ERNIE 5.5 Flash Base Model License Agreement v1.0
License version: v1.0
Release date: November 5, 2026
Applicable model: ERNIE 5.5 Flash Base Model
Copyright © 2026 Baidu. All Rights Reserved.
By downloading, accessing, using, copying, modifying, distributing, or otherwise exercising rights under this Agreement, you acknowledge that you have read and accepted this Agreement. If you accept this Agreement or use the Licensed Materials on behalf of an employer or another organization, you must have authority to bind that organization; references to "you" then include that organization.

1. DEFINITIONS
1.1 " ERNIE," "Licensor," "we," or "us" means the applicable entity or entities within the Baidu corporate group that own intellectual property or other rights embodied in, or implicated by the use of, the Licensed Materials.
1.2 "You" or "Operator" means a natural person, legal entity, or other lawfully established organization using the Licensed Materials or Derivative Models, or exercising rights under this Agreement.
1.3 "Model" means ERNIE 5.5 Flash Base Model, limited to the specific version that Licensor expressly identifies through its official release channels as subject to this Agreement.
1.4 "Licensed Materials" means model weights, parameters, configurations, tokenizers or other processors, and accompanying code, documentation, or other materials actually provided by Licensor under this Agreement. Unreleased training code, data, inference code, or other materials do not become deliverables through this definition. Components separately identified as governed by another license remain subject to their respective licenses.
1.5 "Derivative Models" means models or adapters formed directly or indirectly from the Model through one or more of the following processes:
(a) Continued training, fine-tuning, quantization, pruning, merging, or other modification of the Model, or training adapters to adjust the Model's behavior; or
(b) Transferring knowledge or capabilities from the Model's weights, parameters, intermediate representations, or Outputs to another model through distillation, knowledge transfer, training on synthetic data, or similar methods.
Subsequent models or adapters obtained by applying any of these processes to models or adapters previously obtained through these processes are also included. Outputs themselves are not Derivative Models merely because they were generated by a model.
1.6 "Outputs" means text, images, audio, video, code, or other results generated by operating the Model or a Derivative Model.
1.7 "Annual Revenue of Related Products or Services" means the aggregate revenue recognized under applicable accounting standards by the same Operator from all related products or services that use, incorporate, or rely on the Licensed Materials or Derivative Models, during the consecutive 12 months preceding any assessment time. This amount is assessed continuously during use and is not limited to a calendar year; the same revenue is not counted twice. If a related product or service also uses other models, technologies, or components, its entire revenue is included, rather than only the portion attributable to ERNIE. Funding, valuation, and profit are not substitutes for revenue. Taxes collected on behalf of authorities are excluded, and refunds, discounts, and other revenue adjustments are reflected under applicable accounting standards. Amounts denominated in other currencies are converted to US dollars using publicly available, verifiable average exchange rates for the corresponding period, applying a consistent conversion method and retaining reasonable supporting records. For the avoidance of doubt, where the Operator is affiliated with one or more other entities, all entities under common control with the Operator shall be deemed one single entity for the purposes of calculating the Annual Revenue of Related Products or Services, and the revenue of all such entities shall be aggregated with the Operator’s without exception. For purposes of this provision, an entity is under common control with the Operator where the Operator directly or indirectly holds more than 50% of the equity interests or voting rights in such entity, or such entity and the Operator are directly or indirectly under the same control (including through common management or other similar arrangements). The parties acknowledge that the purpose of this provision is to prevent artificial fragmentation of revenue to avoid the thresholds in Section 4.
1.8 "Commercial Use" means use of the Licensed Materials or Derivative Models primarily directed toward commercial advantage or monetary compensation, including commercial products or services, commercially operated hosting or API services, commercial training or fine-tuning services, actual business operations, and production of content or deliverables for commercial advantage. Classification depends on the actual purpose and manner of use, not solely on whether the Operator is a for-profit organization.
1.9 "Non-Commercial Use" means use that is not Commercial Use, including academic research, education, evaluation, and personal experimentation not primarily directed toward commercial advantage or monetary compensation.
