Individual Corporate Contributor License Agreement
Last updated: February 5th, 2024
Individual Corporate Contributor License Agreement (ICCLA), Version 1.4
Thank you for your interest in making a Contribution to a project of Crate.IO GmbH, c / o Mindspace Herzogspitalstraße 24, 80331 Munich, Germany (“Crate” or “we”). In order to clarify the intellectual property license granted with Contributions from you, Crate must have an Individual Corporate Contributor License Agreement ("ICCLA") 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.
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 ICCLA must be authorized to sign for and bind such entity.
“You” shall mean the copyright owner or legal entity authorized by the copyright owner that is making this ICCLA 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, with regard to your Contributions and such derivative works, nonexclusive, perpetual, worldwide, irrevocable rights of use and exploitation with no limit as to subject matter, in any form whether presently known or hereafter devised. In particular, this license includes the right of Crate to edit, translate and otherwise reengineer the Contributions, subject to the terms and conditions of this ICCLA. This license authorizes Crate to fully license, sell, rent out, reproduce, publish, disseminate, and make available, through any channel of communication as may be chosen, your Contributions. This includes the right to assign the granted rights of use and exploitation or parts thereof. The assignment of any and all rights by you shall be at no charge and royalty-free.
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.
4. 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.
5.1Any 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.
5.2 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.
5.3 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.
5.4 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.
5.5 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 Munich, 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.