1. DEFINITIONS
1.1 In this License, the following terms shall have the
meanings set forth:
-
“Intellectual Property Rights” means all inventions,
innovations, improvements, developments, methods, patents,
rights to inventions, copyright and related rights, moral
rights, trademarks and service marks, trade names and
domain names, rights in industrial designs, drawings and
plans, rights in computer software or source code,
database rights, rights in confidential information
(including know-how and trade secrets) and any other
intellectual property rights, in each case whether
registrable, registered or unregistered and including all
applications (or rights to apply) for, and renewals or
extensions of, such rights and all similar or equivalent
rights or forms of protection which subsist or will
subsist now or in the future in any part of the world.
-
“Complementary Materials” means the source code and
scripts used to define, run, load, benchmark and/or
evaluate the Model, and prepare data for the purpose of
training, pretraining, fine-tuning and/or evaluation of
the Model, and any tutorials, operating manuals, user
guides and/or documentation that guide users in using,
operating, implementing and/or customising the Model.
-
"Derivative Materials" means all improvements,
modifications or derivative works to the Licensed Material
or any part thereof, which are created or developed by You
(either by Yourself or jointly with other third parties),
including any new model developed by transferring patterns
of weights, parameters, activations and/or Output from the
Model, such as through distillation methods or synthetic
data generation techniques.
-
“Distribution” (or “Distribute”) means any transmission,
publication, public performance, communication, sharing
and other methods of distribution of the Licensed
Materials, Derivative Materials and/or Output (as
applicable), including provision of the Licensed Materials
or any part thereof as a hosted service, which can be
accessible through electronic or other remote means,
including but not limited to API-based access or web
access.
-
“License” means the terms and conditions for use,
reproduction and distribution as set out in [Sections 1 to
8 and the annexes] of this License.
-
“Licensed Materials” means, collectively, the Model and/or
Complementary Materials Distributed made available by the
Licensor under this License. For avoidance of doubt, the
Licensed Materials do not include any data used for the
purpose of training, pretraining and/or evaluating the
Model.
-
“Model” means the machine-learning constructs and/or
assemblies licensed by the Licensor under this License,
including any checkpoints, learned weights, parameters
(including optimizer states) and the model architecture
(if applicable).
-
“Licensor” means the rights owner or entity authorised by
the rights owner that is granting the License.
-
“Output” means any informational content (including any
image, text, text effect, audio file and/or video file)
generated through operation of the Model and/or any new
model developed by transferring patterns of weights,
parameters, activations and/or Output from the Model.
-
“Open-Source Software” means any computer program owned by
a third party and distributed under a license approved by
the Open-Source Initiative.
-
"You" (or "Your") means you, or any other person or entity
(if you are entering into this license on behalf of such
person or entity and provided you have the legal authority
to bind such person or entity).
2. LICENSE RIGHTS
2.1 Grant of Rights to Licensed Materials
(a) Subject
to the terms and conditions of this License, the Licensor
hereby grants to You a non-exclusive, non-transferable,
non-sublicensable, irrevocable, royalty-free, worldwide
right and license (including the relevant copyrights and
patent rights) to:
(i) use, reproduce and Distribute the Licensed Materials;
and
(ii) use the Licensed Materials to create
Derivative Materials.
2.2 Grant of Rights to Derivative Materials
(a) All rights (including Intellectual Property Rights) in
any Derivative Materials shall automatically vest in and be
owned by the Licensor.
(i)In the event that any rights
in any Derivative Materials (or part thereof) are deemed not
to vest in the Licensor for any reason, You hereby
irrevocably and unconditionally agree to assign, transfer
and convey to Licensor all such rights in and to the
Derivative Materials.
(ii)If and to the extent that,
for whatever reason, the rights in any Derivative Materials
(or part thereof) cannot be assigned, transferred and/or
conveyed to the Licensor despite Your best endeavours to
ensure and procure the same, You hereby grant to Licensor a
perpetual, worldwide, irrevocable, exclusive (even as
against You), sub- licensable, transferable and license fee
/ royalty-free right and license to use such Derivative
Materials for any purposes without any obligation to
attribute such Derivative Material to You or obtain further
consent from You.
(b)The Licensor hereby grants to You
a non-exclusive, non-sublicensable, revocable, royalty-free,
worldwide right and license to use, reproduce and Distribute
the Derivative Materials. (c)Notwithstanding anything in
this License, the limited license and use rights to the
Licensed Materials and/or Derivative Materials provided
under this License are intended solely for personal,
educational and/or research purposes. You shall not use,
reproduce, Distribute and/or exploit the Licensed Materials
and/or Derivative Materials (as applicable) for any
commercial purpose, including the sale, licensing and/or
transfer of the Licensed Materials and/or Derivative
Materials for any financial gain or commercial advantage.
2.3 Restrictive Covenants
(a) You shall use,
reproduce, Distribute, modify and create derivative works of
the Licensed Materials, Derivative Materials (where
authorised under this License) and/or Output (where
authorised under this License) in compliance with:
(i)
all applicable laws.
(b) If You Distribute any of the
Licensed Materials and/or Derivative Materials (where
authorised to under this License) to a third party, You
shall:
(i)provide a copy of this License to such third
party;
(ii)in the case of Distributing Derivative
Materials, indicate as part of the Distribution, prominent
notices stating that You have modified the Licensed
Materials and the relevant date of such modification;
(iii)in the case of Distributing Licensed Materials,
retain as part of the Distribution, any existing copyright
notice, attribution notice, and/or any notice identifying
the authors of the Licensed Materials;
(iv)in the case
of Distributing Derivative Materials, retain as part of the
Distribution, any existing copyright notice, attribution
notice and/or any notice identifying the authors of the
Licensed Materials used to create the Derivative
Materials.
