Contribution Agreement

IMPORTANT – PLEASE READ THE TERMS OF THIS KNOWLEDGEBASE CONTRIBUTION AGREEMENT (“AGREEMENT”) CAREFULLY.  BY CLICKING ON THE “I AGREE” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE CUSTOMER (THE “CUSTOMER”), AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD CLICK ON THE “CANCEL” BUTTON AND NOT CONTINUE TO MAKE THE CONTRIBUTION TO THE STS KNOWLEDGEBASE.

This Agreement is a legal agreement between Customer and SpringSource, Inc. (“SpringSource”) governing all of Customer’s contributions made through the SpringSource’s SpringSource Tool Suite (the “STS Knowledgebase”).  By contributing to the STS Knowledgebase, you agree to be bound by the terms of this Agreement.  If you do not agree to the terms and conditions of this Agreement, do not contribute to the STS Knowledgebase. 

1.                  Proprietary Rights

1.1              Contribution.  “Contribution” means any content, code, software (whether in object code or source code form), comments, opinions, postings, messages, text, files, images, photos, video, sounds, works of authorship, feedback, e-mail, bug reports, any location-related information, or other materials or information that you upload, provide, disclose, make available, or otherwise transfer (“post”) on the STS Knowledgebase.  No compensation will be paid with respect to the Contribution that you submit, upload, post, transmit or otherwise make available through the Services.  You should only post Contributions to the STS Knowledgebase that you are comfortable assigning to SpringSource and sharing with others under the terms and conditions in this Agreement.  You should be aware that your Contribution may be made available to every user who accesses the STS Knowledgebase. 

1.2              Ownership of Contribution.  Any content that you contribute to the STS Knowledgebase shall become the property of SpringSource.  You hereby perpetually and irrevocably assign to SpringSource all right, title, and interest in the Contribution.  If SpringSource is unable to secure your signature on any document needed in connection with such purposes, you hereby irrevocably designate and appoint SpringSource and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act on your behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by you.

1.3              License to Contribution.  If you have any right to the Contribution that cannot be assigned to SpringSource by you, you unconditionally and irrevocably grant to SpringSource during the term of such rights, an exclusive, even as to you, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, decompile, publicly perform and publicly display in any form or medium, whether now known or later developed, and to make, use, sell, import, offer for sale, improve, and exercise any and all intellectual property rights in the Contribution.  If you have any rights to the Contribution that cannot be assigned or licensed to SpringSource, you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against SpringSource or related to SpringSource’s customers, with respect to such rights, and agree, at SpringSource’s request and expense, to consent to and join in any action to enforce such rights.  You acknowledge that the foregoing license and right includes, without limitation, the right for SpringSource to include any Contribution in any of SpringSource’s products and to provide any Contribution to third parties.

1.4              Warranties.  You hereby represent and warrant that (a) the Contribution will be your original work; (b) neither the Contribution nor any element thereof will infringe or misappropriate the copyrights, patents, trade secrets, trademarks or other intellectual property rights of any person or the privacy rights, publicity rights, or any rights of any person; and (c) you have full right and power to enter into and perform this Agreement without the consent of any third party. 

1.5              Prohibited Content.  You are solely responsible for any and all Contributions that are posted by you through or to the STS Knowledgebase. You agree that you will not include any Prohibited Content in any Contribution.  “Prohibited Content” is content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing, or “spamming,”; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other users; (ix) except as expressly approved by us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (x) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or (xi) otherwise violates the terms of this Agreement or creates liability for us.

2.                  Disclaimers

The STS Knowledgebase is provided “As-Is” and as available.  SpringSource expressly disclaims any warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (a) the STS Knowledgebase will meet your requirements; (b) the STS Knowledgebase will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the results that may be obtained from the use of the STS Knowledgebase will be accurate or reliable.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

 

3.                  Limitation on Liability

In no event shall SpringSource be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from your use of the STS Knowledgebase or from our use or a third party’s use of any Contribution, even if we have been advised of the possibility of such damages.  SpringSource shall have no liability for any damages, liability, or loss arising from or related to this agreement, including the STS Knowledgebase or any Contribution. 

Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction. 

4.                  Miscellaneous

4.1              Governing Law and Arbitration.  This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts located within San Mateo County and the federal courts in the Northern District of California a for the purpose of litigating all such claims or disputes.  Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration.  The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

4.2               Other.  This Agreement constitutes the entire agreement between you and SpringSource regarding the Contribution and supersedes all prior or contemporaneous proposals, understandings, or agreements relating to the Contribution.  SpringSource’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect.  SpringSource may freely assign this Agreement. Please contact us with any questions regarding this Agreement by e-mailing us at: info@springsource.com.