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DEEPFLOYD IF LICENSE AGREEMENT | |
This License Agreement (as may be amended in accordance with this License Agreement, “License”), | |
between you, or your employer or other entity (if you are entering into this agreement on behalf | |
of your employer or other entity) (“Licensee” or “you”) and Stability AI Ltd.. (“Stability AI” or “we”) | |
applies to your use of any computer program, algorithm, source code, object code, or software that is made | |
available by Stability AI under this License (“Software”) and any specifications, manuals, documentation, | |
and other written information provided by Stability AI related to the Software (“Documentation”). | |
By clicking “I Accept” below or by using the Software, you agree to the terms of this License. | |
If you do not agree to this License, then you do not have any rights to use the Software or | |
Documentation (collectively, the “Software Products”), and you must immediately cease using | |
the Software Products. If you are agreeing to be bound by the terms of this License on behalf | |
of your employer or other entity, you represent and warrant to Stability AI that you have full legal | |
authority to bind your employer or such entity to this License. If you do not have the requisite authority, | |
you may not accept the License or access the Software Products on behalf of your employer or other entity. | |
1. LICENSE GRANT | |
a. Subject to your compliance with the Documentation and Sections 2, 3, and 5, Stability AI grants | |
you a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable, royalty free and limited | |
license under Stability AI’s copyright interests to reproduce, distribute, and create derivative works of | |
the Software solely for your non-commercial research purposes. The foregoing license is personal to you, | |
and you may not assign or sublicense this License or any other rights or obligations under this License | |
without Stability AI’s prior written consent; any such assignment or sublicense will be void and will | |
automatically and immediately terminate this License. | |
b. You may make a reasonable number of copies of the Documentation solely for use in connection with | |
the license to the Software granted above. | |
c. The grant of rights expressly set forth in this Section 1 (License Grant) are the complete | |
grant of rights to you in the Software Products, and no other licenses are granted, whether by waiver, | |
estoppel, implication, equity or otherwise. Stability AI and its licensors reserve all rights | |
not expressly granted by this License. | |
2. RESTRICTIONS | |
You will not, and will not permit, assist or cause any third party to: | |
a. use, modify, copy, reproduce, create derivative works of, or distribute the Software Products | |
(or any derivative works thereof, works incorporating the Software Products, or any data produced | |
by the Software), in whole or in part, for (i) any commercial or production purposes, | |
(ii) military purposes or in the service of nuclear technology, (iii) purposes of surveillance, | |
including any research or development relating to surveillance, (iv) biometric processing, | |
(v) in any manner that infringes, misappropriates, or otherwise violates any third-party rights, | |
or (vi) in any manner that violates any applicable law and violating any privacy or security laws, | |
rules, regulations, directives, or governmental requirements (including the General Data Privacy | |
Regulation (Regulation (EU) 2016/679), the California Consumer Privacy Act, and any and all laws | |
governing the processing of biometric information), as well as all amendments and successor laws | |
to any of the foregoing; | |
b. alter or remove copyright and other proprietary notices which appear on or in the Software Products; | |
c. utilize any equipment, device, software, or other means to circumvent or remove any security or | |
protection used by Stability AI in connection with the Software, or to circumvent or remove any | |
usage restrictions, or to enable functionality disabled by Stability AI; or | |
d. offer or impose any terms on the Software Products that alter, restrict, or are inconsistent | |
with the terms of this License. | |
e. 1) violate any applicable U.S. and non-U.S. export control and trade sanctions laws | |
(“Export Laws”); 2) directly or indirectly export, re-export, provide, or otherwise | |
transfer Software Products: (a) to any individual, entity, or country prohibited by Export Laws; (b) | |
to anyone on U.S. or non-U.S. government restricted parties lists; or (c) for any purpose prohibited | |
by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications; | |
3) use or download Software Products if you or they are: (a) located in a comprehensively sanctioned | |
jurisdiction, (b) currently listed on any U.S. or non-U.S. restricted parties list, or (c) for any | |
purpose prohibited by Export Laws; and (4) will not disguise your location through IP proxying or other methods. | |
3. ATTRIBUTION | |
Together with any copies of the Software Products (as well as derivative works thereof or works | |
incorporating the Software Products) that you distribute, you must provide (i) a copy of this License, | |
and (ii) the following attribution notice: “DeepFloyd is licensed under the DeepFloyd License, | |
Copyright (c) Stability AI Ltd. All Rights Reserved.” | |
4. DISCLAIMERS | |
THE SOFTWARE PRODUCTS ARE PROVIDED “AS IS” and “WITH ALL FAULTS” WITH NO WARRANTY OF ANY KIND, | |
EXPRESS OR IMPLIED. STABILITY AIEXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, | |
WHETHER BY STATUTE, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTERS RELATED TO THE SOFTWARE PRODUCTS, | |
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, | |
TITLE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT. STABILITY AI MAKES NO WARRANTIES OR REPRESENTATIONS | |
