Emmi AI Non-Production License (ENPL)

At Emmi AI, we are committed to empowering engineers worldwide to create cutting-edge AI applications using our independent and open technology. We believe that openness accelerates innovation and enables the engineering community to push the boundaries of what's possible with AI.

The Noether Framework represents our contribution to making AI more accessible for physics and engineering applications. We've seen incredible innovations from our community, and we want to continue supporting researchers and developers in creating the next generation of engineering AI.

This license strikes the right balance between our commitment to openness principles and our responsibility to grow our business. We've adapted Mistral AI's Non-Production License (MNPL) as the foundation for this framework-specific license.

Thank you to the Mistral AI team for pioneering this approach to sustainable open AI development.

1. Scope and Acceptance
    1.1. Scope of the Agreement.
    This Agreement applies to any use, modification, or Distribution of the Noether Framework by You, regardless of the source You obtained a copy of such Software.

    1.2. Acceptance.
    By accessing, using, running, executing, modifying, Distributing the Software, or by creating, using or distributing a Derivative of the Software, You agree to be bound by this Agreement.

    1.3. Acceptance on behalf of a third-party.
    If You accept this Agreement on behalf of Your employer or another person or entity, You warrant and represent that You have the authority to act and accept this Agreement on their behalf. In such a case, the word "You" in this Agreement will refer to Your employer or such other person or entity.

2. License
    2.1. Grant of rights.
    Subject to Section 3 below, Emmi AI hereby grants You a non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable, limited license to:
        - Run, execute, and operate the Software
        - Use the Software to train, fine-tune, and create Machine Learning Models
        - Copy and modify the Software
        - Distribute copies of the Software and Derivatives made by or for Emmi AI under the conditions provided in Section 2.2 below
        - Create Derivatives of the Software

    2.2. Distribution of Software and Derivatives made by or for Emmi AI.
    Subject to Section 3 below, You may Distribute copies of the Software and/or Derivatives made by or for Emmi AI, under the following conditions:
        - You must make available a copy of this Agreement to third-party recipients of the Software and/or Derivatives made by or for Emmi AI you Distribute, it being specified that any rights to use the Software and/or Derivatives made by or for Emmi AI shall be directly granted by Emmi AI to said third-party recipients pursuant to the Emmi AI Non-Production License agreement executed between these parties;
        - You must retain in all copies of the Software the following attribution notice within a "Notice" text file distributed as part of such copies: "Licensed by Emmi AI under the Emmi AI Non-Production License (ENPL)".

    2.3. Distribution of Derivatives made by or for You.
    Subject to Section 3 below, You may Distribute any Derivatives made by or for You under additional or different terms and conditions, provided that:
        - In any event, the use and modification of the Software and/or Derivatives made by or for Emmi AI shall remain governed by the terms and conditions of this Agreement;
        - You include in any such Derivatives made by or for You prominent notices stating that You modified the concerned Software;
        - Any terms and conditions You impose on any third-party recipients relating to Derivatives made by or for You shall neither limit such third-party recipients' use of the Software or any Derivatives made by or for Emmi AI in accordance with the Emmi AI Non-Production License nor conflict with any of its terms and conditions.

3. Limitations
    3.1. Misrepresentation
    - You must not misrepresent or imply, through any means, that the Derivatives made by or for You and/or any modified version of the Software You Distribute under your name and responsibility is an official product of Emmi AI or has been endorsed, approved or validated by Emmi AI, unless You are authorized by Us to do so in writing.

    3.2. Usage Limitation
    - You shall only use the Software and Derivatives (whether or not created by Emmi AI) for testing, research, Personal, or evaluation purposes in Non-Production Environments;
    - You shall only use Model Outputs created using the Software for testing, research, Personal, or evaluation purposes in Non-Production Environments;
    - Subject to the foregoing, You shall not supply the Software, Derivatives, or Model Outputs in the course of a commercial activity, whether in return for payment or free of charge, in any medium or form, including but not limited to through a hosted or managed service (e.g. SaaS, cloud instances, etc.), or behind a software layer.

    3.3. Usage not permitted under this Agreement.
    If You want to use the Software, a Derivative, or Model Outputs for any purpose that is not expressly authorized under this Agreement, You must request a license from Emmi AI, which Emmi AI may grant to You in Emmi AI's sole discretion.

    Please contact Emmi AI at the following e-mail address if You want to discuss such a license: partner@emmi.ai

4. Intellectual Property
    4.1. Trademarks
    No trademark licenses are granted under this Agreement, and in connection with the Software, You may not use any name or mark owned by or associated with Emmi AI or any of its affiliates, except (i) as required for reasonable and customary use in describing and Distributing the Software and Derivatives made by or for Emmi AI and (ii) for attribution purposes as required by this Agreement.

    4.2. Model Outputs
    We claim no ownership rights in and to the Model Outputs. You are solely responsible for the Model Outputs You generate and their subsequent uses in accordance with this Agreement. Model Outputs remain subject to the non-commercial usage restrictions set forth in Section 3.2 of this Agreement.

