The complete LTX-2.x Community License Agreement, as section 3.2 requires
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LICENSE
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|
| 1 |
+
LTX-2.x Community License Agreement
|
| 2 |
+
License date: August 11, 2026
|
| 3 |
+
|
| 4 |
+
|
| 5 |
+
By downloading, using, accessing or distributing any portion or
|
| 6 |
+
element of LTX-2.x, you agree that you have read and accepted to be
|
| 7 |
+
bound by this Agreement.
|
| 8 |
+
|
| 9 |
+
1. Definitions
|
| 10 |
+
|
| 11 |
+
1.1 "Agreement" means the terms and conditions for this LTX-2.x
|
| 12 |
+
Community License Agreement and the exhibits, attachments, and
|
| 13 |
+
Complementary Materials, as specified in this document.
|
| 14 |
+
|
| 15 |
+
1.2 "Complementary Materials" means the accompanying
|
| 16 |
+
documentation, tutorials, examples, configuration files and
|
| 17 |
+
other materials made available by Licensor together with the
|
| 18 |
+
LTX-2.x model weights and parameters, in each case as
|
| 19 |
+
distributed by Licensor.
|
| 20 |
+
|
| 21 |
+
1.3 "Control" means the direct or indirect ownership of more than
|
| 22 |
+
fifty percent (50%) of the voting securities or other
|
| 23 |
+
ownership interests, or the power to direct the management and
|
| 24 |
+
policies of such Entity through voting rights, contract, or
|
| 25 |
+
otherwise.
|
| 26 |
+
|
| 27 |
+
1.4 "Data" means a collection of information and/or content
|
| 28 |
+
extracted from the dataset used with LTX-2.x, including to
|
| 29 |
+
train, pretrain, or otherwise evaluate LTX-2.x. The Data is
|
| 30 |
+
not licensed under this Agreement.
|
| 31 |
+
|
| 32 |
+
1.5 "Derivatives of LTX-2.x" means all modifications to LTX-2.x,
|
| 33 |
+
works based on LTX-2.x, or any other model which is created or
|
| 34 |
+
initialized by transfer of patterns of the weights,
|
| 35 |
+
parameters, activations or output of LTX-2.x, to the other
|
| 36 |
+
model, in order to cause the other model to perform similarly
|
| 37 |
+
to LTX-2.x, including - but not limited to - distillation
|
| 38 |
+
methods entailing the use of intermediate data representations
|
| 39 |
+
or methods based on the generation of synthetic data by
|
| 40 |
+
LTX-2.x for training the other model. For clarity, Derivatives
|
| 41 |
+
of LTX-2.x include: (i) any fine-tuned or adapted weights,
|
| 42 |
+
parameters, or checkpoints derived from LTX-2.x; (ii)
|
| 43 |
+
derivative model architectures that incorporate or are based
|
| 44 |
+
upon LTX-2.x's architecture; and (iii) any modified or
|
| 45 |
+
extended versions of the Complementary Materials.
|
| 46 |
+
|
| 47 |
+
1.6 "Entity" means any individual, corporation, partnership,
|
| 48 |
+
limited liability company, or other legal entity. For purposes
|
| 49 |
+
of this Agreement, an Entity shall be deemed to include, on an
|
| 50 |
+
aggregative basis, all subsidiaries, affiliates, and other
|
| 51 |
+
companies under common Control with such Entity. When
|
| 52 |
+
determining whether an Entity meets any threshold under this
|
| 53 |
+
Agreement (including revenue thresholds in Section 2.1), all
|
| 54 |
+
subsidiaries, affiliates, and companies under common Control
|
| 55 |
+
shall be considered collectively.
|
| 56 |
+
|
| 57 |
+
1.7 "Harm" includes but is not limited to physical, mental,
|
| 58 |
+
psychological, financial and reputational damage, pain, or
|
| 59 |
+
loss.
|
| 60 |
+
|
| 61 |
+
1.8 "Licensor" or "LTX" means the owner that is granting the
|
| 62 |
+
license under this Agreement. For the purposes of this
|
| 63 |
+
Agreement, the Licensor is Lightricks Ltd.
|
| 64 |
+
|
| 65 |
+
1.9 "LTX-2.x" means the large generative models,
|
| 66 |
+
text/image/video/audio/3D generation models, and multimodal
|
| 67 |
+
large language models and their software and algorithms,
|
| 68 |
+
including trained model weights, parameters (including
|
| 69 |
+
optimizer states), machine-learning model code,
|
| 70 |
+
inference-enabling code, training-enabling code, fine-tuning
|
| 71 |
+
enabling code, accompanying source code, scripts, and all
|
| 72 |
+
other elements of the foregoing distributed and made publicly
|
| 73 |
+
available by LTX (including, for example, at
|
| 74 |
+
https://github.com/Lightricks/LTX-2). This license is
|
| 75 |
+
applicable to all LTX-2.5 versions released since August 11,
|
| 76 |
+
2026, and all future releases of LTX-2.x under this license.
|
| 77 |
+
|
| 78 |
+
1.10 "Output" means the results of operating LTX-2.x as embodied
|
| 79 |
+
in informational content resulting therefrom.
