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- LTX-2 COMMUNITY LICENSE AGREEMENT
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- License Date: January 5, 2026
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-
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- By using or distributing any portion or element of LTX-2, you agree to be bound
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- by this Agreement.
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-
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- 1. Definitions
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-
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- 1.1. "Agreement" means the terms and conditions for the license, use,
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- reproduction, and distribution of the Model and the Complementary Materials, as
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- specified in this document.
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-
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- 1.2. "Control" means the direct or indirect ownership of more than
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- fifty percent (50%) of the voting securities or other ownership interests, or
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- the power to direct the management and policies of such Entity through voting
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- rights, contract, or otherwise.
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-
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- 1.3. "Data" means a collection of information and/or content extracted
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- from the dataset used with the Model, including to train, pretrain, or
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- otherwise evaluate the Model. The Data is not licensed under this Agreement.
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-
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- 1.4. "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 by transfer
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- of patterns of the weights, parameters, activations or output of LTX-2, to the
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- other model, in order to cause the other model to perform similarly to LTX-2,
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- including - but not limited to - distillation methods entailing the use of
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- intermediate data representations or methods based on the generation of
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- synthetic 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, or
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- checkpoints derived from LTX-2; (ii) derivative model architectures that
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- incorporate or are based upon LTX-2's architecture; and (iii) any modified or
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- extended versions of the Complementary Materials. All intellectual property
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- rights in Derivatives of LTX-2 shall be subject to the terms of this Agreement,
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- and you may not claim exclusive ownership rights in any Derivatives of LTX-2
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- that would restrict the rights granted herein.
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-
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- 1.5. "Entity" means any individual, corporation, partnership, limited
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- liability company, or other legal entity. For purposes of this Agreement, an
39
- Entity shall be deemed to include, on an aggregative basis, all subsidiaries,
40
- affiliates, and other companies under common Control with such Entity. When
41
- determining whether an Entity meets any threshold under this Agreement
42
- (including revenue thresholds), all subsidiaries, affiliates, and companies
43
- under common Control shall be considered collectively.
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-
45
- 1.6. "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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-
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- 1.7. "Licensor" or "Lightricks" means the owner that is granting the
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- license under this Agreement. For the purposes of this Agreement, the Licensor
50
- is Lightricks Ltd.
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-
52
- 1.8. "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 software and
54
- algorithms, including trained model weights, parameters (including optimizer
55
- states), machine-learning model code, inference-enabling code,
56
- training-enabling code, fine-tuning enabling code, accompanying source code,
57
- scripts, documentation, tutorials, examples, and all other elements of the
58
- foregoing distributed and made publicly available by Lightricks (including, for
59
- example, at https://github.com/Lightricks/LTX-2) for the LTX-2 model released
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- on January 5, 2026. This license is applicable to all LTX-2 versions released
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- since January 5, 2026, and all future releases of LTX-2 under this license.
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-
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- 1.9. "Output" means the results of operating LTX-2 as embodied in
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- informational content resulting therefrom.
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-
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- 1.10. "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 for
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- whichever purpose and in any field of use, including usage of LTX-2 in an
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- end-use application - e.g. chatbot, translator, image generator.
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-
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- 2. Grant of License. Subject to the terms and conditions of this Agreement, you
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- are granted a non-exclusive, worldwide, non-transferable and royalty-free
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- limited license under Licensor's intellectual property or other rights owned by
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- Licensor embodied in LTX-2 to use, reproduce, prepare, distribute, publicly
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- display, publicly perform, sublicense, copy, create derivative works of, and
76
- make modifications to LTX-2, for any purpose, subject to the restrictions set
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- forth in Attachment A; provided however, that Entities with annual revenues of
78
- at least $10,000,000 (the "Commercial Entities") are required to obtain a paid
79
- commercial use license in order to use LTX-2 and Derivatives of LTX-2, subject
80
- to the terms and provisions of a different license (the "Commercial Use
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- Agreement"), as will be provided by the Licensor. Commercial Entities
82
- interested in such a commercial license are required to contact Licensor. Any
83
- commercial use of LTX-2 or Derivatives of LTX-2 by the Commercial Entities not
84
- in accordance with this Agreement and/or the Commercial Use Agreement is
85
- strictly prohibited and shall be deemed a material breach of this Agreement.
86
- Such material breach will be subject, in addition to any license fees owed to
87
- Licensor for the period such Commercial Entity used LTX-2 (as will be
88
- determined by Licensor), to liquidated damages, which will be paid to Licensor
89
- immediately upon demand, in an amount equal to double the amount that would
90
- otherwise have been paid by you for the relevant period of time. Such amount
91
- reflects a reasonable estimation of the losses and administrative costs
92
- incurred due to such breach. You agree and understand that this remedy does not
93
- limit the Licensor's right to pursue other remedies available at law or equity.
