Update LICENSE (#9)

- Update LICENSE (905dbe5df38308ad25945764a2f27487fa79bd79)


Co-authored-by: Lakshmanan Arumugam <recursionaut@users.noreply.huggingface.co>

LICENSE

@@ -1,399 +1,362 @@
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+                                                                                           CONFIDENTIAL
+
+
+                                     Recursion Pharmaceuticals, Inc.
+                             Non-Commercial End User License Agreement
+
+
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+    2. DEFINITIONS.
+        “Derivative Technology” means any product or technology generated, conceived, developed, or
+reduced to practice through Your Use of, or derived from or based on, any Licensed Material. For clarity,
+“Derivative Technology” includes any modified Recursion Dataset.
+         “Intellectual Property Rights” means all intellectual property and proprietary rights of any kind,
+however denominated, throughout the world, including all rights in patents, patent applications,
+copyrights, trademarks, trade secrets, designs, inventions, works of authorship, software (including
+source code and object code), documentation, know-how, methods, processes, algorithms, data and
+databases, and all updates, upgrades, new versions, and enhancements of any and all of the foregoing,
+and all registrations and applications for any and all of the foregoing.
+        “Licensed Intellectual Property Rights” means copyrights and similar rights closely related to
+copyrights, including rights in software, data, and databases, (a) owned or otherwise controlled by Us
+and (b) necessary for You to exercise Your rights under, and in strict accordance with the terms of, this
+Agreement. “Licensed Intellectual Property Rights” does not include any other Intellectual Property
+Rights, including patent rights, trademark rights, moral rights, or publicity, privacy, or other similar
+personality rights.
+        “Licensed Materials” means the Recursion Software and/or Recursion Dataset, as applicable, to
+which We apply this Agreement. For clarity, references to the “Licensed Materials” in this Agreement
+include any portion thereof.
+
+
+
+        “Permitted Purpose” means non-commercial research, academic, and educational purposes
+only. For the purposes of this definition, “non-commercial research” means research not primarily
+intended for or directed towards commercial advantage or monetary compensation.
+        “Recursion Dataset” means the data and datasets (which may include, without limitation,
+phenomics maps, images, image data, embeddings, genetic information, and other metadata), in each
+case, made available to You through the Site, including through or otherwise in connection with the
+Recursion Software, but excluding, for clarity, the RxRx19x dataset.
+        “Recursion Software” means Recursion’s proprietary software (including, without limitation,
+Recursion’s proprietary AI Models) made available to You through the Site, including any updates or
+upgrades thereto and any written documentation or other media related thereto made available to You
+through the Site, which may include, without limitation, the MolRec™ application. The Recursion
+Software will not be provided in source code format.
+         “Site” means www.rxrx.ai, together with its subdomains.
+       “Use” (and its correlatives) means (a) use, download, and access, and (b) solely with respect to
+the Recursion Dataset, copy, analyze, modify, adapt, aggregate, share, and use to produce Derivative
+Technology.
+       “You” (and its correlatives) means the individual(s) or entity(ies) that Use the Licensed Materials
+under this Agreement. If you are Using the Licensed Materials in your individual capacity, all references
+to “You” reference you as an individual person. If you are Using the Licensed Materials on behalf of a
+company or other entity, all references to “You” reference both you as an individual person and that
+company or entity.
+    3. LICENSE GRANT.
+         Subject to Your compliance with the terms of this Agreement, We grant to You a personal,
+limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, irrevocable (except as set forth
+below) license under the Licensed Intellectual Property Rights to Use the Licensed Materials solely for
+the Permitted Purpose.
