Product Contributor Agreement

This Contributor AGREEMENT ("Agreement") is made BETWEEN Jorge Alegre Vilches, with address at Juan Alvarez de Mendizabal 1 9-2 28028 Madrid ("Owner"), and requested contributor ("Contributor"). Owner desires to obtain the services of Contributor to assist in software development work, and Contributor is willing to provide the development services (the "Services") subject to the terms and conditions set forth herein, working as contributor in the open-source repositories of Safefolder.

You also agree to the terms of the Spot Purchase Agreement since you will receive NFT ownership as gratification for helping us building the Product.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations and warranties contained in this Agreement, Owner and Contributor agree as follows:

1. EFFECTIVE DATE

   This Agreement shall be effective when contributor starts onborading in one of the projects after having requested joining a project and is approved to join a team.

2. DEFINITIONS

   a) "Software product" shall mean the computer programs in machine readable object code form and any subsequent error corrections or updates supplied to Owner by Contributor pursuant to this Agreement. "Software product" also includes ideas, concepts, documents and designs related to the computer programs / web applications.

   b) "Documentation" means the documents, manuals and written materials (including end user manuals) referenced, indicated or described herein or otherwise developed pursuant to this Agreement.

   c) "Deliverable" means the software code in object and/or source format, provided that if not specified delivery shall be in object code format.

   d) “Owner” means third party companies the Contributor develops software for. These third parties have signed software development agreements with Owner. “Owner” It also means Owner in case the Contributor is working on internal projects developed for Owner.

3. COMPENSATION

   a) There is not an exchange of work for economic compensation. Contributor is willing to contribute to Safefolder open-source repositories without an economic compensation.

   b) Safefolder provides a reward for Contributor for helping in the software development in a free way with an exchange of Spots, a digital property minted as Non Fungible Tokens (NFTs). These spots represent an appreciation or reward for helping in creating Safefolder products.

4. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

   The parties acknowledge and agree that all work-product derived from the Services performed by Contributor hereunder (the "Work Product"), including, but not limited to, the Software Product, and other product documentation prepared by Contributor, if any, shall be considered intellectual property rights embodied therein and shall become the sole exclusive property of Owner. If and to the extent that Owner does not originally acquire full legal ownership to the Work Product, Contributor shall and hereby does assign to Owner Contributor's entire right, title and interest therein. Contributor shall not, and it shall cause its affiliates not to, seek any copyright, patent, or other protection for the Work Product, and Owner shall have the sole right to seek copyright, patent and other protection for such Work Product. At Owner's reasonable request and expense, Contributor shall take, and shall cause its affiliates to take, all actions requested by Owner in order to protect and perfect its rights in and to the Work Product throughout the world. Contributor shall not give away or sell or in any other way make the Software Product or code available for anyone else than the Owner. Owner shall also deliver all passwords and access information to all of the systems that is related to or is a part of the Software Product.

   Ownership of background technology

   The Contributor might include development tools, routines, subroutines and other programs, data, and materials that they bring to the job and that might end up in the final product - for example, code used for window manipulation, displaying menus, data storing, and printing etc. This agreement gives the Owner a nonexclusive license to use the background technology that the developer includes in the Software.

   Training Materials

   Owner reserves all rights on any training materials provided to Contributor for the completion of work to the Owner.

5. TERM AND TERMINATION

   a) Term . The term of this Agreement as it relates to the development of the Software Product shall commence on the effective date hereof and, unless modified by mutual written agreement, will continue until completion.

   b) Termination . In the event that either party shall be in default of its materials obligations under this Agreement and shall fail to remedy such default within thirty (30) days after receipt of written notice thereof, this Agreement may be terminated upon expiration of the thirty (30) day period by the party not in default. Termination or cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination. As its sole liability upon termination under this section, Owner shall reward Contributor for all reasonable expenses incurred or committed to be expended as of the effective termination date, including credits and spot NFT certificates pending to reward.

   c) Return of Materials Upon Termination . Upon termination of this Agreement for any reason, Contributor shall furnish to Owner all completed deliverables, work in process, incomplete work and other material embodying such work performed in connection with the provision of the Services under this Agreement for cases when Contributor did not work in Safefolder open-source repositories. In case only working in our open-source repositories there is no need to retrun materials since the code is public at Safefolder repositories. Contributor agrees to push all latest changes to the open-source repository.

   d) Survival of Certain Rights and Obligations . On termination or expiration of this Agreement, each party shall immediately return to the other party all Confidential Information of the other party in its possession. In addition, notwithstanding anything in this Agreement to the contrary, Sections 3, 4 and 6 shall survive termination of this Agreement, however caused and shall continue thereafter in full force and effect.

   e) There is a probation period of 90 days where Contributor and Owner work together. After these 90 days, Owner may terminate relationship with Contributor, rewarding the credits and NFT spots earnt by Contributor.