94
-
95
- 3. Distribution and Redistribution. You may host for third parties remote
96
- access purposes (e.g. software-as-a-service), reproduce and distribute copies
97
- of LTX-2 or Derivatives of LTX-2 thereof in any medium, with or without
98
- modifications, provided that you meet the following conditions:
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-
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- 3.1. Use-based restrictions as referenced in paragraph 4 and all
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- provisions of Attachment A MUST be included as an enforceable provision by you
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- in any type of legal agreement (e.g. a license) governing the use and/or
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- distribution of LTX-2 or Derivatives of the Model LTX-2, and you shall give
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- notice to subsequent users you distribute to, that LTX-2 or Derivatives of the
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- Model LTX-2 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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-
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- 3.2. 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 attachments and
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- use policies. Any Derivative of LTX-2 (as defined in Section 1.5, including but
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- not limited to fine-tuned weights, modified training code, models trained on
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- Outputs, or any other derivative) must be distributed exclusively under the
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- terms of this Agreement with a complete copy of this license included;
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-
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- 3.3. You must cause any modified files to carry prominent notices
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- stating that you changed the files;
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-
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- 3.4. You must retain all copyright, patent, trademark, and attribution
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- notices excluding those notices that do not pertain to any part of LTX-2,
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- Derivatives of LTX-2. You may add your own copyright statement to your
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- modifications and may provide additional or different license terms and
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- conditions - respecting paragraph 3.1 - for use, reproduction, or distribution
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- of your modifications, or for any such Derivatives of LTX-2 as a whole,
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- provided your use, reproduction, and distribution of LTX-2 otherwise complies
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- with the conditions stated in this Agreement, and you provide a complete copy
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- of this Agreement with any such use, reproduction and distribution of LTX-2 and
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- any Derivatives thereof.
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-
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- 4. Use-based restrictions. The restrictions set forth in Attachment A are
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- considered Use-based restrictions. Therefore, you cannot use LTX-2 and the
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- Derivatives of LTX-2 in violation of the specified restricted uses. You may use
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- LTX-2 subject to this Agreement, including only for lawful purposes and in
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- accordance with the Agreement. "Use" may include creating any content with,
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- fine-tuning, 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 Derivative of
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- LTX-2 to comply with the terms of this paragraph 4.
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-
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- 5. The Output You Generate. Except as set forth herein, Licensor claims no
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- rights in the Output you generate using LTX-2. You are accountable for input
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- you insert into LTX-2, the Output you generate and its subsequent uses. No use
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- of the Output can contravene any provision as stated in the Agreement.
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-
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- 6. Updates and Runtime Restrictions. To the maximum extent permitted by law,
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- Licensor reserves the right to restrict (remotely or otherwise) usage of LTX-2
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- in violation of this Agreement, update LTX-2 through electronic means, or
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- modify the Output of LTX-2 based on updates. You shall undertake reasonable
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- efforts to use 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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-
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- 7. Export Controls and Sanctions Compliance. You acknowledge that LTX-2,
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- Derivatives of LTX-2 may be subject to export control laws and regulations,
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- including but not limited to the U.S. Export Administration Regulations and
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- sanctions programs administered by the Office of Foreign Assets Control (OFAC).
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- You represent and warrant that you and any users of LTX-2 are not (i) located
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- in, organized under the laws of, or ordinarily resident in any country or
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- territory subject to comprehensive sanctions; (ii) identified on any U.S.
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- government restricted party list, including the Specially Designated Nationals
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- and Blocked Persons List; or (iii) otherwise prohibited from receiving LTX-2
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- under applicable law. You shall not export, re-export, or transfer LTX-2,
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- directly or indirectly, in violation of any applicable export control or
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- sanctions laws or regulations. You agree to comply with all applicable trade
162
- control laws and shall indemnify and hold Licensor harmless from any claims
163
- arising from your failure to comply with such laws.
164
-
165
- 8. Trademarks and related. Nothing in this Agreement permits you to make use of
166
- Licensor's trademarks, trade names, logos or to otherwise suggest endorsement
167
- or misrepresent the relationship between the parties; and any rights not
168
- expressly granted herein are reserved by the Licensor.
169
-
170
- 9. Disclaimer of Warranty. Unless required by applicable law or agreed to in
171
- writing, Licensor provides LTX-2 on an "AS IS" BASIS, WITHOUT WARRANTIES OR
172
- CONDITIONS OF ANY KIND, either express or implied, including, without
173
- limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
174
- MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely
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- responsible for determining the appropriateness of using or redistributing
176
- LTX-2 and Derivatives of LTX-2 and assume any risks associated with your
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- exercise of permissions under this Agreement.
