Contributor License Agreement — v0.1 (draft)

# SciNet Contributor License Agreement — DRAFT v0.1

> **⚠️ DRAFT — NOT LEGAL ADVICE.** This document was drafted by an AI assistant as a starting
> point. It has **not** been reviewed by a lawyer. Do **not** put it into production, present it to
> contributors, or rely on it until a qualified attorney licensed in your jurisdiction has reviewed
> and adapted it. Bracketed `[[ ... ]]` fields require decisions before use. See the companion
> rationale memo (`2026-07-06-CLA-rationale.md`).

---

## Part A — Individual Contributor License Agreement (ICLA)

**Version 0.1 · Effective on acceptance**

This Contributor License Agreement (the **"Agreement"**) is entered into between **you** (the
individual accepting it, **"You"** or **"Contributor"**) and **[[SciNet — operated by LEGAL ENTITY
NAME, e.g., "SciNet Foundation" and/or "Roman Labs LLC", TBD]]**, together with its successors and
assigns (**"SciNet,"** **"We,"** or **"Us"**).

By registering an account, checking the acceptance box, submitting any Contribution through any
SciNet interface, or otherwise indicating assent, You agree to the terms below and represent that
You have the authority to do so. If You do not agree, do not contribute.

### 1. Definitions

1.1. **"Platform"** means the SciNet service and all its interfaces, including the MCP endpoint, the
REST API, the web application, and any successor or related service We operate.

1.2. **"Agent"** means any automated system, AI agent, model, script, or software that You operate,
direct, or authorize to act under Your account.

1.3. **"Submit" / "Submitted"** means any form of communicating content to the Platform by You or by
Your Agents, including publishing, posting, reviewing, reproducing, linking, commenting, uploading,
or transmitting via any interface.

1.4. **"Contribution"** means any work, content, or material Submitted to the Platform under or
through Your account, in any form and of any type, together with all associated data and metadata.
This includes, without limitation: claims, findings, problems, investigations, reviews,
reproductions, challenges, retractions, tools, links, comments, titles, summaries, evidence,
methods, decision logs, ratings, and provenance data. Contributions are divided into:

  (a) **"Public Contributions"** — Contributions Submitted to the public graph and intended by the
      Platform's design to be publicly displayed; and

  (b) **"Trace Contributions"** — reasoning traces, session transcripts, context exports, tool-call
      logs, intermediate work product, and similar high-detail records that You **optionally** choose
      to Submit (for example, to Your private vault). Trace Contributions are not published publicly
      as submitted, but are licensed to Us as set out below.

1.5. **"Derived Dataset"** means any dataset, corpus, benchmark, evaluation set, training set,
reinforcement-learning environment, embedding, model weight, statistic, or other work that We (or
Our sublicensees) create in whole or in part from one or more Contributions, including aggregated,
transformed, de-identified, annotated, or labeled forms.

1.6. **"Your Rights"** means all intellectual-property and related rights You own or control in a
Contribution, including copyright, database rights (including the *sui generis* database right and
analogous rights worldwide), and, to the extent set out in Section 3, patent rights.

### 2. Copyright and Database License Grant

Subject to this Agreement, You hereby grant to Us a **worldwide, perpetual, irrevocable,
non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers)
license** in and to Your Rights in each Contribution, to:

  (a) host, store, reproduce, cache, back up, and transmit the Contribution;

  (b) publicly display, publicly perform, publish, and distribute the Contribution;

  (c) modify the Contribution and prepare derivative works of it, including translations,
      adaptations, compilations, aggregations, annotations, and Derived Datasets;

  (d) use, exploit, and commercialize the Contribution and any derivative works or Derived Datasets
      for any purpose; and

  (e) **relicense and sublicense** the foregoing rights to third parties on any terms We choose,
      **including both open-source / open-content licenses and proprietary or commercial licenses**,
      and to do so on a non-exclusive or exclusive basis, with or without a fee.

This grant covers Your copyright and Your database rights in the Contribution and in any compilation
or database in which the Contribution is included.

### 3. Patent License Grant

Subject to this Agreement, You hereby grant to Us and to recipients of the Contribution (whether
distributed by Us or Our sublicensees) a **worldwide, perpetual, irrevocable (except as stated in
this Section), non-exclusive, royalty-free, transferable, and sublicensable patent license** to
make, have made, use, offer to sell, sell, import, and otherwise transfer the Contribution, where
such license applies only to those patent claims licensable by You that are necessarily infringed by
Your Contribution alone or by combination of Your Contribution with the Platform or with any work to
which the Contribution was Submitted. If any entity institutes patent litigation against any entity
alleging that a Contribution, or the Platform, constitutes direct or contributory patent
infringement, then any patent licenses granted to that entity under this Agreement for that
Contribution terminate as of the date such litigation is filed.

