LICENSE

EXAONE AI Model License Agreement 1.2 - NC

This License Agreement (“Agreement”) is entered into between you (“Licensee”) and LG Management Development
Institute Co., Ltd. (“Licensor”), governing the use of the EXAONE AI Model (“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. This Agreement
constitutes a binding legal agreement between the Licensee and Licensor.

1. Definitions
    1.1 Model: The artificial intelligence model provided by Licensor, which includes any software,
    algorithms, machine learning models, or related components supplied by Licensor. This definition extends
    to encompass all updates, enhancements, improvements, bug fixes, patches, or other modifications that may
    be provided by Licensor from time to time, whether automatically or manually implemented.
    1.2 Derivatives: Any modifications, alterations, enhancements, improvements, adaptations, or derivative
    works of the Model created by Licensee or any third party. This includes changes made to the Model's
    architecture, parameters, data processing methods, or any other aspect of the Model that results in a
    modification of its functionality or output.
    1.3 Output: Any data, results, content, predictions, analyses, insights, or other materials generated by
    the Model or Derivatives, regardless of whether they are in their original form or have been further
    processed or modified by the Licensee. This includes, but is not limited to, textual or numerical produced
    directly or indirectly through the use of the Model.
    1.4 Licensor: LG Management Development Institute Co., Ltd., the owner, developer, and provider of the
    EXAONE AI Model. The Licensor holds all rights, title, and interest in the Model and is responsible for
    granting licenses to use the Model under the terms specified in this Agreement.
    1.5 Licensee: The individual, organization, corporation, academic institution, government agency, or other
    entity using or intending to use the Model under the terms and conditions of this Agreement. The Licensee
    is responsible for ensuring compliance with the Agreement by all authorized users who access or utilize
    the Model on behalf of the Licensee.

2. License Grant
    2.1 Grant of License: Subject to the terms and conditions outlined in this Agreement, the Licensor hereby
    grants the Licensee a limited, non-exclusive, non-transferable, worldwide, and revocable license to:
        a. Access, download, install, and use the Model solely for research and educational purposes. This 
        includes evaluation, testing, academic research, experimentation, learning, teaching, training and 
        participation in competitions, provided that such participation is in a non-commercial context. 
        Notwithstanding Section 3.1, the Licensee may only provide the Model or Derivatives for a competition 
        if no commercial license is granted to the competition organizer or any third party. 
        b. Publicly disclose research results and findings derived from the use of the Model or Derivatives,
        including publishing papers or presentations.
        c. Modify the Model and create Derivatives based on the Model, provided that such modifications and
        Derivatives are used exclusively for research and educational purposes. The Licensee may conduct 
        experiments, perform analyses, and apply custom modifications to the Model to explore its capabilities
        and performance under various scenarios. If the Model is modified, the modified Model must include 
        "EXAONE" at the beginning of its name.
        d. Distribute the Model and Derivatives in each case with a copy of this Agreement.
    2.2 Scope of License: The license granted herein does not authorize the Licensee to use the Model for any
    purpose not explicitly permitted under this Agreement. Any use beyond the scope of this license, including
    any commercial application or external distribution, is strictly prohibited unless explicitly agreed upon
    in writing by the Licensor.

3. Restrictions
    3.1 Commercial Use: The Licensee is expressly prohibited from using the Model, Derivatives, or Output for
    any commercial purposes, including but not limited to, developing or deploying products, services, or
    applications that generate revenue, whether directly or indirectly. Any commercial exploitation of the
    Model or its derivatives requires a separate commercial license agreement with the Licensor. Furthermore,
    the Licensee shall not use the Model, Derivatives or Output to develop or improve any models that compete
    with the Licensor’s models.
    3.2 Reverse Engineering: The Licensee shall not decompile, disassemble, reverse engineer, or attempt to
    derive the source code, underlying ideas, algorithms, or structure of the Model, except to the extent that
    such activities are expressly permitted by applicable law. Any attempt to bypass or circumvent
    technological protection measures applied to the Model is strictly prohibited.
    3.3 Unlawful Use: The Licensee shall not use the Model and Derivatives for any illegal, fraudulent, or
    unauthorized activities, nor for any purpose that violates applicable laws or regulations. This includes
    but is not limited to the creation, distribution, or dissemination of malicious, deceptive, or unlawful
    content.
    3.4 Ethical Use: The Licensee shall ensure that the Model or Derivatives is used in an ethical and
    responsible manner, adhering to the following guidelines:
        a. The Model and Derivatives shall not be used to generate, propagate, or amplify false, misleading,
        or harmful information, including fake news, misinformation, or disinformation.
        b. The Model and Derivatives shall not be employed to create, distribute, or promote content that is
        discriminatory, harassing, defamatory, abusive, or otherwise offensive to individuals or groups based
        on race, gender, sexual orientation, religion, nationality, or other protected characteristics.
        c. The Model and Derivatives shall not infringe on the rights of others, including intellectual property
        rights, privacy rights, or any other rights recognized by law. The Licensee shall obtain all necessary
        permissions and consents before using the Model and Derivatives in a manner that may impact the rights
        of third parties.
        d. The Model and Derivatives shall not be used in a way that causes harm, whether physical, mental,
        emotional, or financial, to individuals, organizations, or communities. The Licensee shall take all
        reasonable measures to prevent misuse or abuse of the Model and Derivatives that could result in harm
        or injury.

