Open Logistics Foundation
Individual Contributor License Agreement (“CLA”)
Version 1.0, October 2024
https://www.openlogisticsfoundation.org/licenses

The Open Logistics Foundation provides a framework for the design, development
and use of open
source solutions in logistics. Within this framework, developers bring together
their efforts for increased
efficiency and successful commercial use on the basis of open source components.

This CLA enables the Contributor to submit Contributions to the Open Logistics
Foundation, or to have
them submitted, and to grant the rights stated below in such Contribution/s
in their entirety. This CLA
determines which of the Contributor’s rights in their Contributions to the
Open Logistics Foundation will
be granted by the Contributor to the Open Logistics Foundation and the conditions
that must be
observed in that regard.

By way of conclusion of this CLA, the Contributor accepts the following conditions
for their current and
future Contributions to the Open Logistics Foundation. Except for the licenses
granted in this CLA to the
Open Logistics Foundation and the recipients of Works containing such Contribution
distributed by the
Open Logistics Foundation, the Contributor reserves all rights in their Contributions.

Please complete, sign and send this Agreement to info@openlogisticsfoundation.org.
The CLA is
concluded when the Open Logistics Foundation expressly confirms the conclusion
of the CLA or
activates access to the Open Logistics Repository for the Contributor, thereby
enabling the Contributor
to submit Contributions.

Individual name:

Postal address:

Account name:

E-Mail:

Referred to as “Contributor” or “you”

1 Definitions

(1) “Contribution” means any work protected under copyright, design and/or
patent law, including any
modifications of or additions to this work as well as adaptations of the work,
that are submitted by
the Contributor as right holder to the Open Logistics Foundation for inclusion
in works developed
and distributed by the Open Logistics Foundation. Within the meaning of this
definition, “submit”
means any form of electronic or written communication which is intentionally
submitted to the Open
Logistics Foundation to discuss or improve a current or future work or project
undertaken by the
Open Logistics Foundation, including but not limited to communications sent
via electronic mailing
lists, source code control systems and issue tracking systems; however, communications
that the
Contributor have clearly marked as “no contribution”, or which are otherwise
identified as such in
writing, are excluded.

(2) “Work” means any work protected under copyright, design and/or patent
law containing a
Contribution.

(3) “Committers” are persons named by the Open Logistics Foundation or by
Contributors who have
write access to works or projects undertaken by the Open Logistics Foundation
in the version control
system.

(4) “Source Code” means the version of the code of the respective Contribution
– if the Contribution is
a software – in the programming language.

(5) “Object Code” means the product of a compilation or translation process
of the Source Code.

2 Granting of usage rights

The Contributor hereby grants the Open Logistics Foundation and any third party
who receives and/or
uses a Work or the Contributions themselves – whether adapted or not - , insofar
as applicable to the
respective Contributions, to such Contributions

•  the royalty-free and non-exclusive right,
•  sublicensable for commercial and non-commercial purposes
•  worldwide and perpetual,
•  irrevocable and non-terminable,

to use the Contributions in their original form or in modified, translated,
edited or transformed form on
their own or as a part of a Work in the following ways:

• use them in any hardware and software environment, - insofar as the Contribution
is a software
– in particular to store or load them permanently or temporarily, to display
them and run them,
including to the extent reproductions are necessary to that end,
•  modify, translate, edit or transform them in another way,
• store, reproduce, exhibit or publish them, distribute them in tangible or
intangible form, on any
medium or in any other way, for commercial and non-commercial purposes, in particular
to
communicate them privately or publicly, also through image, audio and other
information
carriers, irrespective of whether by wire or wireless means,
• use them in databases, data networks and online services, including the
right to make it available
in Source Code or Object Code to users of the aforementioned databases, networks
and online
services for research and retrieval purposes,
•  allow third parties to use or operate them,
• use them not only for own purposes but also to provide services to third
parties,
•  distribute them.

The above right of use relates to the Contributions, in particular – insofar
as the Contribution is a
software– their Source Code and Object Code in any and all forms. The above
usage rights include – where
applicable – design rights.

3 Granting of a patent license

(1) For any patents (including pending patent applications) owned and licensable
by the Contributor at
the time of the submission of the Contribution, the Contributor hereby grants
the Open Logistics
Foundation and any third party who receives and/or uses a Work containing the
Contributions or the
Contributions themselves - adapted or not - a

•  perpetual,
•  worldwide,
•  non-exclusive,
•  free of charge,
•  irrevocable

patent license in all rights deriving from the patent to

•  produce,
•  arrange to have produced,
•  use,
•  offer for sale,
•  sell,
•  import and otherwise transfer

the Work or the respective Contributions.

