382 lines
21 KiB
Plaintext
382 lines
21 KiB
Plaintext
LTX-2 Community License Agreement
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License date: January 5, 2026
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By using or distributing any portion or element of LTX-2, you agree
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to be bound by this Agreement.
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1. Definitions.
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"Agreement" means the terms and conditions for the license, use,
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reproduction, and distribution of LTX-2 and the Complementary
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Materials, as specified in this document.
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"Control" means the direct or indirect ownership of more than
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fifty percent (50%) of the voting securities or other ownership
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interests, or the power to direct the management and policies of
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such Entity through voting rights, contract, or otherwise.
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"Data" means a collection of information and/or content extracted
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from the dataset used with LTX-2, including to train, pretrain,
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or otherwise evaluate LTX-2. The Data is not licensed under this
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Agreement.
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"Derivatives of LTX-2" means all modifications to LTX-2, works
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based on LTX-2, or any other model which is created or initialized
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by transfer of patterns of the weights, parameters, activations or
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output of LTX-2, to the other model, in order to cause the other
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model to perform similarly to LTX-2, including – but not limited
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to - distillation methods entailing the use of intermediate data
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representations or methods based on the generation of synthetic
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data by LTX-2 for training the other model. For clarity, Derivatives
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of LTX-2 include: (i) any fine-tuned or adapted weights, parameters,
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or checkpoints derived from LTX-2; (ii) derivative model architectures
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that incorporate or are based upon LTX-2's architecture; and
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(iii) any modified or extended versions of the Complementary
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Materials. All intellectual property rights in Derivatives of LTX-2
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shall be subject to the terms of this Agreement, and you may not
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claim exclusive ownership rights in any Derivatives of LTX-2 that
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would restrict the rights granted herein.
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"Entity" means any individual, corporation, partnership, limited
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liability company, or other legal entity. For purposes of this
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Agreement, an Entity shall be deemed to include, on an aggregative
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basis, all subsidiaries, affiliates, and other companies under
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common Control with such Entity. When determining whether an Entity
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meets any threshold under this Agreement (including revenue
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thresholds), all subsidiaries, affiliates, and companies under
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common Control shall be considered collectively.
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"Harm" includes but is not limited to physical, mental,
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psychological, financial and reputational damage, pain, or loss.
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"Licensor" or "Lightricks" means the owner that is granting the
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license under this Agreement. For the purposes of this Agreement,
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the Licensor is Lightricks Ltd.
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"LTX-2" means the large language models, text/image/video/audio/3D
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generation models, and multimodal large language models and their
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software and algorithms, including trained model weights, parameters
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(including optimizer states), machine-learning model code,
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inference-enabling code, training-enabling code, fine-tuning
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enabling code, accompanying source code, scripts, documentation,
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tutorials, examples, and all other elements of the foregoing
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distributed and made publicly available by Lightricks (including,
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for example, at https://github.com/Lightricks/LTX-2) for the LTX-2
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model released on January 5, 2026. This license is applicable to
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all LTX-2 versions released since January 5, 2026, and all future
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releases of LTX-2 under this license.
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"Output" means the results of operating LTX-2 as embodied in
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informational content resulting therefrom.
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"you" (or "your") means an individual or legal Entity licensing
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LTX-2 in accordance with this Agreement and/or making use of LTX-2
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for whichever purpose and in any field of use, including usage of
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LTX-2 in an end-use application - e.g. chatbot, translator, image
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generator.
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2. Grant of License. Subject to the terms and conditions of this
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Agreement, you are granted a non-exclusive, worldwide,
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non-transferable and royalty-free limited license under Licensor's
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intellectual property or other rights owned by Licensor embodied
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in LTX-2 to use, reproduce, prepare, distribute, publicly display,
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publicly perform, sublicense, copy, create derivative works of,
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and make modifications to LTX-2, for any purpose, subject to the
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restrictions set forth in Attachment A; provided however, that
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Entities with annual revenues of at least $10,000,000 (the
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"Commercial Entities") are required to obtain a paid commercial
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use license in order to use LTX-2 and Derivatives of LTX-2,
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subject to the terms and provisions of a different license (the
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"Commercial Use Agreement"), as will be provided by the Licensor.