1.10 "Third Party" means a natural person, legal entity, or other organization other than Licensor and you.
1.11 "Territory" means all geographical areas worldwide other than the European Union, the United Kingdom and South Korea.
1.12 "Acceptable Use Policy" means the policy in Exhibit A, which forms part of this Agreement.
2. GRANT OF RIGHTS
Subject to your compliance with this Agreement and the Acceptable Use Policy in Exhibit A, Licensor grants you, solely within the Territory, a non-exclusive, non-transferable license, under intellectual property and other relevant rights that Licensor is entitled to grant and that are embodied in, or implicated by permitted use of, the Licensed Materials, to use, run, reproduce, and modify the Licensed Materials, conduct continued training and fine-tuning, create Derivative Models, and distribute or make the Licensed Materials and Derivative Models available to Third Parties under Section 3.
The non-transferability of this license does not restrict distribution expressly permitted under Section 3. Recipients may independently obtain corresponding rights by accepting and complying with this Agreement. A distributor's separate commercial authorization does not automatically cover recipients unless that written authorization expressly provides otherwise.
Uses under Sections 4.1 and 4.2 are free of model license charges. Commercial Use under Section 4.3 requires separate prior written authorization; an application or notice does not constitute that authorization. Rights not expressly granted remain with their respective rightsholders. This Agreement does not grant third-party rights that Licensor is not entitled to grant.
3. DISTRIBUTION AND ATTRIBUTION
3.1 You may distribute or make the Licensed Materials and Derivative Models available to Third Parties solely within the Territory, subject to this Agreement and the following obligations:
(a) Provide recipients with a copy of this Agreement, including Exhibit A, and retain applicable copyright, license, and other rights notices contained in the Licensed Materials.
(b) Prominently and reasonably identify modified files, either in the relevant files or in accompanying change records.
(c) If the original release includes a NOTICE file, preserve a readable copy of notices relevant to the distributed portions.
(d) Do not remove, replace, or diminish this Agreement's application to the original Licensed Materials and the rights they contain, waive recipients' licensing or attribution obligations on Licensor's behalf, or grant rights beyond those you are authorized to grant.
3.2 For any commercial product or service using the Licensed Materials or Derivative Models, you must clearly and prominently display the following exact wording in at least one readily accessible location on the relevant user interface, official website, about page, or product documentation:
Powered by ERNIE
For APIs, backend services, or model deliveries without an end-user interface, prominent display in developer, API, or delivery documentation is sufficient. Internal business use may satisfy this requirement through the internal interface or relevant internal documentation. This provision does not require branding in every individual Output.
3.3 Section 3.2 also applies to Commercial Use covered by written authorization under Section 4.3. Non-Commercial Use does not require that branding, but remains subject to applicable copyright, license, and distribution notice obligations under Section 3.1.
3.4 Each recipient must independently assess its actual use and applicable revenue under Section 1.7 to determine the commercial conditions that apply. You may establish separate license terms for your own additions, but those terms must not exclude or diminish this Agreement's application to the original Licensed Materials and related rights.
4. COMMERCIAL CONDITIONS
4.1 Non-Commercial Use.
You may use the Licensed Materials and Derivative Models for Non-Commercial Use free of charge, without a commercial-use notice or separate commercial authorization, and without this Agreement's commercial revenue threshold applying. Section 3.1 and other general provisions of this Agreement remain applicable.
4.2 Commercial Use with Annual Revenue of Related Products or Services at or below US$50 million.
Subject to this Agreement, you may use the Licensed Materials and Derivative Models commercially without a model license charge, provided that you fulfill the attribution obligations under Section 3.2 and send a one-time use notice.
