LICENSE

ModelGo Zero License
Version 2.0, Nov 2024

[Notice: Please note that this License is intended solely for the purpose of governing the use, 
reproduction, Distribution, modification or creation of derivative works from Licensed 
Materials (as defined herein), and should not be used for any other purposes. Licensees that 
intend to provide Derivative Materials for use by third parties (such as end users) should 
ensure that they put in place a set of suitable terms and conditions to govern their relationship 
with such third parties and the use of such Derivative Materials by such third parties.]

By using, reproducing, Distributing, modifying and creating derivative works of the Licensed Materials 
(as defined below), You acknowledge and agree that You have read, understood, and agree to be 
bound by the terms and conditions of this License. If You do not agree to any terms and/or conditions 
of this License, then no rights are granted to You under this License and You shall have no right to 
use, reproduce, Distribute, modify or create derivate works from the Licensed Materials.

1.	DEFINITIONS

1.1	In this License, the following terms shall have the meanings set forth:

“Intellectual Property Rights” means all inventions, innovations, improvements, 
developments, methods, patents, rights to inventions, copyright and related rights, moral rights, 
trademarks and service marks, trade names and domain names, rights in industrial designs, 
drawings and plans, rights in computer software or source code, database rights, rights in 
confidential information (including know-how and trade secrets) and any other intellectual 
property rights, in each case whether registrable, registered or unregistered and including all 
applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or 
equivalent rights or forms of protection which subsist or will subsist now or in the future in any 
part of the world.

“Complementary Materials” means the source code and scripts used to define, run, load, 
benchmark and/or evaluate the Model, and prepare data for the purpose of training, pretraining, 
fine-tuning and/or evaluation of the Model, and any tutorials, operating manuals, user guides 
and/or documentation that guide users in using, operating, implementing and/or customising 
the Model.

"Derivative Materials" means all improvements, modifications or derivative works to the 
Licensed Material or any part thereof, which are created or developed by You (either by 
Yourself or jointly with other third parties), including any new model developed by transferring 
patterns of weights, parameters, activations and/or Output from the Model, such as through 
distillation methods or synthetic data generation techniques.

“Distribution” (or “Distribute”) means any transmission, publication, public performance, 
communication, sharing and other methods of distribution of the Licensed Materials, Derivative 
Materials and/or Output (as applicable), including provision of the Licensed Materials or any 
part thereof as a hosted service, which can be accessible through electronic or other remote 
means, including but not limited to API-based access or web access.

“License” means the terms and conditions for use, reproduction and distribution as set out in 
[Sections 1 to 8 and the annexes] of this License.

“Licensed Materials” means, collectively, the Model and/or Complementary Materials 
Distributed made available by the Licensor under this License. For avoidance of doubt, the 
Licensed Materials do not include any data used for the purpose of training, pretraining and/or 
evaluating the Model.

“Model” means the machine-learning constructs and/or assemblies licensed by the Licensor 
under this License, including any checkpoints, learned weights, parameters (including optimizer 
states) and the model architecture (if applicable).

“Licensor” means the rights owner or entity authorised by the rights owner that is granting the 
License.

“Output” means any informational content (including any image, text, text effect, audio file 
and/or video file) generated through operation of the Model and/or any new model developed 
by transferring patterns of weights, parameters, activations and/or Output from the Model.

“Open-Source Software” means any computer program owned by a third party and distributed 
under a license approved by the Open-Source Initiative.

"You" (or "Your") means you, or any other person or entity (if you are entering into this license 
on behalf of such person or entity and provided you have the legal authority to bind such 
person or entity).

2.	LICENSE RIGHTS

2.1	Grant of Rights to Licensed Materials

(a)	Subject to the terms and conditions of this License, the Licensor hereby grants to You a 
non-exclusive, non-transferable, sublicensable, irrevocable, royalty-free, worldwide right 
and license (including the relevant copyrights and patent rights) to:

(i)	use, reproduce and Distribute the Licensed Materials; and

(ii)	use the Licensed Materials to create Derivative Materials.

2.2	Grant of Rights to Derivative Materials

(a)	Subject to Your compliance with all Your obligations under this License and without 
prejudice to any other terms under this License, all rights (including Intellectual Property 
Rights) in any Derivative Materials shall automatically vest in and be owned by You.

2.3	Restrictive Covenants

(a)	You shall use, reproduce, Distribute, modify and create derivative works of the Licensed 
Materials, Derivative Materials (where authorised under this License) and/or Output 
(where authorised under this License) in compliance with:

(i)	all applicable laws.