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Commercial Entities interested in such a commercial license are
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required to contact Licensor. Any commercial use of LTX-2 or
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Derivatives of LTX-2 by the Commercial Entities not in accordance
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with this Agreement and/or the Commercial Use Agreement is strictly
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prohibited and shall be deemed a material breach of this Agreement.
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Such material breach will be subject, in addition to any license
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fees owed to Licensor for the period such Commercial Entity used
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LTX-2 (as will be determined by Licensor), to liquidated damages,
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which will be paid to Licensor immediately upon demand, in an
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amount equal to double the amount that would otherwise have been
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paid by you for the relevant period of time. Such amount reflects
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a reasonable estimation of the losses and administrative costs
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incurred due to such breach. You agree and understand that this
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remedy does not limit the Licensor's right to pursue other remedies
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available at law or equity.
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3. Distribution and Redistribution. You may host for third parties
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remote access purposes (e.g. software-as-a-service), reproduce
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and distribute copies of LTX-2 or Derivatives of LTX-2 thereof in
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any medium, with or without modifications, provided that you meet
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the following conditions:
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(a) Use-based restrictions as referenced in paragraph 4 and all
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provisions of Attachment A MUST be included as an enforceable
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provision by you in any type of legal agreement (e.g. a
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license) governing the use and/or distribution of LTX-2 or
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Derivatives of LTX-2, and you shall give notice to subsequent
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users you distribute to, that LTX-2 or Derivatives of LTX-2
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are subject to paragraph 4 and Attachment A in their entirety,
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including all use restrictions and acceptable use policies;
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(b) You must provide any third party recipients of LTX-2 or
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Derivatives of LTX-2 a copy of this Agreement, including all
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attachments and use policies. Any Derivative of LTX-2 (as
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defined in Section 1, including but not limited to fine-tuned
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weights, modified training code, models trained on Outputs, or
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any other derivative) must be distributed exclusively under
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the terms of this Agreement with a complete copy of this
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license included;
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(c) You must cause any modified files to carry prominent notices
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stating that you changed the files;
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(d) You must retain all copyright, patent, trademark, and
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attribution notices excluding those notices that do not
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pertain to any part of LTX-2, Derivatives of LTX-2.
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You may add your own copyright statement to your modifications and
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may provide additional or different license terms and conditions -
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respecting paragraph 3(a) - for use, reproduction, or distribution
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of your modifications, or for any such Derivatives of LTX-2 as a
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whole, provided your use, reproduction, and distribution of LTX-2
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otherwise complies with the conditions stated in this Agreement,
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and you provide a complete copy of this Agreement with any such
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use, reproduction and distribution of LTX-2 and any Derivatives
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thereof.
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4. Use-based restrictions. The restrictions set forth in Attachment A
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are considered Use-based restrictions. Therefore, you cannot use
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LTX-2 and the Derivatives of LTX-2 in violation of the specified
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restricted uses. You may use LTX-2 subject to this Agreement,
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including only for lawful purposes and in accordance with the
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Agreement. "Use" may include creating any content with, fine-tuning,
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updating, running, training, evaluating and/or re-parametrizing
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LTX-2. You shall require all of your users who use LTX-2 or a
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Derivative of LTX-2 to comply with the terms of this paragraph 4.
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5. The Output You Generate. Except as set forth herein, Licensor
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claims no rights in the Output you generate using LTX-2. You are
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accountable for input you insert into LTX-2, the Output you
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generate and its subsequent uses. No use of the Output can
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contravene any provision as stated in the Agreement.
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6. Updates and Runtime Restrictions. To the maximum extent permitted
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by law, Licensor reserves the right to restrict (remotely or
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otherwise) usage of LTX-2 in violation of this Agreement, update
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LTX-2 through electronic means, or modify the Output of LTX-2
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based on updates. You shall undertake reasonable efforts to use
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the latest version of LTX-2. Any use of the non-current version
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of LTX-2 is done solely at your risk.
