Atlassian Content Contributor License Agreement
Thank you for your interest in participating in Bitbucket’s community content outreach program (the “Program”)! We are very excited to review any materials you may submit to us through the Program (the “Content”), which we may publish on the Bitbucket blog or one of our microsites (the “Atlassian Properties”). This Content Contributor License Agreement (the “Agreement”) governs your submission of Content as part of the Program and our use and publication of the Content on the Atlassian Properties. By participating in the Program or submitting any Content, you are hereby agreeing to the terms and conditions of this Agreement, which is a binding agreement between you and Atlassian Pty Ltd. (“Atlassian”, “we” or “us”). “You” means the individual submitting Content to Atlassian for publication on the Atlassian Properties.
The parties agree as follows:
1. Delivery and Access. All Content must be submitted to Atlassian in accordance with the Bitbucket Program terms and any instructions Atlassian may provide. In consideration for your Content Atlassian will provide you access to the Atlassian Properties (the “Access”). You acknowledge that the Access is the only compensation that you are entitled to receive in exchange for the Content and that you will not be entitled to any other payments, reimbursements, royalties or consideration of any kind. You further agree that Atlassian has sole discretion whether or not to approve any Content for publication.
2. License to Content. If Atlassian approves your Content for publication as described above, then you grant the following license: You hereby grant to Atlassian a non-exclusive, perpetual, irrevocable, worldwide and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to use, copy, distribute, modify (including to reformat and resize), create derivative works of, and publicly perform and display the Content as incorporated in or otherwise in connection with any Atlassian Properties, including in any related advertising, marketing or promotion materials, whether in print, digital or any other media now known or later developed. Atlassian has sole discretion as to whether to use or stop using any Content.
3. Ownership of Content. Subject to the licenses you grant to Atlassian in this Agreement and any restrictions on where and when you may publish the Content as set forth in the Bitbucket Program terms, you retain all rights in the Content.
4. Representations and Warranties; Indemnification. You hereby represent and warrant that: (a) you have full right and power to enter into, and grant all rights and releases under, this Agreement without the consent of any third party, and your performance under this Agreement will not conflict with any other obligation you may have to any other party; (b) the Content is your original work and neither the Content nor any portion thereof (i) does or will infringe upon the rights of any person or entity (including any privacy, publicity, intellectual property or other rights) or violate any law or regulation or (ii) contains any third party content or materials, or any content or materials subject to any third party terms or license (including without limitation any Creative Commons or “open source” license); (c) the Content and its use by Atlassian will not require Atlassian to make any attributions, obtain any consents, clearances or waivers or pay any royalties or fees to third parties; and (d) the Content will not contain any indecent or defamatory materials or any harmful materials such as viruses, malicious code or Trojan horses. You shall indemnify, defend (at Atlassian’s request) and hold harmless Atlassian, its affiliates and its and their respective officers, directors, employees, contractors, agents and sublicensees from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this Section 4.
5. Important Release and Waiver. Atlassian may, but is not required to, identify you by name as the source of the Content and identify your company name. You waive and release Atlassian from any claims or demands arising from authorized use of the Content, your company name or your name or likeness, including for violation of your privacy or publicity rights (including without limitation under California Civil Code Section 3344 and any similar state, federal or common law) or any similar rights in your name or likeness. You also waive any moral or similar rights (such as the right to be named as author, the right to control modifications, the right to prevent mutilation, the right to prevent your identification as author and the right to prevent commercial exploitation) that would interfere with Atlassian’s authorized use of the Content.
6. Independent Development. You acknowledge that Atlassian receives materials and information from other third parties and also creates content internally that may be similar to the Content. You understand that you will not be entitled to any compensation based on Atlassian’s use of similar or identical content obtained from other sources or developed independently.
7. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATLASSIAN EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES OF ANY KIND OR NATURE REGARDING ATLASSIAN’S USE OF THE CONTENT, THE ATLASSIAN PROPERTIES OR ANY ATLASSIAN PRODUCTS OR SERVICES.
8. Limitations of Liability. IN NO EVENT WILL ATLASSIAN BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR USE OF THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ATLASSIAN’S ENTIRE LIABILITY TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY WILL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY ATLASSIAN TO YOU UNDER THIS AGREEMENT.
9. Publicity. You may not publicize or disclose the existence or terms of this Agreement to any third party without the prior written consent of Atlassian, except as required by law (and then only with advance written notice to Atlassian).
10. General. Your relationship to Atlassian is that of an independent contractor, not an employee, partner, agent or joint venture partner. You may not assign this Agreement without the prior written consent of Atlassian and any attempt to do so will be void. Atlassian may freely assign or transfer this Agreement and/or its rights hereunder, in whole or in part. All of your representations and warranties, indemnification obligations, releases and waivers set forth in this Agreement extend to and benefit Atlassian’s affiliates as third party beneficiaries to this Agreement. Atlassian may terminate this Agreement or stop using the Content at any time, with or without notice. Any notice under this Agreement will be in writing to the addresses specified below and will be deemed given when delivered. No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Northern District of California or in state court in San Francisco, California, and each party irrevocably submits to the jurisdiction and venue of such courts. Any amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The word “including” and any similar terms will be construed without limitation.