Thank you for your interest in contributing to open source software projects ("Projects") made available by Soda Data NV or its affiliates ("SODA"). This Individual Contributor License Agreement ("Agreement") sets out the terms governing any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or other works that you as Contributor submit or have submitted, in any form and in any manner, to Soda in respect of any of the Projects. If you have any questions respecting the Agreement, please contact info@soda.io.
You agree that the following terms apply to all of your past, present and future Contributions being understood that the Agreement is intended to protect the interests of both SODA’s and you (individually "Party" and collectively "Parties") by providing clear terms and conditions under which such submissions are made to and may be used by SODA. For this reason the Agreement does not change your rights to use your contributions for any other purpose. Except for the licenses granted in the Agreement, you retain all of your right, title and interest in and to your Contributions.
Definitions
"Contributor" shall mean you who provides a Contribution to SODA as set out in the Agreement;
"Contribution" shall mean any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or other works, including any modifications thereof or additions thereto, submitted to SODA or any of its representatives by Contributor with the purpose of inclusion thereof in the Products by any means of communication, including, but not limited to, electronic, verbal or written communication such as, but not limited to, e-mail and electronic mailing lists, source code control systems and issue tracking systems that are managed or used by, or on behalf of, SODA in its course of business. Codes, documentations, works and /or information clearly marked as not being a Contribution at the moment of their submission shall not be deemed to be a Contribution.
"Intellectual Property (Rights)" shall mean, without limitation, all rights throughout the world in the nature of intellectual property rights including, but not limited to, copyright, trade and service marks, trade and business names, domain names, goodwill, registered designs, patents, database rights, topography rights and rights in know-how and trade secrets, whether registered or unregistered and including, but not limited to, applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing. Intellectual Property Rights shall also include the know-how meaning all technical and processing data, information, specifications, and knowledge of an intellectual or industrial nature, concerning products and/or services, including but not limited to specifications, manufacturing instructions, quality control procedures and other like data.
"Product" shall mean products or services owned and/or provided by SODA;
License grant
Subject to the terms and conditions of the Agreement, Contributor hereby grants to SODA a perpetual, worldwide, non-exclusive, royalty and charge-free, irrevocable, transferable and sub-licensable license to use (including, but not limited to, for the purpose of reproduction, inclusion in products and/or services, creation of derivative works, public display and distribution) Contributions and any Intellectual Rights related to Contributions or incorporated therein (hereinafter refer to as the "License"). Except for the License, Contributor reserves all right, title and interest in and to Contributions and any Intellectual Rights related to Contributions or incorporated therein. In return, SODA shall not use Contributions in a way that is contrary to the public order or imperative legal provisions.
Rights in the Product and Project
Except to the extent provided by the Agreement, nothing in the Agreement is intended to grant and shall not be construed as granting to any Party or to its representatives or to create for their benefit any license, right of control or any other right with respect to any product or service of a Party or with respect to any Intellectual Property owned or controlled by the other Party and in particular does not intend and shall not be construed as granting or creating of such right for the benefit of Contributor in or to the Product or the Project, which rights, to the extent that may come to exist under any applicable law, are hereby irrevocably waived.
"As is" Contribution It is understood that, unless required by any applicable law, Contributor provides Contributions on an "as is " basis and that Contributor has no obligation to provide any other products or services to SODA, unless Contributor choses to do so at terms and conditions which may be agreed between the Parties.
Limited warranties Except as provided in the Agreement Contributions are provided without any warranties or representations, express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose, performance, non-infringement, timeliness, reliability, availability, accuracy, quality or completeness. Contributor represents (i) that is legally entitled to enter in and perform the Agreement, (ii) that in the performance of the Agreement it shall abide by and that none of Contributions shall violate any applicable laws, (iii) that is shall not submit any personal data in the sense of EU-Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, (iv) that Contributor and each person or entity submitting a Contribution on its behalf is authorized to grant the License being the original creator thereof or holding the required authorizations and/or approvals to submit Contribution under the Agreement and (v) that Contribution or its use by SODA under the License shall not infringe any third party right including, but not limited to, Intellectual Property Rights. If Contribution is subject to any third party Intellectual Property Right, Contributor shall ensure that such rights are terminated prior to the submission of Contribution. Should Contributor wish to submit any code, documentation, work and /or information to SODA that is subject to any third party right, Contributor shall submit it separately from any Contribution with a clear and detailed indication of its source and of the third party rights or other restrictions of use (including, but not limited to, Intellectual Property Rights). Should any dispute between SODA and a third party arise with respect to a conflict with a third party right or Contributor should become aware of such potential dispute, Contributor shall promptly give written notice to Soda of this fact and shall give Soda, if it so requests, sole control of the defence and settlement of such dispute and provide SODA with reasonable assistance.
Signatures The submission of the fully executed Agreement by fax or electronic signature service shall be sufficient to bind Contributor to the terms and conditions hereof.
Entire Agreement. The Agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. No amendment of the Agreement is binding unless executed in writing and signed by duly authorized representatives of the Parties.
Precedence. The Agreement shall have precedence over any unilateral document of Contributor unless such document is explicitly accepted by SODA in writing.
Severability. If any provision of the Agreement is invalid or unenforceable, this shall not affect the remaining provisions thereof which shall remain in effect. The invalid or unenforceable provision shall be deemed to be replaced by an alternative valid and enforceable provision that is as closely in line with the Parties’ original intent as allowed under the applicable law.
No Waiver The election of any one or more remedies by either Party shall not constitute a waiver by such Party of the right to pursue any other available remedies. No failure by either Party to exercise and no delay by either Party in exercising (in whole or in part), any right in relation to the Agreement shall operate as a waiver of any such right.
Governing Law and Dispute Resolution The Agreement shall be governed by and construed under the laws of Belgium. Provided that they are not settled amicably, all disputes in connection with the existence, validity, construction, performance and breach of the Agreement (or any terms thereof) shall be settled exclusively by the courts of Brussels, Belgium.