Update LICENSE (#9)

- Update LICENSE (905dbe5df38308ad25945764a2f27487fa79bd79)


Co-authored-by: Lakshmanan Arumugam <[email protected]>

LICENSE

@@ -1,399 +1,362 @@
-Attribution-NonCommercial 4.0 International
-
-=======================================================================
-
-Creative Commons Corporation ("Creative Commons") is not a law firm and
-does not provide legal services or legal advice. Distribution of
-Creative Commons public licenses does not create a lawyer-client or
-other relationship. Creative Commons makes its licenses and related
-information available on an "as-is" basis. Creative Commons gives no
-warranties regarding its licenses, any material licensed under their
-terms and conditions, or any related information. Creative Commons
-disclaims all liability for damages resulting from their use to the
-fullest extent possible.
-
-Using Creative Commons Public Licenses
-
-Creative Commons public licenses provide a standard set of terms and
-conditions that creators and other rights holders may use to share
-original works of authorship and other material subject to copyright
-and certain other rights specified in the public license below. The
-following considerations are for informational purposes only, are not
-exhaustive, and do not form part of our licenses.
-
-     Considerations for licensors: Our public licenses are
-     intended for use by those authorized to give the public
-     permission to use material in ways otherwise restricted by
-     copyright and certain other rights. Our licenses are
-     irrevocable. Licensors should read and understand the terms
-     and conditions of the license they choose before applying it.
-     Licensors should also secure all rights necessary before
-     applying our licenses so that the public can reuse the
-     material as expected. Licensors should clearly mark any
-     material not subject to the license. This includes other CC-
-     licensed material, or material used under an exception or
-     limitation to copyright. More considerations for licensors:
-	wiki.creativecommons.org/Considerations_for_licensors
-
-     Considerations for the public: By using one of our public
-     licenses, a licensor grants the public permission to use the
-     licensed material under specified terms and conditions. If
-     the licensor's permission is not necessary for any reason--for
-     example, because of any applicable exception or limitation to
-     copyright--then that use is not regulated by the license. Our
-     licenses grant only permissions under copyright and certain
-     other rights that a licensor has authority to grant. Use of
-     the licensed material may still be restricted for other
-     reasons, including because others have copyright or other
-     rights in the material. A licensor may make special requests,
-     such as asking that all changes be marked or described.
-     Although not required by our licenses, you are encouraged to
-     respect those requests where reasonable. More_considerations
-     for the public: 
-	wiki.creativecommons.org/Considerations_for_licensees
-
-=======================================================================
-
-Creative Commons Attribution-NonCommercial 4.0 International Public
-License
-
-By exercising the Licensed Rights (defined below), You accept and agree
-to be bound by the terms and conditions of this Creative Commons
-Attribution-NonCommercial 4.0 International Public License ("Public
-License"). To the extent this Public License may be interpreted as a
-contract, You are granted the Licensed Rights in consideration of Your
-acceptance of these terms and conditions, and the Licensor grants You
-such rights in consideration of benefits the Licensor receives from
-making the Licensed Material available under these terms and
-conditions.
-
-Section 1 -- Definitions.
-
-  a. Adapted Material means material subject to Copyright and Similar
-     Rights that is derived from or based upon the Licensed Material
-     and in which the Licensed Material is translated, altered,
-     arranged, transformed, or otherwise modified in a manner requiring
-     permission under the Copyright and Similar Rights held by the
-     Licensor. For purposes of this Public License, where the Licensed
-     Material is a musical work, performance, or sound recording,
-     Adapted Material is always produced where the Licensed Material is
-     synched in timed relation with a moving image.
-
-  b. Adapter's License means the license You apply to Your Copyright
-     and Similar Rights in Your contributions to Adapted Material in
-     accordance with the terms and conditions of this Public License.
-
-  c. Copyright and Similar Rights means copyright and/or similar rights
-     closely related to copyright including, without limitation,
-     performance, broadcast, sound recording, and Sui Generis Database
-     Rights, without regard to how the rights are labeled or
-     categorized. For purposes of this Public License, the rights
-     specified in Section 2(b)(1)-(2) are not Copyright and Similar
-     Rights.
-  d. Effective Technological Measures means those measures that, in the
-     absence of proper authority, may not be circumvented under laws
-     fulfilling obligations under Article 11 of the WIPO Copyright
-     Treaty adopted on December 20, 1996, and/or similar international
-     agreements.
-
-  e. Exceptions and Limitations means fair use, fair dealing, and/or
-     any other exception or limitation to Copyright and Similar Rights
-     that applies to Your use of the Licensed Material.
-
-  f. Licensed Material means the artistic or literary work, database,
-     or other material to which the Licensor applied this Public
-     License.
-
-  g. Licensed Rights means the rights granted to You subject to the
-     terms and conditions of this Public License, which are limited to
-     all Copyright and Similar Rights that apply to Your use of the
-     Licensed Material and that the Licensor has authority to license.