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7. Export Controls and Sanctions Compliance. You acknowledge that
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LTX-2, Derivatives of LTX-2 may be subject to export control laws
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and regulations, including but not limited to the U.S. Export
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Administration Regulations and sanctions programs administered by
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the Office of Foreign Assets Control (OFAC). You represent and
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warrant that you and any users of LTX-2 are not (i) located in,
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organized under the laws of, or ordinarily resident in any country
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or territory subject to comprehensive sanctions; (ii) identified
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on any U.S. government restricted party list, including the
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Specially Designated Nationals and Blocked Persons List; or
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(iii) otherwise prohibited from receiving LTX-2 under applicable
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law. You shall not export, re-export, or transfer LTX-2, directly
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or indirectly, in violation of any applicable export control or
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sanctions laws or regulations. You agree to comply with all
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applicable trade control laws and shall indemnify and hold
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Licensor harmless from any claims arising from your failure to
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comply with such laws.
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8. Trademarks and related. Nothing in this Agreement permits you to
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make use of Licensor's trademarks, trade names, logos or to
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otherwise suggest endorsement or misrepresent the relationship
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between the parties; and any rights not expressly granted herein
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are reserved by the Licensor.
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9. Disclaimer of Warranty. Unless required by applicable law or
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agreed to in writing, Licensor provides LTX-2 on an "AS IS" BASIS,
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WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or
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implied, including, without limitation, any warranties or
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conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS
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FOR A PARTICULAR PURPOSE. You are solely responsible for
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determining the appropriateness of using or redistributing LTX-2
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and Derivatives of LTX-2 and assume any risks associated with
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your exercise of permissions under this Agreement.
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10. Limitation of Liability. In no event and under no legal theory,
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whether in tort (including negligence), contract, or otherwise,
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unless required by applicable law (such as deliberate and grossly
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negligent acts) or agreed to in writing, shall Licensor be liable
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to you for damages, including any direct, indirect, special,
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incidental, or consequential damages of any character arising as
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a result of this Agreement or out of the use or inability to use
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LTX-2 (including but not limited to damages for loss of goodwill,
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work stoppage, computer failure or malfunction, or any and all
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other commercial damages or losses), even if Licensor has been
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advised of the possibility of such damages.
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11. Accepting Warranty or Additional Liability. While redistributing
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LTX-2 and Derivatives of LTX-2, you may, provided you do not
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violate the terms of this Agreement, choose to offer and charge
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a fee for, acceptance of support, warranty, indemnity, or other
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liability obligations. However, in accepting such obligations,
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you may act only on your own behalf and on your sole
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responsibility, not on behalf of Licensor, and only if you agree
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to indemnify, defend, and hold Licensor harmless for any liability
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incurred by, or claims asserted against Licensor, by reason of
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your accepting any such warranty or additional liability.
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12. Governing Law. This Agreement and all relations, disputes, claims
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and other matters arising hereunder (including non-contractual
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disputes or claims) will be governed exclusively by, and construed
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exclusively in accordance with, the laws of the State of New York.
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To the extent permitted by law, choice of laws rules and the
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United Nations Convention on Contracts for the International Sale
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of Goods will not apply. For the purposes of adjudicating any
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action or proceeding to enforce the terms of this Agreement, you
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hereby irrevocably consent to the exclusive jurisdiction of, and
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venue in, the federal and state courts located in the County of
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New York within the State of New York. The prevailing party in
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any claim or dispute between the parties under this Agreement
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will be entitled to reimbursement of its reasonable attorneys'
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fees and costs. You hereby waive the right to a trial by jury,
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to participate in a class or representative action (including in
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arbitration), or to combine individual proceedings in court or
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in arbitration without the consent of all parties.
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13. Term and Termination. This Agreement is effective upon your
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acceptance and continues until terminated. Licensor may terminate
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this Agreement immediately upon written notice to you if you
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breach any provision of this Agreement, including but not limited
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to violations of the use restrictions in Attachment A or
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unauthorized commercial use. Upon termination: (a) all rights
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granted to you under this Agreement will immediately cease;
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(b) you must immediately cease all use of LTX-2 and Derivatives
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of LTX-2; (c) you must delete or destroy all copies of LTX-2
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and Derivatives of LTX-2 in your possession or control; and
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(d) you must notify any third parties to whom you distributed
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LTX-2 or Derivatives of LTX-2 of the termination. Sections 8-13,
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and Section 15 shall survive termination of this Agreement.
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Termination does not relieve you of any obligations incurred
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prior to termination, including payment obligations under
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Section 2. In addition, if You commence a lawsuit or other
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proceedings (including a cross-claim or counterclaim in a lawsuit)
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against Licensor or any person or entity alleging that LTX-2 or
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any Output, or any portion of any of the foregoing, infringe any
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intellectual property or other right owned or licensable by you,
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then all licenses granted to you under this Agreement shall
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terminate as of the date such lawsuit or other proceeding is filed.
