LICENSE

# MODEL LICENSE

Please read this Model License ("**License**") carefully before using the Licensed Models (as defined below), which are offered by Darween Bioscience SAS d/b/a Living Models ("**Licensor**"). References to "**You**" and "**Your**" in this License mean the individual entering into this License or the organization or entity on whose behalf such individual is entering into this License. If You are using and/or accessing the Licensed Models on behalf of an organization or entity, You represent and warrant that You are authorized to enter into this License on that organization or entity's behalf and bind it to the terms of this License.

By using and/or accessing the Licensed Models in any manner, You agree that You have read and understood, and You accept and agree to be bound by, the terms and conditions of this License. If You do not agree, You may not access, copy, download, run, fine-tune, evaluate, distribute, or otherwise use the Licensed Models. You are granted rights under this License in consideration of Your acceptance of these terms and conditions, and the Licensor grants You those rights in consideration of the benefits the Licensor receives from making the Licensed Models available under these terms and conditions.

## Section 1. Definitions

(a) "**Adapted Work**" means an AI model, checkpoint, adapter, any parameter efficient finetuning techniques (e.g., LoRA, IA3), quantized variant, fine-tuned version, wrapper, or other modified form of a Licensed Model that is created from or based upon a Licensed Model and remains dependent, in whole or in part, on the Licensed Model or its weights, parameters, architecture, or material outputs, or any other work, whether in source or object form, that is based on, derived from, or adapted from the Licensed Models.

(b) "**Commercial Purpose**" means any use primarily intended for, directed toward, or made in connection with commercial advantage, monetary compensation, revenue generation, fee-for-service work, internal business operations, product development, product enhancement, provision of services to third parties, marketing, customer support, or any other business activity. For clarity, any research or other use of the Licensed Models, any Adapted Work, or Output for or on behalf of a commercial enterprise, aimed at or intended to achieve commercial advantage, financial compensation, or to support the development of any product or service that will be sold, licensed, hosted, or otherwise made available for a fee or other consideration, is a Commercial Purpose unless the Licensor expressly agrees otherwise in writing.

(c) "**Distillation**" means any method of training, tuning, steering, optimizing, calibrating, ranking, compressing, extracting, or otherwise improving a model by using the Licensed Models, any Adapted Work, or any Output as a teacher, signal source, target, synthetic training corpus, preference dataset, evaluation oracle, or other source of information, where the purpose or effect is to replicate, approximate, emulate, substitute for, or materially reproduce any functionality, behavior, performance, or capability of the Licensed Models in another model.

(d) "**Licensed Models"** means the models, model weights, checkpoints, parameters, architectures, associated inference code, documentation, and related materials made available by Licensor to You pursuant to this License.

(e) "**Output**" means any output, result, inference, embedding, prediction, score, text, image, sequence, or other material that is elicited directly or indirectly by, or otherwise made available to You in connection with, Your use of the Licensed Models or any Adapted Work.

(f) "**Research Purpose**" means bona fide internal non-commercial research, academic study, scholarly publication, validation, benchmarking, evaluation, and related non-commercial scientific investigation. For the avoidance of doubt, Research Purpose excludes: (a) any Commercial Purpose; (b) the provision of Outputs or model access as a service; (c) product development for sale, license, or commercial deployment; and (d) any use intended to create a Similar Model.

(g) "**Similar Model**" means any model or system intended to perform substantially similar tasks, solve materially overlapping use cases, or serve as a substitute for all or a meaningful part of the Licensed Models.

## Section 2. License Grant.

Subject to the terms and conditions of this License, Licensor grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, revocable license to access and use the Licensed Models to:

(a) access, use, reproduce, run, and internally evaluate the Licensed Models, in whole or in part, solely for Research Purposes;

(b) produce, reproduce, run, and share Adapted Works solely for Research Purposes; and

(c) publish, share, and adapt Output generated by the Licensed Models and Adapted Works, in whole or in part, solely for Research Purposes, provided that You provide reasonable attribution to Licensor and the Licensed Models in accordance with this License.

For the avoidance of doubt, access to and use of the Licensed Models or any Adapted Work for any Commercial Purpose is subject to a separate written license. Please contact licensing@livingmodels.ai.

## Section 3. License Conditions and Restrictions.

(a) **Attribution** - If You share any Adapted Work, or any material excerpt of Output, You must retain or provide, in any reasonable manner suited to the medium and context: (a) the name of the Licensed Models; (b) the name of the Licensor; (c) any copyright notice supplied by the Licensor; (d) a notice that the material is made available under this License; (e) a notice that refers to the disclaimer of warranties; (f) a copy of, or link to, this License; and (g) a statement identifying any modifications You made.

(b) **Citation** - When You use the Licensed Models or Output in any academic publication, preprint, presentation, poster, or other publicly available scholarly work, You must cite the primary technical publication designated by the Licensor as the reference for the Licensed Models, as identified on the Licensed Models' official repository or documentation page. You must also include the following attribution notice in a reasonably prominent location: "This work uses the Botanic™ model developed by Living Models, available under the Botanic™ Model License."

(c) **Research Use Only** You may not use the Licensed Models, Adapted Works, or any Output for any purpose other than a Research Purpose, including any Commercial Purpose, unless expressly agreed by Licensor under a separate written license.

