GRETEL.AI CONTRIBUTOR LICENSE AGREEMENT

AUGUST 2022

In order to clarify the intellectual property license granted with Contributions (as defined below) from any person or entity, Gretel Labs, Inc. (“Gretel.ai”) must have a Contributor License Agreement (“CLA”) on file that has been signed by each Contributor (as defined below), indicating agreement to the license terms below. This CLA is for Your protection as a Contributor as well as the protection of Gretel.ai and its users; it does not change Your rights to use Your own Contributions for any other purpose.

This CLA allows either an individual or an entity (a "Corporation") to submit Contributions to Gretel.ai, to authorize Contributions submitted by its employees or agents to Gretel.ai (in the case of a Corporation), and to grant copyright and patent licenses thereto.

Please read this document carefully and provide the Contributor information requested below before signing and keep a copy for Your records. If You have questions about this CLA, please contact Gretel.ai at hi@gretel.ai.

By signing below, You accept and agree to the following terms and conditions for Your present and future Contributions submitted to Gretel.ai. Except for the license granted herein to Gretel.ai and recipients of software distributed by Gretel.ai, You reserve all right, title, and interest in and to Your Contributions.

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1. Definitions.

"You" (or "Your") shall mean you as an individual (if you are signing this CLA on your own behalf) or the Corporation (if the person signing this CLA is acting on behalf of the Corporation) that is making this CLA with Gretel.ai. 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 and this CLA shall apply to Contributions by all such entities. 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.

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"Contribution" shall mean the code, documentation or other original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to Gretel.ai for inclusion in, or documentation of, any software or other products owned or managed by Gretel.ai (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Gretel.ai 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, Gretel.ai for the purpose of discussing and improving the Work, but excluding any communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

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2. Grant of Copyright License. Subject to the terms and conditions of this CLA, You hereby grant to Gretel.ai and to recipients of software distributed by or on behalf of Gretel.ai 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. If moral rights apply to the Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Us or our successors in interest, or any of our licensees, either direct or indirect.

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3. Grant of Patent License. Subject to the terms and conditions of this CLA, You hereby grant to Gretel.ai and to recipients of software distributed by or on behalf of Gretel.ai a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable 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.

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4. You represent that You have sufficient rights and are legally entitled to grant the above licenses with respect to each Contribution. If this CLA is being made on behalf of the Corporation, the individual signing this CLA represents that he or she is authorized to do so on behalf of the Corporation to enter into this CLA, and the Corporation represents further that each employee or agent of the Corporation designated by it is authorized to submit Contributions on behalf of the Corporation. If You are making the Contribution as an individual, and if Your present or past employer(s) or other entities for whom you have performed work 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 or such other entity, that Your employer or such other entity has waived such rights for Your Contributions to Gretel.ai , or that Your employer or such other entity has executed a separate CLA with Gretel.ai.

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5. You represent that each of Your Contributions is Your original creation (see section 8 for submissions that are not Your original creation).

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6. Based on the grant of the rights in sections 2 and 3, You acknowledge and agree that we may license Your Contributions under any license, including copyleft, permissive, commercial, or proprietary license.

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7. 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.

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8. Should You wish to submit work that is not Your original creation, You may submit it to Gretel.ai 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]".

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9. You agree to notify Gretel.ai of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.

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10. You acknowledge and agree that Your Contributions and information about Your Contributions may be maintained indefinitely and disclosed publicly, including Your name and other personal information that You submit with Your Contributions. Subject to the foregoing, the information You provide in this CLA will be maintained in accordance with Gretel.ai’s Privacy Statement (https://gretel.ai/privacy-statement). Questions regarding Gretel's Privacy Statement or information practices should be directed to privacy@gretel.ai.

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11. This CLA 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 and may be assigned by Gretel.ai without Your consent. This CLA and any action related thereto will be governed by the laws of California, USA without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to this CLA will be a court of competent jurisdiction in City and County of San Francisco, California and both parties consent to the jurisdiction of such courts with respect to any such actions. If this CLA is modified or updated by Gretel.ai, Gretel.ai will notify You of such updates on Gretel.ai’s GitHub portal or will notify You via Your registered email address or via Your GitHub account (if applicable). If You do not reject the update and send Your rejection to Gretel.ai within five business days after Gretel.ai notifies You of the change to the CLA then You will be deemed to have accepted the changed terms to the CLA. The parties agree this CLA may be executed and delivered by electronic signatures and that the signatures appearing on this CLA are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

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Contributor Information:

Name of Individual or Corporation: ________________________________________________________________

Mailing address: _______________________________________________________________________________

Country: _____________________________________________________________________________________

Telephone: ___________________________________________________________________________________

E-Mail: _______________________________________________________________________________________

Accepted and Agreed by Contributor:

Signature: __________________________________

Name: _____________________________________

Date: ______________________________________