bilibili Model Use License Agreement

By clicking “I agree” to this bilibili Model Use License Agreement (“this
Agreement”) , or by otherwise using any portion or element of the Model or
any Derivative Work, you will be deemed to have recognized and accepted the
content of this Agreement, which is effective immediately. If you do not agree
to this Agreement, you must immediately cease all use and permanently delete
the Model and any Derivative Works.

1. Definitions
1.1 “This Agreement”: means the bilibili Model Use License Agreement, including
all of its terms and conditions.
1.2 “We”, “us”, or “our”: means bilibili , the original right-holder
of the Model.
1.3 “You”: means any natural person or legal entity exercising rights granted
by this Agreement and/or using the Model for any purpose and in any field of
use.
1.4 “Model”: means the artificial-intelligence model named “bilibili indextts2”,
including but not limited to model weights and final code, in each case only
to the extent that such components are published by us at https://github.com/index-tts/index-tts.
1.5 “Derivative Work”: means any derivative of the Model, including without
limitation:
 (i) any modification of the Model, model outputs, or their derivatives;
 (ii) any work based on the Model, model outputs, or their derivatives; 
(iii) any other machine learning model which is created by re-training, fine-tuning,
quantizing, LoRA, parameter-efficient fine-tuning, or any other method involving
incremental weights or merged checkpoints, in each case based on the Model,
model outputs, or their derivatives.
1.6 “Use”: means downloading, copying, training, modifying, creating Derivative
Works, distributing, publishing, running, fine-tuning, publicly displaying,
communicating to the public, or otherwise exploiting the Model or any Derivative
Work.

2. Scope of License and Restrictions
2.1 Subject to the terms and conditions of this Agreement, we grant you a worldwide,
non-exclusive, non-transferable, royalty-free limited license to Use the Model
or any Derivative Work based on the intellectual properties or other rights
owned by Us embodied in the Model or any Derivative Work.
2.2 If You intend to Use, or have already Used, the Model or any Derivative
Work, and either (i) your or any of your Affiliates’ products or services
had more than 100 million monthly active users in the immediately preceding
calendar month, or (ii) your or any of your Affiliates’ annual revenue in
the immediately preceding calendar year exceeded RMB 1 billion, You must request
a separated license from us, which We may grant to You in our sole discretion.
You are not authorized to exercise any of the rights under this Agreement unless
and until We have expressly granted You such rights in writing.
2.3 This Agreement is an open-source license for the Model in which we possess
intellectual properties and other rights. It governs your Use of the Model only
and does not limit any rights that we have regarding the Model.

3. Disclaimer and Risk Allocation
3.1 The Model and any outputs generated thereby are provided “AS IS,” without
warranty of any kind, express or implied, including but not limited to warranties
of merchantability, fitness for a particular purpose, non-infringement, absence
of errors or omissions, continuity, accuracy, reliability, or stability. You
are solely responsible for determining the appropriateness of using or redistributing
the Model and assume all risks associated with exercising any rights granted
under this Agreement.
3.2 You shall bear sole responsibility for any infringement, illegality, breach
of contract, damages, fines, regulatory investigations, or other liabilities
(including, without limitation, infringement of third-party patents, copyrights,
trademarks, trade secrets, personality rights, data-protection rights, or any
other rights) arising out of or related to your Use of the Model or any outputs
generated thereby. We assume no joint, several, supplementary, or advance payment
liability.
3.3 Under no circumstances shall we be liable to you or any third party for
any direct, indirect, incidental, special, punitive, or consequential damages
(including, without limitation, loss of data, business interruption, or loss
of profits) arising out of or related to the Use of the Model, even if we have
been advised of the possibility of such damages.
3.4 Additional Obligations for You and Downstream Recipients
a) You must ensure that any downstream recipient of the Model or any Derivative
Work that you distribute complies with this Agreement, and you must impose appropriate
contractual terms on such downstream recipients. If any downstream recipient
breaches this Agreement, you shall be responsible for the consequences thereof.
b) You must retain all original copyright notices and a copy of this Agreement
in every copy of the Model or any Derivative Work that you Use.
c) You may not Use the bilibili indextts2 or any Derivative Work to improve
any AI model, except for the bilibili indextts2 itself, its Derivative Works,or
non-commercial AI models.

