Added LICENSE
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LICENSE
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| 1 |
+
Reference: https://www.nvidia.com/en-us/agreements/enterprise-software/nvidia-open-model-license/
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| 2 |
+
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| 3 |
+
NVIDIA Open Model License Agreement
|
| 4 |
+
|
| 5 |
+
This NVIDIA Open Model License Agreement (the "Agreement") is a legal agreement
|
| 6 |
+
between the Legal Entity You represent, or if no entity is identified, You and
|
| 7 |
+
NVIDIA Corporation and its Affiliates ("NVIDIA") and governs Your use of the
|
| 8 |
+
Models that NVIDIA provides to You under this Agreement. NVIDIA and You are each
|
| 9 |
+
a "party" and collectively the "parties."
|
| 10 |
+
|
| 11 |
+
NVIDIA models released under this Agreement are intended to be used permissively
|
| 12 |
+
and enable the further development of AI technologies. Subject to the terms of
|
| 13 |
+
this Agreement, NVIDIA confirms that:
|
| 14 |
+
- Models are commercially usable.
|
| 15 |
+
- You are free to create and distribute Derivative Models.
|
| 16 |
+
- NVIDIA does not claim ownership to any outputs generated using the Models or
|
| 17 |
+
Derivative Models.
|
| 18 |
+
|
| 19 |
+
By using, reproducing, modifying, distributing, performing or displaying any
|
| 20 |
+
portion or element of the Model or Derivative Model, or otherwise accepting the
|
| 21 |
+
terms of this Agreement, you agree to be bound by this Agreement.
|
| 22 |
+
|
| 23 |
+
1. Definitions. The following definitions apply to this Agreement:
|
| 24 |
+
1.1. "Derivative Model" means all (a) modifications to the Model, (b) works
|
| 25 |
+
based on the Model, and (c) any other derivative works of the Model. An output
|
| 26 |
+
is not a Derivative Model.
|
| 27 |
+
1.2. "Legal Entity" means the union of the acting entity and all other entities
|
| 28 |
+
that control, are controlled by, or are under common control with that entity.
|
| 29 |
+
For the purposes of this definition, "control" means (a) the power, direct or
|
| 30 |
+
indirect, to cause the direction or management of such entity, whether by
|
| 31 |
+
contract or otherwise, or (b) ownership of fifty percent (50%) or more of the
|
| 32 |
+
outstanding shares, or (c) beneficial ownership of such entity.
|
| 33 |
+
1.3. "Model" means the machine learning model, software, checkpoints, learnt
|
| 34 |
+
weights, algorithms, parameters, configuration files and documentation shared
|
| 35 |
+
under this Agreement.
|
| 36 |
+
1.4. "NVIDIA Cosmos Model" means a multimodal Model shared under this Agreement.
|
| 37 |
+
1.5. "Special-Purpose Model" means a Model that is only competent in a narrow
|
| 38 |
+
set of purpose-specific tasks and should not be used for unintended or
|
| 39 |
+
general-purpose applications.
|
| 40 |
+
1.6. "You" or "Your" means an individual or Legal Entity exercising permissions
|
| 41 |
+
granted by this Agreement.
|
| 42 |
+
|
| 43 |
+
2. Conditions for Use, License Grant, AI Ethics and IP Ownership.
|
| 44 |
+
2.1. Conditions for Use. The Model and any Derivative Model are subject to
|
| 45 |
+
additional terms as described in Section 2 and Section 3 of this Agreement and
|
| 46 |
+
govern Your use. If You institute copyright or patent litigation against any
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| 47 |
+
entity (including a cross-claim or counterclaim in a lawsuit) alleging that the
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| 48 |
+
Model or a Derivative Model constitutes direct or contributory copyright or
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| 49 |
+
patent infringement, then any licenses granted to You under this Agreement for
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| 50 |
+
that Model or Derivative Model will terminate as of the date such litigation is
|
| 51 |
+
filed. If You bypass, disable, reduce the efficacy of, or circumvent any
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| 52 |
+
technical limitation, safety guardrail or associated safety guardrail
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| 53 |
+
hyperparameter, encryption, security, digital rights management, or
|
| 54 |
+
authentication mechanism (collectively "Guardrail") contained in the Model
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| 55 |
+
without a substantially similar Guardrail appropriate for your use case, your
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| 56 |
+
rights under this Agreement will automatically terminate. NVIDIA may indicate in
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| 57 |
+
relevant documentation that a Model is a Special-Purpose Model. NVIDIA may
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| 58 |
+
update this Agreement to comply with legal and regulatory requirements at any
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| 59 |
+
time and You agree to either comply with any updated license or cease Your
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| 60 |
+
copying, use, and distribution of the Model and any Derivative Model.
