Thank you for your interest in contributing to the ET Water Systems, Inc. (“ETwater”) API product development kit. ETwater is very interested in receiving your contribution to the ETwater API product development kit (“ETwater Product”). However, in order to participate, we need to confirm how the rights in your contribution of object code, patches, tools, samples, graphics, specifications, designs, manuals, documentation, or any other material posted or submitted by you (“Your Contributions”) will be allocated. Following the practices of other companies, ETwater requests that you assign the copyrights and patents in Your Contributions to ETwater (with a license back to you to use it as set forth below). ETwater requires that you have a Contributor Agreement on file prior to using any of Your Contributions. This Contributor Agreement is to make clear the rights between the parties.
If you have not entered into a signed Contributor Agreement, please indicate your agreement to the terms of this Contributor Agreement by clicking “Accept & Create Account”. The date that you agree to this Contributor Agreement will be logged into ETwater’s system. Please read this Contributor Agreement carefully before agreeing to it.
In consideration for the potential inclusion of Your Contributions in the ETwater Product and the license back, you agree to the following terms and conditions:
- The term “Your Contributions” means all of your past, present and future contributions of object code, source code, designs and documentation to ETwater, however submitted to the ETwater, excluding any submissions that are conspicuously marked or otherwise designated in writing by you as “Not a Contribution.”
- You assign all right, title and interest worldwide in all patents, inventions copyrights and related moral rights (“IP Rights”) for the full term of their existence in and to Your Contributions to ETwater and ETwater shall be able to record this assignment. If the moral rights are not assignable, you agree to waive their enforcement against ETwater and its sublicensees, either direct or indirect. However, at the same time, ETwater grants to you a license to Your Contributions on the terms of the Eclipse Public License – v. 1.0 with respect to the ETwater API product development kit. This license is limited to Your Contributions and does not provide any rights to the ETwater products or services.
- You represent that you are legally entitled to assign the rights set forth in paragraph 2. If your employer(s) or third parties have rights to intellectual property that you create, you represent that you have received permission to make Your Contributions on behalf of that employer or third party, or that your employer or that third party has waived such rights for Your Contributions to ETwater.
- You represent that, except as , each of Your Contributions is your original creation. You represent that Your Contribution submission(s) do not infringe or misappropriate any third party intellectual property or proprietary rights and that Your Contribution submission(s) include complete details of any license or other restriction (including, but not limited to, related patents, copyrights and trademarks) associated with any part of Your Contribution(s) (including a copy of any applicable license agreement). You agree to notify ETwater of any facts or circumstances of which you become aware that would make your representations in this Agreement inaccurate in any respect. If any of your representations or warranties are inaccurate you will indemnify and hold ETwater harmless from any losses, damages or claims.
- Except as set forth above, you provide Your Contributions AS IS, WITHOUT WARRANTY OF ANY KIND AND DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Similarly, the license back to Your Contributions are provided AS IS, WITHOUT WARRANTY OF ANY KIND AND ETWATER DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- IN NO EVENT SHALL ETWATER BE LIABLE TO YOU OR ANYONE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF YOUR CONTRIBUTIONS, EVEN IF ETWATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL ETWATER HAVE ANY LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.
- This Contributor Agreement shall be governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents and by the laws of the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Contributor Agreement. In the event of invalidity of any provision of this Contributor Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Contributor Agreement. This Contributor Agreement is the entire agreement between you and ETwater relating to the subject matter of this Contributor Agreement which supersedes any prior agreement, whether written or oral, and may be amended only by a writing signed by both parties. This Contributor Agreement can be assigned by either party.