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Contributor License Agreement (CLA)

Version 2.0 — Effective April 2026

OpenConstructionERP Individual Contributor License Agreement

Thank you for your interest in contributing to OpenConstructionERP, created and maintained by Artem Boiko under the DataDrivenConstruction brand ("Project Owner").

By submitting a contribution (code, documentation, or other materials) to the OpenConstructionERP project, you agree to the following terms.

1. Definitions

  • "Contribution" means any original work of authorship, including modifications or additions to existing work, that you submit to the OpenConstructionERP project via pull request, patch, issue, or any other means.

  • "You" (or "Contributor") means the individual or legal entity submitting the Contribution. If you submit on behalf of your employer, you represent that you are authorised to do so.

  • "Project Owner" means Artem Boiko, operating DataDrivenConstruction (currently as a registered small business, Kleingewerbe / Einzelunternehmen, in Germany), and any successor or assign, including without limitation a future German Unternehmergesellschaft (UG (haftungsbeschränkt)) or Gesellschaft mit beschränkter Haftung (GmbH) formed by Artem Boiko. Your grants under this Agreement flow to the Project Owner in each of these forms without additional consent.

2. Grant of Copyright License

You hereby grant to the Project Owner a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in Section 5b) copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and derivative works thereof under any licence, including AGPL-3.0-or-later and any proprietary or commercial licence of the Project Owner's choosing.

This broad grant is required because OpenConstructionERP is dual-licensed (AGPL-3.0-or-later for open-source users, commercial licences for customers who need to avoid AGPL obligations). Without this grant, the Project Owner cannot merge external contributions while preserving the dual-licensing model.

3. Grant of Patent License

You hereby grant to the Project Owner and to recipients of software distributed by the Project Owner a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in Section 5b) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Contribution, where such licence applies only to those patent claims licensable by you that are necessarily infringed by your Contribution alone or by combination of your Contribution with the project.

4. Dual Licensing Right

You understand and agree that the Project Owner may distribute OpenConstructionERP (including your Contributions) under:

  • The GNU Affero General Public License v3.0 or later (AGPL-3.0-or-later) for the open-source community edition, AND
  • A separate commercial licence (see COMMERCIAL-LICENSE.md) for organisations requiring proprietary deployment without AGPL obligations, indemnification, or an SLA.

This dual licensing model is essential to the project's sustainability. The Project Owner's successor entities (UG / GmbH as defined in §1) exercise this right on the same terms.

5. Original Work, Representations

You represent that each Contribution is your original creation and that you have the right to grant the licences above. If your employer has rights to intellectual property you create, either: (a) your employer has waived those rights; or (b) your employer has signed a separate Corporate CLA with the Project Owner; or (c) your employer has given you written permission to make Contributions on its behalf.

5a. Waiver of Moral Rights

To the extent permitted by applicable law, you waive — and agree not to assert against the Project Owner or downstream licensees — any moral rights you hold in the Contribution (including the right of attribution and the right to object to modification). For jurisdictions in which such rights cannot be waived, you grant the Project Owner a perpetual, irrevocable consent to exercise them on your behalf. Nothing in this section reduces your credit in release notes or changelogs where attribution is voluntarily given.

5b. Patent Retaliation

If you or any entity you control initiates a patent claim against the Project Owner, the Software, or any contributor alleging that the Software infringes a patent, the licences granted to you under this CLA (and under any dual commercial licence for the Software) terminate as of the date the claim is filed. This clause mirrors the patent-retaliation terms of Apache-2.0 §3 and exists to protect the commons from infringement litigation initiated by contributors.

5c. Export Control

You represent that you are not located in, and not a resident or national of, a jurisdiction subject to comprehensive US or EU sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea / Donetsk / Luhansk regions of Ukraine), and that your Contribution does not include cryptographic code requiring an export licence you do not hold.

6. No Obligation

You understand that the decision to include your Contribution in the project is at the sole discretion of the Project Owner. There is no obligation to use or incorporate your Contribution.

7. Attribution

The Project Owner will maintain a record of all contributors. Major contributions will be acknowledged in the project's documentation or CHANGELOG where appropriate. Maintaining this record does not create any co-ownership right over the Software.

8. Revocation

This Agreement may be revoked only by mutual written consent. Contributions already merged remain licensed as granted.

9. Disclaimer

Your Contributions are provided on an "AS IS" basis, without warranties or conditions of any kind, express or implied.

10. Governing Law

This Agreement is governed by the laws of the Federal Republic of Germany, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The competent courts of Berlin have exclusive jurisdiction for disputes arising from this Agreement, subject to mandatory consumer-forum rules.

11. How to Sign

Assent to this Agreement is given by:

  1. Signing off on each commit with Signed-off-by: using the same email address as on your GitHub account; and
  2. For first-time contributors, additionally commenting "I have read the CLA and I agree" on your first pull request.

Enforcement is handled by the CLA Assistant integration (https://cla-assistant.io) configured in this repository.

Project Owner: Artem Boiko / DataDrivenConstruction.io Project: OpenConstructionERP (https://github.com/datadrivenconstruction/OpenConstructionERP) Contact: info@datadrivenconstruction.io

If you are contributing on behalf of a company, please contact info@datadrivenconstruction.io for the Corporate CLA.