RIGOCHAT NON-COMMERCIAL LICENSE AGREEMENT

Release Date: 15-01-2025

By using or distributing any portion or element of the RigoChat Language
Model (v2), you agree to be bound by this Agreement, acknowledging the
following terms and conditions.

1\. DEFINITIONS

1.1. Model: Refers to the RigoChat Language Model (v2), owned by ADIC,
made available under this Agreement.

1.2. Licensor: ADIC.

1.3. Agreement: Means this Non-Commercial License Agreement.

1.4. Acceptable Use Policy: Use of the Model is subject to the
Acceptable Use Policy defined below. The Licensee agrees to comply with
it and ensure that users and/or third parties do not use the Model to:

i\) violate or encourage the violation of fundamental rights of third
parties;

ii\) harm or injure any persons, particularly minors or groups of
vulnerable, minority, or protected individuals;

iii\) engage in any illegal, invasive, infringing, defamatory, or
fraudulent activities;

iv\) generate or disseminate false information or content intended to
harm others;

v\) generate or disseminate personally identifiable information that
could be used to harm an individual or group of individuals;

vi\) carry out fully automated decision-making that negatively impacts
individuals' rights;

vii\) engage in, promote, or encourage illegal activities;

viii\) deliberately distribute viruses, worms, trojans, corrupted files,
hoaxes, or other destructive or deceptive elements;

ix\) interfere with the use of the Model to cause malfunction;

x\) disable, interfere with, or circumvent any aspect of the Model;

xi\) use the Model to access any other ADIC product or service in a way
that violates the terms of service of such other ADIC product or
service.

1.5. Derivative Work(s): Means (a) any derivative work from the Model as
recognized by Spanish and European intellectual property laws, and (b)
any modifications of the Model and any other model created based on or
derived from the Model. For clarity, Derivative Works do not include the
output of any Model.

1.6. Documentation: Means any specifications, manuals, documentation, or
other written information provided by ADIC related to the Model.

1.7. Licensee: Means you, 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.

1.8. Non-commercial Use: Means exercising any of the rights granted
under this Agreement for research and/or non-commercial purposes.
Non-commercial use does not include any production and/or commercial use
of the Model or any Derivative Work.

2\. LICENSE RIGHTS

a\. Subject to your compliance with this Agreement, the Acceptable Use
Policy, and the Documentation, ADIC grants you a non-exclusive,
worldwide, non-transferable, non-sublicensable, revocable, royalty-free,
and limited license under ADIC’s intellectual property rights or other
proprietary rights embodied in the Model to use, reproduce, distribute,
and create Derivative Works from the Model, in each case solely for
research and/or non-commercial uses.

b\. You may not use the Model or Derivative Works to enable third
parties to use the Model or Derivative Works as part of your hosted
service or via your APIs, regardless of whether you are adding
substantial additional functionality thereto or not. Merely distributing
the Model or Derivative Works for online download without offering any
related service is not a violation of this section. If you wish to use
the Model or any Derivative Work for commercial and/or production use or
make the Model or any Derivative Work available to third parties via
your hosted service or APIs, please contact ADIC. In case of using the
Model or any Derivative Work for commercial and/or production purposes,
the terms of this license will not apply, and different license terms
and conditions must be accepted and acknowledged.

c\. If you distribute or make the Model or any Derivative Work available
to a third party, such distribution or availability will remain subject
to this Agreement, and you must (i) provide a copy of this Agreement to
such third party and (ii) retain the following attribution notice in a
"Notice" text file distributed as part of such copies: "*RigoChat (v2)
is a language model owned by ADIC and is distributed under a
non-commercial research license granted by ADIC.*” If you create a
Derivative Work from the Model, you must add your own attribution
notices to the Notice file included with the Model, clearly indicating
which attributions apply to the Model, and you must state in the Notice
file that you changed the Model and describe how it was modified.

3\. WARRANTY DISCLAIMER

Unless required by applicable law, the Model and any output or results
therefrom are provided "as is" 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 Model, Derivative Works, or any output or
results, and assume any risks associated with your use of the Model,
Derivative Works, and any output or results.

4\. LIMITATION OF LIABILITY

In no event will ADIC 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 direct, indirect,
special, consequential, incidental, or punitive damages, even if ADIC
has been advised of the possibility of any of the foregoing. ADIC shall
not be liable to the Licensee for any use of the Model in violation of
the terms and conditions of this Agreement.

5\. INTELLECTUAL PROPERTY

a\. No trademark licenses are granted under this Agreement, and neither
ADIC nor the Licensee may use any name or mark owned by or associated
with the other except as required for reasonable and customary use in
describing and redistributing the Model or Derivative Works.

b\. All rights, title, and interest in and to the Model, including all
intellectual property rights, are and will remain the exclusive property
of ADIC.

c\. Subject to ADIC's ownership of the Model and Derivative Works
created by or for ADIC, regarding any Derivative Work created by you, as
between you and ADIC, you shall own such Derivative Works. Similarly,
any Derivative Work not commissioned by ADIC shall be owned by you.

d\. If you initiate litigation or other proceedings against ADIC
(including a counterclaim in a lawsuit) alleging that the Model,
Derivative Works, outputs, or associated products, or any part thereof,
infringe intellectual property rights or other rights you own or are
licensable by you, any license granted to you under this Agreement will
terminate as of the date such litigation or claim is filed or initiated.
You agree to indemnify and hold ADIC harmless from any third-party
claims arising out of or related to your use or distribution of the
Model or Derivative Works in violation of this Agreement.

6\. TERM AND TERMINATION

The term of this Agreement will commence upon your acceptance of this
Agreement or your access to the Model and will continue in full force
and effect until terminated in accordance with the terms and conditions
herein.

This Agreement will automatically terminate if the Licensee breaches any
of its terms and conditions. Upon termination, the Licensee must cease
using the Model and delete all copies of it from any device on which it
may reside. Clauses 3 to 5 shall survive the termination of this
Agreement.

7\. GENERAL PROVISIONS

7.1. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of Spain.

7.2. Entire Agreement: This Agreement constitutes the entire agreement
between ADIC and the Licensee regarding the use of the Model and
supersedes all prior agreements and understandings, whether oral or
written, relating to the Model.

7.3. Modifications: No modification to this Agreement shall be valid
unless in writing and signed by both ADIC and the Licensee.
