# 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.
