LICENSE.md

## User Agreement
Thomson Reuters owns or otherwise has the right to license to the BudgetLongformer Language Models (the “Licensed Content”) being requested by the End User through the instant submission, and, if approved, is willing to license the Licensed Content to End User, subject to all terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. For purposes of this User Agreement, the following terms have the following meanings:
"Content Item" means each discrete text item, as designated by Thomson Reuters, that is included in the Licensed Content.
"End User" means each person that has requested, has been licensed or lawfully obtained access to Licensed Content.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
"Term" has the meaning set forth in Section 3.1.
"Territory" means worldwide.

2. License Grants.
    1. Content License. Subject to Section 2.2 and all other terms and conditions of this User Agreement, Thomson Reuters grants to End User a non-exclusive, non-transferable (except as provided in Section 6.4), and non-sublicensable license, in the Territory, during the Term, to permit End User to access the Licensed Content solely for End User’s own non-commercial personal use and not for redistribution, in any form, either original or modified, in whole or in part. End User is not granted any right to, and shall not, authorize, permit or enable any other use of the Licensed Content by any other Person (including End User's affiliates).
    2. Content License Restrictions. The license granted in Section 2.1 is subject to the following: 
        (a)	End User shall not make the Licensed Content available, or otherwise use the Licensed Content, except as expressly licensed pursuant to Section 2.1.  Any use by End User of the Licensed Content on any other website, mobile site or application, or other media of End User or its affiliates requires a separate written User Agreement between Thomson Reuters and End User, and Thomson Reuters has no obligation to enter into any such User Agreement.
        (b)	End User shall not edit, alter, modify, combine with other content, or create any derivative works of the Licensed Content, unless expressly granted by Thomson Reuters, and Thomson Reuters has no obligation to enter into any such User Agreement.  In such cases where an express grant has been provided to edit, alter, modify, combine with other content, or create any derivative works of the Licensed Content, such express grant shall be limited to non-commercial personal end use and not for redistribution.  
        (c)	If Thomson Reuters instructs End User to delete or make inaccessible any Content Item because such Content Item is or could be subject to a third-party claim, or for any other good faith reason, End User shall comply with such instruction as promptly as reasonably possible.  
        All uses of the Licensed Content that do not comply fully with the provisions of this Section 2.2 shall for all purposes be deemed beyond the scope of the license granted hereunder. Any violation of this Section 2.2 by End User shall be a material breach of this User Agreement that is incapable of cure, and, in the event of any such violation, Thomson Reuters may, in addition to and not in lieu of all other remedies, immediately terminate this User Agreement as set forth in Section 3.2(b)(i).
    3. Reservation of Rights. Neither this User Agreement, nor any act, omission, or statement by Thomson Reuters or End User, conveys any ownership right in any of the Licensed Content, or to any element or portion thereof, or other materials provided by or on behalf of Thomson Reuters under this User Agreement. Except for the licenses expressly granted to End User in this User Agreement, all right, title, and interest in and to the Licensed Content are and will remain with Thomson Reuters. No use by Thomson Reuters of the Licensed Content or Thomson Reuters's Mark in any medium or manner shall be deemed to interfere with the limited permissions made to End User by Thomson Reuters herein.

3. Term and Termination.
    1. Term. The term of this User Agreement commences as of the date the End User receives the Licensed Content and, unless terminated earlier pursuant to any express provision of this User Agreement, shall continue until thirty-six (36) months following the Effective Date (the "Term"). Thereafter, this User Agreement may be renewed upon request by End User and subsequent written permission by Thomson Reuters.   
    2. Termination.  
        (a)	Thomson Reuters may terminate this User Agreement at any time without cause by providing at least fourteen (14) days' prior written notice to End User.
        (b)	Thomson Reuters may terminate this User Agreement, effective upon written notice to End User, if End User:
        (i)	materially breaches this User Agreement, and such breach is incapable of cure or, if capable of cure, fails to cure such breach within seven (7) days after receiving written notice thereof[; or/.]
        (ii)	commits two (2) or more material breaches of this User Agreement regardless of whether all or any have been cured.
    3. Effect of Expiration or Termination. Upon any expiration or termination of this User Agreement, all licenses granted under this User Agreement shall also terminate, and End User shall immediately delete from its systems and servers all Licensed Content and any other materials provided by Thomson Reuters. Upon Thomson Reuters's written request, End User shall promptly provide Thomson Reuters with written certification of such deletion.
    4. Surviving Terms. The provisions set forth in the following Sections, and any other right or obligation of the parties in this User Agreement that, by its nature, should survive termination or expiration of this User Agreement, will survive any expiration or termination of this User Agreement: Section 3.3, this Section 3.4, Section 4, Section 5, and Section 6.

4. Representations and Warranties.
    1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
    (a)	it has the full right, power, and authority to enter into this User Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
    (b)	when executed and delivered by such party, this User Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
    2. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS USER AGREEMENT, (A) EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS USER AGREEMENT; AND (B) THOMSON REUTERS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

5. Limitations of Liability.
    1. No Consequential or Indirect Damages. THOMSON REUTERS WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS USER AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER THOMSON REUTERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Miscellaneous.
    1. Relationship of the Parties. Nothing contained in this User Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    2. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this User Agreement or, unless expressly permitted under this User Agreement, otherwise use the other party's Marks, in each case, without the prior written consent of the other party[, which shall not be unreasonably withheld or delayed]. 
    3. Entire Agreement. This User Agreement constitutes the sole and entire User Agreement of the Parties with respect to the subject matter of this User Agreement and supersedes all prior and contemporaneous understandings, User Agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
    4. Assignment. This User Agreement is personal to End User. End User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this User Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Thomson Reuters's prior written consent. No delegation or other transfer will relieve End User of any of its obligations or performance under this User Agreement. Any purported assignment, delegation, or transfer in violation of this Section 6.4 is void. Thomson Reuters may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this User Agreement without End User's consent. This User Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    5. No Third-Party Beneficiaries. This User Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this User Agreement.
    6. Amendment and Modification; Waiver. No amendment to or modification of this User Agreement is effective unless it is in writing.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this User Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this User Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    7. Severability. If any term or provision of this User Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this User Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this User Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    8. Governing Law; Submission to Jurisdiction. This User Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of this User Agreement or the licenses granted hereunder shall be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.