| EXAONE AI Model License Agreement 1.0 - NC | |
| This License Agreement (“Agreement”) is entered into between you (“Licensee”) and LG Management Development | |
| Institute Co., Ltd. (“Licensor”), governing the use of the EXAONE AI Model (“Model”). By downloading, | |
| installing, copying, or using the Model, you agree to comply with and be bound by the terms of this Agreement. | |
| If you do not agree to all the terms, you must not download, install, copy, or use the Model. This Agreement | |
| constitutes a binding legal agreement between the Licensee and Licensor. | |
| 1. Definitions | |
| 1.1 Model: The artificial intelligence model provided by Licensor, which includes any software, | |
| algorithms, machine learning models, or related components supplied by Licensor. This definition extends | |
| to encompass all updates, enhancements, improvements, bug fixes, patches, or other modifications that | |
| may be provided by Licensor from time to time, whether automatically or manually implemented. | |
| 1.2 Derivatives: Any modifications, alterations, enhancements, improvements, adaptations, or derivative | |
| works of the Model created by Licensee or any third party. This includes changes made to the Model's | |
| architecture, parameters, data processing methods, or any other aspect of the Model that results in a | |
| modification of its functionality or output. | |
| 1.3 Output: Any data, results, content, predictions, analyses, insights, or other materials generated by | |
| the Model or Derivatives, regardless of whether they are in their original form or have been further | |
| processed or modified by the Licensee. This includes, but is not limited to, textual or numerical produced | |
| directly or indirectly through the use of the Model. | |
| 1.4 Licensor: LG Management Development Institute Co., Ltd., the owner, developer, and provider of the | |
| EXAONE AI Model. The Licensor holds all rights, title, and interest in the Model and is responsible for | |
| granting licenses to use the Model under the terms specified in this Agreement. | |
| 1.5 Licensee: The individual, organization, corporation, academic institution, government agency, or other | |
| entity using or intending to use the Model under the terms and conditions of this Agreement. The Licensee | |
| is responsible for ensuring compliance with the Agreement by all authorized users who access or utilize | |
| the Model on behalf of the Licensee. | |
| 2. License Grant | |
| 2.1 Grant of License: Subject to the terms and conditions outlined in this Agreement, the Licensor hereby | |
| grants the Licensee a limited, non-exclusive, non-transferable, worldwide, and revocable license to: | |
| a. Access, download, install, and use the Model solely for internal research purposes. This includes | |
| evaluation, testing, academic research, experimentation, and participation in competitions, provided | |
| that such participation is in a non-commercial context. Notwithstanding Section 3.1, the Licensee may | |
| only provide the Model or Derivatives for a competition if no license is granted to the competition | |
| organizer or any third party. | |
| b. Publicly disclose research results and findings derived from the use of the Model or Derivatives, | |
| including publishing papers or presentations, but may not distribute, share, or otherwise make the | |
| Model or any Derivatives available to third parties. When publishing or presenting, only a minimal | |
| amount of Output necessary for disclosing research results should be made public. | |
| c. Modify the Model and create Derivatives based on the Model, provided that such modifications and | |
| Derivatives are used exclusively for internal research purposes. The Licensee may conduct experiments, | |
| perform analyses, and apply custom modifications to the Model to explore its capabilities and | |
| performance under various scenarios. | |
| 2.2 Scope of License: The license granted herein does not authorize the Licensee to use the Model for any | |
| purpose not explicitly permitted under this Agreement. Any use beyond the scope of this license, including | |
| any commercial application or external distribution, is strictly prohibited unless explicitly agreed upon | |
| in writing by the Licensor. | |
| 3. Restrictions | |
| 3.1 Sublicensing and Distribution: The Licensee shall not sublicense, sell, rent, lease, distribute, | |
| disclose, or otherwise transfer the Model, any Derivatives, or any Output to any third party, except as | |
| permitted in Section 2.1. This prohibition extends to making the Model available as part of a service, | |