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| 61 |
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2.2. License Grant. The rights granted herein are explicitly conditioned on Your
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| 62 |
+
full compliance with the terms of this Agreement. Subject to the terms and
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| 63 |
+
conditions of this Agreement, NVIDIA hereby grants to You a perpetual,
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| 64 |
+
worldwide, non-exclusive, no-charge, royalty-free, revocable (as stated in
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| 65 |
+
Section 2.1) license to publicly perform, publicly display, reproduce, use,
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| 66 |
+
create derivative works of, make, have made, sell, offer for sale, distribute
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| 67 |
+
(through multiple tiers of distribution) and import the Model.
|
| 68 |
+
2.3. AI Ethics. Use of the Models under the Agreement must be consistent with
|
| 69 |
+
NVIDIA's Trustworthy AI terms found at
|
| 70 |
+
https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.
|
| 71 |
+
2.4. NVIDIA owns the Model and any Derivative Models created by NVIDIA. Subject
|
| 72 |
+
to NVIDIA's underlying ownership rights in the Model or its Derivative Models,
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| 73 |
+
You are and will be the owner of Your Derivative Models. NVIDIA claims no
|
| 74 |
+
ownership rights in outputs. You are responsible for outputs and their
|
| 75 |
+
subsequent uses. Except as expressly granted in this Agreement, (a) NVIDIA
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| 76 |
+
reserves all rights, interests and remedies in connection with the Model and
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| 77 |
+
(b) no other license or right is granted to you by implication, estoppel or
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| 78 |
+
otherwise.
|
| 79 |
+
|
| 80 |
+
3. Redistribution. You may reproduce and distribute copies of the Model or
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| 81 |
+
Derivative Models thereof in any medium, with or without modifications, provided
|
| 82 |
+
that You meet the following conditions:
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| 83 |
+
3.1. If you distribute the Model, You must give any other recipients of the
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| 84 |
+
Model a copy of this Agreement and include the following attribution notice
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| 85 |
+
within a "Notice" text file with such copies: "Licensed by NVIDIA Corporation
|
| 86 |
+
under the NVIDIA Open Model License";
|
| 87 |
+
3.2. If you distribute or make available a NVIDIA Cosmos Model, or a product or
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| 88 |
+
service (including an AI model) that contains or uses a NVIDIA Cosmos Model, use
|
| 89 |
+
a NVIDIA Cosmos Model to create a Derivative Model, or use a NVIDIA Cosmos Model
|
| 90 |
+
or its outputs to create, train, fine tune, or otherwise improve an AI model,
|
| 91 |
+
you will include "Built on NVIDIA Cosmos" on a related website, user interface,
|
| 92 |
+
blogpost, about page, or product documentation; and
|
| 93 |
+
3.3. You may add Your own copyright statement to Your modifications and may
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| 94 |
+
provide additional or different license terms and conditions for use,
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| 95 |
+
reproduction, or distribution of Your modifications, or for any such Derivative
|
| 96 |
+
Models as a whole, provided Your use, reproduction, and distribution of the
|
| 97 |
+
Model otherwise complies with the conditions stated in this Agreement.
|
| 98 |
+
|
| 99 |
+
4. Separate Components. The Models may include or be distributed with components
|
| 100 |
+
provided with separate legal notices or terms that accompany the components,
|
| 101 |
+
such as an Open Source Software License or other third-party license. The
|
| 102 |
+
components are subject to the applicable other licenses, including any
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| 103 |
+
proprietary notices, disclaimers, requirements and extended use rights; except
|
| 104 |
+
that this Agreement will prevail regarding the use of third-party Open Source
|
| 105 |
+
Software License, unless a third-party Open Source Software License requires its
|
| 106 |
+
license terms to prevail. "Open Source Software License" means any software,
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| 107 |
+
data or documentation subject to any license identified as an open source
|
| 108 |
+
license by the Open Source Initiative (https://opensource.org), Free Software
|
| 109 |
+
Foundation (https://www.fsf.org) or other similar open source organization or
|
| 110 |
+
listed by the Software Package Data Exchange (SPDX) Workgroup under the Linux
|
| 111 |
+
Foundation (https://www.spdx.org).
