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+ EXAONE AI Model License Agreement 1.2 - NC
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+
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+ This License Agreement (“Agreement”) is entered into between you (“Licensee”) and LG Management Development
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+ Institute Co., Ltd. (“Licensor”), governing the use of the EXAONE AI Model (“Model”). By downloading,
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+ installing, copying, or using the Model, you agree to comply with and be bound by the terms of this Agreement.
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+ If you do not agree to all the terms, you must not download, install, copy, or use the Model. This Agreement
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+ constitutes a binding legal agreement between the Licensee and Licensor.
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+
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+ 1. Definitions
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+ 1.1 Model: The artificial intelligence model provided by Licensor, which includes any software,
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+ algorithms, machine learning models, or related components supplied by Licensor. This definition extends
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+ to encompass all updates, enhancements, improvements, bug fixes, patches, or other modifications that may
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+ be provided by Licensor from time to time, whether automatically or manually implemented.
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+ 1.2 Derivatives: Any modifications, alterations, enhancements, improvements, adaptations, or derivative
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+ works of the Model created by Licensee or any third party. This includes changes made to the Model's
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+ architecture, parameters, data processing methods, or any other aspect of the Model that results in a
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+ modification of its functionality or output.
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+ 1.3 Output: Any data, results, content, predictions, analyses, insights, or other materials generated by
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+ the Model or Derivatives, regardless of whether they are in their original form or have been further
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+ processed or modified by the Licensee. This includes, but is not limited to, textual or numerical produced
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+ directly or indirectly through the use of the Model.
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+ 1.4 Licensor: LG Management Development Institute Co., Ltd., the owner, developer, and provider of the
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+ EXAONE AI Model. The Licensor holds all rights, title, and interest in the Model and is responsible for
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+ granting licenses to use the Model under the terms specified in this Agreement.
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+ 1.5 Licensee: The individual, organization, corporation, academic institution, government agency, or other
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+ entity using or intending to use the Model under the terms and conditions of this Agreement. The Licensee
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+ is responsible for ensuring compliance with the Agreement by all authorized users who access or utilize
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+ the Model on behalf of the Licensee.
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+
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+ 2. License Grant
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+ 2.1 Grant of License: Subject to the terms and conditions outlined in this Agreement, the Licensor hereby
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+ grants the Licensee a limited, non-exclusive, non-transferable, worldwide, and revocable license to:
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+ a. Access, download, install, and use the Model solely for research and educational purposes. This
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+ includes evaluation, testing, academic research, experimentation, learning, teaching, training and
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+ participation in competitions, provided that such participation is in a non-commercial context.
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+ Notwithstanding Section 3.1, the Licensee may only provide the Model or Derivatives for a competition
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+ if no commercial license is granted to the competition organizer or any third party.
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+ b. Publicly disclose research results and findings derived from the use of the Model or Derivatives,
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+ including publishing papers or presentations.
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+ c. Modify the Model and create Derivatives based on the Model, provided that such modifications and
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+ Derivatives are used exclusively for research and educational purposes. The Licensee may conduct
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+ experiments, perform analyses, and apply custom modifications to the Model to explore its capabilities
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+ and performance under various scenarios. If the Model is modified, the modified Model must include
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+ "EXAONE" at the beginning of its name.
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+ d. Distribute the Model and Derivatives in each case with a copy of this Agreement.
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+ 2.2 Scope of License: The license granted herein does not authorize the Licensee to use the Model for any
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+ purpose not explicitly permitted under this Agreement. Any use beyond the scope of this license, including
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+ any commercial application or external distribution, is strictly prohibited unless explicitly agreed upon
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+ in writing by the Licensor.
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+
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+ 3. Restrictions
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+ 3.1 Commercial Use: The Licensee is expressly prohibited from using the Model, Derivatives, or Output for
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+ any commercial purposes, including but not limited to, developing or deploying products, services, or
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+ applications that generate revenue, whether directly or indirectly. Any commercial exploitation of the
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+ Model or its derivatives requires a separate commercial license agreement with the Licensor. Furthermore,
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+ the Licensee shall not use the Model, Derivatives or Output to develop or improve any models that compete
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+ with the Licensor’s models.
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+ 3.2 Reverse Engineering: The Licensee shall not decompile, disassemble, reverse engineer, or attempt to
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+ derive the source code, underlying ideas, algorithms, or structure of the Model, except to the extent that
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+ such activities are expressly permitted by applicable law. Any attempt to bypass or circumvent
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+ technological protection measures applied to the Model is strictly prohibited.
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+ 3.3 Unlawful Use: The Licensee shall not use the Model and Derivatives for any illegal, fraudulent, or
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+ unauthorized activities, nor for any purpose that violates applicable laws or regulations. This includes
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+ but is not limited to the creation, distribution, or dissemination of malicious, deceptive, or unlawful
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+ content.
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+ 3.4 Ethical Use: The Licensee shall ensure that the Model or Derivatives is used in an ethical and
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+ responsible manner, adhering to the following guidelines:
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+ a. The Model and Derivatives shall not be used to generate, propagate, or amplify false, misleading,
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+ or harmful information, including fake news, misinformation, or disinformation.
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+ b. The Model and Derivatives shall not be employed to create, distribute, or promote content that is
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+ discriminatory, harassing, defamatory, abusive, or otherwise offensive to individuals or groups based
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+ on race, gender, sexual orientation, religion, nationality, or other protected characteristics.