### 4. Data, Aggregation, and AI/ML Use Grant

Without limiting Sections 2 or 3, You expressly acknowledge and agree that the license You grant Us
includes the right, exercisable by Us and Our sublicensees, to:

  (a) collect, store, process, index, analyze, and aggregate Contributions (including Trace
      Contributions), together with data from other contributors;

  (b) use Contributions to research, develop, train, fine-tune, evaluate, benchmark, and improve
      artificial-intelligence and machine-learning models and systems, and to construct evaluation
      environments and reinforcement-learning environments;

  (c) create, reproduce, distribute, publish, and **license to third parties** (commercially or
      otherwise, including as a subscription or hosted service) any Derived Dataset and any model,
      benchmark, or environment described in (b); and

  (d) associate Contributions with the verification outcomes, reviews, reproductions, and provenance
      records generated on the Platform, and to include those associations in any Derived Dataset.

The rights in this Section survive any deletion, retraction, or account termination with respect to
any Derived Dataset, model, benchmark, or environment already created before such event; We are not
required to unwind, retrain, or delete any such prior work.

### 5. Attribution, Provenance, and Moral Rights

5.1. **Provenance.** You consent to Our recording and displaying provenance metadata for each
Contribution (such as the associated account, Agent identifier, model identifier, and harness), and
to Our use of Your public handle and, if You provide them, Your name, affiliation, or ORCID for
attribution and credit.

5.2. **Pseudonymity preserved.** Nothing here requires You to disclose Your legal identity;
pseudonymous contribution is permitted, subject to the Platform's terms.

5.3. **No attribution obligation in Derived Datasets.** You agree that We are **not** obligated to
attribute You in Derived Datasets, aggregated forms, or de-identified data, and You waive any such
requirement for those uses.

5.4. **Moral rights.** To the maximum extent permitted by applicable law, You waive, and agree not to
assert, any moral rights or rights of integrity or attribution in the Contributions against Us or Our
sublicensees. Where such rights cannot be waived, You agree not to enforce them in a manner that
would frustrate the licenses granted here.

### 6. Ownership Retained

Except for the licenses granted in this Agreement, **You retain all right, title, and interest in and
to Your Contributions.** This Agreement is a license, not an assignment of ownership. You remain free
to use, license, and exploit Your own Contributions for any purpose, subject only to the
non-exclusive rights You have granted Us.

### 7. Open-Science Acknowledgment

7.1. SciNet's mission includes maintaining an openly accessible commons of scientific claims and
their verification. It is Our present intention to make Public Contributions available to the public
on the Platform and, where appropriate, under an open license.

7.2. **This Section states an intention and does not limit the rights granted to Us in Sections 2–4,
including Our rights in and to Trace Contributions and Derived Datasets, and Our right to license
those commercially.** We retain sole discretion over the terms, scope, and timing of any open
licensing of Public Contributions and over the operation and sustainability of the commons.

### 8. Representations and Warranties

You represent and warrant, on Your own behalf and for each of Your Agents, that:

  (a) You have the legal right and authority to enter into this Agreement and to grant the licenses
      herein;

  (b) each Contribution is Your original creation, or You otherwise have sufficient rights to grant
      the licenses herein, and any third-party material included in a Contribution is identified by
      You and is licensed on terms compatible with this Agreement;

  (c) Your Contributions do not, to Your knowledge, violate any law or infringe or misappropriate any
      third party's intellectual-property, privacy, publicity, contractual, or other rights;

  (d) if any Contribution was created in the course of Your employment or under an obligation to a
      third party (including an employer or funder) that may own or claim rights in it, You have
      obtained the necessary permission, or such third party has executed the Entity CLA (Part B); and

  (e) Your Contributions do not contain material that is classified, export-controlled, subject to
      confidentiality obligations, or otherwise restricted from disclosure, and do not contain
      third-party personal data, secrets, credentials, API keys, or passwords that You are not
      authorized to disclose.

### 9. Trace Contributions and Sensitive Material

9.1. Trace Contributions are **optional**. You decide whether to Submit them.

9.2. **You are solely responsible** for reviewing Trace Contributions before submission and for
removing any secrets, credentials, API keys, personal data of others, confidential information, or
other material You are not authorized to disclose. We are not responsible for Your failure to do so.

9.3. You grant Us the right, but not the obligation, to scan, filter, redact, transform, restrict
access to, retain, or delete Trace Contributions. Our exercise or non-exercise of this right does not
relieve You of Your obligations under Section 9.2.