|
| 80 |
+
|
| 81 |
+
1.11 "you" (or "your") means an individual or legal Entity
|
| 82 |
+
licensing LTX-2.x in accordance with this Agreement and/or
|
| 83 |
+
otherwise downloading, accessing, distributing or using
|
| 84 |
+
LTX-2.x for whichever purpose and in any field of use,
|
| 85 |
+
including usage of LTX-2.x in an end-use application - e.g.
|
| 86 |
+
chatbot, translator, image generator.
|
| 87 |
+
|
| 88 |
+
2. Grant of License.
|
| 89 |
+
|
| 90 |
+
2.1 Subject to your compliance with the terms and conditions of
|
| 91 |
+
this Agreement, you are granted a non-exclusive, worldwide,
|
| 92 |
+
non-transferable and royalty-free limited license under
|
| 93 |
+
Licensor's intellectual property or other rights owned by
|
| 94 |
+
Licensor embodied in LTX-2.x to use, reproduce, prepare,
|
| 95 |
+
distribute, publicly display, publicly perform, sublicense,
|
| 96 |
+
copy, create derivative works of, and make modifications to
|
| 97 |
+
LTX-2.x, for any purpose, subject to the restrictions set
|
| 98 |
+
forth in Attachment A; provided however, that Entities with
|
| 99 |
+
annual revenues of at least $10,000,000 (the "Commercial
|
| 100 |
+
Entities") are required to obtain a paid license for any use
|
| 101 |
+
(excluding use solely for a Non-Commercial Purpose as set
|
| 102 |
+
forth in Section 2.2) of LTX-2.x and Derivatives of LTX-2.x
|
| 103 |
+
(such paid license referred to herein as a "Commercial Use
|
| 104 |
+
Agreement"), as will be provided by the Licensor. Commercial
|
| 105 |
+
Entities interested in such a commercial license are required
|
| 106 |
+
to contact Licensor (ltxv-licensing@lightricks.com). Any use
|
| 107 |
+
of LTX-2.x or Derivatives of LTX-2.x by Commercial Entities
|
| 108 |
+
not in accordance with this Agreement and/or the Commercial
|
| 109 |
+
Use Agreement is strictly prohibited and shall be deemed a
|
| 110 |
+
material breach of this Agreement. In the event of such
|
| 111 |
+
material breach, and without limiting Licensor's right to
|
| 112 |
+
terminate the Agreement or to pursue any other remedies
|
| 113 |
+
available at law or in equity, you shall pay Licensor the
|
| 114 |
+
license fees owed for the period such Commercial Entity used
|
| 115 |
+
LTX-2.x (calculated at Licensor's standard commercial license
|
| 116 |
+
fees, in effect during the relevant period or, absent
|
| 117 |
+
published standard fees, a reasonable market rate for a
|
| 118 |
+
comparable license), within thirty (30) days of Licensor's
|
| 119 |
+
written demand.
|
| 120 |
+
|
| 121 |
+
2.2 Notwithstanding the foregoing or anything to the contrary in
|
| 122 |
+
this Agreement, a Commercial Entity may download and use
|
| 123 |
+
LTX-2.x and Derivatives of LTX-2.x without obtaining the
|
| 124 |
+
Commercial Use Agreement solely for a Non-Commercial Purpose.
|
| 125 |
+
"Non-Commercial Purpose" means any of the following uses, but
|
| 126 |
+
only so far as such Commercial Entity does not receive any
|
| 127 |
+
direct or indirect payment arising from the use of LTX-2.x or
|
| 128 |
+
Derivatives of LTX-2.x: (i) use by an individual acting in a
|
| 129 |
+
personal capacity for research, experimentation, learning,
|
| 130 |
+
private study, hobby or recreational projects, or personal
|
| 131 |
+
entertainment, in each case where such use is not connected,
|
| 132 |
+
directly or indirectly, to any commercial activity, business
|
| 133 |
+
operation, or the performance of duties for an employer or any
|
| 134 |
+
other Entity; and (ii) use by a Commercial Entity for testing,
|
| 135 |
+
evaluation, or non-commercial research and development in a
|
| 136 |
+
non-production or development environment. For clarity, use
|
| 137 |
+
(a) for revenue-generating activity in any manner, whether
|
| 138 |
+
direct or indirect, (b) in direct interactions with or that
|
| 139 |
+
has impact on end users, or (c) to train, fine-tune, or
|
| 140 |
+
distill any model (including any Derivative of LTX-2.x) for
|
| 141 |
+
commercial use, in each case, is not a Non-Commercial Purpose
|
| 142 |
+
and requires all Commercial Entities to obtain a paid license
|
| 143 |
+
under the Commercial Use Agreement prior to such use. For the
|
| 144 |
+
avoidance of doubt, the permission granted under this Section
|
| 145 |
+
2.2 is a limited right of use only and does not convey or
|
| 146 |
+
transfer any ownership right, title, or interest in or to
|
| 147 |
+
LTX-2.x or any Derivatives of LTX-2.x, and all Derivatives of
|
| 148 |
+
LTX-2.x created or used pursuant to this Section 2.2 remain
|
| 149 |
+
subject to the terms of this Agreement, including Section 1.5.