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-
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- 10. Limitation of Liability. In no event and under no legal theory, whether in
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- tort (including negligence), contract, or otherwise, unless required by
181
- applicable law (such as deliberate and grossly negligent acts) or agreed to in
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- writing, shall Licensor be liable to you for damages, including any direct,
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- indirect, special, incidental, or consequential damages of any character
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- arising as a result of this Agreement or out of the use or inability to use
185
- LTX-2 (including but not limited to damages for loss of goodwill, work
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- stoppage, computer failure or malfunction, or any and all other commercial
187
- damages or losses), even if Licensor has been advised of the possibility of
188
- such damages.
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-
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- 11. Accepting Warranty or Additional Liability. While redistributing LTX-2 and
191
- Derivatives of LTX-2, you may, provided you do not violate the terms of this
192
- Agreement, choose to offer and charge a fee for, acceptance of support,
193
- warranty, indemnity, or other liability obligations. However, in accepting such
194
- obligations, you may act only on your own behalf and on your sole
195
- responsibility, not on behalf of Licensor, and only if you agree to indemnify,
196
- defend, and hold Licensor harmless for any liability incurred by, or claims
197
- asserted against Licensor, by reason of your accepting any such warranty or
198
- additional liability.
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-
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- 12. Governing Law. This Agreement and all relations, disputes, claims and other
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- matters arising hereunder (including non-contractual disputes or claims) will
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- be governed exclusively by, and construed exclusively in accordance with, the
203
- laws of the State of New York. To the extent permitted by law, choice of laws
204
- rules and the United Nations Convention on Contracts for the International Sale
205
- of Goods will not apply. For the purposes of adjudicating any action or
206
- proceeding to enforce the terms of this Agreement, you hereby irrevocably
207
- consent to the exclusive jurisdiction of, and venue in, the federal and state
208
- courts located in the County of New York within the State of New York. The
209
- prevailing party in any claim or dispute between the parties under this
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- Agreement will be entitled to reimbursement of its reasonable attorneys' fees
211
- and costs. You hereby waive the right to a trial by jury, to participate in a
212
- class or representative action (including in arbitration), or to combine
213
- individual proceedings in court or in arbitration without the consent of all
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- parties.
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-
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- 13. Term and Termination. This Agreement is effective upon your acceptance and
217
- continues until terminated. Licensor may terminate this Agreement immediately
218
- upon written notice to you if you breach any provision of this Agreement,
219
- including but not limited to violations of the use restrictions in Attachment A
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- or unauthorized commercial use. Upon termination: (a) all rights granted to you
221
- under this Agreement will immediately cease; (b) you must immediately cease all
222
- use of LTX-2 and Derivatives of the ModelLTX-2; (c) you must delete or destroy
223
- all copies of LTX-2 and Derivatives of the ModelLTX-2 in your possession or
224
- control; and (d) you must notify any third parties to whom you distributed
225
- LTX-2 or Derivatives of LTX-2 of the termination. Sections 8-13, and Section 15
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- shall survive termination of this Agreement. Termination does not relieve you
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- of any obligations incurred prior to termination, including payment obligations
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- under Section 2. In. addition, if You commence a lawsuit or other proceedings
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- (including a cross-claim or counterclaim in a lawsuit) against Licensor or any
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- person or entity alleging that LTX-2 or any Output, or any portion of any of
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- the foregoing, infringe any intellectual property or other right owned or
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- licensable by you, 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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-
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- 14. Disputes and Arbitration. All disputes arising in connection with this
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- Agreement shall be finally settled by arbitration under the Rules of
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- Arbitration of the International Chamber of Commerce ("ICC Rules"), by one (1)
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- arbitrator appointed in accordance with the ICC Rules. The seat of arbitration
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- shall be New York, NY, USA, and the proceedings shall be conducted in English.
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- The arbitrator 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 having
242
- jurisdiction thereof. Each party waives its right to a trial by jury and to
243
- participate in any class or representative action.
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-
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- 15. If any provision of this Agreement is held to be invalid, illegal or
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- unenforceable, the remaining provisions shall be unaffected thereby and remain
247
- valid as if such provision had not been set forth herein.