-
-  h. Licensor means the individual(s) or entity(ies) granting rights
-     under this Public License.
-
-  i. NonCommercial means not primarily intended for or directed towards
-     commercial advantage or monetary compensation. For purposes of
-     this Public License, the exchange of the Licensed Material for
-     other material subject to Copyright and Similar Rights by digital
-     file-sharing or similar means is NonCommercial provided there is
-     no payment of monetary compensation in connection with the
-     exchange.
-
-  j. Share means to provide material to the public by any means or
-     process that requires permission under the Licensed Rights, such
-     as reproduction, public display, public performance, distribution,
-     dissemination, communication, or importation, and to make material
-     available to the public including in ways that members of the
-     public may access the material from a place and at a time
-     individually chosen by them.
-
-  k. Sui Generis Database Rights means rights other than copyright
-     resulting from Directive 96/9/EC of the European Parliament and of
-     the Council of 11 March 1996 on the legal protection of databases,
-     as amended and/or succeeded, as well as other essentially
-     equivalent rights anywhere in the world.
-
-  l. You means the individual or entity exercising the Licensed Rights
-     under this Public License. Your has a corresponding meaning.
-
-Section 2 -- Scope.
-
-  a. License grant.
-
-       1. Subject to the terms and conditions of this Public License,
-          the Licensor hereby grants You a worldwide, royalty-free,
-          non-sublicensable, non-exclusive, irrevocable license to
-          exercise the Licensed Rights in the Licensed Material to:
-
-            a. reproduce and Share the Licensed Material, in whole or
-               in part, for NonCommercial purposes only; and
-
-            b. produce, reproduce, and Share Adapted Material for
-               NonCommercial purposes only.
-
-       2. Exceptions and Limitations. For the avoidance of doubt, where
-          Exceptions and Limitations apply to Your use, this Public
-          License does not apply, and You do not need to comply with
-          its terms and conditions.
-
-       3. Term. The term of this Public License is specified in Section
-          6(a).
-
-       4. Media and formats; technical modifications allowed. The
-          Licensor authorizes You to exercise the Licensed Rights in
-          all media and formats whether now known or hereafter created,
-          and to make technical modifications necessary to do so. The
-          Licensor waives and/or agrees not to assert any right or
-          authority to forbid You from making technical modifications
-          necessary to exercise the Licensed Rights, including
-          technical modifications necessary to circumvent Effective
-          Technological Measures. For purposes of this Public License,
-          simply making modifications authorized by this Section 2(a)
-          (4) never produces Adapted Material.
-
-       5. Downstream recipients.
-
-            a. Offer from the Licensor -- Licensed Material. Every
-               recipient of the Licensed Material automatically
-               receives an offer from the Licensor to exercise the
-               Licensed Rights under the terms and conditions of this
-               Public License.
-
-            b. No downstream restrictions. You may not offer or impose
-               any additional or different terms or conditions on, or
-               apply any Effective Technological Measures to, the
-               Licensed Material if doing so restricts exercise of the
-               Licensed Rights by any recipient of the Licensed
-               Material.
-
-       6. No endorsement. Nothing in this Public License constitutes or
-          may be construed as permission to assert or imply that You
-          are, or that Your use of the Licensed Material is, connected
-          with, or sponsored, endorsed, or granted official status by,
-          the Licensor or others designated to receive attribution as
-          provided in Section 3(a)(1)(A)(i).
-
-  b. Other rights.
-
-       1. Moral rights, such as the right of integrity, are not
-          licensed under this Public License, nor are publicity,
-          privacy, and/or other similar personality rights; however, to
-          the extent possible, the Licensor waives and/or agrees not to
-          assert any such rights held by the Licensor to the limited
-          extent necessary to allow You to exercise the Licensed
-          Rights, but not otherwise.
-
-       2. Patent and trademark rights are not licensed under this
-          Public License.
-
-       3. To the extent possible, the Licensor waives any right to
-          collect royalties from You for the exercise of the Licensed
-          Rights, whether directly or through a collecting society
-          under any voluntary or waivable statutory or compulsory
-          licensing scheme. In all other cases the Licensor expressly
-          reserves any right to collect such royalties, including when
-          the Licensed Material is used other than for NonCommercial
-          purposes.
-
-Section 3 -- License Conditions.
-
-Your exercise of the Licensed Rights is expressly made subject to the
-following conditions.
-
-  a. Attribution.
-
-       1. If You Share the Licensed Material (including in modified
-          form), You must:
-
-            a. retain the following if it is supplied by the Licensor
-               with the Licensed Material:
-
-                 i. identification of the creator(s) of the Licensed
-                    Material and any others designated to receive
-                    attribution, in any reasonable manner requested by
-                    the Licensor (including by pseudonym if
-                    designated);
-
-                ii. a copyright notice;
-
-               iii. a notice that refers to this Public License;
-
-                iv. a notice that refers to the disclaimer of
-                    warranties;
-
-                 v. a URI or hyperlink to the Licensed Material to the
-                    extent reasonably practicable;
-
-            b. indicate if You modified the Licensed Material and
-               retain an indication of any previous modifications; and
-
-            c. indicate the Licensed Material is licensed under this
-               Public License, and include the text of, or the URI or
-               hyperlink to, this Public License.