+         For clarity, and without limiting the generality of the foregoing, You may not, in any and all fields:
+       (a)    sell, lease, rent, lend, license, sublicense, assign, distribute, share, publish, transfer, or
+otherwise make available the Licensed Materials or Derivative Technology to any individual or entity for
+monetary compensation;
+         (b)      Use the Licensed Materials or Derivative Technology, in each case, to initiate or conduct,
+either for Yourself, Your affiliates, or a third party, a program directed to the research, development,
+manufacture, commercialization, or exploitation of any product (including any pharmaceutical, biologic,
+or diagnostic product) or service that is, or if successful ultimately would be, intended for commercial
+sale, distribution, or offering, including validating a biological target in connection with the foregoing
+activities (collectively, a “Commercial Program”);
+          (c)       Use the Licensed Materials or Derivative Technology, in each case, to directly or
+indirectly research, develop, commercialize, or exploit any software, model, algorithm, platform, or
+artificial intelligence (collectively, “AI Models”) that is, or if successful ultimately would be, intended for
+commercial sale, distribution, or offering;
+
+
+
+
+
+        (d)     deploy any AI Model trained on the Licensed Materials or Derivative Technology, in each
+case, for the purpose of initiating or conducting, either for Yourself, Your affiliates, or a third party, any
+Commercial Program;
+        (e)    Use the Licensed Materials or Derivative Technology (including any AI Model trained on
+Licensed Materials), in each case, for the sale, offer for sale, or performance of commercial services;
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+         If You wish to Use the Licensed Materials or Derivative Technology for any purpose not permitted
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+such commercial Use by You (to the extent approved by Us) will be subject to separate commercial
+licensing terms, and We will retain sole discretion whether or not to agree to any such Use and grant
+such license (including the applicable terms thereof).
+    4. ATTRIBUTION REQUIREMENTS.
+        You must include an attribution to Us in the applicable form set forth below when citing any
+Recursion Dataset or any Recursion Software constituting an AI Model:
+         For any Recursion Dataset: “We used the [insert the name of the dataset (e.g., RxRx3)] dataset,
+         available from Recursion Pharmaceuticals at www.rxrx.ai, pursuant to Recursion
+         Pharmaceutical’s licensing terms at [insert hyperlink to this Agreement]. Under this license,
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+         For any Recursion Software constituting an AI Model: “We used the [insert the name of AI
+         Model] AI model, available from Recursion Pharmaceuticals at www.rxrx.ai, pursuant to
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+         license, Recursion Pharmaceuticals disclaims all representations and warranties with respect to
+         such AI model.”
+You should insert the information specified in brackets above, and delete such brackets, when including
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+        In addition, You must indicate whether You modified the applicable Licensed Material, or
+otherwise used any Licensed Material to create any Derivative Technology, and if so, indicate that such
+Derivative Technology was created using such Licensed Material, and retain any indication of the
+foregoing previously made by other individuals or entities.
+        If We request, You must remove any of the information required above to the extent reasonably
+practicable. Nothing in this Agreement constitutes or may be construed as permission to assert or imply
+that You are, or that Your Use of the Licensed Materials or Derivative Technology is, connected with, or
+sponsored, endorsed, or granted official status by, Us.
+    5. ACCEPTABLE USE TERMS
+         You will not, and will not permit or encourage any other individual or entity to:
+
+
+
+         (a)     reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to
+derive, recreate, or gain access to the source code of the Recursion Software, in whole or in part;
+        (b)     except as expressly permitted by Section 3 (License Grant), modify, adapt, or create
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+to any individual or entity;
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+misappropriates, or otherwise violates any Intellectual Property Right of any individual or entity;
+        (e)      remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or
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+         (f)      Use the Licensed Materials to violate any national or international law, statute, decree,
+rule, or regulation;
+         (g)    attempt to interfere with the proper working of the Recursion Software, or remove,
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+measures for the Licensed Materials, including any measures that control access to the Licensed
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+fail to comply with any requirements, procedures, policies, or regulations of networks connected to the
+Recursion Software, or transmit any viruses, worms, defects, Trojan horses, spyware, malware,
+ransomware, or any items of a destructive nature through Your Use of the Recursion Software; or
+         (i)    Use the Licensed Materials in any abusive or illegal way, as determined in Our sole
+discretion.
+    6. INTELLECTUAL PROPERTY RIGHTS.
