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1 |
+
EXAONE AI Model License Agreement 1.1 - NC
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2 |
+
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3 |
+
This License Agreement (“Agreement”) is entered into between you (“Licensee”) and LG Management Development
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4 |
+
Institute Co., Ltd. (“Licensor”), governing the use of the EXAONE AI Model (“Model”). By downloading,
|
5 |
+
installing, copying, or using the Model, you agree to comply with and be bound by the terms of this Agreement.
|
6 |
+
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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7 |
+
constitutes a binding legal agreement between the Licensee and Licensor.
|
8 |
+
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9 |
+
1. Definitions
|
10 |
+
1.1 Model: The artificial intelligence model provided by Licensor, which includes any software,
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11 |
+
algorithms, machine learning models, or related components supplied by Licensor. This definition extends
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12 |
+
to encompass all updates, enhancements, improvements, bug fixes, patches, or other modifications that may
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13 |
+
be provided by Licensor from time to time, whether automatically or manually implemented.
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14 |
+
1.2 Derivatives: Any modifications, alterations, enhancements, improvements, adaptations, or derivative
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15 |
+
works of the Model created by Licensee or any third party. This includes changes made to the Model's
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16 |
+
architecture, parameters, data processing methods, or any other aspect of the Model that results in a
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17 |
+
modification of its functionality or output.
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18 |
+
1.3 Output: Any data, results, content, predictions, analyses, insights, or other materials generated by
|
19 |
+
the Model or Derivatives, regardless of whether they are in their original form or have been further
|
20 |
+
processed or modified by the Licensee. This includes, but is not limited to, textual or numerical produced
|
21 |
+
directly or indirectly through the use of the Model.
|
22 |
+
1.4 Licensor: LG Management Development Institute Co., Ltd., the owner, developer, and provider of the
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23 |
+
EXAONE AI Model. The Licensor holds all rights, title, and interest in the Model and is responsible for
|
24 |
+
granting licenses to use the Model under the terms specified in this Agreement.
|
25 |
+
1.5 Licensee: The individual, organization, corporation, academic institution, government agency, or other
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26 |
+
entity using or intending to use the Model under the terms and conditions of this Agreement. The Licensee
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27 |
+
is responsible for ensuring compliance with the Agreement by all authorized users who access or utilize
|
28 |
+
the Model on behalf of the Licensee.
|
29 |
+
|
30 |
+
2. License Grant
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31 |
+
2.1 Grant of License: Subject to the terms and conditions outlined in this Agreement, the Licensor hereby
|
32 |
+
grants the Licensee a limited, non-exclusive, non-transferable, worldwide, and revocable license to:
|
33 |
+
a. Access, download, install, and use the Model solely for research purposes. This includes
|
34 |
+
evaluation, testing, academic research, experimentation, and participation in competitions, provided
|
35 |
+
that such participation is in a non-commercial context. Notwithstanding Section 3.1, the Licensee may
|
36 |
+
only provide the Model or Derivatives for a competition if no commercial license is granted to the
|
37 |
+
competition organizer or any third party.
|
38 |
+
b. Publicly disclose research results and findings derived from the use of the Model or Derivatives,
|
39 |
+
including publishing papers or presentations.
|
40 |
+
c. Modify the Model and create Derivatives based on the Model, provided that such modifications and
|
41 |
+
Derivatives are used exclusively for research purposes. The Licensee may conduct experiments, perform
|
42 |
+
analyses, and apply custom modifications to the Model to explore its capabilities and performance
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43 |
+
under various scenarios. If the Model is modified, the modified Model must include “EXAONE” at the
|
44 |
+
beginning of its name.
|
45 |
+
d. Distribute the Model and Derivatives in each case with a copy of this Agreement.
|
46 |
+
2.2 Scope of License: The license granted herein does not authorize the Licensee to use the Model for any
|
47 |
+
purpose not explicitly permitted under this Agreement. Any use beyond the scope of this license, including
|
48 |
+
any commercial application or external distribution, is strictly prohibited unless explicitly agreed upon
|
49 |
+
in writing by the Licensor.