|
| 150 |
+
|
| 151 |
+
3. Distribution and Redistribution. You may host for third parties
|
| 152 |
+
remote access purposes (e.g. software-as-a-service), reproduce and
|
| 153 |
+
distribute copies of LTX-2.x or Derivatives of LTX-2.x thereof in
|
| 154 |
+
any medium, with or without modifications, provided that you meet
|
| 155 |
+
the following conditions:
|
| 156 |
+
|
| 157 |
+
3.1 Use-based restrictions as referenced in Section 4 and all
|
| 158 |
+
provisions of Attachment A MUST be included as an enforceable
|
| 159 |
+
provision by you in any type of legal agreement (e.g. a
|
| 160 |
+
license) governing the use and/or distribution of LTX-2.x or
|
| 161 |
+
Derivatives of LTX-2.x, and you shall give notice to
|
| 162 |
+
subsequent users you distribute to, that LTX-2.x or
|
| 163 |
+
Derivatives of LTX-2.x are subject to Section 4 and Attachment
|
| 164 |
+
A in their entirety, including all use restrictions and
|
| 165 |
+
acceptable use policies;
|
| 166 |
+
|
| 167 |
+
3.2 You must provide any third-party recipients of LTX-2.x or
|
| 168 |
+
Derivatives of LTX-2.x a copy of this Agreement, including all
|
| 169 |
+
attachments and use policies. Any Derivative of LTX-2.x (as
|
| 170 |
+
defined in Section 1.5, including but not limited to
|
| 171 |
+
fine-tuned weights, modified training code, models trained on
|
| 172 |
+
Outputs, or any other derivative) must be distributed
|
| 173 |
+
exclusively under the terms of this Agreement, subject to
|
| 174 |
+
Section 3.6, with a complete copy of this Agreement included;
|
| 175 |
+
|
| 176 |
+
3.3 You must cause any modified files to carry prominent notices
|
| 177 |
+
stating that you changed the files;
|
| 178 |
+
|
| 179 |
+
3.4 You must retain all copyright, patent, trademark, and
|
| 180 |
+
attribution notices excluding those notices that do not
|
| 181 |
+
pertain to any part of LTX-2.x, Derivatives of LTX-2.x.
|
| 182 |
+
|
| 183 |
+
3.5 Transfer of Derivatives. No transfer of any Derivative of
|
| 184 |
+
LTX-2.x (including any fine-tuned weights, LoRA adapters, or
|
| 185 |
+
similar adaptations) to a third party shall grant such third
|
| 186 |
+
party any right, title, license, or authorization to access,
|
| 187 |
+
use, reproduce, distribute, or exploit LTX-2.x, or any
|
| 188 |
+
Derivative of LTX-2.x beyond the rights granted under this
|
| 189 |
+
Agreement. If the transferee is a Commercial Entity (as
|
| 190 |
+
defined in Section 2), it must obtain a paid license from
|
| 191 |
+
Licensor prior to any use of any Derivative of LTX-2.x,
|
| 192 |
+
regardless of who created such Derivative. Prior to or at the
|
| 193 |
+
time of any such transfer, you shall notify the transferee in
|
| 194 |
+
writing that (i) use of such Derivative of LTX-2.x is subject
|
| 195 |
+
to the terms of this Agreement, and (ii) if the transferee is
|
| 196 |
+
a Commercial Entity, it must obtain a separate paid license to
|
| 197 |
+
LTX-2.x from Licensor. You shall not transfer any Derivative
|
| 198 |
+
of LTX-2.x to a Commercial Entity unless such Commercial
|
| 199 |
+
Entity has obtained the required paid license from Licensor
|
| 200 |
+
prior to any use, and unless the proposed transferee has been
|
| 201 |
+
so informed. You and the transferee shall each be responsible
|
| 202 |
+
for ensuring the transferee obtains the required license from
|
| 203 |
+
Licensor prior to any use of LTX-2.x or Derivative of LTX-2.x.
|
| 204 |
+
Nothing in this Section 3.5 shall require a Commercial Entity
|
| 205 |
+
to obtain a paid license for use solely for a Non-Commercial
|
| 206 |
+
Purpose as permitted under Section 2.2.
|
| 207 |
+
|
| 208 |
+
3.6 You may add your own copyright statement to your modifications
|
| 209 |
+
and may provide additional license terms and conditions -
|
| 210 |
+
respecting Section 3.1 - for use, reproduction, or
|
| 211 |
+
distribution of your modifications, or for any such
|
| 212 |
+
Derivatives of LTX-2.x as a whole, provided your use,
|
| 213 |
+
reproduction, and distribution of LTX-2.x otherwise complies
|
| 214 |
+
with the conditions stated in this Agreement, and you provide
|
| 215 |
+
a complete copy of this Agreement with any such use,
|
| 216 |
+
reproduction and distribution of LTX-2.x and any Derivatives
|
| 217 |
+
thereof; provided that any such additional terms shall be
|
| 218 |
+
additive only and shall not derogate from, conflict with,
|
| 219 |
+
waive, or purport to modify any term of this Agreement, and
|
| 220 |
+
this Agreement shall govern in the event of any conflict.
