| TERMS OF SERVICE - CLIMATEGPT | |
| Non-Commercial Licensing Agreement | |
| This Agreement ("Agreement") between you and EQTY R&D, Inc. (the "Company" or "EQTY R&D") governs the use, reproduction, distribution and modification of any ClimateGPT Materials, as set forth below. By clicking "I Accept" below or by using or distributing any portion or element of the ClimateGPT 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 Company’s intellectual property or other rights owned by Company embodied in the ClimateGPT Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the ClimateGPT Materials, for non-commercial purposes only. | |
| b. Redistribution and Use. | |
| i. If you distribute or make the ClimateGPT Materials, or any derivative works thereof, available to a third party, you shall provide a copy of this Agreement to such third party. | |
| ii. You must retain in all copies of the ClimateGPT Materials that you distribute the following attribution notice within a "Notice" text file distributed as a part of such copies: "ClimateGPT is licensed under the ClimateGPT Community License, Copyright © EQTY R&D, Inc. All Rights Reserved." | |
| iii. Your use of the ClimateGPT Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy set forth below. | |
| iv. You will not use the ClimateGPT Materials or any output or results of the ClimateGPT Materials to improve any other large language model (excluding ClimateGPT or derivative works thereof). | |
| v. You will not reverse engineer, decompile, decode, disassemble, engage in model extraction or stealing attacks, prompt injection attacks or otherwise attempt to derive or gain improper access to any software components, models, algorithms or systems of any models contained in the ClimateGPT materials, in whole or in part; and | |
| vi. You will not utilize any output of ClimateGPT ("Output") or sell, share or disclose Output to any third parties to train an AI model or have an AI model trained (e.g., engaging in “model scraping”). | |
| vi. You will not use any aspect of the ClimateGPT Materials (including data or models), or help anyone else do so, other than as expressly permitted under this Agreement. | |
| c. Third-party Beneficiary. Each party acknowledges and agrees that Erasmus.AI, Inc. ("Erasmus") is a third-party beneficiary of the representations, warranties and covenants of this Agreement, and that Erasmus is otherwise an express third party beneficiary of this Agreement, entitled to enforce the terms hereof as if it were an original party hereto. | |
| 2. Definitions. "Documentation" means the specifications, manuals and documentation accompanying ClimateGPT distributed by Company at www.eci.io and or www.huggingface.co/eci-io | |
| "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. | |
| ClimateGPT 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, and other elements of the foregoing distributed by EQTY R&D, Inc. at www.eci.io and or www.huggingface.co/eci-io. | |
| “ClimateGPT Materials” means, collectively, Company’s proprietary ClimateGPT and Documentation (and any portion thereof) made available under this Agreement. | |
| 3. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE CLIMATEGPT 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 CLIMATEGPT MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE CLIMATEGPT MATERIALS AND ANY OUTPUT AND RESULTS. | |
| 4. Limitation of Liability. IN NO EVENT WILL COMPANY 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 COMPANY 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 ClimateGPT Materials, neither Company 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 ClimateGPT Materials. | |
| b. Subject to Company’s ownership of ClimateGPT Materials and derivatives made by or for Company, with respect to any derivative works and modifications of the ClimateGPT Materials that are made by you, as between you and Company, you are and will be the owner of such derivative works and modifications. | |
| c. If you institute litigation or other proceedings against Company or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the ClimateGPT Materials or ClimateGPT outputs or results, or any portion of any of the foregoing, constitutes an 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 Company from and against any claim by any third party arising out of or related to your use or distribution of the ClimateGPT Materials. | |
| 6. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the ClimateGPT Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Company 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 ClimateGPT 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. | |
| 8. Acceptable Use Policy. | |
| Company is committed to promoting safe and fair use of its technology, including ClimateGPT. If you access or use ClimateGPT, you agree to this Acceptable Use Policy ("Policy"). | |
| Prohibited Uses | |
| We want everyone to use ClimateGPT safely and responsibly. You agree you will not use, or allow others to use, ClimateGPT to: | |
| 1. Violate the law or others’ rights, including to: | |
| a. Engage in, promote, generate, contribute to, encourage, plan, incite, or further illegal or unlawful activity or content, such as: | |
| i. Violence or terrorism | |
| ii. Exploitation or harm to children, including the solicitation, creation, acquisition, or dissemination of child exploitative content or failure to report Child Sexual Abuse Material | |
| b. Human trafficking, exploitation, and sexual violence | |
| iii. The illegal distribution of information or materials to minors, including obscene materials, or failure to employ legally required age-gating in connection with such information or materials. | |
| iv. Sexual solicitation | |
| vi. Any other criminal activity | |
| c. Engage in, promote, incite, or facilitate the harassment, abuse, threatening, or bullying of individuals or groups of individuals | |
| d. Engage in, promote, incite, or facilitate discrimination or other unlawful or harmful conduct in the provision of employment, employment benefits, credit, housing, other economic benefits, or other essential goods and services | |
| e. Engage in the unauthorized or unlicensed practice of any profession including, but not limited to, financial, legal, medical/health, or related professional practices | |
| f. Collect, process, disclose, generate, or infer health, demographic, or other sensitive personal or private information about individuals without rights and consents required by applicable laws | |
| g. Engage in or facilitate any action or generate any content that infringes, misappropriates, or otherwise violates any third-party rights, including the outputs or results of any products or services using the ClimateGPT Materials | |
| h. Create, generate, or facilitate the creation of malicious code, malware, computer viruses or do anything else that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system | |
| 2. Engage in, promote, incite, facilitate, or assist in the planning or development of activities that present a risk of death or bodily harm to individuals, including use of ClimateGPT related to the following: | |
| a. Military, warfare, nuclear industries or applications, espionage, use for materials or activities that are subject to the International Traffic Arms Regulations (ITAR) maintained by the United States Department of State | |
| b. Guns and illegal weapons (including weapon development) | |
| c. Illegal drugs and regulated/controlled substances | |
| d. Operation of critical infrastructure, transportation technologies, or heavy machinery | |
| e. Self-harm or harm to others, including suicide, cutting, and eating disorders | |
| f. Any content intended to incite or promote violence, abuse, or any infliction of bodily harm to an individual | |
| 3. Intentionally deceive or mislead others, including use of ClimateGPT related to the following: | |
| a. Generating, promoting, or furthering fraud or the creation or promotion of disinformation | |
| b. Generating, promoting, or furthering defamatory content, including the creation of defamatory statements, images, or other content | |
| c. Generating, promoting, or further distributing spam | |
| d. Impersonating another individual without consent, authorization, or legal right | |
| e. Representing that the use of ClimateGPT or outputs are human-generated | |
| f. Generating or facilitating false online engagement, including fake reviews and other means of fake online engagement | |
| 4. Fail to appropriately disclose to end users any known dangers of your AI system | |
| Please report any violation of this Policy, harmful content generated by the model, software bugs, or other problems that could lead to a violation of this Agreement to info@eci.io | |