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key
olf-icla-1.0
short_name
OLF-ICLA-1.0
name
Open Logistics Foundation Individual Contributor ICLA 1.0
category
CLA
owner
Open Logistics Foundation
homepage_url
https://www.openlogisticsfoundation.org/licenses
spdx_license_key
LicenseRef-scancode-olf-icla-1.0
text_urls
ignorable_authors
  • the Open Logistics Foundation
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license_text
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