File size: 9,003 Bytes
250e3e2 |
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 |
InstaDeep Open Model Licence
Version 1.0, April 2025
Please read this Open Model Licence (the “Licence”) carefully before using
the Licenced Models (as defined below), which are offered by InstaDeep Ltd,
registered in England and Wales under company number 09816291(“InstaDeep”).
References to “You” and “Your” in this Licence means the individual entering
into this Licence or the organisation or entity on whose behalf such
individual is entering into this Licence.
By using and/or accessing the Licenced Models in any manner, You agree that
You have read and agree to be bound by the terms of this Licence. If You are
using and/or accessing the Licenced Models on behalf of an organisation or
entity, You represent and warrant that You are authorised to enter into this
Licence on that organisation or entity’s behalf and bind them to the terms
of this Licence.
TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION
1. Definitions.
“Commercial Entity” means any entity involved in any activity aimed at
or intended for commercial advantage or monetary compensation,
including, but not limited to, the development of a product or
service intended to be sold or made available for a fee. For the
purpose of this Licence, the term ‘Commercial Entity’ explicitly
excludes non-profit organisations, education and research institutes
and governmental bodies.
“Commercial Purpose” means any use of the Licenced Models or Outputs
for or on behalf of a Commercial Entity, aimed at or intended to
achieve commercial advantage, financial compensation, or to support
the development of any product or service that will be sold or made
available for a fee.
“Derivative Work” means any work, whether in source or object form,
that is based on, or derived from, the Licenced Models and for which
the editorial revisions, annotations, elaborations, or other
modifications represent, as a whole, an original work of authorship.
“Free Server” refers to a server or cloud-based platform that provides
free use and/or access to the Licenced Models for use by the public,
solely intended for Non-Commercial Purposes.
“Licenced Models” means the InstaDeep Licenced Models made available
to You pursuant to this Licence.
“Non-Commercial Entity” means any education and research institutes,
non-profit organisations, and governmental bodies that are not
engaged in: (a) use of the Licenced Models or Outputs for a
Commercial Purpose; or (b) the provision of Outputs as a service.
“Non-Commercial Purpose” means any use of the Licenced Models or
Outputs for or on behalf of a Non-Commercial Entity and uses not
intended for or directed toward commercial advantage, financial
compensation, or to support the development of any product or
service to be sold or made available for a fee. For the avoidance
of doubt, the provision of Outputs as a service is not a
Non-Commercial Purpose.
“Output” means any output that is elicited directly or indirectly by,
or otherwise made available to You in connection with Your use of the
Licenced Models.
“Platform” refers to any InstaDeep service, third-party service or
marketplace that provides paid use and/or access to the Licenced
Models.
2. Licence Grant.
Subject to the terms and conditions of this Licence, if You access
the Licenced Models through a Free Server and/or for Non-Commercial
Purposes, InstaDeep grants You a worldwide, royalty-free,
non-sublicensable, non-exclusive, irrevocable licence to:
(a) access, use, and reproduce the Licenced Models, in whole or in
part, solely for Non-Commercial Purposes; and
(b) publish, share and adapt Output generated by the Licensed Model,
in whole or in part, solely for Non-Commercial Purposes.
For the avoidance of doubt, access to and use of the Licensed Models
for Commercial Purposes is subject to a separate licence. Please
contact [email protected] for further information.
3. Use Restrictions.
You may not:
(a) Use the Licenced Models, Output or Derivative Work for any
Commercial Purpose, unless agreed by Us under a separate licence;
(b) Licence, sublicense, or resell access to, or copies of, the
Licenced Models or Output;
(c) Use or provide access to any Output for the purpose of, training,
improving, or otherwise influencing the functionality or
performance of any third-party derivative model that is commercial
or intended for a Commercial Purpose and is similar to the
Licenced Models;
(d) create models distilled or derived from the Outputs of the
Licenced Models, unless such models are for Non-Commercial
Purposes and open-sourced under the same license as the Licenced
Models;
(e) Use the Licenced Models and Output in any way that enables or
allows others to use the Licence to deceive, misrepresent, or
mislead, including providing false or misleading information about
Your access to or use of the Licenced Models or Output;
(f) Engage in, promote, or facilitate any illegal harmful, or
malicious activities, including generating or distributing content,
such as Output, that infringes, misappropriates, or violates the
rights of any individual or entity (including, but not limited to
copyright), or that violates any applicable laws or regulations.
4. Ownership and Intellectual Property.
As between You and Us, and to the extent permitted by applicable law,
the Licenced Models and any Outputs remain the exclusive property of
InstaDeep. Subject to the terms of this Licence, You are granted a
non-exclusive licence to publish, share, and adapt Output generated by
the Licensed Models, solely for Non-Commercial Purposes.
5. Term and Termination.
The term of this Licence will commence upon Your acceptance of this
Licence or access to the Licenced Models and will continue in full
force and effect until terminated in accordance with Clause 5. We may
permanently remove Your access to the Licenced Models and terminate
this Licence immediately if You breach any of the terms of this Licence
or We reasonably suspect that You are acting in breach of this Licence.
You may terminate Your license to, and use of the Licenced Models, as
well as this Licence, at any time. Upon termination of this Licence,
You shall delete and cease use of the Licenced Models. All provisions
of this Licence by which their nature should survive termination shall
survive termination, including, without limitation, ownership
provisions, warranty disclaimers and limitations of liability.
6. Disclaimer of Warranties and Limitation of Liability.
UNLESS OTHERWISE SEPARATELY UNDERTAKEN BY INSTADEEP, TO THE EXTENT
POSSIBLE, INSTADEEP OFFERS THE LICENCED MODELS AS-IS AND AS-AVAILABLE,
AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE
LICENCED MODELS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER. THIS
INCLUDES, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT
OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS,
WHETHER OR NOT KNOWN OR DISCOVERABLE. WHERE DISCLAIMERS OF WARRANTIES
ARE NOT ALLOWED IN FULL OR IN PART, THIS DISCLAIMER MAY NOT APPLY TO
YOU.
TO THE EXTENT POSSIBLE, IN NO EVENT WILL THE LICENSOR BE LIABLE TO YOU
ON ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR
OTHERWISE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, EXEMPLARY, OR OTHER LOSSES, COSTS, EXPENSES, OR DAMAGES
ARISING OUT OF THIS LICENCE OR USE OF THE LICENSED MODELS, EVEN IF
INSTADEEP HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS,
EXPENSES, OR DAMAGES. WHERE A LIMITATION OF LIABILITY IS NOT ALLOWED
IN FULL OR IN PART, THIS LIMITATION MAY NOT APPLY TO YOU.
This disclaimer of warranties and limitation of liability provided
above shall be interpreted in a manner that, to the extent possible,
most closely approximates an absolute disclaimer and waiver of all
liability.
7. Governing Law.
This Licence is made under the laws of England and Wales and the
exclusive jurisdiction of the courts of England and Wales in respect
of any dispute or claim arising out of or relating to this Licence or
its subject matter or formation.
|