Seamless Licensing Agreement

“Agreement” means this “Seamless Licensing Agreement”, including, the terms and conditions for use, reproduction, distribution and modification of the Seamless Materials set forth herein.

“Documentation” means the specifications, manuals and documentation accompanying Seamless distributed by Meta at [https://ai.meta.com/resources/models-and-libraries/seamless-downloads](https://ai.meta.com/resources/models-and-libraries/seamless-downloads).

“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.

“Meta” or “we” means Meta Platforms Ireland Limited (if you are located in or, if you are an entity, your principal place of business is in the EEA or Switzerland) and Meta Platforms, Inc. (if you are located outside of the EEA or Switzerland).

“Noncommercial Research Uses” means noncommercial research use cases related to research, development, education, processing, or analysis in each case with no direct or indirect commercial gain to you or others.

“Seamless” means the foundational translation and transcription models and software and algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, demonstration materials and other elements of the foregoing distributed by Meta at [https://ai.meta.com/resources/models-and-libraries/seamless-downloads](https://ai.meta.com/resources/models-and-libraries/seamless-downloads).

“Seamless Materials” means, collectively, Meta’s proprietary Seamless and Documentation (and any portion 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.

By clicking “I Accept” below or by using or distributing any portion or element of the Seamless Materials, you agree to be bound by this Agreement.

1. License Rights and Redistribution.
    a. Grant of Rights. You are granted a non-exclusive, worldwide, non-transferable and royalty-free limited license under Meta’s intellectual property or other rights owned by Meta embodied in the Seamless Materials to use, reproduce, distribute, copy, create derivative works of, translate speech and text, and make modifications to the Seamless Materials solely for Noncommercial Research Uses.
    b. Redistribution and Use.
        i. Distribution of Seamless Materials, and any derivative works thereof, are subject to the terms of this Agreement. If you distribute or make the Seamless Materials, or any derivative works thereof, available to a third party, you may only do so under this Agreement. You shall also provide a copy of this Agreement to such third party.
        ii. If you submit for publication the results of research you perform on, using, or otherwise in connection with Seamless Materials, you must acknowledge the use of Seamless Materials in your publication as follows (or an equivalent acknowledgement of your choosing): “This material is based on work supported by the Seamless Licensing Agreement, Copyright © Meta Platforms, Inc. All Rights Reserved.”
        iii. If you receive Seamless Materials, or any derivative works thereof, from a Licensee as part of an integrated end user product, then Section 2 of this Agreement will not apply to you.
        iv. You must retain in all copies of the Seamless Materials that you distribute the following attribution notice within a “Notice” text file distributed as a part of such copies: “Seamless is licensed under the Seamless Licensing Agreement, Copyright © Meta Platforms, Inc. All Rights Reserved.”
        v. Your use of the Seamless Materials must comply with applicable laws and regulations (including Trade Control Laws)) and adhere to the Acceptable Use Policy for the Seamless Materials [https://ai.meta.com/resources/models-and-libraries/seamless-use-policy](https://ai.meta.com/resources/models-and-libraries/seamless-use-policy), which is hereby incorporated by reference into this Agreement.
2. Restrictions. You will not, and will not permit, assist or cause any third party to:
        a. use the Seamless Materials or any outputs or results of the Seamless Materials in connection with any commercial uses or for any uses other than Noncommercial Research Uses;
        b. utilize any equipment, device, software, or other means to circumvent or remove any security or protection used by Meta in connection with the Seamless Materials, or to circumvent or remove any usage restrictions, or to enable functionality disabled by Meta; 
        c. disguise your or their location through IP proxying or other methods;
        d. use or download Seamless if you or they are: (a) located in a comprehensively sanctioned jurisdiction, (b) currently listed on any U.S. or non-U.S. restricted parties list, or (c) for any purpose prohibited by Trade Control Laws; or
        e. directly or indirectly export, re-export, provide, or otherwise transfer Seamless Materials: (a) to any individual, entity, or country prohibited by Trade Control Laws; (b) to anyone on U.S. or non-U.S. government restricted parties lists; or (c) for any purpose prohibited by Trade Control Laws, including nuclear, chemical or biological weapons, or missile technology applications.
3. User Support. Your Noncommercial Research Use of the Seamless Materials is done at your own discretion; Meta does not process any information nor provide any service in relation to such use.  Meta is under no obligation to provide any support services for the Seamless Materials. Any support provided is “as is”, “with all faults”, and without warranty of any kind.
4. Disclaimer of Warranty. UNLESS REQUIRED BY APPLICABLE LAW, THE SEAMLESS 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 OF USING OR REDISTRIBUTING THE SEAMLESS MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE SEAMLESS MATERIALS AND ANY OUTPUT AND RESULTS.
5. Limitation of Liability. IN NO EVENT WILL META 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 META OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.
6. Intellectual Property.
        a. No trademark licenses are granted under this Agreement, and in connection with the Seamless Materials, neither Meta 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 the Seamless Materials.
        b. Subject to Meta’s ownership of Seamless Materials and derivatives made by or for Meta, with respect to any derivative works and modifications of the Seamless Materials that are made by you, as between you and Meta, you are and will be the owner of such derivative works and modifications.
        c. If you institute litigation or other proceedings against Meta or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Seamless Materials or Seamless 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 and rights  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 Meta from and against any claim by any third party arising out of or related to your use or distribution of the Seamless Materials.
7. Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the Seamless Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Meta 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 the Seamless Materials. Sections 3, 4, 5, 6(c),  7,  8 and 9 shall survive the termination of this Agreement.
8. 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.
9. Modifications and Amendments. Meta may modify this Agreement from time to time by posting a revised version at [https://ai.meta.com/resources/models-and-libraries/seamless-license/](https://ai.meta.com/resources/models-and-libraries/seamless-license/); provided that they are similar in spirit to the current version of the Agreement, but may differ in detail to address new problems or concerns. All such changes will be effective immediately. Your continued use of the Seamless Materials after any modification to this Agreement constitutes your agreement to such modification. Except as provided in this Agreement, no modification or addition to any provision of this Agreement will be binding unless it is in writing and signed by an authorized representative of both you and Meta.
