Student Participant Agreement
IMPORTANT: PLEASE READ THIS PARTICIPANT AGREEMENT CAREFULLY AND COMPLETELY BEFORE SUBMITTING YOUR APPLICATION FOR ESA SUMMER OF CODE IN SPACE 2011. YOUR APPLICATION SIGNIFIES YOUR UNDERSTANDING AND AGREEMENT WITH THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT SUBMIT AN APPLICATION TO THE ESA SUMMER OF CODE IN SPACE PROGRAM AND ESA WILL NOT ACCEPT YOUR APPLICATION.
Capitalized terms used in this Participation Agreement (the "Agreement") without definition shall have the same meaning given to such terms in the ESA Summer of Code in Space ("SOCIS") 2011 Terms of Service ("TOS") and the FAQs, which are hereby incorporated into this Agreement by this reference, unless otherwise noted. In this Agreement, the terms "we," "our," "us," or "ESA" are used to collectively refer to the European Space Agency. The term "you" or "your" means YOU - a person who is seeking to participate in the SOCIS program, who has completed the registration process, and is thus agreeing to be bound by this Agreement. "ESA" means European Space Agency, whose principal place of business is at 8-10 rue Mario Nikis, 75738 Paris Cedex 15, France. In this Agreement, the term "Student" means any student participant in SOCIS.
1. SOCIS PARTICIPATION
1.1 Student Participation Application. By submitting an application ("Application"), you hereby agree and notify us that you wish to participate in the SOCIS as a Student, and are voluntarily submitting your Application as an entry in the SOCIS in accordance with the TOS. You consent to the storage, display, downloading, copying, reviewing, and coverage of your Application by ESA and the applicable Mentor Organization, according to the process set out in the TOS. In addition, you must perform all necessary additional steps that may be required for your further participation in the SOCIS should you be selected to participate.
1.2 Project Submission Warranties. You hereby represent, warrant, and agree that the open source software code you develop ("Project Submission") during the SOCIS program complies with all of the following requirements: (a) that any Project Submission is your own and original, previously unpublished, and previously unproduced work; (b) that any Project Submission it is not submitted in violation of any agreement and is not in confidence; (c) that you own all copyright and other intellectual property rights in and to the Project Submission; (d) that the Project Submission does not infringe on any rights, including any applicable moral rights, of any third parties; (e) that the Project Submission does not and will not violate any applicable laws and is not malicious, defamatory, libelous, pornographic, or obscene; and (f) that the Project Submission complies with all applicable Application Requirements as set forth in the TOS.
1.3 Student Warranties. You hereby represent, warrant, and agree that: (a) you are enrolled in or accepted into an accredited institution including but not necessarily limited to a college, university, masters program, PhD program and/or undergraduate program; (b) the institution you are enrolled in is based in in one of the following states: Austria, Belgium, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom, Hungary, Poland, Estonia, Slovenia and Romania; (c) you are eligible to work in the country in which you will reside throughout the duration of the program; (d) you are or will be 18 years of age or older by July 18, 2011.
1.4 Project Submission Ownership. At all times during the SOCIS Program, as between you and ESA, you will retain ownership of whatever interest in the Project Submission's copyright and other intellectual property rights you possessed prior to becoming a SOCIS Student.
1.5 License to ESA. You hereby grant to ESA a fully paid-up, worldwide, royalty-free, perpetual, irrevocable, and non-exclusive right and license to reproduce, publish, distribute, publicly perform, and publicly display such Project Submissions.
(a) Without limiting the foregoing, you hereby grant ESA a right and license in perpetuity, to do any of the following with respect to your Project Submission, in any and all media now known or hereafter devised, all without any payment to you or to any other person or entity:
- store your Project Submission;
- reproduce, distribute, publish, publicly perform, and/or display, digitally perform and/or distribute, transmit, and broadcast your Project Submission;
- rank, review, evaluate, and judge your Project Submission; and
- use the Project Submission, or parts of any of the foregoing, in perpetuity, for the purpose of publicizing, advertising, or otherwise promoting SOCIS and any follow-up initiatives of ESA.
