# Instill Community License Agreement Version 1.0

This Instill Community License Agreement Version 1.0 (the “Agreement”) sets

forth the terms on which Instill AI, Inc. (“Instill AI”) makes available certain

software made available by Instill AI under this Agreement (the “Software”). BY

INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE,

YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO

SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE. IF YOU ARE RECEIVING

THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU

HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT

ON BEHALF OF SUCH ENTITY. “Licensee” means you, an individual, or the entity on

whose behalf you are receiving the Software.

### 1. LICENSE GRANT AND CONDITIONS

1.1 License. Subject to the terms and conditions of this Agreement, Instill AI

hereby grants to Licensee a non-exclusive, royalty-free, worldwide,

non-transferable, non-sublicensable license during the term of this Agreement

to: (a) use the Software; (b) prepare modifications and derivative works of the

Software; (c) distribute the Software (including without limitation in source

code or object code form); and (d) reproduce copies of the Software (the

“License”). Licensee is not granted the right to, and Licensee shall not,

exercise the License for an Excluded Purpose. For purposes of this Agreement,

“Excluded Purpose” means making available any software-as-a-service,

platform-as-a-service, infrastructure-as-a-service or other similar online

service that competes with Instill AI products or services that provide the

Software.

1.2 Conditions. In consideration of the License, Licensee's distribution of the

Software is subject to the following conditions:

a. Licensee must cause any Software modified by Licensee to carry prominent

notices stating that Licensee modified the Software.

b. On each Software copy, Licensee shall reproduce and not remove or alter all

Instill AI or third party copyright or other proprietary notices contained in

the Software, and Licensee must provide the notice below with each copy.

“This software is made available by Instill AI, Inc., under the terms of the

Instill Community License Agreement, Version 1.0 located at

/instill-community-license. BY INSTALLING, DOWNLOADING, ACCESSING, USING OR

DISTRIBUTING ANY OF THE SOFTWARE, YOU AGREE TO THE TERMS OF SUCH LICENSE

AGREEMENT.”

c. Licensee shall not circumvent or attempt to circumvent any license key

functionality or remove/obscure features protected by license keys in the

Software.

1.3 Licensee Modifications. Licensee may add its own copyright notices to

modifications made by Licensee and may provide additional or different license

terms and conditions for use, reproduction, or distribution of Licensee's

modifications. While redistributing the Software or modifications thereof,

Licensee may choose to offer, for a fee or free of charge, support, warranty,

indemnity, or other obligations. Licensee, and not Instill AI, will be

responsible for any such obligations.

1.4 No Sublicensing. The License does not include the right to sublicense the

Software; however, each recipient to which Licensee provides the Software may

exercise the Licenses so long as such recipient agrees to the terms and

conditions of this Agreement.

### 2. TERM AND TERMINATION

This Agreement will continue unless and until earlier terminated as set forth

herein. If Licensee breaches any of its conditions or obligations under this

Agreement, this Agreement will terminate automatically and the License will

terminate automatically and permanently.

### 3. INTELLECTUAL PROPERTY

As between the parties, Instill AI will retain all right, title, and interest in

the Software, and all intellectual property rights therein. Instill AI hereby

reserves all rights not expressly granted to Licensee in this Agreement. Instill

AI hereby reserves all rights in its trademarks and service marks, and no

licenses therein are granted in this Agreement.

### 4. DISCLAIMER

INSTILL AI HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS,

IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE

SOFTWARE.

### 5. LIMITATION OF LIABILITY

INSTILL AI WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT

LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR

DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF

THIS AGREEMENT. THE FOREGOING SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE

LAW.

### 6. GENERAL

6.1 Governing Law. This Agreement will be governed by and interpreted in

accordance with the laws of the state of California, without reference to its

conflict of laws principles. If Licensee is located within the United States,

all disputes arising out of this Agreement are subject to the exclusive

jurisdiction of courts located in Santa Clara County, California, USA. If

Licensee is located outside of the United States, any dispute, controversy, or

claim arising out of or relating to this Agreement will be referred to and

finally determined by arbitration in accordance with the JAMS International

Arbitration Rules. The tribunal will consist of one arbitrator. The place of

arbitration will be Palo Alto, California. The language to be used in the

arbitral proceedings will be English. Judgment upon the award rendered by the

arbitrator may be entered in any court having jurisdiction thereof.

6.2 Assignment. Licensee is not authorized to assign its rights under this

Agreement to any third party. Instill AI may freely assign its rights under this

Agreement to any third party.

6.3 Other. This Agreement is the entire agreement between the parties regarding

the subject matter hereof. No amendment or modification of this Agreement will

be valid or binding upon the parties unless made in writing and signed by the

duly authorized representatives of both parties. In the event that any

provision, including without limitation any condition, of this Agreement is held

to be unenforceable, this Agreement and all licenses and rights granted

hereunder will immediately terminate. Waiver by Instill AI of a breach of any

provision of this Agreement or the failure by Instill AI to exercise any right

hereunder will not be construed as a waiver of any subsequent breach of that

right or as a waiver of any other right.