IMPORTANT: PLEASE READ THIS PARTICIPANT AGREEMENT CAREFULLY AND COMPLETELY BEFORE SUBMITTING YOUR APPLICATION FOR SOCIS. 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 SOCIS 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) 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 – an organization or individual running an active and viable open source or free software project whose application (“Application”) is approved by ESA. “ESA” means European Space Agency, whose principal place of business is at 8-10 rue Mario Nikis, 75738 Paris Cedex 15, France. By submitting your Application to ESA, you thus agree to be bound by this Agreement. In this Agreement, the term “Mentor Organization” means any mentoring organization or member thereof participating in the SOCIS Program.
1. ESA SUMMER OF CODE IN SPACE PARTICIPATION
1.1 Mentor Organization Application. By submitting an Application, you hereby agree and notify us that you wish to participate in the ESA SOCIS as a Mentor Organization, and are voluntarily submitting your Application to participate in the SOCIS in accordance with the TOS. You consent to the storage, display, downloading, copying, reviewing, and coverage of your Application by ESA, according to the process set out in the TOS. In addition, you will perform all necessary additional steps that may be required for your further participation in the ESA SOCIS should you be selected to participate.
1.2 Mentor Organization Warranties. You hereby represent, warrant, and agree that: (a) you are an individual or organization running an active and viable open source or free software project; (b) you are or will be 18 years of age or older by the deadline for the application to SOCIS for mentoring organizations.
1.3 Right of Publicity. You also grant ESA the right to use your name and name of your Organization, city, and country for purposes of publicizing, advertising, or otherwise promoting the ESA SOCIS without any payment to you or to any other person or entity.
1.4 Waiver and Release. By sending us your Application, and in order to participate in the SOCIS and use the SOCIS website (the “Site”), 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 your participation in the SOCIS Program. If, notwithstanding the foregoing release, you attempt to raise any claims against ESA, 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.
1.5 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 your participation in the ESA SOCIS Program.
1.6 No Obligation to Use. ESA is not obligated to make any use of any code, or to exercise any of the rights granted to ESA by this Agreement.
2. MENTOR ORGANIZATION OBLIGATIONS
2.1 The Mentor Organization agrees:
(a) To provide a publicly published list of project ideas from which participating students will choose a project to work on for the duration of the Program;
(b) To make available a person or persons to take in student suggestions for projects should those students not find something that appeals to them on the published list and either approve or reject those suggestions;
(c) To make available a person or persons to review the incoming student applications targeted to the Organization and to decide which applications should be accepted;
(d) To make available a person or persons responsible for helping students integrate with the project’s community;
(e) To make available a person or persons to monitor the progress of the students and mentor them as the project proceeds (hereafter “Mentor(s)”);
(f) To make available alternate mentor or mentors ready to take over for the aforementioned Mentor(s) in the event s/he is unable to continue providing guidance to the accepted student applicant;
(g) To provide a written evaluation of each student developer, including but not limited to how s/he worked with the group, if s/he should be invited back should we do another SOCIS, and his/her performance on his/her individual project. The Mentor Organization agrees that ESA may use the results of this evaluation for recruiting purposes. The results of this evaluation will not be made available to the general public or the student participant, except in those cases where the Mentor Organization provides consent for ESA to share the evaluation results with the student and/or public. However, ESA reserves the right to share the Mentor Organization’s evaluation with the student participant or others, with or without consent, in extreme cases such as where the Mentor Organization’s feedback may be vital to arbitration with the student regarding payment or non-payment of stipend; and
(h) To make available an Administrator to represent the Mentor Organization and perform administrative tasks such as submitting their Mentor Organization’s Application, creating the Mentor Organization’s account on the Site, and signing up Mentors and publishing the list of project ideas.
Each participant in the ESA 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 participant’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 Site. 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).
(b) ESA’s liability, and the liability of ESA’s subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is limited to 1,000€. 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 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.