Coder Contributor License Agreement

This Contributor License Agreement (this "Agreement" or "CLA") sets forth the terms under which You will contribute or otherwise make certain Contributions available. By agreeing to the terms and conditions of the CLA, you accept that this terms and conditions will apply to current and future Contributions You submit to Coder Technologies, Inc. ("Coder"). This CLA will not change or limit Your rights to use Your Contributions for any other purpose.

1. Definitions.

1. "You" or "Your" means to the person making this Agreement with and submitting Contributions to Coder.

2. "Contribution" means any original work of authorship, including any modifications or additions to an existing work, that is or previously has been intentionally submitted by You to Coder for inclusion in, or documentation of, any Work. This excludes any submission or other communication that You clearly designate in writing is not a Contribution.

3. "Work" means any products owned or managed by Coder.

2. Licenses.

1. Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to Coder, and to recipients and users of any software distributed by Coder, a perpetual, worldwide, non-exclusive, transferable, no-charge, royalty-free, irrevocable copyright license, with the right to sublicense these rights to multiple tiers of sublicensees, to reproduce, prepare derivative works of, display, perform, sublicense, and distribute Your Contributions and such derivative works. You retain ownership of the copyright in Your Contributions and have the same rights to use or license the Contributions which You would have had without entering into the Agreement.

2. Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to Coder, and to recipients and users of any software distributed by Coder, a perpetual, worldwide, non-exclusive, transferable, no-charge, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work. This license only applies to patent claims licensable by You that are necessarily infringed by any of Your Contributions, either alone or by combination of any of Your Contributions with the Work to which such any Contributions were submitted. If any person or legal entity alleges that Your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that person or entity under this Agreement for that Contribution or Work will terminate.

3. If Coder includes Your Contribution in a Work, Coder may license the Contribution under any license, including copyleft, permissive, commercial, or proprietary licenses.

4. Moral Rights. If moral rights apply to any Contribution, to the maximum extent permitted by law, You waive and agree not to assert such moral rights against Coder, Coder's successors in interest, or any Coder licensee.

5. You acknowledge that Coder is not obligated to use Your Contribution.

6. Reservation of Rights. Any rights not expressly assigned or licensed under this section are expressly reserved by You.

3. Representations and Warranties

1. You represent and warrant that You have the legal authority to enter into this Agreement.

2. You represent and warrant that each of Your Contributions is Your original creation, or that You own or otherwise have the necessary rights to the copyright and patent claims covering the Contribution which are required to grant the rights under this Agreement. You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions. To the extent You submit any work that is not Your original creation, You represent that you will make Coder aware at the time of submission.

3. You represent and warrant that Your grant of rights under this Agreement does not violate any grant of rights which You have made to third parties, including Your employer(s). If You are an employee, You represent that you have received permission from your employer(s) to make Contributions and have had Your employer approve this Agreement, that you will have received permission from your current and future employer(s) for all future Contributions, that your applicable employer has waived such rights for all of your current and future Contributions to Coder, or that your employer(s) executed a separate agreement with Coder.

4. You represent and warrant that You will not intentionally take or willfully assist any third party to take any action for the purpose of circumventing Your obligations under this Agreement.

5. You will promptly notify Coder if you become aware of any facts or circumstances that have made or are likely to make any of the representations in this Agreement inaccurate.

4. Disclaimers.

1. By making any Contribution, You have no obligation to provide support for the Contribution, and You do not make any warranty obligations or provide any assurances about how any Contribution will perform. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, YOUR CONTRIBUTIONS ARE PROVIDED "AS IS". ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO CODER AND BY CODER TO YOU. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR CODER BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

5. Indemnification.

You agree to indemnify, defend and hold harmless Coder and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your breach of any representations and warranties in this Agreement.

6. Miscellaneous

1. This Agreement will be governed by and construed in accordance with the laws of Texas, United States excluding its conflicts of law provisions. The parties hereby agree to the sole and exclusive jurisdiction of the state or federal courts of the State of Texas. Any dispute arising under this Agreement shall be heard solely by a state or federal court in the State of Texas, and the parties hereby waive any objection to the jurisdiction of these courts over the parties.

2. This Agreement supersedes and voids any and all prior or contemporaneous communications, agreements, and understandings between You and Coder relating to the subject matter of this CLA, whether oral or written, and contains the entire agreement between the You and Coder with respect to the subject matter hereof. You and Coder agree and acknowledge that neither they nor any agent or attorney of them have made any representation, warranty, promise, or covenant whatsoever, express or implied, not contained in this CLA to induce the other to execute this CLA.

3. If You or Coder assign the rights or obligations received through this Agreement to a third party, as a condition of the assignment, that third party must agree in writing to abide by all the rights and obligations in the Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the foregoing shall not authorize any assignment by You of Your rights or duties hereunder.

4. No course of dealing on the part of Coder or Coder's officers, agents, or representatives, nor any failure or delay in the exercise of any right by Coder, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Our failure at any time to require strict performance of any provision hereof shall not affect any right thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing and be signed by a duly authorized officer of Coder.

5. If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable. The terms and conditions set forth in this Agreement shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy to the maximum extent possible under law.