Waymax License Agreement for Non-Commercial Use
October 17, 2023

To aid the research community in making advancements in the domain of planning
and simulation agents, Waymo has made publicly available the Waymax Licensed
Materials (defined below), free of charge for Non-commercial Purposes (defined
below) under certain terms and conditions.

Your use, including downloading, of any portion or element of the Waymax
Licensed Materials is conditioned upon the terms and conditions of this license
agreement (the “Waymax License” or the “Agreement”).

1. Definitions.

“Convey” or “Conveyance” means to propagate in a manner that enables a third
party to make or receive one or more copies.
“Derivative IP” means any derivative work of the Waymax Licensed Materials, any
other work or data made or developed using the Waymax Licensed Materials,
including the output or data extracted from the Waymax Licensed Materials, or
any invention conceived or reduced to practice, directly or indirectly, through
the use of the Waymax Licensed Materials.

“Documentation” means the specifications, manuals, and documentation
accompanying Waymax made available by Waymo at
https://github.com/waymo-research/waymax.

“Intellectual Property Rights” means all registered or unregistered
intellectual property rights throughout the world, including (a) rights in
patents, copyrights, trademarks, designs, and databases, and (b) moral rights.

“Non-commercial Purposes” means research, teaching, scientific publication and
personal experimentation. Non-commercial Purposes include use of the Waymax
Licensed Materials or Derivative IP to perform benchmarking for purposes of
academic or applied research publication. Non-commercial Purposes does not
include purposes primarily intended for or directed towards commercial
advantage or monetary compensation, or purposes intended for or directed
towards litigation, licensing, or enforcement, in whole or in part.

“Production Systems” means computer, network, and system architecture, and
other systems primarily intended to provide a product or service to customers
or other third parties, even if no monetary compensation is received for such a
product or service.

“Waymax” means one or more software libraries and any and all computer
programs, source code, object code, data, and other elements of the foregoing
made available by Waymo at https://github.com/waymo-research/waymax.
“Waymax Licensed Materials” means Waymax and Documentation (and any portion
thereof) made available to You under this Agreement.
“Waymo” means Waymo LLC.

“You” means the individual or entity exercising the rights granted under this
Agreement.

2. License Rights and Restrictions.

a. License Grant.  Subject to the terms and conditions of this Agreement, Waymo
grants You a non-exclusive, royalty-free, worldwide, non-transferrable,
non-sublicensable (except as permitted under Section 2.c.), revocable and
personal license, under Waymo’s Intellectual Property Rights in the Waymax
Licensed Materials, to use, reproduce, and modify and create (subject to
Section 2.c.) derivative works of the Waymax Licensed Materials for
Non-commercial Purposes only.

b. Additional Non-commercial Purposes Restrictions:  You agree You will not, and
will not permit, assist, or cause any third party to, use, reproduce, modify,
distribute or otherwise Convey the Waymax Licensed Materials or Derivative IP,
in whole or in part, including any output or results of the Waymax Licensed
Materials or Derivative IP, for (i) any real-world operation, or development of
software or hardware for any real-world operation, of vehicles; (ii) testing or
validating performance of any real-world vehicle, (iii) simulating driving
scenarios for any commercial purposes; (iv) any use in Production Systems, or
(v) any other primarily commercial purposes.

c. Derivative IP Conveyance: You may not Convey unmodified Waymax Licensed
Materials, but You may publish results of research conducted using Waymax
Licensed Materials or otherwise Convey Your Derivative IP to third parties,
provided that You meet all of the following conditions:

i. You must include the following notice with each copy of the Derivative IP:
This [type of work, e.g., publication, software, model] was made using the
Waymax Licensed Materials, provided by Waymo LLC under the Waymax License
Agreement for Non-Commercial Use, available at
https://github.com/waymo-research/waymax/blob/main/LICENSE,
and your access and use of the Waymx Licensed Materials are governed by the
terms and conditions contained therein.

@inproceedings{waymax, title={Waymax: An Accelerated, Data-Driven Simulator for
Large-Scale Autonomous Driving Research}, author={Cole Gulino and Justin Fu and
Wenjie Luo and George Tucker and Eli Bronstein and Yiren Lu and Jean Harb and
Xinlei Pan and Yan Wang and Xiangyu Chen and John D. Co-Reyes and Rishabh
Agarwal and Rebecca Roelofs and Yao Lu and Nico Montali and Paul Mougin and
Zoey Yang and Brandyn White and Aleksandra Faust, and Rowan McAllister and
Dragomir Anguelov and Benjamin Sapp}, booktitle={Proceedings of the Neural
Information Processing Systems Track on Datasets and Benchmarks},year={2023}}

ii. In any license granting or any agreement governing use or access to Your
Derivative IP, You must, and must require recipients of Your Derivative IP to
comply with all terms and conditions of this Agreement, including with the
following effects: Upon use of Derivative IP for any purpose that is not a
Non-commercial Purpose, or is otherwise in breach of this Agreement, (w) any
rights in the Waymax Licensed Materials or Derivative IP, granted by You or
Your recipients to third parties, shall be null and void ab initio; (x) any
rights granted under this Agreement or the license or agreement Conveying your
Derivative IP to any third party recipient of Your Derivative IP is terminated
automatically; (y) such third party recipient of Your Derivative IP shall cease
use of and delete the Waymax Licensed Materials and Derivative IP and any
copies thereof; and (z) the license granted in Section 2.d.(ii) immediately
becomes effective.

