Please read this EvolutionaryScale Cambrian Inference Clickthrough License Agreement (the “Agreement”) carefully before using the Licensed Models (as defined below), which are offered by EvolutionaryScale, PBC (“ES”).
By purchasing a license to, using or accessing the Licensed Models through SageMaker, You agree that You have read and agree to be bound by this Agreement. If You are accessing the Licensed Models on behalf of an organization or entity, You represent and warrant You are authorized to enter into this Agreement on that organization’s or entity’s behalf and bind them to this Agreement (in which case, the references to “You” and “Your” in this Agreement, except for in this sentence, refer to that organization or entity).
Definitions. In addition to other terms defined elsewhere in this Agreement, the terms below have the following meanings.
- “Inference Fees” means all applicable inference costs and fees charged for access to and use of the Licensed Models through SageMaker.
- “Licensed Models” means the EvolutionaryScale ESMC 300M, ESMC 600M and/or ESMC 6B Models made available to You through SageMaker at https://aws.amazon.com/marketplace/seller-profile?id=seller-iw2nbscescndm, as may be updated and amended from time to time.
- “Output” means any output, including any protein sequence, structure prediction, functional annotation, molecule, descriptions of a molecule, model, sequence, text, and/or image that is elicited by, or otherwise provided to, You in connection with Your use of the Licensed Models.
- “Permitted Purpose” means use for drug, medication or pharmaceutical discovery and development, identification of molecular or biological targets, hits or leads, selection of drug candidates and optimization of leads.
- “SageMaker” means the Amazon Web Services SageMaker platform.
- “You” or “Your” means the individual entering into this Agreement or the organization or entity on whose behalf such individual is entering into this Agreement.
Use of Licensed Models and Outputs.
Subject to the terms and conditions of this Agreement, ES grants You a non-sublicensable, non-exclusive license to internally access and use the Licensed Models for the Permitted Purpose. As between You and EvolutionaryScale, and to the extent permitted by applicable law, You will own all Output, and EvolutionaryScale hereby makes and agrees to make all assignments to accomplish the foregoing ownership. Notwithstanding anything to the contrary herein, You may not: (a) reproduce, distribute, license or resell access to or copies of the Licensed Models or Output, including, for example, for incorporation into any commercial application programming interface; (b) use the Licensed Models for or on behalf of a third party; (c) use the Licensed Models or any Output to develop models that compete with EvolutionaryScale or any of EvolutionaryScale’s models or offerings; (d) use any Output to bypass inferencing the Licensed Models or any of EvolutionaryScale’s other models or offerings, including, without limitation, by training a distilled model; or (e) use any Output to develop or improve any other language model, foundation model or other generalist biological model. Your use of the Licensed Models and Outputs is also subject to the ES Acceptable Use Policy available at https://evolutionaryscale.ai/policies/acceptable-use-policy, as may be updated and amended from time to time (the “AUP”), the terms of which are incorporated herein by reference. If any conflict arises between this Agreement and the AUP, the terms that are more restrictive of Your use of the Licensed Models and Outputs shall govern and control.
Inference Fees.
The Licensed Models will be provided to You on a pay-as-you-go basis with no minimum Inference Fees. You will pay and be solely responsible for all applicable Inference Fees based on Your access to and use of the Licensed Models in accordance with the payment terms presented to You through SageMaker. All Inference Fees paid are non-refundable and are not subject to set-off.
Licensing Process.
ES may collect, from You or automatically through Your use of the Licensed Models, certain registration information and usage information. ES will collect, use, handle, disclose and secure any such information in accordance with ES’s Privacy Policy available at https://www.evolutionaryscale.ai/policies/privacy, as may be updated from time to time.
Disclaimer of Warranty.
UNLESS REQUIRED BY APPLICABLE LAW OR OTHERWISE EXPRESSLY AGREED MUTUALLY AGREED UPON BY YOU AND ES IN WRITING, ES PROVIDES THE LICENSED MODELS ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CORRECTNESS, RELIABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE LICENSED MODELS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.
Entire Agreement.
This Agreement and any other agreements between either ES or SageMaker, on the one hand, and You, on the other hand, form the entire agreement relating to the subject matter hereof and supersede all proposals, understandings, or discussions, whether written or oral, relating to the subject matter of this Agreement and all past dealing or industry custom. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. ES may amend or modify this Agreement from time to time and will use reasonable efforts to give You notice of any material changes that may negatively affect Your use of the Licensed Models through SageMaker or through another means made available to You. No other changes, modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.
Term and Termination.
The term of this Agreement will commence upon Your acceptance of this Agreement or access to the Licensed Models and will continue in full force and effect until terminated in accordance with the terms and conditions herein. You may terminate Your license to and use of the Licensed Models, as well as this Agreement, at any time. ES may terminate this Agreement if You are in breach of any term or condition of this Agreement. Upon termination of this Agreement, You shall delete and cease use of the Licensed Models but You may retain access to and use of the Outputs. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.
Relationship of Parties.
You and ES are independent contractors, and nothing herein shall be deemed to constitute either party as the agent or representative of the other or both parties as joint venturers or partners for any purpose.
Assignment.
This Agreement and the rights and obligations herein may not be assigned or transferred, in whole or in part, by You without the prior written consent of ES. Any assignment in violation of this provision is void. ES may freely assign or transfer this Agreement, in whole or in part. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
Governing Law.
This Agreement shall be governed by and construed under the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the Uniform Computer Information Transactions Act.
Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.