| MOONSHINE AI COMMUNITY LICENSE AGREEMENT | |
| Last Updated: June 15th, 2025 | |
| I. INTRODUCTION | |
| This Agreement applies to any individual person or entity ("You", "Your" or | |
| "Licensee") that uses or distributes any portion or element of the Moonshine AI | |
| Materials or Derivative Works thereof for any Research & Non-Commercial or | |
| Commercial purpose. Capitalized terms not otherwise defined herein are defined | |
| in Section V below. | |
| This Agreement is intended to allow research, non-commercial, and limited | |
| commercial uses of the Models free of charge. In order to ensure that certain | |
| limited commercial uses of the Models continue to be allowed, this Agreement | |
| preserves free access to the Models for people or organizations generating | |
| annual revenue of less than US $1,000,000 (or local currency equivalent). | |
| By clicking "I Accept" or by using or distributing or using any portion or | |
| element of the Moonshine Materials or Derivative Works, You agree that You have | |
| read, understood and are bound by the terms of this Agreement. If You are acting | |
| on behalf of a company, organization or other entity, then "You" includes you | |
| and that entity, and You agree that You: (i) are an authorized representative of | |
| such entity with the authority to bind such entity to this Agreement, and (ii) | |
| You agree to the terms of this Agreement on that entity's behalf. | |
| II. RESEARCH & NON-COMMERCIAL USE LICENSE | |
| Subject to the terms of this Agreement, Moonshine AI grants You a non-exclusive, | |
| worldwide, non-transferable, non-sublicensable, revocable and royalty-free | |
| limited license under Moonshine AI's intellectual property or other rights owned | |
| by Moonshine AI embodied in the Moonshine AI Materials to use, reproduce, | |
| distribute, and create Derivative Works of, and make modifications to, the | |
| Moonshine AI Materials for any Research or Non-Commercial Purpose. "Research | |
| Purpose" means academic or scientific advancement, and in each case, is not | |
| primarily intended for commercial advantage or monetary compensation to You or | |
| others. "Non-Commercial Purpose" means any purpose other than a Research Purpose | |
| that is not primarily intended for commercial advantage or monetary compensation | |
| to You or others, such as personal use (i.e., hobbyist) or evaluation and | |
| testing. | |
| III. COMMERCIAL USE LICENSE | |
| Subject to the terms of this Agreement (including the remainder of this Section | |
| III), Moonshine AI grants You a non-exclusive, worldwide, non-transferable, | |
| non-sublicensable, revocable and royalty-free limited license under Moonshine | |
| AI's intellectual property or other rights owned by Moonshine AI embodied in the | |
| Moonshine AI Materials to use, reproduce, distribute, and create Derivative | |
| Works of, and make modifications to, the Moonshine AI Materials for any | |
| Commercial Purpose. "Commercial Purpose" means any purpose other than a Research | |
| Purpose or Non-Commercial Purpose that is primarily intended for commercial | |
| advantage or monetary compensation to You or others, including but not limited | |
| to, (i) creating, modifying, or distributing Your product or service, including | |
| via a hosted service or application programming interface, and (ii) for Your | |
| business's or organization's internal operations. If You are using or | |
| distributing the Moonshine AI Materials for a Commercial Purpose, You must | |
| register with Moonshine AI at (https://moonshine.ai/community-license). If at | |
| any time You or Your Affiliate(s), either individually or in aggregate, generate | |
| more than USD $1,000,000 in annual revenue (or the equivalent thereof in Your | |
| local currency), regardless of whether that revenue is generated directly or | |
| indirectly from the Moonshine AI Materials or Derivative Works, any licenses | |
| granted to You under this Agreement shall terminate as of such date. You must | |
| request a license from Moonshine AI at (https://moonshine.ai/license) , which | |
| Moonshine AI may grant to You in its sole discretion. If you receive Moonshine | |
| AI Materials, or any Derivative Works thereof, from a Licensee as part of an | |
| integrated end user product, then Section III of this Agreement will not apply | |
| to you. | |
| IV. GENERAL TERMS | |
| Your Research, Non-Commercial, and Commercial License(s) under this Agreement | |
| are subject to the following terms. a. Distribution & Attribution. If You | |
| distribute or make available the Moonshine AI Materials or a Derivative Work to | |
| a third party, or a product or service that uses any portion of them, You shall: | |
| (i) provide a copy of this Agreement to that third party, (ii) retain the | |
| following attribution notice within a "Notice" text file distributed as a part | |
| of such copies: "This Moonshine AI Model is licensed under the Moonshine AI | |
| Community License, Copyright © Moonshine AI Ltd. All Rights Reserved", and (iii) | |
| prominently display "Powered by Moonshine AI" on a related website, user | |
| interface, blogpost, about page, or product documentation. If You create a | |
| Derivative Work, You may add your own attribution notice(s) to the "Notice" text | |
| file included with that Derivative Work, provided that You clearly indicate | |
| which attributions apply to the Moonshine AI Materials and state in the "Notice" | |
| text file that You changed the Moonshine AI Materials and how it was modified. | |
| b. Use Restrictions. Your use of the Moonshine AI Materials and Derivative | |
| Works, including any output or results of the Moonshine AI Materials or | |
| Derivative Works, must comply with applicable laws and regulations (including | |
| Trade Control Laws and equivalent regulations) and adhere to the Documentation | |
| and Moonshine AI's AUP, which is hereby incorporated by reference. Furthermore, | |