(b)	If You Distribute any of the Licensed Materials and/or Derivative Materials (where 
authorised to under this License) to a third party, You shall:

(i)	provide a copy of this License to such third party.

2.4	Output

(a)	You acknowledge and agree that You shall be solely responsible for reviewing the 
Output before using or relying on it, and for any breaches or violations of laws arising 
from Your use of the Output.

(b)	You may Distribute the Output to third parties provided that You indicate as part of the 
Distribution that any Output generated through the use of the Licensed Materials and/or 
Derivative Materials may contain AI-generated content. For the avoidance of doubt, the 
foregoing shall not constitute or be construed as any statement, representation or 
warranty by the Licensor that there are or will be rights (including Intellectual Property 
Rights) capable of subsisting in and to any Output.

2.5	Reservation of Rights

(a)	Nothing in this License shall be construed to be an assignment or transfer of the 
Intellectual Property Rights in the Licensed Materials to You. Other than the limited 
license and use rights to the Licensed Materials provided under this License, no other 
right or license is granted by the Licensor to You, either express or implied, with respect 
to any other trademark, trade name, service mark, databases, database rights or other 
Intellectual Property Rights owned, possessed or licensed by or to the Licensor.

(b)	Without prejudice to the generality of the foregoing, You shall not refer to the Licensor or 
use the Licensor’s trademarks, trade names, and service marks, for any publicity, 
advertising or marketing purposes, without the Licensor’s prior written consent.

3.	DISCLAIMER

3.1	To the maximum extent permissible under applicable law, except as expressly and specifically 
provided in this License, the Licensed Materials are provided on an “as is” and “as available” 
basis without any representation, warranty, condition, or term of any kind (whether express, 
implied, statutory or otherwise), which are expressly disclaimed by the Licensor.

3.2	Without prejudice to the generality of the foregoing, the Licensor expressly disclaims all 
representations, warranties and undertakings of any kind in relation to the Licensed Materials, 
Derivative Materials and/or Output, including without limitation to their merchantability, 
satisfactory quality, fitness for a particular purpose, title, non-infringement of third-party rights 
(including Intellectual Property Rights), accuracy, correctness, absence of error, reliability, 
timeliness, non-infringement of or compliance with any laws, regulations and/or third-party 
rights.

3.3	You are solely responsible for determining the appropriateness of using, reproducing, 
Distributing, modifying and creating derivative works of the Licensed Materials and assume any 
risks associated with use of the Licensed Materials, Derivative Materials and/or Output.

4.	LIMITATION OF LIABILITY

4.1	To the maximum extent permissible under applicable law, in no event shall the Licensor be 
liable to You or any other persons for:

(a)	any lost profits, revenue or anticipated savings;

(b)	any loss of goodwill or damage to reputation;

(c)	any loss or corruption of data (including costs to recover the data); or

(d)	any incidental, indirect, special, exemplary, punitive, multiple or consequential damages,

in any way arising out of or in connection with the Licensed Materials, Derivative Materials 
and/or Output (including Your use, reproduction, Distribution, modification or creation of 
derivate works from the Licensed Materials and/or Derivate Materials), whether on an action or 
claim in contract, tort (including negligence), breach of statutory duty or otherwise, even if the 
Licensor had been informed or advised of the possibility thereof.

5.	TERM AND TERMINATION

5.1	The term of this License will commence upon Your use, reproduction, Distribution, modification 
and creation of derivative works of the Licensed Materials and will continue in full force and 
effect until terminated in accordance with the terms and conditions under this License.

5.2	The Licensor may terminate this License if:

(a)	You are in breach of any term and/or condition of this License; and/or

(b)	You commence any legal action against the Licensor alleging that the Licensed Materials 
and/or Derivative Materials infringe any Intellectual Property Rights in the world.

5.3	Upon termination of this License, You shall delete and cease use of the Licensed Materials and 
Derivative Materials (where applicable). Sections 3, 4 and 7 shall survive the termination of this 
License.

6.	THIRD-PARTY MATERIALS

6.1	You acknowledge and agree that the Licensed Materials may use or embody rights (including 
Intellectual Property Rights) of third parties (“Third-Party Materials”), including Open-Source 
Software and other free-content works.