4. Compliance Obligations
4.1 Usage Restrictions
a) If you distribute a Derivative Work, you must clearly state in the distribution
page or accompanying documentation: “Any modifications made to the original
model in this Derivative Work are not endorsed, warranted, or guaranteed by
the original right-holder of the original model, and the original right-holder
disclaims all liability related to this Derivative Work.”
b) If your Use of the Model or any Derivative Work incorporates any third-party
data or weights, you must obtain all necessary authorizations on your own and
bear full responsibility for compliance.
c) You may not Use the Model or any Derivative Work for any purpose that violates
the laws or regulatory requirements of the jurisdiction where the outputs and/or
the Model are generated or used (including, without limitation, generating false
information, discriminatory content, or content that infringes privacy).
d) If the Model or any Derivative Work is capable of generating content, you
must ensure that such content does not violate the laws or regulatory requirements
of the applicable jurisdiction (including, without limitation, generating false
information, discriminatory content, or content that infringes privacy).
4.2 Prohibited High-Risk Use
You must ensure that the Model and any Derivative Work are not deployed, directly
or indirectly, in high-risk scenarios such as medical diagnosis, autonomous
driving, military applications, critical-infrastructure control, large-scale
biometric surveillance, or automated decision-making (e.g., credit or employment
evaluations). If you insist on such deployment, you must independently complete
all compliance obligations under applicable laws and regulations (including
but not limited to GDPR, CCPA, HIPAA, export-control laws, and AI-specific regulations),
and we shall bear no liability for any consequences arising therefrom.
4.3 Infringement Liability
Should any third party raise claims against you with respect to any Derivative
Work you develop or your Use of the Model or any Derivative Work, you shall
bear full and independent responsibility for defending against and resolving
such claims. If your actions cause us to incur any third-party claims, administrative
penalties, or other losses, you shall indemnify us for all losses we thereby
suffer, including but not limited to attorney fees, litigation costs, damages,
and fines, and shall take all necessary measures to eliminate any adverse impact
on us.

5. Reserved Rights
5.1 We reserve the right to revoke the license granted to you under this Agreement
in the event of your breach. Upon revocation, you must immediately cease all
Use and permanently delete all copies of the Model and any Derivative Work.
Sections 3 and 6 of this Agreement shall survive termination of this Agreement
under this circumstance.
5.2 Nothing in this Agreement grants you any right to use our trade names, trademarks,
service marks, or product names, except as reasonably and customarily required
to describe the origin of the Model or any Derivative Work—such as reproducing
the content of a NOTICE file under Section 3.4 of this Agreement.
5.3 If you or any of your Affiliates institutes or participates in any legal
proceeding (including any cross-claim or counterclaim in a lawsuit) against
us or any of our Affiliates, alleging that the Model or any output or any portion
thereof infringes any intellectual property or other rights that you own or
control, all licenses granted to you under this Agreement shall terminate automatically
as of the date such proceeding is filed.

6. Governing Law and Dispute Resolution
6.1 This Agreement shall be governed by and construed in accordance with the
laws of the People’s Republic of China.
6.2 In the event of any dispute arising out of or in connection with this Agreement,
the parties shall first attempt to resolve such dispute through friendly negotiation.
If negotiation fails, the dispute shall be submitted to the Shanghai Arbitration
Commission for arbitration in accordance with its then-effective arbitration
rules. The arbitration award shall be final and binding on both parties. The
prevailing party shall be entitled to recover reasonable costs, including notarization
and investigation fees, arbitration costs, attorneys’ fees, and travel expenses.

7. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions shall remain in full force and effect. The invalid or unenforceable
provision shall be replaced with a valid and enforceable provision that, to
the maximum extent permitted by law, most closely reflects the original intent
of the invalid or unenforceable provision.

8. Version Updates
We may release new versions of the AI Model Use License Agreement. Any new version
will apply only to Uses occurring after the date of its release. If you obtained
the Model under an earlier version, the new version will not have retroactive
effect; nevertheless, you are encouraged to adopt the new version voluntarily.

9. Language Version
In the event of any discrepancy or conflict between the English-language version
set forth above and the Chinese-language version of this bilibili Model Use
License Agreement, the Chinese-language version shall prevail for all purposes
and shall govern the rights and obligations of the parties.