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-
249
- END OF TERMS AND CONDITIONS
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-
251
- Attachment A
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-
253
- Use Restrictions
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-
255
- When using the Outputs, LTX-2 and any Derivatives thereof, you will comply with
256
- the Acceptable Use Policy. In addition, you agree not to use the Outputs, LTX-2
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- or its Derivatives in any of the following ways:
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-
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- (a) In any way that violates any applicable national, federal, state, local or
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- international law or regulation;
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-
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- (b) For the purpose of exploiting, Harming or attempting to exploit or Harm
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- minors in any way;
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-
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- (c) To generate or disseminate false information and/or content with the
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- purpose of Harming others;
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-
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- (d) To generate or disseminate personal identifiable information that can be
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- used to Harm an individual;
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-
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- (e) To generate or disseminate information and/or content (e.g. images, code,
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- posts, articles), and place the information and/or content in any context (e.g.
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- bot generating tweets) without expressly and intelligibly disclaiming that the
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- information and/or content is machine generated;
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-
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- (f) To defame, disparage or otherwise harass others;
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-
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- (g) To impersonate or attempt to impersonate (e.g. deepfakes) others without
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- their consent;
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-
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- (h) For fully automated decision making that adversely impacts an individual's
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- legal rights or otherwise creates or modifies a binding, enforceable obligation;
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-
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- (i) For any use intended to or which has the effect of discriminating against
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- or Harming individuals or groups based on online or offline social behavior or
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- known or predicted personal or personality characteristics;
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-
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- (j) To exploit any of the vulnerabilities of a specific group of persons based
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- on their age, social, physical or mental characteristics, in order to
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- materially distort the behavior of a person pertaining to that group in a
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- manner that causes or is likely to cause that person or another person physical
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- or psychological Harm;
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-
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- (k) For any use intended to or which has the effect of discriminating against
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- individuals or groups based on legally protected characteristics or categories;
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-
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- (a) To provide medical advice and medical results interpretation;
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-
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- (l) To generate or disseminate information for the purpose to be used for
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- administration of justice, law enforcement, immigration or asylum processes,
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- such as predicting an individual will commit fraud/crime commitment (e.g. by
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- text profiling, drawing causal relationships between assertions made in
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- documents, indiscriminate and arbitrarily-targeted use);
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-
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- (m) To generate and/or disseminate malware (including - but not limited to -
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- ransomware) or any other content to be used for the purpose of harming
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- electronic systems;
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-
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- (n) To engage in, promote, incite, or facilitate discrimination or other
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- unlawful of harmful conduct in the provision of employment, employment
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- benefits, credit, housing, or other essential goods and services;
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-
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- (o) To engage in, promote, incite, or facilitate the harassment, abuse,
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- threatening, or bullying of individuals or groups of individuals;
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-
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- (p) For military, warfare, nuclear industries or applications, weapons
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- development, or any use in connection with activities that may cause death,
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- personal injury, or severe physical or environmental damage;
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-
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- (q) For commercial use only: To train, improve, or fine-tune any other machine
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- learning model, artificial intelligence system, or competing model, except for
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- Derivatives of LTX-2 as expressly permitted under this Agreement;
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-
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- (r) To circumvent, disable, or interfere with any technical limitations, safety
325
- features, content filters, or use restrictions implemented in LTX-2 by Licensor;
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-
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- (s) To use LTX-2 or Derivatives of LTX-2 in any product, service, or
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- application that directly competes with Licensor's commercial products or
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- services, or is designed to replace or substitute Licensor's offerings in the
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- market, without obtaining a separate commercial license from Licensor.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ LTX-2 Community License Agreement
2
+ License date: January 5, 2026
3
+
4
+
5
+ By using or distributing any portion or element of LTX-2, you agree
6
+ to be bound by this Agreement.
7
+
8
+ 1. Definitions.
9
+
10
+ "Agreement" means the terms and conditions for the license, use,
11
+ reproduction, and distribution of LTX-2 and the Complementary
12
+ Materials, as specified in this document.
13
+
14
+ "Control" means the direct or indirect ownership of more than
15
+ fifty percent (50%) of the voting securities or other ownership
16
+ interests, or the power to direct the management and policies of
17
+ such Entity through voting rights, contract, or otherwise.
18
+
19
+ "Data" means a collection of information and/or content extracted
20
+ from the dataset used with LTX-2, including to train, pretrain,
21
+ or otherwise evaluate LTX-2. The Data is not licensed under this
22
+ Agreement.
23
+
24
+ "Derivatives of LTX-2" means all modifications to LTX-2, works
25
+ based on LTX-2, or any other model which is created or initialized
26
+ by transfer of patterns of the weights, parameters, activations or
27
+ output of LTX-2, to the other model, in order to cause the other
28
+ model to perform similarly to LTX-2, including but not limited
29
+ to - distillation methods entailing the use of intermediate data
30
+ representations or methods based on the generation of synthetic
31
+ data by LTX-2 for training the other model. For clarity, Derivatives
32
+ of LTX-2 include: (i) any fine-tuned or adapted weights, parameters,
33
+ or checkpoints derived from LTX-2; (ii) derivative model architectures
34
+ that incorporate or are based upon LTX-2's architecture; and
35
+ (iii) any modified or extended versions of the Complementary
36
+ Materials. All intellectual property rights in Derivatives of LTX-2
37
+ shall be subject to the terms of this Agreement, and you may not
38
+ claim exclusive ownership rights in any Derivatives of LTX-2 that
39
+ would restrict the rights granted herein.
