~~~
Generated on: 2024-10-02 11:06:50.946000+00:00
License ID: cc59d322-d150-491b-a72e-183492783d6a
License Template Version: cfdfad24589013bace51f03eb06cb0f461bc12e5
~~~

### **FactorizePhys RESEARCH-ONLY RAIL-MS**

Licensed Artifact(s):

   - Model

   - Source Code


**Section I: PREAMBLE**

This Research-Only RAIL License is generally applicable to the Artifact(s) identified above. 

For valuable consideration, You and Licensor agree as follows:

**1. Definitions**

(a) "**Application**" refers to a sequence of instructions or statements written in machine code language, including object code (that is the product of a compiler), binary code (data using a two-symbol system) or an intermediate language (such as register transfer language).

(b) "**Artifact**" refers to a software application (in either binary or source code format), Model, and/or Source Code, in accordance with what is specified above as the "Licensed Artifact".

(c) "**Contribution**" means any work, including any modifications or additions to an Artifact, that is intentionally submitted to Licensor for inclusion or incorporation in the Artifact directly or indirectly by the rights 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, sharing and improving the Artifact, but excluding communication that is conspicuously marked or otherwise designated in writing by the contributor as "**Not a Contribution.**"

(d) "**Contributor**" means Licensor or any other individual or legal entity that creates or owns a Contribution that is added to or incorporated into an Artifact or its Derivative.

(e) **"Data"** means a collection of information and/or content extracted from the dataset used with a given Model, including to train, pretrain, or otherwise evaluate the Model. The Data is not licensed under this License.

(f) **"Derivative**" means a work derived from or based upon an Artifact, and includes all modified versions of such Artifact.

(g) **"Distribution"** means any transmission, reproduction, publication or other sharing of an Artifact or Derivative to a third party, including providing a hosted service incorporating the Artifact, which is made available by electronic or other remote means - e.g. API-based or web access.

(h) "**Harm**" includes but is not limited to physical, mental, psychological, financial and reputational damage, pain, or loss.

(i) "**License**" means the terms and conditions for use, reproduction, and Distribution as defined in this document.

(j) "**Licensor**" means the rights owner (by virtue of creation or documented transfer of ownership) or entity authorized by the rights owner (e.g., exclusive licensee) that is granting the rights in this License.

(k) "**Model**" means any machine-learning based assembly or assemblies (including checkpoints), consisting of learnt weights, parameters (including optimizer states), corresponding to the model architecture as embodied in the Source Code.

(l) **"Output"** means the results of operating a Model as embodied in informational content resulting therefrom.

(m) "**Permitted Purpose**" means for academic or research purposes only.

(n) "**Source Code**" means any collection of text written using human-readable programming language, including the code and scripts used to define, run, load, benchmark or evaluate a Model or any component thereof, and/or used to prepare data for training or evaluation, if any. Source Code includes any accompanying documentation, tutorials, examples, etc, if any. For clarity, the term "Source Code" as used in this License includes any and all Derivatives of such Source Code.

(o) "**Third Parties**" means individuals or legal entities that are not under common control with Licensor or You.

(p) **"Use"** includes accessing, using, copying, modifying, and/or distributing an Artifact; in connection with a Model as Artifact, Use also includes creating content, fine-tuning, updating, running, training, evaluating and/or re-parametrizing such Model.

(q) "**You**" (or "**Your**") means an individual or legal entity receiving and exercising permissions granted by this License and/or making use of the Artifact for permitted purposes and in any permitted field of use, including usage of the Artifact in an end-use application - e.g. chatbot, translator, image generator, etc.

**Section II: INTELLECTUAL PROPERTY RIGHTS**

Both copyright and patent grants may apply to the Artifact. The Artifact is subject to additional terms as described in Section III below, which govern the use of the Artifact in the event that Section II is held unenforceable or inapplicable.

**2. Grant of Copyright License**. Conditioned upon compliance with Section III below and subject to the terms and conditions of this License, each Contributor hereby grants to You, only in connection with the Permitted Purpose, a worldwide, non-exclusive, royalty-free copyright license to reproduce, use, publicly display, publicly perform, sublicense, and distribute the Artifact and Derivatives thereof.

**3. Grant of Patent License**. Conditioned upon compliance with Section III below and subject to the terms and conditions of this License, and only where and as applicable, each Contributor hereby grants to You, only in connection with the Permitted Purpose, a worldwide, non-exclusive, royalty-free, irrevocable (except as stated in this paragraph) patent license to make, have made, use, sell, offer to sell, import, and otherwise transfer the Artifact 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 Artifact 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 Artifact and/or a Contribution incorporated within the Artifact constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License in connection with the Artifact shall terminate as of the date such litigation is asserted or filed.

Licensor and Contributor each have the right to grant the licenses above.

**Section III: CONDITIONS OF USAGE, DISTRIBUTION AND REDISTRIBUTION**

**4. Use-based restrictions.** The restrictions set forth in Attachment A are mandatory Use-based restrictions. Therefore You may not Use the Artifact in violation of such restrictions. You may Use the Artifact only subject to this License. You shall require all of Your users who use the Artifact or its Derivative to comply with the terms of this paragraph and only for the Permitted Purpose.

**5. The Output You Generate with a Model (as Artfact).** Except as set forth herein, Licensor claims no rights in the Output You generate. You are accountable for the Output You generate and its subsequent uses. No use of the Output may contravene any provision as stated in this License.