1.6 Right of Publicity. You also grant ESA the right to use your name, city, country, likeness, Project deliverables and statements made by or attributed to you relating to ESA or your Project submission or the SOCIS, for purposes of publicizing, advertising, or otherwise promoting the SOCIS without any payment to you or to any other person or entity.
1.7 Waiver and Release. You hereby agree that your Project Submission is not subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any Project Submission. You hereby waive any and all rights that you may have under any laws or statutes worldwide that concern "moral rights" or "droit moral" in connection with your Project Submission. You hereby release, waive any claims with regard to, and hold ESA harmless from and against any and all claims of any kind that are or could be asserted with respect to any use, license, sublicense, assignment, reproduction, distribution, creation of derivative works based on, public performances, public display, digital performances, sales, offers, and other uses of any kind of such Project Submission. By sending us your Project Submission, and in order to participate in the SOCIS, you hereby agree that you will not assert against ESA any claim based on plagiarism, infringement, confidential or fiduciary relationship, implied contract, unfair competition, unjust enrichment, or otherwise arising out of any alleged use of the Project Submission. If, notwithstanding the foregoing release, you attempt to claim that we have used your Project Submission, or any portion thereof, without consent or authorization, you specifically agree and understand that any such dispute shall be subject to dispute resolution as set forth in Section 6.1 of this Agreement.
1.8 Further Documentation.
Students should be prepared to provide ESA with official transcripts or a letter of acceptance from their accredited institution as proof of enrollment status.
1.9 Release of Claims. Independent of any consideration accruing to you hereunder, you hereby release ESA from, and agree not to sue ESA for, any claim or cause of action, whether known or unknown, for libel, slander, defamation, unfair competition, infringement of copyright, invasion of rights of privacy, publicity or personality, or any other claim or cause of action based on or related to the Project Submission.
1.10 No Obligation to Use. ESA is not obligated to make any use of the Project Submission, or to exercise any of the rights granted to ESA by this Agreement.
2. STUDENT OBLIGATIONS
2.1 By submitting an Application to participate in the SOCIS program, you hereby agree to provide the following:
- A substantive proposal of work to be done to create/maintain/augment an existing or new open source or free software project;
- A written evaluation of your Mentor, including but not limited to how the Mentor worked with you, the quantity and quality of guidance provided, whether the Mentor should be invited back should we do another SOCIS, etc. The results of this evaluation will be made available to the relevant Mentor Organization, but not to the general public nor the Mentor except in the case where the Mentor Organization is solely constituted of the Mentor her/himself or in extreme cases where the Student's feedback may be vital to arbitration with the Mentor or Mentor Organization regarding payment or non-payment of funds;
- Authorization for ESA to publicize the student's participation in the Program and the results of the Program for the purposes of executing on program logistics, including but not limited to announcements of accepted student proposals, the text of the accepted student proposal and the resulting code from work on the project. Additional details solicited by ESA as part of the application process, including URLs for personal blogs, will be shared with the public with the accepted applicant's permission;
- A copy of the finished project code to be publicly hosted by ESA;
- Provision of the Project Submission under an Open Source Initiative approved license. Additionally, all code must be published in a publicly accessible location. The Student may mirror development on her/his personal infrastructure at her/his option.
2.2 In case you are selected for participation in the SOCIS program, you agree to the terms of the SOCIS commission agreement. You also agree to provide all the necessary information (including valid IBAN and BIC numbers) needed for the payment of the student's stipend. Not providing bank account numbers or providing invalid or incomplete bank account numbers is equivalent to renouncing the stipend.
Each participant in the SOCIS (Student or Mentor Organization) shall indemnify, defend and hold harmless ESA, its subsidiaries and affiliates and their respective officers, employees and agents, and each of ESA's website partners from any and all claims, demands, damages, costs and liabilities, including reasonable attorneys' fees, made by any third party due to or arising out of that participant's acts or omissions, including claims arising out of that user's use of the SOCIS site or participation in the SOCIS program; his or her Project Submission, posting or transmission of any application or code; or his or her violation of these Terms of Service.
