| 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 [email protected] 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. | |