STREMIO CONTRIBUTOR COPYRIGHT ASSIGNMENT AGREEMENT
The present Contributor Copyright Assignment Agreement (hereinafter referred to as the “Agreement”) applies to any Contribution you make to Stremio.
This Agreement represents a binding agreement between You, the legal entity You represent and Smart Code in connection to any Contribution you make to any part of the source code of Stremio. If You represent a legal entity, You declare that You are duly authorized on behalf of it to agree to this Agreement.
1. Definitions
1.1. "Contribution" means any original work, including any development, modification of or addition to the existing source code of the Project’s software, which is submitted to Smart Code from the Contributor in any manner with the purpose of inclusion in the Project.
1.2. “Smart Code”, “Provider”, “We” or **“Us” **stand for Smart Code OOD, a limited liability company incorporated and existing under the laws of the Republic of Bulgaria, with its registered office at Sofia, 71, Vladayska str., fl. 4, office 3, registered with the Commercial register at the Registry Agency under unified identification code 203358507. Smart Code is the creator and developer of the software product Stremio.
1.3. “Stremio” or “Project” represents a modern media center that is a one-stop solution for your video entertainment, which software is open-source and is licensed under the GPLv2 license.
1.4. “You” or “Contributor” means you and the legal entity on whose behalf you are entering into this Agreement.
1.5. “Party” or “Parties” refers individually and collectively to the Provider and the Contributor.
2. Copyright Assignment and Licenses
2.1. Copyright Assignment
By submitting a Contribution to the Project, You irrevocably transfer and assign to Smart Code on a royalty free basis and free of charge all worldwide right, title and interest in all copyright to the Contribution. You waive any and all moral rights that You as a Contributor may have in or with respect to any of your Contributions to the Project.
The Parties accept and agree that the copyright to the Contribution as a whole as well as to its separate elements, including all property (economic/material) rights and transferable non-material rights, arise and belong fully and unconditionally to Smart Code as a Provider of the Project.
Whether any non-transferable moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert them directly or indirectly against Us, our successors in interest, the recipients of the open-source software or any of our licensees or sub-licensees.
The Contributor agrees to assist Smart Code in every proper way to obtain for Smart Code, at the expense of the Provider, and to enforce patents, copyrights and other legal protections for the Provider in any and all countries.
The Parties explicitly agree and confirm that the ownership of all supporting the Contribution documentation, materials, databases, resources, descriptions and any other related file shall arise directly to Smart Code and in case this is not possible, the rights will be considered granted to Smart Code in full without any restrictions in use, alteration and distribution for the maximum permissible legal term.
Smart Code has the right inexhaustibly to reproduce the Contribution, to distribute the Contribution among unlimited number of persons, to make modifications and/or adaptations for its purposes, to receive incomes, to convert the Project together with any Contributions under other open-source licenses.
Contributors are free to send Us suggestions, ideas for improvement, feedback or recommendations in relation to the Project. You grant to Us a non-exclusive, worldwide, perpetual, irrevocable, no-charge, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, transfer, reproduce, transmit, modify, create derivative works based upon and otherwise exploit the suggestions, ideas, feedback and recommendations for any purpose at our estimation.
2.2. License to Smart Code
In case the copyright to the Contribution cannot arise directly for Smart Code, the Contributor hereby grants the Provider a transferable, perpetual, worldwide, non-exclusive, royalty-free, no-charge, sub-licensable, irrevocable license with rights to use, reproduce, modify, further develop, display, transfer, transmit, perform and distribute the Contribution to unlimited number of people and to convert the Project together with any Contributions under other open-source licenses.
To the extent that any of the rights cannot be assigned or licensed by the Contributor to Smart Code, You irrevocably waive and covenant not to assert any claims or rights against Us, against any of our successors in interest, against any of the recipients of the open-source software or any of our licensees or sub-licensees.
2.3. License to You
Pursuant to the present Agreement, We grant to You a perpetual, worldwide, transferable, non-exclusive, no-charge, royalty-free, irrevocable license to use, reproduce, modify, display, perform and distribute the Contribution and to use any derivative works You create based on the Contribution for your own purposes under the GPL license.
2.4. Patent License
For patent claims including, without limitation, method, process, and apparatus claims which You own, control or have the right to grant, at the present or at any future moment, You grant to Us a transferable, perpetual, worldwide, non-exclusive, royalty-free, no-charge, sub-licensable, irrevocable patent license with the rights to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and any of its elements and the Contribution in combination with the Project. This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims.
3. Representations
The Contributor declares and guarantees that the Contribution is a result of his original work and that the transferred and assigned right, title and interest over the copyright pursuant to this Agreement are not burdened by any rights or claims of third parties. The Contributor shall be held liable for any damages arising as a result of legal dispute between Smart Code and the above-mentioned third parties in the event of any claims in relation to the Contribution.
You hereby declare that You have the legal authority to enter into the present Agreement.
4. Disclaimers and warranties
THE SOFTWARE IS PROVIDED BY SMART CODE “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ITS SOURCE CODE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE OR ITS SOURCE CODE.
APART FROM THE EXPLICITLY ARRANGED WARRANTIES OF THE PRESENT AGREEMENT, THE CONTRIBUTION IS PROVIDED BY THE CONTRIBUTOR “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE CONTRIBUTOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE CONTRIBUTION OR THE USE OR OTHER DEALINGS WITH THE CONTRIBUTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR US BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.
The Contributor hereby understands and accepts that Smart Code is not in any way obligated to use the precise Contribution as part of Stremio’s source code and that Smart Code at its own discretion may decide to incorporate any Contribution the latter considers appropriate.
5. Final provisions
The legislation of the Republic of Bulgaria will apply to all disputes and the interpretation of this Agreement without regard to possible conflict of law provisions. The competent Bulgarian courts will have exclusive jurisdiction over any dispute arising from or related to the present Agreement.
Our failure to exercise or delay in exercising any right, power or privilege under the present Agreement shall not operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
The nullity of any provision of this Agreement which is declared to be contrary to the applicable law shall not invalidate any other clause or provision of the Agreement or the Agreement as a whole.
The present Agreement sets forth the entire understanding and agreement as to the subject matter hereof and overrules all other agreements or understandings.
The Parties agree and accept that using the CLA assistant for consent with the terms of the present CAA shall be considered as a valid declaration of intention and consent of the Contributor for the conclusion of the CAA and that it shall have the legal force equal to the handwritten signature, verifying the made declarations.
With the consent through the CLA assistant, the Contributor shall be considered bound by the present CAA.