However, this patent license covers only those rights deriving from the patent
of the respective
Contributor as are indispensable in order not to infringe that patent and only
to the extent that the
use of the Contributor’s respective Contribution, whether in itself or as
a combination with other
Contributions of the Contributor or any third parties together with the Work
for which these
Contributions were submitted, would otherwise infringe that patent. For avoidance
of doubt, no
patent licenses are granted for the use of a Work or the Contribution which
become necessary for
lawful use because third party modifications are made to the Work or the respective
Contribution
after the Contribution has been submitted by the Contributor.

(2) If any entity or person institutes patent litigation against You or any
other entity or person (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 person or entity under this CLA for that Contribution or Work
shall terminate as of
the date such litigation is filed.

(3) The Contributor is entitled to decide in its own discretion to abandon respectively
maintain any
patent for which he has granted a patent license in accordance with para. 1
of this Section 3.

4 Contributor’s binding representations

(1)  The Contributor hereby represents that

a. it is entitled to grant the usage rights and - to the extent applicable -
patent licenses for
Contributions under this CLA, and
b. by granting usage rights under Section 2 above and patent licenses under
Section 3
above, they are not infringing any rights granted by the Contributor to third
parties.

(2) If the Contributor wishes to submit a third-party work, this must take place
separately from any
Contribution, in which case the complete details of the source and all licenses
or other limitations
(including but not limited to any associated patents, trademarks and licensing
agreements) which
they are personally aware of must be provided. The corresponding work must be
clearly identified as
a third-party work when it is submitted.

5 Trademarks

The Contributor does not grant permission to use its trade names, trademarks,
service marks or product
names.

6 No restriction on other use by the Contributor

The Contributor is expressly permitted to use and exploit the Contributions
on a commercial or non–
commercial basis – individually, in part or as part of another work – in
accordance with the rights held by
the Contributor, provided that such other use or exploitation does not conflict
with the rights granted
under this CLA.

7 Obligations of the Open Logistics Foundation

(1) The Open Logistics Foundation is not obliged to incorporate the Contributor’s
Contributions into any
Work or to use them in any other way.

(2) If a Work is distributed by the Open Logistics Foundation by way of incorporation
of the Contributor’s
Contributions or if the Contributions themselves are distributed, the Open Logistics
Foundation is
obliged - irrespective of whether the Contributions have been modified by the
Open Logistics
Foundation or any third party -

a. to retain and to oblige the recipients of the Work to retain all copyright,
patent, trade
mark and name credit notices in the Contributions - in the form as distributed
- with the
exception of those notices that do not pertain to any part of the distributed
Contributions;
b. to grant the Contributor a license to the rights in the distributed Work
that contains the
Contributor’s Contributions, corresponding to Sections 2 and 3 above.

8 Contributor’s assumption of the role of Committer

If the Open Logistics Foundation under a separate agreement assigns the role
of a Committer to the
Contributor and the Contributor accepts the role, the Contributor must comply
with the guidelines,
policies and codes of conduct imposed as part of the assignment.

9 Limitation of liability

Except in cases of intent and gross negligence, the Contributor shall not be
liable towards the Open
Logistics Foundation for direct or indirect, material or immaterial losses of
any kind arising from the use
of the Contributions; this includes but is not limited to loss of goodwill,
interruption of production,
computer failures or errors, loss of data or economic losses, even if the Contributor
has been made aware
of the possibility of such losses. Notwithstanding the above, the Contributor
shall only be liable under
product liability law to the extent that the respective provisions are applicable
to the Contributions.

Except in case of intent or gross negligence the Contributor shall not be liable
that any of the
Contributions is free from any claim of infringement of any patent or any other
intellectual property right
owned by any third party, accurate, devoid of mistakes, complete and/or usable
for any purpose.

10 Other provisions

(1) This CLA is governed by German law, excluding the UN Convention on Contracts
for the International
Sale of Goods (CISG). Exclusive place of jurisdiction for all disputes between
the parties regarding
the interpretation of this CLA is Dortmund. This CLA or any provision thereof
may be amended or
modified only with the mutual consent of the contracting parties as set out
in a written instrument.
This requirement of written form can only be deviated from in writing.

(2) Any failure by the Open Logistics Foundation or the Contributor to insist
that the other Party adhere
to a provision of this CLA in a given situation does not affect the right of
such Party to require
adherence in the same regard at a later date. Waiving compliance with a provision
in one situation
shall not be deemed a waiver of compliance with that provision in the future
or as a waiver of the
provision in its entirety.

(3) If any provision of this CLA should prove to be invalid and unenforceable,
then the validity of the
remaining provisions shall remain unaffected. In this case, that provision will
be replaced, as far as
possible, by an enforceable provision that most closely reflects the meaning
of the original provision.

Location:

Date: 

Signature:

Open Logistics Foundation Emil-Figge-Straße 80 | D-44227 Dortmund | Germany