STABILITY AI COMMUNITY LICENSE AGREEMENT

Last Updated: July 5, 2024

    INTRODUCTION

This Agreement applies to any individual person or entity (“You”, “Your”
or “Licensee”) that uses or distributes any portion or element of the Stability
AI Materials or Derivative Works thereof for any Research & Non-Commercial or
Commercial purpose. Capitalized terms not otherwise defined herein are defined
in Section V below.

This Agreement is intended to allow research, non-commercial, and limited commercial
uses of the Models free of charge. In order to ensure that certain limited commercial
uses of the Models continue to be allowed, this Agreement preserves free access
to the Models for people or organizations generating annual revenue of less
than US $1,000,000 (or local currency equivalent).

By clicking “I Accept” or by using or distributing or using any portion
or element of the Stability Materials or Derivative Works, You agree that You
have read, understood and are bound by the terms of this Agreement. If You are
acting on behalf of a company, organization or other entity, then “You”
includes you and that entity, and You agree that You: (i) are an authorized
representative of such entity with the authority to bind such entity to this
Agreement, and (ii) You agree to the terms of this Agreement on that entity’s
behalf.

    RESEARCH & NON-COMMERCIAL USE LICENSE

Subject to the terms of this Agreement, Stability AI grants You a non-exclusive,
worldwide, non-transferable, non-sublicensable, revocable and royalty-free limited
license under Stability AI’s intellectual property or other rights owned by
Stability AI embodied in the Stability AI Materials to use, reproduce, distribute,
and create Derivative Works of, and make modifications to, the Stability AI
Materials for any Research or Non-Commercial Purpose. “Research Purpose”
means academic or scientific advancement, and in each case, is not primarily
intended for commercial advantage or monetary compensation to You or others.
“Non-Commercial Purpose” means any purpose other than a Research Purpose
that is not primarily intended for commercial advantage or monetary compensation
to You or others, such as personal use (i.e., hobbyist) or evaluation and testing.

    COMMERCIAL USE LICENSE

Subject to the terms of this Agreement (including the remainder of this Section
III), Stability AI grants You a non-exclusive, worldwide, non-transferable,
non-sublicensable, revocable and royalty-free limited license under Stability
AI’s intellectual property or other rights owned by Stability AI embodied
in the Stability AI Materials to use, reproduce, distribute, and create Derivative
Works of, and make modifications to, the Stability AI Materials for any Commercial
Purpose. “Commercial Purpose” means any purpose other than a Research Purpose
or Non-Commercial Purpose that is primarily intended for commercial advantage
or monetary compensation to You or others, including but not limited to, (i)
creating, modifying, or distributing Your product or service, including via
a hosted service or application programming interface, and (ii) for Your business’s
or organization’s internal operations. If You are using or distributing the
Stability AI Materials for a Commercial Purpose, You must register with Stability
AI at (https://stability.ai/community-license). If at any time You or Your Affiliate(s),
either individually or in aggregate, generate more than USD $1,000,000 in annual
revenue (or the equivalent thereof in Your local currency), regardless of whether
that revenue is generated directly or indirectly from the Stability AI Materials
or Derivative Works, any licenses granted to You under this Agreement shall
terminate as of such date. You must request a license from Stability AI at (https://stability.ai/enterprise)
, which Stability AI may grant to You in its sole discretion. If you receive
Stability AI Materials, or any Derivative Works thereof, from a Licensee as
part of an integrated end user product, then Section III of this Agreement will
not apply to you.