| product, or solution offered to others, whether for free or for compensation. | |
| 3.2 Commercial Use: The Licensee is expressly prohibited from using the Model, Derivatives, or Output for | |
| any commercial purposes, including but not limited to, developing or deploying products, services, or | |
| applications that generate revenue, whether directly or indirectly. Any commercial exploitation of the | |
| Model or its derivatives requires a separate commercial license agreement with the Licensor. Furthermore, | |
| the Licensee shall not use the Model, Derivatives or Output to develop or improve other models. | |
| 3.3 Reverse Engineering: The Licensee shall not decompile, disassemble, reverse engineer, or attempt to | |
| derive the source code, underlying ideas, algorithms, or structure of the Model, except to the extent that | |
| such activities are expressly permitted by applicable law. Any attempt to bypass or circumvent | |
| technological protection measures applied to the Model is strictly prohibited. | |
| 3.4 Unlawful Use: The Licensee shall not use the Model and Derivatives for any illegal, fraudulent, or | |
| unauthorized activities, nor for any purpose that violates applicable laws or regulations. This includes | |
| but is not limited to the creation, distribution, or dissemination of malicious, deceptive, or unlawful | |
| content. | |
| 3.5 Ethical Use: The Licensee shall ensure that the Model or Derivatives is used in an ethical and | |
| responsible manner, adhering to the following guidelines: | |
| a. The Model and Derivatives shall not be used to generate, propagate, or amplify false, misleading, | |
| or harmful information, including fake news, misinformation, or disinformation. | |
| b. The Model and Derivatives shall not be employed to create, distribute, or promote content that is | |
| discriminatory, harassing, defamatory, abusive, or otherwise offensive to individuals or groups based | |
| on race, gender, sexual orientation, religion, nationality, or other protected characteristics. | |
| c. The Model and Derivatives shall not infringe on the rights of others, including intellectual | |
| property rights, privacy rights, or any other rights recognized by law. The Licensee shall obtain all | |
| necessary permissions and consents before using the Model and Derivatives in a manner that may impact | |
| the rights of third parties. | |
| d. The Model and Derivatives shall not be used in a way that causes harm, whether physical, mental, | |
| emotional, or financial, to individuals, organizations, or communities. The Licensee shall take all | |
| reasonable measures to prevent misuse or abuse of the Model and Derivatives that could result in harm | |
| or injury. | |
| 4. Ownership | |
| 4.1 Intellectual Property: All rights, title, and interest in and to the Model, including any | |
| modifications, Derivatives, and associated documentation, are and shall remain the exclusive property of | |
| the Licensor. The Licensee acknowledges that this Agreement does not transfer any ownership rights to the | |
| Licensee. All trademarks, service marks, and logos associated with the Model are the property of the | |
| Licensor. | |
| 4.2 Output: All rights, title, and interest in and to the Output generated by the Model, whether in its | |
| original form or modified, are and shall remain the exclusive property of the Licensor. The Licensee shall | |
| not claim ownership of the Output except as expressly provided in this Agreement. The Licensee may use the | |
| Output solely for the purposes permitted under this Agreement and shall not exploit the Output for | |
| unauthorized or commercial purposes. | |
| 4.3 Attribution: In any publication or presentation of results obtained using the Model, the Licensee | |
| shall provide appropriate attribution to the Licensor, citing the Model's name and version, along with any | |
| relevant documentation or references specified by the Licensor. | |
| 5. No Warranty | |
| 5.1 “As-Is” Basis: The Model, Derivatives, and Output are provided on an “as-is” and “as-available” basis, | |
| without any warranties or representations of any kind, whether express, implied, or statutory. The | |
| Licensor disclaims all warranties, including but not limited to, implied warranties of merchantability, | |
| fitness for a particular purpose, accuracy, reliability, non-infringement, or any warranty arising from | |
| the course of dealing or usage of trade. | |
| 5.2 Performance and Reliability: The Licensor does not warrant or guarantee that the Model, Derivatives or | |