-
-       2. You may satisfy the conditions in Section 3(a)(1) in any
-          reasonable manner based on the medium, means, and context in
-          which You Share the Licensed Material. For example, it may be
-          reasonable to satisfy the conditions by providing a URI or
-          hyperlink to a resource that includes the required
-          information.
-
-       3. If requested by the Licensor, You must remove any of the
-          information required by Section 3(a)(1)(A) to the extent
-          reasonably practicable.
-
-       4. If You Share Adapted Material You produce, the Adapter's
-          License You apply must not prevent recipients of the Adapted
-          Material from complying with this Public License.
-
-Section 4 -- Sui Generis Database Rights.
-
-Where the Licensed Rights include Sui Generis Database Rights that
-apply to Your use of the Licensed Material:
-
-  a. for the avoidance of doubt, Section 2(a)(1) grants You the right
-     to extract, reuse, reproduce, and Share all or a substantial
-     portion of the contents of the database for NonCommercial purposes
-     only;
-
-  b. if You include all or a substantial portion of the database
-     contents in a database in which You have Sui Generis Database
-     Rights, then the database in which You have Sui Generis Database
-     Rights (but not its individual contents) is Adapted Material; and
-
-  c. You must comply with the conditions in Section 3(a) if You Share
-     all or a substantial portion of the contents of the database.
-
-For the avoidance of doubt, this Section 4 supplements and does not
-replace Your obligations under this Public License where the Licensed
-Rights include other Copyright and Similar Rights.
-
-Section 5 -- Disclaimer of Warranties and Limitation of Liability.
-
-  a. UNLESS OTHERWISE SEPARATELY UNDERTAKEN BY THE LICENSOR, TO THE
-     EXTENT POSSIBLE, THE LICENSOR OFFERS THE LICENSED MATERIAL AS-IS
-     AND AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF
-     ANY KIND CONCERNING THE LICENSED MATERIAL, WHETHER EXPRESS,
-     IMPLIED, STATUTORY, OR OTHER. THIS INCLUDES, WITHOUT LIMITATION,
-     WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
-     PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT OR OTHER DEFECTS,
-     ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT
-     KNOWN OR DISCOVERABLE. WHERE DISCLAIMERS OF WARRANTIES ARE NOT
-     ALLOWED IN FULL OR IN PART, THIS DISCLAIMER MAY NOT APPLY TO YOU.
-
-  b. TO THE EXTENT POSSIBLE, IN NO EVENT WILL THE LICENSOR BE LIABLE
-     TO YOU ON ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION,
-     NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, SPECIAL, INDIRECT,
-     INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER LOSSES,
-     COSTS, EXPENSES, OR DAMAGES ARISING OUT OF THIS PUBLIC LICENSE OR
-     USE OF THE LICENSED MATERIAL, EVEN IF THE LICENSOR HAS BEEN
-     ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS, EXPENSES, OR
-     DAMAGES. WHERE A LIMITATION OF LIABILITY IS NOT ALLOWED IN FULL OR
-     IN PART, THIS LIMITATION MAY NOT APPLY TO YOU.
-
-  c. The disclaimer of warranties and limitation of liability provided
-     above shall be interpreted in a manner that, to the extent
-     possible, most closely approximates an absolute disclaimer and
-     waiver of all liability.
-
-Section 6 -- Term and Termination.
-
-  a. This Public License applies for the term of the Copyright and
-     Similar Rights licensed here. However, if You fail to comply with
-     this Public License, then Your rights under this Public License
-     terminate automatically.
-
-  b. Where Your right to use the Licensed Material has terminated under
-     Section 6(a), it reinstates:
-
-       1. automatically as of the date the violation is cured, provided
-          it is cured within 30 days of Your discovery of the
-          violation; or
-
-       2. upon express reinstatement by the Licensor.
-
-     For the avoidance of doubt, this Section 6(b) does not affect any
-     right the Licensor may have to seek remedies for Your violations
-     of this Public License.
-
-  c. For the avoidance of doubt, the Licensor may also offer the
-     Licensed Material under separate terms or conditions or stop
-     distributing the Licensed Material at any time; however, doing so
-     will not terminate this Public License.
-
-  d. Sections 1, 5, 6, 7, and 8 survive termination of this Public
-     License.
-
-Section 7 -- Other Terms and Conditions.
-
-  a. The Licensor shall not be bound by any additional or different
-     terms or conditions communicated by You unless expressly agreed.
-
-  b. Any arrangements, understandings, or agreements regarding the
-     Licensed Material not stated herein are separate from and
-     independent of the terms and conditions of this Public License.
