QodoAI Open RAIL++-M License
Last Updated: February 19, 2025
Section I: PREAMBLE
This Open RAIL++-M License applies to Licensor's code embedding and integrity multimodal generative AI models.  
This License strives for both the open and responsible downstream use of the Qodo Model accompanying this License. The openness here means enabling users of the Qodo Models to generally make royalty-free and subscription fee-free use of the applicable Qodo Model, modify and creative Derivatives thereof, while complying with use-based restrictions not permitting the use of the Qodo Model in very specific to ensure responsible use. While Derivatives of the Qodo Model can be released under different licensing terms, the latter will always have to include - at minimum - the same use-based restrictions as the ones in the original License.
This License governs the use of Qodo Models (and their Derivatives) and is informed by the model card associated with the relevant Qodo Model accompanying this License.
NOW THEREFORE, You and Licensor agree as follows:
1. Definitions
(a) "License" means these terms and conditions for use, reproduction, and Distribution of the Qodo Models and their Derivatives, as defined herein. For the avoidance of doubt, Data and source code are not licensed under this License. 
(b) "Data" means a collection of information and/or content extracted from the dataset used with the Qodo Model, including to train, pretrain, or otherwise evaluate the Qodo Model. The Data is not licensed under this License.
(c) "Output" means the results of operating a Qodo Model as embodied in informational content resulting therefrom.
(d) "Qodo Model" means any accompanying machine-learning based assemblies (including checkpoints), consisting of learnt weights, parameters (including optimizer states), corresponding to the model architecture as embodied in the Complementary Material, that have been trained or tuned, in whole or in part on the Data, using the Complementary Material. 
(e) "Derivatives" means all modifications to the Qodo Model, works based on the Qodo Model, or any other model which is created or initialized by transfer of patterns of the weights, parameters, activations or output of the Qodo Model, to the other model, in order to cause the other model to perform similarly to the Qodo Model, including - but not limited to - distillation methods entailing the use of intermediate data representations or methods based on the generation of synthetic data by the Qodo Model for training the other model.
(f) "Complementary Material" means the accompanying scripts used to define, run, load, benchmark or evaluate the Qodo Model, and used to prepare data for training or evaluation, if any. This includes any accompanying documentation, tutorials, examples, etc, if any.
(g) "Distribution" means any transmission, reproduction, publication or other sharing of the Qodo Model or Derivatives of the Qodo Model to a third party, including providing the Qodo Model as a hosted or cloud service made available by electronic or other remote means - e.g. API-based or web-access.
(h) "Licensor", "Qodo" or "QodoAI" means Codium Ltd. (dba Qodo), or any corporate affiliate of Qodo authorized by it that is granting this License to You. 
(i) "You" (or "Your") means an individual or legal entity exercising permissions granted by this License and/or making use of the Qodo Model for whichever purpose and in any field of use, including commercial usage of the Qodo Model in an end-use application - e.g. chatbot, translator, code generator. If You are accepting this License on behalf of a company or another legal entity, you represent that You have the authority to bind such legal entity to this License. 
(j) "Third Parties" means individuals or legal entities that are not under common control with Licensor or You.
(k) "Contribution" means any work of authorship, including the original version of the Qodo Model and any modifications or additions to that Model or Derivatives of the Qodo Model thereof, that is intentionally submitted to Licensor for inclusion in the Qodo 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 the Licensor 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, the Licensor for the purpose of discussing and improving the Qodo Model, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."
(l) "Contributor" means Licensor and any individual or legal entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Qodo Model.
Section II: INTELLECTUAL PROPERTY RIGHTS
Both copyright and patent grants apply to the Qodo Model, Derivatives of the Qodo Model and Complementary Material. The Qodo Model and Derivatives of the Qodo Model are subject to additional terms as described in Section III.
2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, copyright license to reproduce, prepare, publicly display, publicly perform, sublicense, and distribute the Complementary Material, the Qodo Model, and Derivatives of the Qodo Model.
3. Grant of Patent License. Subject to the terms and conditions of this License and where and as applicable, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, (except as stated in this paragraph) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Qodo Model and the Complementary Material, 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 Qodo Model to which such Contribution(s) was submitted. 
4. Termination for IP Claims. If You institute litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Qodo Model and/or Complementary Material or a Contribution incorporated within the Qodo Model and/or Complementary Material constitutes direct or contributory intellectual rights (including copyright or patent) infringement, then any licenses granted to You under this License for the Qodo Model and/or Derivatives shall terminate as of the date such litigation is asserted or filed.
       Section III: CONDITIONS OF USAGE, DISTRIBUTION AND REDISTRIBUTION
5. Distribution and Redistribution. You may host for Third Parties remote access purposes (e.g. software-as-a-service), reproduce and distribute copies of the Qodo Model or Derivatives of the Qodo Model thereof in any medium, with or without modifications, provided that You meet the following conditions:
a. Use-based restrictions as referenced in paragraph 5 MUST be included as an enforceable provision by You in any type of legal agreement (e.g. a license, customer or subscription agreement) governing the use and/or Distribution of the Qodo Model or Derivatives of the Qodo Model, and You shall give notice to subsequent users You Distribute to, that the Qodo Model or Derivatives of the Qodo Model are subject to paragraph 5. This provision does not apply to the use of Complementary Material.
b. You must give any Third Party recipients of the Qodo Model or Derivatives of the Qodo Model a copy of this License;
   c. You must cause any modified files to carry prominent notices stating that You changed the files;
d. You must retain all copyright, patent, trademark, and attribution notices excluding those notices that do not pertain to any part of the Qodo Model, Derivatives of the Qodo Model.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions - respecting paragraph 4.a. - for use, reproduction, or Distribution of Your modifications, or for any such Derivatives of the Qodo Model as a whole, provided Your use, reproduction, and Distribution of the Qodo Model otherwise complies with the conditions stated in this License.