| Output will meet the Licensee’s requirements, that the operation of the Model, Derivatives or Output will | |
| be uninterrupted or error-free, or that defects in the Model will be corrected. The Licensee acknowledges | |
| that the use of the Model, Derivatives or Output is at its own risk and that the Model, Derivatives or | |
| Output may contain bugs, errors, or other limitations. | |
| 5.3 No Endorsement: The Licensor does not endorse, approve, or certify any results, conclusions, or | |
| recommendations derived from the use of the Model. The Licensee is solely responsible for evaluating the | |
| accuracy, reliability, and suitability of the Model for its intended purposes. | |
| 6. Limitation of Liability | |
| 6.1 No Liability for Damages: To the fullest extent permitted by applicable law, in no event shall the | |
| Licensor be liable for any special, incidental, indirect, consequential, exemplary, or punitive damages, | |
| including but not limited to, damages for loss of business profits, business interruption, loss of | |
| business information, loss of data, or any other pecuniary or non-pecuniary loss arising out of or in | |
| connection with the use or inability to use the Model, Derivatives or any Output, even if the Licensor has | |
| been advised of the possibility of such damages. | |
| 6.2 Indemnification: The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its | |
| affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, | |
| losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the | |
| Licensee's use of the Model, any Derivatives, or any Output, including any violation of this Agreement or | |
| applicable laws. | |
| 7. Termination | |
| 7.1 Termination by Licensor: The Licensor reserves the right to terminate this Agreement and revoke the | |
| Licensee’s rights to use the Model at any time, with or without cause, and without prior notice if the | |
| Licensee breaches any of the terms or conditions of this Agreement. Termination shall be effective | |
| immediately upon notice. | |
| 7.2 Effect of Termination: Upon termination of this Agreement, the Licensee must immediately cease all use | |
| of the Model, Derivatives, and Output and destroy all copies of the Model, Derivatives, and Output in its | |
| possession or control, including any backup or archival copies. The Licensee shall certify in writing to | |
| the Licensor that such destruction has been completed. | |
| 7.3 Survival: The provisions of this Agreement that by their nature should survive termination, including | |
| but not limited to, Sections 4 (Ownership), 5 (No Warranty), 6 (Limitation of Liability), and this | |
| Section 7 (Termination), shall continue to apply after termination. | |
| 8. Governing Law | |
| 8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the | |
| Republic of Korea, without regard to its conflict of laws principles. | |
| 8.2 Arbitration: Any disputes, controversies, or claims arising out of or relating to this Agreement, | |
| including its existence, validity, interpretation, performance, breach, or termination, shall be referred | |
| to and finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB) in | |
| accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board in force at | |
| the time of the commencement of the arbitration. The seat of arbitration shall be Seoul, Republic of | |
| Korea. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. | |
| 9. Alterations | |
| 9.1 Modifications: The Licensor reserves the right to modify or amend this Agreement at any time, in its | |
| sole discretion. Any modifications will be effective upon posting the updated Agreement on the Licensor’s | |
| website or through other means of communication. The Licensee is responsible for reviewing the Agreement | |
| periodically for changes. Continued use of the Model after any modifications have been made constitutes | |
| acceptance of the revised Agreement. | |
| 9.2 Entire Agreement: This Agreement constitutes the entire agreement between the Licensee and Licensor | |
| concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written | |
| agreements, representations, or understandings. Any terms or conditions of any purchase order or other | |
| document submitted by the Licensee in connection with the Model that are in addition to, different from, | |
| or inconsistent with the terms and conditions of this Agreement are not binding on the Licensor and are | |
| void. | |
| By downloading, installing, or using the EXAONE AI Model, the Licensee acknowledges that it has read, | |
| understood, and agrees to be bound by the terms and conditions of this Agreement. |