LICENSE.txt

Databricks Open Model License

By using, reproducing, modifying, distributing, performing or displaying
any portion or element of DBRX or DBRX Derivatives, or otherwise accepting
the terms of this Agreement, you agree to be bound by this Agreement.

Version Release Date: March 27, 2024


Section 1: Definitions

“Agreement” means these terms and conditions that govern the use, reproduction,
modification, distribution, performance or display of DBRX and/or DBRX
Derivatives and any terms and conditions incorporated by reference.

“Databricks” or “we” means Databricks, Inc.

“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.

“DBRX Derivatives” means all (i) modifications to DBRX, (ii) works based on
DBRX and (iii) any other derivative works thereof. Outputs are not deemed DBRX
Derivatives.

“DBRX” means the foundational large language models and software and
algorithms, including machine-learning model code, trained model weights,
inference-enabling code, training-enabling code, fine-tuning enabling code,
documentation and other elements of the foregoing identified by Databricks at
https://github.com/databricks/dbrx, regardless of the source that you obtained
it from.

“Output” means the results of operating DBRX or DBRX Derivatives.

As used in this Agreement, “including” means “including without limitation.”


Section 2: License Rights and Conditions on Use and Distribution

2.1 Grant of Rights

You are granted a non-exclusive, worldwide, non-transferable and royalty-free
limited license under Databricks’ intellectual property or other rights owned
by Databricks embodied in DBRX to use, reproduce, distribute, copy, modify,
and create derivative works of DBRX in accordance with the terms of this
Agreement.

2.2 Reproduction and Distribution

	1. All distributions of DBRX or DBRX Derivatives must be accompanied by a
    "Notice" text file that contains the following notice: "DBRX is provided
    under and subject to the Databricks Open Model License, Copyright ©
    Databricks, Inc. All rights reserved."

	2. If you distribute or make DBRX or DBRX Derivatives available to a third
    party, you must provide a copy of this Agreement to such third party.

	3. You must cause any modified files that you distribute to carry prominent
    notices stating that you modified the files.

You may add your own intellectual property statement to your modifications of
DBRX and, except as set forth in this Section, may provide additional or
different terms and conditions for use, reproduction, or distribution of DBRX
or DBRX Derivatives as a whole, provided your use, reproduction, modification,
distribution, performance, and display of DBRX or DBRX Derivatives otherwise
complies with the terms and conditions of this Agreement. Any additional or
different terms and conditions you impose must not conflict with the terms of
this Agreement and in the event of a conflict, the terms and conditions of this
Agreement shall govern over any such additional or different terms and conditions.

2.3 Use Restrictions

You will not use DBRX or DBRX Derivatives or any Output to improve any other
large language model (excluding DBRX or DBRX Derivatives).

You will not use DBRX or DBRX Derivatives:

	1. for any restricted use set forth in the Databricks Open Model Acceptable
    Use Policy identified at
    https://www.databricks.com/legal/acceptable-use-policy-open-model
    ("Acceptable Use Policy"), which is hereby incorporated by reference into
    this Agreement; or

	2. in violation of applicable laws and regulations.

To the maximum extent permitted by law, Databricks reserves the right to
restrict (remotely or otherwise) usage of DBRX or DBRX Derivatives that
Databricks reasonably believes are in violation of this Agreement.


Section 3: Additional Commercial Terms

If, on the DBRX version release date, the monthly active users of the products
or services made available by or for Licensee, or Licensee’s affiliates, is
greater than 700 million monthly active users in the preceding calendar month,
you must request a license from Databricks, which we may grant to you in our
sole discretion, and you are not authorized to exercise any of the rights under
this Agreement unless or until Databricks otherwise expressly grants you such
rights.

If you receive DBRX or DBRX Derivatives from a direct or indirect licensee as
part of an integrated end user product, then this section (Section 3) of the
Agreement will not apply to you.


Section 4: Additional Provisions

4.1 Updates

Databricks may update DBRX from time to time, and you must make reasonable
efforts to use the latest version of DBRX.

4.2 Intellectual Property

a. No trademark licenses are granted under this Agreement, and in connection
with DBRX or DBRX Derivatives, neither Databricks nor Licensee may use any name
or mark owned by or associated with the other or any of its affiliates, except
as required for reasonable and customary use in describing and redistributing
DBRX or DBRX Derivatives.

b. Subject to Databricks’ ownership of DBRX and DRBX Derivatives made by or for
Databricks, with respect to any DBRX Derivatives that are made by you, as
between you and Databricks, you are and will be the owner of such DBRX
Derivatives.

c. Databricks claims no ownership rights in Outputs. You are responsible for
Outputs and their subsequent uses.

d. If you institute litigation or other proceedings against Databricks or any
entity (including a cross-claim or counterclaim in a lawsuit) alleging that
DBRX or Outputs or results therefrom, 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 Databricks from and against any claim by any
third party arising out of or related to your use or distribution of DBRX or
DBRX Derivatives.

4.3 DISCLAIMER OF WARRANTY

UNLESS REQUIRED BY APPLICABLE LAW, DBRX AND ANY OUTPUT AND RESULTS THEREFROM
ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR 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 DBRX OR DBRX DERIVATIVES AND ANY OUTPUT AND ASSUME ANY RISKS
ASSOCIATED WITH YOUR USE OF DBRX OR DBRX DERIVATIVES AND ANY OUTPUT AND RESULTS.

4.4 LIMITATION OF LIABILITY

IN NO EVENT WILL DATABRICKS 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 INDIRECT,
SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF
DATABRICKS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE
FOREGOING.

4.5 Term and Termination

The term of this Agreement will commence upon your acceptance of this Agreement
or access to DBRX or DBRX Derivatives and will continue in full force and
effect until terminated in accordance with the terms and conditions herein.
Databricks 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 DBRX or any DBRX Derivatives. Sections 1, 4.2(d), 4.3,
4.4, and 4.6 shall survive the termination of this Agreement.

4.6 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.