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90 changes: 69 additions & 21 deletions CLA.md
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# Contribution License Agreement

This Contribution License Agreement ("Agreement") is agreed to by the party signing below ("You"), and conveys certain license rights to CoreWeave, Inc. ("CW"), for Your contributions to CW open source projects. This Agreement is effective as of the latest signature date below ("Effective Date").
This Contribution License Agreement ("Agreement") is between the undersigned contributor ("you") and CoreWeave, Inc. ("CoreWeave"), acting on its own behalf and on behalf of its Affiliates that own, sponsor, maintain, or manage a Project. It is effective on the earlier of (a) the date you first make a Submission to a Project and (b) the date you sign or otherwise accept this Agreement below (the "Effective Date").

1. **Definitions**
## 1. Definitions

**Code** means the computer software code, whether in human-readable or machine-executable form, that is delivered by You to CW under this Agreement.
**Affiliate** means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with CoreWeave, for so long as such Control exists.

**Project** means any of the projects owned or managed by CW and offered under a license approved by the Open Source Initiative (www.opensource.org).
**Control** means ownership of more than 50% of the voting interests of an entity, or the power to direct or cause the direction of its management or policies, whether through ownership of voting securities, by contract, or otherwise.

**Submit** is the act of uploading, submitting, transmitting, or distributing code or other content to any Project, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Project for the purpose of discussing and improving that Project, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Submission."
**Code** means software code, whether in source-code or executable form, that you Submit to a Project.

**Submission** means the Code and any other copyrightable material Submitted by You, including any associated comments and documentation.
**Covered Entity** means CoreWeave or any Affiliate that owns, sponsors, maintains, or manages a Project.

2. **Your Submission.** You must agree to the terms of this Agreement before making a Submission to any Project. This Agreement covers any and all Submissions that You, now or in the future, Submit to any Project.
**Project** means any software or other project owned, sponsored, maintained, or managed by a Covered Entity and made available under a license approved by the Open Source Initiative (www.opensource.org) or under other license terms specified by a Covered Entity.

3. **Licenses.**
**Submit** means to upload, submit, transmit, or distribute Code or other content to a Project, including through source-code control systems, issue trackers, code-review tools, mailing lists, discussion forums, and similar systems managed by or for a Project to discuss or improve that Project. **Submit** does not include material that you conspicuously designate in writing as "Not a Submission."

a. **Copyright License.** You grant to CW a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the Submission to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute the Submission and such derivative works, and to sublicense any or all of the foregoing rights to third parties.
**Submission** means the Code and any other copyrightable material that you Submit, including associated comments and documentation.

b. **Patent License.** You grant to CW a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under your patent claims that directly read on the Code to make, have made, use, offer to sell, sell and import or otherwise dispose of the Code.
## 2. Scope

c. **Other Rights Reserved.** Each party reserves all rights not expressly granted in this Agreement. No additional licenses or rights whatsoever (including, without limitation, any implied licenses) are granted by implication, exhaustion, estoppel or otherwise.
You must agree to this Agreement before making a Submission to a Project. This Agreement applies to all Submissions that you now or later Submit to a Project. If you are entering into this Agreement on behalf of an entity (such as your employer), you represent that you are authorized to bind that entity, and "you" means that entity.

4. **Representations and Warranties.** You represent that a) You are legally entitled to grant the above licenses, b) You represent that each of Your Submissions is entirely Your original work, c) none of Your Contributions includes any third party copyrights, patents, trade secrets, licenses or other restrictions, and d) if You are an individual employed by another individual or a legal entity, You represent that Your employer has waived any of its rights in Your Contributions. You are not expected to provide support for Your Submission, unless you choose to do so. UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTION 4, THE SUBMISSION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
## 3. Copyright License

5. **Notice to CW.** You agree to notify CW in writing of any facts or circumstances of which You later become aware that would make Your representations in this Agreement inaccurate in any respect.
You grant to CoreWeave and each other Covered Entity a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use, reproduce, modify, prepare derivative works of, publicly display, publicly perform, distribute, sublicense (through multiple tiers), and otherwise exploit your Submission, including as part of a Project and under the license terms applicable to that Project or under different license terms. To the extent permitted by applicable law, you waive, and agree not to assert, any moral rights you have in your Submission against CoreWeave, any Covered Entity, or their licensees.

