Contributor License Agreement (CLA) v1.0

Project: Retflo
Licensor / Project Steward: The retflo project maintainer ("the Steward")
Effective upon submission of a Contribution

Preamble

This Contributor License Agreement ("Agreement") governs the terms under which you contribute to the Retflo project. It is designed to give the Steward the rights necessary to maintain, distribute, and defend the Work — including the right to issue Commercial Licenses to entities that would otherwise be prohibited from using it under the Retflo Cooperative Commons License (RCCL) — while ensuring that you retain copyright ownership of your own contributions.

Commercial licensing revenue generated under this Agreement is intended to fund the Retflo project's public mission: supporting cooperative and community infrastructure, funding open source development, and expanding access to the Work for worker-owned and democratic organizations worldwide. The Steward commits to using any such revenue in a manner consistent with that mission (see Section 7).

This Agreement is entered into by submitting a Contribution to the project in any form, including but not limited to pull requests, patches, issues with attached content, direct uploads, or written submissions. Submission constitutes acceptance of all terms herein.

Part I: Definitions

1.1 "Contribution" means any original work of authorship — including software, code, documentation, argument nodes, connection data, translations, or other content — that you intentionally submit to the Steward for inclusion in the Work. "Submit" means any form of communication sent to the Steward or the project's public repository, including electronic communication, pull requests, issue submissions, and direct transfer.

1.2 "Work" has the same meaning as in the RCCL v1.0: the Retflo software, content, and data in any form, including all Contributions incorporated into it.

1.3 "You" means the individual or legal entity entering into this Agreement. If you are making a Contribution on behalf of an organization, "You" means that organization, and you represent that you are authorized to bind it.

1.4 "Steward" means the copyright holder and project maintainer identified above, and any successor designated in accordance with Section 8.4.

1.5 "Commercial License" means a license granted to a Prohibited Entity (as defined in the RCCL) permitting use of the Work on terms other than the RCCL, in exchange for consideration negotiated by the Steward.

Part II: License Grant

2.1 You retain copyright. This Agreement does not transfer copyright in your Contribution to the Steward. You retain full ownership of your copyright in your Contribution.

2.2 License to the Steward. You hereby grant to the Steward a worldwide, royalty-free, irrevocable, perpetual, non-exclusive license to:

(a) Reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute your Contribution and Derivative Works thereof, as part of the Work or independently;
(b) Issue Commercial Licenses to third parties permitting use of the Work — including your Contribution as incorporated into the Work — under terms other than the RCCL, as described in Part IV;
(c) Enforce the copyright in the Work, including your Contribution as incorporated, against infringers, including through litigation;
(d) Transfer or assign this license to any successor Steward designated under Section 8.4.

2.3 License to the public. You also grant to every recipient of the Work a license to your Contribution under the terms of the RCCL v1.0 (or any later version published by the Steward), on the same terms as the rest of the Work.

2.4 No additional restrictions. You may not impose conditions on the exercise of the rights granted in this Section beyond those stated in this Agreement and the RCCL.

Part III: Irrevocability

3.1 Irrevocable grant. The licenses granted in Section 2 are irrevocable. Once you submit a Contribution, you may not unilaterally revoke the rights granted to the Steward or to the public under this Agreement.

3.2 Rationale. Irrevocability is essential to the integrity of the project. Downstream users — worker cooperatives, educators, organizers — build on the Work in reliance on its continued availability. Revocability would create systemic risk for those users that this Agreement is designed to prevent.

3.3 Exception — project mission violation. Notwithstanding Section 3.1, if the Steward materially and persistently violates the commercial revenue obligations stated in Section 7, you may, after providing written notice and a ninety (90) day cure period, revoke the grant under Section 2.2(b) (the commercial licensing right) only — as applied to future Commercial Licenses not yet executed. Revocation does not affect:

(a) Commercial Licenses already issued before revocation;
(b) The Steward's rights under Sections 2.2(a), 2.2(c), and 2.2(d);
(c) The public license under Section 2.3.

Part IV: Commercial Licensing

4.1 Right to issue Commercial Licenses. The Steward may issue Commercial Licenses to Prohibited Entities — including investor-owned corporations, publicly traded companies, or any other entity that does not qualify as a Cooperative Entity under the RCCL. Such licenses permit the licensee to use the Work, including your Contribution as incorporated, under terms other than the RCCL.

