173 lines
11 KiB
Plaintext
173 lines
11 KiB
Plaintext
MOONSHINE AI COMMUNITY LICENSE AGREEMENT
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Last Updated: June 15th, 2025
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I. INTRODUCTION
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This Agreement applies to any individual person or entity ("You", "Your" or
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"Licensee") that uses or distributes any portion or element of the Moonshine AI
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Materials or Derivative Works thereof for any Research & Non-Commercial or
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Commercial purpose. Capitalized terms not otherwise defined herein are defined
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in Section V below.
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This Agreement is intended to allow research, non-commercial, and limited
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commercial uses of the Models free of charge. In order to ensure that certain
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limited commercial uses of the Models continue to be allowed, this Agreement
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preserves free access to the Models for people or organizations generating
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annual revenue of less than US $1,000,000 (or local currency equivalent).
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By clicking "I Accept" or by using or distributing or using any portion or
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element of the Moonshine Materials or Derivative Works, You agree that You have
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read, understood and are bound by the terms of this Agreement. If You are acting
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on behalf of a company, organization or other entity, then "You" includes you
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and that entity, and You agree that You: (i) are an authorized representative of
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such entity with the authority to bind such entity to this Agreement, and (ii)
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You agree to the terms of this Agreement on that entity's behalf.
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II. RESEARCH & NON-COMMERCIAL USE LICENSE
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Subject to the terms of this Agreement, Moonshine AI grants You a non-exclusive,
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worldwide, non-transferable, non-sublicensable, revocable and royalty-free
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limited license under Moonshine AI's intellectual property or other rights owned
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by Moonshine AI embodied in the Moonshine AI Materials to use, reproduce,
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distribute, and create Derivative Works of, and make modifications to, the
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Moonshine AI Materials for any Research or Non-Commercial Purpose. "Research
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Purpose" means academic or scientific advancement, and in each case, is not
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primarily intended for commercial advantage or monetary compensation to You or
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others. "Non-Commercial Purpose" means any purpose other than a Research Purpose
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that is not primarily intended for commercial advantage or monetary compensation
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to You or others, such as personal use (i.e., hobbyist) or evaluation and
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testing.
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III. COMMERCIAL USE LICENSE
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Subject to the terms of this Agreement (including the remainder of this Section
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III), Moonshine AI grants You a non-exclusive, worldwide, non-transferable,
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non-sublicensable, revocable and royalty-free limited license under Moonshine
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AI's intellectual property or other rights owned by Moonshine AI embodied in the
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Moonshine AI Materials to use, reproduce, distribute, and create Derivative
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Works of, and make modifications to, the Moonshine AI Materials for any
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Commercial Purpose. "Commercial Purpose" means any purpose other than a Research
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Purpose or Non-Commercial Purpose that is primarily intended for commercial
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advantage or monetary compensation to You or others, including but not limited
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to, (i) creating, modifying, or distributing Your product or service, including
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via a hosted service or application programming interface, and (ii) for Your
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business's or organization's internal operations. If You are using or
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distributing the Moonshine AI Materials for a Commercial Purpose, You must
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register with Moonshine AI at (https://moonshine.ai/community-license). If at
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any time You or Your Affiliate(s), either individually or in aggregate, generate
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more than USD $1,000,000 in annual revenue (or the equivalent thereof in Your
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local currency), regardless of whether that revenue is generated directly or
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indirectly from the Moonshine AI Materials or Derivative Works, any licenses
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granted to You under this Agreement shall terminate as of such date. You must
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request a license from Moonshine AI at (https://moonshine.ai/license) , which
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Moonshine AI may grant to You in its sole discretion. If you receive Moonshine
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AI Materials, or any Derivative Works thereof, from a Licensee as part of an
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integrated end user product, then Section III of this Agreement will not apply
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to you.
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IV. GENERAL TERMS
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Your Research, Non-Commercial, and Commercial License(s) under this Agreement
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are subject to the following terms. a. Distribution & Attribution. If You
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distribute or make available the Moonshine AI Materials or a Derivative Work to
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a third party, or a product or service that uses any portion of them, You shall:
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(i) provide a copy of this Agreement to that third party, (ii) retain the
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following attribution notice within a "Notice" text file distributed as a part
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of such copies: "This Moonshine AI Model is licensed under the Moonshine AI
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Community License, Copyright © Moonshine AI Ltd. All Rights Reserved", and (iii)
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prominently display "Powered by Moonshine AI" on a related website, user
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interface, blogpost, about page, or product documentation. If You create a
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Derivative Work, You may add your own attribution notice(s) to the "Notice" text
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file included with that Derivative Work, provided that You clearly indicate
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which attributions apply to the Moonshine AI Materials and state in the "Notice"
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text file that You changed the Moonshine AI Materials and how it was modified.
