key: arcinstitute-state-nc-2025 short_name: Arc Research Institute State Model NC 2025 name: Arc Research Institute State Model Non-Commercial License 2025 category: Non-Commercial owner: Arc Research Institute homepage_url: https://github.com/ArcInstitute/state/blob/main/MODEL_LICENSE.md spdx_license_key: LicenseRef-scancode-arcinstitute-state-nc-2025 ignorable_emails: - legal@arcinstitute.org text: "# Arc Research Institute State Model Non-Commercial License\n\n**_Last Updated: June\ \ 23, 2025_**\n\nArc Research Institute (“**Licensor**”) is releasing certain materials collectively\ \ defined below as the “**State Model**”. This license (the “**License**”) is between Licensor\ \ and any individual or legal entity exercising permissions granted under this License (“**You**”).\n\ \nBy downloading, copying, executing, or otherwise exercising any permission granted by this\ \ License or using the State Model, You acknowledge that You accept and agree to be bound\ \ by the terms and conditions of this License. If use of the State Model is within the scope\ \ of Your employment, You hereby represent that you are fully authorized to enter into this\ \ Agreement on behalf of any such employer.\n\nLicensor may make changes to this License.\ \ The “_Last Updated_” date above indicates when this License was last changed. The amended\ \ License will be effective immediately, and Your continued use of the State Model after such\ \ update will confirm Your acceptance of the changes. If You do not agree to the amended\ \ License, You must immediately stop using the State Model.\n\n## 1. Definitions\n\n1.1 “**Commercial\ \ Entity**” means any natural person, legal entity, organization, or institution that is for-profit,\ \ or otherwise not a Non-Commercial Entity.\n\n1.2 “**Derivative Work**” means any modification\ \ of, work based upon, or derived from, the State Model or any portion thereof, including\ \ adaptations, fine-tunings, adjusted model weights, distilled or pruned versions, additional\ \ training, or any other alteration, transformation, or integration, including use as a prior,\ \ of the State Model or any part of it.\n\n1.3 “**Non-Commercial Entity**” means a (a) government\ \ body or (b) a natural person, academic institution, research institute, or other entity\ \ registered with relevant tax authorities as a not-for-profit organization that, in each\ \ (a) and (b) above, does not own or control or is not owned or controlled by and is not acting\ \ with or on behalf of a Commercial Entity.\n\n1.4 “**Non-Commercial Purpose**” means a purpose\ \ that is not undertaken for direct or indirect monetary compensation, financial consideration,\ \ or any other commercial undertaking or advantage. For the purposes of this License, research,\ \ development, or educational activities engaged in or sponsored by a Commercial Entity (whether\ \ or not performed by a Non-Commercial Entity or otherwise undertaken for a purpose not associated\ \ with monetary compensation, financial consideration or other commercial undertaking or advantage)\ \ are not Non-Commercial Purposes.\n\n1.5 “**Output**” means any results, data, or other\ \ material generated by execution of the unmodified State Model or a Derivative Work.\n\n\ 1.6 “**State Model**” includes, individually and collectively, the pretrained model (_i.e._,\ \ the model code combined with the trained model weights), model weights, documentation, and\ \ any other files released by Licensor under this License (provided that source code and object\ \ code are licensed under a separate license made available by Licensor).\n\n## 2.\tGrant\ \ of Rights\n\n2.1 **License** Subject to the terms and conditions of this License, Licensor\ \ hereby grants You a personal, worldwide, royalty-free, non-exclusive, irrevocable (except\ \ as provided in Section 8), non-sublicensable license: (a) to use, copy, modify, and display\ \ the State Model; (b) to create Derivative Works and Outputs; (c) to reproduce, distribute,\ \ and make publicly available (i) the State Model and any Derivative Work, each subject to\ \ Section 3 (Redistribution Conditions), and (ii) any Output; and (d) under the Licensor’s\ \ patent rights covering the State Model, to make, use, import, and otherwise exploit the\ \ State Model and any Derivative Works, each (a) through (c)(i) and (d), solely for Non-Commercial\ \ Purposes.\n\n2.2 **Patent Infringement** If You initiate patent litigation (including\ \ a cross-claim or counterclaim in a lawsuit) alleging that the State Model or a Derivative\ \ Work infringes a patent, this License to You is terminated as of the date such litigation\ \ is filed.