| # Sapiens2 License | |
| ## Definitions | |
| **"Agreement"** means the terms and conditions for use, reproduction, distribution and modification of the Sapiens Materials set forth herein. | |
| **"Sapiens Materials"** means, collectively, Documentation and the models, 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 Meta and made available under this Agreement. | |
| **"Documentation"** means the specifications, manuals and documentation accompanying Sapiens Materials distributed by Meta. | |
| **"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 legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf. | |
| **"Meta"** or **"we"** means Meta Platforms Ireland Limited (if you are located in or, if you are an entity, your principal place of business is in the EEA or Switzerland) or Meta Platforms, Inc. (if you are located outside of the EEA or Switzerland). | |
| **"Sanctions"** means any economic or trade sanctions or restrictions administered or enforced by the United States (including the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State and the U.S. Department of Commerce), the United Nations, the European Union, or the United Kingdom. | |
| **"Trade Controls"** means any of the following: Sanctions and applicable export and import controls. | |
| By clicking **"I Accept"** below or by using or distributing any portion or element of the Sapiens Materials, you agree to be bound by this Agreement. | |
| ## 1. License Rights and Redistribution | |
| **a. Grant of Rights.** You are granted a non-exclusive, worldwide, non-transferable and royalty-free limited license under Meta's intellectual property or other rights owned by Meta embodied in the Sapiens Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Sapiens Materials. | |
| **b. Redistribution and Use.** | |
| i. Distribution of Sapiens Materials, and any derivative works thereof, are subject to the terms of this Agreement. If you distribute or make the Sapiens Materials, or any derivative works thereof, available to a third party, you may only do so under the terms of this Agreement and you shall provide a copy of this Agreement with any such Sapiens Materials. | |
| ii. If you submit for publication the results of research you perform on, using, or otherwise in connection with Sapiens Materials, you must acknowledge the use of Sapiens Materials in your publication. | |
| iii. Your use of the Sapiens Materials must comply with applicable laws and regulations, including Trade Control Laws and applicable privacy, data protection and security laws, rules, regulations, directives, or governmental requirements including the General Data Privacy Regulation (Regulation (EU) 2016/679), the California Consumer Privacy Act, U.S. data security regulations set forth at 28 C.F.R. Part 202, the Lei Geral de Proteção de Dados, and any and all laws governing the processing of biometric information, as well as all amendments and successor laws to any of the foregoing. | |
| iv. Your use of the Sapiens Materials will not involve or encourage others to reverse engineer, decompile or discover the underlying components of the Sapiens Materials. | |
| v. You are not the target of Trade Controls and your use of Sapiens Materials must comply with Trade Controls. | |
| vi. Your use of the Sapiens Materials will not involve or encourage others to use for: | |
| - (i) for purposes of surveillance, including any research or development relating to surveillance; | |
| - (ii) for biometric processing; | |
| - (iii) in any manner that infringes, misappropriates, or otherwise violates any third-party rights; | |
| - (iv) for attempting to identify or re-identify any individual included in the Sapiens Materials; | |
| - (v) to create deepfakes, surveillance, or other misleading, deceptive, or inappropriate content including but not limited to impersonating any individual or facilitating false online engagement; | |
| - (vi) to collect, process, disclose, generate, or infer health, demographic, or other sensitive personal or private information about individuals without rights and consents required by applicable laws; | |
| - (vii) in a pornographic or defamatory manner; | |
| - (viii) to engage in the unauthorized or unlicensed practice of any profession including but not limited to financial, legal, medical/health, or related professional practices; or | |
| - (ix) to engage in, promote, incite, facilitate, or assist in the planning or development of any activities subject to the International Traffic in Arms Regulations (ITAR) or end uses prohibited by Trade Controls or any other activities that present a risk of death or bodily harm to individuals, including those related to military or warfare purposes, nuclear industries or applications, espionage, the development or use of guns or illegal weapons or illegal drugs, and the operation of critical infrastructure or machinery. | |
| **c.** If Meta reasonably believes, as determined by Meta in its sole discretion, that you are or are likely to be in violation of the terms of this Agreement, Meta or Meta's designee, at Meta's sole expense, may audit your use, storage, and distribution of the Sapiens Materials including, without limitation, any and all records and files associated with the Licensed Content and this Agreement. You hereby agree to cooperate with such an audit. Meta may also require You to delete all copies of the Sapiens Materials (in whole or in part) in Your possession and control. You will promptly comply with any and all such requests. Upon Meta's request, You shall provide Meta with written confirmation of Your compliance with such requirement. | |
| ## 2. User Support | |
| Your use of the Sapiens Materials is done at your own discretion; Meta does not process any information nor provide any service in relation to such use. Meta is under no obligation to provide any support services for the Sapiens Materials. Any support provided is "as is", "with all faults", and without warranty of any kind. | |
| ## 3. Disclaimer of Warranty | |
| UNLESS REQUIRED BY APPLICABLE LAW, THE SAPIENS MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND META DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE SAPIENS MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE SAPIENS MATERIALS AND ANY OUTPUT AND RESULTS. | |
| ## 4. Limitation of Liability | |
| IN NO EVENT WILL META 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 DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF META OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. | |
| ## 5. Intellectual Property | |
| **a.** Subject to Meta's ownership of Sapiens Materials and derivatives made by or for Meta, with respect to any derivative works and modifications of the Sapiens Materials that are made by you, as between you and Meta, you are and will be the owner of such derivative works and modifications. | |
| **b.** If you institute litigation or other proceedings against Meta or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Sapiens Materials, 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 Meta from and against any claim by any third party arising out of or related to your use or distribution of the Sapiens Materials. | |
| ## 6. Term and Termination | |
| The term of this Agreement will commence upon your acceptance of this Agreement or access to the Sapiens Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Meta 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 Sapiens Materials. Sections 3, 4 and 7 shall survive the termination of this Agreement. | |
| ## 7. Governing Law and Jurisdiction | |
| This Agreement will be governed and construed under the laws of the State of California 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 California shall have exclusive jurisdiction of any dispute arising out of this Agreement. | |
| ## 8. Modifications and Amendments | |
| Meta may modify this Agreement from time to time; provided that they are similar in spirit to the current version of the Agreement, but may differ in detail to address new problems or concerns. All such changes will be effective immediately. Your continued use of the Sapiens Materials after any modification to this Agreement constitutes your agreement to such modification. Except as provided in this Agreement, no modification or addition to any provision of this Agreement will be binding unless it is in writing and signed by an authorized representative of both you and Meta. | |