LICENSE.md

# AI2 ImpACT License – Medium Risk Artifacts

**Version 1.0 (202307)**

This AI2 ImpACT License for Medium Risk Artifacts (“MR Agreement”) is
between The Allen Institute for Artificial Intelligence (“AI2”) and any
individual or entity who purchases, downloads, installs, logs into,
accesses or otherwise uses any ”medium risk” Artifacts that refer to
this MR Agreement, including any other person or entity that an
individual purports to represent, be the agent of, or otherwise act on
behalf of (collectively, “You”).

By clicking or taking similar action to accept this MR Agreement, or by
accessing or using any Artifacts licensed under this MR Agreement, You
agree to all the terms and conditions herein. You represent and warrant
that You are at least 18 years old and have the full legal authority to
enter into this MR Agreement and bind any employer or entity that You
are acting on behalf of. If You do not agree or have the requisite
authority, You have no right to access or use any Artifacts and must
immediately cease any existing use.

A human-friendly summary of the legal text can be found
[here](http://allenai.org/impact-license).

## DEFINITIONS.

1. “*Artifact(s)*” means collectively and individually, anything used to build or apply a Model that is licensed by AI2 pursuant to this MR Agreement, such as weights or Data and any Derivatives of the original Artifact.

2. “*Code*” means a text listing of commands to be compiled or assembled into an executable computer program.

3. “*Data*” means the datasets created and/or compiled by AI2 to pretrain, train or fine-tune a Model.

4. “*Data Derivatives*” means
    1. all modifications of the Data, and/or
    2. all derivative works created from the Data that are considered copyrighted works under U.S. copyright laws.

5. “*Derivatives*” means anything that is based on or derived from any Artifact within the meaning of applicable U.S. copyright laws; including specifically and without limitation Model Derivatives and Data Derivatives

6. “*Distribute*” or “*Distribution*” means any transmission, reproduction, publication, public display, or other sharing of the Artifacts to a Third party by any means, including as a hosted service made available by electronic or other remote means - e.g. API-based or web access.

7. “*Model*” means the algorithm, weights and/or parameters used to produce the desired outcome, whether a machine learning algorithm or a deeper neural network.

8. “*Model Derivatives*” means
    1. all modifications to the Model; and/or

    2. any other model which is created or initialized by transfer of patterns of the weights, parameters, activations or output of the Model, to the other model, in order to cause the other model to perform similarly to the Model, including - but not limited to - distillation methods entailing the use of intermediate data representations or methods based on the generation of synthetic data by the Model for training the other model.

9. “*Term*” means the period of time starting from the date You access or use any Artifacts until this MR Agreement is terminated in accordance with **Section 4**.

10. “*Third Party*” means any party other than You or AI2.

11. “*Use-Based Restrictions*” means the specified restricted use cases set forth in **Exhibit A**.

## LICENSE.

Subject to Your compliance with the requirements in this MR Agreement together with all applicable laws, AI2 grants to You a worldwide, non-exclusive, non-transferable, royalty-free license to use, install, and create Derivatives strictly in accordance with the requirements and restrictions as set forth below.

1. **Distribution**. You will not Distribute any Artifacts as-is, which are for Your internal use only. You may Distribute any Derivatives You create, provided that:

    1. You flow down and include the Use-Based Restrictions as an enforceable provision in any type of license or legal agreement governing downstream use and/or Distribution of Your Derivatives;

    2. You cause any of Your Derivatives to carry a prominent notice stating that You changed the original Artifact and how the Artifact was modified; and

    3. You retain all applicable copyright, patent, trademark, and attribution notices included with the Artifact.

2. **Attribution**. Together with any copies of Your Derivatives that You Distribute, You must provide (i) a copy of this MR Agreement; and (ii) the following attribution notice: *“\[Artifact\] is licensed under the AI2 ImpACT License for Medium Risk Artifacts, **© \[year\] The Allen Institute for Artificial Intelligence.”*

3. **Derivative Impact Reports**. AI2 seeks to encourage transparency around Derivatives through the use of Derivative Impact Reports, available [here](http://allenai.org/impact-license). Before releasing a Model Derivative or Data Derivative, You will complete a Derivative Impact Report and will publish, post, or make available the results of the Derivative Impact Report to the general public without imposing any direct or indirect restrictions, conditions or barriers to access, such as a paywall, fee, subscription, account, or requirement to submit personal information. You agree that AI2 may publish, post, or make available the information in Your Derivative Impact Report for review by the general public.

