| Databricks Open Model License | |
| By using, reproducing, modifying, distributing, performing or displaying | |
| any portion or element of DBRX or DBRX Derivatives, or otherwise accepting | |
| the terms of this Agreement, you agree to be bound by this Agreement. | |
| Version Release Date: March 27, 2024 | |
| Section 1: Definitions | |
| “Agreement” means these terms and conditions that govern the use, reproduction, | |
| modification, distribution, performance or display of DBRX and/or DBRX | |
| Derivatives and any terms and conditions incorporated by reference. | |
| “Databricks” or “we” means Databricks, Inc. | |
| “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. | |
| “DBRX Derivatives” means all (i) modifications to DBRX, (ii) works based on | |
| DBRX and (iii) any other derivative works thereof. Outputs are not deemed DBRX | |
| Derivatives. | |
| “DBRX” means the foundational large language models and software and | |
| algorithms, including machine-learning model code, trained model weights, | |
| inference-enabling code, training-enabling code, fine-tuning enabling code, | |
| documentation and other elements of the foregoing identified by Databricks at | |
| https://github.com/databricks/dbrx, regardless of the source that you obtained | |
| it from. | |
| “Output” means the results of operating DBRX or DBRX Derivatives. | |
| As used in this Agreement, “including” means “including without limitation.” | |
| Section 2: License Rights and Conditions on Use and Distribution | |
| 2.1 Grant of Rights | |
| You are granted a non-exclusive, worldwide, non-transferable and royalty-free | |
| limited license under Databricks’ intellectual property or other rights owned | |
| by Databricks embodied in DBRX to use, reproduce, distribute, copy, modify, | |
| and create derivative works of DBRX in accordance with the terms of this | |
| Agreement. | |
| 2.2 Reproduction and Distribution | |
| 1. All distributions of DBRX or DBRX Derivatives must be accompanied by a | |
| "Notice" text file that contains the following notice: "DBRX is provided | |
| under and subject to the Databricks Open Model License, Copyright © | |
| Databricks, Inc. All rights reserved." | |
| 2. If you distribute or make DBRX or DBRX Derivatives available to a third | |
| party, you must provide a copy of this Agreement to such third party. | |
| 3. You must cause any modified files that you distribute to carry prominent | |
| notices stating that you modified the files. | |
| You may add your own intellectual property statement to your modifications of | |
| DBRX and, except as set forth in this Section, may provide additional or | |
| different terms and conditions for use, reproduction, or distribution of DBRX | |
| or DBRX Derivatives as a whole, provided your use, reproduction, modification, | |
| distribution, performance, and display of DBRX or DBRX Derivatives otherwise | |
| complies with the terms and conditions of this Agreement. Any additional or | |
| different terms and conditions you impose must not conflict with the terms of | |
| this Agreement and in the event of a conflict, the terms and conditions of this | |
| Agreement shall govern over any such additional or different terms and conditions. | |
| 2.3 Use Restrictions | |
| You will not use DBRX or DBRX Derivatives or any Output to improve any other | |
| large language model (excluding DBRX or DBRX Derivatives). | |
| You will not use DBRX or DBRX Derivatives: | |
| 1. for any restricted use set forth in the Databricks Open Model Acceptable | |
| Use Policy identified at | |
| https://www.databricks.com/legal/acceptable-use-policy-open-model | |
| ("Acceptable Use Policy"), which is hereby incorporated by reference into | |
| this Agreement; or | |
| 2. in violation of applicable laws and regulations. | |
| To the maximum extent permitted by law, Databricks reserves the right to | |
| restrict (remotely or otherwise) usage of DBRX or DBRX Derivatives that | |
| Databricks reasonably believes are in violation of this Agreement. | |
| Section 3: Additional Commercial Terms | |
| If, on the DBRX 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 700 million monthly active users in the preceding calendar month, | |
| you must request a license from Databricks, which we may grant to you in our | |
| sole discretion, and you are not authorized to exercise any of the rights under | |
| this Agreement unless or until Databricks otherwise expressly grants you such | |
| rights. | |
| If you receive DBRX or DBRX Derivatives from a direct or indirect licensee as | |
| part of an integrated end user product, then this section (Section 3) of the | |
| Agreement will not apply to you. | |
| Section 4: Additional Provisions | |
| 4.1 Updates | |
| Databricks may update DBRX from time to time, and you must make reasonable | |
| efforts to use the latest version of DBRX. | |
| 4.2 Intellectual Property | |
| a. No trademark licenses are granted under this Agreement, and in connection | |
| with DBRX or DBRX Derivatives, neither Databricks 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 | |
| DBRX or DBRX Derivatives. | |
| b. Subject to Databricks’ ownership of DBRX and DRBX Derivatives made by or for | |
| Databricks, with respect to any DBRX Derivatives that are made by you, as | |
| between you and Databricks, you are and will be the owner of such DBRX | |
| Derivatives. | |
| c. Databricks claims no ownership rights in Outputs. You are responsible for | |
| Outputs and their subsequent uses. | |
| d. If you institute litigation or other proceedings against Databricks or any | |
| entity (including a cross-claim or counterclaim in a lawsuit) alleging that | |
| DBRX or Outputs or results therefrom, 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 Databricks from and against any claim by any | |
| third party arising out of or related to your use or distribution of DBRX or | |
| DBRX Derivatives. | |
| 4.3 DISCLAIMER OF WARRANTY | |
| UNLESS REQUIRED BY APPLICABLE LAW, DBRX 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 DBRX OR DBRX DERIVATIVES AND ANY OUTPUT AND ASSUME ANY RISKS | |
| ASSOCIATED WITH YOUR USE OF DBRX OR DBRX DERIVATIVES AND ANY OUTPUT AND RESULTS. | |
| 4.4 LIMITATION OF LIABILITY | |
| IN NO EVENT WILL DATABRICKS 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 | |
| DATABRICKS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE | |
| FOREGOING. | |
| 4.5 Term and Termination | |
| The term of this Agreement will commence upon your acceptance of this Agreement | |
| or access to DBRX or DBRX Derivatives and will continue in full force and | |
| effect until terminated in accordance with the terms and conditions herein. | |
| Databricks 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 DBRX or any DBRX Derivatives. Sections 1, 4.2(d), 4.3, | |
| 4.4, and 4.6 shall survive the termination of this Agreement. | |
| 4.6 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. |