diff --git a/CCLA.md b/CCLA.md new file mode 100644 index 00000000..18006e2f --- /dev/null +++ b/CCLA.md @@ -0,0 +1,188 @@ +# OpenAdapt Corporate Contributor License Agreement + +**Status of this document.** This section is a note for readers and is not part +of the Agreement. + +This Agreement was first published on 2026-08-27. Sign it when an employer, +rather than the individual, owns the intellectual property in a contribution. +An individual who owns their own work signs [`CLA.md`](CLA.md) instead. An +employee listed on Schedule A of a signed copy of this Agreement does not also +need to sign `CLA.md`, although the Company may still ask for a sign-off on each +commit under the Developer Certificate of Origin. + +This Agreement is adapted from the Apache Software Foundation Corporate +Contributor License Agreement V2.0 +(). The changes are: the +recipient of the grant is MLDSAI Inc. rather than a nonprofit foundation; the +third paragraph states how MLDSAI Inc. may use a Contribution, in place of the +Apache paragraph about nonprofit status; Section 1 names the repositories +covered; and Sections 9 and 10 and the signature block are additions. + +--- + +## Corporate Contributor License Agreement V1.0 + +Thank you for your interest in OpenAdapt, a project of MLDSAI Inc. (the +"Company"). This Agreement states the intellectual property license granted with +Contributions from a corporation, partnership, or other entity. + +This Agreement covers Contributions submitted by the employees and agents of the +Corporation named in the signature block below, and designated on Schedule A. +Complete and sign one copy of this Agreement, then send it to +. The signatory must be authorized to bind the Corporation. + +You accept and agree to the following terms and conditions for the present and +future Contributions submitted by the Corporation to the Company. You understand +that the Company develops and distributes both open source software and +proprietary products and services, that the Company may use the Contributions in +either, and that the Company may license, relicense, or sublicense the Work on +terms of its choosing, including terms that are not open source. Except for the +license granted herein to the Company and to recipients of software distributed +by the Company, the Corporation reserves all right, title, and interest in and +to its Contributions. + +### 1. Definitions + +"You" (or "Your") shall mean the copyright owner or legal entity authorized by +the copyright owner that is making this Agreement with the Company. For legal +entities, the entity making a Contribution and all other entities that control, +are controlled by, or are under common control with that entity are considered +to be a single Contributor. For the purposes of this definition, "control" means +(i) the power, direct or indirect, to cause the direction or management of such +entity, whether by contract or otherwise, or (ii) ownership of fifty percent +(50%) or more of the outstanding shares, or (iii) beneficial ownership of such +entity. + +"Work" shall mean any software project owned or managed by the Company, +including every repository of the OpenAdaptAI organization on GitHub +() and any successor to such a repository. + +"Contribution" shall mean any original work of authorship, including any +modifications or additions to an existing work, that is intentionally submitted +by You to the Company for inclusion in, or documentation of, the Work. For the +purposes of this definition, "submitted" means any form of electronic, verbal, +or written communication sent to the Company or its representatives, 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 Company for the purpose of discussing and improving the Work, but +excluding communication that is conspicuously marked or otherwise designated in +writing by You as "Not a Contribution." + +### 2. Grant of Copyright License + +Subject to the terms and conditions of this Agreement, You hereby grant to the +Company and to recipients of software distributed by the Company a perpetual, +worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license +to reproduce, prepare derivative works of, publicly display, publicly perform, +sublicense, and distribute Your Contributions and such derivative works. + +### 3. Grant of Patent License + +Subject to the terms and conditions of this Agreement, You hereby grant to the +Company and to recipients of software distributed by the Company a perpetual, +worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated +in this section) patent license to make, have made, use, offer to sell, sell, +import, and otherwise transfer the Work, where such license applies only to +those patent claims licensable by You that are necessarily infringed by Your +Contribution(s) alone or by combination of Your Contribution(s) with the Work to +which such Contribution(s) was submitted. If any entity institutes patent +litigation against You or any other entity (including a cross-claim or +counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which +You have contributed, constitutes direct or contributory patent infringement, +then any patent licenses granted to that entity under this Agreement for that +Contribution or Work shall terminate as of the date such litigation is filed. + +### 4. Representation of entitlement + +You represent that You are legally entitled to grant the above license. You +represent further that each employee of the Corporation designated on Schedule A +below (or in a later written update to Schedule A) is authorized to submit +Contributions on behalf of the Corporation. + +### 5. Representation of original creation + +You represent that each Contribution is an original creation (see Section 7 for +submissions on behalf of others). You represent that each Contribution +submission includes complete details of any third-party license or other +restriction (including, but not limited to, related patents and trademarks) of +which You are aware and which is associated with any part of the Contribution. + +### 6. No support; no warranty + +You are not expected to provide support for Your Contributions, except to the +extent You desire to provide support. You may provide support for free, for a +fee, or not at all. Unless required by applicable law or agreed to in writing, +You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR +CONDITIONS OF ANY KIND, either express