# Contributor License Agreement (CLA)

**Document:** Omnipus Contributor License Agreement — Version 1.0 (2026)

Omnipus accepts external contributions under this **Contributor License Agreement
(CLA)**. Before your first pull request can be merged, you (as an individual) — or
your employer, if you contribute on company time — agree to this CLA once. After
that, you are covered for all future contributions to this repository.

This CLA follows the widely used Apache and Google CLA model: **you keep the
copyright to your contribution** and simply grant elicify.ai Pte. Ltd. a broad
license to use it. You do **not** assign or give away ownership of your work.

## Why we have a CLA

Omnipus is developed by **elicify.ai Pte. Ltd.** as an open-source project under
the MIT license. Long-term, the project may also ship as a desktop variant and a
hosted Cloud / SaaS variant (see [`ROADMAP.md`](ROADMAP.md)). The CLA gives us a
clear, durable license to include your contribution in the project and in those
variants, without having to track down every contributor for permission later.

**The MIT license on the code is unchanged and irrevocable.** Anyone who
downloads Omnipus gets the same MIT terms forever. The CLA does not relicense
existing code; it only records the license you grant for your own contributions.

## What the CLA does, in plain terms

This summary is for convenience only; the binding terms are in the agreements
below. By agreeing, you confirm that:

1. **You keep your copyright.** You are not giving your work away — you retain
   full ownership and can use it for anything else you like.
2. **You grant a copyright license.** You let elicify.ai and everyone who
   receives the project use, modify, sublicense, and redistribute your
   contribution — including in commercial variants.
3. **You grant a patent license.** If your contribution includes patentable
   ideas, you license those patents to users of the project.
4. **You allow use without attribution.** To the extent the law allows, you agree
   the project can use your contribution without crediting you and won't assert
   "moral rights" against the project or its users (see §10 below).
5. **You have the right to contribute.** Either you wrote it yourself, or your
   employer has authorised it (or signed the Corporate CLA).

## How you agree (electronic acceptance)

1. Open a pull request as normal.
2. The CLA bot comments on your PR with a one-click link.
3. Click the link, sign in with your GitHub account, and confirm.
4. Your PR is unblocked for review.

You agree **once per GitHub account**; all future PRs from that account are
covered. Clicking to accept (or, where the bot records it, submitting a
contribution after being notified of this CLA) is an electronic signature and is
as legally effective as a handwritten signature.

## If you would rather not agree

You do not have to. The MIT license lets you fork Omnipus, modify it, and
distribute your version freely (subject to the [trademark notice](TRADEMARKS.md)
on the name and logo). The CLA is only required to merge changes **into the
upstream Omnipus repository**.

## Common questions

- **Can I still use my own contribution elsewhere?** Yes. You keep your
  copyright and may use your contribution for any purpose.
- **What if my employer owns my work?** Have your employer agree to the
  **Corporate CLA** below.
- **Will Omnipus go closed-source?** The MIT code is irrevocable — anyone who has
  it keeps the MIT grant forever. The CLA only gives us the *option* to also
  distribute the same code under other terms in future commercial variants,
  alongside the open-source MIT version.
- **Why a CLA and not just [DCO](https://developercertificate.org/)?** DCO suits
  projects that commit to a single license. Omnipus needs the option to ship
  commercial variants alongside open source, which the CLA enables.

For any other questions, email **connect@elicify.ai** or open a GitHub
discussion.

---

## Individual Contributor License Agreement

**Document version:** Omnipus CLA v1.0 (2026)
**Project:** Omnipus (https://github.com/elicify-ai/omnipus)
**Project Steward:** elicify.ai Pte. Ltd., a company incorporated in Singapore
(UEN 202622464W; registered address: 68 Circular Road, #02-01, Singapore 049422).

This Individual Contributor License Agreement (this "Agreement") is entered into
by **You** (the individual identified by the GitHub account used to accept it) and
the Project Steward. **If you are agreeing on behalf of a company or other legal
entity, do not use this Individual Agreement — use the Corporate Contributor
License Agreement below instead.**

In consideration of the Project Steward reviewing and potentially including Your
Contributions in the Work, and of the mutual promises in this Agreement, You and
the Project Steward agree as follows. This Agreement is for your protection as a
Contributor as well as the protection of the Project Steward and its users; it
does not change your rights to use your own Contributions for any other purpose.

Except for the license granted herein to the Project Steward and recipients of
software distributed by the Project Steward, **You reserve all right, title, and
interest in and to Your Contributions.**

**1. Definitions.**

"You" (or "Your") means the individual who accepts this Agreement.

