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NETCAP Entity Contributor License Agreement (CLA)

Version 1.0 - Effective Date: 27.12.25

Thank you for your organization's interest in contributing to NETCAP ("Project").
This Entity Contributor License Agreement ("Agreement") ensures that the Project maintainers can continue to offer the Project under both open-source and commercial terms.

This Agreement is entered into by the entity identified below ("You", "Your", or "Entity") and governs all Contributions made by Your employees, contractors, or agents.

1. Definitions

Contribution means any original work of authorship that is intentionally submitted to the Project on behalf of the Entity, including code, documentation, tests, artwork, or other content.

Submit means any form of electronic, written, or verbal communication sent to the Project maintainers or repositories, including pull requests, patches, issues, and emails.

Designated Employees means the employees, contractors, or agents of the Entity who are authorized to submit Contributions on the Entity's behalf, as identified in Schedule A or through another mechanism agreed upon with the Project maintainers.

2. Copyright License Grant

You grant Philipp Mieden and any successor maintainers or assignees of the Project ("Maintainers") a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable license to:

  1. Use, reproduce, modify, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute all Contributions made on behalf of the Entity, in both source and object forms.
  2. Re-license Contributions as part of the Project under:
    • GNU General Public License v3.0 (GPL-3.0); and
    • A proprietary commercial license, including but not limited to licenses granted to Amsterdam Technologies B.V. or its affiliates, allowing third parties to use the Project in closed-source software.

This allows the Maintainers to dual-license the Project and offer commercial licenses.

3. Patent License Grant

You grant the Maintainers and downstream recipients a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license to make, use, sell, offer for sale, import, and otherwise transfer Contributions, insofar as any Contribution or its combination with the Project would otherwise infringe a patent owned or controlled by the Entity.

4. Moral Rights / Attribution

To the maximum extent permitted by applicable law, you irrevocably waive and agree not to assert any moral rights (such as rights of attribution or integrity) in Contributions made under this Agreement, except as required by the open-source license (GPL-3.0). Where waiver is not permitted by law, you agree not to exercise such rights against the Maintainers or their licensees.

5. Entity Representations and Warranties

You represent and warrant that:

  1. You have the legal authority to enter into this Agreement on behalf of the Entity.
  2. You own or control the intellectual property rights in all Contributions submitted under this Agreement, including rights to any work created by employees, contractors, or agents within the scope of their engagement with the Entity.
  3. Each Contribution does not violate any third-party intellectual property rights, contractual obligations, or applicable laws.
  4. You have obtained all necessary internal approvals within the Entity to grant the licenses contained in this Agreement.
  5. Designated Employees submitting Contributions on behalf of the Entity have been properly authorized and informed of the terms of this Agreement.

6. Third-Party Code

If any Contribution includes code, libraries, or other content from a third party:

  1. You must clearly identify and document such third-party content.
  2. You must provide the applicable license for such third-party content.
  3. Such third-party content must be compatible with both GPLv3 and proprietary/commercial licensing (i.e., must not contain copyleft restrictions that would prevent proprietary relicensing).
  4. You acknowledge that Contributions containing incompatible third-party code may be rejected.

7. Indemnification

You agree to indemnify, defend, and hold harmless the Maintainers and their licensees from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

  1. Any breach of the representations and warranties in this Agreement.
  2. Any claim that a Contribution infringes third-party intellectual property rights.
  3. Any third-party claims relating to the Entity's Contributions.

8. No Obligation to Use

The Maintainers are not required to accept or use any Contribution.

9. No Warranty

Contributions are provided "as is", without warranties or conditions of any kind, express or implied.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

Any disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.

11. Term and Amendments

  1. This Agreement is effective upon signature and shall remain in effect until terminated.
  2. Either party may terminate this Agreement with 30 days' written notice, provided that the licenses granted for Contributions made prior to termination shall survive termination.
  3. The Maintainers may update this Agreement for future Contributions. Continued submission of Contributions after notice of an updated Agreement constitutes acceptance of the updated terms.

12. Entire Agreement

This Agreement, together with any schedules attached hereto, constitutes the entire agreement between the Entity and the Maintainers concerning Contributions to the Project and supersedes any prior agreements or understandings.

13. Acceptance

By signing below, the authorized representative of the Entity agrees to be bound by the terms of this Agreement on behalf of the Entity.

Entity Information (Required)

Entity Legal Name:

Entity Address:

Country of Incorporation:

Primary Contact Name:

Primary Contact Email:

Primary Contact Phone:

Authorized Signatory

Printed Name:

Title/Position:

Signature:

Date:

Schedule A: Designated Employees

The following individuals are authorized to submit Contributions on behalf of the Entity:

Name Email GitHub Username

Additional names may be added by written notification to the Project maintainers.