MODEL-LICENSE.md

                         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 legal@instadeep.com 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.