LICENSE

TRILLION LABS AI MODEL LICENSE AGREEMENT (Version 1.0)

This License Agreement ("Agreement") is entered into between you ("Licensee") and Trillion Labs ("Licensor"), governing the use of the Trillion Labs AI Model series ("Model"). By downloading, installing, copying, or using the Model, you agree to comply with and be bound by the terms of this Agreement. If you do not agree to all the terms, you must not download, install, copy, or use the Model.

1. Definitions

   1.1 Model: The artificial intelligence model series provided by Licensor ("Tri-" series), including software, algorithms, machine learning models, and related components provided by Licensor, including all updates, enhancements, improvements, bug fixes, patches, or other modifications.

   1.2 Derivatives: Modifications, alterations, enhancements, improvements, adaptations, or derivative works of the Model created by Licensee or third parties, including changes to the Model's architecture, parameters, data processing methods, or functionality.

   1.3 Output: Any data, results, content, predictions, analyses, insights, or other materials generated by the Model or Derivatives, whether in original form or further processed or modified.

   1.4 Licensor: Trillion Labs, the owner, developer, and provider of the Model, holding all rights, title, and interest in the Model.

   1.5 Licensee: The individual or entity using or intending to use the Model under this Agreement.

2. License Grant

   2.1 Grant of License: Subject to the terms outlined herein, Licensor grants Licensee a limited, non-exclusive, non-transferable, worldwide, revocable license to:

       a. Access, download, install, and use the Model for research purposes, including evaluation, testing, academic research, experimentation, and non-commercial competitions.

       b. Publicly disclose research results and findings derived from the Model or Derivatives, including publishing papers or presentations, with appropriate attribution to Licensor.

       c. Modify the Model and create Derivatives for research purposes. Derivatives must include "Tri-" followed by the original Model version in their names (e.g., "Tri-21B-xxx").

       d. Distribute the Model and Derivatives, each accompanied by a copy of this Agreement.

       e. Commercially use the Model or Derivatives only if Licensee's Monthly Active Users (MAU) are fewer than 1 million or Annual Recurring Revenue (ARR) is less than $10 million USD, and with explicit prior written approval from Licensor.

   2.2 Scope of License: Any use beyond the explicitly stated permissions, particularly commercial use, requires a separate commercial license agreement approved in writing by Licensor.

3. Restrictions

   3.1 Commercial Use: Licensee exceeding the defined thresholds (≥1M MAU or ≥$10M ARR) must secure a separate commercial license from Licensor before commercial deployment.

   3.2 Reverse Engineering: Licensee shall not reverse engineer, decompile, disassemble, or attempt to derive proprietary source code, underlying ideas, algorithms, or structure of the Model.

   3.3 Unlawful Use: Licensee shall not use the Model or Derivatives for illegal, fraudulent, unauthorized, or unethical purposes or violate applicable laws and regulations.

   3.4 Ethical Use: Licensee agrees to ethical and responsible use of the Model and Derivatives, avoiding generation or distribution of misleading, discriminatory, defamatory, harmful, or infringing content.

4. Ownership

   4.1 Intellectual Property: All rights, title, and interest in the Model, including modifications, Derivatives, and documentation, remain exclusively with Licensor.

   4.2 Output: Licensor retains ownership of all rights, title, and interest in Output generated by the Model or Derivatives. Licensee may use Output solely for permitted research purposes. Licensee shall not commercially exploit or claim ownership of Output unless explicitly permitted under a separate commercial license agreement with Licensor.

   4.3 Attribution: Licensee must attribute Licensor, citing the Model's name and version, in any publications or presentations derived from using the Model.

5. No Warranty

   5.1 "As-Is" Basis: The Model, Derivatives, and Output are provided "as-is" and "as-available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, reliability, non-infringement, or warranties arising from usage or trade.

6. Limitation of Liability

   6.1 No Liability for Damages: Licensor shall not be liable for special, incidental, indirect, consequential, exemplary, or punitive damages arising from or connected to the use or inability to use the Model, Derivatives, or Output.

   6.2 Indemnification: Licensee agrees to indemnify and hold harmless Licensor from claims, liabilities, damages, losses, or expenses arising from Licensee's use or distribution of the Model, Derivatives, or Output.

7. Termination

   7.1 Termination by Licensor: Licensor reserves the right to terminate this Agreement at any time, with or without cause, immediately upon notice, particularly in case of breach of Agreement terms.

   7.2 Effect of Termination: Upon termination, Licensee must cease use and destroy all copies of the Model, Derivatives, and Output in its possession.

   7.3 Survival: Ownership, No Warranty, Limitation of Liability, and Termination sections survive termination.

8. Governing Law

   8.1 This Agreement shall be governed by and construed under the laws of the State of California, without regard to conflict of law principles.

9. Alterations

   9.1 Modifications: Licensor reserves the right to amend this Agreement at any time. Continued use of the Model constitutes acceptance of amendments.

   9.2 Entire Agreement: This Agreement constitutes the entire agreement between Licensee and Licensor regarding its subject matter, superseding all prior agreements or understandings.

By downloading, installing, or using the Trillion Labs AI Model, Licensee acknowledges that it has read, understood, and agrees to be bound by this Agreement.