**Contribution License Agreement**

This Contribution License Agreement (**"Agreement"**) is agreed to by
the party indicating its agreement to the terms below (**"You"**) and
conveys certain license rights to Arize AI, Inc. (**"Arize"**) for Your
contributions to Arize open source projects.

1.  **Definitions.**

**"Code"** means computer software code, whether in human-readable or
machine-executable form.

**"Project"** means any of the software projects owned or managed by
Arize.

**"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."

**"Submission"** means the Code and any other copyrightable material
Submitted by You, including any associated comments and documentation.

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.

3.  **Originality of Work**. 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 (a) retain all copyright and license information
    that was in the materials as You received them, (b) 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 (c) follow any other instructions in the
    Project's written guidelines concerning Submissions.

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 entering into 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 enter into a new Agreement and secure permission from
    the new employer before Submitting those Submissions.

**5. Licenses.**

**a. Copyright License.** You grant Arize, and those who receive the
Submission directly or indirectly from Arize, a perpetual, worldwide,
non-exclusive, royalty-free, irrevocable license in the Submission to
reproduce, prepare derivative works of, publicly display, publicly
perform, and distribute the Submission and such derivative works, and to
sublicense any or all of the foregoing rights to third parties.

b.  **Patent License.** You grant Arize, and those who receive the
    Submission directly or indirectly from Arize, 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.

c.  **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.

**6. Representations and Warranties.** You represent that You are
legally entitled to grant the above licenses. You represent that each of
Your Submissions is entirely Your original work (except as You may have
disclosed under Section 3). You represent that You have secured
permission from Your employer to make the Submission in cases where 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. If You are entering into 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
Submission, 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, 4, AND 6, 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.

7.  **Notice to Arize.** You agree to notify Arize 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.

8.  **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.

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 state and federal courts
    sitting in San Francisco, California. 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. This
    Agreement may be assigned by Arize.
