**Thank you for your interest in contributing to Hoop.dev.** This Contributor License Agreement (the **"Agreement"**) documents the terms under which You (as defined below) contribute to the projects or works owned or managed by Hoop.dev. It is intended to clarify the intellectual property rights and licenses granted with each contribution for the protection of both You and Hoop.dev. This Agreement does **not** change your ownership of your Contributions (as defined below) or your right to use your own work for any other purpose; it simply ensures that Hoop.dev and its community have the necessary rights to use and distribute your contributions. By signing (or electronically accepting) this Agreement, You agree to the following terms for any Contributions submitted now or in the future.

## **1\. Definitions**

* **"Hoop.dev"** refers to Decimals, Inc., a Delaware corporation, and any of its successors or assigns that manage the Hoop.dev open-source projects.  
* **"You"** (or **"Your"**) means the individual contributor or the legal entity authorized by the contributor that is entering into this Agreement. For a legal entity, **"You"** includes any entity that controls, is controlled by, or is under common control with You. "Control" means direct or indirect power to direct the management of an entity, whether through ownership of 50% or more of the voting securities, by contract, or otherwise. If You are signing this Agreement on behalf of a company or organization, You represent that you have the authority to bind that entity to this Agreement.  
* **"Contribution"** means any original work of authorship (including modifications or additions to existing work) that is intentionally submitted by You to Hoop.dev for inclusion in or documentation of any project owned or managed by Hoop.dev (the **"Work"**). For example, Contributions may include source code, object code, patches, documentation, artwork, or any other creative content. A Contribution is "submitted" when it is provided to Hoop.dev or its project maintainers via any channel, including but not limited to source code version control systems (e.g. pull requests or commits), issue tracking systems, forums, or mailing lists, for the purpose of discussion or incorporation into the Work. **Contributions exclude** any material that You explicitly designate in writing as "Not a Contribution" at the time of submission.  
* **"Contributor"** means You, the person or entity who makes a Contribution under this Agreement. An **"Individual Contributor"** is a person contributing in their personal capacity. A **"Corporate Contributor"** is a legal entity (such as a corporation or employer) on whose behalf one or more employees or agents contribute.

## **2\. Grant of Copyright License**

You hereby grant to Hoop.dev **and to recipients of software and materials distributed by Hoop.dev** 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, in whole or in part, and such derivative works. This license is granted **without restriction**, meaning Hoop.dev is free to use or relicense your Contribution as necessary to further the Work (including under open source or commercial licenses). You agree that Hoop.dev may, if it so chooses, integrate your Contribution into the Work and distribute it under a license of Hoop.dev's choosing. Except for the license granted here, You reserve all right, title, and interest in and to Your Contributions.

## **3\. Grant of Patent License**

Subject to the terms and conditions of this Agreement, You hereby grant to Hoop.dev **and to recipients of software distributed by Hoop.dev** a perpetual, worldwide, non-exclusive, no-charge, royalty-free, **irrevocable** (except as stated below) patent license to make, have made, use, sell, offer to sell, import, and otherwise transfer the Work, including your Contribution. This patent license applies **only** to those patent claims owned or controllable by You that are necessarily infringed by your Contribution, **alone or in combination** with the Work to which the Contribution is submitted.

**Patent Defense Clause:** If any entity (including You or a party related to You) institutes patent litigation against Hoop.dev or any recipient of the Work alleging that your Contribution (or the Work incorporating your Contribution) infringes their patent, then any patent licenses granted by You under this Agreement for that Contribution shall terminate as of the date such litigation is filed. This clause is intended to protect the project from patent lawsuits (i.e. it is a retaliatory termination provision common in open-source licenses to guard against IP risks).

## **4\. Contributor Representations and Warranties**

By submitting a Contribution, You represent and warrant that:

1. **Legal Authority:** You are legally entitled to grant the above licenses. If You are an Individual Contributor, you represent that **no other party (e.g., your employer)** has rights to any intellectual property in your Contribution. If your employer or a third party *does* have such rights (for example, through an employment agreement or contractor agreement), You have received permission to make the Contribution on their behalf or your employer has waived those rights **or** your employer has signed a separate corporate CLA with Hoop.dev. In other words, You represent that You have all necessary rights and authority to license the Contribution as provided in this Agreement.  
2. **Original Work / Rights Clearance:** Each Contribution is your **original creation**, and you can legally grant the licenses above. If your Contribution includes or is based on work by others (including any third-party code, libraries, or documentation), You have identified such materials in your submission and indicated the **exact source and any applicable licensing restrictions** of those third-party elements. You further represent that to the best of your knowledge, **no third-party rights are infringed** by your Contribution, and that you have not included any content in the Contribution that violates any copyright, patent, trademark, trade secret, or other rights of any third party.  
3. **No Confidential or Improper Information:** Your Contribution is not subject to any confidentiality obligations and is not an export-controlled item. You are not knowingly violating any law or contractual obligation by making the Contribution.  
4. **Future Contributions and Notification:** The above representations are **continuous** in nature for each Contribution You make. If You become aware of any facts or circumstances that would make any of the representations in this Agreement inaccurate or misleading (for example, discovering that a portion of your Contribution was inadvertently copied from a third party without permission), You agree to promptly notify Hoop.dev in writing with all relevant details. This obligation ensures that any potential legal issues can be addressed swiftly.