|
50 |
+
|
51 |
+
3. Restrictions
|
52 |
+
3.1 Commercial Use: The Licensee is expressly prohibited from using the Model, Derivatives, or Output for
|
53 |
+
any commercial purposes, including but not limited to, developing or deploying products, services, or
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54 |
+
applications that generate revenue, whether directly or indirectly. Any commercial exploitation of the
|
55 |
+
Model or its derivatives requires a separate commercial license agreement with the Licensor. Furthermore,
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56 |
+
the Licensee shall not use the Model, Derivatives or Output to develop or improve other models.
|
57 |
+
3.2 Reverse Engineering: The Licensee shall not decompile, disassemble, reverse engineer, or attempt to
|
58 |
+
derive the source code, underlying ideas, algorithms, or structure of the Model, except to the extent that
|
59 |
+
such activities are expressly permitted by applicable law. Any attempt to bypass or circumvent
|
60 |
+
technological protection measures applied to the Model is strictly prohibited.
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61 |
+
3.3 Unlawful Use: The Licensee shall not use the Model and Derivatives for any illegal, fraudulent, or
|
62 |
+
unauthorized activities, nor for any purpose that violates applicable laws or regulations. This includes
|
63 |
+
but is not limited to the creation, distribution, or dissemination of malicious, deceptive, or unlawful
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64 |
+
content.
|
65 |
+
3.4 Ethical Use: The Licensee shall ensure that the Model or Derivatives is used in an ethical and
|
66 |
+
responsible manner, adhering to the following guidelines:
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67 |
+
a. The Model and Derivatives shall not be used to generate, propagate, or amplify false, misleading,
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68 |
+
or harmful information, including fake news, misinformation, or disinformation.
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69 |
+
b. The Model and Derivatives shall not be employed to create, distribute, or promote content that is
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70 |
+
discriminatory, harassing, defamatory, abusive, or otherwise offensive to individuals or groups based
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71 |
+
on race, gender, sexual orientation, religion, nationality, or other protected characteristics.
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72 |
+
c. The Model and Derivatives shall not infringe on the rights of others, including intellectual
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73 |
+
property rights, privacy rights, or any other rights recognized by law. The Licensee shall obtain all
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74 |
+
necessary permissions and consents before using the Model and Derivatives in a manner that may impact
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75 |
+
the rights of third parties.
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76 |
+
d. The Model and Derivatives shall not be used in a way that causes harm, whether physical, mental,
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77 |
+
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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82 |
+
4.1 Intellectual Property: All rights, title, and interest in and to the Model, including any
|
83 |
+
modifications, Derivatives, and associated documentation, are and shall remain the exclusive property of
|
84 |
+
the Licensor. The Licensee acknowledges that this Agreement does not transfer any ownership rights to the
|
85 |
+
Licensee. All trademarks, service marks, and logos associated with the Model are the property of the
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86 |
+
Licensor.
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87 |
+
4.2 Output: All rights, title, and interest in and to the Output generated by the Model and Derivatives
|
88 |
+
whether in its original form or modified, are and shall remain the exclusive property of the Licensor.
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89 |
+
Licensee may use, modify, and distribute the Output and its derivatives for research purpose. The Licensee
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90 |
+
shall not claim ownership of the Output except as expressly provided in this Agreement. The Licensee may
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91 |
+
use the Output solely for the purposes permitted under this Agreement and shall not exploit the Output for
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92 |
+
unauthorized or commercial purposes.
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93 |
+
4.3 Attribution: In any publication or presentation of results obtained using the Model, the Licensee
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94 |
+
shall provide appropriate attribution to the Licensor, citing the Model's name and version, along with any
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95 |
+
relevant documentation or references specified by the Licensor.
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96 |
+
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+
5. No Warranty
|
98 |
+
5.1 “As-Is” Basis: The Model, Derivatives, and Output are provided on an “as-is” and “as-available” basis,
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99 |
+
without any warranties or representations of any kind, whether express, implied, or statutory. The
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100 |
+
Licensor disclaims all warranties, including but not limited to, implied warranties of merchantability,
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101 |
+
fitness for a particular purpose, accuracy, reliability, non-infringement, or any warranty arising from
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102 |
+
the course of dealing or usage of trade.
