This Contributor Agreement (this "Agreement") applies to any Contribution you make to any Work.
This is a binding legal agreement on you and any organization you represent. If you are signing this Agreement on behalf of your employer or other organization, you represent and warrant that you have the authority to agree to this Agreement on behalf of the organization.
"Contribution" means any original work, including any modification of or addition to an existing work, that you submit to us in any manner for inclusion in any Work.
"Unbabel", "we" and "us" means Unbabel, Unipessoal, Lda., a Portuguese limited liability company with the corporate number 510852254 and registered address at Rua Visconde de Santarém, nº 67 B, 1000-286 Lisboa, Portugal.
"Work" means any project, work or materials owned or managed by Unbabel.
"You" and "your" means you and any organization on whose behalf you are entering this Agreement.
(a) Assignment. By submitting a Contribution, you assign to Unbabel all right, title and interest in any copright you have in the Contribution, and you waive any and all rights, including any moral rights, that may affect our ownership of the copyright in the Contribution.
(b) License to Unbabel. If your assignment in Section 2(a) is ineffective for any reason, you grant to us and to any recipient of any Work distributed by us, a perpetual, worldwide, transferable, non-exclusive, no-charge, royalty-free, irrevocable, and sublicensable licence to use, reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Contributions and any derivative work created based on a Contribution. If your license grant is ineffective for any reason, you irrevocably waive and covenant to not assert any claim you may have against us, our successors in interest, and any of our direct or indirect licensees and customers, arising out of our, our successors in interest's, or any of our direct or indirect licensees' or customers' use, reproduction, preparation of derivative works, public display, public performance, sublicense, and distribution of a Contribution. You also agree that we may publicly use your name and the name of any organization on whose behalf you're entering into this Agreement in connection with publicizing the Work.
(c) License to you. We grant to you a perpetual, worldwide, transferable, non-exclusive, no-charge, royalty-free, irrevocable, and sublicensable license to use, reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute a Contribution and any derivative works you create based on a Contribution.
You grant to us and to any recipient of any Work distributed by us, a perpetual, worldwide, transferable, non-exclusive, no-charge, royalty-free, irrevocable, and sublicensable patent license to make, have made, use, sell, offer to sell, import, and otherwise transfer the Contribution in whole or in part, alone or included in any Work under any patent you own, or license from a third party, that is necessarily infringed by the Contribution or by combination of the Contribution with any Work.
By submitting a Contribution, you represent and warrant that: (a) each Contribution you submit is an original work and you can legally grant the rights set out in this Agreement; (b) the Contribution does not, and any exercise of the rights granted by you will not, infringe any third party's intellectual property or other right; and (c) you are not aware of any claims, suits, or actions pertaining to the Contribution.
You agree to notify Unbabel in writing of any facts or circumstances of which you later become aware that may make your representations in this Agreement inaccurate in any respect.
Except for the assignment and licenses set forth in this Agreement, this Agreement does not transfer any right, title or interest in any intellectual property right of either party to the other. If you choose to provide us with suggestions, ideas for improvement, recommendations or other feedback on any Work, we may use your feedback without any restriction or payment.
We will process your personal data for the purposes of execution of the Agreement, for the fulfilment of legal obligations or, when necessary, for the prosecution of our legitimate interests, under the terms of article 6.º (1), (b), (c) and (f) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on data protection and privacy for individuals. For this purpose within the scope of this Agreement you authorize us to process the following personal data: name, address, and email address. We shall keep your personal data for the period of time necessary for the fulfilment of the respective purposes. You hereby acknowledge that we have informed you of your rights of access and rectification, restriction and portability of your personal data, under the terms of articles 15.º and 21.º of Regulation (EU) 2016/679 of the European Parliament and of the Council. Such rights must be exercised in writing. For any questions related to the processing of your personal data or for the exercise of any of your rights you may directly contact: [email protected]. You may lodge a complaint or claim with the Portuguese supervisory authority regarding data protection if you consider that there has been a breach of the applicable regulation.
Portuguese law governs this Agreement, excluding any applicable conflict of laws rules or principles, and the parties agree to the exclusive jurisdiction of the courts in Lisbon, Portugal.
This Agreement does not create a partnership, agency relationship, or joint venture between the parties. We may assign this Agreement without notice or restriction. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties' intention and the remaining provisions will not be affected. The parties may amend this Agreement only in a written amendment signed by both parties. This Agreement comprises the parties' entire agreement relating to the subject matter of this Agreement.
Agreed and accepted on my behalf and on behalf of my organization.