|
| 221 |
+
|
| 222 |
+
4. Use-based restrictions. The restrictions set forth in Attachment A
|
| 223 |
+
are considered Use-based restrictions. Therefore, you cannot use
|
| 224 |
+
LTX-2.x and the Derivatives of LTX-2.x in violation of the
|
| 225 |
+
specified restricted uses. You may use LTX-2.x subject to this
|
| 226 |
+
Agreement, only for lawful purposes and in accordance with the
|
| 227 |
+
Agreement. "Use" may include creating any content with,
|
| 228 |
+
fine-tuning, updating, running, training, evaluating and/or
|
| 229 |
+
re-parametrizing LTX-2.x. You shall require all of your users who
|
| 230 |
+
use LTX-2.x or a Derivative of LTX-2.x to comply with the terms of
|
| 231 |
+
this Section 4.
|
| 232 |
+
|
| 233 |
+
5. The Output You Generate. Except as set forth herein, Licensor
|
| 234 |
+
claims no rights in the Output you generate using LTX-2.x. You are
|
| 235 |
+
accountable for input you insert into LTX-2.x, the Output you
|
| 236 |
+
generate and its subsequent uses. No use of the Output can
|
| 237 |
+
contravene any provision as stated in the Agreement.
|
| 238 |
+
|
| 239 |
+
6. Updates and Runtime Restrictions; AI Regulations. To the maximum
|
| 240 |
+
extent permitted by law, Licensor reserves the right to restrict
|
| 241 |
+
(remotely or otherwise) usage of LTX-2.x in violation of this
|
| 242 |
+
Agreement, update LTX-2.x through electronic means, or modify the
|
| 243 |
+
Output of LTX-2.x based on updates. You shall undertake reasonable
|
| 244 |
+
efforts to use the latest version of LTX-2.x. Any use of the
|
| 245 |
+
non-current version of LTX-2.x is done solely at your risk. To the
|
| 246 |
+
extent applicable to you, you shall comply with all laws and
|
| 247 |
+
regulations governing artificial intelligence that apply to your
|
| 248 |
+
use, deployment, or distribution of LTX-2.x, Derivatives of
|
| 249 |
+
LTX-2.x, or Outputs, including Regulation (EU) 2024/1689 (the "EU
|
| 250 |
+
AI Act") and the California AI Transparency Act (Cal. Bus. & Prof.
|
| 251 |
+
Code § 22757 et seq.), each as amended from time to time and any
|
| 252 |
+
other applicable laws, regulations, or binding guidance relating
|
| 253 |
+
to artificial intelligence, transparency, content provenance, or
|
| 254 |
+
synthetic media, together with any documentation made available by
|
| 255 |
+
Licensor regarding compliance with the same (collectively, "AI
|
| 256 |
+
Regulations"). You shall maintain (including within any
|
| 257 |
+
application or service through which LTX-2.x, any Derivative of
|
| 258 |
+
LTX-2.x, or any Output is made available), and shall not remove,
|
| 259 |
+
disable, alter, or circumvent, any safety or security measures,
|
| 260 |
+
disclosures, metadata, watermarking, content provenance, latent
|
| 261 |
+
disclosure, or other transparency features or functionalities
|
| 262 |
+
included or embedded within LTX-2.x or any Derivative of LTX-2.x,
|
| 263 |
+
or applied to any Output, in furtherance of AI Regulations,
|
| 264 |
+
including any capability of LTX-2.x to include latent disclosures
|
| 265 |
+
in Outputs, and you shall include equivalent obligations in any
|
| 266 |
+
agreement governing your distribution of LTX-2.x or any Derivative
|
| 267 |
+
of LTX-2.x. You are solely responsible for any transparency,
|
| 268 |
+
disclosure, marking, or labeling obligations applicable to you
|
| 269 |
+
under AI Regulations as a provider or deployer of LTX-2.x, any
|
| 270 |
+
Derivative of LTX-2.x, or any system incorporating any of the
|
| 271 |
+
foregoing, including any obligation to disclose that content is
|
| 272 |
+
artificially generated or manipulated. If Licensor knows or
|
| 273 |
+
reasonably believes that you have modified LTX-2.x or any
|
| 274 |
+
Derivative of LTX-2.x such that it is no longer capable of
|
| 275 |
+
including any disclosure required by AI Regulations in Outputs, or
|
| 276 |
+
that you have otherwise removed, disabled, or circumvented any
|
| 277 |
+
feature or functionality described in this Section, Licensor may
|
| 278 |
+
in its sole discretion revoke the license granted under this
|
| 279 |
+
Agreement effective immediately upon notice to you, and upon such
|
| 280 |
+
revocation you shall immediately cease all use of LTX-2.x and
|
| 281 |
+
Derivatives of LTX-2.x. Licensor makes no representation or
|
| 282 |
+
warranty that LTX-2.x, any Derivative of LTX-2.x, or any Output
|
| 283 |
+
complies with any AI Regulations applicable to your specific use
|
| 284 |
+
case or deployment, and you are solely responsible for determining
|
| 285 |
+
the applicability of, and ensuring your compliance with, all AI
|
| 286 |
+
Regulations. You shall indemnify, defend, and hold harmless
|
| 287 |
+
Licensor and its affiliates from and against any and all claims,
|
| 288 |
+
liabilities, losses, damages, costs, and expenses (including
|
| 289 |
+
reasonable attorneys' fees) arising out of or relating to your
|
| 290 |
+
use, deployment, distribution, or modification of LTX-2.x, any
|
| 291 |
+
Derivative of LTX-2.x, or any Output in violation of, or your
|
| 292 |
+
other failure to comply with, any AI Regulations.