40
+
41
+ "Entity" means any individual, corporation, partnership, limited
42
+ liability company, or other legal entity. For purposes of this
43
+ Agreement, an Entity shall be deemed to include, on an aggregative
44
+ basis, all subsidiaries, affiliates, and other companies under
45
+ common Control with such Entity. When determining whether an Entity
46
+ meets any threshold under this Agreement (including revenue
47
+ thresholds), all subsidiaries, affiliates, and companies under
48
+ common Control shall be considered collectively.
49
+
50
+ "Harm" includes but is not limited to physical, mental,
51
+ psychological, financial and reputational damage, pain, or loss.
52
+
53
+ "Licensor" or "Lightricks" means the owner that is granting the
54
+ license under this Agreement. For the purposes of this Agreement,
55
+ the Licensor is Lightricks Ltd.
56
+
57
+ "LTX-2" means the large language models, text/image/video/audio/3D
58
+ generation models, and multimodal large language models and their
59
+ software and algorithms, including trained model weights, parameters
60
+ (including optimizer states), machine-learning model code,
61
+ inference-enabling code, training-enabling code, fine-tuning
62
+ enabling code, accompanying source code, scripts, documentation,
63
+ tutorials, examples, and all other elements of the foregoing
64
+ distributed and made publicly available by Lightricks (including,
65
+ for example, at https://github.com/Lightricks/LTX-2) for the LTX-2
66
+ model released on January 5, 2026. This license is applicable to
67
+ all LTX-2 versions released since January 5, 2026, and all future
68
+ releases of LTX-2 under this license.
69
+
70
+ "Output" means the results of operating LTX-2 as embodied in
71
+ informational content resulting therefrom.
72
+
73
+ "you" (or "your") means an individual or legal Entity licensing
74
+ LTX-2 in accordance with this Agreement and/or making use of LTX-2
75
+ for whichever purpose and in any field of use, including usage of
76
+ LTX-2 in an end-use application - e.g. chatbot, translator, image
77
+ generator.
78
+
79
+ 2. Grant of License. Subject to the terms and conditions of this
80
+ Agreement, you are granted a non-exclusive, worldwide,
81
+ non-transferable and royalty-free limited license under Licensor's
82
+ intellectual property or other rights owned by Licensor embodied
83
+ in LTX-2 to use, reproduce, prepare, distribute, publicly display,
84
+ publicly perform, sublicense, copy, create derivative works of,
85
+ and make modifications to LTX-2, for any purpose, subject to the
86
+ restrictions set forth in Attachment A; provided however, that
87
+ Entities with annual revenues of at least $10,000,000 (the
88
+ "Commercial Entities") are required to obtain a paid commercial
89
+ use license in order to use LTX-2 and Derivatives of LTX-2,
90
+ subject to the terms and provisions of a different license (the
91
+ "Commercial Use Agreement"), as will be provided by the Licensor.
92
+ Commercial Entities interested in such a commercial license are
93
+ required to contact Licensor. Any commercial use of LTX-2 or
94
+ Derivatives of LTX-2 by the Commercial Entities not in accordance
95
+ with this Agreement and/or the Commercial Use Agreement is strictly
96
+ prohibited and shall be deemed a material breach of this Agreement.
97
+ Such material breach will be subject, in addition to any license
98
+ fees owed to Licensor for the period such Commercial Entity used
99
+ LTX-2 (as will be determined by Licensor), to liquidated damages,
100
+ which will be paid to Licensor immediately upon demand, in an
101
+ amount equal to double the amount that would otherwise have been
102
+ paid by you for the relevant period of time. Such amount reflects
103
+ a reasonable estimation of the losses and administrative costs
104
+ incurred due to such breach. You agree and understand that this
105
+ remedy does not limit the Licensor's right to pursue other remedies
106
+ available at law or equity.