    1. You agree to maintain the transparency and accuracy of information regarding Your Derivatives in good faith and will update the Derivative Impact Report whenever a material change has occurred in any of the reporting categories therein.

    2. You acknowledge that Derivative Impact Reports are not intended to penalize any good faith disclosures about Derivatives. Accordingly, if You initiate or participate in any lawsuit or other legal action against a Third Party based on information in such Third Party’s Derivative Impact Report, then this MR Agreement will terminate immediately as of the date such lawsuit or legal action is filed or commenced.

4. **Use-Based Restrictions**. You will not use any Artifacts or Derivatives in connection with any Use-Based Restrictions, including without limitation, creating any content with, finetuning, updating, running, training, evaluating and/or reparametrizing a Model.

5. **No Circumvention**. You acknowledge that the purpose of the license granted herein is to facilitate transparency and responsible development of AI technology. Accordingly, You will not directly or indirectly circumvent the requirements in this **Section 2**, nor assist or enable any Third Party to do so. You further agree to not seek or obtain any patent rights on inventions that are based on or incorporate any Derivatives without AI2’s prior written approval.

6. **Revocable License**. The license granted to You is revocable. To the maximum extent permitted by law, AI2 reserves the right to suspend, restrict, or terminate (remotely or otherwise) Your access, use or Distribution of any Artifacts and/or Derivatives not expressly permitted herein.

## INTELLECTUAL PROPERTY RIGHTS.

1. AI2 and its licensors retain all right, title and interest in and to the Artifacts, including all patent, copyright, trademark, and trade secret rights, whether such rights are registered or unregistered, and wherever in the world those rights may exist. You will not commit any act or omission that contradicts or is inconsistent with AI2’s rights, nor permit or induce any Third Party to do the same. Other than the license granted in **Section 2** and as provided in **Section 3(b)**, all rights are expressly reserved by AI2.

2. Subject to Your compliance with this MR Agreement, You will own any Derivatives You create. However, if Your use or Distribution of any Derivative is in breach of this MR Agreement, You will transfer and assign all right, title, and interest in and to such Derivative to AI2 and execute any related documentation as required by AI2.

## TERM AND TERMINATION.

AI2 may terminate this MR Agreement by written notice at any time if You materially breach any of Your obligations herein and fail to cure to AI2’s satisfaction within thirty (30) days after such notice.

1. Upon any termination of this MR Agreement, the license granted in **Section 2** will automatically terminate as of the termination date and You will:

    1. Cease all use of the Artifacts and immediately delete all copies in Your possession or control; and

    2. Cease all use and Distribution of any Derivatives and promptly provide AI2 with any other information regarding Your Derivatives as requested by AI2, including any documentation to assign Your Derivatives to AI2 pursuant to **Section 3(b)**.

2. Additionally, if AI2 terminates this MR Agreement due to Your breach of **Section 2(d)** (Use-Based Restrictions), You authorize AI2 to post a prominent notice stating that You violated the Use-Based Restrictions of this MR Agreement and that Your rights to use the Artifacts and Derivatives were terminated by AI2.

3. All terms and provisions that are reasonably interpreted to survive termination of this MR Agreement to fulfill its essential purpose will survive, including **Sections 3-9**.

## DISCLAIMER.

AI2 PROVIDES THE ARTIFACTS ON AN "AS-IS" BASIS, AND AI2 DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING AN ARTIFACT, OR CREATING OR DISTRIBUTING ANY DERIVATIVES, AND YOU ASSUME ANY AND ALL RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS MR AGREEMENT.

## LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL AI2 BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER LOSS) ARISING FROM OR RELATED TO THIS MR AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY USE OR INABILITY TO USE ANY ARTIFACTS , WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF YOU OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

## INDEMNIFICATION FOR THIRD-PARTY CLAIMS.

You will defend and indemnify AI2 and its officers, directors, employees, and agents from and against any and all Third Party claims, lawsuits, and proceedings that arise or result from:

1. Your material, uncured breach of this MR Agreement;

2. Your use, Distribution and/or licensing of the Artifacts or Your Derivatives; and/or

3. Your failure or alleged failure to comply with applicable laws or any violation of a Third Party’s rights in connection with Your use of the Artifacts or Your Derivatives.

## MISCELLANEOUS.

1. **Consideration**. The Artifacts are provided to You by AI2 subject to Your continued compliance with the terms and conditions of this MR Agreement.

2. **Relationship**. This MR Agreement and the parties’ relationship hereunder is non-exclusive, and neither party is restricted or limited in any way from entering into the same or similar arrangements with Third Parties. Nothing in this MR Agreement will be deemed or construed to create any employment, franchise, joint venture, partnership, agency or other such similar relationship between You and AI2.

3. **No Waiver; Equitable Remedies**. Any delay or failure of AI2 to enforce its rights or any provision of this MR Agreement will not be a waiver unless specifically issued in writing by AI2. Any term that is held to be invalid or enforceable will not affect any other terms in this MR Agreement, which will remain in full force and effect. You acknowledge that if You breach this MR Agreement, it may cause irreparable harm to AI2, and You agree that AI2 may seek injunctive relief against You in addition to any other legal and equitable remedies.

4. **Interoperability**. You will be solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for Your use of any Artifacts, including, without limitation, telecommunications and Internet access connections and links, web browsers or other equipment, and programs and services required to access and use the Artifacts.

5. **Export Control**: You will not violate any applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”) or directly or indirectly export, re-export, provide, or otherwise transfer any Artifacts or Derivatives

    1. to any individual, entity, or country prohibited by Export Laws;

    2. to anyone on U.S. or non-U.S. government restricted parties lists; or

    3. for any purpose prohibited by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications.

6. **Governing Law**. This MR Agreement will be governed by the laws of the State of Washington, U.S.A. without regard to its choice of laws or conflict of laws rules.

7. **Entire Agreement**. Except as otherwise specifically set forth herein, this MR Agreement and any documents or policies that are incorporated or made part of this MR Agreement by reference contain the entire agreement between You and AI2 regarding the subject matter herein.

8. **Modifications**. AI2 may revise and update the terms of this MR Agreement from time to time and will post such updates to its website at [**http://allenai.org/impact-license**](http://allenai.org/impact-license). UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS MR AGREEMENT, ANY CHANGES TO THIS MR AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. While AI2 is not obligated to provide You with notice of any changes, any amendments to this MR Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of the Artifact(s) and/or Distribution of Your Derivatives will constitute Your agreement to the terms of the updated MR Agreement.

For any questions regarding this MR Agreement, please contact
[**ai2impact@allenai.org**](mailto:ai2impact@allenai.org).

## EXHIBIT A

### USE-BASED RESTRICTIONS

1. **EXPECTATIONS**. AI2 expects that You will not use, or cause or assist others to use, any Artifacts or Derivatives in connection with any academic dishonesty, including submitting any informational content or output of a Model as Your own work in any academic setting.

2. **RESTRICTIONS**. You will not, and will not permit, assist, or cause any Third Party to use, modify, copy, reproduce, incorporate, create Derivatives of, or Distribute any Artifacts or Your Derivatives, in whole or in part, for:

    1. military weapons purposes or in the service of nuclear proliferation or nuclear weapons technology;

    2. purposes of military surveillance, including any research or development relating to military surveillance;

    3. purposes of generating or disseminating information or content, in any context (e.g. posts, articles, tweets, chatbots or other kinds of automated bots) without expressly and intelligibly disclaiming that the text is machine generated;

    4. purposes of ‘real time’ remote biometric processing or identification systems in publicly accessible spaces for the purpose of law enforcement;

    5. fully automated decision-making without a human in the loop; and/or

    6. purposes of the predictive administration of justice, law enforcement, immigration, or asylum processes, such as predicting an individual will commit fraud/crime (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).