| Stability AI Non-Commercial License Agreement |
| Last Updated: February 20, 2025 |
| I. INTRODUCTION |
| This Stability AI Non-Commercial License Agreement (the “Agreement”) applies to any individual person or entity (“You”, “Your” or “Licensee”) that uses or distributes any portion or element of the Stability AI Materials or Derivative Works thereof for any Research & Non-Commercial use. Capitalized terms not otherwise defined herein are defined in Section IV below. |
| This Agreement is intended to allow research and non-commercial uses of the Model free of charge. |
| By clicking “I Accept” or by using or distributing or using any portion or element of the Stability Materials or Derivative Works, You agree that You have read, understood and are bound by the terms of this Agreement. If You are acting on behalf of a company, organization or other entity, then “You” includes you and that entity, and You agree that You: (i) are an authorized representative of such entity with the authority to bind such entity to this Agreement, and (ii) You agree to the terms of this Agreement on that entity’s behalf. |
| II. RESEARCH & NON-COMMERCIAL USE LICENSE |
| Subject to the terms of this Agreement, Stability AI grants You a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable and royalty-free limited license under Stability AI’s intellectual property or other rights owned by Stability AI embodied in the Stability AI Materials to use, reproduce, distribute, and create Derivative Works of, and make modifications to, the Stability AI Materials for any Research or Non-Commercial Purpose. “Research Purpose” means academic or scientific advancement, and in each case, is not primarily intended for commercial advantage or monetary compensation to You or others. “Non-Commercial Purpose” means any purpose other than a Research Purpose that is not primarily intended for commercial advantage or monetary compensation to You or others, such as personal use (i.e., hobbyist) or evaluation and testing. |
| III. GENERAL TERMS |
| Your Research or Non-Commercial license under this Agreement is subject to the following terms. |
| a. Distribution & Attribution. If You distribute or make available the Stability AI Materials or a Derivative Work to a third party, or a product or service that uses any portion of them, You shall: (i) provide a copy of this Agreement to that third party, (ii) retain the following attribution notice within a "Notice" text file distributed as a part of such copies: "This Stability AI Model is licensed under the Stability AI Non-Commercial License, Copyright © Stability AI Ltd. All Rights Reserved”, and (iii) prominently display “Powered by Stability AI” on a related website, user interface, blogpost, about page, or product documentation. If You create a Derivative Work, You may add your own attribution notice(s) to the “Notice” text file included with that Derivative Work, provided that You clearly indicate which attributions apply to the Stability AI Materials and state in the “Notice” text file that You changed the Stability AI Materials and how it was modified. |
| b. Use Restrictions. Your use of the Stability AI Materials and Derivative Works, including any output or results of the Stability AI Materials or Derivative Works, must comply with applicable laws and regulations (including Trade Control Laws and equivalent regulations) and adhere to the Documentation and Stability AI’s AUP, which is hereby incorporated by reference. Furthermore, You will not use the Stability AI Materials or Derivative Works, or any output or results of the Stability AI Materials or Derivative Works, to create or improve any foundational generative AI model (excluding the Model or Derivative Works). |
| c. Intellectual Property. |
| (i) Trademark License. No trademark licenses are granted under this Agreement, and in connection with the Stability AI Materials or Derivative Works, You may not use any name or mark owned by or associated with Stability AI or any of its Affiliates, except as required under Section IV(a) herein. |
| (ii) Ownership of Derivative Works. As between You and Stability AI, You are the owner of Derivative Works You create, subject to Stability AI’s ownership of the Stability AI Materials and any Derivative Works made by or for Stability AI. |
| (iii) Ownership of Outputs. As between You and Stability AI, You own any outputs generated from the Model or Derivative Works to the extent permitted by applicable law. |
| (iv) Disputes. If You or Your Affiliate(s) institute litigation or other proceedings against Stability AI (including a cross-claim or counterclaim in a lawsuit) alleging that the Stability AI Materials, Derivative Works or associated outputs or results, or any portion of any of the foregoing, constitutes infringement of intellectual property or other rights owned or licensable by You, then any licenses granted to You under this Agreement shall terminate as of the date such litigation or claim is filed or instituted. You will indemnify and hold harmless Stability AI from and against any claim by any third party arising out of or related to Your use or distribution of the Stability AI Materials or Derivative Works in violation of this Agreement. |
| (v) Feedback. From time to time, You may provide Stability AI with verbal and/or written suggestions, comments or other feedback related to Stability AI’s existing or prospective technology, products or services (collectively, “Feedback”). You are not obligated to provide Stability AI with Feedback, but to the extent that You do, You hereby grant Stability AI a perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable, non-exclusive, worldwide right and license to exploit the Feedback in any manner without restriction. Your Feedback is provided “AS IS” and You make no warranties whatsoever about any Feedback. |
| d. Disclaimer Of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE STABILITY AI MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR 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 OR LAWFULNESS OF USING OR REDISTRIBUTING THE STABILITY AI MATERIALS, DERIVATIVE WORKS OR ANY OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE STABILITY AI MATERIALS, DERIVATIVE WORKS AND ANY OUTPUT AND RESULTS. |
| e. Limitation Of Liability. IN NO EVENT WILL STABILITY AI 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 DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF STABILITY AI OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. |
| f. Term And Termination. The term of this Agreement will commence upon Your acceptance of this Agreement or access to the Stability AI Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Stability AI may terminate this Agreement if You are in breach of any term or condition of this Agreement. Upon termination of this Agreement, You shall delete and cease use of any Stability AI Materials or Derivative Works. Section III(d), (e), and (g) shall survive the termination of this Agreement. |
| g. Governing Law. This Agreement will be governed by and constructed in accordance with the laws of the United States and the State of California without regard to choice of law principles, and the UN Convention on Contracts for International Sale of Goods does not apply to this Agreement. |
| IV. DEFINITIONS |
| “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; for purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. |
| “AUP” means the Stability AI Acceptable Use Policy available at https://stability.ai/use-policy, as may be updated from time to time. |
| "Derivative Work(s)” means (a) any derivative work of the Stability AI Materials as recognized by U.S. copyright laws and (b) any modifications to a Model, and any other model created which is based on or derived from the Model or the Model’s output, including “fine tune” and “low-rank adaptation” models derived from a Model or a Model’s output, but do not include the output of any Model. |
| “Documentation” means any specifications, manuals, documentation, and other written information provided by Stability AI related to the Software or Model. |
| “Model” means Stability AI’s Stable Views model. |
| "Stability AI" or "we" means Stability AI Ltd. and its Affiliates. |
| "Software" means Stability AI’s proprietary software made available under this Agreement now or in the future. |
| “Stability AI Materials” means, collectively, Stability’s proprietary Model, Software and Documentation (and any portion or combination thereof) made available under this Agreement. |
| “Trade Control Laws” means any applicable U.S. and non-U.S. export control and trade sanctions laws and regulations. |
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