107
+
108
+ 3. Distribution and Redistribution. You may host for third parties
109
+ remote access purposes (e.g. software-as-a-service), reproduce
110
+ and distribute copies of LTX-2 or Derivatives of LTX-2 thereof in
111
+ any medium, with or without modifications, provided that you meet
112
+ the following conditions:
113
+
114
+ (a) Use-based restrictions as referenced in paragraph 4 and all
115
+ provisions of Attachment A MUST be included as an enforceable
116
+ provision by you in any type of legal agreement (e.g. a
117
+ license) governing the use and/or distribution of LTX-2 or
118
+ Derivatives of LTX-2, and you shall give notice to subsequent
119
+ users you distribute to, that LTX-2 or Derivatives of LTX-2
120
+ are subject to paragraph 4 and Attachment A in their entirety,
121
+ including all use restrictions and acceptable use policies;
122
+
123
+ (b) You must provide any third party recipients of LTX-2 or
124
+ Derivatives of LTX-2 a copy of this Agreement, including all
125
+ attachments and use policies. Any Derivative of LTX-2 (as
126
+ defined in Section 1, including but not limited to fine-tuned
127
+ weights, modified training code, models trained on Outputs, or
128
+ any other derivative) must be distributed exclusively under
129
+ the terms of this Agreement with a complete copy of this
130
+ license included;
131
+
132
+ (c) You must cause any modified files to carry prominent notices
133
+ stating that you changed the files;
134
+
135
+ (d) You must retain all copyright, patent, trademark, and
136
+ attribution notices excluding those notices that do not
137
+ pertain to any part of LTX-2, Derivatives of LTX-2.
138
+
139
+ You may add your own copyright statement to your modifications and
140
+ may provide additional or different license terms and conditions -
141
+ respecting paragraph 3(a) - for use, reproduction, or distribution
142
+ of your modifications, or for any such Derivatives of LTX-2 as a
143
+ whole, provided your use, reproduction, and distribution of LTX-2
144
+ otherwise complies with the conditions stated in this Agreement,
145
+ and you provide a complete copy of this Agreement with any such
146
+ use, reproduction and distribution of LTX-2 and any Derivatives
147
+ thereof.
148
+
149
+ 4. Use-based restrictions. The restrictions set forth in Attachment A
150
+ are considered Use-based restrictions. Therefore, you cannot use
151
+ LTX-2 and the Derivatives of LTX-2 in violation of the specified
152
+ restricted uses. You may use LTX-2 subject to this Agreement,
153
+ including only for lawful purposes and in accordance with the
154
+ Agreement. "Use" may include creating any content with, fine-tuning,
155
+ updating, running, training, evaluating and/or re-parametrizing
156
+ LTX-2. You shall require all of your users who use LTX-2 or a
157
+ Derivative of LTX-2 to comply with the terms of this paragraph 4.
158
+
159
+ 5. The Output You Generate. Except as set forth herein, Licensor
160
+ claims no rights in the Output you generate using LTX-2. You are
161
+ accountable for input you insert into LTX-2, the Output you
162
+ generate and its subsequent uses. No use of the Output can
163
+ contravene any provision as stated in the Agreement.
164
+
165
+ 6. Updates and Runtime Restrictions. To the maximum extent permitted
166
+ by law, Licensor reserves the right to restrict (remotely or
167
+ otherwise) usage of LTX-2 in violation of this Agreement, update
168
+ LTX-2 through electronic means, or modify the Output of LTX-2
169
+ based on updates. You shall undertake reasonable efforts to use
170
+ the latest version of LTX-2. Any use of the non-current version
171
+ of LTX-2 is done solely at your risk.
172
+
173
+ 7. Export Controls and Sanctions Compliance. You acknowledge that
174
+ LTX-2, Derivatives of LTX-2 may be subject to export control laws
175
+ and regulations, including but not limited to the U.S. Export
176
+ Administration Regulations and sanctions programs administered by
177
+ the Office of Foreign Assets Control (OFAC). You represent and
178
+ warrant that you and any users of LTX-2 are not (i) located in,
179
+ organized under the laws of, or ordinarily resident in any country
180
+ or territory subject to comprehensive sanctions; (ii) identified
181
+ on any U.S. government restricted party list, including the
182
+ Specially Designated Nationals and Blocked Persons List; or
183
+ (iii) otherwise prohibited from receiving LTX-2 under applicable
184
+ law. You shall not export, re-export, or transfer LTX-2, directly
185
+ or indirectly, in violation of any applicable export control or
186
+ sanctions laws or regulations. You agree to comply with all
187
+ applicable trade control laws and shall indemnify and hold
188
+ Licensor harmless from any claims arising from your failure to
189
+ comply with such laws.
190
+
191
+ 8. Trademarks and related. Nothing in this Agreement permits you to
192
+ make use of Licensor's trademarks, trade names, logos or to
193
+ otherwise suggest endorsement or misrepresent the relationship
194
+ between the parties; and any rights not expressly granted herein
195
+ are reserved by the Licensor.
