Copyright © 2022 Mercedes-Benz Group AG
SPDX-License-Identifier: LicenseRef-MB-ISL-1.0
0.0 This Mercedes-Benz Inner Source License 1.0 succeeds the Daimler Inner Source License 1.0 as a later version and is similar in spirit.
0.1 Mercedes-Benz Group AG ("Mercedes-Benz") provides a platform for collaborative development ("SCR") and use of source code and associated data (e.g. parameters, documentation) for use by and for purposes of companies of the Mercedes-Benz Group (§§ 15 et seq. Aktiengesetz, German Stock Companies Act; all such companies together "Mercedes-Benz Companies"). This also includes the use by third parties only as far as these are commissioned directly by a Mercedes-Benz Company with performances for purposes of Mercedes-Benz Companies ("Commissioned Third Parties").
0.2 The SCR and cooperation model is named "Mercedes-Benz Inner Source Platform". Inner Source follows the pattern of Open Source software development, is however restricted to use by and for purposes of Mercedes-Benz Companies due to technical, security, relevance and majority reasons.
0.3 Source code uploads to repositories ("Projects") on the SCR come with the expectation that other parties in this cooperation model will improve such Projects through comments, suggestions, source code to provide benefits of the collaboration for all involved parties.
1.1 The ISL is an agreement by a Mercedes-Benz Company or a Commissioned Third Party, which contributes to or uses content on the SCR ("Participant"), with Mercedes-Benz or another Mercedes-Benz Company also for the direct benefit of other Mercedes-Benz Companies and Commissioned Third Parties. The direct benefit of Commissioned Third Parties is limited to grant of rights according to Section 4.4.
1.2 The ISL applies to Projects uploaded to or available on the SCR,
especially source code and data, that contain this LICENSE.md file
incorporating the unmodified ISL or that expressly refer to the ISL e.g.
by stating "Licensed under Mercedes-Benz Inner Source License 1.0" (all
together "Content").
1.3 The ISL applies to any and all handling and use of Content on the SCR, including copying, integration, making and/or making available modifications as well as any possible use of Content in foreseen or unforeseen manner by any means.
2.1 The ISL is accepted by a Mercedes-Benz Company by accessing or making use of Content on the SCR through its employees or vicarious agents.
2.2 The ISL is accepted by a Commissioned Third Party by accessing or making use of Content on the SCR through its employees or vicarious agents. Subsidiarily, a user acting for a Commissioned Third Party accepts the ISL by such action for himself/herself and on behalf of such Commissioned Third Party.
2.3 Subsidiarily to Sections 2.1 and 2.2, the regulations in this ISL for rights to Content in Sections 3 and 4 are accepted by and apply analogously to any party, which contributes Content to the SCR, in respect of the offer of concession of rights according to Section 3.1 and the scope of rights granted according to Section 4. Such party is not able to accept an offer in respect of Content (see Section 3.2).
2.4 The ISL is prevalent for any Content on the SCR. Any exception from the ISL is only valid if and applicable as far as (i) the ISL itself expressly provides for other stipulations or such is expressly agreed upon in written form for each individual case and (ii) in any case the Content to which an exception applies is to be transparently marked as underlying different stipulations.
2.5 The ISL itself can only be terminated extraordinarily for good cause by notice in written form by one affected party to the other affected parties in respect of specific affected Content. Any obligations which arose before or are caused by such termination remain unaffected. The stipulations on termination of rights according Section 6 of this ISL remain unaffected.
3.1 The Mercedes-Benz Company or Commissioned Third Party which makes Content available on the SCR thereby offers to any other Mercedes-Benz Company and Commissioned Third Party the rights to Content described in Section 4. This applies irrespective of the means of making available Content on the SCR (e.g. upload, pull request, etc.). Contributions, e.g. through pull request, to Content and/or Projects under ISL shall state, "Licensed under Mercedes-Benz Inner Source License 1.0 and any later version similar in spirit". Such offer is valid as long as such Content or a modification of such Content is available on the SCR.
3.2 Any Mercedes-Benz Company can accept such offer in respect of Content available on the SCR by accessing or using such Content in any way by itself or through Commissioned Third Parties as agreed between the Mercedes-Benz Company and the Commissioned Third Party in the course of commissioning. A Commissioned Third Party can accept such offer only within the scope of its duties commissioned by a Mercedes-Benz Company and subject to Section 4.4 by accessing or using such Content. Prerequisite for an acceptance is a valid agreement of the ISL. Any restriction or reservation for acceptance of the ISL makes acceptance of the offer null and void.
4.1 Upon acceptance of an offer to Content, the rights to such Content are granted directly by the Participant to the accepting entity non-exclusively.