-
-Section 8 -- Interpretation.
-
-  a. For the avoidance of doubt, this Public License does not, and
-     shall not be interpreted to, reduce, limit, restrict, or impose
-     conditions on any use of the Licensed Material that could lawfully
-     be made without permission under this Public License.
-
-  b. To the extent possible, if any provision of this Public License is
-     deemed unenforceable, it shall be automatically reformed to the
-     minimum extent necessary to make it enforceable. If the provision
-     cannot be reformed, it shall be severed from this Public License
-     without affecting the enforceability of the remaining terms and
-     conditions.
-
-  c. No term or condition of this Public License will be waived and no
-     failure to comply consented to unless expressly agreed to by the
-     Licensor.
-
-  d. Nothing in this Public License constitutes or may be interpreted
-     as a limitation upon, or waiver of, any privileges and immunities
-     that apply to the Licensor or You, including from the legal
-     processes of any jurisdiction or authority.
-
-=======================================================================
-
-Creative Commons is not a party to its public
-licenses. Notwithstanding, Creative Commons may elect to apply one of
-its public licenses to material it publishes and in those instances
-will be considered the “Licensor.” The text of the Creative Commons
-public licenses is dedicated to the public domain under the CC0 Public
-Domain Dedication. Except for the limited purpose of indicating that
-material is shared under a Creative Commons public license or as
-otherwise permitted by the Creative Commons policies published at
-creativecommons.org/policies, Creative Commons does not authorize the
-use of the trademark "Creative Commons" or any other trademark or logo
-of Creative Commons without its prior written consent including,
-without limitation, in connection with any unauthorized modifications
-to any of its public licenses or any other arrangements,
-understandings, or agreements concerning use of licensed material. For
-the avoidance of doubt, this paragraph does not form part of the
-public licenses.
-
-Creative Commons may be contacted at creativecommons.org.
+                                                                                           CONFIDENTIAL
+
+
+                                     Recursion Pharmaceuticals, Inc.
+                             Non-Commercial End User License Agreement
+
+
+    1. INTRODUCTION.
+         This Non-Commercial End User License Agreement (as may be revised from time to time, this
+“Agreement”) is a binding agreement between You (as defined below) and Recursion Pharmaceuticals,
+Inc., a Delaware corporation with offices located at 41 S. Rio Grande St., Salt Lake City, UT 84101 (“We,”
+“Us,” or “Our”). This Agreement grants You a license to Use (as defined below) certain Licensed
+Materials (as defined below) subject to Your acceptance of all terms contained in this Agreement. While
+this Agreement is not a Creative Commons license, it incorporates certain core principles thereof,
+including attribution, non-commercial, and ShareAlike (similar to CC BY-NC-SA).
+        Please read the terms of this Agreement carefully before Using any of the Licensed Materials. By
+Using any of the Licensed Materials or by clicking to accept or agree to the terms of this Agreement, You
+agree that You have read and understand the terms of this Agreement, and further agree to accept and
+agree to comply with the terms of this Agreement. You represent that You are at least 18 years of age,
+and if You are accessing or using the Licensed Materials on behalf of an entity, that You have the legal
+authority to enter into this Agreement on that entity’s behalf. If You do not agree to the terms of this
+Agreement, then You must not Use any Licensed Materials and You should click to reject or not agree to
+the terms of this Agreement.
+         We may revise this Agreement from time to time, for any reason. Any change to this Agreement
+will be effective immediately upon posting unless We state otherwise. You should check this Agreement
+on the Site regularly. Your continued Use of the Licensed Materials after any changes to this Agreement
+constitutes Your binding acceptance of this Agreement as revised, including such changes.
+    2. DEFINITIONS.
+        “Derivative Technology” means any product or technology generated, conceived, developed, or
+reduced to practice through Your Use of, or derived from or based on, any Licensed Material. For clarity,
+“Derivative Technology” includes any modified Recursion Dataset.
+         “Intellectual Property Rights” means all intellectual property and proprietary rights of any kind,
+however denominated, throughout the world, including all rights in patents, patent applications,
+copyrights, trademarks, trade secrets, designs, inventions, works of authorship, software (including
+source code and object code), documentation, know-how, methods, processes, algorithms, data and
+databases, and all updates, upgrades, new versions, and enhancements of any and all of the foregoing,
+and all registrations and applications for any and all of the foregoing.
+        “Licensed Intellectual Property Rights” means copyrights and similar rights closely related to
+copyrights, including rights in software, data, and databases, (a) owned or otherwise controlled by Us
+and (b) necessary for You to exercise Your rights under, and in strict accordance with the terms of, this
+Agreement. “Licensed Intellectual Property Rights” does not include any other Intellectual Property
+Rights, including patent rights, trademark rights, moral rights, or publicity, privacy, or other similar
+personality rights.