196
+
197
+ 9. Disclaimer of Warranty. Unless required by applicable law or
198
+ agreed to in writing, Licensor provides LTX-2 on an "AS IS" BASIS,
199
+ WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or
200
+ implied, including, without limitation, any warranties or
201
+ conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS
202
+ FOR A PARTICULAR PURPOSE. You are solely responsible for
203
+ determining the appropriateness of using or redistributing LTX-2
204
+ and Derivatives of LTX-2 and assume any risks associated with
205
+ your exercise of permissions under this Agreement.
206
+
207
+ 10. Limitation of Liability. In no event and under no legal theory,
208
+ whether in tort (including negligence), contract, or otherwise,
209
+ unless required by applicable law (such as deliberate and grossly
210
+ negligent acts) or agreed to in writing, shall Licensor be liable
211
+ to you for damages, including any direct, indirect, special,
212
+ incidental, or consequential damages of any character arising as
213
+ a result of this Agreement or out of the use or inability to use
214
+ LTX-2 (including but not limited to damages for loss of goodwill,
215
+ work stoppage, computer failure or malfunction, or any and all
216
+ other commercial damages or losses), even if Licensor has been
217
+ advised of the possibility of such damages.
218
+
219
+ 11. Accepting Warranty or Additional Liability. While redistributing
220
+ LTX-2 and Derivatives of LTX-2, you may, provided you do not
221
+ violate the terms of this Agreement, choose to offer and charge
222
+ a fee for, acceptance of support, warranty, indemnity, or other
223
+ liability obligations. However, in accepting such obligations,
224
+ you may act only on your own behalf and on your sole
225
+ responsibility, not on behalf of Licensor, and only if you agree
226
+ to indemnify, defend, and hold Licensor harmless for any liability
227
+ incurred by, or claims asserted against Licensor, by reason of
228
+ your accepting any such warranty or additional liability.
229
+
230
+ 12. Governing Law. This Agreement and all relations, disputes, claims
231
+ and other matters arising hereunder (including non-contractual
232
+ disputes or claims) will be governed exclusively by, and construed
233
+ exclusively in accordance with, the laws of the State of New York.
234
+ To the extent permitted by law, choice of laws rules and the
235
+ United Nations Convention on Contracts for the International Sale
236
+ of Goods will not apply. For the purposes of adjudicating any
237
+ action or proceeding to enforce the terms of this Agreement, you
238
+ hereby irrevocably consent to the exclusive jurisdiction of, and
239
+ venue in, the federal and state courts located in the County of
240
+ New York within the State of New York. The prevailing party in
241
+ any claim or dispute between the parties under this Agreement
242
+ will be entitled to reimbursement of its reasonable attorneys'
243
+ fees and costs. You hereby waive the right to a trial by jury,
244
+ to participate in a class or representative action (including in
245
+ arbitration), or to combine individual proceedings in court or
246
+ in arbitration without the consent of all parties.
247
+
248
+ 13. Term and Termination. This Agreement is effective upon your
249
+ acceptance and continues until terminated. Licensor may terminate
250
+ this Agreement immediately upon written notice to you if you
251
+ breach any provision of this Agreement, including but not limited
252
+ to violations of the use restrictions in Attachment A or
253
+ unauthorized commercial use. Upon termination: (a) all rights
254
+ granted to you under this Agreement will immediately cease;
255
+ (b) you must immediately cease all use of LTX-2 and Derivatives
256
+ of LTX-2; (c) you must delete or destroy all copies of LTX-2
257
+ and Derivatives of LTX-2 in your possession or control; and
258
+ (d) you must notify any third parties to whom you distributed
259
+ LTX-2 or Derivatives of LTX-2 of the termination. Sections 8-13,
260
+ and Section 15 shall survive termination of this Agreement.
261
+ Termination does not relieve you of any obligations incurred
262
+ prior to termination, including payment obligations under
263
+ Section 2. In addition, if You commence a lawsuit or other
264
+ proceedings (including a cross-claim or counterclaim in a lawsuit)
265
+ against Licensor or any person or entity alleging that LTX-2 or
266
+ any Output, or any portion of any of the foregoing, infringe any
267
+ intellectual property or other right owned or licensable by you,
268
+ then all licenses granted to you under this Agreement shall
269
+ terminate as of the date such lawsuit or other proceeding is filed.
270
+
271
+ 14. Disputes and Arbitration. All disputes arising in connection with
272
+ this Agreement shall be finally settled by arbitration under the
273
+ Rules of Arbitration of the International Chamber of Commerce
274
+ ("ICC Rules"), by one (1) arbitrator appointed in accordance with
275
+ the ICC Rules. The seat of arbitration shall be New York, NY, USA,
276
+ and the proceedings shall be conducted in English. The arbitrator
277
+ shall be empowered to grant any relief that a court could grant.
