MOONSHINE AI COMMUNITY LICENSE AGREEMENT 
 
 Last Updated: June 15th, 2025


I. INTRODUCTION

This Agreement applies to any individual person or entity ("You", "Your" or
"Licensee") that uses or distributes any portion or element of the Moonshine AI
Materials or Derivative Works thereof for any Research & Non-Commercial or
Commercial purpose. Capitalized terms not otherwise defined herein are defined
in Section V below.


This Agreement is intended to allow research, non-commercial, and limited
commercial uses of the Models free of charge. In order to ensure that certain
limited commercial uses of the Models continue to be allowed, this Agreement
preserves free access to the Models for people or organizations generating
annual revenue of less than US $1,000,000 (or local currency equivalent). 


By clicking "I Accept" or by using or distributing or using any portion or
element of the Moonshine Materials or Derivative Works, You agree that You have
read, understood and are bound by the terms of this Agreement. If You are acting
on behalf of a company, organization or other entity, then "You" includes you
and that entity, and You agree that You: (i) are an authorized representative of
such entity with the authority to bind such entity to this Agreement, and (ii)
You agree to the terms of this Agreement on that entity's behalf. 

II. RESEARCH & NON-COMMERCIAL USE LICENSE

Subject to the terms of this Agreement, Moonshine AI grants You a non-exclusive,
worldwide, non-transferable, non-sublicensable, revocable and royalty-free
limited license under Moonshine AI's intellectual property or other rights owned
by Moonshine AI embodied in the Moonshine AI Materials to use, reproduce,
distribute, and create Derivative Works of, and make modifications to, the
Moonshine AI Materials for any Research or Non-Commercial Purpose. "Research
Purpose" means academic or scientific advancement, and in each case, is not
primarily intended for commercial advantage or monetary compensation to You or
others. "Non-Commercial Purpose" means any purpose other than a Research Purpose
that is not primarily intended for commercial advantage or monetary compensation
to You or others, such as personal use (i.e., hobbyist) or evaluation and
testing. 

III. COMMERCIAL USE LICENSE

Subject to the terms of this Agreement (including the remainder of this Section
III), Moonshine AI grants You a non-exclusive, worldwide, non-transferable,
non-sublicensable, revocable and royalty-free limited license under Moonshine
AI's intellectual property or other rights owned by Moonshine AI embodied in the
Moonshine AI Materials to use, reproduce, distribute, and create Derivative
Works of, and make modifications to, the Moonshine AI Materials for any
Commercial Purpose. "Commercial Purpose" means any purpose other than a Research
Purpose or Non-Commercial Purpose that is primarily intended for commercial
advantage or monetary compensation to You or others, including but not limited
to, (i) creating, modifying, or distributing Your product or service, including
via a hosted service or application programming interface, and (ii) for Your
business's or organization's internal operations. If You are using or
distributing the Moonshine AI Materials for a Commercial Purpose, You must
register with Moonshine AI at (https://moonshine.ai/community-license). If at
any time You or Your Affiliate(s), either individually or in aggregate, generate
more than USD $1,000,000 in annual revenue (or the equivalent thereof in Your
local currency), regardless of whether that revenue is generated directly or
indirectly from the Moonshine AI Materials or Derivative Works, any licenses
granted to You under this Agreement shall terminate as of such date. You must
request a license from Moonshine AI at (https://moonshine.ai/license) , which
Moonshine AI may grant to You in its sole discretion. If you receive Moonshine
AI Materials, or any Derivative Works thereof, from a Licensee as part of an
integrated end user product, then Section III of this Agreement will not apply
to you.

