STELLON LABS COMMUNITY LICENSE AGREEMENT
Last Updated: July 5, 2024
- INTRODUCTION
This Agreement applies to any individual person or entity (“You”, “Your” or “Licensee”) that uses or distributes any portion or element of the Stellon Labs Materials or Derivative Works thereof for any Research & Non-Commercial or Commercial purpose. Capitalized terms not otherwise defined herein are defined in Section V below.
This Agreement is intended to allow research, non-commercial, and limited commercial uses of the Models free of charge. In order to ensure that certain limited commercial uses of the Models continue to be allowed, this Agreement preserves free access to the Models for people or organizations generating annual revenue of less than US $1,000,000 (or local currency equivalent) and having received less than US $1,000,000 in total funding (or local currency equivalent).
By clicking “I Accept” or by using or distributing or using any portion or element of the Stellon Labs Materials or Derivative Works, You agree that You have read, understood and are bound by the terms of this Agreement. If You are acting on behalf of a company, organization or other entity, then “You” includes you and that entity, and You agree that You: (i) are an authorized representative of such entity with the authority to bind such entity to this Agreement, and (ii) You agree to the terms of this Agreement on that entity’s behalf.
- RESEARCH & NON-COMMERCIAL USE LICENSE
Subject to the terms of this Agreement, Stellon Labs grants You a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable and royalty-free limited license under Stellon Labs’s intellectual property or other rights owned by Stellon Labs embodied in the Stellon Labs Materials to use, reproduce, distribute, and create Derivative Works of, and make modifications to, the Stellon Labs Materials for any Research or Non-Commercial Purpose. “Research Purpose” means academic or scientific advancement, and in each case, is not primarily intended for commercial advantage or monetary compensation to You or others. “Non-Commercial Purpose” means any purpose other than a Research Purpose that is not primarily intended for commercial advantage or monetary compensation to You or others, such as personal use (i.e., hobbyist) or evaluation and testing.
- COMMERCIAL USE LICENSE
Subject to the terms of this Agreement (including the remainder of this Section III), Stellon Labs grants You a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable and royalty-free limited license under Stellon Labs’s intellectual property or other rights owned by Stellon Labs embodied in the Stellon Labs Materials to use, reproduce, distribute, and create Derivative Works of, and make modifications to, the Stellon Labs Materials for any Commercial Purpose. “Commercial Purpose” means any purpose other than a Research Purpose or Non-Commercial Purpose that is primarily intended for commercial advantage or monetary compensation to You or others, including but not limited to, (i) creating, modifying, or distributing Your product or service, including via a hosted service or application programming interface, and (ii) for Your business’s or organization’s internal operations. If You are using or distributing the Stellon Labs Materials for a Commercial Purpose, You must register with Stellon Labs by contacting us. If at any time You or Your Affiliate(s), either individually or in aggregate, generate more than USD $1,000,000 in annual revenue (or the equivalent thereof in Your local currency), regardless of whether that revenue is generated directly or indirectly from the Stellon Labs Materials or Derivative Works, or have received more than USD $1,000,000 in total cumulative funding (including equity, debt, convertible instruments, and grants, or the equivalent thereof in Your local currency), any licenses granted to You under this Agreement shall terminate as of such date. You must request a license from Stellon Labs by contacting us, which Stellon Labs may grant to You in its sole discretion. If you receive Stellon Labs Materials, or any Derivative Works thereof, from a Licensee as part of an integrated end user product, then Section III of this Agreement will not apply to you.