|
| 293 |
+
|
| 294 |
+
For purposes of the EU AI Act, Licensor makes LTX-2.x openly
|
| 295 |
+
available under this community license and intends that LTX-2.x be
|
| 296 |
+
treated as a free and open-source general purpose AI model within
|
| 297 |
+
the meaning of Article 53(2) of the EU AI Act. You acknowledge and
|
| 298 |
+
agree that (a) to the extent the free and open source derogations
|
| 299 |
+
under Article 53(2) of the EU AI Act apply, Licensor's obligations
|
| 300 |
+
under the EU AI Act with respect to LTX-2.x are limited to those
|
| 301 |
+
applicable to providers of free and open source general purpose AI
|
| 302 |
+
models (it being acknowledged that such derogations do not extend
|
| 303 |
+
to the obligations under Article 53(1)(c) and (d)), (b) you
|
| 304 |
+
acknowledge that LTX-2.x is not intended to be integrated into a
|
| 305 |
+
high risk AI system, and shall be fully and solely responsible for
|
| 306 |
+
any obligation resulting from such integration, (c) if you
|
| 307 |
+
integrate LTX-2.x or any Derivative of LTX-2.x into a high-risk AI
|
| 308 |
+
system you shall be solely responsible for all provider
|
| 309 |
+
obligations that would otherwise apply to Licensor under the EU AI
|
| 310 |
+
Act, and (d) you shall not take any action, or omit to take any
|
| 311 |
+
action, that would cause Licensor to lose the benefit of the free
|
| 312 |
+
and open source derogations under the EU AI Act, and you shall
|
| 313 |
+
indemnify and hold Licensor harmless from any liability, costs, or
|
| 314 |
+
expenses arising from your breach of this Section.
|
| 315 |
+
|
| 316 |
+
7. Export Controls and Sanctions Compliance. You acknowledge that
|
| 317 |
+
LTX-2.x, Derivatives of LTX-2.x may be subject to export control
|
| 318 |
+
laws and regulations, including but not limited to the U.S. Export
|
| 319 |
+
Administration Regulations and sanctions programs administered by
|
| 320 |
+
the Office of Foreign Assets Control (OFAC). You represent and
|
| 321 |
+
warrant that you and any users of LTX-2.x are not (i) located in,
|
| 322 |
+
organized under the laws of, or ordinarily resident in any country
|
| 323 |
+
or territory subject to comprehensive sanctions; (ii) identified
|
| 324 |
+
on any U.S. government restricted party list, including the
|
| 325 |
+
Specially Designated Nationals and Blocked Persons List; or (iii)
|
| 326 |
+
otherwise prohibited from receiving LTX-2.x under applicable law.
|
| 327 |
+
You shall not export, re-export, or transfer LTX-2.x, directly or
|
| 328 |
+
indirectly, in violation of any applicable export control or
|
| 329 |
+
sanctions laws or regulations. You agree to comply with all
|
| 330 |
+
applicable trade control laws and shall indemnify and hold
|
| 331 |
+
Licensor harmless from any claims arising from your failure to
|
| 332 |
+
comply with such laws.
|
| 333 |
+
|
| 334 |
+
8. Trademarks; Reservation of Rights. Nothing in this Agreement
|
| 335 |
+
permits you to make use of Licensor's trademarks, trade names,
|
| 336 |
+
logos or to otherwise suggest endorsement or misrepresent the
|
| 337 |
+
relationship between the parties; and any rights not expressly
|
| 338 |
+
granted herein are reserved by the Licensor. Except as expressly
|
| 339 |
+
set forth in this Agreement, Licensor does not grant, directly or
|
| 340 |
+
by implication, estoppel, statute or otherwise, any right or
|
| 341 |
+
license in its, or its affiliates', intellectual property rights
|
| 342 |
+
or other proprietary rights. For avoidance of doubt, all
|
| 343 |
+
intellectual property rights in Derivatives of LTX-2.x shall be
|
| 344 |
+
subject to the terms of this Agreement, and you acquire no right,
|
| 345 |
+
title, or interest in or to LTX-2.x itself, which is and remains
|
| 346 |
+
the exclusive property of Licensor. You shall not assert any
|
| 347 |
+
ownership or other right in LTX-2.x or any Derivative of LTX-2.x
|
| 348 |
+
in any manner that restricts, encumbers, or is inconsistent with
|
| 349 |
+
the rights retained by Licensor or granted to other licensees
|
| 350 |
+
under this Agreement.