**6. Distribution and Redistribution**. You may host for Third Party remote access purposes (e.g. software-as-a-service), reproduce and distribute copies of the Artifact or its Derivatives in any medium, with or without modifications, provided that You meet the following conditions:

1. Use-based restrictions in paragraph 4 MUST be included as a condition precedent to effect any type of legal agreement (e.g. a license) governing the use and/or distribution of the Artifact or its Derivatives, and You shall give such notice to any subsequent Third Party recipients;
2. You shall give any Third Party recipients of the Artifact or its Derivatives a copy of this License;
3. You shall cause any modified files to carry prominent notices stating that You changed the files;
4. You shall retain all copyright, patent, trademark, and attribution notices excluding those notices that do not pertain to any part of the Artifact or its Derivatives.
5. You and any Third Party recipients of the Artifact or its Derivative shall adhere to the Permitted Purpose.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions with respect to paragraph **6.1.,** to govern the use, reproduction, or Distribution of Your modifications, or for any Derivative, **provided that** Your use, reproduction, and Distribution of the Artifact or its Derivative otherwise complies with the conditions stated in this License. In other words, the Use-based restrictions in Attachment A form the minimum set of terms for You to license to Third Parties any Artifact or its Derivative, but You may add more restrictive terms if You deem it necessary.

**Section IV: OTHER PROVISIONS**

**7. Updates and Runtime Restrictions.** To the maximum extent permitted by law, Licensor reserves the right to restrict (remotely or otherwise) usage of the Artifact in violation of this License or update the Artifact through electronic means.

**8. Trademarks and related.** Nothing in this License permits You to make use of Licensors’ trademarks, trade names, logos or to otherwise suggest endorsement or misrepresent the relationship between the parties; and any rights not expressly granted herein are reserved by the Licensors.

**9. Disclaimer of Warranty**. Unless required by applicable law or agreed to in writing, Licensor provides the Artifact (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 the Artifact, and assume any risks associated with Your exercise of permissions under this License.

**10. Limitation of Liability**. 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 Artifact (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.** If any provision of this License is held to be invalid, illegal or unenforceable, the remaining provisions shall be unaffected thereby and remain valid as if such provision had not been set forth herein.

**12.** **Term and Termination.** The term of this License will commence upon the earlier of (a) Your acceptance of this License or (b) accessing the Artifact; and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Licensor may terminate this License 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 the Artifact. Section 10 shall survive the termination of this License.

END OF TERMS AND CONDITIONS

 

**Attachment A**

### **USE RESTRICTIONS**

You agree not to use the Artifact or its Derivatives in any of the following ways:


1. Discrimination

   (a) To discriminate or exploit individuals or groups based on legally protected characteristics and/or vulnerabilities.

   (b) For purposes of administration of justice, law enforcement, immigration, or asylum processes, such as predicting that a natural person will commit a crime or the likelihood thereof.

   (c) To engage in, promote, incite, or facilitate discrimination or other unlawful or harmful conduct in the provision of employment, employment benefits, credit, housing, or other essential goods and services.


2. Military

   (a) For weaponry or warfare.

   (b) For purposes of building or optimizing military weapons or in the service of nuclear proliferation or nuclear weapons technology.

   (c) For purposes of military surveillance, including any research or development relating to military surveillance.


3. Legal

   (a) To engage or enable fully automated decision-making that adversely impacts a natural person\'s legal rights without expressly and intelligibly disclosing the impact to such natural person and providing an appeal process.

   (b) To engage or enable fully automated decision-making that creates, modifies or terminates a binding, enforceable obligation between entities; whether these include natural persons or not.

   (c) In any way that violates any applicable national, federal, state, local or international law or regulation.


4. Disinformation

   (a) To create, present or disseminate verifiably false or misleading information for economic gain or to intentionally deceive the public, including creating false impersonations of natural persons.

   (b) To synthesize or modify a natural person\'s appearance, voice, or other individual characteristics, unless prior informed consent of said natural person is obtained.

   (c) To autonomously interact with a natural person, in text or audio format, unless disclosure and consent is given prior to interaction that the system engaging in the interaction is not a natural person.

   (d) To defame or harm a natural person\'s reputation, such as by generating, creating, promoting, or spreading defamatory content (statements, images, or other content).

   (e) To generate or disseminate information (including - but not limited to - images, code, posts, articles), and place the information in any public context without expressly and intelligibly disclaiming that the information and/or content is machine generated.


5. Privacy

   (a) To utilize personal information to infer additional personal information about a natural person, including but not limited to legally protected characteristics, vulnerabilities or categories; unless informed consent from the data subject to collect said inferred personal information for a stated purpose and defined duration is received.

   (b) To generate or disseminate personal identifiable information that can be used to harm an individual or to invade the personal privacy of an individual.

   (c) To engage in, promote, incite, or facilitate the harassment, abuse, threatening, or bullying of individuals or groups of individuals.


6. Health

   (a) To provide medical advice or make clinical decisions without necessary (external) accreditation of the system; unless the use is (i) in an internal research context with independent and accountable oversight and/or (ii) with medical professional oversight that is accompanied by any related compulsory certification and/or safety/quality standard for the implementation of the technology.

   (b) To provide medical advice and medical results interpretation without external, human validation of such advice or interpretation.

   (c) In connection with any activities that present a risk of death or bodily harm to individuals, including self-harm or harm to others, or in connection with regulated or controlled substances.

   (d) In connection with activities that present a risk of death or bodily harm to individuals, including inciting or promoting violence, abuse, or any infliction of bodily harm to an individual or group of individuals


7. General

   (a) To defame, disparage or otherwise harass others.

   (b) To Intentionally deceive or mislead others, including failing to appropriately disclose to end users any known dangers of your system.


8. Research

   (a) In connection with any academic dishonesty, including submitting any informational content or output of a Model as Your own work in any academic setting.