    4.3. Derivatives
    By entering into this Agreement, You accept that any Derivatives that You may create or that may be created for You shall be subject to the restrictions set out in Section 3 of this Agreement.

5. Liability
    5.1. Limitation of liability.
    In no event, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Emmi AI 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 Software, Derivatives, or Model Outputs (including but not limited to damages for loss of data, loss of goodwill, loss of expected profit or savings, work stoppage, computer failure or malfunction, or any damage caused by malware or security breaches), even if Emmi AI has been advised of the possibility of such damages.

    5.2. Indemnification.
    You agree to indemnify and hold harmless Emmi AI from and against any claims, damages, or losses arising out of or related to Your use or Distribution of the Software, Derivatives, or Model Outputs.

6. Warranty
    6.1. Disclaimer.
    Unless required by applicable law or agreed to in writing, Emmi AI provides the Software, Derivatives, and Model Outputs 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.

    Emmi AI does not represent nor warrant that the Software, Derivatives, or Model Outputs will be error-free, meet Your or any third party's requirements, be secure or will allow You or any third party to achieve any kind of result or generate any kind of content. You are solely responsible for determining the appropriateness of using or Distributing the Software, Derivatives, and Model Outputs and assume any risks associated with Your exercise of rights under this Agreement.

7. Termination
    7.1. Term.
    This Agreement is effective as of the date of your acceptance of this Agreement or access to the concerned Software or Derivatives and will continue until terminated in accordance with the following terms.

    7.2. Termination.
    Emmi AI may terminate this Agreement at any time if You are in breach of this Agreement. Upon termination of this Agreement, You must cease to use all Software, Derivatives, and Model Outputs and shall permanently delete any copy thereof. Sections 5, 6, 7 and 8 shall survive the termination of this Agreement.

    7.3. Litigation.
    If You initiate any legal action or proceedings against Us or any other entity (including a cross-claim or counterclaim in a lawsuit), alleging that the Software, a Derivative, Model Outputs, or any part thereof, infringe upon intellectual property or other rights owned or licensable by You, then any licenses granted to You under this Agreement will immediately terminate as of the date such legal action or claim is filed or initiated.

8. General Provisions
    8.1. Governing laws.
    This Agreement will be governed by the laws of Austria, without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

    8.2. Competent jurisdiction.
    The courts of Austria shall have exclusive jurisdiction of any dispute arising out of this Agreement.

    8.3. Severability.
    If any provision of this Agreement 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.

9. Definitions

"Agreement": means this Emmi AI Non-Production License agreement governing the access, use, and Distribution of the Software, Derivatives, and Model Outputs.

"Derivative": means any (i) modified version of the Software (including but not limited to any customized or fine-tuned version thereof), (ii) work based on the Software, or (iii) any other derivative work thereof. For the avoidance of doubt, Model Outputs are not considered as Derivatives under this Agreement.

"Distribution", "Distributing", "Distribute" or "Distributed": means providing or making available, by any means, a copy of the Software and/or the Derivatives and/or Model Outputs as the case may be, subject to Section 3 of this Agreement.

"Emmi AI", "We" or "Us": means Emmi AI GmbH, an Austrian company registered in Linz, Austria.

"Machine Learning Models" or "Models": means neural networks, machine learning models, or other AI models trained, fine-tuned, or created using the Software, including all associated weights, parameters, checkpoints, and configurations.

"Model Outputs": means Machine Learning Models and any content, predictions, or results generated by the operation of the Software or Models, including but not limited to trained model weights, parameters, predictions, simulations, and any other outputs produced by running or executing the Software. Model Outputs are subject to the same usage restrictions as the Software under Section 3.2 of this Agreement.

"Non-Production Environment": means any setting, use case, or application of the Software, Derivatives, or Model Outputs that expressly excludes live, real-world conditions, commercial operations, revenue-generating activities, or direct interactions with or impacts on end users (such as, for instance, Your employees or customers). Non-Production Environment may include, but is not limited to, any setting, use case, or application for research, development, testing, quality assurance, training, internal evaluation (other than any internal usage by employees in the context of the company's business activities), and demonstration purposes.

"Personal": means any use of the Software, a Derivative, or Model Outputs that is (i) solely for personal, non-profit and non-commercial purposes and (ii) not directly or indirectly connected to any commercial activities, business operations, or employment responsibilities. For illustration purposes, Personal use of the Software, a Derivative, or Model Outputs does not include any usage by individuals employed in companies in the context of their daily tasks, any activity that is intended to generate revenue, or that is performed on behalf of a commercial entity.

"Software" or "Noether Framework": means the Noether Framework deep learning software, and its elements which include algorithms, software, code, libraries, tools, source code (training code, inference code, evaluation code and, if applicable, fine-tuning code) and any other elements associated thereto made available by Emmi AI under this Agreement, including, if any, the technical documentation, manuals and instructions for the use and operation thereof.

"You": means the individual or entity entering into this Agreement with Emmi AI.

Emmi AI GmbH
Linz, Austria
Email: partner@emmi.ai
Website: https://emmi.ai