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AI Model Training and Commercial Use License (AMTC)

Copyright (c) [2023] [Taush Sampley]

This Commercial License Agreement (the "Agreement") is entered into by and between the copyright holder(s) of the Data ("Licensor") and the licensee ("Licensee") upon the Licensee's acceptance of the terms and conditions of this Agreement.

  1. License Grant: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, worldwide, and royalty-bearing license to:

a. Use the Data to train machine learning models for commercial purposes, subject to the limitations set forth in Section 3.

b. Use the models trained using the Data for commercial purposes, subject to the limitations set forth in Section 3.

  1. Fees: In consideration of the rights granted under this Agreement, Licensee shall pay to Licensor a one-time licensing fee, to be negotiated between the parties, within 30 days of the execution of this Agreement.

  2. Gated Use Limitations:

a. Licensee agrees not to use the Data or the models trained using the Data for any purpose that violates any applicable law or regulation, or infringes upon the rights of any third party.

b. Licensee shall only use the Data and the models trained using the Data for the specific commercial purposes approved in writing by Licensor.

  1. Termination: This Agreement shall terminate automatically upon the Licensee's breach of any term or condition of this Agreement.

  2. Warranty and Limitation of Liability: THE DATA IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE DATA OR THE USE OR OTHER DEALINGS IN THE DATA.

By accepting this Agreement, Licensee agrees to be bound by the terms and conditions set forth herein.

  1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Licensor, without regard to its conflict of law principles.

  2. Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, between the parties relating thereto.

  3. Amendment: This Agreement may only be amended in writing and signed by both parties.

  4. Assignment: Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Licensor.

  5. Notices: Any notice required or permitted to be given under this Agreement shall be in writing and sent by certified mail, return receipt requested, or by email to the address of the respective party set forth in this Agreement, or to such other address as the parties may designate in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

LICENSOR: [Licensor Name and Signature]

LICENSEE: [Licensee Name and Signature]