## **5\. Additional Terms for Corporate Contributors**

If You are signing this Agreement on behalf of a corporation, company, or other legal entity (a **"Corporate Contributor"**), the following additional terms apply:

1. **Authorization of Employee Contributors:** You represent and warrant that each person who contributes to the Work on behalf of your organization is authorized to do so and to assign the rights described in this Agreement to Hoop.dev. Typically, a Corporate Contributor will provide Hoop.dev with a list of employees or agents (e.g., via an attached Schedule A or through an online portal) who are authorized to submit Contributions on the entity’s behalf. You agree to keep such list up to date by notifying Hoop.dev of any additions or removals of authorized contributors. Only those designated individuals are permitted to submit Contributions under your corporate CLA.  
2. **Employee Individual CLAs:** **Note:** A Corporate CLA **does not replace** the need for individual CLAs. Each individual contributing (even as an employee of a company) should also sign their own individual Contributor License Agreement. The Corporate Contributor acknowledges that its authorized individuals may be required to separately agree to the Hoop.dev individual CLA in their personal capacity. This ensures that both the individual and the organization have granted the necessary rights for the Contributions.  
3. **Corporate Ownership Warranty:** The Corporate Contributor represents that it has sufficient rights in the Contributions made by its designated employees and that the corporation itself (if it asserts any ownership over those Contributions) grants all the same licenses and makes all the same representations herein. The entity will not assert any intellectual property rights against Hoop.dev or its users for the use of Contributions submitted by its employees.  
4. **Signature and Authority:** This Agreement must be signed or accepted by an authorized representative of the Corporate Contributor with the legal authority to bind the entity. By executing this Agreement, the signatory represents that they have such authority.

## **6\. Disclaimer of Warranties and No Obligation to Use**

* **No Obligation to Use or Include Contributions:** You understand that Hoop.dev has no obligation to accept, use, publish, or distribute any Contribution You submit. The decision whether or not to include a Contribution in any project or product will be made at the sole discretion of Hoop.dev or the maintainers of the project. You acknowledge that Hoop.dev may reject or modify your Contribution and is not required to give you any explanation or feedback. *For example, Hoop.dev may decide not to include a Contribution if it does not meet project standards or for any other reason*.  
* **No Support or Maintenance Obligations:** You are not expected or required to provide support, updates, or bug fixes for your Contributions, except if You voluntarily choose to do so. You provide your Contributions *as a volunteer* and understand that You will not receive compensation or reimbursement for any Contributions. Any ongoing involvement with the project is at your discretion.  
* **Contribution "AS IS" Disclaimer:** **Hoop.dev accepts Contributions on an "AS IS" basis.** That means **You provide your Contribution without any warranties of any kind**. To the maximum extent permitted by law, You disclaim all express or implied warranties regarding your Contributions, including (but not limited to) warranties of merchantability, fitness for a particular purpose, title, **non-infringement**, or absence of defects. Hoop.dev **acknowledges** this disclaimer and accepts Contributions with this understanding.

## **7\. Indemnification**

To the extent permitted by applicable law, You agree to **indemnify, defend, and hold harmless** Hoop.dev and its directors, officers, and contributors from any and all liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) that arise from or relate to any third-party claim, lawsuit, or legal proceeding **alleging that your Contribution, or Hoop.dev’s use of your Contribution, infringes the intellectual property rights of a third party or violates applicable law**. This indemnification obligation will survive the termination of this Agreement. In simple terms, if your Contribution causes legal trouble for Hoop.dev or its users (for example, someone sues claiming your code infringes their patent or copyright), you promise to cover the cost of that trouble to protect Hoop.dev, provided that Hoop.dev: (a) promptly notifies you of the claim, and (b) allows you to participate in the defense or settlement of the claim (to the extent allowed by law).

## **8\. Limitation of Liability**

**Limitation on Hoop.dev’s Liability:** In no event and under no legal theory (whether in contract, tort, or otherwise) shall Hoop.dev, or its affiliates or contributors, be liable to You for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or the use of your Contributions, even if Hoop.dev has been advised of the possibility of such damages. Hoop.dev’s total liability for direct damages arising from or related to this Agreement will be zero dollars ($0). You acknowledge that You are contributing freely and voluntarily, and that Hoop.dev cannot guarantee that your Contribution will be error-free or risk-free. This section does not limit liability for gross negligence, fraud, or willful misconduct to the extent such limitation is not permitted by law.

**Limitation on Contributor’s Liability:** Likewise, to the extent permitted by law, You will not be liable to Hoop.dev or any other party for any indirect or consequential damages arising from this Agreement. Your total cumulative liability under this Agreement (aside from your indemnity obligations stated above and cases of willful misconduct or fraud) shall not exceed zero dollars ($0) as well. This mutual limitation ensures that neither party can claim large damages from the other in relation to the Contributions.