IV. GENERAL TERMS

Your Research, Non-Commercial, and Commercial License(s) under this Agreement
are subject to the following terms. a. Distribution & Attribution. If You
distribute or make available the Moonshine AI Materials or a Derivative Work to
a third party, or a product or service that uses any portion of them, You shall:
(i) provide a copy of this Agreement to that third party, (ii) retain the
following attribution notice within a "Notice" text file distributed as a part
of such copies: "This Moonshine AI Model is licensed under the Moonshine AI
Community License, Copyright © Moonshine AI Ltd. All Rights Reserved", and (iii)
prominently display "Powered by Moonshine AI" on a related website, user
interface, blogpost, about page, or product documentation. If You create a
Derivative Work, You may add your own attribution notice(s) to the "Notice" text
file included with that Derivative Work, provided that You clearly indicate
which attributions apply to the Moonshine AI Materials and state in the "Notice"
text file that You changed the Moonshine AI Materials and how it was modified.
b. Use Restrictions. Your use of the Moonshine AI Materials and Derivative
Works, including any output or results of the Moonshine AI Materials or
Derivative Works, must comply with applicable laws and regulations (including
Trade Control Laws and equivalent regulations) and adhere to the Documentation
and Moonshine AI's AUP, which is hereby incorporated by reference. Furthermore,
You will not use the Moonshine AI Materials or Derivative Works, or any output
or results of the Moonshine AI Materials or Derivative Works, to create or
improve any foundational generative AI model (excluding the Models or Derivative
Works). c. Intellectual Property. (i) Trademark License. No trademark licenses
are granted under this Agreement, and in connection with the Moonshine AI
Materials or Derivative Works, You may not use any name or mark owned by or
associated with Moonshine AI or any of its Affiliates, except as required under
Section IV(a) herein. (ii) Ownership of Derivative Works. As between You and
Moonshine AI, You are the owner of Derivative Works You create, subject to
Moonshine AI's ownership of the Moonshine AI Materials and any Derivative Works
made by or for Moonshine AI. (iii) Ownership of Outputs. As between You and
Moonshine AI, You own any outputs generated from the Models or Derivative Works
to the extent permitted by applicable law. (iv) Disputes. If You or Your
Affiliate(s) institute litigation or other proceedings against Moonshine AI
(including a cross-claim or counterclaim in a lawsuit) alleging that the
Moonshine AI Materials, Derivative Works or associated 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 Moonshine AI
from and against any claim by any third party arising out of or related to Your
use or distribution of the Moonshine AI Materials or Derivative Works in
violation of this Agreement. (v) Feedback. From time to time, You may provide
Moonshine AI with verbal and/or written suggestions, comments or other feedback
related to Moonshine AI's existing or prospective technology, products or
services (collectively, "Feedback"). You are not obligated to provide Moonshine
AI with Feedback, but to the extent that You do, You hereby grant Moonshine AI a
perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable,
non-exclusive, worldwide right and license to exploit the Feedback in any manner
without restriction. Your Feedback is provided "AS IS" and You make no
warranties whatsoever about any Feedback. d. Disclaimer Of Warranty. UNLESS
REQUIRED BY APPLICABLE LAW, THE MOONSHINE AI MATERIALS AND ANY OUTPUT AND
RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY
KIND, EITHER EXPRESS OR 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 OR
LAWFULNESS OF USING OR REDISTRIBUTING THE MOONSHINE AI MATERIALS, DERIVATIVE
WORKS OR ANY OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF
THE MOONSHINE AI MATERIALS, DERIVATIVE WORKS AND ANY OUTPUT AND RESULTS. e.
Limitation Of Liability. IN NO EVENT WILL MOONSHINE AI 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 DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY
OR PUNITIVE DAMAGES, EVEN IF MOONSHINE AI OR ITS AFFILIATES HAVE BEEN ADVISED OF
THE POSSIBILITY OF ANY OF THE FOREGOING. f. Term And Termination. The term of
this Agreement will commence upon Your acceptance of this Agreement or access to
the Moonshine AI Materials and will continue in full force and effect until
terminated in accordance with the terms and conditions herein. Moonshine AI 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
any Moonshine AI Materials or Derivative Works. Section IV(d), (e), and (g)
shall survive the termination of this Agreement. g. Governing Law. This
Agreement will be governed by and constructed in accordance with the laws of the
United States and the State of California without regard to choice of law
principles, and the UN Convention on Contracts for International Sale of Goods
does not apply to this Agreement.

V. DEFINITIONS 

"Affiliate(s)" means any entity that directly or indirectly controls, is
controlled by, or is under common control with the subject entity; for purposes
of this definition, "control" means direct or indirect ownership or control of
more than 50% of the voting interests of the subject entity. "Agreement" means
this Moonshine AI Community License Agreement. "AUP" means the Moonshine AI
Acceptable Use Policy available at https://moonshine.ai/use-policy, as may be
updated from time to time. "Derivative Work(s)" means (a) any derivative work of
the Moonshine AI Materials as recognized by U.S. copyright laws and (b) any
modifications to a Model, and any other model created which is based on or
derived from the Model or the Model's output, including"fine tune" and "low-rank
adaptation" models derived from a Model or a Model's output, but do not include
the output of any Model. "Documentation" means any specifications, manuals,
documentation, and other written information provided by Moonshine AI related to
the Software or Models. "Model(s)" means, collectively, Moonshine AI's
proprietary models and algorithms, including machine-learning models, trained
model weights and other elements of the foregoing. "Moonshine AI" or "we" means
Moonshine AI Ltd. and its Affiliates. "Software" means Moonshine AI's
proprietary software made available under this Agreement now or in the future. "
Moonshine AI Materials" means, collectively, Moonshine's proprietary Models,
Software and Documentation (and any portion or combination thereof) made
available under this Agreement. "Trade Control Laws" means any applicable U.S.
and non-U.S. export control and trade sanctions laws and regulations.