# NVIDIA Open Model License Agreement Version Release Date: April 28, 2025 This NVIDIA Open Model License Agreement (the "Agreement") is a legal agreement between the Legal Entity You represent, or if no entity is identified, You and NVIDIA Corporation and its Affiliates ("NVIDIA") and governs Your use of the Models that NVIDIA provides to You under this Agreement. NVIDIA and You are each a "party" and collectively the "parties." NVIDIA models released under this Agreement are intended to be used permissively and enable the further development of AI technologies. Subject to the terms of this Agreement, NVIDIA confirms that: * Models are commercially usable. * You are free to create and distribute Derivative Models. * NVIDIA does not claim ownership to any outputs generated using the Models or Model Derivatives. By using, reproducing, modifying, distributing, performing or displaying any portion or element of the Model or Derivative Model, or otherwise accepting the terms of this Agreement, you agree to be bound by this Agreement. ## 1. Definitions The following definitions apply to this Agreement: 1.1. "Llama-4-Scout-17B-16E-Instruct-FP8 Model" means a multimodal Model shared under this Agreement. 1.2. "Derivative Model" means all (a) modifications to the Model, (b) works based on the Model, and (c) any other derivative works of the Model. An output is not a Derivative Model. 1.3. "Legal Entity" means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares, or (c) beneficial ownership of such entity. 1.4. "Model" means the machine learning model, software, checkpoints, learnt weights, algorithms, parameters, configuration files and documentation shared under this Agreement. 1.5. "You" or "Your" means an individual or Legal Entity exercising permissions granted by this Agreement. ## 2. Conditions for Use, License Grant, AI Ethics and IP Ownership 2.1. Conditions for Use. The Model and any Derivative Model are subject to additional terms as described in Section 2 and Section 3 of this Agreement and govern Your use. If You institute copyright or patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Model or a Derivative Model constitutes direct or contributory copyright or patent infringement, then any licenses granted to You under this Agreement for that Model or Derivative Model will terminate as of the date such litigation is filed. If You bypass, disable, reduce the efficacy of, or circumvent any technical limitation, safety guardrail or associated safety guardrail hyperparameter, encryption, security, digital rights management, or authentication mechanism contained in the Model, your rights under this Agreement will automatically terminate. NVIDIA may update this Agreement to comply with legal and regulatory requirements at any time and You agree to either comply with any updated license or cease Your copying, use, and distribution of the Model and any Derivative Model. 2.2. License Grant. The rights granted herein are explicitly conditioned on Your full compliance with the terms of this Agreement. Subject to the terms and conditions of this Agreement, NVIDIA hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, revocable (as stated in Section 2.1) license to publicly perform, publicly display, reproduce, use, create derivative works of, make, have made, sell, offer for sale, distribute (through multiple tiers of distribution) and import the Model. 2.3. AI Ethics. Use of the Models under the Agreement must be consistent with NVIDIA's Trustworthy AI terms found at https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/. 2.4. NVIDIA owns the Model and any Model Derivatives created by NVIDIA. Subject to NVIDIA’s underlying ownership rights in the Model or its Model Derivatives, You are and will be the owner of Your Model Derivatives. NVIDIA claims no ownership rights in outputs. You are responsible for outputs and their subsequent uses. 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