Last Updated: 25 August, 2024
This agreement ("Agreement") applies to any individual or entity ("You", "Your", or "Licensee") that accesses, uses, distributes, performs, or displays any Jamba Materials or Derivatives (each as defined below).
YOU ARE AGREEING TO THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY DOWNLOADING, ACCESSING OR USING ANY PORTION OF THE JAMBA MATERIALS, WHICHEVER IS EARLIER (SUCH DATE, THE "Effective Date").
An individual entering into this Agreement on behalf of the Licensee, represents that he/she has the right, authority and capacity to act on behalf of the Licensee and to bind the Licensee to this Agreement. In such event, the Licensee shall be primarily responsible and liable for the acts and omissions of such employees. If an individual is using an organization's email address, such organization shall be deemed the Licensee.
This Agreement is between the Licensee and AI21 Labs Ltd. ("AI21", "We", "Us", or "Our").
1. DEFINITIONS
"Derivatives" means each and any of the following: (i) any modifications to Jamba, (ii) any works based on Jamba (including without limitation any other model created which is based on or derived from Jamba or Outputs (defined below), such as "fine tuned" models derived from Jamba), and (iii) any other derivative works thereof. However, Outputs themselves are not deemed Derivatives.
"Documentation" means any specifications, manuals, and documentation accompanying Jamba.
"Jamba" means the specific version of the foundational large language model and related software (including without limitation, and if applicable, any algorithms, machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, and other elements of the foregoing) which is distributed or otherwise made available by AI21 at https://huggingface.co/ai21labs/AI21-Jamba-1.5-Mini and https://huggingface.co/ai21labs/AI21-Jamba-1.5-Large, via AI21's website (https://www.ai21.com/), or via any other online resource, in each case regardless of the source that You obtained it from.
"Jamba Materials" means, collectively, Jamba and the Documentation (and any portion thereof) made available under this Agreement.
"Outputs" means any output or other results generated by Your use of Jamba or any Derivative.
2. LICENSE AND INTELLECTUAL PROPERTY RIGHTS
a. Your License. Subject to the terms and conditions of this Agreement, AI21 hereby grants You, during the term of this Agreement, a personal, non-exclusive, revocable, non-sublicensable, worldwide, non-transferable and royalty-free limited license, under AI21's intellectual property or other rights owned by AI21 embodied in the Jamba Materials, to use, reproduce, distribute, modify, and create Derivatives of, Jamba (collectively, the "Your License").
However, if at any time You and/or Your affiliate(s), whether individually or in aggregate, generate more than fifty million US Dollars (USD $50,000,000) in annual revenue (or the equivalent thereof in Your local currency), regardless of whether that revenue is generated directly or indirectly from the Jamba Materials or Derivatives, then You may not exercise Your License for any purpose that is primarily intended for commercial advantage or monetary compensation to You or others, such as (i) creating, modifying, or distributing Your product or service, including via a hosted service or application programming interface, or (ii) for Your business's or organization's internal operations; and, if You do exercise Your License for any such purposes, this Agreement will automatically terminate.
b. License Conditions. As a condition to Your License:
i. If You distribute or otherwise make available to a third party any Jamba Materials, any Derivative, and/or any product or service that incorporates or uses any portion of either of them, You must: (A) impose on such third party the provisions (and provide it with a copy) of this Agreement (and any additional or different terms and conditions You impose on that third party must not conflict or be inconsistent with the provisions of this Agreement, and, in the event of a conflict or inconsistency, the provisions of this Agreement shall prevail over any such additional or different terms and conditions); and (B) retain the following attribution notice within a "Notice" text file distributed as a part of such copies: "This Jamba Model is licensed under the Jamba Open Model License Agreement, Copyright © AI21 Labs Ltd. All Rights Reserved";
ii. If You create a Derivative, You may add Your own attribution notice(s) to the "Notice" text file included with that Derivative, provided that You clearly indicate which attributions apply to the Jamba Materials and state in the "Notice" text file that You changed the Jamba Materials and how it was modified;
iii. If You use Jamba Materials to create, train, fine tune, or otherwise improve an artificial intelligence (AI) model, which is distributed or otherwise made available, You must include "Jamba" at the beginning of any such AI model name; and
iv. You must use Jamba Materials, Derivatives, and any Outputs in compliance with all applicable laws and regulations, as well as the Jamba Open Model Acceptable Use Policy (currently available at https://www.ai21.com/licenses/jamba-open-model-license) ("Acceptable Use Policy"), which is hereby incorporated by reference into this Agreement.