|
| 112 |
+
|
| 113 |
+
5. Trademarks. This Agreement does not grant permission to use the trade names,
|
| 114 |
+
trademarks, service marks, or product names of NVIDIA, except as required for
|
| 115 |
+
reasonable and customary use in describing the origin of the Model and
|
| 116 |
+
reproducing the content of the "Notice" text file.
|
| 117 |
+
|
| 118 |
+
6. Disclaimer of Warranty. Unless required by applicable law or agreed to in
|
| 119 |
+
writing, NVIDIA provides the Model on an "AS IS" BASIS, WITHOUT WARRANTIES OR
|
| 120 |
+
CONDITIONS OF ANY KIND, either express or implied, including, without
|
| 121 |
+
limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
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| 122 |
+
MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely
|
| 123 |
+
responsible for reviewing Model documentation, including any Special-Purpose
|
| 124 |
+
Model limitations, and determining the appropriateness of using or
|
| 125 |
+
redistributing the Model, Derivative Models and outputs. You assume any risks
|
| 126 |
+
associated with Your exercise of permissions under this Agreement.
|
| 127 |
+
|
| 128 |
+
7. Limitation of Liability. In no event and under no legal theory, whether in
|
| 129 |
+
tort (including negligence), contract, or otherwise, unless required by
|
| 130 |
+
applicable law (such as deliberate and grossly negligent acts) or agreed to in
|
| 131 |
+
writing, will NVIDIA be liable to You for damages, including any direct,
|
| 132 |
+
indirect, special, incidental, or consequential damages of any character
|
| 133 |
+
arising as a result of this Agreement or out of the use or inability to use the
|
| 134 |
+
Model, Derivative Models or outputs (including but not limited to damages for
|
| 135 |
+
loss of goodwill, work stoppage, computer failure or malfunction, or any and all
|
| 136 |
+
other commercial damages or losses), even if NVIDIA has been advised of the
|
| 137 |
+
possibility of such damages.
|
| 138 |
+
|
| 139 |
+
8. Indemnity. You will indemnify and hold harmless NVIDIA from and against any
|
| 140 |
+
claim by any third party arising out of or related to your use or distribution
|
| 141 |
+
of the Model, Derivative Models or outputs.
|
| 142 |
+
|
| 143 |
+
9. Feedback. NVIDIA appreciates your feedback, and You agree that NVIDIA may use
|
| 144 |
+
it without restriction or compensation to You.
|
| 145 |
+
|
| 146 |
+
10. Governing Law. This Agreement will be governed in all respects by the laws
|
| 147 |
+
of the United States and the laws of the State of Delaware, without regard to
|
| 148 |
+
conflict of laws principles or the United Nations Convention on Contracts for
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| 149 |
+
the International Sale of Goods. The state and federal courts residing in Santa
|
| 150 |
+
Clara County, California will have exclusive jurisdiction over any dispute or
|
| 151 |
+
claim arising out of or related to this Agreement, and the parties irrevocably
|
| 152 |
+
consent to personal jurisdiction and venue in those courts; except that, either
|
| 153 |
+
party may apply for injunctive remedies or an equivalent type of urgent legal
|
| 154 |
+
relief in any jurisdiction.
|
| 155 |
+
|
| 156 |
+
11. Trade and Compliance. You agree to comply with all applicable export,
|
| 157 |
+
import, trade and economic sanctions laws and regulations, as amended, including
|
| 158 |
+
without limitation U.S. Export Administration Regulations and Office of Foreign
|
| 159 |
+
Assets Control regulations. These laws include restrictions on destinations,
|
| 160 |
+
end-users and end-use.
|
| 161 |
+
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| 162 |
+
Version Release Date: October 24, 2025
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