4. Ownership
    4.1 Intellectual Property: All rights, title, and interest in and to the Model, including any
    modifications, Derivatives, and associated documentation, are and shall remain the exclusive property of
    the Licensor. The Licensee acknowledges that this Agreement does not transfer any ownership rights to the
    Licensee. All trademarks, service marks, and logos associated with the Model are the property of the
    Licensor.
    4.2 Output: Licensor claims no rights in Output. Licensee is solely responsible for the Output and its use.
    4.3 Attribution: In any publication or presentation of results obtained using the Model, the Licensee
    shall provide appropriate attribution to the Licensor, citing the Model's name and version, along with any
    relevant documentation or references specified by the Licensor.

5. No Warranty
    5.1 “As-Is” Basis: The Model, Derivatives, and Output are provided on an “as-is” and “as-available” basis,
    without any warranties or representations of any kind, whether express, implied, or statutory. The Licensor
    disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for
    a particular purpose, accuracy, reliability, non-infringement, or any warranty arising from the course of 
    dealing or usage of trade.
    5.2 Performance and Reliability: The Licensor does not warrant or guarantee that the Model, Derivatives or
    Output will meet the Licensee’s requirements, that the operation of the Model, Derivatives or Output will
    be uninterrupted or error-free, or that defects in the Model will be corrected. The Licensee acknowledges
    that the use of the Model, Derivatives or Output is at its own risk and that the Model, Derivatives or
    Output may contain bugs, errors, or other limitations.
    5.3 No Endorsement: The Licensor does not endorse, approve, or certify any results, conclusions, or
    recommendations derived from the use of the Model. The Licensee is solely responsible for evaluating the
    accuracy, reliability, and suitability of the Model for its intended purposes.

6. Limitation of Liability
    6.1 No Liability for Damages: To the fullest extent permitted by applicable law, in no event shall the
    Licensor be liable for any special, incidental, indirect, consequential, exemplary, or punitive damages,
    including but not limited to, damages for loss of business profits, business interruption, loss of business
    information, loss of data, or any other pecuniary or non-pecuniary loss arising out of or in connection with
    the use or inability to use the Model, Derivatives or any Output, even if the Licensor has been advised of
    the possibility of such damages.
    6.2 Indemnification: The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its
    affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages,
    losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the
    Licensee's use of the Model, any Derivatives, or any Output, including any violation of this Agreement or
    applicable laws.

7. Termination
    7.1 Termination by Licensor: The Licensor reserves the right to terminate this Agreement and revoke the
    Licensee’s rights to use the Model at any time, with or without cause, and without prior notice if the
    Licensee breaches any of the terms or conditions of this Agreement. Termination shall be effective
    immediately upon notice.
    7.2 Effect of Termination: Upon termination of this Agreement, the Licensee must immediately cease all use
    of the Model and Derivatives and destroy all copies of the Model and Derivatives in its possession or
    control, including any backup or archival copies. The Licensee shall certify in writing to the Licensor that
    such destruction has been completed.
    7.3 Survival: The provisions of this Agreement that by their nature should survive termination, including
    but not limited to, Sections 4 (Ownership), 5 (No Warranty), 6 (Limitation of Liability), and this Section 7
    (Termination), shall continue to apply after termination.

8. Governing Law
    8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the
    Republic of Korea, without regard to its conflict of laws principles.
    8.2 Arbitration: Any disputes, controversies, or claims arising out of or relating to this Agreement,
    including its existence, validity, interpretation, performance, breach, or termination, shall be referred
    to and finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB) in
    accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board in force at
    the time of the commencement of the arbitration. The seat of arbitration shall be Seoul, Republic of Korea.
    The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

9. Alterations
    9.1 Modifications: The Licensor reserves the right to modify or amend this Agreement at any time, in its
    sole discretion. Any modifications will be effective upon posting the updated Agreement on the Licensor’s
    website or through other means of communication. The Licensee is responsible for reviewing the Agreement
    periodically for changes. Continued use of the Model after any modifications have been made constitutes
    acceptance of the revised Agreement.
    9.2 Entire Agreement: This Agreement constitutes the entire agreement between the Licensee and Licensor
    concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements,
    representations, or understandings. Any terms or conditions of any purchase order or other document
    submitted by the Licensee in connection with the Model that are in addition to, different from, or
    inconsistent with the terms and conditions of this Agreement are not binding on the Licensor and are void.

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