+        “Licensed Materials” means the Recursion Software and/or Recursion Dataset, as applicable, to
+which We apply this Agreement. For clarity, references to the “Licensed Materials” in this Agreement
+include any portion thereof.
+
+
+
+        “Permitted Purpose” means non-commercial research, academic, and educational purposes
+only. For the purposes of this definition, “non-commercial research” means research not primarily
+intended for or directed towards commercial advantage or monetary compensation.
+        “Recursion Dataset” means the data and datasets (which may include, without limitation,
+phenomics maps, images, image data, embeddings, genetic information, and other metadata), in each
+case, made available to You through the Site, including through or otherwise in connection with the
+Recursion Software, but excluding, for clarity, the RxRx19x dataset.
+        “Recursion Software” means Recursion’s proprietary software (including, without limitation,
+Recursion’s proprietary AI Models) made available to You through the Site, including any updates or
+upgrades thereto and any written documentation or other media related thereto made available to You
+through the Site, which may include, without limitation, the MolRec™ application. The Recursion
+Software will not be provided in source code format.
+         “Site” means www.rxrx.ai, together with its subdomains.
+       “Use” (and its correlatives) means (a) use, download, and access, and (b) solely with respect to
+the Recursion Dataset, copy, analyze, modify, adapt, aggregate, share, and use to produce Derivative
+Technology.
+       “You” (and its correlatives) means the individual(s) or entity(ies) that Use the Licensed Materials
+under this Agreement. If you are Using the Licensed Materials in your individual capacity, all references
+to “You” reference you as an individual person. If you are Using the Licensed Materials on behalf of a
+company or other entity, all references to “You” reference both you as an individual person and that
+company or entity.
+    3. LICENSE GRANT.
+         Subject to Your compliance with the terms of this Agreement, We grant to You a personal,
+limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, irrevocable (except as set forth
+below) license under the Licensed Intellectual Property Rights to Use the Licensed Materials solely for
+the Permitted Purpose.
+         For clarity, and without limiting the generality of the foregoing, You may not, in any and all fields:
+       (a)    sell, lease, rent, lend, license, sublicense, assign, distribute, share, publish, transfer, or
+otherwise make available the Licensed Materials or Derivative Technology to any individual or entity for
+monetary compensation;
+         (b)      Use the Licensed Materials or Derivative Technology, in each case, to initiate or conduct,
+either for Yourself, Your affiliates, or a third party, a program directed to the research, development,
+manufacture, commercialization, or exploitation of any product (including any pharmaceutical, biologic,
+or diagnostic product) or service that is, or if successful ultimately would be, intended for commercial
+sale, distribution, or offering, including validating a biological target in connection with the foregoing
+activities (collectively, a “Commercial Program”);
+          (c)       Use the Licensed Materials or Derivative Technology, in each case, to directly or
+indirectly research, develop, commercialize, or exploit any software, model, algorithm, platform, or
+artificial intelligence (collectively, “AI Models”) that is, or if successful ultimately would be, intended for
+commercial sale, distribution, or offering;
+
+
+
+
+
+        (d)     deploy any AI Model trained on the Licensed Materials or Derivative Technology, in each
+case, for the purpose of initiating or conducting, either for Yourself, Your affiliates, or a third party, any
+Commercial Program;
+        (e)    Use the Licensed Materials or Derivative Technology (including any AI Model trained on
+Licensed Materials), in each case, for the sale, offer for sale, or performance of commercial services;
+        (f)    engage in, or advise in the engaging of, any trading of securities using or based on the
+Licensed Materials or Derivative Technology; or
+         (g)     publish any article or other document, or deliver any presentation for monetary
+compensation that is based on Your Use of the Licensed Materials or Derivative Technology (for clarity,
+this sub-clause (g) will not prohibit You from publishing or presenting any article, document, or
+presentation that You author or present Yourself in any medium or format so long as You do not directly
+or indirectly receive any monetary compensation for such publication or presentation).
+         If You wish to Use the Licensed Materials or Derivative Technology for any purpose not permitted
+by this Agreement, please contact Us to discuss such Use – a commercial license may be available. Any
+such commercial Use by You (to the extent approved by Us) will be subject to separate commercial
+licensing terms, and We will retain sole discretion whether or not to agree to any such Use and grant
+such license (including the applicable terms thereof).
+    4. ATTRIBUTION REQUIREMENTS.
+        You must include an attribution to Us in the applicable form set forth below when citing any
+Recursion Dataset or any Recursion Software constituting an AI Model:
+         For any Recursion Dataset: “We used the [insert the name of the dataset (e.g., RxRx3)] dataset,
+         available from Recursion Pharmaceuticals at www.rxrx.ai, pursuant to Recursion
+         Pharmaceutical’s licensing terms at [insert hyperlink to this Agreement]. Under this license,
+         Recursion Pharmaceuticals disclaims all representations and warranties with respect to such
+         dataset.”
