MOTIF LICENSE AGREEMENT
Motif-2.6B Release Date: June 9, 2025
"Agreement" means the terms and conditions for use, reproduction, distribution and modification of the Motif Materials set forth herein.
"Documentation" means the specifications, manuals and documentation accompanying Motif-2.6B distributed by Motif-Technologies at https://motiftech.io.
"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.
"Motif-2.6B" means the foundational large language models and software and algorithms, including, but not limited to 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 Motif Technologies at https://motiftech.io
"Motif Materials" means, collectively, Motif Technologies' proprietary Motif-2.6B and Documentation (and any portion thereof) made available under this Agreement.
"Motif Technologies" or "we" means Motif Technologies Corp.
By clicking "I Accept" below or by using or distributing any portion or element of the Motif 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 Motif Technologies' intellectual property or other rights owned by Motif Technologies embodied in the Motif Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Motif Materials.
    b. Redistribution and Use.
        i. If you distribute or make available the Motif Materials (or any derivative works thereof), or a product or service (including another AI model) that contains any of them, you shall (A) provide a copy of this Agreement with any such Motif Materials; and (B) prominently display "Built with Motif" on a related website, user interface, blogpost, about page, or product documentation. If you use the Motif Materials or any outputs or results of the Motif Materials to create, train, fine tune, or otherwise improve an AI model, which is distributed or made available, you shall also include "Motif-2.6B" at the beginning of any such AI model name.
        ii. If you receive Motif 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 Motif Materials that you distribute the following attribution notice within a "Notice" text file distributed as a part of such copies: "Motif-2.6B is licensed under the Motif-2.6B Community License, Copyright © Motif Technologies Corp. All Rights Reserved."
        iv. Your use of the Motif Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and adhere to the Acceptable Use Policy for the Motif Materials (available at https://motiftech.io), which is hereby incorporated by reference into this Agreement.

2. Additional Commercial Terms. If, on the Motif-2.6B version release date, the monthly active users of the products or services made available by or for Licensee, or Licensee's affiliates, is greater than 700 million monthly active users in the preceding calendar month, you must request a license from Motif Technologies, which Motif Technologies 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 Motif Technologies otherwise expressly grants you such license.
3. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE MOTIF MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND MOTIF TECHNOLOGIES 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 MOTIF MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE MOTIF MATERIALS AND ANY OUTPUT AND RESULTS.
4. Limitation of Liability. IN NO EVENT WILL MOTIF TECHNOLOGIES OR ITS SHAREHOLDER 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 MOTIF TECHNOLOGIES OR ITS SHAREHOLDER 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 Motif Materials, neither Motif Technologies 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 Motif Materials or as set forth in this Section 5(a). Motif Technologies hereby grants you a license to use "Motif" (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 Motif Technologies.
    b. Subject to Motif Technologies' ownership of Motif Materials and derivatives made by or for Motif Technologies, with respect to any derivative works and modifications of the Motif Materials that are made by you, as between you and Motif Technologies, you are and will be the owner of such derivative works and modifications.
    c. If you institute litigation or other proceedings against Motif Technologies, Motif Technologies' shareholder or affiliate or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Motif Materials or Motif-2.6B 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 Motif Technologies from and against any claim by any third party arising out of or related to your use or distribution of the Motif Materials.
6. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the Motif Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Motif Technologies 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 Motif Materials. Sections 3, 4 and 7 shall survive the termination of this Agreement.
7. Governing Law and Jurisdiction. This Agreement will be governed and construed under the laws of the Republic of Korea 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. The Seoul Central District Court of the Republic of Korea shall have exclusive jurisdiction of any dispute arising out of this Agreement.