iii. In the event Your Conveyance of Derivative IP does not meet the conditions
above, You acknowledge and agree that Your Conveyance of Derivative IP is not
authorized and, upon such unauthorized Conveyance, (m) the license granted to
You under this Agreement is automatically suspended; (n) any right granted to
you to create Derivative IP will be null and void ab initio; (o) You will cease
any use of and delete the Waymax Licensed Materials and Derivative IP and any
copies thereof; and (p) and the license granted in Section 2.d.(ii) immediately
becomes effective.

d. Limited Non-Assert: In consideration for access to the Waymax Licensed
Materials and rights granted to you by Waymo under this Agreement, You (also on
behalf of Your successors and assignees of any rights protecting Your
Derivative IP) (i) agree not to prepare, initiate, assert, or otherwise support
any claim against (m) Waymo or any of its affiliates, successors, or assignees
(collectively, the “Waymo Parties”) or products or services thereof, or (n) any
authorized use or Conveyance of the Waymax Licensed Materials by any licensee
thereof (an “Authorized Licensee”), for infringement or other violation of
Intellectual Property Rights arising out of Your access or use of the Waymax
Licensed Materials, including any rights protecting Your Derivative IP, and
(ii) grant the Waymo Parties and Authorized Licensees a license to such rights
protecting Your Derivative IP, with such license becoming effective only if You
breach the obligations of Section 2.d.(i).

e. Artificial Intelligence Prohibition: You may not use the Waymax source code 
or Documentation (or any derivative thereof) to train or otherwise develop or
improve (directly or indirectly) an artificial intelligence foundation model
(including LLMs, VFMs, multimodal model, or any model capable of generative AI
output), or any model distilled or fine-tuned therefrom.

3. DISCLAIMER: YOU AGREE WAYMAX LICENSED MATERIALS AND ANY DERIVATIVE IP IS
PROVIDED “AS-IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING WITHOUT
LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT.  WAYMO DOES NOT REPRESENT OR WARRANT THAT THE
WAYMAX LICENSED MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR
ERROR-FREE.  YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE WAYMAX LICENSED MATERIALS.  THE WAYMAX LICENSED MATERIALS ARE NOT DESIGNED
OR INTENDED FOR USE IN ANY APPLICATION OR SITUATION WHERE FAILURE OR FAULT OF
THE WAYMAX LICENSED MATERIALS COULD LEAD TO INJURY OF ANY PERSON OR TO
PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.

4. LIMITATION OF LIABILITY AND INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED
BY LAW, IN NO EVENT SHALL THE WAYMO PARTIES, AND EACH OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, AGENTS, PARTNERS, AND EMPLOYEES BE LIABLE UNDER ANY LEGAL
THEORY WITH RESPECT TO WAYMAX LICENSED MATERIALS AND ANY DERIVATIVE IP, OR YOUR
USE OF THE WAYMAX LICENSED MATERIALS OR ANY DERIVATIVE IP, FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR
LOST PROFITS. YOU WILL INDEMNIFY AND HOLD HARMLESS THE WAYMO PARTIES FROM AND
AGAINST ANY CLAIM BY ANY THIRD PARTY AND ANY ASSOCIATED LOSSES, DAMAGES, COSTS
OR EXPENSES ARISING OUT OF OR RELATED TO YOUR USE OF THE WAYMAX LICENSED
MATERIALS OR DERIVATIVE IP OR YOUR BREACH OF THIS AGREEMENT.

5. Applicable Laws: You may not use the Waymax Licensed Materials in any manner
that violates any applicable laws and regulations, including privacy or
security laws and all applicable export control and sanctions laws and
regulations, such as the Export Administration Regulations maintained by the
U.S. Department of Commerce, trade and economic sanctions maintained by the
U.S. Treasury Department's Office of Foreign Assets Control, and the
International Traffic in Arms Regulations maintained by the U.S. Department of
State, as well as all amendments and successor laws to any of the foregoing.

6. Waymo reserves all rights not expressly granted.

7. If You fail to comply with the terms and conditions of this Agreement, then
any rights granted to You hereunder terminate automatically and You agree to
cease use of and delete any copy of the Waymax Licensed Materials.
By accessing or using the Waymax Licensed Materials, You affirm that you are of
legal age under applicable laws, or if You are not, that You are under the
supervision of a parent or legal guardian who agrees to be bound by this
Agreement.  If You access or use the Waymax Licensed Materials on behalf of
another person or entity, (a) all references to “You” throughout this Agreement
will include that person or entity and (b) You represent and warrant that You
are authorized and have the legal authority to bind such other person or entity
to this Agreement.