By using this website, you agree to the storing of cookies on your device to analyze site usage. View our Privacy Policy for more information.
Deny
Accept
Start working with ESM
Use ESM3

Cambrian Open License Agreement

EvolutionaryScale Cambrian Open License Agreement

Please read this EvolutionaryScale Cambrian Open License Agreement (the “Agreement”) carefully before using the Licensed Code or Licensed Model (each as defined below), which are offered by EvolutionaryScale, PBC (“ES”).  

‍

By downloading the Licensed Code or Licensed Model, or otherwise using the Licensed Code or Licensed Model in any manner, You agree that You have read and agree to be bound by the terms of this Agreement. If You are accessing the Licensed Code or Licensed Model on behalf of an organization or entity, You represent and warrant that You are authorized to enter into this Agreement on that organization’s or entity’s behalf and bind them to the terms of 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). Use of the Licensed Code, the Licensed Model and all other Licensed Model IP is expressly conditioned upon Your assent to all terms of this Agreement, to the exclusion of all other terms. 

‍

  1. Definitions.  In addition to other terms defined elsewhere in this Agreement, the terms below have the following meanings.

‍

  1. “Contribution” means any work of authorship, including the original versions of the Licensed Code and Licensed Model and any modifications or additions to the Licensed Code, the Licensed Model or Derivative Works thereof, that are intentionally submitted to ES for inclusion in the Licensed Code or Licensed Model by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to ES or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, ES for the purpose of discussing and improving the Licensed Code or Licensed Model, but excluding Outputs and all communications that are conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

  

  1. “Contributor” means ES and any individual or Legal Entity on behalf of whom a Contribution has been received by ES and subsequently incorporated within the Licensed Code or Licensed Model.

‍

  1. “Derivative Work” means any work, whether in Source or Object form, that is based on (or derived from) the Licensed Model and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship, including, without limitation, any artificial intelligence models which are distributed or made available that are created, trained, fine-tuned or otherwise improved using the Licensed Model, Outputs or Output Derivatives. For the purposes of this Agreement, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Licensed Model and Derivative Works thereof.

‍

  1. “ESM-3 Model” means the combination of the ESM-3 Model Code and the ESM-3 Model Weights and all software, algorithms, machine-learning model code, inference-enabling code, training-enabling code, fine-tuning enabling code and other elements of the foregoing distributed and made available to You by ES on the GitHub Page, each as may be updated and amended from time to time, whether in Source or Object form.

‍

  1. “ESM-3 Model Code” means the code for EvolutionaryScale’s ESM-3 Open Model made available to You on the GitHub Page.

‍

  1. “ESM-3 Model Weights” means the trained model weights for EvolutionaryScale’s ESM-3 Open Model made available to You at https://huggingface.co/EvolutionaryScale/esm3-sm-open-v1, as may be updated and amended from time to time.

‍

  1. “ESMC 6B Model Code” means the code for EvolutionaryScale’s ESMC 6B Open Model made available to You on the GitHub Page.

‍

  1. “ESMC 600M Model” means the combination of the ESMC 600M Model Code and the ESMC 600M Model Weights and all software, algorithms, machine-learning model code, inference-enabling code, training-enabling code, fine-tuning enabling code and other elements of the foregoing distributed and made available to You by ES on the GitHub Page, each as may be updated and amended from time to time, whether in Source or Object form.

‍

  1. “ESMC 600M Model Code” means the code for EvolutionaryScale’s ESMC 600M Open Model made available to You on the GitHub Page.

‍

  1. “ESMC 600M Model Weights” means the trained model weights for EvolutionaryScale’s ESMC 600M Open Model made available to You at https://huggingface.co/EvolutionaryScale/esmc-600m-2024-12, as may be updated and amended from time to time.

‍

  1. “GitHub Page” means the page made available at https://github.com/evolutionaryscale/esm, as may be updated and amended from time to time.

‍

  1. “Legal Entity” means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

 

  1. “Licensed Code” means the ESM-3 Model Code, the ESMC 6B Model Code and the ESMC 600M Model Code whether in Source or Object form. 