(d) **Non-Transferable License** You may not license, sublicense, sell, rent, lease, assign, transfer, distribute, or resell access to, or copies of, the Licensed Models, Adapted Works, or any Output.

(e) **No Distillation, Extraction, or Similar Model Training** - You may not use the Licensed Models, any Adapted Work, any Output, or any intermediate or auxiliary information derived from them to perform Distillation or to train, fine-tune, optimize, validate, rank, calibrate, compress, or otherwise improve any model other than a permitted Adapted Work created directly from the Licensed Models and used solely for a Research Purpose.

(f) **No Third-Party Commercial Derivative Model Enablement** - You may not use or provide access to any Output for the purpose of training, calibrating, improving, optimizing, or otherwise influencing the functionality or performance of any third-party derivative model that is commercial, intended for a Commercial Purpose, or is a Similar Model.

(g) **No Training Data Extraction** You may not probe, query, or otherwise interact with the Licensed Models in a manner designed to extract, reconstruct, or approximate the training data used to develop the Licensed Models.

(h) **No Circumvention** You shall not circumvent, or attempt to circumvent, any of the restrictions set forth in this License through indirect means, including but not limited to: (a) engaging a third party to perform any action that You are prohibited from performing; (b) using a series of intermediate steps or transformations designed to obscure the connection between the Licensed Models and any Adapted Work; (c) combining Output from the Licensed Models with other data in a manner primarily designed to evade the restrictions herein; or (d) removing, altering, or obscuring any license notices, metadata, or technical protection measures associated with the Licensed Models.

(i) **Compliance with Applicable Law** - You may not access or use the Licensed Models or Adapted Works to engage in, promote, or facilitate any illegal, harmful, or malicious activities, including generating or distributing content or Outputs that infringe, misappropriate, or violate the rights of any individual or entity, or that violate any applicable laws or regulations.

## Section 4. Ownership and Intellectual Property.

As between You and Licensor, and to the fullest extent permitted by applicable law, the Licensed Models, all intellectual property rights therein, and any Outputs remain the exclusive property of Licensor. Except for the limited rights expressly granted under this License, no right, title, or interest in or to the Licensed Models is granted, assigned, or transferred to You, whether by implication, estoppel, or otherwise. Subject to the terms of this License, You are granted a limited, non-exclusive license to publish, share, and adapt Output generated by the Licensed Models solely for Research Purposes. Licensor expressly reserves any right to collect license fees, royalties, or other compensation for any use of the Licensed Models, any Adapted Work, or any Output other than for a Research Purpose. Any use for a Commercial Purpose is prohibited unless and until You obtain a separate written commercial license from the Licensor. To negotiate commercial rights, You must contact the Licensor using the contact information supplied above or such other contact as the Licensor may designate in writing.

## Section 5. Trademarks.

The names "Living Models" and "Botanic" and any associated logos, symbols, trade dress, and design marks are trademarks or registered trademarks of the Licensor (collectively, the "**Marks**"). Nothing in this License grants You any right, title, or interest in the Marks. You may use the Marks solely to the extent strictly necessary for reasonable and customary attribution and citation as required by this License (for example, stating "Built using the Botanic™ model by Living Models" in academic publications or documentation). You shall not: (a) use the Marks in any manner that suggests endorsement, sponsorship, or affiliation with the Licensor without prior written consent; (b) register, or attempt to register, any trademark, service mark, domain name, trade name, or social media handle that is identical or confusingly similar to any of the Marks; or (c) use the Marks in connection with any product, service, or activity in a manner that could tarnish, dilute, or bring into disrepute the reputation or goodwill of the Licensor.

## Section 6. Term and Termination. 

The term of this License will commence upon Your acceptance of this License or access to the Licensed Models and will continue in full force and effect until terminated in accordance with the following provisions. Licensor may suspend or permanently remove Your access to the Licensed Models and terminate this License at any time, with or without cause, upon notice to You. You may terminate Your license to, and use of, the Licensed Models, as well as this License, at any time. Upon termination of this License, You shall immediately cease all use of the Licensed Models and any Adapted Works and delete or destroy all copies in Your possession or control. Upon request by Licensor, You shall certify such deletion or destruction in writing. All provisions of this License that by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, use restrictions (including restrictions on Output), warranty disclaimers, and limitations of liability.

## Section 7. Disclaimer of Warranties. 

UNLESS OTHERWISE SEPARATELY UNDERTAKEN BY LICENSOR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OFFERS THE LICENSED MODELS AS-IS AND AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE LICENSED MODELS OR ANY OUTPUT, 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.

## Section 8. Limitation of Liability. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 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 LICENSE OR YOUR USE OF THE LICENSED MODELS OR ANY OUTPUT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS, EXPENSES, OR DAMAGES.

## Section 9. General Provisions.

(a) **Interpretation** - For the avoidance of doubt, this License does not, and must not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Models that could lawfully be made without permission under this License.

(b) **Governing Law; Jurisdiction** - This License is made under the laws of France and the exclusive jurisdiction of the competent courts of Paris, France, in respect of any dispute or claim arising out of or relating to this License or its subject matter or formation.

(c) **Severability; Waiver** - If any provision of this License is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor in writing.

(d) **Entire Agreement** - This License states the entire public-license grant governing the Licensed Models unless the Licensor and You enter into a separate written agreement.