By using, reproducing, modifying, distributing, performing or displaying any portion or element of DBRX or DBRX Derivatives, or otherwise accepting the terms of this Agreement, you agree to be bound by this Agreement.

Version Release Date: March 27, 2024

Section 1: Definitions

“Agreement” means these terms and conditions that govern the use, reproduction, modification, distribution, performance or display of DBRX and/or DBRX Derivatives and any terms and conditions incorporated by reference.

“Databricks” or “we” means Databricks, Inc.

“Licensee” or “you” means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity’s behalf), of the age required under applicable laws, rules or regulations to provide legal consent and that has legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf.

“DBRX Derivatives” means all (i) modifications to DBRX, (ii) works based on DBRX and (iii) any other derivative works thereof. Outputs are not deemed DBRX Derivatives. 

“DBRX” means the foundational large language models and software and algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, documentation and other elements of the foregoing identified by Databricks at https://github.com/databricks/dbrx, regardless of the source that you obtained it from.

“Output” means the results of operating DBRX or DBRX Derivatives.

As used in this Agreement, “including” means “including without limitation.”

Section 2: License Rights and Conditions on Use and Distribution 

2.1 Grant of Rights

You are granted a non-exclusive, worldwide, non-transferable and royalty-free limited license under Databricks’ intellectual property or other rights owned by Databricks embodied in DBRX to use, reproduce, distribute, copy, modify, and create derivative works of DBRX in accordance with the terms of this Agreement.

2.2 Reproduction and Distribution

1. All distributions of DBRX or DBRX Derivatives must be accompanied by a "Notice" text file that contains the following notice: "DBRX is provided under and subject to the Databricks Open Model License, Copyright © Databricks, Inc. All rights reserved."
2. If you distribute or make DBRX or DBRX Derivatives available to a third party, you must provide a copy of this Agreement to such third party.
3. You must cause any modified files that you distribute to carry prominent notices stating that you modified the files.

You may add your own intellectual property statement to your modifications of DBRX and, except as set forth in this Section, may provide additional or different terms and conditions for use, reproduction, or distribution of DBRX or DBRX Derivatives as a whole, provided your use, reproduction, modification, distribution, performance, and display of DBRX or DBRX Derivatives otherwise complies with the terms and conditions of this Agreement. Any additional or different terms and conditions you impose must not conflict with the terms of this Agreement and in the event of a conflict, the terms and conditions of this Agreement shall govern over any such additional or different terms and conditions.

2.3 Use Restrictions

You will not use DBRX or DBRX Derivatives or any Output to improve any other large language model (excluding DBRX or DBRX Derivatives).

You will not use DBRX or DBRX Derivatives:

1. for any restricted use set forth in the Databricks Open Model Acceptable Use Policy identified at https://www.databricks.com/legal/acceptable-use-policy-open-model  ("Acceptable Use Policy"), which is hereby incorporated by reference into this Agreement; or
2. in violation of applicable laws and regulations.

To the maximum extent permitted by law, Databricks reserves the right to restrict (remotely or otherwise) usage of DBRX or DBRX Derivatives that Databricks reasonably believes are in violation of this Agreement.

Section 3: Additional Commercial Terms

If, on the DBRX version release date, the monthly active users of the products or services made available by or for Licensee, or Licensee’s affiliates, is greater than 700 million monthly active users in the preceding calendar month, you must request a license from Databricks, which we may grant to you in our sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until Databricks otherwise expressly grants you such rights.

If you receive DBRX or DBRX Derivatives from a direct or indirect licensee as part of an integrated end user product, then this section (Section 3) of the Agreement will not apply to you.

Section 4: Additional Provisions

4.1 Updates

Databricks may update DBRX from time to time, and you must make reasonable efforts to use the latest version of DBRX.

4.2 Intellectual Property

a. No trademark licenses are granted under this Agreement, and in connection with  DBRX or DBRX Derivatives, neither Databricks nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing DBRX or DBRX Derivatives.

b. Subject to Databricks’ ownership of DBRX and DRBX Derivatives made by or for Databricks, with respect to any DBRX Derivatives that are made by you, as between you and Databricks, you are and will be the owner of such DBRX Derivatives.

c. Databricks claims no ownership rights in Outputs. You are responsible for Outputs and their subsequent uses.

d. If you institute litigation or other proceedings against Databricks or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that DBRX or Outputs or results therefrom, 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 Databricks from and against any claim by any third party arising out of or related to your use or distribution of DBRX or DBRX Derivatives.

4.3 DISCLAIMER OF WARRANTY

UNLESS REQUIRED BY APPLICABLE LAW, DBRX 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 OF USING OR REDISTRIBUTING DBRX OR DBRX DERIVATIVES AND ANY OUTPUT AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF DBRX OR DBRX DERIVATIVES AND ANY OUTPUT AND RESULTS.

4.4 LIMITATION OF LIABILITY

IN NO EVENT WILL DATABRICKS 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 INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF DATABRICKS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

4.5 Term and Termination

The term of this Agreement will commence upon your acceptance of this Agreement or access to DBRX or DBRX Derivatives and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Databricks 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 DBRX or any DBRX Derivatives. Sections 1, 4.2(d), 4.3, 4.4, and 4.6 shall survive the termination of this Agreement.

4.6 Governing Law and Jurisdiction

This Agreement will be governed and construed under the laws of the State of California without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts of California shall have exclusive jurisdiction of any dispute arising out of this Agreement.