For the same Operator using the same Model version commercially, only one notice is required, before the first such Commercial Use. It must identify the Operator, Model name and version, related products or services and their purposes, and valid contact information. Once the notice is sent, qualifying Commercial Use may proceed under this Agreement without awaiting Licensor's reply, acknowledgment, or approval. That notice does not constitute the written commercial authorization required under Section 4.3. Subsequent additions of products or services using that version do not require another notice under this Section, but their related revenue remains aggregated under Section 1.7. Annual Revenue of Related Products or Services exactly equal to US$50 million falls within this Section. For the avoidance of doubt, entities deemed one single entity under Section 1.7 shall be regarded as the same Operator for purposes of this notice requirement, and one joint notice is sufficient.
Send the notice to Baidu_ERNIE@baidu.com. Other than the one-time notice expressly required here, this Agreement does not require separate commercial approval for each qualifying model call, training activity, or other use under this Section.
4.3 Commercial Use with Annual Revenue of Related Products or Services above US$50 million.
(a) If Annual Revenue of Related Products or Services already exceeds US$50 million when you intend to start Commercial Use, you must obtain Licensor's separate written commercial authorization before starting that use.
(b) If revenue grows during use and will exceed US$50 million, contact Licensor in advance and obtain separate written commercial authorization before the threshold is exceeded. From the time the threshold is exceeded, affected Commercial Use lacking written authorization must be suspended until that authorization takes effect. A use notice, application, pending reply, or ongoing negotiation does not confer above-threshold commercial rights.
(c) Send commercial authorization applications to Baidu_ERNIE@baidu.com. Written authorization must identify the authorized entities, Model versions, purposes, term, and other applicable conditions. Any fees and amounts are determined by separate written agreement.
(d) Authorized Commercial Use must continue to display "Powered by ERNIE" under Section 3.2. Use lawfully conducted while Section 4.2 applied does not automatically incur retroactive license charges merely because the threshold is subsequently exceeded.
4.4 This Section applies equally to the Model and Derivative Models. Revenue must be assessed continuously under Section 1.7, and you must retain records reasonably sufficient to determine whether the threshold is exceeded. Hosting, API services, fine-tuning, product integration, and model delivery are assessed under these same conditions.
4.5 Verification. Upon Licensor’s written request, and no more than once per calendar year per Operator (or more frequently if Licensor has reasonable grounds to suspect a material breach of this Agreement), an Operator whose Annual Revenue of Related Products or Services equals or exceeds US$50 million shall: (a) provide a written compliance statement certifying that its use of the Licensed Materials and Derivative Models complies with this Agreement, including its revenue classification under Section 1.7; and (b) provide such other reasonable information as Licensor may request to verify that classification. Any information provided under this Section 4.5 shall be treated as confidential, used solely for verification purposes, and destroyed upon the earlier of the end of verification or twelve (12) months thereafter. An Operator whose Commercial Use is below the US$50 million threshold may be asked for a brief written confirmation of the applicable revenue classification, which shall not constitute a waiver of any right of Licensor.
5. RULES OF USE
5.1 Your use and distribution of the Licensed Materials and Derivative Models must comply with applicable laws, including applicable trade-compliance laws, and with the Acceptable Use Policy in Exhibit A. You must neither breach these requirements nor encourage or permit others to do so. Respect third-party intellectual property, privacy and other lawful rights. You are responsible for your inputs, Outputs and actual use.
5.2 Agreements governing use or distribution of the Licensed Materials or Derivative Models must incorporate the restrictions in Sections 5.1 and 5.3 and Exhibit A as enforceable terms. Notify subsequent recipients or users that these restrictions apply.
5.3 The Licensed Materials, Derivative Models and their Outputs must not be used, reproduced, modified, distributed or displayed outside the Territory. Those activities outside the Territory fall beyond the rights granted here and are not authorized by this Agreement.
5.4 You must not use misleading attribution, descriptions, or other representations to cause others to believe that your products, services, or activities are provided, operated, certified, or endorsed by Licensor.
5.5 You may not use the Licensed Materials, any Derivative Model, or any of their Outputs or results to improve any other artificial intelligence model or machine-learning system other than the Model or its Derivative Models. For the avoidance of doubt, this Section 5.5 does not prohibit the creation or use of Derivative Models in accordance with this Agreement.