6. Use-based restrictions. The restrictions set forth in Attachment A are considered use-based restrictions. Therefore You cannot use the Qodo Model and the Derivatives of the Qodo Model for the specified restricted uses. You may use the Qodo Model subject to this License, including only for lawful purposes and in accordance with the License. Use may include creating any content with, finetuning, distillation, updating, running, training, evaluating and/or reparametrizing the Qodo Model, provided that if You use the Qodo Model, the Derivatives or Complementary Materials to create, train, fine tune, or otherwise improve an AI model, which is distributed or otherwise made available, You must include "Qodo" at the beginning of any such AI model's name . You shall require all of Your users who use the Qodo Model or a Derivative of the Qodo Model to comply with the terms of this paragraph (paragraph 5).
7. The Output You Generate. Except as set forth herein, Licensor claims no rights in the Output You generate using the Qodo Model. You are accountable for the Output you generate and its subsequent uses. No use of the output can contravene any provision as stated in the License.
Section IV: OTHER PROVISIONS
8. Updates and Runtime Restrictions. To the maximum extent permitted by law, Licensor reserves the right to restrict (remotely or otherwise) usage of the Qodo Model in violation of this License, update the Qodo Model through electronic means, or modify the Output of the Qodo Model based on updates. You shall undertake reasonable efforts to use the latest version of the Qodo Model.
9. Trademarks and related. Nothing in this License permits You to make use of Licensors' trademarks, trade names, logos or to otherwise suggest endorsement or misrepresent the relationship between the parties; and any rights not expressly granted herein are reserved by the Licensors.
10. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Qodo Model and the Complementary Material (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, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Qodo Model, Derivatives of the Qodo Model, and the Complementary Material and assume any risks associated with Your exercise of permissions under this License.
11. 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 (including Licensor) be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Qodo Model and the Complementary Material (including but not limited to damages for loss of goodwill, work stoppage, computer or model 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. To the extent such limitation of direct damages is restricted under the laws of Your jurisdiction, then in respect of such jurisdiction Contributor's aggregate liability under, arising out of or otherwise in connection with this License shall be capped at $100. 
12.  Indemnity. You will indemnify, defend, and hold harmless Qodo, its affiliates, and their respective shareholders, resellers, vendors, directors, employees and agents from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party arising out of or related to your use of or distribution of the Qodo Model, the Derivatives or Output.
13. Accepting Warranty or Additional Liability. While redistributing the Qodo Model, the Derivatives of the Qodo Model and the Complementary Material thereof, 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 License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.
14. Severability. If any provision of this License is held to be invalid, illegal or unenforceable, the remaining provisions shall be unaffected thereby and remain valid as if such provision had not been set forth herein.
15. Amendments. Qodo may update, revise or amend this License, with or without notice, at its sole discretion, including to comply with regulatory requirements and in accordance with developments in the AI field, and will post such updated version on Qodo's website and/or 3rd party code repository website(s) and/or platform(s) where the Qodo Models are made available. Qodo encourages You to regularly review these. The last revision will be reflected in the "Last Updated" heading. Your continued use of the Qodo Models, Complementary Materials and Derivatives following any such amendment will be considered your consent to the updated License terms, and to the extent You disagree with the amendment, You must cease your use and distribution of the Qodo Models, the Complementary Materials and any Derivative thereof. 
END OF TERMS AND CONDITIONS


Attachment A
Use Restrictions
You agree not to use the Qodo Model or Derivatives of the Qodo Model:
(a) In any way that violates any applicable national, federal, state, local or international law or regulation;
(b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
(c) To generate or disseminate verifiably false information and/or content with the purpose of harming others;
(d) To generate or disseminate personal identifiable information that can be used to harm an individual;
(e) To generate or disseminate information and/or content (e.g. images, code, posts, articles), and place the information and/or content in any context (e.g. bot generating tweets) without expressly and intelligibly disclaiming that the information and/or content is machine generated;
(f) To defame, disparage or otherwise harass others;
(g) To impersonate or attempt to impersonate (e.g. deepfakes) others without their consent;
(h) For fully automated decision making that adversely impacts an individual's legal rights or otherwise creates or modifies a binding, enforceable obligation;
(i) For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics, or in a manner that is obscene, violent, hateful, racist or discriminatory, pornographic or is otherwise offensive;
(j) To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
(k) For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
(l) To provide medical advice and medical results interpretation;
(m) To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).
(n) To infringe, violate or misappropriate any patent, trademark, trade secret, copyright, or other intellectual property or other proprietary rights of any other person.
(o) To transmit or otherwise makes available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful computer code, library, file, or program.