# MindsDB, Inc. Contributor License Agreement

By Submitting a Contribution to a Project, you hereby accept and agree to the following terms and
conditions (this “Agreement”) for your prior, present and future Contributions submitted to MindsDB, Inc.
(“Company”). Except for the licenses granted herein to Company, you reserve all right, title, and interest
in and to your Contributions.

1. Definitions
   
    1.1. “Submit” or “Submitting” 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.

    1.2. “Contribution” shall mean the code, documentation, or other original works of authorship,
including any modifications or additions to an existing work, that is Submitted by you to
Company for inclusion in, or documentation of, any of the works, products or projects owned or
managed by Company (each a “Project”).
2. Your Employer. References to “employer” in this Agreement include your employer or anyone else
for whom you are acting in making or Submitting your Contribution, e.g. as a contractor, vendor, or
agent, and any other entity that controls, is controlled by, or is under common control with that entity.
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. If your
Contribution is made in the course of your work for an employer or your employer has
intellectual property rights in your Contribution by contract or applicable law, you must
secure permission from your employer to make the Contribution before Submitting the
Contribution. In that case, the term “you” in this Agreement will refer to you and the employer
collectively. If you change employers in the future and desire to Submit additional Contributions for
the new employer, then you agree to secure permission from the new employer before Submitting
those Contributions.
3. Originality of Work. You represent and warrant that each of your Contributions is entirely your
original work, and that the Contribution, whether alone or in combination with the Project, will infringe
upon or misappropriate the intellectual property or other rights of any third party. Should you wish to
Submit materials that are not your original work, you may Submit them separately to the Project if you
(i) retain all copyright and license information that was in the materials as you received them, (ii) in
the description accompanying your Contribution, include the phrase “Contribution containing
materials of a third party:” followed by the names of the third party and any licenses or other
restrictions of which you are aware, and (iii) follow any other instructions in the Project’s written
guidelines concerning Contributions.
4. Licenses
   
   4.1. Copyright License. You grant Company, and those who receive the Contribution directly or
indirectly from Company, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license
in the Contribution to reproduce, prepare derivative works of, publicly display, publicly perform,
and distribute the Contribution and such derivative works, and to sublicense any or all of the
foregoing rights to third parties.

   4.2. Patent License. You grant Company, and those who receive the Contribution directly or indirectly
from Company, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under
your patent claims that are necessarily infringed by the Contribution or the combination of the
Contribution with the Project to which it was Submitted to make, have made, use, offer to sell,
sell and import or otherwise dispose of the Contribution alone or with the Project.

   4.3. 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.

5. Prior Contributions. You agree that if you submitted a Contribution to a Project prior to the Effective
Date (each a “Prior Contribution”), then, regardless of whether you had an agreement in place with
Company governing such Prior Contributions, such Prior Contributions are deemed “Contributions”
hereunder and are hereby licensed to Company pursuant to Section 4 as of the date you Submitted
the Prior Contribution.
6. Representations and Warranties. You represent and warrant that you are legally entitled to grant
the above licenses. You represent and warrant that each of your Contributions is entirely your original
work (except as you may have disclosed in accordance with Section 3 ). You represent and warrant
that you have secured permission from your employer to make the Contribution in cases where your
Contribution is made in the course of your work for your employer or your employer has intellectual
property rights in your Contribution (or any portion thereof) by contract or applicable law. If you are
agreeing to this Agreement on behalf of your employer, you represent and warrant that you have the
necessary authority to bind the listed employer to the obligations contained in this Agreement. You
are not expected to provide support for your Contribution unless you choose to do so. UNLESS
REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, AND EXCEPT FOR THE
WARRANTIES EXPRESSLY STATED IN SECTIONS 3 AND 6 , THE CONTRIBUTION PROVIDED
UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE.
7. Notice to Company. You agree to notify Company in writing of any facts or circumstances of which
you later become aware that would make your representations or warranties in this Agreement
inaccurate in any respect. You may contact Company at [EMAIL].
8. Information about Contributions. You agree 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 Contribution.
9. Governing Law/Jurisdiction. This Agreement is governed by the laws of the State of California, and
the parties consent to exclusive jurisdiction and venue in the federal courts sitting in the City and
County of San Francisco. The parties waive all defenses of lack of personal jurisdiction and forum
non-conveniens.
10. 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, including any of the foregoing as applicable
to Prior Contributions. This Agreement may be freely assigned by Company, without notice to you.
The parties accept and agree to be bound by the terms of this Agreement as of the date of the last
signature below (the “Effective Date”).