6. INDEMNITY

   a) Contributor will defend or settle at its own expense any suit or action which may be brought against Owner for alleged infringement of the copyrights or trade secrets of others by reason of the Contributor's design and/or development of the Software, and Contributor will indemnify and hold harmless Owner from and against all damages and costs which may be adjudged or decreed against Owner on account of such infringement; provided, however, that Owner shall have given prompt notice, in writing, to Contributor of any claim of such alleged infringement and of the bringing, or any written threat of the bringing of any such suit or action, and Owner shall have permitted Contributor by its counsel to defend or settle the same; and provided, further, that Owner shall not settle or compromise any such suit or action without the prior written consent of Contributor. If any Software is finally adjudged to so infringe, or in Contributor's opinion is likely to become the subject of such a claim, Contributor shall at its option, either (a) procure for Owner the right to continue using the Software, (b) modify or replace the Software to make it noninfringing, or (c) refund the fee paid, less reasonable depreciation, upon return of the Software. Contributor shall have no liability regarding any claim arising out of: (i) use of other than a current, unaltered release of the Software, unless the infringing portion is also in the then current, unaltered release, (ii) use of the Software in combination with non-Contributor software, data or equipment if the infringement was caused by such use or combination, (iii) any modification or derivation of the Software not specifically authorized in writing by Contributor, or (iv) use of third party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF Contributor AND THE EXCLUSIVE REMEDY FOR Owner RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE.

   b) Except for the foregoing infringement claims, Owner shall indemnify and hold harmless Contributor, its affiliated companies and the officers, agents, directors and employees of the same from any and all claims and damages, losses or expenses, including attorney's fees, caused by any negligent or intentional, knowing or reckless act of Owner or any of Owner's agents, employees, officers, directors, subcontractors, or suppliers.

   c) NEITHER PARTY TO THIS AGREEMENT NOR THEIR AFFILIATED COMPANIES, OFFICERS, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE FOREGOING, SHALL BE LIABLE TO ANY OTHER PARTY HERETO IN ANY ACTION OR CLAIM FOR CONSEQUENTIAL OR SPECIAL DAMAGES, LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF PRODUCT OR LOSS OF USE, WHETHER THE ACTION IN WHICH RECOVERY OF DAMAGES IS SOUGHT IS BASED ON CONTRACT, TORT (INCLUDING SOLE, CONCURRENT OR OTHER NEGLIGENCE AND STRICT LIABILITY), STATUTE OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, ANY STATUTORY REMEDIES WHICH ARE INCONSISTENT WITH THE PROVISIONS OF THESE TERMS ARE WAIVED.

7. MISCELLANEOUS

   a) Applicable Law . This Agreement shall be governed by and enforced in accordance with the laws of Madrid, Spain, without giving effect to principles of conflicts of law. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the Supreme Court of Madrid, Spain, and each party hereby consents to the personal jurisdiction thereof.

   b) Relationship . You are a contributor, and not an agent or employee of Owner or any of its affiliates . Subject to Section e hereof, whenever it is necessary in furtherance of the fulfillment of your obligations hereunder for you to identify any association between you and Owner, you shall identify yourself as a contributor to Owner, and not as an employee, agent, or otherwise. You shall not be entitled to make any agreements or commitments or incur any obligations which bind Owner or any of its affiliates, nor shall you hold yourself out as being entitled to do so. This Agreement creates no obligation between you or any of your affiliates and Owner or any of its affiliates, and does not constitute an agreement or a promise to conduct any business together, other than as expressly set forth herein.

   c) Other , This Agreement, including the annexes and other exhibits attached hereto and incorporated as an integral part of this Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous proposals, oral or written, and all negotiations, conversations, or discussions heretofore had between the parties related to this Agreement. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties, except as otherwise expressly provided in this Agreement.

   IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.