278
+ Judgment on the arbitration award may be entered by any court
279
+ having jurisdiction thereof. Each party waives its right to a
280
+ trial by jury and to participate in any class or representative
281
+ action.
282
+
283
+ 15. If any provision of this Agreement is held to be
284
+ invalid, illegal
285
+ or unenforceable, the remaining provisions shall be unaffected
286
+ thereby and remain valid as if such provision had not been set
287
+ forth herein.
288
+
289
+ END OF TERMS AND CONDITIONS
290
+
291
+ ATTACHMENT A: Use Restrictions
292
+
293
+ When using the Outputs, LTX-2 and any Derivatives thereof, you
294
+ will comply with the Acceptable Use Policy. In addition, you
295
+ agree not to use the Outputs, LTX-2 or its Derivatives in any
296
+ of the following ways:
297
+
298
+ 1. In any way that violates any applicable national, federal,
299
+ state, local or international law or regulation;
300
+
301
+ 2. For the purpose of exploiting, Harming or attempting to
302
+ exploit or Harm minors in any way;
303
+
304
+ 3. To generate or disseminate false information and/or content
305
+ with the purpose of Harming others;
306
+
307
+ 4. To generate or disseminate personal identifiable information
308
+ that can be used to Harm an individual;
309
+
310
+ 5. To generate or disseminate information and/or content (e.g.
311
+ images, code, posts, articles), and place the information
312
+ and/or content in any context (e.g. bot generating tweets)
313
+ without expressly and intelligibly disclaiming that the
314
+ information and/or content is machine generated;
315
+
316
+ 6. To defame, disparage or otherwise harass others;
317
+
318
+ 7. To impersonate or attempt to impersonate (e.g. deepfakes)
319
+ others without their consent;
320
+
321
+ 8. For fully automated decision making that adversely impacts an
322
+ individual's legal rights or otherwise creates or modifies a
323
+ binding, enforceable obligation;
324
+
325
+ 9. For any use intended to or which has the effect of
326
+ discriminating against or Harming individuals or groups based
327
+ on online or offline social behavior or known or predicted
328
+ personal or personality characteristics;
329
+
330
+ 10. To exploit any of the vulnerabilities of a specific group of
331
+ persons based on their age, social, physical or mental
332
+ characteristics, in order to materially distort the behavior
333
+ of a person pertaining to that group in a manner that causes
334
+ or is likely to cause that person or another person physical
335
+ or psychological Harm;
336
+
337
+ 11. For any use intended to or which has the effect of
338
+ discriminating against individuals or groups based on legally
339
+ protected characteristics or categories;
340
+
341
+ 12. To provide medical advice and medical results interpretation;
342
+
343
+ 13. To generate or disseminate information for the purpose to be
344
+ used for administration of justice, law enforcement,
345
+ immigration or asylum processes, such as predicting an
346
+ individual will commit fraud/crime commitment (e.g. by text
347
+ profiling, drawing causal relationships between assertions
348
+ made in documents, indiscriminate and arbitrarily-targeted use);
349
+
350
+ 14. To generate and/or disseminate malware (including – but not
351
+ limited to – ransomware) or any other content to be used for
352
+ the purpose of harming electronic systems;
353
+
354
+ 15. To engage in, promote, incite, or facilitate discrimination
355
+ or other unlawful or harmful conduct in the provision of
356
+ employment, employment benefits, credit, housing, or other
357
+ essential goods and services;
358
+
359
+ 16. To engage in, promote, incite, or facilitate the harassment,
360
+ abuse, threatening, or bullying of individuals or groups of
361
+ individuals;
362
+
363
+ 17. For military, warfare, nuclear industries or applications,
364
+ weapons development, or any use in connection with activities
365
+ that may cause death, personal injury, or severe physical or
366
+ environmental damage;
367
+
368
+ 18. For commercial use only: To train, improve, or fine-tune any
369
+ other machine learning model, artificial intelligence system,
370
+ or competing model, except for Derivatives of LTX-2 as
371
+ expressly permitted under this Agreement;
372
+
373
+ 19. To circumvent, disable, or interfere with any technical
374
+ limitations, safety features, content filters, or use
375
+ restrictions implemented in LTX-2 by Licensor;
376
+
377
+ 20. To use LTX-2 or Derivatives of LTX-2 in any product, service,
378
+ or application that directly competes with Licensor's
379
+ commercial products or services, or is designed to replace or
380
+ substitute Licensor's offerings in the market, without
381
+ obtaining a separate commercial license from Licensor.