LICENSE

GENERAL TERMS AND CONDITIONS

- Model License Terms -

Commercial License

1. SERVICES, PRICES AND PAYMENT

    1.1 The Customer pays an annual license fee for a set number of (re-trainings), in each case as indicated in the check-out process, of the selected Base Model using Customer Data (“License Fee”).

    1.2 The License Fee is due annually. If the Customer defects on payment of the License Fee for the Commercial License, the Commercial License is terminated and downgraded to the R&D License.

    1.3 The License Fee shall be due for payment in advance. The Customer shall only be permitted to set off against payment claims of Distil Labs if the Customer’s claims are undisputed or have become res judicata.

2. MODEL LICENSE: COMMERCIAL LICENSE

    2.1 Subject to Customer’s payment of the annual license fee, Distil Labs grants to Customer the Model License (as defined below). For clarification, Distil Labs retains any other rights in its software or know-how, in particular in the codebase needed for the fine-tuning of the Trained Model.

    2.2 Subject to the requirements of any Base Model License (cf. Section 2.5 below), Distil Labs transfers to the Customer the exclusive, commercial usage right to the Trained Model. Unless agreed otherwise with Distil Labs in writing, the Customer is allowed to grant up to twenty (20) commercial sublicenses to its customers. The territorial scope of the license is limited to the use within the United States of America and the European Economic Area including all member states of the European Union (“Model License”).

    2.3 The Model License shall include (i) the exclusive right to permanent or temporary reproduction, in whole or in part, by any means and in any form (e.g. permanent and/or volatile storage on electrical, electromagnetic, optical storage media, such as any type of SDD, HDD, DVD, memory cards, USB sticks), (ii) the exclusive right to distribution in any form, media and by any means, including the right to rent and loan, regardless of whether the distribution is in tangible or intangible form, in particular to transmit the Trained Model via wired and wireless networks (e.g. for download from internet or intranet by wire or wireless means including broadband, cable, fiberglass, WIFI, LTE, 5G, satellite internet, other data networks), (iii) the exclusive right of making available to the public in such a way that members of the public can access it from places and at times of their choice (e.g. by web or mobile app, virtual or augmented reality, cloud storage, cloud hosting, decentralized hosting, non-fungible token, application service providing, software as a service, or cloud computing). The license shall also contain the right to adapt and modify the Trained Model subject to the limitation in Sections 2.4 and 2.5 below, to adapt the Trained Model to the Customer’s software stack, APIs, or interfaces to the extent necessary for deployment and integration of the Trained Model. Any derived models from the Trained Model shall retain this model license.

    2.4 The Customer shall not, without the prior written consent of Distil Labs:

        2.4.1 train, fine-tune or re-train the Trained Model;

        2.4.2 use the Trained Model or any part thereof to create derivative models or services that compete with those of Distil Labs;

        2.4.3 circumvent any technical restrictions embedded in the Trained Model or Base Model that are designed to enforce usage limitations.

    2.5 The Parties acknowledge and agree that the Trained Model is developed from Base Models which are supplied by a third party. Therefore, the Model License is subject to the restrictions resulting from the open-source or any other applicable license of the Base Model (“Base Model License”) and the Customer must use the Trained Model in compliance with the Base Model License. In particular, the Customer must oblige their clients to compliance with the Base Model License in any case of transferring or sublicensing the rights to or making available in any way the Trained Model. The applicable Base Model License is stated in the Training Configuration. The Customer agrees to indemnify Distil Labs for any and all claims brought by the Base Model provider for violations of the Base Model License.

3. CUSTOMER WARRANTY RIGHTS; CUSTOMER’S COMPLIANCE RESPONSIBILITY

    3.1 The Parties agree that the Customer’s only warranty right is the right to request up to 11 (eleven) re-training processes, i.e. running separate fine-tuning jobs of an ML Model using Customer Data (“Follow-up Re-Trainings”). The right to request any re-training lapses one (1) year after the first training of the ML Model is completed and made available for download. Additional re-training processes beyond the initially agreed number are subject to an extra training fee.

    3.2 The Customer acknowledges that Distil Labs currently is not certified under ISO 27001, SOC 1 or 2 or similar.

    3.3 The Customer acknowledges and agrees that it is their sole responsibility to ensure that their usage of the Trained Model (including but not limited to the further distribution of the Trained Model to Customer’s clients) is compliant with any local applicable law and regulation.