\n\n2.3 **Reservation of Rights**. All rights other than those expressly granted\ \ to You herein are reserved by Licensor. \n\n## 3. Redistribution Conditions\n\nIf You redistribute\ \ the State Model or any Derivative Work, You must (a) include a complete, unaltered copy\ \ of this License; (b) keep intact all original copyright, license, and disclaimer notices;\ \ and (c) provide prominent notice stating that the redistributed State Model is governed\ \ by this License. If You redistribute the State Model, any Derivative Work or any Output,\ \ You must also include a prominent and readable citation to the State Model research paper:\ \ Adduri, A. et al. (2025) Predicting cellular responses to perturbation across diverse contexts\ \ with State. You may choose to license a Derivative Work or Output under different terms\ \ and conditions, provided that the limitations and restrictions herein (including, in the\ \ case of a Derivative Work, the Non-Commercial Purpose) remain in substance and effect.\n\ \n## 4. Restrictions\n\n4.1 You may not use or distribute the State Model, any or Derivative\ \ Work for any purpose other than Non-Commercial Purposes, unless You first obtain a separate,\ \ express, written license from Licensor granting such rights. If you wish to inquire about\ \ such separate license, you may contact .\n\n4.2 You may not remove,\ \ obfuscate, or alter any copyright, trademark, citation or other proprietary notice included\ \ in the State Model.\n\n4.3 You must comply with all applicable laws and regulations, including\ \ export-control and sanctions regimes, in connection with Your use of the State Model and\ \ any Derivative Work or Output.\n\n4.4 If You elect to collect or process personal data,\ \ health data or any other regulated data using the State Model or any Derivative Work, You\ \ are solely responsible for compliance with all data-protection, privacy, and related laws.\n\ \n## 5.\t Feedback\n\nIf You provide Licensor with ideas, suggestions, or improvements regarding\ \ the State Model (“**Feedback**”), Licensor may incorporate such Feedback without obligation\ \ or restriction, and You hereby irrevocably assign to Licensor all right, title, and interest\ \ in and to such Feedback and all intellectual property rights therein and thereto. To the\ \ extent any rights in and to such Feedback cannot be assigned by You, You hereby grants to\ \ Licensor a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable,\ \ royalty-free, fully paid-up license to use, practice, and otherwise exercise the Feedback\ \ without restriction.\n\n## 6. Trademarks \n\nThis License does not grant permission to use\ \ the trade names, trademarks, service marks, or product names of the Licensor, except as\ \ required for reasonable and customary use in describing the origin of the State Model and\ \ reproducing the content of the license as required herein.\n\n## 7. Disclaimer of Warranty;\ \ Limitation of Liability\n\nTHE STATE MODEL, ANY DERIVATIVE WORK, AND ANY OUTPUT ARE PROVIDED\ \ “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING\ \ BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,\ \ OR THAT OPERATION OF THE STATE MODEL WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM\ \ EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY,\ \ WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY\ \ INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED\ \ TO THIS LICENSE OR THE USE OF THE STATE MODEL, DERIVATIVE WORKS, OR OUTPUTS, EVEN IF LICENSOR\ \ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL AGGREGATE LIABILITY\ \ UNDER THIS LICENSE SHALL NOT EXCEED TWENTY U.S. DOLLARS (USD $20).\n\n## 8.\t Termination\n\ \n8.1 This License and the rights granted herein terminate automatically without notice if\ \ You breach Sections 2, 3, or 4. Upon termination, You shall cease all use, reproduction,\ \ and distribution of the State Model, any Derivative Work, and any Output, and Sections 2.3,\ \ 4.4, 5, 7, 8.2, and 9 shall remain in effect.\n\n8.2 Termination shall not affect any third-party’s\ \ legitimate possession, under this License, of copies of the State Model, Derivative Works,\ \ or Outputs obtained from You prior to termination, provided such third party is itself in\ \ full compliance with this License.\n\n## 9.\t Miscellaneous\n\n9.1 **Governing Law**. \ \ This License shall be governed by and construed in accordance with the laws of the state\ \ of California, excluding its or any other jurisdiction’s conflict-of-laws principles. Venue\ \ for any disputes related to this License shall be in the federal courts in Santa Clara County,\ \ California and You and Licensor hereby agree to the exclusive jurisdiction of such courts.\n\ \n9.2 **Severability**. If any provision of this License is held to be unenforceable, such\ \ provision shall be reformed only to the extent necessary to make it enforceable, and the\ \ remaining provisions shall remain in full force and effect.\n\n9.3 **No Waiver**. Failure\ \ by Licensor to enforce any provision of this License shall not constitute a waiver of future\ \ enforcement of that or any other provision.\n\n9.4 **Entire Agreement**. This License\ \ constitutes the entire agreement between the parties with respect to the State Model and\ \ supersedes all prior or contemporaneous understandings, whether written or oral, regarding\ \ such subject matter. References herein to “including” will be interpreted to mean “including\ \ but not limited to” and any examples provided are illustrative and not intended to be the\ \ sole examples of a particular concept."