4.2 The rights to Content encompass any and all possible handling and use of such Content for any purposes of Mercedes-Benz Companies in any possible foreseen and unforeseen manner by any means and in any form. This especially encompasses any reproduction, translation, adaptation, arrangement and other modifications as well as the reproduction of the results thereof, any form of distribution of Content or modified Content including rental. This also encompasses any use without attribution to any authors of Content as far as legally possible. The rights do not entitle to remove any copyright information or legal notice unless otherwise expressly entitled under this ISL and especially Section 5.5. Any communication of Content to the public is subject to the additional provisions of Section 5.
4.3 The rights to Content are granted to a Mercedes-Benz Company for the duration of its membership to the Mercedes-Benz Companies.
4.4 The rights to Content granted to Commissioned Third Parties are limited to the necessary use of Content for the benefit of performances for purposes of Mercedes-Benz Companies as far as and as long as such Commissioned Third Party is commissioned with such performances. For the avoidance of doubt, rights to Content granted to Commissioned Third Parties do also terminate with the end of the membership of its commissioning Mercedes-Benz Company to the Mercedes-Benz Companies.
4.5 Any grant of rights to Content beyond the scope of this Section 4 by a holder of rights by separate means remains unaffected. As far as a Commissioned Third Party has granted exclusive rights to specific content to a Mercedes-Benz Company, this Mercedes-Benz Company consents to the grant of rights according to this Section 4 by ordering or allowing the Commissioned Third Party to make such content available on the SCR. Any grant of rights according to this ISL does not restrict rights of a Mercedes-Benz Company to Content except as expressly stated in this Section 4.
4.6 Any rights granted to specific Content according to this Section 4 remain unaffected if the availability of the respective Content on the SCR ends.
4.7 Any license terms and conditions pertaining to Free and Open Source Software (FOSS) as parts of Content or parts of Content from third parties shall prevail over this Section 4. Any obligations of a Participant in connection with FOSS remain unaffected, especially any obligations of a Commissioned Third Parties in the context of its commission.
4.8 Use of licensed Content under a particular version of the ISL, may continue under the terms of that version of the ISL notwithstanding the application of a later ISL version to a repository. Any party contributing to a repository accepts and grants rights to Content including such later application of a later ISL version in accordance with Section 3.1.
4.9 Any Participant who makes Content available on a repository in the SCR entitles the employee responsible for a Project ("Repository Owner") of such repository to decide on external use of such Content according to Section 5 in his/her own discretion as far as entitled by its respective Mercedes-Benz Company.
5.1 Any use of Content beyond the internal purposes of Mercedes-Benz Companies requires the prior express consent of the Repository Owner as far as entitled by its respective Mercedes-Benz Company in each individual case. Use beyond internal purposes of Mercedes-Benz Companies in particular applies to communication of Content to the public, including making available Content or modified Content to the public ("External Use"), whether on a restricted basis or by way of open source software. Consent to External Use is deemed to be given with upload of Content to the SCR, subject to the following provisions. This prerequisite of consent must not be circumvented in any way (e.g. by forking a repository).
5.2 The rights to Content granted to Commissioned Third Parties are limited according to this ISL and do not include the rights to External Use.
5.3 The External Use in form of publication under an open source license is limited to the Repository Owner, as far as entitled by the employing Mercedes-Benz Company.
5.4 For any Content intended for External Use, all current standards, especially for source code, of Mercedes-Benz Companies apply irrespective of the ISL. The Repository Owner has to decide on any External Use including its respective scope in each individual case, taking into account the foreseen benefit for Mercedes-Benz Companies of External Use as well as the inevitable loss of confidentiality of externally disclosed Content. The Repository Owner has to withdraw consent to External Use if its prerequisites lapse. Any Repository Owner shall adequately document any decision in respect of External Use of Content in the repository including the decision and date of decision.
5.5 As long as the necessary consent of the Repository Owner is not withdrawn, the consent includes the External Use of any later contributions to Content of such repository, irrespective of the means of a contribution (e.g. upload, pull request, etc.). Any rights already granted for External Use of specific Content remain unaffected by a later withdrawal of necessary consent to External Use.
5.6 Any External Use of Content requires prior relicensing of the Content, e.g. using a Mercedes-Benz proprietary license. For the avoidance of doubt, this ISL shall not be used in externally disclosed Content.
5.7 Any Participant has to instruct and entitle its Repository Owners according to this Section 5.
6.1 Any rights to any Content granted to a recipient according to Section 4 terminate automatically and completely if the recipient of such rights
(i) declares a termination of the ISL, except within the scope and under the prerequisites of Section 2.5,
(ii) violates the scope of rights granted by this ISL by acts or omissions by itself or through third parties, in case of a Mercedes-Benz Company only after a reasonable cure period expressly set has lapsed without effect, or
(iii) is a legal entity whose membership to the Mercedes-Benz Companies ends. In case of termination of membership of a Mercedes-Benz Company to the Mercedes-Benz Companies "Former Member", the Former Member requires a separate agreement with the Content providing Mercedes-Benz Companies for the further use of Content.