    GENERAL TERMS

Your Research, Non-Commercial, and Commercial License(s) under this Agreement
are subject to the following terms. a. Distribution & Attribution. If You distribute
or make available the Stability AI Materials or a Derivative Work to a third
party, or a product or service that uses any portion of them, You shall: (i)
provide a copy of this Agreement to that third party, (ii) retain the following
attribution notice within a "Notice" text file distributed as a part of such
copies: "This Stability AI Model is licensed under the Stability AI Community
License, Copyright © Stability AI Ltd. All Rights Reserved”, and (iii) prominently
display “Powered by Stability AI” on a related website, user interface,
blogpost, about page, or product documentation. If You create a Derivative Work,
You may add your own attribution notice(s) to the “Notice” text file included
with that Derivative Work, provided that You clearly indicate which attributions
apply to the Stability AI Materials and state in the “Notice” text file
that You changed the Stability AI Materials and how it was modified. b. Use
Restrictions. Your use of the Stability AI Materials and Derivative Works, including
any output or results of the Stability AI Materials or Derivative Works, must
comply with applicable laws and regulations (including Trade Control Laws and
equivalent regulations) and adhere to the Documentation and Stability AI’s
AUP, which is hereby incorporated by reference. Furthermore, You will not use
the Stability AI Materials or Derivative Works, or any output or results of
the Stability AI Materials or Derivative Works, to create or improve any foundational
generative AI model (excluding the Models or Derivative Works). c. Intellectual
Property. (i) Trademark License. No trademark licenses are granted under this
Agreement, and in connection with the Stability AI Materials or Derivative Works,
You may not use any name or mark owned by or associated with Stability AI or
any of its Affiliates, except as required under Section IV(a) herein. (ii) Ownership
of Derivative Works. As between You and Stability AI, You are the owner of Derivative
Works You create, subject to Stability AI’s ownership of the Stability AI
Materials and any Derivative Works made by or for Stability AI. (iii) Ownership
of Outputs. As between You and Stability AI, You own any outputs generated from
the Models or Derivative Works to the extent permitted by applicable law. (iv)
Disputes. If You or Your Affiliate(s) institute litigation or other proceedings
against Stability AI (including a cross-claim or counterclaim in a lawsuit)
alleging that the Stability AI Materials, Derivative Works or associated 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 Stability AI from and against any claim by any third party arising
out of or related to Your use or distribution of the Stability AI Materials
or Derivative Works in violation of this Agreement. (v) Feedback. From time
to time, You may provide Stability AI with verbal and/or written suggestions,
comments or other feedback related to Stability AI’s existing or prospective
technology, products or services (collectively, “Feedback”). You are not
obligated to provide Stability AI with Feedback, but to the extent that You
do, You hereby grant Stability AI a perpetual, irrevocable, royalty-free, fully-paid,
sub-licensable, transferable, non-exclusive, worldwide right and license to
exploit the Feedback in any manner without restriction. Your Feedback is provided
“AS IS” and You make no warranties whatsoever about any Feedback. d. Disclaimer
Of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE STABILITY AI 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 OR LAWFULNESS
OF USING OR REDISTRIBUTING THE STABILITY AI MATERIALS, DERIVATIVE WORKS OR ANY
OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE STABILITY
AI MATERIALS, DERIVATIVE WORKS AND ANY OUTPUT AND RESULTS. e. Limitation Of
Liability. IN NO EVENT WILL STABILITY 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 DIRECT,
INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES,
EVEN IF STABILITY AI OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY
OF ANY OF THE FOREGOING. f. Term And Termination. The term of this Agreement
will commence upon Your acceptance of this Agreement or access to the Stability
AI Materials and will continue in full force and effect until terminated in
accordance with the terms and conditions herein. Stability 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 any Stability
AI Materials or Derivative Works. Section IV(d), (e), and (g) shall survive
the termination of this Agreement. g. Governing Law. This Agreement will be
governed by and constructed in accordance with the laws of the United States
and the State of California without regard to choice of law principles, and
the UN Convention on Contracts for International Sale of Goods does not apply
to this Agreement.

    DEFINITIONS

“Affiliate(s)” means any entity that directly or indirectly controls, is
controlled by, or is under common control with the subject entity; for purposes
of this definition, “control” means direct or indirect ownership or control
of more than 50% of the voting interests of the subject entity.

"Agreement" means this Stability AI Community License Agreement.

“AUP” means the Stability AI Acceptable Use Policy available at (https://stability.ai/use-policy),
as may be updated from time to time.

"Derivative Work(s)” means (a) any derivative work of the Stability AI Materials
as recognized by U.S. copyright laws and (b) any modifications to a Model, and
any other model created which is based on or derived from the Model or the Model’s
output, including “fine tune” and “low-rank adaptation” models derived
from a Model or a Model’s output, but do not include the output of any Model.

“Documentation” means any specifications, manuals, documentation, and other
written information provided by Stability AI related to the Software or Models.

“Model(s)" means, collectively, Stability AI’s proprietary models and algorithms,
including machine-learning models, trained model weights and other elements
of the foregoing listed on Stability’s Core Models Webpage available at (https://stability.ai/core-models),
as may be updated from time to time.

"Stability AI" or "we" means Stability AI Ltd. and its Affiliates.

"Software" means Stability AI’s proprietary software made available under
this Agreement now or in the future.

“Stability AI Materials” means, collectively, Stability’s proprietary
Models, Software and Documentation (and any portion or combination thereof)
made available under this Agreement.

“Trade Control Laws” means any applicable U.S. and non-U.S. export control
and trade sanctions laws and regulations.