THAT THE SOFTWARE PRODUCTS WILL BE ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, | |
OR PRODUCE ANY PARTICULAR RESULTS. | |
5. LIMITATION OF LIABILITY | |
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL STABILITY AI BE LIABLE TO YOU (A) UNDER | |
ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, | |
OR OTHERWISE UNDER THIS LICENSE, OR (B) FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, | |
PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF STABILITY AI HAS BEEN ADVISED OF THE POSSIBILITY | |
OF SUCH DAMAGES. THE SOFTWARE PRODUCTS, THEIR CONSTITUENT COMPONENTS, AND ANY OUTPUT | |
(COLLECTIVELY, “SOFTWARE MATERIALS”) ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION OR | |
SITUATION WHERE FAILURE OR FAULT OF THE SOFTWARE MATERIALS COULD REASONABLY BE ANTICIPATED TO LEAD | |
TO SERIOUS INJURY OF ANY PERSON, INCLUDING POTENTIAL DISCRIMINATION OR VIOLATION OF AN INDIVIDUAL’S | |
PRIVACY RIGHTS, OR TO SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE (EACH, A “HIGH-RISK USE”). | |
IF YOU ELECT TO USE ANY OF THE SOFTWARE MATERIALS FOR A HIGH-RISK USE, YOU DO SO AT YOUR OWN RISK. | |
YOU AGREE TO DESIGN AND IMPLEMENT APPROPRIATE DECISION-MAKING AND RISK-MITIGATION PROCEDURES AND | |
POLICIES IN CONNECTION WITH A HIGH-RISK USE SUCH THAT EVEN IF THERE IS A FAILURE OR FAULT IN ANY | |
OF THE SOFTWARE MATERIALS, THE SAFETY OF PERSONS OR PROPERTY AFFECTED BY THE ACTIVITY STAYS AT A LEVEL | |
THAT IS REASONABLE, APPROPRIATE, AND LAWFUL FOR THE FIELD OF THE HIGH-RISK USE. | |
6. INDEMNIFICATION | |
You will indemnify, defend and hold harmless Stability AI and our subsidiaries and affiliates, | |
and each of our respective shareholders, directors, officers, employees, agents, successors, | |
and assigns (collectively, the “Stability AI Parties”) from and against any losses, liabilities, | |
damages, fines, penalties, and expenses (including reasonable attorneys’ fees) incurred by any | |
Stability AI Party in connection with any claim, demand, allegation, lawsuit, proceeding, or | |
investigation (collectively, “Claims”) arising out of or related to: (a) your access to or | |
use of the Software Products (as well as any results or data generated from such access or use), | |
including any High-Risk Use (defined below); (b) your violation of this License; or (c) | |
your violation, misappropriation or infringement of any rights of another (including intellectual | |
property or other proprietary rights and privacy rights). You will promptly notify the Stability AI | |
Parties of any such Claims, and cooperate with Stability AI Parties in defending such Claims. | |
You will also grant the Stability AI Parties sole control of the defense or settlement, | |
at Stability AI’s sole option, of any Claims. This indemnity is in addition to, and not in lieu of, | |
any other indemnities or remedies set forth in a written agreement between you and | |
Stability AI or the other Stability AI Parties. | |
7. TERMINATION; SURVIVAL | |
a. This License will automatically terminate upon any breach by you of the terms of this License. | |
b. We may terminate this License, in whole or in part, at any time upon notice (including electronic) to you. | |
c. The following sections survive termination of this License: 2 (Restrictions), 3 (Attribution), | |
4 (Disclaimers), 5 (Limitation on Liability), 6 (Indemnification) 7 (Termination; Survival), | |
8 (Third Party Materials), 9 (Trademarks), 10 (Applicable Law; Dispute Resolution), and 11 (Miscellaneous). | |
8. THIRD PARTY MATERIALS | |
The Software Products may contain third-party software or other components (including free and | |
open source software) (all of the foregoing, “Third Party Materials”), which are subject to | |
the license terms of the respective third-party licensors. Your dealings or correspondence | |
with third parties and your use of or interaction with any Third Party Materials are solely | |
between you and the third party. Stability AI does not control or endorse, and makes | |
no representations or warranties regarding, any Third Party Materials, and your access | |
to and use of such Third Party Materials are at your own risk. | |
9. TRADEMARKS | |
Licensee has not been granted any trademark license as part of this License and may not use any name | |
or mark associated with Stability AI without the prior written permission of Stability AI, except to | |
the extent necessary to make the reference required by the “ATTRIBUTION” section of this Agreement. | |
10. APPLICABLE LAW; DISPUTE RESOLUTION | |
This License will be governed and construed under the laws of the State of California without regard | |
to conflicts of law provisions. Any suit or proceeding arising out of or relating to this License | |
will be brought in the federal or state courts, as applicable, in San Mateo County, California, | |
and each party irrevocably submits to the jurisdiction and venue of such courts. | |
11. MISCELLANEOUS | |
If any provision or part of a provision of this License is unlawful, void or unenforceable, | |
that provision or part of the provision is deemed severed from this License, and will not affect | |
the validity and enforceability of any remaining provisions. The failure of Stability AI to exercise | |
or enforce any right or provision of this License will not operate as a waiver of such right or provision. | |
This License does not confer any third-party beneficiary rights upon any other person or entity. | |
This License, together with the Documentation, contains the entire understanding between you and | |
Stability AI regarding the subject matter of this License, and supersedes all other written or | |
oral agreements and understandings between you and Stability AI regarding such subject matter. | |
No change or addition to any provision of this License will be binding unless it is in writing and | |
signed by an authorized representative of both you and Stability AI. | |