c. No Trademark License. No trademark (or similar branding right) licenses are granted to You in connection with Jamba Materials, Derivatives, or this Agreement.
d. Ownership of Jamba Materials and Your Derivatives. AI21 (and/or its licensors) is and shall be the exclusive owner of all right, title, and interest (including without limitation all intellectual property rights) in and to the Jamba Materials and any Derivatives made by or for AI21, and any rights not expressly granted to You under this Agreement are hereby reserved by AI21 and its licensors. Subject to the foregoing, with respect to any Derivatives that are made by You, as between You and AI21, You are and will be the owner of such Derivatives.
e. Ownership of Outputs. AI21 claims no ownership rights in Outputs. You are responsible for Outputs and their subsequent uses.
The term of this Agreement commences on the Effective Date and continues in full force and effect until terminated in accordance with the provisions of this Agreement. AI21 may terminate this Agreement if You are in breach of any term or condition of this Agreement. If You institute litigation or other proceedings against AI21 or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that any Jamba Materials, Derivatives, or Outputs constitutes infringement of intellectual property rights (or other proprietary rights) owned or licensable by You, then Your License shall automatically terminate as of the date such litigation or claim is filed or instituted.
Upon termination of this Agreement, Your License automatically terminates, and You shall cease all access and use of Jamba Materials and any Derivatives, as well as permanently erase all copies thereof. Section 2(d)-(f), as well as Sections 3 through 5 shall survive termination of this Agreement
4. LIABILITY
a. Disclaimer. UNLESS REQUIRED BY APPLICABLE LAW, JAMBA MATERIALS AND ANY OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS, AND WITHOUTWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE) WHICH ARE HEREBY DISCLAIMED BY AI21 AND ITS LICENSORS. Your use and distribution of Jamba Materials, Derivatives, and Outputs are at Your sole risk, and You are solely responsible for determining the appropriateness of using or distributing Jamba Materials, Derivatives, and any Outputs.
b. Limitation of Liability. NEITHER AI21 NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER (SUCH AS DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; SUCH AS LOST PROFITS, BUSINESS, OPPORTUNITY, SAVINGS; OR SUCH AS LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL) UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT. TO THE EXTENT ANY COURT OF COMPETENT JURISDICTION DOES NOT ALLOW THE EXCLUSION OF DIRECT DAMAGES, THEN IN RESPECT OF SUCH JURISDICTION AI21'S AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL BE CAPPED AT FIVE US DOLLARS (USD $5). The foregoing exclusions and limitations shall apply: (a) to the maximum extent permitted by applicable law; (b) even if AI21 was aware of the possibility of losses or damages; (b) even if any remedy in this Agreement fails of its essential purpose; and (c) regardless of the theory or basis of liability, and whether in contract, tort (including without limitation for negligence or breach of statutory duty), misrepresentation, indemnity, restitution, or otherwise.
c. Indemnity. You will indemnify and hold harmless AI21 and its affiliates from and against any and all losses, liabilities, judgments, damages, costs, and expenses (including reasonable attorney's fees) incurred or suffered in connection with any third party claim arising out of or related to Your use or distribution of any Jamba Materials, Derivatives, or Outputs.
5. MISCELLANEOUS
This Agreement is the entire agreement (and supersedes all prior agreements) of the parties regarding its subject matter. A waiver by AI21 must be in a signed writing to be valid (and failure to enforce any provision of this Agreement, shall not be deemed a waiver thereof). AI21 may assign this Agreement (or any of its rights and/or obligations hereunder) without Your consent, and without notice or obligation to You. The relationship of the parties is solely that of independent contractors. You represent and warrant that You are not a resident of (and You will not use Jamba Materials, Derivatives, or Outputs in) a country that the U.S. government has embargoed for use of such items, and that You will comply with all applicable export, import, trade and economic sanctions laws and regulations, as amended (including without limitation U.S. Export Administration Regulations and Office of Foreign Assets Control regulations). Moreover, if You are a governmental or quasi-governmental entity (or an agency, instrumentality, or political subdivision of such entity), no license is granted to you pursuant to this Agreement, and if You want to access or use any Jamba Materials You must request a license from AI21, which AI21 may grant to You in its sole discretion. This Agreement will be governed by, 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 shall not apply to this Agreement. The courts of Santa Clara County, California shall have exclusive jurisdiction of any claims or dispute arising out of this Agreement; provided, however, that AI21 may seek injunctive (and other equitable) relief in any court worldwide of competent jurisdiction.