+         You acknowledge and agree that the Licensed Materials are provided under license, and not
+sold, to You. You acknowledge and agree that the Licensed Intellectual Property Rights are proprietary to
+Us, and the Licensed Materials are protected under copyright and other Intellectual Property Rights
+owned or controlled by Us. We own and retain ownership of all Our Intellectual Property Rights,
+including all rights, title, and interests in and to the Licensed Materials (including any portion thereof
+that may be incorporated into any Derivative Technology). Under applicable law, Your separate
+contribution to any Derivative Technology may be subject to Intellectual Property Rights owned or
+controlled by You (“Arising Intellectual Property Rights”).
+        All rights not expressly granted to You herein are reserved for Us. Except for the limited license
+granted to You herein, this Agreement does not grant You any ownership or other rights or interests in or
+to the Licensed Materials or Licensed Intellectual Property Rights, whether by implication, estoppel, or
+otherwise.
+    7. SHARING LICENSED MATERIALS.
+        Every individual or entity with whom You share the Recursion Dataset (including any portion of
+the Recursion Dataset incorporated into any Derivative Technology) automatically receives an offer from
+Us to Use such Recursion Dataset or portion thereof, as applicable, under the terms of this Agreement.
+        If You share any Derivative Technology with any individual(s) or entity(ies), then the license You
+apply to Your Arising Intellectual Property Rights in such Derivative Technology must be essentially the
+
+
+
+equivalent of this Agreement, and for the avoidance of doubt, must not permit any Use of such
+Derivative Technology for any purpose other than a Permitted Purpose.
+        If You share any Recursion Dataset or Derivative Technology, You may not offer or impose on any
+recipient of the Recursion Dataset or Derivative Technology any additional or different terms or
+conditions, or apply any technological measures to, the recipient’s use of the Recursion Dataset or
+Derivative Technology if doing so restricts such recipient from Using the Recursion Dataset or Derivative
+Technology to the same extent as is permitted under this Agreement.
+    8. UPDATES.
+         We will have no obligation to provide upgrades or updates to the Licensed Materials. You
+acknowledge that You may be required on a periodic or as-needed basis to apply updates to or
+re-download and re-install the Recursion Software to address security, interoperability, or performance
+issues, or to incorporate new features. You will promptly apply such updates to, or download and install,
+as applicable, all such updates or upgrades, and acknowledge and agree that the Licensed Materials or
+portions thereof may not properly operate should You fail to do so. We may also modify or delete in
+their entirety certain features and functionality of the Licensed Materials, and You agree that We have
+no obligation to continue to provide the Licensed Materials or enable any particular features or
+functionality thereof.
+    9. THIRD-PARTY MATERIALS.
+          The Licensed Materials may display, include, or make available third-party content and
+functionality (including data, information, applications, and other products, services, or materials), or
+provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree
+that We are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness,
+validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume
+and will not have any liability or responsibility to You or any other individual or entity for any Third-Party
+Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You
+will access and use them entirely at Your own risk and subject to such third party’s terms and conditions.
+    10. PRIVACY POLICY.
+        You acknowledge that when You Use any of the Licensed Materials, We may use automatic
+means (including, for example, cookies and web beacons) to collect information about Your electronic
+device and about Your use of the Licensed Materials. You also may be required to provide certain
+information about Yourself as a condition to Using the Licensed Materials, or certain of their features or
+functionality. All information We collect through or in connection with the Licensed Materials is subject
+to Our Privacy Policy at https://www.recursion.com/privacy-notice (the “Privacy Policy”), which is
+incorporated herein by reference. By Using the Licensed Materials, You consent to all actions taken by Us
+with respect to Your information in compliance with the Privacy Policy.
+    11. TERM AND TERMINATION.
+        The term of this Agreement (“Term”) commences when You download the Recursion Software or
+otherwise Use any Licensed Materials, and continues for the term of the Licensed Intellectual Property
+Rights unless otherwise earlier terminated.