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b. Use Restrictions. Your use of the Moonshine AI Materials and Derivative
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Works, including any output or results of the Moonshine AI Materials or
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Derivative Works, must comply with applicable laws and regulations (including
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Trade Control Laws and equivalent regulations) and adhere to the Documentation
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and Moonshine AI's AUP, which is hereby incorporated by reference. Furthermore,
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You will not use the Moonshine AI Materials or Derivative Works, or any output
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or results of the Moonshine AI Materials or Derivative Works, to create or
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improve any foundational generative AI model (excluding the Models or Derivative
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Works). c. Intellectual Property. (i) Trademark License. No trademark licenses
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are granted under this Agreement, and in connection with the Moonshine AI
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Materials or Derivative Works, You may not use any name or mark owned by or
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associated with Moonshine AI or any of its Affiliates, except as required under
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Section IV(a) herein. (ii) Ownership of Derivative Works. As between You and
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Moonshine AI, You are the owner of Derivative Works You create, subject to
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Moonshine AI's ownership of the Moonshine AI Materials and any Derivative Works
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made by or for Moonshine AI. (iii) Ownership of Outputs. As between You and
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Moonshine AI, You own any outputs generated from the Models or Derivative Works
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to the extent permitted by applicable law. (iv) Disputes. If You or Your
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Affiliate(s) institute litigation or other proceedings against Moonshine AI
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(including a cross-claim or counterclaim in a lawsuit) alleging that the
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Moonshine AI Materials, Derivative Works or associated outputs or results, or
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any portion of any of the foregoing, constitutes infringement of intellectual
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property or other rights owned or licensable by You, then any licenses granted
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to You under this Agreement shall terminate as of the date such litigation or
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claim is filed or instituted. You will indemnify and hold harmless Moonshine AI
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from and against any claim by any third party arising out of or related to Your
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use or distribution of the Moonshine AI Materials or Derivative Works in
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violation of this Agreement. (v) Feedback. From time to time, You may provide
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Moonshine AI with verbal and/or written suggestions, comments or other feedback
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related to Moonshine AI's existing or prospective technology, products or
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services (collectively, "Feedback"). You are not obligated to provide Moonshine
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AI with Feedback, but to the extent that You do, You hereby grant Moonshine AI a
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perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable,
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non-exclusive, worldwide right and license to exploit the Feedback in any manner
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without restriction. Your Feedback is provided "AS IS" and You make no
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warranties whatsoever about any Feedback. d. Disclaimer Of Warranty. UNLESS
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REQUIRED BY APPLICABLE LAW, THE MOONSHINE AI MATERIALS AND ANY OUTPUT AND
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RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY
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KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
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OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
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PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OR
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LAWFULNESS OF USING OR REDISTRIBUTING THE MOONSHINE AI MATERIALS, DERIVATIVE
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WORKS OR ANY OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF
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THE MOONSHINE AI MATERIALS, DERIVATIVE WORKS AND ANY OUTPUT AND RESULTS. e.
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Limitation Of Liability. IN NO EVENT WILL MOONSHINE AI OR ITS AFFILIATES BE
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LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE,
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PRODUCTS LIABILITY, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, FOR ANY LOST
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PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY
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OR PUNITIVE DAMAGES, EVEN IF MOONSHINE AI OR ITS AFFILIATES HAVE BEEN ADVISED OF
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THE POSSIBILITY OF ANY OF THE FOREGOING. f. Term And Termination. The term of
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this Agreement will commence upon Your acceptance of this Agreement or access to
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the Moonshine AI Materials and will continue in full force and effect until
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terminated in accordance with the terms and conditions herein. Moonshine AI may
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terminate this Agreement if You are in breach of any term or condition of this
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Agreement. Upon termination of this Agreement, You shall delete and cease use of
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any Moonshine AI Materials or Derivative Works. Section IV(d), (e), and (g)
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shall survive the termination of this Agreement. g. Governing Law. This
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Agreement will be governed by and constructed in accordance with the laws of the
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United States and the State of California without regard to choice of law
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principles, and the UN Convention on Contracts for International Sale of Goods
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does not apply to this Agreement.
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V. DEFINITIONS
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"Affiliate(s)" means any entity that directly or indirectly controls, is
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controlled by, or is under common control with the subject entity; for purposes
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of this definition, "control" means direct or indirect ownership or control of
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more than 50% of the voting interests of the subject entity. "Agreement" means
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this Moonshine AI Community License Agreement. "AUP" means the Moonshine AI
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Acceptable Use Policy available at https://moonshine.ai/use-policy, as may be
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updated from time to time. "Derivative Work(s)" means (a) any derivative work of
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the Moonshine AI Materials as recognized by U.S. copyright laws and (b) any
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modifications to a Model, and any other model created which is based on or
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derived from the Model or the Model's output, including"fine tune" and "low-rank
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adaptation" models derived from a Model or a Model's output, but do not include
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the output of any Model. "Documentation" means any specifications, manuals,
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documentation, and other written information provided by Moonshine AI related to
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the Software or Models. "Model(s)" means, collectively, Moonshine AI's
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proprietary models and algorithms, including machine-learning models, trained
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model weights and other elements of the foregoing. "Moonshine AI" or "we" means
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Moonshine AI Ltd. and its Affiliates. "Software" means Moonshine AI's
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proprietary software made available under this Agreement now or in the future. "
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Moonshine AI Materials" means, collectively, Moonshine's proprietary Models,
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Software and Documentation (and any portion or combination thereof) made
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available under this Agreement. "Trade Control Laws" means any applicable U.S.
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and non-U.S. export control and trade sanctions laws and regulations. |