For the avoidance of doubt, any rights granted to Content provided by a Former Member do not terminate by this Section 6.
6.2 Any rights to specific Content granted to a Commissioned Third Party terminate completely and automatically if the commissioning with the performances for Mercedes-Benz Companies, which require the use of the affected Content, ends for whatsoever reason.
6.3 If the ISL is terminated according to Section 2.5, any and all rights to affected Content granted by the terminating party to the affected parties terminate completely and automatically.
6.4 If rights to Content are terminated according to Section 6.1(ii) the recipient may request a license to Content from the offering Mercedes-Benz Company at a later point in time. It is solely up to the discretion of the offering Mercedes-Benz Company to grant rights to such party under the ISL again.
7.1 It lies completely in the sole responsibility of any recipient of any Content to assess and verify if and to which extent such Content is suitable and technically qualified to be used for a particular purpose and a particular application intended by such recipient. Any contractual obligations and duties of Commissioned Third Parties and commissioned Mercedes-Benz Companies (a Mercedes-Benz Company that is commissioned by another Mercedes-Benz Company), especially based on any contract with a Mercedes-Benz Company, remain unaffected and are not restricted.
7.2 The user is solely and completely responsible for any use of Content by itself and on its behalf.
7.3 The user is solely and completely responsible for the fulfillment of any obligations in connection with Content, especially arising out of Free and Open Source licenses or licenses for content from third parties.
8.1 Content is made available and rights to Content are granted without remuneration but with respect to Section 0.3.
8.2 Any Content is made available on the SCR "as is" without warranty. There is no warranty provided by any Participant beyond mandatory statutory obligations and subject to Section 8.4.
8.3 No Participant assumes any liability exceeding mandatory statutory obligations (intentional damage; damage to life and/or body; statutory product liability). This especially applies to any obligations of care or indemnification in connection with Content.
8.4 Any warranty and liability of Commissioned Third Parties and commissioned Mercedes-Benz Companies, especially based on any contract with a Mercedes-Benz Company, remain unaffected and are not restricted by Sections 8.2 and 8.3.
9.1 As any Content is made available for purposes of Mercedes-Benz Companies only, any user of the SCR is obliged to take adequate precautions against unintended or unauthorized access or disclosure of Content to third parties.
9.2 Any Content not expressly marked or declared as "public", according to Mercedes-Benz Information Classification, (by and within Mercedes-Benz Companies) is to be treated as confidential and business secret of Mercedes-Benz Companies by any Mercedes-Benz Company and any Commissioned Third Party. Any such party has to take reasonable precautions, at least as for its own business secrets, to keep such Content secret and protect it against unauthorized disclosure to third parties, especially if a third party is not bound to adequate secrecy. Mercedes-Benz Companies may be entitled to use such Content for External Use in adherence with Section 5. For the avoidance of doubt, the SCR function "public" is by no means to be misunderstood to be such a declaration or marking of "public".
10.1 Any party, which accesses, uses or downloads Content, is solely responsible for adherence to all applicable regulations and requirements including but not limited to the regulations and requirements in connection with export control.
10.2 Any later or new version of the ISL must be approved by the FOSS Center of Competence or any comparable successor thereof.
10.3 Except where otherwise expressly stated, this ISL does not encompass grant of rights to trade marks, patents or similar intellectual property rights.
10.4 This ISL constitutes the complete agreement on its subject matter. Any modifications shall be agreed upon in written form. If any stipulation of this ISL should be held to be invalid or unenforceable, this does not affect the remaining stipulations. The affected parties will substitute an invalid or unenforceable stipulation with a provision that comes as close as possible to the intent and effect of the affected stipulation.
10.5 Irrespective the regulations on dispute resolution in intra-group agreements, the following applies: In case of conflict over applicability and/or interpretation of the ISL between more than one Mercedes-Benz Company, the FOSS Center of Competence, or any comparable successor thereof, shall be addressed by one or the parties jointly to resolve the conflict through an ultimate decision. In the event that such ultimate decision cannot be made, the parties adhere to the regulations on dispute resolution in intra-group agreements if concluded.
10.6 The ISL is governed by applicable German Law for domestic business under exclusion of the UN-purchase rules (CISG). Sole legal venue for any conflict arising in connection with the ISL is the appropriate civil courts in Stuttgart (Mitte), Germany; mandatory statutory jurisdiction remains unaffected.
10.7 Any and all Participants on the SCR are obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the respective Participant or other third parties. In the event of violation of the above, Mercedes-Benz or the right granting Mercedes-Benz Company has the right to immediately withdraw from or terminate all legal transactions existing with the respective Participant and the right to cancel all negotiations. The above notwithstanding, any Participant is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with Mercedes-Benz Companies.