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103 |
+
5.2 Performance and Reliability: The Licensor does not warrant or guarantee that the Model, Derivatives or
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104 |
+
Output will meet the Licensee’s requirements, that the operation of the Model, Derivatives or Output will
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105 |
+
be uninterrupted or error-free, or that defects in the Model will be corrected. The Licensee acknowledges
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106 |
+
that the use of the Model, Derivatives or Output is at its own risk and that the Model, Derivatives or
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107 |
+
Output may contain bugs, errors, or other limitations.
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108 |
+
5.3 No Endorsement: The Licensor does not endorse, approve, or certify any results, conclusions, or
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109 |
+
recommendations derived from the use of the Model. The Licensee is solely responsible for evaluating the
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110 |
+
accuracy, reliability, and suitability of the Model for its intended purposes.
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111 |
+
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112 |
+
6. Limitation of Liability
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113 |
+
6.1 No Liability for Damages: To the fullest extent permitted by applicable law, in no event shall the
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114 |
+
Licensor be liable for any special, incidental, indirect, consequential, exemplary, or punitive damages,
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115 |
+
including but not limited to, damages for loss of business profits, business interruption, loss of
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116 |
+
business information, loss of data, or any other pecuniary or non-pecuniary loss arising out of or in
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117 |
+
connection with the use or inability to use the Model, Derivatives or any Output, even if the Licensor has
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+
been advised of the possibility of such damages.
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+
6.2 Indemnification: The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its
|
120 |
+
affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages,
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121 |
+
losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the
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122 |
+
Licensee's use of the Model, any Derivatives, or any Output, including any violation of this Agreement or
|
123 |
+
applicable laws.
|
124 |
+
|
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+
7. Termination
|
126 |
+
7.1 Termination by Licensor: The Licensor reserves the right to terminate this Agreement and revoke the
|
127 |
+
Licensee’s rights to use the Model at any time, with or without cause, and without prior notice if the
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128 |
+
Licensee breaches any of the terms or conditions of this Agreement. Termination shall be effective
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129 |
+
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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131 |
+
of the Model, Derivatives, and Output and destroy all copies of the Model, Derivatives, and Output in its
|
132 |
+
possession or control, including any backup or archival copies. The Licensee shall certify in writing to
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133 |
+
the Licensor that such destruction has been completed.
|
134 |
+
7.3 Survival: The provisions of this Agreement that by their nature should survive termination, including
|
135 |
+
but not limited to, Sections 4 (Ownership), 5 (No Warranty), 6 (Limitation of Liability), and this Section
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136 |
+
7 (Termination), shall continue to apply after termination.
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+
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+
8. Governing Law
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139 |
+
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the
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140 |
+
Republic of Korea, without regard to its conflict of laws principles.
|
141 |
+
8.2 Arbitration: Any disputes, controversies, or claims arising out of or relating to this Agreement,
|
142 |
+
including its existence, validity, interpretation, performance, breach, or termination, shall be referred
|
143 |
+
to and finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB) in
|
144 |
+
accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board in force at
|
145 |
+
the time of the commencement of the arbitration. The seat of arbitration shall be Seoul, Republic of
|
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+
Korea. 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
|
150 |
+
sole discretion. Any modifications will be effective upon posting the updated Agreement on the Licensor’s
|
151 |
+
website or through other means of communication. The Licensee is responsible for reviewing the Agreement
|
152 |
+
periodically for changes. Continued use of the Model after any modifications have been made constitutes
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153 |
+
acceptance of the revised Agreement.
|
154 |
+
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
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+
agreements, representations, or understandings. Any terms or conditions of any purchase order or other
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+
document submitted by the Licensee in connection with the Model that are in addition to, different from,
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+
or inconsistent with the terms and conditions of this Agreement are not binding on the Licensor and are
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+
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.
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