| You will not use the Moonshine AI Materials or Derivative Works, or any output | |
| or results of the Moonshine AI Materials or Derivative Works, to create or | |
| improve any foundational generative AI model (excluding the Models or Derivative | |
| Works). c. Intellectual Property. (i) Trademark License. No trademark licenses | |
| are granted under this Agreement, and in connection with the Moonshine AI | |
| Materials or Derivative Works, You may not use any name or mark owned by or | |
| associated with Moonshine AI or any of its Affiliates, except as required under | |
| Section IV(a) herein. (ii) Ownership of Derivative Works. As between You and | |
| Moonshine AI, You are the owner of Derivative Works You create, subject to | |
| Moonshine AI's ownership of the Moonshine AI Materials and any Derivative Works | |
| made by or for Moonshine AI. (iii) Ownership of Outputs. As between You and | |
| Moonshine AI, You own any outputs generated from the Models or Derivative Works | |
| to the extent permitted by applicable law. (iv) Disputes. If You or Your | |
| Affiliate(s) institute litigation or other proceedings against Moonshine AI | |
| (including a cross-claim or counterclaim in a lawsuit) alleging that the | |
| Moonshine AI Materials, Derivative Works or associated outputs or results, or | |
| any portion of any of the foregoing, constitutes infringement of intellectual | |
| property or other rights owned or licensable by You, then any licenses granted | |
| to You under this Agreement shall terminate as of the date such litigation or | |
| claim is filed or instituted. You will indemnify and hold harmless Moonshine AI | |
| from and against any claim by any third party arising out of or related to Your | |
| use or distribution of the Moonshine AI Materials or Derivative Works in | |
| violation of this Agreement. (v) Feedback. From time to time, You may provide | |
| Moonshine AI with verbal and/or written suggestions, comments or other feedback | |
| related to Moonshine AI's existing or prospective technology, products or | |
| services (collectively, "Feedback"). You are not obligated to provide Moonshine | |
| AI with Feedback, but to the extent that You do, You hereby grant Moonshine AI a | |
| perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable, | |
| non-exclusive, worldwide right and license to exploit the Feedback in any manner | |
| without restriction. Your Feedback is provided "AS IS" and You make no | |
| warranties whatsoever about any Feedback. d. Disclaimer Of Warranty. UNLESS | |
| REQUIRED BY APPLICABLE LAW, THE MOONSHINE AI MATERIALS AND ANY OUTPUT AND | |
| RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, 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 OR | |
| LAWFULNESS OF USING OR REDISTRIBUTING THE MOONSHINE AI MATERIALS, DERIVATIVE | |
| WORKS OR ANY OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF | |
| THE MOONSHINE AI MATERIALS, DERIVATIVE WORKS AND ANY OUTPUT AND RESULTS. e. | |
| Limitation Of Liability. IN NO EVENT WILL MOONSHINE AI 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 DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY | |
| OR PUNITIVE DAMAGES, EVEN IF MOONSHINE AI OR ITS AFFILIATES HAVE BEEN ADVISED OF | |
| THE POSSIBILITY OF ANY OF THE FOREGOING. f. Term And Termination. The term of | |
| this Agreement will commence upon Your acceptance of this Agreement or access to | |
| the Moonshine AI Materials and will continue in full force and effect until | |
| terminated in accordance with the terms and conditions herein. Moonshine AI 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 | |
| any Moonshine AI Materials or Derivative Works. Section IV(d), (e), and (g) | |
| shall survive the termination of this Agreement. g. Governing Law. This | |
| Agreement will be governed by and constructed in accordance with the laws of the | |
| United States and the State of California without regard to choice of law | |
| principles, and the UN Convention on Contracts for International Sale of Goods | |
| does not apply to this Agreement. | |
| V. DEFINITIONS | |
| "Affiliate(s)" means any entity that directly or indirectly controls, is | |
| controlled by, or is under common control with the subject entity; for purposes | |
| of this definition, "control" means direct or indirect ownership or control of | |
| more than 50% of the voting interests of the subject entity. "Agreement" means | |
| this Moonshine AI Community License Agreement. "AUP" means the Moonshine AI | |
| Acceptable Use Policy available at https://moonshine.ai/use-policy, as may be | |
| updated from time to time. "Derivative Work(s)" means (a) any derivative work of | |
| the Moonshine AI Materials as recognized by U.S. copyright laws and (b) any | |
| modifications to a Model, and any other model created which is based on or | |
| derived from the Model or the Model's output, including"fine tune" and "low-rank | |
| adaptation" models derived from a Model or a Model's output, but do not include | |
| the output of any Model. "Documentation" means any specifications, manuals, | |
| documentation, and other written information provided by Moonshine AI related to | |
| the Software or Models. "Model(s)" means, collectively, Moonshine AI's | |
| proprietary models and algorithms, including machine-learning models, trained | |
| model weights and other elements of the foregoing. "Moonshine AI" or "we" means | |
| Moonshine AI Ltd. and its Affiliates. "Software" means Moonshine AI's | |
| proprietary software made available under this Agreement now or in the future. " | |
| Moonshine AI Materials" means, collectively, Moonshine's proprietary Models, | |
| Software and Documentation (and any portion or combination thereof) made | |
| available under this Agreement. "Trade Control Laws" means any applicable U.S. | |
| and non-U.S. export control and trade sanctions laws and regulations. |