UMD SOURCE AVAILABLE NON-COMMERCIAL END USER LICENSE AGREEMENT

THESE LICENSE TERMS ARE A LEGAL AGREEMENT BETWEEN YOU ("You") AND THE
UNIVERSITY OF MARYLAND, a public agency and instrumentality of the State of
Maryland, on behalf of UM Ventures, College Park (“US,” “WE,” “UMD,” or
“University”).

BY INSTALLING, DOWNLOADING, ACCESSING, USING, OR DISTRIBUTING ANY OF THE DATA
OR MATERIALS, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, ACCEPT, AND AGREE TO
ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE OBLIGATIONS SET
FORTH HEREIN SHALL BE BINDING AND ENFORCEABLE AS A MATTER OF CONTRACT,
REGARDLESS OF WHETHER EACH COMPONENT OF THE DATA OR MATERIALS IS SUBJECT TO
COPYRIGHT, PATENT, OR ANY OTHER INTELLECTUAL PROPERTY PROTECTION.

TERMS AND CONDITIONS

1. DEFINITIONS

   a. “Agreement” means this License, comprising this document.

   b. “Data,” includes any and all data, graphs, Models (hereinafter defined)
      and/or documentation, if any (in code or any other form), that may
      accompany any code made available to You as part of the Materials.

   c. “Materials” means the software or work of authorship, whether in source
      or object form, made available under this Agreement.

   d. “Models” means any of the Materials provided under this Agreement that
      may be embodied in an artificial intelligence or machine learning model,
      which may include, without limitation, a collective or singular work of
      authorship spanning model architecture, code (in source or object form),
      parameters (which may include model weights), data descriptions or
      corresponding labels or metadata, and all related artifacts.

   e. “Use” or “Using” for the purposes of this Agreement means and includes
      any action taken by You to leverage the Materials in any fashion, but for
      the presence of a license would constitute infringement on the rights of
      Us.

   f. “Commercial Purposes” means use of the Materials or Data by any party in
      the production of products or the rendering of services, including but
      not limited to any sale or transfer that involves payment of any kind.

2. LICENSE GRANT

   a. University hereby grants You a non-exclusive, non-transferable right and
      license to download, access, use the Data and the Materials for
      non-commercial, non-revenue generating, internal purposes (including
      research). University also grants You the right to modify the Materials
      for non-commercial and non-revenue-generating purposes, and to share such
      modifications only for the purpose of contributing them back — including
      by forking the repository and submitting a pull request, which are then
      governed by Section 6(b). Distributing modified copies as a separate
      release is not permitted. Modification of the Data is prohibited, with
      the exception of routine extraction, filtering, or analyses for the
      granted license above. Use of the Materials and Data for Commercial
      Purposes is strictly prohibited. You may reproduce and distribute
      unmodified copies of the Materials, including through public software
      package repositories and their mirrors (and the packaging/build recipes
      used to do so), provided that each copy is accompanied by this Agreement
      and all notices required by Section 4(a) are preserved.

   b. For the avoidance of doubt, University may also offer the licensed
      Materials under separate terms or conditions, or stop distributing the
      Material at any time; however, doing so will not alter or terminate this
      Agreement to You. For alternative license terms, including Commercial
      Purposes, please contact the UM Ventures office at
      umdtechtransfer@umd.edu .

3. LICENSE FEE. There is no fee associated with this license.

4. RESTRICTIONS. The license granted under Section 2 is subject to the
   following restrictions and conditions:

   a. You will not:

      i.   modify, hide, delete, or interfere with any proprietary and/or
           restrictive legends and notices that are included on the Materials
           or any output from the Materials. In the event University adopts and
           provides you with modified legends or notices, You will promptly
           incorporate them into the Materials upon receipt;

      ii.  sell, license, sublicense or otherwise distribute the Licensed
           Materials, in whole or in part, to third parties, except as
           explicitly allowed for in Section 2;

      iii. publicly post or display the Licensed Materials, in whole or in
           part, other than as explicitly allowed for in Section 2;

      iv.  use or cause the Licensed Materials to be used to provide services
           to third parties or for the production or manufacture of products
           for sale to third parties or any other Commercial Purpose;

      v.   reverse engineer, decompile, or dissemble the Materials;

      vi.  work around any technical limitations in the Materials or any
           accompanying instructions that currently restrict functionality,
           purpose, or character of Use;

   b. The license does not include the right to sublicense or to make copies of
      the Licensed Materials;

   c. All rights not expressly granted to You in this Agreement shall remain
      with University.