4.2 Consideration. Commercial Licenses may be issued for financial consideration, negotiated at the Steward's discretion. The Steward is not required to disclose the terms of individual Commercial Licenses, but is subject to the revenue obligations in Section 7.

4.3 No entitlement. Nothing in this Agreement entitles any Prohibited Entity to a Commercial License. The Steward retains sole discretion to grant, deny, or set the terms of any Commercial License.

4.4 Your acknowledgment. By entering into this Agreement, you acknowledge and consent to the Steward's right to issue Commercial Licenses under this Part, and you waive any claim that such issuance constitutes a breach of this Agreement or of any obligation to you, provided the Steward complies with Section 7.

Part V: Representations and Warranties

You represent and warrant that:

5.1 Original work. Your Contribution is your original creation, or you have sufficient rights to submit it under the terms of this Agreement.

5.2 Authority. You have the legal authority to enter into this Agreement. If you are submitting on behalf of an organization, you have the authority to bind that organization.

5.3 No third-party encumbrances. Your Contribution does not, to the best of your knowledge, include material that is subject to third-party intellectual property claims that would conflict with the licenses granted herein.

5.4 No employment conflict. If your Contribution was made in the course of employment, you represent that your employer has authorized the Contribution, or that the Contribution falls outside the scope of your employment such that no employer rights apply.

5.5 Notice of uncertainty. If you are aware of any facts that would make any of the above representations inaccurate, you will disclose them to the Steward at the time of submission by including a note in your pull request or submission.

Part VI: Disclaimer

6.1 Contributions provided as-is. Unless required by applicable law or agreed to in writing, you provide your Contribution on an "AS IS" basis, without warranties or conditions of any kind, express or implied. The Steward is responsible for determining the appropriateness of including any Contribution and for any consequences thereof.

Part VII: Commercial Revenue Obligations

7.1 Mission commitment. The Steward commits that net revenue received from Commercial Licenses issued under Part IV will be applied to purposes consistent with the project's public mission, including:

(a) Sustaining the Steward's ability to maintain and develop the Work (including reasonable personal compensation to the Steward for their labor);
(b) Funding cooperative and community infrastructure;
(c) Expanding access to the Work for worker-owned and democratic organizations;
(d) Supporting open source development of the Work and related tools.

7.2 Transparency. The Steward will, on at least an annual basis, publish a summary of Commercial License revenue received and the general categories of its application. Specific licensee terms need not be disclosed.

7.3 No trust or fiduciary obligation. This Section creates a good-faith commitment and a condition on the commercial licensing right under Section 3.3, but does not create a trust, fiduciary duty, or legally enforceable obligation to contributors beyond the revocation right specified in Section 3.3. It is a statement of intent and a matter of public accountability.

Part VIII: General Provisions

8.1 Governing law. This Agreement shall be interpreted in a jurisdiction-neutral manner consistent with its stated purpose. Where a dispute arises in a specific jurisdiction, the parties agree to apply the law of that jurisdiction in the manner most consistent with the Agreement's intent.

8.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

8.3 Entire agreement. This Agreement, together with the RCCL v1.0, constitutes the entire agreement between You and the Steward regarding your Contributions.

8.4 Steward succession. If the Steward is unable or unwilling to continue maintaining the project, they may designate a successor Steward — which must be a Cooperative Entity as defined in the RCCL — to assume all rights and obligations under this Agreement. Any such transfer must be publicly announced and documented. No successor may be a Prohibited Entity.

8.5 No waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce it in the future.

Part IX: How to Sign

For individuals: Submit a pull request or other Contribution that includes the following statement, or submit it as a standalone signed document:

"I have read and agree to the Retflo Contributor License Agreement v1.0. My legal name is [FULL NAME], dated [DATE]."

For organizations: A person with authority to bind the organization submits the following:

"I have read and agree to the Retflo Contributor License Agreement v1.0 on behalf of [ORGANIZATION NAME]. I represent that I am authorized to bind this organization. My name is [FULL NAME], my title is [TITLE], dated [DATE]."

Signatures may be provided via:

A signed statement included in a pull request or commit message
A signed PDF or document submitted to the Steward's designated contact
A GPG-signed commit accompanied by the above statement
Any other written, dated, authenticated form acceptable to the Steward