## **9\. Term, Termination, and License Revocability**

* **Perpetual Agreement for Contributions:** This Agreement becomes effective once signed (or accepted electronically) and covers **all Contributions You submit** to Hoop.dev projects **from the date of effect onward**. The licenses You grant to Hoop.dev for any Contribution are **perpetual and irrevocable**. That means **You cannot revoke** the permissions You have given for any Contribution already submitted to Hoop.dev; even if You later stop contributing to the project or terminate this Agreement, Hoop.dev (and its downstream users) will retain the rights to use your past Contributions as granted in Section 2 and 3 above. This irrevocability is fundamental to ensure that public contributions remain available to the community.  
* **Termination by Contributor:** You may, at your discretion, cease contributing to Hoop.dev at any time. If You wish to formally terminate this Agreement (for example, if you no longer want to be bound for future contributions), You must provide written notice to Hoop.dev. However, any termination will **not affect** the licenses and rights for Contributions that were already submitted before the notice of termination – those remain in full force and effect.  
* **Termination by Hoop.dev:** Hoop.dev may terminate this Agreement with respect to future contributions (for instance, if You breach the Agreement or if Hoop.dev decides to discontinue the CLA program) by providing notice to You. Such termination will not retroactively alter the rights granted for any Contribution already received from You. Hoop.dev may also, in lieu of termination, choose to suspend your ability to contribute further until any concerns are resolved (e.g., if there's an ongoing legal dispute regarding your prior Contributions).  
* **Patent License Termination:** The patent license grant in Section 3 is subject to the defensive termination clause stated therein. Apart from that scenario, the licenses granted under this Agreement are intended to be irrevocable and shall survive any termination of the Agreement itself.  
* **Survival:** Sections concerning warranties, indemnification, and liability (including Sections 6, 7, 8, and any licenses granted) shall survive termination of this Agreement.

## **10\. Contribution Process and Tracking**

Hoop.dev will maintain a record of this Agreement and your assent to it (including the date of acceptance and your identity) for the purpose of tracking Contributions and ensuring compliance. You may be required to log in with a contributor account or sign your commits (e.g., with a "Signed-off-by" or contributor certificate) to verify that each submission is made by an individual covered by a CLA. All Contributions should be submitted through official channels (such as the Hoop.dev Git repositories, issue trackers, or other tools) that associate your identity (name, email, or username) with the Contribution. This allows Hoop.dev to **track which contributions are covered by this CLA**and to confirm the origin of each contribution. By using the designated contribution process, you consent to the linking of your Contributions to your contributor identity and this Agreement. Hoop.dev may also publicly list your name (or chosen public username) among its contributors, but will not publish personal contact information without your consent.

For Corporate Contributors, the tracking of Contributions will additionally involve verifying that each contribution is made by an authorized individual listed for the Corporate Contributor (per Section 5.1 above). Hoop.dev may request periodic confirmation or updates of the authorized contributor list from the Corporate Contributor to ensure accuracy.

## **11\. Governing Law and Jurisdiction**

This Agreement and any disputes arising from or relating to it **shall be governed by the laws of the State of Delaware, U.S.A.**, **excluding** its conflict of laws principles. The parties agree that the United States District Court for the District of Delaware, or the courts of the State of Delaware, shall have exclusive jurisdiction over all disputes relating to this Agreement. You consent to personal jurisdiction and venue in those courts, and waive any objections on the grounds of inconvenient forum. This choice of law is made because Hoop.dev, Inc. is organized under Delaware law, and the parties desire a consistent legal framework for this Agreement.

## **12\. Miscellaneous**

* **Entire Agreement:** This Agreement constitutes the entire agreement between You and Hoop.dev with respect to Contributions. It supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter. No additional terms or conditions from either party (such as those found in a legend or footer of a code submission) will alter or modify the terms of this CLA, except by a written amendment signed by both You (or your authorized representative) and Hoop.dev.  
* **No Waiver:** A failure or delay by either party to exercise any right or remedy provided under this Agreement does not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.  
* **Severability:** If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect. The parties shall negotiate in good faith a valid, legal, and enforceable provision that most closely reflects the original intent of the invalid provision.  
* **Assignment:** You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Hoop.dev. Hoop.dev may assign this Agreement to a successor entity or as part of a merger or acquisition of the project or related assets, provided that the successor agrees to be bound by the terms of this Agreement. This Agreement will inure to the benefit of and be binding upon the parties, their successors, and permitted assigns.  
* **Counterparts and Electronic Acceptance:** This Agreement may be executed in counterparts, which taken together will constitute one instrument. A PDF, scanned, or electronically accepted copy of the signed Agreement is considered as effective as an original signature. For online contributions, clicking "I agree" or signing via an approved digital system will have the same legal effect as a handwritten signature.

By signing below (or by electronically accepting via the Hoop.dev contribution portal), **You indicate your acceptance of this Contributor License Agreement**. This Agreement will be retained by Hoop.dev for record-keeping.

