Corporate Contributor License Agreement

Corporate Contributor License Agreement (CCLA), Version 1.4

This Corporate Contributor License Agreement is entered into by and between the undersigning Software Developer (“Company” or “you”) and Crate.IO GmbH, a German company with its registered office at c / o Mindspace Herzogspitalstraße 24, 80331 Munich, Germany (“Crate”, “us” or “we”). This Agreement is effective as of the Effective Date below. The rights that you grant to us under these terms are effective on the date you first submitted a Contribution to us, even if your submission took place before the date you agreed to these terms and conditions.

1. Definitions

“Contribution” shall mean any original work of authorship, including any modifications or additions to an existing work that is intentionally submitted by you to Crate for inclusion in, or documentation of, any of the products owned or managed by Crate (the “Work”). For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Crate or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or behalf of, Crate for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by you as “Not a Contribution”.

2. Grant of Copyright License

You hereby grant to Crate and to recipients of software distributed by Crate a perpetual, non-exclusive, no-charge, royalty free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works, subject to the terms and conditions of this CCLA.

3. Grant of Patent License

You hereby grant to Crate and to recipients of software distributed by Crate a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Contribution(s) alone or by combination of your Contribution(s) with the Work, to which such Contribution(s) was submitted, subject to the terms and conditions of this CCLA. In case of a patent litigation against you or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this CCLA for that Contribution or Work shall terminate as of the date such litigation is issued.

4. Representations

You represent that:

(a) you are legally entitled to grant the above license;
(b) each employee of the Company designated on Schedule A below (or in a subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of the Company;
(c) each of Your Contributions is your original creation (see section 7 for submissions on behalf of others).

5. Duties and responsibilities

You may provide support for free, for a fee, or not at all. You are not expected to provide support for your Contribution except to the extent you desire to provide support. Unless required by applicable law or agreed to in writing, you provide your Contributions on an “as is” basis, without warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title non-infringement, merchantability, or fitness for a particular purpose.

It is your responsibility to notify Crate when any change is required to the list of designated employees authorized to submit Contributions on behalf of the Company, or to the Company’s Point of Contact with Crate.

You agree to notify Crate of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

6. Miscellaneous

6.1 Any term of this Agreement may be amended or waived only with the written consent of Crate and Company. Any notice required or permitted to be given under this Agreement shall be delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, to the address of the other party first set forth above, or to such other address as a party may designate by written notice in accordance with this Section 8, (iii) by overnight courier, or (iv) by fax or e-mail with receipt confirmed or confirming copy mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered.

6.2 This Agreement may not be assigned without consent of the other party, except to a party's successor-in-interest to all or substantially all of the business or assets of the assigning party. Any assignment made in contravention of the above shall be void and of no effect.

6.3 This Agreement constitutes the sole entire agreement between the parties pertaining to the subject matter hereof, and supersedes all oral negotiations and prior writings with respect to the subject matter within this Agreement. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. If any provision of this Agreement is found to be invalid or unenforceable and cannot be modified to the extent necessary, such provision shall be severed from the Agreement and the remainder of this Agreement shall be interpreted so as to best reflect the original intent of the parties.

6.4 The relationship of the parties under this Agreement is that of independent contractors, and neither party will have the right to act as the agent of the other party.

6.5 This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflicts of laws principles.