6. **Information about Submissions.** You acknowledge that contributions to Projects and information about contributions may be maintained indefinitely and disclosed publicly, including your name and other information that you submit with Your Submission.
## 4. Patent License

7. **Governing Law/Jurisdiction/Attorneys' Fees.** This Agreement shall be construed and controlled by the laws of the State of California, and the parties consent to exclusive jurisdiction and venue in the courts of San Francisco. The parties waive all defenses of lack of personal jurisdiction and forum non- conveniens.
You grant to CoreWeave and each other Covered Entity a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under any patent claim that you can license and that would be necessarily infringed by your Submission alone or by the combination of your Submission with the Project to which you Submit it, to make, have made, use, offer to sell, sell, import, and otherwise dispose of your Submission and the related Project.

8. **Entire Agreement/Assignment.** This Agreement is the entire agreement between the parties, and supersedes any and all prior agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement may be assigned by CW.
## 5. No Other Licenses

By Signing, You accept and agree to the terms of this Contribution License Agreement for Your present and future Submissions to CW.
Except for the licenses expressly granted in this Agreement, each party reserves all rights. No license or other right is granted by implication, exhaustion, estoppel, or otherwise.

Name ("You"): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
## 6. Your Statements

Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
You state that:

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
a. you have the legal right to grant the licenses in sections 3 and 4;

GitHub Username: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
b. each Submission is your original work, or you otherwise have sufficient rights to Submit it and to grant the licenses in this Agreement;

c. if another person or entity, including your employer, has rights in a Submission, you have obtained any consent or approval needed for you to Submit that Submission and grant the licenses in this Agreement;

d. no Submission includes any third-party copyrights, patents, trade secrets, or material that is subject to confidentiality obligations or other restrictions that would be inconsistent with this Agreement; and

e. no Submission contains any malicious code or other material intentionally designed to disrupt, disable, or harm a Project or its users.

You are not required to provide support for any Submission unless you separately agree to do so.

**EXCEPT FOR THE STATEMENTS IN THIS SECTION, AND EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR AGREED IN WRITING, EACH SUBMISSION IS PROVIDED "AS IS," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.**

## 7. Notice of Inaccuracy

You will promptly notify CoreWeave if you become aware of facts or circumstances that would make any statement in section 6 inaccurate.

## 8. Public Information About Submissions

You acknowledge that Submissions to a Project, and information about those Submissions, may be maintained indefinitely and disclosed publicly, including your name, username, and other information that you choose to submit with a Submission.

## 9. Beneficiaries and Assignment

Each Covered Entity is an express third-party beneficiary of this Agreement (including sections 3, 4, and 6) and may enforce the provisions that benefit it directly. CoreWeave may assign this Agreement, in whole or in part, to any Covered Entity or to any successor in connection with a merger, reorganization, or sale of all or substantially all of the relevant business or assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

## 10. Governing Law and Venue

This Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws rules. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party waives any objection based on lack of personal jurisdiction or forum non conveniens.

## 11. Entire Agreement; Miscellaneous

This Agreement is the entire agreement between you and CoreWeave regarding its subject matter and supersedes all prior or contemporaneous understandings about that subject matter. Any amendment must be in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions will remain in effect. No failure or delay in exercising any right operates as a waiver. Section headings are for convenience only. This Agreement may be accepted electronically and in counterparts, each of which is an original and all of which together form one agreement.

By signing below, by making a Submission, or by otherwise accepting this Agreement electronically, you agree to this Contribution License Agreement for your present and future Submissions to Projects.

---

Name ("you"): _____________________________________________

Title (if applicable): _____________________________________________

Entity/Employer (if applicable): _____________________________________________

Signature: _____________________________________________

Date: _____________________________________________

Email: _____________________________________________

GitHub Username: _____________________________________________
16 changes: 13 additions & 3 deletions CONTRIBUTING.md
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Expand Up @@ -5,9 +5,19 @@ submit issues, but external pull requests are not accepted.

## Contribution License Agreement

Before making a submission, you must agree to the
[CoreWeave Contribution License Agreement](CLA.md). The agreement does not change
the contribution policy above; external pull requests are not accepted.
Contributors must agree to the [CoreWeave CLA](./CLA.md) when pushing code to this project.

Agreement with the CoreWeave CLA must be signified by including a `Signed-Off-By`
trailer in every submitted Git commit to this repository. By signing off, you
certify that you have the right to submit the contribution and that you agree to
and are bound by the CoreWeave Contributor License Agreement in effect at the date
of your submission, found in [CLA.md](./CLA.md), which governs your submission. If
you are contributing on behalf of an entity, you further certify that you are
authorized to bind that entity to the CLA.

Individual commits can be signed using the `--signoff` option to
[`git commit`](https://git-scm.com/docs/git-commit#Documentation/git-commit.txt---signoff);
or a repo as a whole can use the `commit.signoff` configuration option.

## License headers
<!--- REUSE-IgnoreStart -->
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