LICENSE

Octopus V4 License

Octopus 4 Version Release Date: April 30, 2024

‍“Agreement” means the terms and conditions for use, reproduction, distribution and modification of the Octopus Materials set forth herein.

‍“Documentation” means the specifications, manuals and documentation accompanying Octopus 4 distributed by Nexa AI at https://www.nexa4ai.com/
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‍“Licensee” or “you” means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity’s behalf), of the age required under applicable laws, rules or regulations to provide legal consent and that has legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf.

‍“Octopus 4” means the foundational large language models, functional token methodology and software and algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code and other elements of the foregoing distributed by Nexa AI at https://www.nexa4ai.com/.

‍“Octopus Materials” means, collectively, Nexa AI’s proprietary Octopus 4 and Documentation (and any portion thereof) made available under this Agreement.

‍“Nexa AI” or “we” means Nexa AI Ireland Limited (if you are located in or, if you are an entity, your principal place of business is in the EEA or Switzerland) and Nexa AI, Inc. (if you are located outside of the EEA or Switzerland).

By clicking “I Accept” below or by using or distributing any portion or element of the Octopus Materials, you agree to be bound by this Agreement.

‍1. License Rights and Redistribution.
‍a. Grant of Rights. You are granted a non-exclusive, worldwide, non-transferable and royalty-free limited license under Nexa AI’s intellectual property or other rights owned by Nexa AI embodied in the Octopus Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Octopus Materials.

b. Redistribution and Use.
i. If you distribute or make the Octopus Materials, or any derivative works thereof, available to a third party, you shall provide a copy of this Agreement to such third party.
ii. If you receive Octopus Materials, or any derivative works thereof, from a Licensee as part of an integrated end user product, then Section 2 of this Agreement will not apply to you.
iii. You must retain in all copies of the Octopus Materials that you distribute the following attribution notice within a “Notice” text file distributed as a part of such copies: “Octopus 4 is licensed under the Octopus 4 Community License, Copyright © Nexa AI, Inc. All Rights Reserved.”
iv. Your use of the Octopus Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy for the Octopus Materials (available at https://www.nexa4ai.com/), which is hereby incorporated by reference into this Agreement.
v. You will not use the Octopus Materials or any output or results of the Octopus Materials to improve any other large language model (excluding Octopus 4 or derivative works thereof).

2. Additional Commercial Terms. If, on the Octopus 4 version release date, the monthly active users of the products or services made available by or for Licensee, or Licensee’s affiliates, is greater than 100 thousand monthly active users in the preceding calendar month, you must request a license from Nexa AI, which Nexa AI may grant to you in its sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until Nexa AI otherwise expressly grants you such rights.

3. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE OCTOPUS 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 OF USING OR REDISTRIBUTING THE OCTOPUS MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE NEXA AI MATERIALS AND ANY OUTPUT AND RESULTS.

4. Limitation of Liability. IN NO EVENT WILL NEXA 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 INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF NEXA AI OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

5. Intellectual Property.
‍a. No trademark licenses are granted under this Agreement, and in connection with the Octopus Materials, neither NEXA AI nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the Octopus Materials.
b. Subject to Nexa AI’s ownership of Octopus Materials and derivatives made by or for Nexa AI, with respect to any derivative works and modifications of the Octopus Materials that are made by you, as between you and Nexa AI, you are and will be the owner of such derivative works and modifications.
c. If you institute litigation or other proceedings against Nexa AI or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Octopus Materials or Octopus 4 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 Nexa AI from and against any claim by any third party arising out of or related to your use or distribution of the Octopus Materials.

6. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the Octopus Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Nexa 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 the Octopus Materials. Sections 3, 4 and 7 shall survive the termination of this Agreement.

7. Governing Law and Jurisdiction. This Agreement will be governed 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 does not apply to this Agreement. The courts of California shall have exclusive jurisdiction of any dispute arising out of this Agreement.