LICENSE

Katanemo Labs, Inc. COMMUNITY LICENSE AGREEMENT

Katanemo Labs, Inc. Version Release Date: September 30th, 2024

This Katanemo Labs, Inc. COMMUNITY LICENSE AGREEMENT is based on the Llama 3.2 Community License, Copyright © Meta Platforms, Inc. 
The terms and conditions have been adapted to reflect the proprietary nature of Katanemo Labs' materials.

“Agreement” means the terms and conditions for use, reproduction, distribution, and modification of the Katanemo Materials set forth herein.

“Documentation” means the specifications, manuals, and documentation accompanying Katanemo LLMs v1.

“Licensee” or “you” means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity’s behalf), of the age required under applicable laws, rules, or regulations to provide legal consent and that has legal authority to bind your employer or such other person or entity if you are entering into this Agreement on their behalf.

“Katanemo” means the foundational large language models and software and algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, and other elements of the foregoing distributed by Katanemo Labs, Inc at https://huggingface.co/katanemolabs.

“Katanemo Materials” means, collectively, Katanemo's proprietary models and Documentation (and any portion thereof) made available under this Agreement. Some of the Materials are based on or derived from the Qwen language models, which are licensed under the Qwen RESEARCH LICENSE AGREEMENT, Copyright (c) Alibaba Cloud.

“Katanemo Labs" or “we” means Katanemo Labs Inc., a Delaware, USA Corporation.

By clicking “I Accept” below or by using or distributing any portion or element of the Katanemo Materials, you agree to be bound by this Agreement.
1. License Rights and Redistribution

a. Grant of Rights. You are granted a non-exclusive, worldwide, non-transferable, and royalty-free limited license under Katanemo Labs' intellectual property or other rights owned by Katanemo embodied in the Katanemo Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Katanemo Materials.

b. Redistribution and Use.

i. If you distribute or make available the Katanemo Materials (or any derivative works thereof), or a product or service (including another AI model) that contains any of them, you shall (A) provide a copy of this Agreement with any such Katanemo Materials; and (B) prominently display “Built with Katanemo” on a related website, user interface, blogpost, about page, or product documentation. 

ii. If you receive Katanemo Materials, or any derivative works thereof, from a Licensee as part of an integrated end-user product, then Section 2 of this Agreement will not apply to you.

iii. You must retain in all copies of the Katanemo Materials that you distribute the following attribution notice within a “Notice” text file distributed as a part of such copies: “Katanemo is licensed under the Katanemo Labs Community License, Copyright © Katanemo Labs, Inc. All Rights Reserved.”

iv. Your use of the Katanemo Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy for the Katanemo Materials (available at https://katanemolabs.com/katanemo/use-policy), which is hereby incorporated by reference into this Agreement.
2. Additional Commercial Terms

If, on the Katanemo version release date, the monthly active users of the products or services made available by or for Licensee, or Licensee’s affiliates, is greater than 10,000 monthly active users in the preceding calendar month, you must request a license from Katanemo Labs, which Katanemo Labs may grant to you in its sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until Katanemo Labs otherwise expressly grants you such rights.
3. Disclaimer of Warranty

UNLESS REQUIRED BY APPLICABLE LAW, THE KATANEMO MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND KATANEMO LABS DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND 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 OF USING OR REDISTRIBUTING THE KATANEMO MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE KATANEMO MATERIALS AND ANY OUTPUT AND RESULTS.
4. Limitation of Liability

IN NO EVENT WILL KATANEMO 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 INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF KATANEMO LABS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.
5. Intellectual Property

a. No trademark licenses are granted under this Agreement, and in connection with the Katanemo Materials, neither Katanemo Labs nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the Katanemo Materials or as set forth in this Section 5(a). Katanemo Labs hereby grants you a license to use “Katanemo” (the “Mark”) solely as required to comply with the last sentence of Section 1.b.i. You will comply with Katanemo Labs' brand guidelines (currently accessible at https://katanemolabs.com/brand/resources). All goodwill arising out of your use of the Mark will inure to the benefit of Katanemo Labs.

b. Subject to Katanemo Labs' ownership of Katanemo Materials and derivatives made by or for Katanemo Labs, with respect to any derivative works and modifications of the Katanemo Materials that are made by you, as between you and Katanemo Labs, you are and will be the owner of such derivative works and modifications.

c. If you institute litigation or other proceedings against Katanemo Labs or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Katanemo Materials or any 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 Katanemo Labs from and against any claim by any third party arising out of or related to your use or distribution of the Katanemo Materials.
6. Term and Termination

The term of this Agreement will commence upon your acceptance of this Agreement or access to the Katanemo Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Katanemo 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 the Katanemo Materials. Sections 3, 4, and 7 shall survive the termination of this Agreement.
7. Governing Law and Jurisdiction

This Agreement will be governed and construed under the laws of the State of Washington without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts of California shall have exclusive jurisdiction of any dispute arising out of this Agreement.