5.6 If you provide or make available to any Third Party a product, service, or hosted service that permits the generation of Outputs using the Model or any Derivative Model, you must, before making that product or service available and throughout its operation, implement, maintain, test, and periodically review reasonable and proportionate technical and organizational safeguards designed to prevent and mitigate access, uses, and Outputs that violate this Agreement or Exhibit A, including uses or Outputs that infringe, misappropriate, or otherwise violate any Third Party’s intellectual-property or other rights. You must not knowingly disable, materially weaken, or permit the circumvention of those safeguards. You must maintain a reasonably accessible mechanism for reporting suspected violations; upon receiving a good-faith report or otherwise obtaining actual knowledge of a violation, you must promptly investigate and take reasonable steps within your control to stop or mitigate the violation, including removing or disabling access to offending content or services and suspending or terminating repeat violators where appropriate. You are responsible for implementing and enforcing these requirements with respect to your products, services, systems, users, and downstream recipients.
6. INTELLECTUAL PROPERTY AND OUTPUTS
6.1 Licensor and other relevant rightsholders retain rights in the original Licensed Materials and their intellectual property. No ownership of those rights is transferred to you beyond the licenses expressly granted here.
6.2 Subject to rights in the original Licensed Materials and this Agreement, you retain rights you lawfully hold in your additions, modifications, Derivative Models, and other newly created work.
6.3 Licensor grants you limited permission to use the wording "Powered by ERNIE" only to the extent necessary to fulfill Section 3.2. This Agreement grants no other trademark, logo, or branding rights and implies no endorsement or warranty by Licensor.
6.4 Licensor does not claim ownership through this Agreement of input data or Outputs in which you lawfully hold rights. This does not guarantee that any input, Output, or new work qualifies for intellectual-property protection or excuse responsibility for third-party rights or actual use.
6.5 Materials separately identified as governed by third-party licenses remain subject to those licenses and notices. This Agreement does not replace them.
6.6 If you bring or assert any suit or other legal proceeding (including a cross-claim or counterclaim in any action) against Licensor or any other natural or legal person, alleging that the Licensed Materials, any Derivative Model, any Output, or any portion of the foregoing infringes any intellectual property right or other right owned by you or for which you can obtain a license, all licenses granted to you under this Agreement will terminate automatically as of the date such suit or proceeding is filed.
You shall defend, indemnify, and hold harmless Licensor and its affiliates against any Third-Party claim arising out of or related to (i) the use, reproduction, modification, or distribution of the Licensed Materials or Derivative Models by you or by any Third Party, or (ii) your additions, modifications, or combination of the Licensed Materials or Derivative Models, in each case to the extent such claim arises from your conduct or the conduct of any Third Party to whom you made the Licensed Materials or Derivative Models available. Section 8.4 (no retroactive invalidation of previously lawful use) shall continue to apply to any use lawfully made before the effective date of any termination under this Section 6.6.
7. DISCLAIMERS AND LIMITATIONS OF LIABILITY
7.1 Except as required by applicable law or separately agreed in writing, the Licensed Materials and Outputs are provided "AS IS," without express or implied warranties of accuracy, completeness, availability, merchantability, fitness for a particular purpose, or non-infringement. You must assess the suitability and risks of your intended use.
7.2 To the extent permitted by applicable law, Licensor and its affiliates are not liable for indirect, incidental, special, or consequential losses arising from this Agreement or the use or inability to use the Licensed Materials, Derivative Models, or Outputs, including lost profits, revenue, business opportunities, or data. Liabilities that applicable law does not allow to be excluded or limited remain unaffected.
7.3 This Agreement does not commit Licensor to provide hosted inference, computing resources, training, deployment, updates, maintenance, technical support, or future versions. Such services or support require separate agreement.
8. EFFECTIVENESS, TERM, AND TERMINATION
8.1 This Agreement takes effect for you upon your acceptance or initial use of the Licensed Materials and continues until terminated under this Section.
8.2 If you breach this Agreement, including the Acceptable Use Policy in Exhibit A, Licensor may terminate the affected license by written notice. This provision does not make unauthorized use lawful before a termination notice or provide a transitional period for Commercial Use lacking authorization under Section 4.3.
