Agreement to Sub-Licence Your Code

v1.1

1.0 Preamble

This agreement is designed to authorise CodeCogs to distribute any material your submit to CodeCogs on your behalf. Furthermore it permits CodeCogs to take action to protect your investment, while also guaranteeing developers continued access and support for the components they license.

At all times, CodeCogs must be able to guarantee the availability of licences, so that customers can expand their operations and reliance on any one component and CodeCogs as a whoel. For this reason, it is imperative that CodeCogs has rights to issue licences and that the licensee only enters into a single agreement with CodeCogs (not each individual contributor). However, at any time, prior to your submitted code being sub-licensed, you may cancel this agreement and withdraw your code.

CodeCogs respects copyright law and needs to be able to pursue individuals who make unauthorised use of the software. Therefore by entering into this agreement, you authorise CodeCogs to pursue offending parties on your behalf.

In summary this agreement does the following:

Provides CodeCogs with a perpetual licence to your submitted code (including any and all intellectual property rights), which authorising CodeCogs to sub-license your code to others and collect royalities from 3rd parties.
Guarantees you a percentage of any revenue that CodeCogs receives from the licensing of code you submit.
Guarantees you a share of any settlement that is obtained as a result of legal action against unauthorised use of the code you submit.

By submitting code to CodeCogs you are agreeing to these terms and conditions set forth.

If you have any questions regarding this agreement, or if you wish to request any information from CodeCogs, please contact CodeCogs through the website (www.codecogs.com) or at the address: Zyba Ltd, Broadwood, Holford, Bridgwater, Somerset, TA1 1DU, ENGLAND.

The precise terms and conditions are as follows:

2.0 Terms and Conditions of a Perpetual Licence issued to CodeCogs

THIS IS AN AGREEMENT ("CONTRACT") BETWEEN YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY) ("LICENSEE") AND ZYBA LIMITED (THE PARENT OWNER OF CODECOGS.COM) ("CODECOGS"), A LIMITED COMPANY WORKING UNDER THE LAWS OF ENGLAND AND WALES. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

You must read this Contract carefully before indicating your acceptance at the end of the text of this Contract. If you do not agree with the terms and conditions of this Contract you are not obliged to accept them and should not submit Software to CodeCogs.

For good and valuable consideration, Seller has agreed to sell and CodeCogs has agreed to buy, a perpetual licence to use and sublicence the product ("Software") and related explanatory materials (including online, electronic & paper material) ("Documentation") that is submitted to CodeCogs upon the terms and conditions set forth in this Contract.

By entering into this Contract, Seller guarantees that Seller owns the Software in its entirety, and is legally entitled under international copyright law to issue a licence to use this Software. Seller confirms Seller does not hold any contracts, licenses, leases or agreements, oral or written, that conflict with this Contract. Seller hereby indemnifies and agrees to defend CodeCogs against any and all damages, judgments and costs (including reasonable attorneys' fees) related to any claim based upon: an allegation that the Software infringes the intellectual property, copyright or licence of a third party.

By signalling your agreement to this Contract you agree to the following:

For the duration of this agreement, Licensee must not enter into any other legal agreement that conflicts with this agreement.
CodeCogs is able to display the Software on its website and advertise in other printed media.
Licensee can terminate this contract at any time prior to a Commercial sub-licence being issued by CodeCogs on the Software. This agreement will become permanent when CodeCogs credits Licensee's online CodeCogs account with an amount equal to the purchase price specified above (less CodeCogs fees). Licensee's may then request a cheque or bank transfer in British Pounds only (GBP). Any transaction fees incurred by Licensee or CodeCogs in transferring money will be born in full by Licensee and is not the responsibility of CodeCogs.
For each sublicence CodeCogs issues to use the Licensee's code, CodeCogs promises to pay the Licensee an amount equal to the commercial licence sold, less the CodeCogs fees (as published on www.codecogs.com). The published percentage used for this Contract will be the published value on the day of activation of this Contract. It cannot be changed without the consent of CodeCogs and Seller.
Licensee may transfer rights to the royalities from the sale of licenses to other CodeCogs users, however this will not affect the Licensees ownership of underlying material.
In further recognition of Licensee ownership of the Software, CodeCogs promises to share equally with Licensee (after deduction of all CodeCogs's legal fees) any settlement or court awards that CodeCogs obtains as a result of unauthorised use of the Software.

The price of a commercial licence, and the type of licence(s) a piece of code is distributed under, is set by Seller when they submit the code. Seller may at any point in the future request for this information be changed (either via the web site or by contacting the CodeCogs directly: Software Enquiries).

2.1 Contract Cancellation

In the event of CodeCogs ceasing to offer the Software for licensing within the public domain, for a period of six (6) or more months, then this agreement will automatically terminate.

2.2 Governing Law and General Provisions

This Contract shall be governed by and construed in accordance with the laws of the England and Wales whose courts shall have jurisdiction over all disputes relating to this agreement.

If any part of this Contract is found void and unenforceable, it will not affect the validity of the balance of the Contract, which shall remain valid and enforceable according to its terms.