"Contribution" means any original work of authorship, including any modifications
or additions to an existing work, that is intentionally submitted by You to the
Project Steward for inclusion in, or documentation of, the products owned or
managed by the Project Steward, including the Omnipus repository identified above
and any successor or related repositories (the "Work"). "Submitted" means any
form of electronic, verbal, or written communication sent to the Project Steward
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, the Project Steward for the purpose of discussing
and improving the Work, but excluding communication that is conspicuously marked
or otherwise designated in writing by You as "Not a Contribution."

**2. Grant of Copyright License.**

Subject to the terms and conditions of this Agreement, You hereby grant to the
Project Steward and to recipients of software distributed by the Project Steward
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, under any license terms (including open-source and proprietary
or commercial license terms).

**3. Grant of Patent License.**

Subject to the terms and conditions of this Agreement, You hereby grant to the
Project Steward and to recipients of software distributed by the Project Steward
a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable
(except as stated in this section) 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. If You
institute patent litigation against any entity (including a cross-claim or
counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated
within the Work constitutes direct or contributory patent infringement, then any
patent licenses granted to You under this Agreement for that Work shall terminate
as of the date such litigation is filed.

**4. Right to grant.** You represent that You are legally entitled to grant the
above licenses. If your employer(s) 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, that Your employer
has waived such rights for Your Contributions to the Project Steward, or that
Your employer has agreed to a separate Corporate CLA with the Project Steward.

**5. Originality.** You represent that each of Your Contributions is Your original
creation (see §7 for submissions on behalf of others). 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.

**6. No warranty.** 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.

**7. Third-party work.** Should You wish to submit work that is not Your original
creation, You may submit it to the Project Steward 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]".

**8. Notification.** You agree to notify the Project Steward of any facts or
circumstances of which You become aware that would make the representations in
this Agreement inaccurate in any respect.

**9. Capacity.** You represent that You are of the age of majority in your place
of residence and have the legal capacity to enter into this Agreement.

**10. Moral rights.** To the fullest extent permitted by applicable law, You
consent to the use, reproduction, modification, and distribution of Your
Contributions (including in commercial variants of the Work) without attribution
to You, and You agree not to assert against the Project Steward or any recipient
of the Work any moral rights You may have in Your Contributions, including any
right to be identified as the author. Where such consent or waiver is not
permitted by law, You agree not to enforce those rights against the Project
Steward or recipients of the Work in a manner that would prevent the use of Your
Contributions as licensed in this Agreement.

**11. Assignment.** The Project Steward may assign this Agreement and the licenses
and rights granted under it, in whole or in part, to any successor in interest
(including in connection with a merger, acquisition, reorganisation, or sale of
assets) or to an affiliate, without Your further consent. You may not assign this
Agreement without the Project Steward's prior written consent.

**12. Electronic acceptance.** You may accept this Agreement electronically (for
example, by clicking to accept via the CLA bot, or as otherwise recorded by the
Project Steward). Such electronic acceptance constitutes Your signature and is
legally effective and binding under the Electronic Transactions Act 2010 of
Singapore and equivalent laws.

**13. Entire agreement; severability; no waiver; amendment.** This Agreement is
the entire agreement between You and the Project Steward concerning Your
Contributions and supersedes any prior understanding on that subject. If any
provision of this Agreement is held to be unenforceable, that provision will be
enforced to the maximum extent permissible and the remaining provisions will
remain in full force and effect. The Project Steward's failure to enforce any
provision is not a waiver of its right to do so later. The Project Steward may
publish revised versions of this Agreement for future Contributions; the version
in effect when You submit a Contribution governs that Contribution.

**14. Governing law.** This Agreement is governed by and construed in accordance
with the laws of Singapore, without regard to its conflict-of-laws principles.
The courts of Singapore shall have exclusive jurisdiction over any dispute
arising under or in connection with this Agreement.

---

## Corporate Contributor License Agreement

**Document version:** Omnipus CLA v1.0 (2026)
**Project:** Omnipus (https://github.com/elicify-ai/omnipus)
**Project Steward:** elicify.ai Pte. Ltd., a company incorporated in Singapore
(UEN 202622464W; registered address: 68 Circular Road, #02-01, Singapore 049422).

This Corporate Contributor License Agreement (this "Agreement") is entered into by
a corporation or other legal entity (the "Corporation") that wishes to submit
Contributions to the Project Steward through its employees or contractors, and is
agreed to by a person with authority to bind the Corporation. It covers
Contributions submitted by the Corporation and by the Contributors it designates.
It does not change the Corporation's right to use its own Contributions for any
other purpose.

