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  1. **Contribution License Agreement**
  2.  
  3. This Contribution License Agreement ( **"Agreement"** ) is agreed to by the party signing below ( **"You"** ), and conveys certain license rights to Botpress FZE, an UAE Free Zone Establishment and/or its assignees ( **"Company"** ) for Your contributions to Company's open source software projects. This Agreement is effective as of the latest signature date below.
  4.  
  5. 1. **Definitions**.
  6. 1. a) **"Project"** means any of the open source software projects owned or managed by Company.
  7. 2. b) **"Submit"** 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, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Submission."
  8. 3. c) **"Submission"** means the computer software code, whether in human-readable or machine-executable form, and any other copyrightable material Submitted by You, including any associated comments and documentation.
  9. 2. **Your Submission.** You must agree to the terms of this Agreement before making a Submission to any Project. This Agreement covers any and all Submissions that You, now or in the future (except as described in Section 4 below), Submit to any Project.
  10. 3. **Licenses**.
  11. 1. a) **Copyright License.** You grant Company, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license in the Submission to exercise all rights under those copyrights, including the right to reproduce, prepare derivative works of, publicly display, publicly perform, distribute the Submission and such derivative works, and to sublicense any or all of the foregoing rights to third parties through multiple levels of sublicensees or other licensing arrangements, provided however that any Submission we make available under any license will also be made available under a suitable FSF (Free Software Foundation) or OSI (Open Source Initiative) approved license.
  12. 2. b) **Patent License.** You grant Company, a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license under Your patent claims that are necessarily infringed by the Submission or the combination of the Submission with the Project to which it was Submitted to make, have made, use, offer to sell, sell and import or otherwise dispose of the Submission alone or with the Project.
  13. 3. c) **Derivative Works.** You agree that the party who makes a derivative work (or has it made) will be the sole owner of that derivative work.
  14. 4. d) **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.
  15. 4. **Your Employer.** References to "employer" in this Agreement include Your employer or anyone else for whom You are acting in making Your Submission, e.g. as a contractor, vendor, or agent. If Your Submission is made in the course of Your work for an employer or Your employer has intellectual property rights in Your Submission by contract or applicable law, You must secure permission from Your employer to make the Submission before signing this Agreement. 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 Submissions for the new employer, then You agree to sign a new Agreement and secure permission from the new employer before Submitting those Submissions.
  16.  
  17. 1. **Representations and Warranties.**
  18. 1. a)You represent that each of Your Submissions is entirely Your original work. 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 Submission, include the phrase "Submission 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 Submissions.
  19. 2. b)You represent that You are legally entitled to grant the above licenses in Section 3.
  20. 3. c)If Your Submission is made in the course of Your work for Your employer or Your employer has intellectual property rights in Your Submission by contract or applicable law, You represent that You have secured permission from Your employer to make the Submission. If You are signing this Agreement on behalf of Your employer, You further represent and warrant that You have the necessary authority to bind the listed employer to the obligations contained in this Agreement.
  21. 2. **Support / Disclaimer.** You are not expected to provide support for Your Submissions, 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, AND EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTION 5, THE SUBMISSION PROVIDED UNDER THIS AGREEMENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
  22. 3. **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 in this Agreement inaccurate in any respect.
  23. 4. **Information about Submissions.** 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 Submission for any purpose including marketing purposes.
  24. 5. **Governing Law / Arbitration.** The parties expressly agree that the governing law of this Agreement shall be the substantive law of England and Wales without regard to or application of choice of law principles or the body of law relating to the United Nations Convention on the International Sale of Goods. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be London, England. The arbitration shall be held, and the award shall be rendered, in the English language.
  25. 6. **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. This Agreement may be assigned by Company.
  26.  
  27. Please select one of the options below and sign as indicated. By signing, You accept and agree to the terms of this Contribution License Agreement for Your present and future Submissions to Company.
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