Individual Contributor License Agreement

ICLA

Short Version

This is the short version of our Individual Contributor License Agreement. Please read through the whole agreement though, before signing the contract.

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This is the correct document to sign if:

  • You want to make a contribution to one of our projects
  • You are an individual (i.e., not contributing on behalf of an organization)
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By signing this document:

  • You agree that you are legally able to do so
  • You confirm that your contribution is your original creation
  • You authorize us to use your contribution free of charge and without limitation
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In return:

  • You will be recognized as a contributor
  • We'll send you an CrateDB t-shirt as a thank you

Individual Contributor License Agreement
(Long version)

Thank you for your interest in making a Contribution to a project of Crate.IO GmbH, c/o Techspace Kreuzberg, Lobeckstraße 36-40, 10969 Berlin, Germany (“Crate” or “we”). In order to clarify the intellectual property license granted with Contributions from you, Crate must have an Individual Contributor License Agreement ("ICLA") on file that has been signed by you, a developer of software or other technology (either an individual or an entity), indicating agreement to the license terms below.

By signing below, either in written or electronic form by clicking a button to accept, you are entering into a binding contract with Crate, and you accept the following terms and conditions for your Contributions submitted to Crate. Before signing below, please read the following terms and conditions carefully along with any terms of use provided in the course of the signing process.

This Agreement becomes effective as of the Effective Date below or on the date of your acceptance by clicking a button to accept. 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.

If you are not authorized as set forth above, do not complete the electronic signing process or contribute your code and instead have a person authorized to sign for and bind the copyright owner of the Contribution complete the acceptance process. If the copyright owner or the person authorized by the copyright owner to enter into this Agreement is an entity (corporation, partnership or otherwise), the individual entering into this ICLA must be authorized to sign for and bind such entity.

1. Definitions

“You” shall mean the copyright owner or legal entity authorized by the copyright owner that is making this ICLA with Crate. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“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 ICLA.

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 ICLA. 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 ICLA 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) that each of your Contributions is your original creation (see section 1 for submissions on behalf of others);

(c) your Contribution includes complete details of any third- party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of your Contributions.

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.

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 you. 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 Germany without reference to conflicts of laws principles. You hereby irrevocably consent and waive any objection to the exclusive jurisdiction and venue of the courts of Berlin, Germany with respect to any claims, suits or proceedings arising with respect to Crate’s exercise of the rights granted by you under this Agreement.

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Individual Contributor License Agreement (ICLA)

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