+         For any Recursion Software constituting an AI Model: “We used the [insert the name of AI
+         Model] AI model, available from Recursion Pharmaceuticals at www.rxrx.ai, pursuant to
+         Recursion Pharmaceutical’s licensing terms at [insert hyperlink to this Agreement]. Under this
+         license, Recursion Pharmaceuticals disclaims all representations and warranties with respect to
+         such AI model.”
+You should insert the information specified in brackets above, and delete such brackets, when including
+such attribution.
+        In addition, You must indicate whether You modified the applicable Licensed Material, or
+otherwise used any Licensed Material to create any Derivative Technology, and if so, indicate that such
+Derivative Technology was created using such Licensed Material, and retain any indication of the
+foregoing previously made by other individuals or entities.
+        If We request, You must remove any of the information required above to the extent reasonably
+practicable. Nothing in this Agreement constitutes or may be construed as permission to assert or imply
+that You are, or that Your Use of the Licensed Materials or Derivative Technology is, connected with, or
+sponsored, endorsed, or granted official status by, Us.
+    5. ACCEPTABLE USE TERMS
+         You will not, and will not permit or encourage any other individual or entity to:
+
+
+
+         (a)     reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to
+derive, recreate, or gain access to the source code of the Recursion Software, in whole or in part;
+        (b)     except as expressly permitted by Section 3 (License Grant), modify, adapt, or create
+derivative works or improvements of the Licensed Materials;
+         (c)     except as expressly permitted by Section 3 (License Grant), sell, lease, rent, lend, license,
+sublicense, assign, distribute, share, publish, transfer, or otherwise make available the Licensed Materials
+to any individual or entity;
+       (d)     Use the Licensed Materials in any manner or for any purpose that infringes,
+misappropriates, or otherwise violates any Intellectual Property Right of any individual or entity;
+        (e)      remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or
+other Intellectual Property Right notices from the Licensed Materials, including any copy thereof;
+         (f)      Use the Licensed Materials to violate any national or international law, statute, decree,
+rule, or regulation;
+         (g)    attempt to interfere with the proper working of the Recursion Software, or remove,
+disable, circumvent, or otherwise create or implement any workaround to any security or technological
+measures for the Licensed Materials, including any measures that control access to the Licensed
+Materials;
+         (h)    disrupt or interfere with the Recursion Software or Our systems, servers, or networks, or
+fail to comply with any requirements, procedures, policies, or regulations of networks connected to the
+Recursion Software, or transmit any viruses, worms, defects, Trojan horses, spyware, malware,
+ransomware, or any items of a destructive nature through Your Use of the Recursion Software; or
+         (i)    Use the Licensed Materials in any abusive or illegal way, as determined in Our sole
+discretion.
+    6. INTELLECTUAL PROPERTY RIGHTS.
+         You acknowledge and agree that the Licensed Materials are provided under license, and not
+sold, to You. You acknowledge and agree that the Licensed Intellectual Property Rights are proprietary to
+Us, and the Licensed Materials are protected under copyright and other Intellectual Property Rights
+owned or controlled by Us. We own and retain ownership of all Our Intellectual Property Rights,
+including all rights, title, and interests in and to the Licensed Materials (including any portion thereof
+that may be incorporated into any Derivative Technology). Under applicable law, Your separate
+contribution to any Derivative Technology may be subject to Intellectual Property Rights owned or
+controlled by You (“Arising Intellectual Property Rights”).
+        All rights not expressly granted to You herein are reserved for Us. Except for the limited license
+granted to You herein, this Agreement does not grant You any ownership or other rights or interests in or
+to the Licensed Materials or Licensed Intellectual Property Rights, whether by implication, estoppel, or
+otherwise.
+    7. SHARING LICENSED MATERIALS.
+        Every individual or entity with whom You share the Recursion Dataset (including any portion of
+the Recursion Dataset incorporated into any Derivative Technology) automatically receives an offer from
+Us to Use such Recursion Dataset or portion thereof, as applicable, under the terms of this Agreement.
+        If You share any Derivative Technology with any individual(s) or entity(ies), then the license You
+apply to Your Arising Intellectual Property Rights in such Derivative Technology must be essentially the
+
+
+
+equivalent of this Agreement, and for the avoidance of doubt, must not permit any Use of such
+Derivative Technology for any purpose other than a Permitted Purpose.
+        If You share any Recursion Dataset or Derivative Technology, You may not offer or impose on any
+recipient of the Recursion Dataset or Derivative Technology any additional or different terms or
+conditions, or apply any technological measures to, the recipient’s use of the Recursion Dataset or
+Derivative Technology if doing so restricts such recipient from Using the Recursion Dataset or Derivative
+Technology to the same extent as is permitted under this Agreement.
+    8. UPDATES.
