Ultralytics Individual Contributor License Agreement

Thank you for your interest in contributing to open source software projects (“Projects”) made available by Ultralytics Inc. (“Ultralytics”). This Individual Contributor License Agreement (“Agreement”) sets out the terms governing any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or other works of authorship that you submit or have submitted, in any form and in any manner, to Ultralytics in respect of any Projects (collectively “Contributions”). If you have any questions respecting this Agreement, please contact hello@ultralytics.com.

You agree that the following terms apply to all of your past, present and future Contributions. Except for the licenses granted in this Agreement, you retain all of your right, title and interest in and to your Contributions.

Copyright License. You hereby grant, and agree to grant, to Ultralytics a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute your Contributions and such derivative works, with the right to sublicense the foregoing rights through multiple tiers of sublicensees.

Patent License. You hereby grant, and agree to grant, to Ultralytics a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer your Contributions, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Contributions alone or by combination of your Contributions with the Project to which such Contributions were submitted, with the right to sublicense the foregoing rights through multiple tiers of sublicensees.

Moral Rights. To the fullest extent permitted under applicable law, you hereby waive, and agree not to assert, all of your “moral rights” in or relating to your Contributions for the benefit of Ultralytics, its assigns, and their respective direct and indirect sublicensees.

Third Party Content/Rights. If your Contribution includes or is based on any source code, object code, bug fixes, configuration changes, tools, specifications, documentation, data, materials, feedback, information or other works of authorship that were not authored by you (“Third Party Content”) or if you are aware of any third party intellectual property or proprietary rights associated with your Contribution (“Third Party Rights”), then you agree to include with the submission of your Contribution full details respecting such Third Party Content and Third Party Rights, including, without limitation, identification of which aspects of your Contribution contain Third Party Content or are associated with Third Party Rights, the owner/author of the Third Party Content and Third Party Rights, where you obtained the Third Party Content, and any applicable third party license terms or restrictions respecting the Third Party Content and Third Party Rights. For greater certainty, the foregoing obligations respecting the identification of Third Party Content and Third Party Rights do not apply to any portion of a Project that is incorporated into your Contribution to that same Project.

Representations. You represent that, other than the Third Party Content and Third Party Rights identified by you in accordance with this Agreement, you are the sole author of your Contributions and are legally entitled to grant the foregoing licenses and waivers in respect of your Contributions. If your Contributions were created in the course of your employment with your past or present employer(s), you represent that such employer(s) has authorized you to make your Contributions on behalf of such employer(s) or such employer(s) has waived all of their right, title or interest in or to your Contributions.

Disclaimer. To the fullest extent permitted under applicable law, your Contributions are provided on an "asis" basis, without any warranties or conditions, express or implied, including, without limitation, any implied warranties or conditions of non-infringement, merchantability or fitness for a particular purpose. You are not required to provide support for your Contributions, except to the extent you desire to provide support.

No Obligation. You acknowledge that Ultralytics is under no obligation to use or incorporate your Contributions into any of the Projects. The decision to use or incorporate your Contributions into any of the Projects will be made at the sole discretion of Ultralytics or its authorized delegates.

Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The parties hereby submit to venue in, and jurisdiction of the courts located in New York, New York for purposes relating to this Agreement. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.

Assignment. You agree that Ultralytics may assign this Agreement, and all of its rights, obligations and licenses hereunder.

FAQ

What is the purpose of the Ultralytics Individual Contributor License Agreement?

The Ultralytics Individual Contributor License Agreement (ICLA) governs the terms under which you contribute to Ultralytics' open-source projects. It sets out the rights and obligations related to your contributions, including granting copyright and patent licenses, waiving moral rights, and disclosing any third-party content.

Why do I need to agree to the Copyright License in the ICLA?

Agreeing to the Copyright License allows Ultralytics to use and distribute your contributions, including making derivative works. This ensures that your contributions can be integrated into Ultralytics projects and shared with the community, fostering collaboration and software development.

How does the Patent License benefit both contributors and Ultralytics?

The Patent License grants Ultralytics the rights to use, make, and sell contributions covered by your patents, which is crucial for product development and commercialization. In return, it allows your patented innovations to be more widely used and recognized, promoting innovation within the community.

What should I do if my contribution contains third-party content?

If your contribution includes third-party content or you are aware of any third-party intellectual property rights, you must provide full details of such content and rights when submitting your contribution. This includes identifying the third-party content, its author, and the applicable license terms. For more information on third-party content, refer to the Third Party Content/Rights section of the Agreement.

What happens if Ultralytics does not use my contributions?

Ultralytics is not obligated to use or incorporate your contributions into any projects. The decision to use or integrate contributions is at Ultralytics' sole discretion. This means that while your contributions are valuable, they may not always align with the project's current needs or directions. For further details, see the No Obligation section.