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+ c. The Model and Derivatives shall not infringe on the rights of others, including intellectual property
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+ rights, privacy rights, or any other rights recognized by law. The Licensee shall obtain all necessary
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+ permissions and consents before using the Model and Derivatives in a manner that may impact the rights
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+ of third parties.
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+ d. The Model and Derivatives shall not be used in a way that causes harm, whether physical, mental,
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+ emotional, or financial, to individuals, organizations, or communities. The Licensee shall take all
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+ reasonable measures to prevent misuse or abuse of the Model and Derivatives that could result in harm
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+ or injury.
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+
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+ 4. Ownership
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+ 4.1 Intellectual Property: All rights, title, and interest in and to the Model, including any
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+ modifications, Derivatives, and associated documentation, are and shall remain the exclusive property of
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+ the Licensor. The Licensee acknowledges that this Agreement does not transfer any ownership rights to the
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+ Licensee. All trademarks, service marks, and logos associated with the Model are the property of the
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+ Licensor.
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+ 4.2 Output: Licensor claims no rights in Output. Licensee is solely responsible for the Output and its use.
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+ 4.3 Attribution: In any publication or presentation of results obtained using the Model, the Licensee
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+ shall provide appropriate attribution to the Licensor, citing the Model's name and version, along with any
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+ relevant documentation or references specified by the Licensor.
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+
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+ 5. No Warranty
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+ 5.1 “As-Is” Basis: The Model, Derivatives, and Output are provided on an “as-is” and “as-available” basis,
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+ without any warranties or representations of any kind, whether express, implied, or statutory. The Licensor
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+ disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for
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+ a particular purpose, accuracy, reliability, non-infringement, or any warranty arising from the course of
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+ dealing or usage of trade.
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+ 5.2 Performance and Reliability: The Licensor does not warrant or guarantee that the Model, Derivatives or
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+ Output will meet the Licensee’s requirements, that the operation of the Model, Derivatives or Output will
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+ be uninterrupted or error-free, or that defects in the Model will be corrected. The Licensee acknowledges
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+ that the use of the Model, Derivatives or Output is at its own risk and that the Model, Derivatives or
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+ Output may contain bugs, errors, or other limitations.
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+ 5.3 No Endorsement: The Licensor does not endorse, approve, or certify any results, conclusions, or
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+ recommendations derived from the use of the Model. The Licensee is solely responsible for evaluating the
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+ accuracy, reliability, and suitability of the Model for its intended purposes.
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+
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+ 6. Limitation of Liability
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+ 6.1 No Liability for Damages: To the fullest extent permitted by applicable law, in no event shall the
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+ Licensor be liable for any special, incidental, indirect, consequential, exemplary, or punitive damages,
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+ including but not limited to, damages for loss of business profits, business interruption, loss of business
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+ information, loss of data, or any other pecuniary or non-pecuniary loss arising out of or in connection with
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+ the use or inability to use the Model, Derivatives or any Output, even if the Licensor has been advised of
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+ the possibility of such damages.
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+ 6.2 Indemnification: The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its
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+ affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages,
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+ losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the
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+ Licensee's use of the Model, any Derivatives, or any Output, including any violation of this Agreement or
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+ applicable laws.
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+
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+ 7. Termination
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+ 7.1 Termination by Licensor: The Licensor reserves the right to terminate this Agreement and revoke the
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+ Licensee’s rights to use the Model at any time, with or without cause, and without prior notice if the
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+ Licensee breaches any of the terms or conditions of this Agreement. Termination shall be effective
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+ immediately upon notice.
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+ 7.2 Effect of Termination: Upon termination of this Agreement, the Licensee must immediately cease all use
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+ of the Model and Derivatives and destroy all copies of the Model and Derivatives in its possession or
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+ control, including any backup or archival copies. The Licensee shall certify in writing to the Licensor that
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+ such destruction has been completed.
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+ 7.3 Survival: The provisions of this Agreement that by their nature should survive termination, including
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+ but not limited to, Sections 4 (Ownership), 5 (No Warranty), 6 (Limitation of Liability), and this Section 7
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+ (Termination), shall continue to apply after termination.
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+
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+ 8. Governing Law
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+ 8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the
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+ Republic of Korea, without regard to its conflict of laws principles.
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+ 8.2 Arbitration: Any disputes, controversies, or claims arising out of or relating to this Agreement,
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+ including its existence, validity, interpretation, performance, breach, or termination, shall be referred
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+ to and finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB) in
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+ accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board in force at
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+ the time of the commencement of the arbitration. The seat of arbitration shall be Seoul, Republic of Korea.
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+ The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
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+
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+ 9. Alterations
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+ 9.1 Modifications: The Licensor reserves the right to modify or amend this Agreement at any time, in its
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+ sole discretion. Any modifications will be effective upon posting the updated Agreement on the Licensor’s
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+ website or through other means of communication. The Licensee is responsible for reviewing the Agreement
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+ periodically for changes. Continued use of the Model after any modifications have been made constitutes
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+ acceptance of the revised Agreement.
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+ 9.2 Entire Agreement: This Agreement constitutes the entire agreement between the Licensee and Licensor
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+ concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements,
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+ representations, or understandings. Any terms or conditions of any purchase order or other document
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+ submitted by the Licensee in connection with the Model that are in addition to, different from, or
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+ inconsistent with the terms and conditions of this Agreement are not binding on the Licensor and are void.
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+
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+ By downloading, installing, or using the EXAONE AI Model, the Licensee acknowledges that it has read,
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+ understood, and agrees to be bound by the terms and conditions of this Agreement.