+         We will have no obligation to provide upgrades or updates to the Licensed Materials. You
+acknowledge that You may be required on a periodic or as-needed basis to apply updates to or
+re-download and re-install the Recursion Software to address security, interoperability, or performance
+issues, or to incorporate new features. You will promptly apply such updates to, or download and install,
+as applicable, all such updates or upgrades, and acknowledge and agree that the Licensed Materials or
+portions thereof may not properly operate should You fail to do so. We may also modify or delete in
+their entirety certain features and functionality of the Licensed Materials, and You agree that We have
+no obligation to continue to provide the Licensed Materials or enable any particular features or
+functionality thereof.
+    9. THIRD-PARTY MATERIALS.
+          The Licensed Materials may display, include, or make available third-party content and
+functionality (including data, information, applications, and other products, services, or materials), or
+provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree
+that We are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness,
+validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume
+and will not have any liability or responsibility to You or any other individual or entity for any Third-Party
+Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You
+will access and use them entirely at Your own risk and subject to such third party’s terms and conditions.
+    10. PRIVACY POLICY.
+        You acknowledge that when You Use any of the Licensed Materials, We may use automatic
+means (including, for example, cookies and web beacons) to collect information about Your electronic
+device and about Your use of the Licensed Materials. You also may be required to provide certain
+information about Yourself as a condition to Using the Licensed Materials, or certain of their features or
+functionality. All information We collect through or in connection with the Licensed Materials is subject
+to Our Privacy Policy at https://www.recursion.com/privacy-notice (the “Privacy Policy”), which is
+incorporated herein by reference. By Using the Licensed Materials, You consent to all actions taken by Us
+with respect to Your information in compliance with the Privacy Policy.
+    11. TERM AND TERMINATION.
+        The term of this Agreement (“Term”) commences when You download the Recursion Software or
+otherwise Use any Licensed Materials, and continues for the term of the Licensed Intellectual Property
+Rights unless otherwise earlier terminated.
+       Your rights under this Agreement terminate automatically if You fail to comply with this
+Agreement. Where Your right to Use the Licensed Materials has terminated as provided in the
+immediately preceding sentence, Your right reinstates (a) automatically as of the date the violation is
+cured, provided it is cured within 30 days of Your discovery of the violation, or (b) upon express
+
+
+
+
+reinstatement by Us. However, this paragraph does not affect any right that We may have to seek
+remedies for Your violation of this Agreement.
+         For the avoidance of doubt, We may also offer the Licensed Material under separate terms or
+conditions, or stop distributing or making the Licensed Materials available at any time; however, doing so
+will not terminate this Agreement.
+           Upon termination of this Agreement: (i) all licenses and other rights granted to You under this
+Agreement will terminate; (ii) You will immediately cease all use of the Licensed Materials, and will
+delete or otherwise destroy, at Your cost, all Licensed Materials (including, for clarity, all copies thereof),
+provided that You may continue practicing Your Arising Intellectual Property Rights in any Derivative
+Technology so long as You do not Use the Licensed Materials (including any portion thereof incorporated
+into the Derivative Technology); and (iii) the provisions of this Agreement which by their nature must
+survive termination of this Agreement will continue in force upon any termination, including, but not
+limited to, Your obligations relating to Intellectual Property Rights, disclaimer of warranties, limitation of
+liability, effects of termination, and the general provisions.
+    12. DISCLAIMER OF WARRANTIES.
+       THE LICENSED MATERIALS, INCLUDING ANY THIRD-PARTY MATERIALS PROVIDED THEREIN, ARE
+BEING PROVIDED “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT REPRESENTATIONS OR
+WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON
+OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS,
+OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, AGENTS, SUCCESSORS, AND ASSIGNS, EXPRESSLY
+DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
+OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF
+MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
+WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR
+TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR
+UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL
+MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY
+OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET
+ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS
+CAN OR WILL BE CORRECTED. WE DO NOT ENDORSE OR REPRESENT OR GUARANTEE THE
+TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY LICENSED MATERIALS. YOU ACCEPT THE ENTIRE
+RISK OF THE ACCURACY, RELIABILITY, SECURITY, OR OTHER PERFORMANCE WITH RESPECT TO YOUR USE
+OF THE LICENSED MATERIALS OR OTHER EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT,
+INCLUDING YOUR DEVELOPMENT OR USE OF ANY DERIVATIVE TECHNOLOGY. THIS DISCLAIMER OF
+WARRANTIES WILL BE INTERPRETED IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY
+APPLICABLE LAW, MOST CLOSELY APPROXIMATES AN ABSOLUTE DISCLAIMER OF WARRANTIES.
+    13. LIMITATION OF LIABILITY.
+       TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF
+OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,
+LICENSORS, AGENTS, SUCCESSORS, OR ASSIGNS, HAVE ANY LIABILITY FOR ANY DIRECT, SPECIAL,
+INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER LOSSES, COSTS, EXPENSES,
+OR DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE LICENSED MATERIALS OR OTHER
+EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT, INCLUDING YOUR DEVELOPMENT OF ANY
+DERIVATIVE TECHNOLOGY. THE FOREGOING LIMITATION WILL APPLY WHETHER SUCH LOSSES, COSTS,
+EXPENSES, OR DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
+
+
+
+
+OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE
+ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL BE INTERPRETED
+IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOST CLOSELY
+APPROXIMATES AN ABSOLUTE WAIVER OF ALL LIABILITY.