or implied, including, without +limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, +MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. + +### 7. Work that is not an original creation + +Should You wish to submit work that is not an original creation, You may submit +it to the Company separately from any Contribution, identifying the complete +details of its source and of any license or other restriction (including, but +not limited to, related patents, trademarks, and license agreements) of which +You are aware, and conspicuously marking the work as "Submitted on behalf of a +third-party: [named here]". + +### 8. Duty to notify + +It is Your responsibility to notify the Company when any change is required to +the list of designated employees on Schedule A, or to the Corporation's point of +contact with the Company. You agree to notify the Company of any facts or +circumstances of which You become aware that would make these representations +inaccurate in any respect. + +### 9. Effective date and scope + +This Agreement takes effect for the Corporation on the date the Corporation +signs it. It applies to Contributions submitted by a designated employee on or +after that date, and to Contributions submitted by a designated employee before +that date. It does not apply to an entity that has not signed it. + +### 10. Governing law + +This Agreement is governed by the laws of the Province of Ontario and the +federal laws of Canada applicable therein, without regard to conflict of law +principles. + +--- + +## Signature + +``` +Corporation name: +Corporation address: + +Point of contact: +Email: +Telephone: + +Signature: +Name: +Title: +Date: +``` + +### Schedule A — designated employees + +List each employee or agent authorized to submit Contributions on behalf of the +Corporation. Give the full name, the GitHub username, and the email address +associated with their commits. Send an updated Schedule A to + whenever the list changes. + +``` +1. Full name / GitHub username / email +2. +3. +``` + +### Schedule B — excluded works + +List any initial Contribution the Corporation wishes to submit under different +terms, or write "None". Leave blank if the Corporation is not aware of any. + +``` +None +``` diff --git a/CLA.md b/CLA.md new file mode 100644 index 00000000..679b0b2c --- /dev/null +++ b/CLA.md @@ -0,0 +1,174 @@ +# OpenAdapt Individual Contributor License Agreement + +**Status of this document.** This section is a note for readers and is not part +of the Agreement. + +This Agreement was first published on 2026-08-27. It binds a Contributor only +after that Contributor signs it, in one of the ways described under "How to +sign" below. It has no effect on a Contributor who has not signed it, and +signature is never implied by the act of opening a pull request. Contributions +from a Contributor who has not signed remain governed by the inbound repository +license (the MIT License) and by the +[Developer Certificate of Origin 1.1](https://developercertificate.org/). +Once a Contributor signs, Section 9 applies the Agreement to that Contributor's +earlier Contributions as well as their later ones. + +This Agreement is adapted from the Apache Software Foundation Individual +Contributor License Agreement V2.0 (). +The changes are: the recipient of the grant is MLDSAI Inc. rather than a +nonprofit foundation; the second paragraph states how MLDSAI Inc. may use a +Contribution, in place of the Apache paragraph about nonprofit status; Section 1 +names the repositories covered; and Sections 9 and 10 and the "How to sign" +section are additions. + +Corporate contributors: see [`CCLA.md`](CCLA.md). + +--- + +## Individual Contributor License Agreement V1.0 + +Thank you for your interest in OpenAdapt, a project of MLDSAI Inc. (the +"Company"). This Agreement states the intellectual property license granted with +Contributions from any person. The Company must have a signed copy of this +Agreement on file from each Contributor. This license protects You as a +Contributor as well as the Company and the users of the Company's software. It +does not change Your right to use Your own Contributions for any other purpose. + +You accept and agree to the following terms and conditions for Your present and +future Contributions submitted to the Company. You understand that the Company +develops and distributes both open source software and proprietary products and +services, that the Company may use Your Contributions in either, and that the +Company may license, relicense, or sublicense the Work on terms of its choosing, +including terms that are not open source. Except for the license granted herein +to the Company and to recipients of software distributed by the Company, You +reserve all right, title, and interest in and to Your Contributions. + +### 1. Definitions + +"You" (or "Your") shall mean the copyright owner or legal entity authorized by +the copyright owner that is making this Agreement with the Company. For legal +entities, the entity making a Contribution and all other entities that control, +are controlled by, or are under common control with that entity are considered +to be a single Contributor. For the purposes of this definition, "control" means +(i) the power, direct or indirect, to cause the direction or management of such +entity, whether by contract or otherwise, or (ii) ownership of fifty percent +(50%) or more of the outstanding shares, or (iii) beneficial ownership of such +entity. + +"Work" shall mean any software project owned or managed by the Company, +including every repository of the OpenAdaptAI organization on GitHub +() and any successor to such a repository. + +"Contribution" shall mean any original work of authorship, including any +modifications or additions to an existing work, that is intentionally submitted +by You to the Company for inclusion in, or documentation of, the Work. For the +purposes of this definition, "submitted" means any form of electronic, verbal, +or written communication sent to the Company or its representatives, 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 Company for the purpose of discussing and improving the Work, but +excluding communication that is conspicuously marked or otherwise designated in +writing by You as "Not a Contribution." + +### 2. Grant of Copyright License + +Subject to the terms and conditions of this Agreement, You hereby grant to the +Company and to