LICENSE.txt

TII Falcon LLM License Version 1.0
May 2023
falconllm.tii.ae

INTRODUCTORY NOTE
This license is, in part, based on the Apache License Version 2.0 (available at http://www.apache.org/licenses/), with a series of modifications. The contribution of the Apache License 2.0 to the framing of this document is acknowledged. Please read this license carefully, as it is different to other ‘open source’ licenses you may have encountered previously. In particular, note that this license contains obligations on those of you who are commercially exploiting Falcon LLM or any Derivative Work to make royalty payments.

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 
1	Definitions.
"Commercial Application Address” means Falconllm.sales@tii.ae.
“Commercial Use” means use where there is, or, in relation to a new use case, a reasonable expectation that there will be revenue directly attributable to the use of the Work for that use case.
“Commercial User” means someone who has applied to make Commercial Use of the Work and been granted permission by the Licensor to make such Commercial Use in accordance with Section 8. 
“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.” 
“Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.
“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall include machine learning models trained using outputs from the Falcon LLM or any other Derivative Work, but shall not otherwise include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
“Falcon LLM” shall mean only the following releases of TII’s Falcon large language models: (i) Falcon-RW-1B; (ii) Falcon-RW-7B; (iii) Falcon-7B; (iv) Falcon-40B; (v) Falcon-7B-Instruct; or (vi) Falcon-40B-Instruct; each of which is initially made available in Object form only under this license at FalconLLM.tii.ae. No other sizes or versions of the ‘Falcon’ family of large language models is made available under this license. 
“Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 to 11 of this document.
“Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.
“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, a trained and/or fine-tuned machine learning model or artificial intelligence model, generated documentation, and conversions to other media types.
“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, training datasets used for training or fine tuning a machine learning model or artificial intelligence model, documentation source, and configuration files.
“TII” shall mean the Technology Innovation Institute – Sole Proprietorship L.L.C., or any party nominated in writing by Technology Innovation Institute – Sole Proprietorship L.L.C. as its successor for the purposes of this License, or any party nominated in writing to be a successor to any successor for the purposes of this license.
“Work” shall mean the work of authorship, which in relation to the initial release of Falcon LLM is in Object form only, but in the case of any and all Derivative Works means the work of authorship whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). 
“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.
2	Grant of Copyright License. 
2.1	Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.
2.2	Other than where you are a Commercial User in accordance with Section 8, Your copyright license to use the Work shall be royalty free and without charge. 
3	Grant of Patent License. 
3.1	Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.
3.2	Other than where you are a Commercial User in accordance with Section 8, Your patent license to use the Work shall be royalty free and without charge. 
4	Redistribution. 
4.1	Irrespective of whether you are a Commercial User, You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions: 
(a)	You must give any other recipients of the Work or Derivative Works a copy of this License; and 
(b)	You must cause any modified files to carry prominent notices stating that You changed the files; and 
(c)	You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and 
(d)	If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. 
4.2	Subject to Sections 5 and 8 below, where you are a Commercial User , then You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
4.3	Where You are not a Commercial User, then: 
(a)	You must apply this license in an unmodified form as the terms under which you distribute Your modifications or any Derivative Work. Making the Work or Derivative Work available to any third party users via any means will constitute distribution of the Work or Derivative Work for these purposes. 
(b)	Other than in respect of Falcon LLM, which may only be distributed in Object form, where you distribute Your modifications or any Derivative Work then You must provide both Object and Source versions of the modifications or Derivative Work, provided that this obligation may be satisfied by providing users of the Object version of Your modifications or Derivative Work a link to a location where they may freely download a copy of the Source version.
(c)	You may include a copyright statement recording the nature of your modifications or Derivative Work, but such copyright statement shall be based on the copyright statement provided with the Work and you shall make only such changes as are strictly necessary to record your contribution.  
5	Publication 
5.1	You shall include prominently in any public statement regarding a Derivative Work the following statement: 
“[name of relevant Derivative Work] is built using Falcon LLM technology from the Technology Innovation Institute”. 
5.2	You may request from TII a reasonably adjusted version of the above statement to suit the publication the relevant statement is being made in. TII will not unreasonably withhold or delay approval of such a request. 
5.3	You shall comply with any reasonable request from TII regarding the prominence and phrasing of any reference to the ‘Falcon LLM technology’ or the ‘Technology Innovation Institute’.
6	Submission of Contributions. 
6.1	Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions.
6.2	Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.
7	Trademarks. 
7.1	Except as required for compliance with Section 5 of this License, this License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
8	Commercial Use
8.1	Where You wish to make Commercial Use of Falcon LLM or any Derivative Work, You must apply to TII for permission to make Commercial Use of that Work in writing via the means specified from time to time at the Commercial Application Address, providing such information as may be required.
8.2	Where TII grants permission for You to make Commercial Use of the relevant Work, then for that purpose You shall be considered a Commercial User, and:
(a)	In its written grant of permission, TII shall set the royalty rate that will apply to you as a Commercial User as a percentage of revenue ( “Relevant Percentage”), where, unless otherwise specified in the grant of permission, the Relevant Percentage shall be 10%; and 
(b)	Each year on the anniversary of the date upon which you were granted permission by TII to make Commercial Use of the relevant Work (the “Anniversary Date") You shall account to TII in writing in full for all revenue you have received in the previous 12 months which is attributable (whether directly or indirectly) to Your use of the relevant Work (“Attributable Revenue”); and
(c)	Where, on the Anniversary Date, the Attributable Revenue for the preceding 12 months is greater than $1m or its equivalent in the currency or currencies in which the revenue has been earned (the “Royalty Threshold”) then You shall make a payment of the Relevant Percentage of the relevant Attributable Revenue that exceeds the Royalty Threshold in full in cleared funds to TII into the account specified by TII from time to time in writing for such purpose within 30 days of that Anniversary Date.
9	Disclaimer of Warranty. 
9.1	Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, 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 the Work and assume any risks associated with Your exercise of permissions under this License.
10	Limitation of Liability. 
10.1	In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
11	Accepting Warranty or Additional Liability. 
11.1	While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

END OF TERMS AND CONDITIONS 

APPENDIX: How to apply the TII Falcon LLM License to your work.
To apply the TII Falcon LLM License to your work, attach the following boilerplate notice, with the fields enclosed by brackets "[]" replaced with your own identifying information. (Don't include the brackets!) The text should be enclosed in the appropriate comment syntax for the file format. We also recommend that a file or class name and description of purpose be included on the same "printed page" as the copyright notice for easier identification within third-party archives.

Copyright [yyyy] [name of copyright owner] Licensed under the TII Falcon LLM License, Version 1.0 (the "License"); you may not use this file except in compliance with the License.
You may obtain a copy of the License at FalconLLM.tii.ae. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
See the License for the specific language governing permissions and limitations under the License.