5. SUPPORT AND OPERATION OF THE MATERIALS

   a. You are solely responsible for Your application and implementation of the
      Materials.

   b. University is not obligated to provide any upgrades or fixes to or
      otherwise maintain the Materials.

   c. University is not obligated to provide any technical support.

   d. You may, at your sole option, provide feedback about errors or
      deficiencies found in the Materials through the contact information on
      the repository where the Materials are made available. University may, at
      its discretion, choose to address or fix such errors or deficiencies, but
      has no obligation to do so.

6. INTELLECTUAL PROPERTY

   a. University owns all right, title, and interest in and to the Materials,
      including any modifications thereof.

   b. Contributions, commits, deposits, modifications, and forks of the
      Materials provided by You to the repository will become part of the
      Materials, and may be offered as part of the Materials to future
      Licensees who accept this Agreement, or other terms applied to the
      Materials in the future. You acknowledge and agree that contributions,
      commits, deposits, modifications, and forks of the Materials are
      derivative work owned by the University, and that You have no right to
      compensation, any kind of ownership or intellectual property rights, or
      any recompense for any such modifications, derivatives, or contributions,
      and in the event that you make such Modifications, you are adding them to
      the body of the Materials without coercion and with full knowledge of
      this commitment.

   c. You shall own data files, analyses, and similar outputs that result from
      your use of the Materials, unless You deposit any such files, analyses,
      or similar outputs in accordance with Section 6.b., whereby they will
      become part of the Materials.

   d. Neither party shall use the name or trademarks of the other party or
      names of employees of the other party for commercial purposes without the
      prior written approval of the other party.

7. PROPRIETARY AND CONFIDENTIAL UNIVERSITY INFORMATION

   a. You acknowledge that the Materials are proprietary information and
      property of the University.

   b. You shall take reasonable steps to protect against unauthorized access
      to, disclosure, and use of the Materials, using at least the same degree
      of care to protect the Materials that You use to protect your own
      proprietary information. Specifically, You shall:

      i.   Not make any Materials available for a download, except in
           accordance with 2(a); and

      ii.  Not interfere with any copyright notices or any warnings to not
           download or other restrictions on the Materials that are included in
           the Materials.

   c. The obligations set forth in this Section 7 shall last until such time
      that all proprietary rights in and to the Materials have expired.

   d. You acknowledge that any breach, threatened or actual, of this Section 7
      will cause irreparable injury to University that cannot be adequately
      compensated by monetary damages. As a result, You agree University is
      entitled, in addition to any other available remedies, to seek and be
      awarded injunctive relief, without posting a bond.

8. EXPORT CONTROL LAWS

   a. The Materials are subject to United States export control laws and
      regulations including the Arms Export Control Act and its implementing
      regulations; the International Traffic in Arms Regulations; and the
      Export Administration Act and its implementing regulations; the Export
      Administration Regulations, that govern the export of specific technical
      data and technologies, including software, to foreign countries and to
      foreign nationals (“Export Control Laws”). You agree to comply with
      Export Control Laws and hereby indemnify University with respect to any
      and all claims arising out of or related to Your violation of Export
      Control Laws.

