#SugarCE Add-Ons Contributor Terms (Released February 18, 2015)
Thank you for your interest in listing your application (“Application”) in the SugarCE Add-Ons Github Repository (the “Repository”) run by SugarCRM Inc. (“SugarCRM”). By submitting your Application for inclusion in the Repository, you signify your irrevocable acceptance of these SugarCE Add-Ons Contributor Terms (these “Terms”). If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the Repository, then you represent and agree that you have the authority to accept these Terms on behalf of such corporation or other legal entity and all provisions of these Terms will bind that corporation or other legal entity as if it were named in these Terms in place of you. SugarCRM reserves the right to update and change these Terms from time to time without prior notice to you, so please check this file frequently for updates and changes.
####Application Information
(a)License. “Application Information” means all content, including photographs, images, artwork, logos, data, text, links, trademarks and other copyrightable works that identify and describe your Application, and any other feedback or information supplied by you in connection with or for display in the Repository from time to time. You hereby grant SugarCRM a nonexclusive, worldwide, royalty-free license to market, display, reproduce (including compression and temporary storage), distribute, display, perform, transmit and promote the Application Information in the Repository. You agree to comply with any instructions SugarCRM provides you on how to make your Application available through the Repository. If SugarCRM includes your Application Information in the Repository, you agree to fork the Repository and make your Application available either in your own Github repository or on your own website, as determined by you.
(b)No Obligation. You acknowledge and agree that SugarCRM has no obligation to list or display your Application Information in the Repository (even if SugarCRM accepts your pull request) and decisions to list or not list your Application Information may be made by SugarCRM in its sole discretion. You also acknowledge that SugarCRM may engage a third party designee to determine which applications are listed in the Repository and decisions to list or not list your Application Information may be made by such third party designee in its sole discretion.
(c)Responsibility for Applications. You acknowledge and agree you are solely responsible for, and SugarCRM has no liability related to, (1) making your Application available to end users, (2) licensing your Application to end users pursuant to terms between you and the end user, (3) supporting and maintaining your Application, and (4) any disputes between you and your Application end users.
####Confidentiality and Indemnity
(a)Non-Confidential Treatment. You understand that inclusion of your Application Information on or through the Repository is entirely voluntary and will expose your Application Information to public display in a non-confidential manner. You understand that SugarCRM and/or any past, present or future user of the Repository may view your Application Information and may develop or have developed content which is identical or similar to yours, may already know of such Application Information from other sources or may have taken or will take some other action with respect to such Application Information. You may, from time to time, provide suggestions, comments or other feedback to SugarCRM with respect to the Repository or its contents (collectively, "Feedback"). You agree that all Feedback is and shall be given by you entirely voluntarily. SugarCRM shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature.
(b)Indemnity. You hereby agree to indemnify, defend and hold harmless SugarCRM, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns (collectively, the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (1) any claim or threatened claim that your Application, SugarCRM’s use of any Application Information or any other material provided by you infringes on the copyright, trade secret, trademark, patent or other intellectual property rights, proprietary rights or other rights of any third party; (2) the breach of your obligations herein; or (c) any claim made by the Application end users with respect to the Application, including without limitation, those obligations described above.
####Code of Conduct. SugarCRM reserves the right (but has no obligation) to review, reject or modify any Application or Application Information, or block or remove any Application or Application Information from the Repository for any reason, including, if SugarCRM determines, in its sole discretion, that the Application or any Application Information is in violation of these Terms, or is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, or violates any party's intellectual property rights or is detrimental to the quality or intended spirit of the Repository. SugarCRM will use reasonable efforts to notify you if it removes the listing of your Application from the Repository. Examples of unacceptable Applications or Application Information include content that:
(a)is abusive, harassing, threatening, flaming or intimidating; (b)contributes to any illegal activity or an activity that violates others’ rights; (c)uses derogatory, discriminatory or excessively graphic language; (d)provides information that is false, misleading or inaccurate; (e)transmits worms, viruses or harmful software; (f)sends spam or other unwanted messages; or (g)discloses personal or proprietary information.
####Termination. SugarCRM, in its sole discretion and at any time, may suspend, discontinue or terminate these Terms, the Repository or any part thereof, with or without notice. SugarCRM will not be liable to you or any third party for any of the foregoing actions or for any Application Information that is deleted due to such actions. The following Sections will survive termination of these Terms: Responsibility for Applications, Confidentiality and Indemnity, Termination, Disclaimers and General Terms. In addition, you may request in writing that SugarCRM remove the listing of your Application from the Repository and SugarCRM will comply with such requests.
####Disclaimers SUGARCRM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE REPOSITORY OR ANY MATERIALS, CONTENT, PRODUCTS, SERVICES OR OTHER ITEMS DISPLAYED, OFFERED, OR OTHERWISE AVAILABLE OR ACCESSIBLE VIA THE REPOSITORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. SUGARCRM MAKES NO REPRESENTATION THAT THE OPERATION OR AVAILABLILITY OF THE REPOSITORY OR ANY MATERIALS OR CONTENT ACCESSIBLE VIA THE REPOSITORY WILL BE UNINTERRUPTED OR ERROR-FREE, AND SUGARCRM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. SUGARCRM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA FOR ANY CAUSE OF ACTION OR FOR ANY MATTER, EVEN IF SUGARCRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. UNDER NO CIRCUMSTANCES SHALL SUGARCRM’S LIABILITY TO YOU FOR DIRECT DAMAGES EXCEED $50.00 USD.
####General Terms
These Terms and its rights or obligations cannot be assigned by you, by operation of law or otherwise, to any third party without SugarCRM’s prior written consent. These Terms will be governed by and under the laws of the State of California, United States, without giving effect to conflicts of law principles. If any provision of these Terms is found invalid, unlawful or otherwise unenforceable under applicable law, such provision will be replaced to the extent possible with a provision that comes closest to the intent of the original provision and all other provisions of these Terms shall continue in full force and effect. The waiver or failure of SugarCRM to enforce any of these Terms shall not be deemed a waiver of any further right under these Terms. The right to require performance of any duty hereunder is not barred by any prior waiver, forbearance or dealing. These Terms constitute the entire agreement between the parties with respect to the subject matter of these Terms, and supersede and merge all prior and contemporaneous proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of these Terms.