recipients of software distributed by the Company a perpetual, +worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license +to reproduce, prepare derivative works of, publicly display, publicly perform, +sublicense, and distribute Your Contributions and such derivative works. + +### 3. Grant of Patent License + +Subject to the terms and conditions of this Agreement, You hereby grant to the +Company and to recipients of software distributed by the Company a perpetual, +worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated +in this section) patent license to make, have made, use, offer to sell, sell, +import, and otherwise transfer the Work, where such license applies only to +those patent claims licensable by You that are necessarily infringed by Your +Contribution(s) alone or by combination of Your Contribution(s) with the Work to +which such Contribution(s) was submitted. If any entity institutes patent +litigation against You or any other entity (including a cross-claim or +counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which +You have contributed, constitutes direct or contributory patent infringement, +then any patent licenses granted to that entity under this Agreement for that +Contribution or Work shall terminate as of the date such litigation is filed. + +### 4. Representation of entitlement + +You represent that You are legally entitled to grant the above license. If Your +employer(s) has rights to intellectual property that You create that includes +Your Contributions, You represent that You have received permission to make +Contributions on behalf of that employer, that Your employer has waived such +rights for Your Contributions to the Company, or that Your employer has executed +a separate Corporate Contributor License Agreement with the Company. + +### 5. Representation of original creation + +You represent that each of Your Contributions is Your original creation (see +Section 7 for submissions on behalf of others). You represent that Your +Contribution submissions include complete details of any third-party license or +other restriction (including, but not limited to, related patents and +trademarks) of which You are personally aware and which are associated with any +part of Your Contributions. + +### 6. No support; no warranty + +You are not expected to provide support for Your Contributions, except to the +extent You desire to provide support. You may provide support for free, for a +fee, or not at all. Unless required by applicable law or agreed to in writing, +You provide Your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR +CONDITIONS OF ANY KIND, either express or implied, including, without +limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, +MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. + +### 7. Work that is not Your original creation + +Should You wish to submit work that is not Your original creation, You may +submit it to the Company separately from any Contribution, identifying the +complete details of its source and of any license or other restriction +(including, but not limited to, related patents, trademarks, and license +agreements) of which You are personally aware, and conspicuously marking the +work as "Submitted on behalf of a third-party: [named here]". + +### 8. Duty to notify + +You agree to notify the Company of any facts or circumstances of which You +become aware that would make these representations inaccurate in any respect. + +### 9. Effective date and scope + +This Agreement takes effect for You on the date You sign it. It applies to Your +Contributions submitted on or after that date, and to Your Contributions +submitted before that date. It does not apply to a person who has not signed it. + +### 10. Governing law + +This Agreement is governed by the laws of the Province of Ontario and the +federal laws of Canada applicable therein, without regard to conflict of law +principles. + +--- + +## How to sign + +The Company records assent in one of two ways. Assent is not implied by opening +a pull request. + +1. **Automated signature.** When the CLA check is enabled on a repository, a + first-time contributor is prompted on their pull request and signs by posting + the comment the check specifies. The check records the signature. +2. **Signature by email.** Send the statement below to + from the email address associated with Your commits. + +``` +I have read the OpenAdapt Individual Contributor License Agreement and +I hereby agree to its terms. + +Full name: +GitHub username: +Email address: +Date: +``` + +Questions about this Agreement: . diff --git a/CONTRIBUTING.md b/CONTRIBUTING.md index af7ffd99..4f44de84 100644 --- a/CONTRIBUTING.md +++ b/CONTRIBUTING.md @@ -98,6 +98,37 @@ same tag run. Don't create a recovery tag. Product state comes only from active release admissions. Do not add a static lifecycle label for a product target. +## Licensing of your contributions + +This repository is MIT-licensed, and your contribution goes in under the MIT +License. Two things cover it. + +**Developer Certificate of Origin (required now).** Sign off every commit: + +```bash +git commit -s -m "fix: ..." +``` + +That adds a `Signed-off-by:` line certifying you wrote the change, or that you +have the right to submit it under the project license. The full text is at +[developercertificate.org](https://developercertificate.org/). + +**Contributor License Agreement (published, not yet enforced).** The canonical +text is [`CLA.md`](CLA.md) for individuals and [`CCLA.md`](CCLA.md) for +companies whose employees contribute on company time. It gives MLDSAI Inc. an +explicit copyright and patent license, which the MIT License alone doesn't +provide, and it keeps the option of relicensing the combined work later. + +You don't agree to the CLA by opening a pull request. Nothing is implied. You +agree when you sign, either through the automated CLA check once that check is +turned on for this repository, or by email. Until the check is on, the DCO +sign-off and the MIT License are what govern your contribution. + +OpenAdapt is open-core. MLDSAI Inc. sells proprietary products built on this +code, including a hosted control plane, and your contribution may end up in +them. The MIT License already permits that. The CLA says it out loud so nobody +is surprised. + ## Licensing and vendored files `openadapt-flow` package artifacts are MIT-licensed. Do not copy, adapt, vendor,