+       Your rights under this Agreement terminate automatically if You fail to comply with this
+Agreement. Where Your right to Use the Licensed Materials has terminated as provided in the
+immediately preceding sentence, Your right reinstates (a) automatically as of the date the violation is
+cured, provided it is cured within 30 days of Your discovery of the violation, or (b) upon express
+
+
+
+
+reinstatement by Us. However, this paragraph does not affect any right that We may have to seek
+remedies for Your violation of this Agreement.
+         For the avoidance of doubt, We may also offer the Licensed Material under separate terms or
+conditions, or stop distributing or making the Licensed Materials available at any time; however, doing so
+will not terminate this Agreement.
+           Upon termination of this Agreement: (i) all licenses and other rights granted to You under this
+Agreement will terminate; (ii) You will immediately cease all use of the Licensed Materials, and will
+delete or otherwise destroy, at Your cost, all Licensed Materials (including, for clarity, all copies thereof),
+provided that You may continue practicing Your Arising Intellectual Property Rights in any Derivative
+Technology so long as You do not Use the Licensed Materials (including any portion thereof incorporated
+into the Derivative Technology); and (iii) the provisions of this Agreement which by their nature must
+survive termination of this Agreement will continue in force upon any termination, including, but not
+limited to, Your obligations relating to Intellectual Property Rights, disclaimer of warranties, limitation of
+liability, effects of termination, and the general provisions.
+    12. DISCLAIMER OF WARRANTIES.
+       THE LICENSED MATERIALS, INCLUDING ANY THIRD-PARTY MATERIALS PROVIDED THEREIN, ARE
+BEING PROVIDED “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT REPRESENTATIONS OR
+WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON
+OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS,
+OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, AGENTS, SUCCESSORS, AND ASSIGNS, EXPRESSLY
+DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
+OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF
+MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
+WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR
+TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR
+UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL
+MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY
+OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET
+ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS
+CAN OR WILL BE CORRECTED. WE DO NOT ENDORSE OR REPRESENT OR GUARANTEE THE
+TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY LICENSED MATERIALS. YOU ACCEPT THE ENTIRE
+RISK OF THE ACCURACY, RELIABILITY, SECURITY, OR OTHER PERFORMANCE WITH RESPECT TO YOUR USE
+OF THE LICENSED MATERIALS OR OTHER EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT,
+INCLUDING YOUR DEVELOPMENT OR USE OF ANY DERIVATIVE TECHNOLOGY. THIS DISCLAIMER OF
+WARRANTIES WILL BE INTERPRETED IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY
+APPLICABLE LAW, MOST CLOSELY APPROXIMATES AN ABSOLUTE DISCLAIMER OF WARRANTIES.
+    13. LIMITATION OF LIABILITY.
+       TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF
+OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,
+LICENSORS, AGENTS, SUCCESSORS, OR ASSIGNS, HAVE ANY LIABILITY FOR ANY DIRECT, SPECIAL,
+INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER LOSSES, COSTS, EXPENSES,
+OR DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE LICENSED MATERIALS OR OTHER
+EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT, INCLUDING YOUR DEVELOPMENT OF ANY
+DERIVATIVE TECHNOLOGY. THE FOREGOING LIMITATION WILL APPLY WHETHER SUCH LOSSES, COSTS,
+EXPENSES, OR DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
+
+
+
+
+OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE
+ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL BE INTERPRETED
+IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOST CLOSELY
+APPROXIMATES AN ABSOLUTE WAIVER OF ALL LIABILITY.
+    14. INDEMNIFICATION.
+         You agree to indemnify, defend, and hold harmless Us, Our affiliates, and Our and their
+respective officers, directors, employees, partners, licensors, agents, successors, and assigns from and
+against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
+interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’
+fees, arising from or relating to Your use of the Licensed Materials or other exercise of Your rights under
+this Agreement (including Your development of any Derivative Technology), Your access to or use of any
+Third-Party Material, Your breach of any term of this Agreement, or Your violation of any law or right of a
+third party (including any Intellectual Property Rights of a third party).
+    15. GENERAL PROVISIONS.