4. DISCLAIMER OF WARRANTIES
EACH USER'S USE OF THE SOCIS SITE AND PARTICIPATION IN THE SOCIS PROGRAM IS AT HIS OR HER SOLE RISK. THE SOCIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ESA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH PARTICIPANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. ESA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, ESA MAKES NO WARRANTY THAT (i) THE SOCIS SITE AND PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) ANY PARTICIPANT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY ANY PARTICIPANT WILL MEET HIS OR HER EXPECTATIONS, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. EXCLUDING ONLY DAMAGES ARISING OUT OF ESA'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ESA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ESA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY PARTICIPANT'S USE OR INABILITY TO USE THE SOCIS SITE OR PARTICIPATION IN THE SOCIS PROGRAM; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SOCIS SITE; OR ANY OTHER MATTER RELATING TO THE SOCIS. NOTHING HEREIN SHALL BE DEEMED TO CREATE AN AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER OR FRANCHISOR-FRANCHISEE RELATIONSHIP OF ANY KIND BETWEEN ESA AND ANY PARTICIPANT OR OTHER PERSON OR ENTITY NOR DO THESE TERMS OF SERVICE EXTEND RIGHTS TO ANY THIRD PARTY. AS NOTED ABOVE, ESA DOES NOT AND CANNOT CONTROL THE ACTIONS OF OTHER PARTICIPANTS, VISITORS OR LINKED THIRD PARTIES. WE RESERVE THE RIGHT TO REPORT ANY MALFEASANCE THAT COMES TO OUR ATTENTION TO THE APPROPRIATE AUTHORITIES. WE DO NOT GUARANTEE CONTINUOUS UNINTERRUPTED OR SECURE ACCESS TO THE SOCIS SITE. OPERATION OF THE SOCIS SITE MAY BE SUBJECT TO INTERFERENCE FROM NUMEROUS FACTORS OUTSIDE OUR CONTROL. FURTHER, SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE SOCIS WEBSITE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR ANY OTHER COURSE OF ACTION BY ESA.
5. LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL ESA, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOCIS (HOWEVER ARISING, INCLUDING NEGLIGENCE). SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO 1,000 EUROS. SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6.1 Applicable Law
This Agreement shall be governed by the laws of France.
6.2 Dispute Settlement
When events occur or matters arise that may occasion a question of interpretation or implementation of the terms of this agreement, ESA and you will consult with each other. Any dispute ensuing from the fact that such consultations were not conclusive may, at your request or at the request of ESA, be submitted to arbitration according to the Rules of Arbitration of the International Chamber of Commerce. The arbitral tribunal shall sit in Paris, France and the language of the arbitration shall be English.
6.4 Assignment; Binding Effect. You may not assign or delegate this Agreement, or any rights, duties, or obligations hereunder, without the prior written approval of ESA. ESA may assign or delegate this Agreement; or any rights, duties or obligations hereunder upon notification, which may be posted on the Site or sent to the contact information you provided upon registration. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, and personal representatives of the parties hereto, except to the extent of any contrary provision of this Agreement or the Terms of Service.
6.5 Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect our intent hereunder.
6.6 Amendments. ESA reserves the right at any time to amend this Agreement. Any changes made will be effective immediately upon notice, which we may give either by posting the revised Agreement on the Site or via electronic mail. Your continued participation in the SOCIS after such notice will be deemed acceptance of such changes.
6.7 Entire Agreement. This Agreement, together with the Terms of Service and FAQs (which are hereby incorporated into this Agreement by this reference), represents the entire understanding between you and ESA relating to the subject matter hereof, and supersedes any prior agreements (except for the Terms of Service and the FAQs) between you and ESA on this subject matter. If any term or provision of this Agreement conflicts with the Terms of Service, the Terms of Service shall govern. You hereby agree that you have read, understand, and agree to all of the terms and conditions in this Agreement and that you are hereby bound by the terms of this Agreement, the Terms of Service, and the FAQs throughout your participation in the SOCIS and forever afterward. You hereby agree to sign a written copy of this Agreement upon our request.