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14. Disputes and Arbitration. All disputes arising in connection with
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this Agreement shall be finally settled by arbitration under the
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Rules of Arbitration of the International Chamber of Commerce
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("ICC Rules"), by one (1) arbitrator appointed in accordance with
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the ICC Rules. The seat of arbitration shall be New York, NY, USA,
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and the proceedings shall be conducted in English. The arbitrator
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shall be empowered to grant any relief that a court could grant.
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Judgment on the arbitration award may be entered by any court
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having jurisdiction thereof. Each party waives its right to a
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trial by jury and to participate in any class or representative
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action.
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15. If any provision of this Agreement is held to be
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invalid, illegal
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or unenforceable, the remaining provisions shall be unaffected
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thereby and remain valid as if such provision had not been set
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forth herein.
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END OF TERMS AND CONDITIONS
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ATTACHMENT A: Use Restrictions
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When using the Outputs, LTX-2 and any Derivatives thereof, you
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will comply with the Acceptable Use Policy. In addition, you
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agree not to use the Outputs, LTX-2 or its Derivatives in any
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of the following ways:
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1. In any way that violates any applicable national, federal,
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state, local or international law or regulation;
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2. For the purpose of exploiting, Harming or attempting to
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exploit or Harm minors in any way;
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3. To generate or disseminate false information and/or content
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with the purpose of Harming others;
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4. To generate or disseminate personal identifiable information
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that can be used to Harm an individual;
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5. To generate or disseminate information and/or content (e.g.
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images, code, posts, articles), and place the information
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and/or content in any context (e.g. bot generating tweets)
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without expressly and intelligibly disclaiming that the
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information and/or content is machine generated;
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6. To defame, disparage or otherwise harass others;
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7. To impersonate or attempt to impersonate (e.g. deepfakes)
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others without their consent;
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8. For fully automated decision making that adversely impacts an
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individual's legal rights or otherwise creates or modifies a
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binding, enforceable obligation;
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9. For any use intended to or which has the effect of
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discriminating against or Harming individuals or groups based
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on online or offline social behavior or known or predicted
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personal or personality characteristics;
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10. To exploit any of the vulnerabilities of a specific group of
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persons based on their age, social, physical or mental
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characteristics, in order to materially distort the behavior
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of a person pertaining to that group in a manner that causes
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or is likely to cause that person or another person physical
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or psychological Harm;
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11. For any use intended to or which has the effect of
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discriminating against individuals or groups based on legally
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protected characteristics or categories;
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12. To provide medical advice and medical results interpretation;
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13. To generate or disseminate information for the purpose to be
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used for administration of justice, law enforcement,
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immigration or asylum processes, such as predicting an
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individual will commit fraud/crime commitment (e.g. by text
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profiling, drawing causal relationships between assertions
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made in documents, indiscriminate and arbitrarily-targeted use);
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14. To generate and/or disseminate malware (including – but not
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limited to – ransomware) or any other content to be used for
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the purpose of harming electronic systems;
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15. To engage in, promote, incite, or facilitate discrimination
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or other unlawful or harmful conduct in the provision of
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employment, employment benefits, credit, housing, or other
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essential goods and services;
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16. To engage in, promote, incite, or facilitate the harassment,
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abuse, threatening, or bullying of individuals or groups of
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individuals;
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17. For military, warfare, nuclear industries or applications,
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weapons development, or any use in connection with activities
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that may cause death, personal injury, or severe physical or
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environmental damage;
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18. For commercial use only: To train, improve, or fine-tune any
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other machine learning model, artificial intelligence system,
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or competing model, except for Derivatives of LTX-2 as
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expressly permitted under this Agreement;
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19. To circumvent, disable, or interfere with any technical
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limitations, safety features, content filters, or use
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restrictions implemented in LTX-2 by Licensor;
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20. To use LTX-2 or Derivatives of LTX-2 in any product, service,
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or application that directly competes with Licensor's
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commercial products or services, or is designed to replace or
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substitute Licensor's offerings in the market, without
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obtaining a separate commercial license from Licensor.
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