This License Agreement ("Agreement") sets forth the terms under which Domyn Large ("the Model"), as defined below, developed by iGenius S.p.A. ("Licensor" or “Domyn”), is licensed to end-users ("Licensee"). By accessing, downloading, or using the Model or the Licensed Materials, as defined below, the Licensee agrees to comply with the terms outlined herein.
1. Definitions
"Model" means Domyn Large, which is the foundational large language model and associated software, including but not limited to algorithms, machine learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, and all related components thereof, which is distributed or made available by Domyn through any platform, website, online resource, or distribution channel, regardless of how Licensee obtained access to it. The Model is designed to assist with language-related tasks, including but not limited to customer support, content creation, data analysis, data retrieval, and content augmentation.
"Documentation" means any specifications, manuals, and documentation accompanying the Model, whether provided directly by Domyn or distributed through any of its authorized channels or platforms.
"Licensed Materials" means the Model, together with all related Documentation and accompanying components, as made available to Licensee pursuant to this Agreement.
"Model Output" means any content or information created by using the Model, such as generated text, translations, or analyses.
"Derivative Works" means any modified or adapted version of the Model, including: (i) fine-tuned versions of the Model; (ii) new models created using the Model's components or architecture; (iii) systems that combine the Model with other software to create a new model.
"Commercial Use" refers to any utilization intended to produce revenue, monetary value, or a business advantage, whether directly or indirectly. Additionally, if the Licensee or any of its affiliates is an organization with an annual revenue exceeding twenty-five million U.S. Dollars (USD $25,000,000) or its equivalent in local currency, the Licensee must obtain a commercial license and agree to the applicable licensing fees and terms.
2. License Grant and Purpose of the License
2.1 Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, personal, non-exclusive, revocable, non-sublicensable, non-transferable, worldwide, and royalty-free license to use the Licensed Materials, solely under Domyn’'s intellectual property rights or its other rights pertaining to the Licensed Materials.
2.2 Licensee may use the Licensed Materials for academic and non-commercial purposes, as well as for commercial purposes, provided that they ensure that their use of the Licensed Materials complies with applicable laws and regulations (including trade compliance laws and regulations) and this Agreement.
3. Intellectual Property Rights
3.1 The Model and the Licensed Materials remain the exclusive intellectual property of the Licensor. No trademark (or similar branding right) licenses are granted to Licensee in connection with Licensed Materials or this Agreement. Licensee using the Licensed Materials under any license type must provide appropriate attribution to the Licensor. For academic use, attributions must be included in any publication or presentation that uses results derived from the Model.
3.2 Subject to compliance with this Agreement, Licensee owns all rights, title, and interest in Model Output generated through Licensee's authorized use of the Model, provided that: (i) such Model Output does not contain or incorporate any of the Model itself or Derivative Works; (ii) Licensee complies with all attribution requirements specified in this Agreement; (iii) Licensee assumes all responsibility for the Model Output and its use, including compliance with applicable laws and third-party rights; and (iv) this ownership of Model Output does not grant Licensee any rights to the Model itself or any Derivative Works.
3.3. Subject to Domyn's ownership of the Licensed Materials, any Derivative Works of the Licensed Materials that are made by Licensee with prior written authorization will be owned by Licensee, as between Licensee and Domyn. This ownership of Derivative Works does not extend to or include any of the underlying Licensed Materials, in which Domyn retains all rights, title, and interest. Licensee assumes all responsibility for the Derivative Works and their use, including compliance with applicable laws and third-party rights.
4. Data Use and Privacy
4.1 Licensee is responsible for ensuring compliance with all applicable data protection and privacy laws when using the Model. Depending on the use case, Licensee must:
- Disclose any data processing activities to their end-users.
- Implement measures to protect sensitive or personal data processed by the Model.
5. Restrictions and Limitations
5.1 Licensee is prohibited from using the Model for the following purposes:
a) Generating or disseminating harmful, unethical, or illegal content, including but not limited to:
i. Hate speech.
ii. Misinformation or disinformation.
iii. Malicious code or activities that harm individuals, groups, or organizations.
b) Using the Model to train competing models or systems without explicit written permission from Licensor.
c) Any use case deemed harmful, unethical, or in violation of the intended purpose of the Model as determined by the Licensor.
d) Modifying, reverse engineering, distributing, copying or creating Derivative works from the Model without express written consent from the Licensor, provided that, in case such consent is granted:
i. The Licensee must attribute the Model by including the following attribution notice within a “Notice” text file distributed as a part of such copies: “Domyn, S.p.A. All Rights Reserved. The Licensed Materials are provided under and subject to the Domyn License Agreement for Domyn Large” and provide a link to the original repository or official documentation.
ii. If the Licensee distributes or makes the Licensed Materials or any Derivative Works thereof available to a third party, the Licensee shall provide a copy of this Agreement to such third party.
6. Liability and Warranties
6.1 IN NO EVENT WILL THE LICENSOR 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 THE LICENSOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.
6.2 The Licensed Materials are provided "as-is" without any warranties, express or implied. Licensor disclaims all warranties, including but not limited to fitness for a particular purpose and non-infringement.
6.3 Licensee assumes all responsibility for ensuring that their use of the Licensed Materials complies with applicable laws and regulations.
7. Indemnity
7.1 Licensee agrees to indemnify, defend, and hold harmless Domyn and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) that arise from or relate to: (a) Licensee's use or misuse of the Licensed Materials, Derivatives or Outputs; (b) Licensee's violation of this Agreement; or (c) Licensee's violation of any rights of any third party in connection with Licensee's use of the Model.
8. Termination
8.1 Licensor reserves the right to terminate this Agreement and revoke access to the Model if the Licensee:
i. Violates any terms of this Agreement.
ii. Uses the Model in a manner that the Licensor deems harmful, unethical, or unlawful.
Upon termination, the Licensee must immediately cease using the Model and delete any copies in their possession.
9. General Provisions
9.1 This Agreement is governed by the laws of Italy.
9.2 Any disputes arising from this Agreement shall be resolved through legal proceedings in Milan, Italy.
9.3 Licensor reserves the right to modify this Agreement at any time, with changes effective upon publication on the official repository or website.
10. Contact Information
10.1 For inquiries regarding this Agreement or to request a commercial license, please contact us at www.domyn.com
Acknowledgment
By accessing, downloading, or using the Licensed Materials, the Licensee affirms that they meet the legal age requirements under applicable laws and possess the legal authority to provide consent. If the Licensee is entering into this Agreement on behalf of an employer or another entity, they confirm that they have the legal authority to bind that employer or entity to this Agreement.
By accessing, downloading, or using the Licensed Materials, the Licensee acknowledges that they have read, understood, and agreed to the terms of this Agreement.