+    14. INDEMNIFICATION.
+         You agree to indemnify, defend, and hold harmless Us, Our affiliates, and Our and their
+respective officers, directors, employees, partners, licensors, agents, successors, and assigns from and
+against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
+interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’
+fees, arising from or relating to Your use of the Licensed Materials or other exercise of Your rights under
+this Agreement (including Your development of any Derivative Technology), Your access to or use of any
+Third-Party Material, Your breach of any term of this Agreement, or Your violation of any law or right of a
+third party (including any Intellectual Property Rights of a third party).
+    15. GENERAL PROVISIONS.
+        US Government Rights. The Licensed Materials include commercial computer software, as such
+term is defined in 48 C.F.R. §2.101. Accordingly, if You are an agency of the US Government or any
+contractor therefore, You receive only those rights with respect to the Licensed Materials as are granted
+to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R.
+§227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212,
+with respect to all other US Government licensees and their contractors.
+         Export Regulation. The Licensed Material or Derivative Technology may be subject to US export
+control laws, including the Export Control Reform Act and its associated regulations. You will not,
+directly or indirectly, export, re-export, or release the Licensed Material or any Derivative Technology to,
+or make the Licensed Material or any Derivative Technology accessible from, any jurisdiction or country
+to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all
+applicable federal laws, regulations, and rules, and complete all required undertakings (including
+obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting,
+releasing, or otherwise making the Licensed Material or any Derivative Technology available outside the
+United States.
+        Assignment. You may not assign this Agreement or any of your rights or obligations hereunder
+without Our prior written consent and any attempt to do so without such consent will cause this
+Agreement and any of Your rights hereunder to be null and void. We may assign this Agreement or any
+of Our rights or obligations hereunder without Your consent.
+         Governing Law; Venue. This Agreement will be governed by and construed in accordance with
+the laws of the State of Utah, United States, without giving effect to any choice of law provision or rule
+that would cause the application of laws of any other jurisdiction and without regard to the United
+Nations Convention on Contracts for the International Sale of Goods. You irrevocably agree that the
+state and federal courts in the County of Salt Lake, Utah, United States, will have exclusive jurisdiction to
+settle any dispute or claim arising out of or in connection with this Agreement, submit to the jurisdiction
+of such courts, and consent to venue in such forum with respect to any action or proceeding that relates
+to this Agreement. If We are the prevailing party in any action to enforce this Agreement, then We will
+be entitled to recover Our reasonable costs and expenses in connection with such action, including
+reasonable attorneys’ fees.
+
+
+
+
+
+         Equitable Relief. You acknowledge and agree that the restrictions set forth in this Agreement
+are reasonable and necessary to protect Our legitimate interests, and that We would not have entered
+into this Agreement in the absence of such restrictions, and that any breach or threatened breach by You
+of any provision of this Agreement will result in irreparable injury to Us, for which there will be no
+adequate remedy at law. In the event of any breach or threatened breach by You of any provision of this
+Agreement, We will be authorized and entitled to obtain from any court of competent jurisdiction
+injunctive relief, whether preliminary or permanent, specific performance, and an equitable accounting
+of all earnings, profits, and other benefits arising from such breach, which rights will be cumulative and
+in addition to any other rights or remedies to which We may be entitled at law or in equity. You waive
+any requirement that We post a bond or other security as a condition for obtaining any such relief, or
+show irreparable harm, balancing of harms, consideration of the public interest, or inadequacy of
+monetary damages as a remedy.
+       Section Titles. The section titles and headers are for convenience or reference only and in no
+way define, limit, or affect the scope or substance of any section of this Agreement.
+       Entire Agreement. Other than the Privacy Policy and any commercial agreement that You have
+executed with Us in relation to the Licensed Materials, this Agreement constitutes the entire agreement
+between You and Us with respect to the Licensed Materials.
+         Severability. If any provision of this Agreement is held to be unenforceable for any reason, then
+such provision will be reformed only to the extent necessary to make it enforceable, and such holding
+will not impair the validity, legality, or enforceability of the remaining provisions.
+         Waiver. No delay or omission by Us in exercising any right under this Agreement will operate as
+a waiver of that or any other right. A waiver or consent given by Us on any one occasion will be effective
+only in that instance and will not be construed as a bar or waiver of any right on any other occasion.
+         English Language. This Agreement is in the English language only, which language will be
+controlling and any revision of this Agreement in any other language will not be binding.
+       Questions, Comments, and Concerns. All requests for technical support, and other
+communications relating to the Licensed Materials or the subject matter of this Agreement, including
+questions, inquiries, and concerns, should be directed to [email protected].
+
+
+
+
+
+