Taichi CLA

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taichi_cla.md

Taichi Contributor License Agreement

Thank you for your interest in making a Contribution to the project(s) of Taichi Graphics Technology Inc. In order to clarify the intellectual property license granted with Contributions from any person or entity, Taichi Graphics Technology Inc. (including its Affiliates, collectively “Taichi Graphics”) must have a Contributor License Agreement ("CLA") on file that has been signed by each contributor, indicating agreement to the license terms below. This license is for your protection as a contributor as well as the protection of Taichi Graphics and its other contributors and users; it does not change your rights to use your own Contributions for any other purpose.

By electronically signing below, You accept and agree to these terms and conditions for Your historical, present and future Contributions Submitted to Taichi Graphics. Except for the license granted herein to Taichi Graphics and recipients of Software or Work distributed by or on behalf of Taichi Graphics, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.

   "Affiliate" shall mean an entity that Controls, is Controlled by, or is under common Control with Taichi Graphics Technology Inc. (but only as long as such Control exists).

   "You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is entering into this CLA with Taichi Graphics. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor.

   "Control" shall mean (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" shall mean any Software, code, documentation or other original works of authorship, including any modifications or additions to an existing work, that are intentionally Submitted by You in the past, present and future to Taichi Graphics for inclusion in, or documentation of, any of the products owned or managed by Taichi Graphics (the "Work"), but excluding any Software, code, documentation, work of authorship or communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

   "Submit" shall mean any form of electronic, verbal, or written communication sent to Taichi Graphics 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, Taichi Graphics for the purpose of discussing and improving the Work.

   "Software" shall mean any computer codes (including source code and object code), programs, algorithms, flow charts, documentation, designs, databases, related materials, associated intellectual properties, and information pertaining thereto.

2. Grant of Copyright License. Subject to the terms and conditions of this CLA, You hereby grant to Taichi Graphics and to recipients of Software or Work distributed by or on behalf of Taichi Graphics a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable, transferable and sublicensable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, and distribute Your Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of this CLA, You hereby grant to Taichi Graphics and to recipients of software or Work distributed by or on behalf of Taichi Graphics a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable, transferable and sublicensable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, practice the method of, and otherwise transfer or exploit the Work or Your Contribution(s), 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 any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this CLA for that Contribution or Work shall terminate as of the date such litigation is filed.

4. You represent and warrant that You are legally entitled to grant the above license. If You are an individual and Your present or past 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 present or past employer, that Your present or past employer has waived such rights for Your Contributions to Taichi Graphics, or that Your present or past employer has entered into a separate CLA with Taichi Graphics covering Your Contributions. If You are a Company, You represent further that each employee making a Contribution to Taichi Graphics under the Company’s name is authorized to Submit Contributions on behalf of the Company.

5. You represent and warrant that each of Your Contributions is Your original creation (see section 8 for submissions on behalf of others). You represent and warrant that, to Your knowledge, none of Your Contributions infringe, violate, or misappropriate any third party intellectual property or other proprietary rights.

6. Based on the grant of the rights in Sections 2 and 3, You acknowledge and agree that Taichi Graphics may license Your Contributions under any license, including but not limited to copyleft, permissive, commercial, or proprietary license. For the avoidance of doubt, You acknowledge and agree that Taichi Graphics may change or modify the license applied to Your Contributors or the Work from time to time.

7. 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, except for the warranties set forth above, 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.

8. Should You wish to Submit work or Software that is not Your original creation, You may Submit it to Taichi Graphics 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]".

9. You agree to notify Taichi Graphics of any facts or circumstances of which You become aware that would make the above representations and warranties inaccurate in any respect. If You are entering into this CLA as a Company, You represent and warrant that the individual accepting this CLA is duly authorized to enter into this CLA on the Company’s behalf.