|
| 351 |
+
|
| 352 |
+
9. Disclaimer of Warranty. Unless required by applicable law or
|
| 353 |
+
agreed to in writing, Licensor provides LTX-2.x on an "AS IS"
|
| 354 |
+
BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either
|
| 355 |
+
express or implied, including, without limitation, any warranties
|
| 356 |
+
or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or
|
| 357 |
+
FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for
|
| 358 |
+
determining the appropriateness of using or redistributing LTX-2.x
|
| 359 |
+
and Derivatives of LTX-2.x and assume any risks associated with
|
| 360 |
+
your exercise of permissions under this Agreement.
|
| 361 |
+
|
| 362 |
+
10. Limitation of Liability. To the fullest extent permitted by
|
| 363 |
+
applicable law, in no event and under no legal theory, whether in
|
| 364 |
+
tort (including negligence), contract, or otherwise, unless
|
| 365 |
+
required by applicable law (such as deliberate and grossly
|
| 366 |
+
negligent acts) or agreed to in writing, shall Licensor be liable
|
| 367 |
+
to you or any other individual or Entity for damages, including
|
| 368 |
+
any direct, indirect, special, incidental, or consequential
|
| 369 |
+
damages of any character arising as a result of this Agreement or
|
| 370 |
+
out of the use of, or inability to use LTX-2.x or any Derivative
|
| 371 |
+
of LTX-2.x (including but not limited to damages for loss of
|
| 372 |
+
goodwill, work stoppage, computer failure or malfunction, or any
|
| 373 |
+
and all other commercial damages or losses), even if Licensor has
|
| 374 |
+
been advised of the possibility of such damages.
|
| 375 |
+
|
| 376 |
+
11. Accepting Warranty or Additional Liability. While redistributing
|
| 377 |
+
LTX-2.x and Derivatives of LTX-2.x, you may, provided you do not
|
| 378 |
+
violate the terms of this Agreement, choose to offer and charge a
|
| 379 |
+
fee for, acceptance of support, warranty, indemnity, or other
|
| 380 |
+
liability obligations. However, in accepting such obligations,
|
| 381 |
+
you may act only on your own behalf and on your sole
|
| 382 |
+
responsibility, not on behalf of Licensor, and only if you agree
|
| 383 |
+
to indemnify, defend, and hold Licensor harmless for any
|
| 384 |
+
liability incurred by, or claims asserted against Licensor, by
|
| 385 |
+
reason of your accepting any such warranty or additional
|
| 386 |
+
liability.
|
| 387 |
+
|
| 388 |
+
12. Governing Law. This Agreement and all relations, disputes, claims
|
| 389 |
+
and other matters arising hereunder (including non-contractual
|
| 390 |
+
disputes or claims) will be governed exclusively by, and
|
| 391 |
+
construed exclusively in accordance with, the laws of the State
|
| 392 |
+
of New York and applicable U.S. federal law. To the extent
|
| 393 |
+
permitted by law, choice of laws rules and the United Nations
|
| 394 |
+
Convention on Contracts for the International Sale of Goods will
|
| 395 |
+
not apply. The prevailing party in any claim or dispute between
|
| 396 |
+
the parties under this Agreement will be entitled to
|
| 397 |
+
reimbursement of its reasonable attorneys' fees and costs.
|
| 398 |
+
|
| 399 |
+
13. Term and Termination. This Agreement is effective upon your
|
| 400 |
+
acceptance and continues until terminated. Licensor may terminate
|
| 401 |
+
this Agreement immediately upon written notice to you if you
|
| 402 |
+
breach any provision of this Agreement, including but not limited
|
| 403 |
+
to violations of the use restrictions in Attachment A or
|
| 404 |
+
unauthorized commercial use. This Agreement also terminates
|
| 405 |
+
immediately and automatically, without notice, upon any material
|
| 406 |
+
breach of this Agreement, including any use in violation of
|
| 407 |
+
applicable AI Regulations or any unauthorized commercial use of
|
| 408 |
+
LTX-2.x or Derivatives of LTX-2.x by a Commercial Entity. Upon
|
| 409 |
+
termination: (a) all rights granted to you under this Agreement
|
| 410 |
+
will immediately cease; (b) you must immediately cease all use of
|
| 411 |
+
LTX-2.x and Derivatives of LTX-2.x; (c) you must delete or
|
| 412 |
+
destroy all copies of LTX-2.x and Derivatives of LTX-2.x in your
|
| 413 |
+
possession or control; and (d) you must notify any third parties
|
| 414 |
+
to whom you distributed LTX-2.x or Derivatives of LTX-2.x of the
|
| 415 |
+
termination. Sections 2, 3, 4, 6-16 and Attachment A shall
|
| 416 |
+
survive termination of this Agreement. Termination does not
|
| 417 |
+
relieve you of any obligations incurred prior to termination,
|
| 418 |
+
including payment obligations under Section 2 and adhering to the
|
| 419 |
+
restrictions under Section 3. In addition, if You commence a
|
| 420 |
+
lawsuit or other proceedings (including a cross-claim or
|
| 421 |
+
counterclaim in a lawsuit) against Licensor or any person or
|
| 422 |
+
entity alleging that LTX-2.x or any Output, or any portion of any
|
| 423 |
+
of the foregoing, infringe any intellectual property or other
|
| 424 |
+
right owned or licensable by you, then all licenses granted to
|
| 425 |
+
you under this Agreement shall terminate as of the date such
|
| 426 |
+
lawsuit or other proceeding is filed.