2.4 Output
(a) You acknowledge and
agree that You shall be solely responsible for reviewing the
Output before using or relying on it, and for any breaches
or violations of laws arising from Your use of the Output.
(b) Notwithstanding anything in this License, You
acknowledge and agree that You shall only use and permit any
Licensed Materials, Derivative Materials and/or Output to be
used solely for personal, educational and/or research
purposes. You shall not, and shall not permit any third
parties to use, reproduce, Distribute and/or exploit the
Licensed Materials, Derivative Materials and/or Output for
any commercial purpose, including the sale, licensing and/or
transfer of the Output for any financial gain or commercial
advantage.
2.5 Reservation of Rights
(a) Nothing
in this License shall be construed to be an assignment or
transfer of the Intellectual Property Rights in the Licensed
Materials to You. Other than the limited license and use
rights to the Licensed Materials provided under this
License, no other right or license is granted by the
Licensor to You, either express or implied, with respect to
any other trademark, trade name, service mark, databases,
database rights or other Intellectual Property Rights owned,
possessed or licensed by or to the Licensor.
(b)
Without prejudice to the generality of the foregoing, You
shall not refer to the Licensor or use the Licensor’s
trademarks, trade names, and service marks, for any
publicity, advertising or marketing purposes, without the
Licensor’s prior written consent.
3. DISCLAIMER.
3.1 To the maximum extent permissible under applicable law,
except as expressly and specifically provided in this
License, the Licensed Materials are provided on an “as is”
and “as available” basis without any representation,
warranty, condition, or term of any kind (whether express,
implied, statutory or otherwise), which are expressly
disclaimed by the Licensor.
3.2 Without prejudice to the generality of the foregoing,
the Licensor expressly disclaims all representations,
warranties and undertakings of any kind in relation to the
Licensed Materials, Derivative Materials and/or Output,
including without limitation to their merchantability,
satisfactory quality, fitness for a particular purpose,
title, non-infringement of third-party rights (including
Intellectual Property Rights), accuracy, correctness,
absence of error, reliability, timeliness, non-infringement
of or compliance with any laws, regulations and/or
third-party rights.
3.3 You are solely responsible for determining the
appropriateness of using, reproducing, Distributing,
modifying and creating derivative works of the Licensed
Materials and assume any risks associated with use of the
Licensed Materials, Derivative Materials and/or Output.
4. LIMITATION OF LIABILITY
4.1 To the maximum extent permissible under applicable law,
in no event shall the Licensor be liable to You or any other
persons for:
(a) any lost profits, revenue or
anticipated savings;
(b) any loss of goodwill or
damage to reputation;
(c) any loss or corruption of
data (including costs to recover the data); or
(d) any
incidental, indirect, special, exemplary, punitive, multiple
or consequential damages,
in any way arising out of or in connection with the Licensed
Materials, Derivative Materials and/or Output (including
Your use, reproduction, Distribution, modification or
creation of derivate works from the Licensed Materials
and/or Derivate Materials), whether on an action or claim in
contract, tort (including negligence), breach of statutory
duty or otherwise, even if the Licensor had been informed or
advised of the possibility thereof.
5. TERM AND TERMINATION
5.1 The term of this License will commence upon Your use,
reproduction, Distribution, modification and creation of
derivative works of the Licensed Materials and will continue
in full force and effect until terminated in accordance with
the terms and conditions under this License.,
5.2 The Licensor may terminate this License if: ,
(a)
You are in breach of any term and/or condition of this
License; and/or ,
(b) You commence any legal action
against the Licensor alleging that the Licensed Materials
and/or Derivative Materials infringe any Intellectual
Property Rights in the world.,
5.3 Upon termination of this License, You shall delete and
cease use of the Licensed Materials and Derivative Materials
(where applicable). Sections 3, 4 and 7 shall survive the
termination of this License.
6. THIRD-PARTY MATERIALS
6.1 You acknowledge and agree that the Licensed Materials
may use or embody rights (including Intellectual Property
Rights) of third parties (“Third-Party Materials”),
including Open-Source Software and other free-content works.
6.2 Without prejudice to the foregoing, You
acknowledge and agree that:
(a) the Licensor shall not
have any obligation to review any Third-Party Materials, and
shall not be responsible for such Third-Party Materials,
including their accuracy, completeness, timeliness,
currency, validity, copyright compliance, legality, decency
quality or any other aspect thereof;
(b) the Licensor
is not a party to any arrangement, transaction or
contractual relationship between You and any third party in
respect of the Third-Party Materials; and
(c) the
Licensor makes no representations or warranties whatsoever,
and shall not be liable for any damage, liabilities, losses
(including any loss of data or profits), or any other
consequences that You may incur arising out of or in
relation to Your use of Third-Party Materials.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1 Any legal action or proceeding arising out of or in
connection with this License may be initiated only in the
courts of the jurisdiction where the Licensor resides or
conducts its primary business, and this License will be
governed by the laws of that jurisdiction, excluding its
conflict-of-law rules.
8. MODIFICATION OF THIS LICENSE
8.1 This License is Copyright © 2024 National University of
Singapore. Permission is granted to copy, distribute, or
communicate this License without modification. Nothing in
this License permits You to modify this License as applied
to the Licensed Materials or to Derivative Materials.
However, You may modify the text of this License and copy,
distribute or communicate Your modified version and apply it
to other original works of authorship, provided that You
furnish a readable notice describing Your modifications to
this license.