Qwen LICENSE AGREEMENT
 
Qwen LICENSE AGREEMENT Release Date: September 19, 2024
 
By clicking to agree or by using or distributing any portion or element of the
Qwen Materials, you will be deemed to have recognized and accepted the content
of this Agreement, which is effective immediately.
 
1. Definitions
a. This Qwen LICENSE AGREEMENT (this "Agreement") shall mean the terms and conditions
for use, reproduction, distribution and modification of the Materials as defined
by this Agreement.
    b. "We" (or "Us") shall mean Alibaba Cloud.
c. "You" (or "Your") shall mean a natural person or legal entity exercising
the rights granted by this Agreement and/or using the Materials for any purpose
and in any field of use.
d. "Third Parties" shall mean individuals or legal entities that are not under
common control with us or you.
e. "Qwen" shall mean the large language models, and software and algorithms,
consisting of trained model weights, parameters (including optimizer states),
machine-learning model code, inference-enabling code, training-enabling code,
fine-tuning enabling code and other elements of the foregoing distributed by
us.
f. "Materials" shall mean, collectively, Alibaba Cloud's proprietary Qwen and
Documentation (and any portion thereof) made available under this Agreement.
g. "Source" form shall mean the preferred form for making modifications, including
but not limited to model source code, documentation source, and configuration
files.
h. "Object" form shall mean any form resulting from mechanical transformation
or translation of a Source form, including but not limited to compiled object
code, generated documentation, and conversions to other media types.
 
2. Grant of Rights
You are granted a non-exclusive, worldwide, non-transferable and royalty-free
limited license under Alibaba Cloud's intellectual property or other rights
owned by us embodied in the Materials to use, reproduce, distribute, copy, create
derivative works of, and make modifications to the Materials.
 
3. Redistribution
You may distribute copies or make the Materials, or derivative works thereof,
available as part of a product or service that contains any of them, with or
without modifications, and in Source or Object form, provided that you meet
the following conditions:
a. You shall give any other recipients of the Materials or derivative works
a copy of this Agreement;
b. You shall cause any modified files to carry prominent notices stating that
you changed the files;
c. You shall retain in all copies of the Materials that you distribute the following
attribution notices within a "Notice" text file distributed as a part of such
copies: "Qwen is licensed under the Qwen LICENSE AGREEMENT, Copyright (c) Alibaba
Cloud. All Rights Reserved."; and
d. You may add your own copyright statement to your modifications and may provide
additional or different license terms and conditions for use, reproduction,
or distribution of your modifications, or for any such derivative works as a
whole, provided your use, reproduction, and distribution of the work otherwise
complies with the terms and conditions of this Agreement.
 
4. Restrictions
If you are commercially using the Materials, and your product or service has
more than 100 million monthly active users, you shall request a license from
us. You cannot exercise your rights under this Agreement without our express
authorization.
 
5. Rules of use
a. The Materials may be subject to export controls or restrictions in China,
the United States or other countries or regions. You shall comply with applicable
laws and regulations in your use of the Materials.
b. If you use the Materials or any outputs or results therefrom to create, train,
fine-tune, or improve an AI model that is distributed or made available, you
shall prominently display “Built with Qwen” or “Improved using Qwen”
in the related product documentation.
 
6. Intellectual Property
a. We retain ownership of all intellectual property rights in and to the Materials
and derivatives made by or for us. Conditioned upon compliance with the terms
and conditions of this Agreement, with respect to any derivative works and modifications
of the Materials that are made by you, you are and will be the owner of such
derivative works and modifications.
b. No trademark license is granted to use the trade names, trademarks, service
marks, or product names of us, except as required to fulfill notice requirements
under this Agreement or as required for reasonable and customary use in describing
and redistributing the Materials.
c. If you commence a lawsuit or other proceedings (including a cross-claim or
counterclaim in a lawsuit) against us or any entity alleging that the Materials
or any output therefrom, or any part of the foregoing, infringe any intellectual
property or other right owned or licensable by you, then all licenses granted
to you under this Agreement shall terminate as of the date such lawsuit or other
proceeding is commenced or brought.
 
7. Disclaimer of Warranty and Limitation of Liability
a. We are not obligated to support, update, provide training for, or develop
any further version of the Qwen Materials or to grant any license thereto.
b. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS
FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY AND ASSUME NO RESPONSIBILITY FOR
THE SAFETY OR STABILITY OF THE MATERIALS AND ANY OUTPUT THEREFROM.
c. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, BUT NOT
LIMITED TO ANY DIRECT, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING
FROM YOUR USE OR INABILITY TO USE THE MATERIALS OR ANY OUTPUT OF IT, NO MATTER
HOW IT’S CAUSED.
d. You will defend, indemnify and hold harmless us from and against any claim
by any third party arising out of or related to your use or distribution of
the Materials.
 
8. Survival and Termination.
a. The term of this Agreement shall commence upon your acceptance of this Agreement
or access to the Materials and will continue in full force and effect until
terminated in accordance with the terms and conditions herein.
b. We may terminate this Agreement if you breach any of the terms or conditions
of this Agreement. Upon termination of this Agreement, you must delete and cease
use of the Materials. Sections 7 and 9 shall survive the termination of this
Agreement.
 
9. Governing Law and Jurisdiction.
a. This Agreement and any dispute arising out of or relating to it will be governed
by the laws of China, without regard to conflict of law principles, and the
UN Convention on Contracts for the International Sale of Goods does not apply
to this Agreement.
b. The People's Courts in Hangzhou City shall have exclusive jurisdiction over
any dispute arising out of this Agreement.