|
| 427 |
+
|
| 428 |
+
14. Disputes and Arbitration; Waiver of Jury Trial; Class Action
|
| 429 |
+
Waiver. IF YOU ARE NOT ACTING AS A CONSUMER UNDER APPLICABLE LAW,
|
| 430 |
+
YOU HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO PARTICIPATE IN
|
| 431 |
+
A CLASS OR REPRESENTATIVE ACTION (INCLUDING IN ARBITRATION), OR
|
| 432 |
+
TO COMBINE INDIVIDUAL PROCEEDINGS IN COURT OR IN ARBITRATION
|
| 433 |
+
WITHOUT THE CONSENT OF ALL PARTIES. All disputes arising in
|
| 434 |
+
connection with this Agreement shall be finally settled by
|
| 435 |
+
arbitration under the Rules of Arbitration of the International
|
| 436 |
+
Chamber of Commerce ("ICC Rules"), by one (1) arbitrator
|
| 437 |
+
appointed in accordance with the ICC Rules. The seat of
|
| 438 |
+
arbitration shall be New York, NY, USA, and the proceedings shall
|
| 439 |
+
be conducted in English. The arbitrator shall be empowered to
|
| 440 |
+
grant any relief that a court could grant. Judgment on the
|
| 441 |
+
arbitration award may be entered by any court having jurisdiction
|
| 442 |
+
thereof. Notwithstanding the foregoing, either party may seek
|
| 443 |
+
injunctive or other equitable relief in respect of any actual or
|
| 444 |
+
threatened breach of the license restrictions under this
|
| 445 |
+
Agreement (including Attachment A and the Acceptable Use Policy)
|
| 446 |
+
or any actual or threatened infringement, misappropriation, or
|
| 447 |
+
violation of Licensor's intellectual property rights, in the
|
| 448 |
+
state or federal courts located in the County of New York, State
|
| 449 |
+
of New York, and each party irrevocably consents to the
|
| 450 |
+
jurisdiction of, and venue in, such courts for that limited
|
| 451 |
+
purpose. The foregoing waivers do not apply to, and are not
|
| 452 |
+
enforceable against, any licensee acting as a consumer under the
|
| 453 |
+
mandatory consumer-protection laws of its jurisdiction of
|
| 454 |
+
residence (including, without limitation, the European Union, the
|
| 455 |
+
United Kingdom, and the State of California), and nothing in this
|
| 456 |
+
Agreement limits any rights under such laws that cannot be waived
|
| 457 |
+
or limited by contract. If any waiver in this Section is held
|
| 458 |
+
invalid or unenforceable as to a particular licensee or dispute,
|
| 459 |
+
such waiver shall be severed to that extent only and shall not
|
| 460 |
+
affect the validity or enforceability of the remainder of this
|
| 461 |
+
Section.
|
| 462 |
+
|
| 463 |
+
15. In the event of any exception to the application of binding
|
| 464 |
+
arbitration, all disputes, claims, and other matters arising
|
| 465 |
+
hereunder shall be brought exclusively in the state or federal
|
| 466 |
+
courts located in the County of New York, State of New York. You
|
| 467 |
+
waive all defenses of lack of personal jurisdiction and forum non
|
| 468 |
+
conveniens with respect to venue and jurisdiction in such courts,
|
| 469 |
+
and consent to their exclusive jurisdiction and venue.
|
| 470 |
+
|
| 471 |
+
16. Severability. If any provision of this Agreement is held to be
|
| 472 |
+
invalid, illegal or unenforceable, the remaining provisions shall
|
| 473 |
+
be unaffected thereby and remain valid as if such provision had
|
| 474 |
+
not been set forth herein.
|
| 475 |
+
|
| 476 |
+
END OF TERMS AND CONDITIONS
|
| 477 |
+
|
| 478 |
+
Attachment A
|
| 479 |
+
Use Restrictions
|
| 480 |
+
|
| 481 |
+
When using the Outputs, LTX-2.x and any Derivatives thereof, you
|
| 482 |
+
agree to comply with the Acceptable Use Policy
|
| 483 |
+
(https://static.lightricks.com/legal/ltx-acceptable-use-policy.pdf)
|
| 484 |
+
which is hereby incorporated into and made part of this Agreement by
|
| 485 |
+
reference. Licensor may update it from time to time, and the version
|
| 486 |
+
in effect at the time of your use governs; continued use after an
|
| 487 |
+
update constitutes acceptance. Licensor shall post each version of
|
| 488 |
+
the Acceptable Use Policy with its effective date, and no update
|
| 489 |
+
shall apply retroactively to use occurring before that effective
|
| 490 |
+
date. In addition, you agree not to use the Outputs, LTX-2.x or its
|
| 491 |
+
Derivatives in any of the following ways:
|
| 492 |
+
|
| 493 |
+
1) In any way that violates any applicable national, federal,
|
| 494 |
+
state, local or international law or regulation;
|
| 495 |
+
|
| 496 |
+
2) For the purpose of exploiting, Harming or attempting to exploit
|
| 497 |
+
or Harm minors in any way;
|
| 498 |
+
|
| 499 |
+
3) Knowingly generate or disseminate verifiably false information
|
| 500 |
+
and/or content with the intent to deceive, defraud, or
|
| 501 |
+
otherwise unlawfully Harm others;
|
| 502 |
+
|
| 503 |
+
4) To generate or disseminate personal identifiable information
|
| 504 |
+
that can be used to Harm an individual;
|
| 505 |
+
|
| 506 |
+
5) To generate or disseminate information and/or content (e.g.
