CONTRIBUTOR LICENSE Agreement

1. This contributor license agreement (Agreement) is between Nautech Systems Pty Ltd (ACN 609 589 237) (We, Us, Our) and the individual contributing to Our open source Software (You, Your).
2. By submitting a Contribution to Our Software, You accept and agree to be bound by this Agreement.

Grant of Licence

3. You have agreed to provide Your Contribution to Our Software.
4. We own all rights in the Software. We grant You a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence to access our Software for the purpose of making Your Contributions.
5. By making Contributions to Our Software, you hereby grant to Us a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, transferable and sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, commercialise, create derivative works from, distribute, perform, and display the Contributions in any form, medium, or technology.
6. If You have any Moral Rights in any Contributions, you agree to waive those Moral Rights and consent to Our use or infringement of those Moral Rights. This is common for open source projects and helps to streamline software development and usage.
7. You acknowledge and agree that You are submitting Contributions voluntarily and that We are not required to provide any compensation or remuneration for Your Contributions.

Representations and Warranties

8. You represent and warrant that:

• (i) You have all the necessary rights, power and authority to licence the Contributions to Us;
• (ii) that Our use of the Contributions will not infringe the intellectual property rights of any third party; and
• (iii) You are not aware of any actual or potential conflicts of interest by accepting this Agreement, including at law or under any other instrument binding on You.

General

9. Assignment: You agree that we may assign, novate or deal with the whole or any part the rights and obligations under this Agreement without your prior written consent.
10. No Obligation: You acknowledge and agree that We are under no obligation to use or incorporate Your Contributions into the Software. We reserve the right to modify or remove any Contributions at Our sole discretion.
11. Consequential Loss: Despite anything to the contrary, to the maximum extent permitted by law, neither party will be liable under this Agreement for any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
12. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the parties.
13. Jurisdiction: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
14. Dispute Resolution: In the event of a dispute, You must contact Us and attempt to resolve the dispute in good faith. If the matter can’t be resolved, either party may refer the matter to a mediator. The costs of the mediation will be shared equally between the parties.

Definitions

15. In this Agreement:

• (i) Contributions means any know-how, processes, circuit layouts, software, computer programs, databases, source codes, tools, data, documentation, feedback, information or any other work that You submit, in any form or manner, to Our Software.
• (ii) Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.
• (iii) Software means Our open source software project licensed under LGPL v3.0, available at https://github.com/nautechsystems/nautilus_trader.

16. Last updated: 4th October 2024.