Contributor License Agreement

Last Updated: November 25, 2024

1. Introduction

This Contributor License Agreement ("Agreement") is entered into between Sidub Inc. ("Company," "we," "our," or "us") and the individual or entity ("Contributor," "you," or "your") who wishes to contribute to our software projects ("Projects"). By submitting any Contributions (as defined below), you agree to be bound by the terms of this Agreement.

2. Definitions

For the purposes of this Agreement:

  • "Contribution": Any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by you to Sidub Inc. for inclusion in any of the Projects. "Submitted" means any form of electronic, verbal, or written communication sent to Sidub Inc. or its representatives, including but not limited to source code, documentation, or any other materials.
  • "Projects": Any open-source or proprietary software projects owned or managed by Sidub Inc.
  • "AGPLv3": Refers to the GNU Affero General Public License version 3.
  • "PSLA": Refers to Sidub Inc.'s Proprietary Software License Agreement.

3. Grant of Rights

a. Copyright License: You hereby grant to Sidub Inc. a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under all your intellectual property rights to use, reproduce, modify, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works. This license allows Sidub Inc. to release your Contributions under both the AGPLv3 and the PSLA, or any other licenses.

b. Patent License: You grant to Sidub Inc. a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under any patent claims licensable by you that are necessarily infringed by your Contributions or by the combination of your Contributions with the Projects, to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contributions and the Projects.

4. Representations and Warranties

You represent and warrant that:

  • a. Original Work: Each of your Contributions is an original work and you have the right to grant the licenses set forth in this Agreement.
  • b. Third-Party Content: If your Contribution includes or is based on any third-party code or materials, you have obtained all necessary permissions or licenses to include such code or materials and to grant Sidub Inc. the rights granted herein.
  • c. No Conflicts: Your Contributions and the licenses granted herein do not conflict with any other agreement to which you are a party.
  • d. Compliance with Laws: Your Contributions do not violate any applicable laws or regulations.
  • e. No Confidential Information: Your Contributions do not contain any confidential or proprietary information of any third party.

5. Moral Rights

To the fullest extent permitted under applicable law, you waive and agree not to assert any moral rights you may have in your Contributions against Sidub Inc. or its sublicensees.

6. No Obligation to Use

You understand that the decision to include your Contributions in any Project is entirely at the discretion of Sidub Inc., and this Agreement does not obligate Sidub Inc. to use or distribute your Contributions.

7. Acknowledgment of Licensing Model

You acknowledge that Sidub Inc. operates under a dual licensing model, offering the Projects under both the AGPLv3 and the PSLA. By agreeing to this Agreement, you permit Sidub Inc. to release your Contributions under either or both of these licenses.

8. Disclaimer of Warranties

To the fullest extent permitted by applicable law, your Contributions are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Sidub Inc. and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement or the use of your Contributions. In no event shall the total liability of Sidub Inc. for all claims related to this Agreement exceed the greater of (a) the total amount paid by Sidub Inc. to you for your Contributions in the twelve (12) months preceding the event giving rise to the liability, or (b) fifty Canadian dollars (CAD $50).

10. Indemnification

You agree to indemnify, defend, and hold harmless Sidub Inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

  • Your breach of any representation or warranty in this Agreement.
  • Your violation of any third-party rights, including intellectual property rights.
  • Any claim that your Contributions infringe or misappropriate any third-party intellectual property rights.

11. Term and Termination

a. Term: This Agreement is effective from the date you first submit a Contribution and will remain in effect until terminated.

b. Termination by You: You may terminate this Agreement by providing 30 days' written notice to Sidub Inc.

c. Termination by Sidub Inc.: Sidub Inc. may terminate this Agreement at any time upon written notice to you.

d. Effect of Termination: Upon termination, the rights granted to Sidub Inc. under this Agreement shall survive, and Sidub Inc. may continue to use, reproduce, modify, and distribute your Contributions.

12. Governing Law and Dispute Resolution

a. Governing Law: This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

b. Dispute Resolution and Arbitration:

  • i. Informal Resolution: Before initiating any legal action, you agree to attempt to resolve the dispute informally by contacting Sidub Inc. at inquiries@sidub.net. We will attempt to resolve the dispute informally within thirty (30) days.
  • ii. Arbitration Agreement: If a dispute cannot be resolved informally, it shall be resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The arbitration shall take place in Ontario, Canada, and shall be conducted in English.
  • iii. Exceptions: Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in court for matters related to intellectual property or unauthorized use of the Contributions.
  • iv. No Class Actions: All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

13. Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

14. Entire Agreement

This Agreement constitutes the entire agreement between you and Sidub Inc. regarding your Contributions and supersedes all prior agreements or understandings, whether oral or written. In the event of a conflict between this Agreement and any other agreements (including the Terms of Service), the terms of this Agreement shall prevail concerning your Contributions.

15. Amendment

Any amendment or modification to this Agreement must be made in writing and signed by both parties.

16. Assignment

You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of Sidub Inc. Any attempted assignment without such consent will be null and void. Sidub Inc. may assign its rights and obligations under this Agreement without restriction.

17. Notices

All notices under this Agreement shall be in writing and deemed duly given when delivered personally, sent by email with confirmation, or sent by recognized courier service to the following:

Email: inquiries@sidub.net
Phone: 1-226-666-2111

18. No Waiver

Failure by Sidub Inc. to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Sidub Inc.

19. Governing Language

This Agreement is written in English. Any translations are provided for convenience, and the English version shall prevail in case of discrepancies.

20. Survival

The following sections shall survive termination of this Agreement: Grant of Rights, Representations and Warranties, Moral Rights, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and any other provisions that by their nature should survive termination.

21. Acknowledgment

By submitting a Contribution to Sidub Inc., you acknowledge that you have read, understood, and agree to be bound by this Agreement.

22. Contact Information

If you have any questions regarding this Agreement, please contact us at:

Email: inquiries@sidub.net
Phone: 1-226-666-2111