In consideration of the Project Steward reviewing and potentially including the
Contributions in the Work, and of the mutual promises in this Agreement, the
Corporation and the Project Steward agree as follows. Except for the license
granted herein to the Project Steward and recipients of software distributed by
the Project Steward, the Corporation reserves all right, title, and interest in
and to its Contributions.

**1. Definitions.**

"You" (or "Your") means the Corporation agreeing to this Agreement, together with
all entities that control, are controlled by, or are under common control with
that Corporation (where "control" means (i) the power, direct or indirect, to
cause the direction or management of an 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). "Contribution" and "Work" have the
meanings given in the Individual Contributor License Agreement above.
"Contributor" means an employee or contractor of the Corporation who is
designated by the Corporation to submit Contributions on its behalf, as listed in
Schedule A.

**2. Grant of Copyright License.**

Subject to the terms and conditions of this Agreement, You hereby grant to the
Project Steward and to recipients of software distributed by the Project Steward
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 the Contributions of Your designated
Contributors and such derivative works, under any license terms (including
open-source and proprietary or commercial license terms).

**3. Grant of Patent License.**

Subject to the terms and conditions of this Agreement, You hereby grant to the
Project Steward and to recipients of software distributed by the Project Steward
a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable
(except as stated in this section) 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 the Contribution(s) of Your designated Contributors alone or by
combination of those Contribution(s) with the Work to which such Contribution(s)
was submitted. If You institute patent litigation against any entity (including a
cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution
incorporated within the Work constitutes direct or contributory patent
infringement, then any patent licenses granted to You under this Agreement for
that Work shall terminate as of the date such litigation is filed.

**4. Right to grant.** You represent that You are legally entitled to grant the
above licenses, that the person accepting this Agreement is authorised to bind the
Corporation, and that each of Your designated Contributors is authorised to submit
Contributions on Your behalf. You represent that You have the necessary rights in
the Contributions submitted by Your designated Contributors to grant the licenses
above.

**5. Originality.** You represent that each Contribution submitted by Your
designated Contributors is an original creation (see §7 of the Individual CLA for
submissions on behalf of others), and that Contribution submissions include
complete details of any third-party license or other restriction of which You are
aware and which is associated with any part of the Contributions.

**6. Designated Contributors.** It is Your responsibility to keep the list of
designated Contributors in Schedule A current with the Project Steward, and to
notify the Project Steward of any change to that list or to the Corporation's
point of contact.

**7. No warranty.** You are not expected to provide support for the Contributions,
and the Contributions are provided 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, except as required by applicable law or agreed
to in writing.

**8. Moral rights.** To the fullest extent permitted by applicable law, You and
Your designated Contributors consent to the use, reproduction, modification, and
distribution of the Contributions (including in commercial variants of the Work)
without attribution, and agree not to assert against the Project Steward or any
recipient of the Work any moral rights in the Contributions, including any right
to be identified as the author. You represent that You have obtained from each
designated Contributor the consents and waivers necessary to give effect to this
section.

**9. Assignment.** The Project Steward may assign this Agreement and the licenses
and rights granted under it, in whole or in part, to any successor in interest or
to an affiliate, without Your further consent.

**10. Electronic acceptance.** This Agreement may be accepted electronically by an
authorised representative of the Corporation. Such electronic acceptance
constitutes the Corporation's signature and is legally effective and binding under
the Electronic Transactions Act 2010 of Singapore and equivalent laws.

**11. Entire agreement; severability; no waiver; amendment.** This Agreement is
the entire agreement between You and the Project Steward concerning the
Contributions of Your designated Contributors and supersedes any prior
understanding on that subject. If any provision is held to be unenforceable, that
provision will be enforced to the maximum extent permissible and the remaining
provisions will remain in full force and effect. The Project Steward's failure to
enforce any provision is not a waiver of its right to do so later. The Project
Steward may publish revised versions of this Agreement for future Contributions;
the version in effect when a Contribution is submitted governs that Contribution.

**12. Governing law.** This Agreement is governed by and construed in accordance
with the laws of Singapore, without regard to its conflict-of-laws principles.
The courts of Singapore shall have exclusive jurisdiction over any dispute
arising under or in connection with this Agreement.

### Schedule A — Designated Contributors

The Corporation lists below the Contributors authorised to submit Contributions on
its behalf, and will keep this list current with the Project Steward.

| Full name | GitHub username | Email |
| --- | --- | --- |
|  |  |  |

**Agreed for the Corporation by an authorised representative:**

- Corporation (legal name): _________________________________
- Registration number / UEN: _______________________________
- Authorised representative (name & title): _________________
- Date: _______________

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© 2026 elicify.ai Pte. Ltd. · Singapore · https://omnipus.ai