9. DISCLAIMER AND LIMITATION ON LIABILITY

   a. MATERIALS ARE MADE AVAILABLE ON AN "AS IS" BASIS. UNIVERSITY DISCLAIMS
      ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES – WHETHER EXPRESS OR
      IMPLIED, ORAL OR IN WRITING, IN FACT OR ARISING BY OPERATION OF LAW –
      WITH RESPECT TO THE MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE
      WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
      PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY OR
      PROPRIETARY RIGHTS OF ANY THIRD PARTY, OR THOSE ARISING BY LAW, STATUTE,
      USAGE OF TRADE, OR COURSE OF DEALING. UNIVERSITY ALSO MAKES NO
      REPRESENTATION OR WARRANTY THAT THE MATERIALS WILL OPERATE ERROR FREE OR
      IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION
      WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

   b. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL UNIVERSITY BE LIABLE TO
      YOU FOR ANY BUSINESS EXPENSE OR INTERRUPTION; LOSS OF PROFITS, AND/OR ANY
      INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN
      IF ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, HOWEVER CAUSED,
      ARISING IN CONNECTION WITH OR OUT OF THE FURNISHING, USE OR PERFORMANCE
      OF THE MATERIALS PROVIDED HEREUNDER. THIS LIMITATION UPON DAMAGES AND
      CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF
      THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

   c. IN NO EVENT WILL UNIVERSITY’S TOTAL LIABILITY FOR THE BREACH OR
      NONPERFORMANCE OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO
      UNIVERSITY UNDER THIS AGREEMENT.

10. INDEMNITY

   a. You hereby agree to defend, indemnify, and hold harmless University and
      its employees, agents, directors, and officers from and against any and
      all claims, proceedings, damages, injuries, liabilities, losses, costs,
      and expenses (including reasonable attorneys’ fees and litigation
      expenses) relating to or arising out of Your use of the Materials or Your
      breach of any term in this Agreement.

11. TERM AND TERMINATION

   a. This Agreement and Your right to use the Materials will take effect when
      You accept the terms of this Agreement by accessing and using the
      Materials. The Agreement is effective until copyright in the Materials
      expires unless earlier terminated as set forth below.

   b. The University reserves the right at any time to terminate this Agreement
      when it has any reasonable belief of fraudulent or unlawful activity by
      You or Your employees or of a violation of any term or condition of this
      Agreement. Termination will become effective upon Your receipt of written
      notice of such a default.

   c. You may terminate this Agreement at any time by ceasing to use the
      Materials and providing written notice of the same to the University.

   d. University may terminate this Agreement at any time upon fifteen (15)
      days written notice to You.

   e. Within thirty (30) days of any termination of this Agreement, You must
      certify to the University that You have destroyed all copies of any
      aspect of the Materials in Your possession.

   f. Sections 1, 5-10, 11e and 12 will survive the termination of this
      Agreement.

12. MISCELLANEOUS

   a. This Agreement may be amended from time to time only by a written
      instrument signed by the Parties.

   b. No term or provision in this Agreement will be waived and no breach
      excused unless such waiver or consent is in writing and signed by the
      Party claimed to have waived or consented. Failure by either Party to
      insist on strict performance of any of the terms and conditions of this
      Agreement will not operate as a waiver by either Party of that or any
      subsequent default or failure of performance.

   c. If any provision of this Agreement is determined by a court of competent
      jurisdiction to be void, invalid, or otherwise unenforceable, such
      determination shall not affect the remaining provisions of this Agreement
      and the illegal, invalid, or unenforceable clause shall be modified in
      compliance with applicable law in a manner that most closely matches the
      intent of the original language.

   d. This Agreement does not create a joint venture, partnership, employment,
      or agency relationship between the Parties.

   e. No provision herein, express or implied, confers upon any person other
      than the Parties to this Agreement any rights, remedies, obligations, or
      liabilities hereunder.

   f. This Agreement shall be binding upon and inure to the benefit of the
      Parties hereto. You may not assign this Agreement without the
      University’s prior written approval.

   g. This Agreement shall be governed by and interpreted in accordance with
      United States copyright law and the laws of the State of Maryland without
      reference to its conflicts of laws rules. Nothing in this Agreement is or
      shall be deemed to be a waiver by University of any of its rights or
      status as an agency and instrumentality of the State of Maryland.

   h. This Agreement represents the entire understanding between You and the
      University with respect to the Materials and supersedes all prior or
      contemporaneous communications and proposals, whether electronic, oral,
      or written between You and University regarding the Materials.