- GENERAL TERMS
Your Research, Non-Commercial, and Commercial License(s) under this Agreement are subject to the following terms. a. Distribution & Attribution. If You distribute or make available the Stellon Labs Materials or a Derivative Work to a third party, or a product or service that uses any portion of them, You shall: (i) provide a copy of this Agreement to that third party, (ii) retain the following attribution notice within a "Notice" text file distributed as a part of such copies: "This Stellon Labs Model is licensed under the Stellon Labs Community License, Copyright © Stellon Labs Inc. All Rights Reserved”, and (iii) prominently display “Powered by Stellon Labs” on a related website, user interface, blogpost, about page, or product documentation. If You create a Derivative Work, You may add your own attribution notice(s) to the “Notice” text file included with that Derivative Work, provided that You clearly indicate which attributions apply to the Stellon Labs Materials and state in the “Notice” text file that You changed the Stellon Labs Materials and how it was modified. b. Use Restrictions. Your use of the Stellon Labs Materials and Derivative Works, including any output or results of the Stellon Labs Materials or Derivative Works, must comply with applicable laws and regulations (including Trade Control Laws and equivalent regulations) and adhere to the Documentation and Stellon Labs’s AUP, which is hereby incorporated by reference. Furthermore, You will not use the Stellon Labs Materials or Derivative Works, or any output or results of the Stellon Labs Materials or Derivative Works, to create or improve any foundational generative AI model (excluding the Models or Derivative Works). You also will not use the Stellon Labs Materials or Derivative Works, or any output or results thereof, to train, distill, or otherwise transfer the capabilities of a Model into any other machine learning model (including through knowledge distillation or training on outputs, logits, or synthetic data), whether or not such model would constitute a Derivative Work, other than "fine tune" or "low-rank adaptation" models of a Model. c. Intellectual Property. (i) Trademark License. No trademark licenses are granted under this Agreement, and in connection with the Stellon Labs Materials or Derivative Works, You may not use any name or mark owned by or associated with Stellon Labs or any of its Affiliates, except as required under Section IV(a) herein. (ii) Ownership of Derivative Works. As between You and Stellon Labs, You are the owner of Derivative Works You create, subject to Stellon Labs’s ownership of the Stellon Labs Materials and any Derivative Works made by or for Stellon Labs. (iii) Ownership of Outputs. As between You and Stellon Labs, You own any outputs generated from the Models or Derivative Works to the extent permitted by applicable law. (iv) Disputes. If You or Your Affiliate(s) institute litigation or other proceedings against Stellon Labs (including a cross-claim or counterclaim in a lawsuit) alleging that the Stellon Labs Materials, Derivative Works or associated outputs or results, or any portion of any of the foregoing, constitutes infringement of intellectual property or other rights owned or licensable by You, then any licenses granted to You under this Agreement shall terminate as of the date such litigation or claim is filed or instituted. You will indemnify and hold harmless Stellon Labs from and against any claim by any third party arising out of or related to Your use or distribution of the Stellon Labs Materials or Derivative Works in violation of this Agreement. (v) Feedback. From time to time, You may provide Stellon Labs with verbal and/or written suggestions, comments or other feedback related to Stellon Labs’s existing or prospective technology, products or services (collectively, “Feedback”). You are not obligated to provide Stellon Labs with Feedback, but to the extent that You do, You hereby grant Stellon Labs a perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable, non-exclusive, worldwide right and license to exploit the Feedback in any manner without restriction. Your Feedback is provided “AS IS” and You make no warranties whatsoever about any Feedback. d. Disclaimer Of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE STELLON LABS MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OR LAWFULNESS OF USING OR REDISTRIBUTING THE STELLON LABS MATERIALS, DERIVATIVE WORKS OR ANY OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE STELLON LABS MATERIALS, DERIVATIVE WORKS AND ANY OUTPUT AND RESULTS. e. Limitation Of Liability. IN NO EVENT WILL STELLON LABS OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCTS LIABILITY, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, FOR ANY LOST PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF STELLON LABS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. f. Term And Termination. The term of this Agreement will commence upon Your acceptance of this Agreement or access to the Stellon Labs Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Stellon Labs may terminate this Agreement if You are in breach of any term or condition of this Agreement. Upon termination of this Agreement, You shall delete and cease use of any Stellon Labs Materials or Derivative Works. Section IV(d), (e), and (g) shall survive the termination of this Agreement. g. Governing Law. This Agreement will be governed by and constructed in accordance with the laws of the United States and the State of California without regard to choice of law principles, and the UN Convention on Contracts for International Sale of Goods does not apply to this Agreement.
- DEFINITIONS
“Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; for purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" means this Stellon Labs Community License Agreement.
“AUP” means the Stellon Labs Acceptable Use Policy available by contacting us, as may be updated from time to time.
"Derivative Work(s)” means (a) any derivative work of the Stellon Labs Materials as recognized by U.S. copyright laws and (b) any modifications to a Model, and any other model created which is based on or derived from the Model or the Model’s output, including “fine tune” and “low-rank adaptation” models derived from a Model or a Model’s output, but do not include the output of any Model.
“Documentation” means any specifications, manuals, documentation, and other written information provided by Stellon Labs related to the Software or Models.
“Model(s)" means, collectively, Stellon Labs’s proprietary models and algorithms, including machine-learning models, trained model weights and other elements of the foregoing listed on Stellon Labs’s Core Models list available by contacting us, as may be updated from time to time.
"Stellon Labs" or "we" means Stellon Labs Inc. and its Affiliates.
"Software" means Stellon Labs’s proprietary software made available under this Agreement now or in the future.
“Stellon Labs Materials” means, collectively, Stellon Labs’s proprietary Models, Software and Documentation (and any portion or combination thereof) made available under this Agreement.
“Trade Control Laws” means any applicable U.S. and non-U.S. export control and trade sanctions laws and regulations.