‍

  1. “Licensed Model” means the EvolutionaryScale ESMC 300M Open Model (including the trained model weights for the ESMC 300M Open Model made available at https://huggingface.co/EvolutionaryScale/esmc-300m-2024-12, and all software, algorithms, machine-learning model code, inference-enabling code, training-enabling code, fine-tuning enabling code and other elements of the foregoing distributed and made available to You by ES on the GitHub Page, each as may be updated and amended from time to time, whether in Source or Object form.

‍

  1. “Licensed Model IP” means, collectively, the Licensed Model, all Derivative Works, all Outputs and all Output Derivatives.

‍

  1. “Object” means any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

‍

  1. “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 directly or indirectly by, or otherwise made available to, You in connection with Your use of the Licensed Model.

‍

  1. “Output Derivatives” means any enhancements, modifications and derivative works of Outputs (including, but not limited to, any derivative sequences or molecules).

‍

  1. “Source” means the preferred form for making modifications, including but not limited to Licensed Model source code, documentation source, and configuration files.

 

  1. “Third Party Model” means any non-human tool, platform and/or other technology powered or made available in connection with the use of generative artificial intelligence or machine learning models that is operated by any third party.

‍

  1. “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. 

‍

  1. Intellectual Property Rights and Licenses.  

 

  1. Copyright License. Subject to the terms and conditions of this Agreement, each Contributor hereby grants to You a worldwide, non-exclusive, non-transferable, limited copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Licensed Code, the Licensed Model and such Derivative Works in Source or Object form.  

‍

  1. Patent License.  Subject to the terms and conditions of this Agreement, each Contributor hereby grants to You a worldwide, non-exclusive, non-transferable, limited patent license to make, have made, use, import, and otherwise transfer the Licensed Code and the Licensed Model, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Licensed Code or the Licensed Model to which such Contribution(s) was submitted. 

‍

  1. Infringement and Misappropriation Claims.  If You institute litigation or other proceedings against ES or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Licensed Code, the Licensed Model IP or a Contribution incorporated within the Licensed Code or the Licensed Model IP constitutes direct or contributory infringement, violation or misappropriation of any copyright, patent, trademark or other intellectual property or proprietary rights owned or licensable by You, then any licenses granted to You under this Agreement for that Licensed Code or Licensed Model IP shall terminate as of the date such litigation or claim is filed or instituted. You will indemnify, defend and hold ES harmless from and against any claim by any third party arising out of or related to Your use or distribution of the Licensed Code or Licensed Model IP.

‍

  1. Licensing Process.  In connection with Your licensing of the Licensed Code or Licensed Model, ES may collect, from You or automatically through Your use of the Licensed Code or Licensed Model, certain registration information about You, any Legal Entity You may represent, and Your use of the Licensed Code or Licensed Model. The collection of this information and ES’s policies and procedures regarding the collection, use, disclosure and security of information received are described further in ES’s Privacy Policy available at https://www.evolutionaryscale.ai/policies/privacy, as may be updated from time to time. 

‍

  1. Redistribution.  Subject to Section 5 below, You may reproduce and distribute copies of the Licensed Model IP in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

‍

  1. You must give any other recipients of the Licensed Model IP a copy of this Agreement; and

‍

  1. You must cause any modified files to carry prominent notices stating that You changed the files; and

‍

  1. You must prominently display “Built with ESM” on any application programming interface, model, workflow, website, user interface, blog post, about page, product documentation or other media or interface that incorporates Licensed Model IP or where You make any Licensed Model IP accessible or available; and 

‍

  1. You must identify any drug, drug candidate, medication or pharmaceutical of any kind and any molecular or biological target, hit or lead identification that is created, identified, discovered, developed, modified or improved using any Licensed Model IP as “Generated with ESM,” including, without limitation, in public disclosures to the United States Food and Drug Administration and similar regulatory authorities; and