8.3 Following termination, cease affected use, copying, and distribution and delete or destroy affected copies of the Licensed Materials and Derivative Models. Copies that must be retained by law may be kept only for that statutory purpose and not used without authorization. You shall promptly notify each recipient or user to whom you made the Licensed Materials or Derivative Models available that your authorization under this Agreement has been terminated, and shall not make any further copies or distributions of the Licensed Materials or Derivative Models. Each recipient must independently assess its own compliance status and, where applicable, its own rights under this Agreement.
8.4 Termination does not retroactively invalidate previously lawful use or automatically terminate independent licenses held by compliant recipients. Provisions relating to intellectual property, limitation of liability, dispute resolution, and any other provisions that by their nature are intended to survive, shall survive the termination of this Agreement.
9. GOVERNING LAW, JURISDICTION, AND OTHER TERMS
9.1 The law governing this Agreement and related disputes is the law of the Hong Kong Special Administrative Region of the People's Republic of China, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement.
9.2 All disputes arising from or connected with this Agreement must be brought exclusively before a competent court in the Hong Kong Special Administrative Region of the People's Republic of China. Licensor and you each submit to that court's exclusive jurisdiction and agree to Hong Kong as the venue for those proceedings.
9.3 If a provision is unenforceable, the remaining provisions continue to the extent permitted by law.
9.4 A separately executed commercial authorization applies only to the entities, Model versions, purposes, and term it expressly covers. Provisions of this Agreement not expressly modified by that written authorization continue to apply.
9.5 The applicable license version is the license file associated with the Model version obtained. Later amendments must identify their effective scope and do not automatically rewrite previously lawfully obtained rights merely through a website change.
Use notices and commercial authorization: Baidu_ERNIE@baidu.com

EXHIBIT A: ACCEPTABLE USE POLICY
Last revised: November 6, 2026
Licensor may revise this policy periodically. Section 9.5 governs the effective scope of any update. Defined terms retain the meanings given in the Agreement.
To support safe and fair use, you agree not to use, or permit others to use, the Model or Derivative Models to:
1. Use the Model or Derivative Models beyond the Territory.
2. Act contrary to applicable national, regional, local or international laws or regulations.
3. Cause harm to yourself or other people.
4. Repurpose or circulate Outputs to cause harm to yourself or others.
5. Defeat, remove or evade safeguards put in place by Licensor.
6. Exploit or harm minors, or attempt either activity, by any means.
7. Create or spread demonstrably false material with the aim of harming people or influencing an election.
8. Fabricate online engagement or help others do so, including through fake reviews.
9. Deliberately defame, disparage or otherwise harass people.
10. Create or circulate malicious software, including ransomware, or other material intended to damage electronic systems.
11. Produce or disclose personally identifying information to cause harm.
12. Publish or circulate generated material in a public setting without clear, prominent identification of its machine-generated origin. This includes code, posts, articles and material published through automated accounts.
13. Impersonate a person without consent, authorization or a lawful entitlement.
14. Make high-stakes automated decisions affecting personal safety, rights or wellbeing, including in law enforcement, migration, healthcare, critical-infrastructure management, product safety components, essential services, credit, employment, housing, education, social scoring or insurance.
15. Use the Model in a way that violates or disrespects another country's or region's social ethics or moral standards.
16. Carry out, facilitate, threaten, incite, plan, promote or encourage violent extremism or terrorism.
17. Intentionally discriminate against or harm people or groups on the basis of protected characteristics or categories, online or offline social behavior, or known or predicted personal or personality characteristics.
18. Deliberately exploit vulnerabilities associated with a group's age, social, physical or mental characteristics to materially distort a member's behavior in a way that causes or is likely to cause physical or psychological harm to that member or another person.
19. Apply the Model or Derivative Models to military purposes.
20. Undertake professional practice without the necessary authorization or license, including financial, legal, medical, healthcare or other professional practice.