BOSON HIGGS LLAMA 3 COMMUNITY LICENSE AGREEMENT

Boson Higgs Llama 3 Version Release Date: June 5, 2024

This License Agreement (the “Agreement”) is entered into by and between Licensee (as defined below) and Boson AI USA, Inc. (“Boson”) and is based upon the Meta Llama 3 Community License Agreement as of April 18, 2024 (the “Meta License Agreement”), which can be found at ​​https://llama.meta.com/llama3/license/. The terms and conditions of the Meta License Agreement are hereby incorporated herein by reference and unless stated otherwise below, its terms apply. The Higgs Llama 3 language model developed by Boson AI USA, Inc. (“Higgs Materials”) is a language model derived from Meta Llama 3 software and algorithms.

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

“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.

“Higgs Lama 3” 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 developed by Boson AI distributed at https://huggingface.co/bosonai/Higgs-Llama-3-70B or otherwise.

“Higgs Materials” means, collectively, Boson’s proprietary modification of Meta Llama 3 and Documentation (and any portion thereof) made available under this Agreement.

“Boson” or “we” means Boson AI USA, Inc.

1. License Rights and Redistribution.

a. Grant of Rights. You are granted a non-exclusive, worldwide, non-transferable and royalty-free limited license to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Higgs Materials.

b. Redistribution and Use.

i. If you distribute or make available the Higgs Materials (or any derivative works thereof), or a product or service that uses any of them, including another AI model, you shall (A) provide a copy of this Agreement and the Meta License Agreement with any such Higgs Materials; and (B) prominently display “Built with Boson Higgs licensed from Boson AI USA, Inc., Copyright Boson AI USA, Inc., All Rights Reserved and Meta Llama 3 licensed under the Meta Llama 3 Community License, Copyright Meta Platforms, Inc., All Right Reserved". If you use the Higgs Materials to create, modify, enhance, train, fine tune, or otherwise improve an AI model or similar software, which is distributed or made available, you shall also include “Higgs Llama 3” at the beginning of any such AI model or software name.

ii. Even if you receive Higgs Materials, or any modifications, enhancements or derivative works thereof, from a Licensee as part of an integrated end user product, then Section 2 of this Agreement will apply to you.

iii. You must retain in all copies of the Llama Materials that you distribute and as set forth above, include the following attribution notice within a “Notice” text file distributed as a part of such copies: 

“Meta Llama 3 is licensed under the Meta Llama 3 Community License, Copyright © Meta Platforms, Inc. All Rights Reserved.”

“Boson Higgs Llama 3 is licensed under the Boson Community License, Copyright © Boson AI USA, Inc. All Rights Reserved.”

iv. Your use of the Higgs Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy for the Llama Materials (available at https://llama.meta.com/llama3/use-policy), which is hereby incorporated by reference into this Agreement.

v. You will not use the Higgs Materials or any output or results of the Boson Higgs Materials to improve any other large language model (excluding Boson Higgs Llama 3 or derivative works thereof).

vi. You hereby acknowledge that Boson is the owner of the Higgs Materials and under no circumstance shall you bring any legal action, claim, charge, demand challenging such ownership rights of Boson.

2. Additional Commercial Terms. If the monthly active users of the products or services made available by or for Licensee, or Licensee’s affiliates, is greater than 10 million monthly active users in the preceding calendar month, you must request an expanded license from Boson, which Boson 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 Boson otherwise expressly grants you such rights.

3. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE BOSON HIGGS MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS, WITHOUT WARRANTIES OF ANY KIND EXPRESS, IMPLIED, BASED UPON CUSTOM AND USAGE OR COURSE OF DEALING, AND BOSON 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 BOSON HIGGS MATERIALS AND ASSUME ANY AND ALL RISKS ASSOCIATED WITH YOUR USE OF THE BOSON HIGGS MATERIALS AND ANY OUTPUT AND RESULTS.

4. Limitation of Liability. IN NO EVENT WILL BOSON 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 BOSON 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, or in connection with the Higgs Materials. Neither Boson nor Licensee may use any name or mark owned by, or associated with, the other party hereto or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the Higgs Materials or as set forth in this Section 5(a). Boson hereby grants you a license to use “Higgs Llama 3” (the “Mark”) solely as required to comply with the last sentence of Section 1.b.i. All goodwill arising out of your use of the Mark will inure to the benefit of Meta and Boson.

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

c. If you institute litigation or other proceedings against Boson, Meta or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the  Higgs Materials or Boson Higgs Llama 3, or any portion thereof , constitutes infringement of the intellectual property or other rights owned or licensable by you, then any licenses granted to you hereunder shall immediately terminate as of the date such litigation or claim is filed or instituted. You will indemnify and hold harmless Boson from and against any claim, charge, demand, cause of action by any third party arising out of or related to your use or distribution of the Higgs Materials.

6. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the Higgs Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Boson may terminate this Agreement if you are in breach of any term or condition of this Agreement by providing you with written notice. Upon your receipt of written notice of termination of this Agreement, you shall delete the Higgs Materials from any computer, server or IT device and cease use of the Higgs Materials in all respects. Sections 1(b)(vi), 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 California 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 Federal District Court for the Northern District of California or the Superior Court of the County of Santa Clara  shall have exclusive jurisdiction of any dispute arising out of this Agreement.