NXAI XLSTM 7B COMMUNITY LICENSE AGREEMENT

Preamble
We are proud to present the xLSTM 7B model, demonstrating the strength of next-generation RNN-based large language models, delivering high-quality performance and fast inference speeds. While xLSTM 7B is freely available for open research and development, we believe that organizations significantly benefiting from our technology should contribute back. Our goal is to support research, small and medium-sized enterprises (SMEs), and open innovation, particularly in Europe, while ensuring that large enterprises who incorporate xLSTM 7B into commercial products or services fairly compensate the creators for their research and development efforts.
Linz, December 12, 2024

“Agreement” means the terms and conditions for use, reproduction, distribution and modification of the xLSTM Materials set forth herein.

“Documentation” means the specifications, manuals and documentation accompanying NXAI xLSTM 7B distributed by NXAI at https://github.com/NX-AI/.

“Licensee” or “you” means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity's behalf), of the age required under applicable laws, rules or regulations to provide legal consent and that has legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf.

“NXAI xLSTM 7B” means the foundational large language models and software and
algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code and other elements of the foregoing distributed by NXAI.

“xLSTM Materials” means, collectively, NXAI's proprietary NXAI xLSTM 7B and Documentation (and any portion thereof) made available under this Agreement.

“NXAI” or “we” means NXAI GmbH, Linz, Austria.

By using or distributing any portion or element of the xLSTM Materials, you agree to be bound by this Agreement.

1. License Rights and Redistribution.

    a. Grant of Rights. You are granted a non-exclusive, worldwide, non-transferable and royalty-free limited license under NXAI's intellectual property embodied in the xLSTM Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the xLSTM Materials.
    b. Redistribution and Use.
        i. If you distribute or make available the xLSTM Materials (or any derivative works thereof), or a product or service that uses any of them, including another AI model, you shall (A) provide a copy of this Agreement with any such xLSTM Materials; and (B) prominently display “Built with NXAI xLSTM” on a related website, user interface, blogpost, about page, or product documentation. If you use the xLSTM Materials to create, train, fine tune, or otherwise improve an AI model, which is distributed or made available, you shall also include “xLSTM” at the beginning of any such AI model name.
        ii. If you receive xLSTM Materials, or any derivative works thereof, from a Licensee as part of an integrated end user product, then Section 2 of this Agreement will not apply to you.
        iii. You must retain in all copies of the xLSTM Materials that you distribute the following attribution notice within a “Notice” text file distributed as a part of such copies: “NXAI xLSTM 7B is licensed under the NXAI xLSTM 7B Community License, Copyright © NXAI GmbH, All Rights Reserved.”

2. Additional Commercial Terms. If (a) the Licensee, on a consolidated basis (including parent, subsidiaries, and affiliates), exceeds the annual revenue of one hundred million Euros (€100,000,000) or more, and (b) the Licensee incorporates xLSTM Material, in whole or in part, into a Commercial Product or Service, then the Licensee must obtain a commercial license from NXAI, which NXAI may grant to you in its sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until NXAI otherwise expressly grants you such rights

3. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE XLSTM MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND NXAI DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND 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 OF USING OR REDISTRIBUTING THE XLSTM MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE XLSTM MATERIALS AND ANY OUTPUT AND RESULTS.

4. Limitation of Liability. IN NO EVENT WILL NXAI 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 INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF NXAI OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

5. Intellectual Property.

a. No trademark licenses are granted under this Agreement, and in connection with the xLSTM Materials, neither NXAI nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the xLSTM Materials or as set forth in this Section 5(a). NXAI hereby grants you a license to use “NXAI xLSTM” (the “Mark”) solely as required to comply with the last sentence of Section 1.b.i. All goodwill arising out of your use of the Mark will inure to the benefit of NXAI.

b. Subject to NXAI's ownership of xLSTM Materials and derivatives made by or for NXAI, with respect to any derivative works and modifications of the xLSTM Materials that are made by you, as between you and NXAI, you are and will be the owner of such derivative works and modifications.

c. If you institute litigation or other proceedings against NXAI or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the xLSTM Materials or NXAI xLSTM 7B 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 NXAI from and against any claim by any third party arising out of or related to your use or distribution of the xLSTM Materials.

6. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the xLSTM Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. NXAI 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 xLSTM Materials. Sections 3, 4 and 7 shall survive the termination of this Agreement.

7. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Austria, without regard to its conflict of laws principles. The courts located in Linz, Austria shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