+        US Government Rights. The Licensed Materials include commercial computer software, as such
+term is defined in 48 C.F.R. §2.101. Accordingly, if You are an agency of the US Government or any
+contractor therefore, You receive only those rights with respect to the Licensed Materials as are granted
+to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R.
+§227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212,
+with respect to all other US Government licensees and their contractors.
+         Export Regulation. The Licensed Material or Derivative Technology may be subject to US export
+control laws, including the Export Control Reform Act and its associated regulations. You will not,
+directly or indirectly, export, re-export, or release the Licensed Material or any Derivative Technology to,
+or make the Licensed Material or any Derivative Technology accessible from, any jurisdiction or country
+to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all
+applicable federal laws, regulations, and rules, and complete all required undertakings (including
+obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting,
+releasing, or otherwise making the Licensed Material or any Derivative Technology available outside the
+United States.
+        Assignment. You may not assign this Agreement or any of your rights or obligations hereunder
+without Our prior written consent and any attempt to do so without such consent will cause this
+Agreement and any of Your rights hereunder to be null and void. We may assign this Agreement or any
+of Our rights or obligations hereunder without Your consent.
+         Governing Law; Venue. This Agreement will be governed by and construed in accordance with
+the laws of the State of Utah, United States, without giving effect to any choice of law provision or rule
+that would cause the application of laws of any other jurisdiction and without regard to the United
+Nations Convention on Contracts for the International Sale of Goods. You irrevocably agree that the
+state and federal courts in the County of Salt Lake, Utah, United States, will have exclusive jurisdiction to
+settle any dispute or claim arising out of or in connection with this Agreement, submit to the jurisdiction
+of such courts, and consent to venue in such forum with respect to any action or proceeding that relates
+to this Agreement. If We are the prevailing party in any action to enforce this Agreement, then We will
+be entitled to recover Our reasonable costs and expenses in connection with such action, including
+reasonable attorneys’ fees.
+
+
+
+
+
+         Equitable Relief. You acknowledge and agree that the restrictions set forth in this Agreement
+are reasonable and necessary to protect Our legitimate interests, and that We would not have entered
+into this Agreement in the absence of such restrictions, and that any breach or threatened breach by You
+of any provision of this Agreement will result in irreparable injury to Us, for which there will be no
+adequate remedy at law. In the event of any breach or threatened breach by You of any provision of this
+Agreement, We will be authorized and entitled to obtain from any court of competent jurisdiction
+injunctive relief, whether preliminary or permanent, specific performance, and an equitable accounting
+of all earnings, profits, and other benefits arising from such breach, which rights will be cumulative and
+in addition to any other rights or remedies to which We may be entitled at law or in equity. You waive
+any requirement that We post a bond or other security as a condition for obtaining any such relief, or
+show irreparable harm, balancing of harms, consideration of the public interest, or inadequacy of
+monetary damages as a remedy.
+       Section Titles. The section titles and headers are for convenience or reference only and in no
+way define, limit, or affect the scope or substance of any section of this Agreement.
+       Entire Agreement. Other than the Privacy Policy and any commercial agreement that You have
+executed with Us in relation to the Licensed Materials, this Agreement constitutes the entire agreement
+between You and Us with respect to the Licensed Materials.
+         Severability. If any provision of this Agreement is held to be unenforceable for any reason, then
+such provision will be reformed only to the extent necessary to make it enforceable, and such holding
+will not impair the validity, legality, or enforceability of the remaining provisions.
+         Waiver. No delay or omission by Us in exercising any right under this Agreement will operate as
+a waiver of that or any other right. A waiver or consent given by Us on any one occasion will be effective
+only in that instance and will not be construed as a bar or waiver of any right on any other occasion.
+         English Language. This Agreement is in the English language only, which language will be
+controlling and any revision of this Agreement in any other language will not be binding.
+       Questions, Comments, and Concerns. All requests for technical support, and other
+communications relating to the Licensed Materials or the subject matter of this Agreement, including
+questions, inquiries, and concerns, should be directed to info@rxrx.ai.
+
+
+
+
+
+