6.2	Without prejudice to the foregoing, You acknowledge and agree that:

(a)	the Licensor shall not have any obligation to review any Third-Party Materials, and shall 
not be responsible for such Third-Party Materials, including their accuracy, completeness, 
timeliness, currency, validity, copyright compliance, legality, decency quality or any other 
aspect thereof;

(b)	the Licensor is not a party to any arrangement, transaction or contractual relationship 
between You and any third party in respect of the Third-Party Materials; and

(c)	the Licensor makes no representations or warranties whatsoever, and shall not be liable 
for any damage, liabilities, losses (including any loss of data or profits), or any other 
consequences that You may incur arising out of or in relation to Your use of Third-Party 
Materials.

7.	GOVERNING LAW AND DISPUTE RESOLUTION

7.1	Any legal action or proceeding arising out of or in connection with this License may be initiated 
only in the courts of the jurisdiction where the Licensor resides or conducts its primary business, 
and this License will be governed by the laws of that jurisdiction, excluding its conflict-of-law 
rules.

8.	MODIFICATION OF THIS LICENSE

8.1	This License is Copyright © 2024 National University of Singapore. Permission is granted to 
copy, distribute, or communicate this License without modification. Nothing in this License 
permits You to modify this License as applied to the Licensed Materials or to Derivative 
Materials. However, You may modify the text of this License and copy, distribute or 
communicate Your modified version and apply it to other original works of authorship, provided 
that You furnish a readable notice describing Your modifications to this license.
 
Annex A
Model Sheet

+--------------+--------------------------------------------------+---+
|              | Use, Reproduce and Distribute Licensed Materials | ✓ |
|              +--------------------------------------------------+---+
|              | Create Derivative Materials                      | ✓ |
|              +--------------------------------------------------+---+
| Grant of     | Sub-License Licensed Materials                   | ✓ |
| Rights to    +--------------------------------------------------+---+
| Licensed     | Revocable License to Licensed Materials          | ✗ |
| Materials    +--------------------------------------------------+---+
|              | Ownership of Derivative Materials with Licensor  | ✗ |
|              +--------------------------------------------------+---+
|              | Commercial Use of Licensed Materials             | ✓ |
+--------------+--------------------------------------------------+---+
|              | Use and Reproduce Derivative Materials           | ✓ |
|              +--------------------------------------------------+---+
|              | Distribute Derivative Materials                  | ✓ |
|              +--------------------------------------------------+---+
| Grant of     | Sub-License Derivative Materials                 | ✓ |
| Rights to    +--------------------------------------------------+---+
| Derivative   | Revocable License to Derivative Materials        | ✗ |
| Materials    +--------------------------------------------------+---+
|              | Ownership of Derivative Materials with Licensee  | ✓ |
|              +--------------------------------------------------+---+
|              | Commercial Use of Derivative Materials           | ✓ |
+--------------+--------------------------------------------------+---+
| Grant of     | Right to Distribute Output if Indicate Notice of | ✓ |
| Rights to    | AI-Generated Content                             |   |
| Output       +--------------------------------------------------+---+
|              | Commercial Use of Output                         | ✓ |
+--------------+--------------------------------------------------+---+
| Responsible  | Use Restrictions (RAI) on Licensed Materials,    | ✗ |
| AI           | Derivative Materials and Output                  |   |
+--------------+--------------------------------------------------+---+
|              | Provide a Copy of Original License               | ✓ |
|              +--------------------------------------------------+---+
|              | Retain Original Attribution Notice when          | ✗ |
|              | Distributing Licensed Materials                  |   |
|              +--------------------------------------------------+---+
|              | Retain Original Attribution Notice when          | ✗ |
|              | Distributing Derivative Materials                |   |
| Requirements +--------------------------------------------------+---+
| relating to  | Indicate Modifications when Distributing         | ✗ |
| Distribution | Derivative Materials                             |   |
| of Licensed  +--------------------------------------------------+---+
| Materials    | Require Third Party Recipients to Comply with    |   |
| and/or       | Use Restrictions (RAI) on Distributed Licensed   | ✗ |
| Derivative   | Materials, Derivative Materials and Output       |   |
| Materials    +--------------------------------------------------+---+
|              | Disclosure of Distributed Licensed Materials     | ✗ |
|              | and/or Derivative Materials in Source Code Form  |   |
|              +--------------------------------------------------+---+
|              | Licensing Distributed Derivative Materials       | ✗ |
|              | on Same Terms as License                         |   |
+--------------+--------------------------------------------------+---+