Ngen-2 Community License Agreement Ngen-2 Version Release Date: 26/04/2024 "Agreement" means the terms and conditions for use, reproduction, distribution, and modification of the Ngen Materials set forth herein. "Documentation" means the specifications, manuals, and documentation accompanying Ngen-2 distributed by TNSA AI at tnsa-softwares.github.io/documentation/. "Licensee" or "you" means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity’s behalf), of the age required under applicable laws, rules, or regulations to provide legal consent and that has the legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf. "Ngen-2" means the foundational large language models and software and algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, and other elements of the foregoing distributed by TNSA AI at https://ngen.onrender.com/. "Ngen Materials" means, collectively, TNSA's proprietary Ngen-2 and Documentation (and any portion thereof) made available under this Agreement. TNSA or "we" means TNSA. License Rights and Redistribution. a. Grant of Rights. You are granted a non-exclusive, worldwide, non-transferable, and royalty-free limited license under TNSA's intellectual property or other rights owned by TNSA embodied in the Ngen Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Ngen Materials. b. Redistribution and Use. i. If you distribute or make available the Ngen Materials (or any derivative works thereof), or a product or service that uses any of them, including another AI model, you shall (A) provide a copy of this Agreement with any such Ngen Materials; and (B) prominently display "Built with Ngen-2" on a related website, user interface, blog post, about page, or product documentation. If you use the Ngen Materials to create, train, fine-tune, or otherwise improve an AI model, which is distributed or made available, you shall also include "Ngen-2" at the beginning of any such AI model name. ii. If you receive Ngen Materials, or any derivative works thereof, from a Licensee as part of an integrated end-user product, then Section 2 of this Agreement will not apply to you. iii. You must retain in all copies of the Ngen Materials that you distribute the following attribution notice within a "Notice" text file distributed as a part of such copies: "Ngen-2 is licensed under the Ngen-2 Community License, Copyright © TNSA. All Rights Reserved." iv. Your use of the Ngen Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy for the Ngen Materials (available at [Ngen-2 Acceptable Use Policy URL]), which is hereby incorporated by reference into this Agreement. v. You will not use the Ngen Materials or any output or results of the Ngen Materials to improve any other large language model (excluding Ngen-2 or derivative works thereof). Additional Commercial Terms. If, on the Ngen-2 version release date, the monthly active users of the products or services made available by or for Licensee, or Licensee’s affiliates, is greater than [Threshold Number] monthly active users in the preceding calendar month, you must request a license from TNSA, which TNSA may grant to you in its sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until [Company] otherwise expressly grants you such rights. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE NGEN MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND [COMPANY] DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE NGEN MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE NGEN MATERIALS AND ANY OUTPUT AND RESULTS. Limitation of Liability. IN NO EVENT WILL TNSA OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCTS LIABILITY, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF [COMPANY] OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. Intellectual Property. a. No trademark licenses are granted under this Agreement, and in connection with the Ngen Materials, neither TNSA nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the Ngen Materials or as set forth in this Section 5(a). TNSA hereby grants you a license to use "Ngen-2" (the "Mark") solely as required to comply with the last sentence of Section 1.b.i. You will comply with TNSA's brand guidelines (currently accessible at [Brand Guidelines URL]). All goodwill arising out of your use of the Mark will inure to the benefit of TNSA.
b. Subject to TNSA's ownership of Ngen Materials and derivatives made by or for [Company], with respect to any derivative works and modifications of the Ngen Materials that are made by you, as between you and TNSA, you are and will be the owner of such derivative works and modifications. c. If you institute litigation or other proceedings against TNSA or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Ngen Materials or Ngen-2 outputs or results, or any portion of any of the foregoing, constitutes infringement of intellectual property or other rights owned or licensable by you, then any licenses granted to you under this Agreement shall terminate as of the date such litigation or claim is filed or instituted. You will indemnify and hold harmless TNSA from and against any claim by any third party arising out of or related to your use or distribution of the Ngen Materials. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the Ngen Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. TNSA may terminate this Agreement if you are in breach of any term or condition of this Agreement. Upon termination of this Agreement, you shall delete and cease use of the Ngen Materials. Sections 3, 4, and 7 shall survive the termination of this Agreement. Governing Law and Jurisdiction. This Agreement will be governed and construed under the laws of [Jurisdiction] without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts of [Jurisdiction] shall have exclusive jurisdiction of any dispute arising out of this Agreement. Ngen-2 Acceptable Use Policy [Acceptable Use Policy content goes here] Where to send questions or comments about the model [email protected] Model Details Developed By TNSA AI at Vishakhapatnam, India Based on TNSA ARCH-X technical model name GPFLLaT-01 Model Parameters : 6B model and 256 B (Pro)
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