|
| 507 |
+
images, code, posts, articles), and place the information
|
| 508 |
+
and/or content in any context (e.g. bot generating tweets)
|
| 509 |
+
without expressly and intelligibly disclaiming that the
|
| 510 |
+
information and/or content is machine generated;
|
| 511 |
+
|
| 512 |
+
6) To defame others, or to engage in the unlawful harassment of
|
| 513 |
+
others;
|
| 514 |
+
|
| 515 |
+
7) To impersonate or attempt to impersonate (e.g. deepfakes)
|
| 516 |
+
others without their consent;
|
| 517 |
+
|
| 518 |
+
8) For fully automated decision making that adversely impacts an
|
| 519 |
+
individual's legal rights or otherwise creates or modifies a
|
| 520 |
+
binding, enforceable obligation;
|
| 521 |
+
|
| 522 |
+
9) For any use intended to or which has the effect of
|
| 523 |
+
discriminating against or Harming individuals or groups based
|
| 524 |
+
on online or offline social behavior or known or predicted
|
| 525 |
+
personal or personality characteristics;
|
| 526 |
+
|
| 527 |
+
10) To exploit any of the vulnerabilities of a specific group of
|
| 528 |
+
persons based on their age, social, physical or mental
|
| 529 |
+
characteristics, in order to materially distort the behavior
|
| 530 |
+
of a person pertaining to that group in a manner that causes
|
| 531 |
+
or is likely to cause that person or another person physical
|
| 532 |
+
or psychological Harm;
|
| 533 |
+
|
| 534 |
+
11) For any use intended to or which has the effect of
|
| 535 |
+
discriminating against individuals or groups based on legally
|
| 536 |
+
protected characteristics or categories;
|
| 537 |
+
|
| 538 |
+
12) To provide medical advice and medical results interpretation;
|
| 539 |
+
|
| 540 |
+
13) To generate or disseminate information for the purpose to be
|
| 541 |
+
used for administration of justice, law enforcement,
|
| 542 |
+
immigration or asylum processes, such as predicting an
|
| 543 |
+
individual will commit fraud/crime commitment (e.g. by text
|
| 544 |
+
profiling, drawing causal relationships between assertions
|
| 545 |
+
made in documents, indiscriminate and arbitrarily-targeted
|
| 546 |
+
use);
|
| 547 |
+
|
| 548 |
+
14) To generate and/or disseminate malware (including - but not
|
| 549 |
+
limited to - ransomware) or any other content to be used for
|
| 550 |
+
the purpose of harming electronic systems;
|
| 551 |
+
|
| 552 |
+
15) To engage in, promote, incite, or facilitate discrimination or
|
| 553 |
+
other unlawful or harmful conduct in the provision of
|
| 554 |
+
employment, employment benefits, credit, housing, or other
|
| 555 |
+
essential goods and services;
|
| 556 |
+
|
| 557 |
+
16) To engage in, promote, incite, or facilitate the harassment,
|
| 558 |
+
abuse, threatening, or bullying of individuals or groups of
|
| 559 |
+
individuals;
|
| 560 |
+
|
| 561 |
+
17) For military, warfare, nuclear industries or applications,
|
| 562 |
+
weapons development, or any use in connection with activities
|
| 563 |
+
that may cause death, personal injury, or severe physical or
|
| 564 |
+
environmental damage;
|
| 565 |
+
|
| 566 |
+
18) For commercial use only: To train, improve, or fine-tune any
|
| 567 |
+
other machine learning model, artificial intelligence system,
|
| 568 |
+
or competing model, except for Derivatives of LTX-2.x as
|
| 569 |
+
expressly permitted under this Agreement;
|
| 570 |
+
|
| 571 |
+
19) To circumvent, disable, or interfere with any technical
|
| 572 |
+
limitations, safety features, content filters, watermarking,
|
| 573 |
+
content provenance or latent disclosure functionalities, or
|
| 574 |
+
use restrictions implemented in LTX-2.x by Licensor;
|
| 575 |
+
|
| 576 |
+
20) To use LTX-2.x or Derivatives of LTX-2.x in any product,
|
| 577 |
+
service, or application that directly competes with Licensor's
|
| 578 |
+
commercial products or services, or is designed to replace or
|
| 579 |
+
substitute Licensor's offerings in the market, without
|
| 580 |
+
obtaining a separate commercial license from Licensor.
|