‍

  1. You must include “ESM” at the beginning of the title of any Derivative Works, but without (i) using the same combination of either of these words with a version number, model size indication, letter or similar designation that forms the title of an existing ES model or offering; (ii) incorporating any proper noun, name or trademark in the title of any Derivative Works; or (iii) using any other title that is reasonably likely to mislead a user, lead to user confusion or be mistaken for an EvolutionaryScale model or offering; and

‍

  1. You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Licensed Model, excluding those notices that do not pertain to any part of the Derivative Works; and

‍

  1. If the Licensed Model includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: (i) within a NOTICE text file distributed as part of the Derivative Works; (ii) within the Source form or documentation, if provided along with the Derivative Works; or (iii) within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify this Agreement, and must include “The ESMC 300M Model is licensed under the EvolutionaryScale Cambrian Open License Agreement.” You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Licensed Model, provided that such additional attribution notices cannot be construed as modifying this Agreement.

‍

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Licensed Model otherwise complies with the conditions stated in this Agreement.

‍

  1. Acceptable Use.  Your use of the Licensed Code and the Licensed Model IP must comply with all applicable laws, rules and regulations (including, without limitation, trade compliance laws and regulations) and may also be subject to additional use restrictions communicated to You through the Licensed Model IP or otherwise, including those set forth in the ES Acceptable Use Policy available at https://www.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. In the event of any conflict between the terms of this Agreement and the terms of the AUP, the terms that are more restrictive of Your use of the Licensed Code or the Licensed Model IP, as applicable, shall govern and control. Your access to and use of the ESM-3 Model Weights, the ESM-3 Model, the ESMC 600M Model Weights and the ESMC 600M Model is subject to the EvolutionaryScale’s Cambrian Non-Commercial License Agreement made available at https://www.evolutionaryscale.ai/policies/cambrian-non-commercial-license-agreement, as may be updated and amended from time to time.

‍

  1. Submission of Contributions.  Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Licensed Code or the Licensed Model by You to ES shall be under the terms and conditions of this Agreement, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with ES regarding such Contributions.

 

  1. Trademarks.  This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of ES, except as required for reasonable and customary use to comply with the requirements of Section 4 of this Agreement or in describing the origin of the Licensed Model IP and reproducing the content of the NOTICE file. ES hereby grants You a limited, non-exclusive, non-transferable license to use the “ESM” and “ESMC 300M” names (the “Marks”) solely as required to comply with the requirements of Section 4. For the avoidance of doubt, You may not use any Marks in a way that is misrepresentative, violates the AUP or is otherwise harmful or objectionable to ES. All goodwill arising out of Your use of the Marks will inure to the benefit of ES. 

‍

  1. 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 CODE AND LICENSED MODEL (AND EACH CONTRIBUTOR PROVIDES ITS CONTRIBUTIONS) 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 OR REDISTRIBUTING THE LICENSED CODE OR LICENSED MODEL AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.

‍

  1. Limitation of Liability.  In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Licensed Code or Licensed Model IP (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

‍

  1. Accepting Warranty or Additional Liability.  While redistributing Derivative Works, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of ES or any other Contributor, and only if You agree to indemnify, defend, and hold ES and each Contributor harmless for any liability incurred by, or claims asserted against, ES or such Contributor by reason of your accepting any such warranty or additional liability.

‍

  1. General. 

‍

  1. Entire Agreement.  This Agreement constitutes the entire agreement between You and ES relating to the subject matter hereof and supersedes 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 provide You with notice of any material changes that may negatively impact Your use of the Licensed Code or Licensed Model through the GitHub Page 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.

‍

  1. Term and Termination.  The term of this Agreement will commence upon Your acceptance of this Agreement or access to the Licensed Code or Licensed Model and will continue in full force and effect until terminated in accordance with the terms and conditions herein. 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 Code or Licensed Model IP. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity obligations and limitations of liability.

‍

  1. 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.

‍

  1. Export Control.  You shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, and any other applicable U.S. and foreign authority.

‍

  1. 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.

‍

  1. 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.

‍

  1. Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, 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.

‍

Table of Contents
{links are generated when publishing the site}