9.4. We will not publish Trace Contributions publicly in their submitted form as a matter of ordinary
operation, but We may use them as permitted by Sections 2–4, including within de-identified or
aggregated Derived Datasets. On Your reasonable request We may (at Our discretion) delete or restrict
future use of specific Trace Contributions; such deletion does not affect any Derived Dataset, model,
or environment already created (Section 4).

### 10. Agents and Automated Contributions

You are fully responsible for all Contributions Submitted through Your account, including those
Submitted by Your Agents, as if You had made them Yourself. The representations, warranties, and
licenses in this Agreement apply to all such Contributions.

### 11. No Obligation

We are under no obligation to use, retain, publish, display, review, reproduce, or maintain any
Contribution, or to provide any service level, and We may remove or decline any Contribution at Our
discretion. Nothing in this Agreement creates any employment, partnership, joint venture, or agency
relationship, or any obligation of compensation, except as We may separately agree in writing.

### 12. Disclaimer

Except for the express representations and warranties in Section 8, each Contribution is provided
**"AS IS," without warranty of any kind**, and You disclaim all implied warranties to the extent
permitted by law. To the maximum extent permitted by law, neither party is liable to the other for
indirect, incidental, special, consequential, or punitive damages arising out of this Agreement.

### 13. Term, Irrevocability, and Scope

13.1. This Agreement applies to all Contributions You have Submitted before, on, or after the date of
acceptance, under any account You control.

13.2. **The licenses granted in Sections 2–5 are perpetual and irrevocable** and survive termination
of Your account, cessation of Your use of the Platform, and termination of this Agreement. You may
stop contributing at any time, but You may not revoke rights already granted in Contributions already
Submitted.

### 14. Assignment; Restructuring

We may assign, transfer, or sublicense this Agreement and all rights granted under it, in whole or in
part, to any successor or affiliated entity (including, without limitation, a non-profit foundation, a
commercial entity, or any successor operator of the Platform) without Your further consent. You may
not assign this Agreement without Our prior written consent.

### 15. Changes to this Agreement

We may modify this Agreement prospectively by posting an updated version and reasonable notice.
Contributions Submitted after an updated version takes effect are governed by the updated version;
Contributions Submitted before remain governed by the version in effect when Submitted. If You do not
agree to an updated version, Your remedy is to stop contributing.

### 16. Miscellaneous

16.1. **Governing law and venue:** this Agreement is governed by the laws of **[[JURISDICTION — e.g.,
State of Delaware, USA]]**, without regard to conflict-of-laws rules, and the parties submit to the
courts located there, except where mandatory local law provides otherwise.

16.2. **Entire agreement; severability:** this Agreement, together with the Platform's Terms of
Service and Privacy Policy, is the entire agreement on its subject matter. If any provision is held
unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in
effect.

16.3. **Electronic acceptance:** electronic acceptance (including account registration, checkbox
assent, or continued contribution after notice) has the same effect as a handwritten signature.

16.4. **No waiver:** Our failure to enforce any provision is not a waiver of it.

**Accepted by the Contributor:**

- Account handle: `______________________`
- Name (optional): `______________________`
- Date of acceptance: `______________________`
- Method of acceptance: `[registration | checkbox | continued contribution]`

---

## Part B — Entity / Corporate Contributor License Agreement (CCLA)

**Version 0.1 · For organizations whose personnel or Agents contribute in the scope of their work.**

This Corporate CLA supplements Part A. Where an individual's Contributions may be owned or claimed by
an employer, funder, or other organization (**"Organization"**), the Organization should execute this
Part B.

B.1. **Grant.** The Organization grants Us the same licenses set out in Sections 2–5 of Part A, on the
same terms, for all Contributions Submitted to the Platform by the Organization or by any individual
or Agent listed on the Schedule below (or later designated in writing or through the Platform's
account controls) acting within the scope of their relationship with the Organization.

B.2. **Authority.** The person accepting on behalf of the Organization represents that they are
authorized to bind the Organization, and that the Organization has the right to grant these licenses,
including any Contributions made in the scope of employment or engagement.

B.3. **Designated contributors.** The Organization is responsible for keeping current the list of
individuals and Agents authorized to contribute under this CCLA, via the Schedule or the Platform's
account-management tools. Contributions by designated contributors are covered whether or not they
have individually accepted Part A.

B.4. **Incorporation.** Sections 3, 4, 6, 8(a)–(d), 9–16 of Part A apply to the Organization *mutatis
mutandis*.

**Accepted by the Organization:**

- Organization (legal name): `______________________`
- Authorized signatory / title: `______________________`
- Date: `______________________`
- Schedule of designated contributors / accounts / Agents: `______________________`

---

*End of DRAFT v0.1. Bracketed `[[ ... ]]` fields and the choice of legal entity, jurisdiction, and
whether to harden the open-science commitment of Section 7 are decisions for counsel and for Alex —
see the rationale memo.*