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| 1 |
+
LTX-2 COMMUNITY LICENSE AGREEMENT
|
| 2 |
+
License Date: January 5, 2026
|
| 3 |
+
|
| 4 |
+
By using or distributing any portion or element of LTX-2, you agree to be bound
|
| 5 |
+
by this Agreement.
|
| 6 |
+
|
| 7 |
+
1. Definitions
|
| 8 |
+
|
| 9 |
+
1.1. "Agreement" means the terms and conditions for the license, use,
|
| 10 |
+
reproduction, and distribution of the Model and the Complementary Materials, as
|
| 11 |
+
specified in this document.
|
| 12 |
+
|
| 13 |
+
1.2. "Control" means the direct or indirect ownership of more than
|
| 14 |
+
fifty percent (50%) of the voting securities or other ownership interests, or
|
| 15 |
+
the power to direct the management and policies of such Entity through voting
|
| 16 |
+
rights, contract, or otherwise.
|
| 17 |
+
|
| 18 |
+
1.3. "Data" means a collection of information and/or content extracted
|
| 19 |
+
from the dataset used with the Model, including to train, pretrain, or
|
| 20 |
+
otherwise evaluate the Model. The Data is not licensed under this Agreement.
|
| 21 |
+
|
| 22 |
+
1.4. "Derivatives of LTX-2" means all modifications to LTX-2, works
|
| 23 |
+
based on LTX-2, or any other model which is created or initialized by transfer
|
| 24 |
+
of patterns of the weights, parameters, activations or output of LTX-2, to the
|
| 25 |
+
other model, in order to cause the other model to perform similarly to LTX-2,
|
| 26 |
+
including - but not limited to - distillation methods entailing the use of
|
| 27 |
+
intermediate data representations or methods based on the generation of
|
| 28 |
+
synthetic data by LTX-2 for training the other model. For clarity, Derivatives
|
| 29 |
+
of LTX-2 include: (i) any fine-tuned or adapted weights, parameters, or
|
| 30 |
+
checkpoints derived from LTX-2; (ii) derivative model architectures that
|
| 31 |
+
incorporate or are based upon LTX-2's architecture; and (iii) any modified or
|
| 32 |
+
extended versions of the Complementary Materials. All intellectual property
|
| 33 |
+
rights in Derivatives of LTX-2 shall be subject to the terms of this Agreement,
|
| 34 |
+
and you may not claim exclusive ownership rights in any Derivatives of LTX-2
|
| 35 |
+
that would restrict the rights granted herein.
|
| 36 |
+
|
| 37 |
+
1.5. "Entity" means any individual, corporation, partnership, limited
|
| 38 |
+
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.
|
| 44 |
+
|
| 45 |
+
1.6. "Harm" includes but is not limited to physical, mental,
|
| 46 |
+
psychological, financial and reputational damage, pain, or loss.
|
| 47 |
+
|
| 48 |
+
1.7. "Licensor" or "Lightricks" means the owner that is granting the
|
| 49 |
+
license under this Agreement. For the purposes of this Agreement, the Licensor
|
| 50 |
+
is Lightricks Ltd.
|
| 51 |
+
|
| 52 |
+
1.8. "LTX-2" means the large language models, text/image/video/audio/3D
|
| 53 |
+
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
|
| 60 |
+
on January 5, 2026. This license is applicable to all LTX-2 versions released
|
| 61 |
+
since January 5, 2026, and all future releases of LTX-2 under this license.
|
| 62 |
+
|
| 63 |
+
1.9. "Output" means the results of operating LTX-2 as embodied in
|
| 64 |
+
informational content resulting therefrom.
|
| 65 |
+
|
| 66 |
+
1.10. "you" (or "your") means an individual or legal Entity licensing
|
| 67 |
+
LTX-2 in accordance with this Agreement and/or making use of LTX-2 for
|
| 68 |
+
whichever purpose and in any field of use, including usage of LTX-2 in an
|
| 69 |
+
end-use application - e.g. chatbot, translator, image generator.
|
| 70 |
+
|
| 71 |
+
2. Grant of License. Subject to the terms and conditions of this Agreement, you
|
| 72 |
+
are granted a non-exclusive, worldwide, non-transferable and royalty-free
|
| 73 |
+
limited license under Licensor's intellectual property or other rights owned by
|
| 74 |
+
Licensor embodied in LTX-2 to use, reproduce, prepare, distribute, publicly
|
| 75 |
+
display, publicly perform, sublicense, copy, create derivative works of, and
|
| 76 |
+
make modifications to LTX-2, for any purpose, subject to the restrictions set
|
| 77 |
+
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
|
| 81 |
+
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:
|
| 99 |
+
|
| 100 |
+
3.1. Use-based restrictions as referenced in paragraph 4 and all
|
| 101 |
+
provisions of Attachment A MUST be included as an enforceable provision by you
|
| 102 |
+
in any type of legal agreement (e.g. a license) governing the use and/or
|
| 103 |
+
distribution of LTX-2 or Derivatives of the Model LTX-2, and you shall give
|
| 104 |
+
notice to subsequent users you distribute to, that LTX-2 or Derivatives of the
|
| 105 |
+
Model LTX-2 are subject to paragraph 4 and Attachment A in their entirety,
|
| 106 |
+
including all use restrictions and acceptable use policies;
|
| 107 |
+
|
| 108 |
+
3.2. You must provide any third party recipients of LTX-2 or
|
| 109 |
+
Derivatives of LTX-2 a copy of this Agreement, including all attachments and
|
| 110 |
+
use policies. Any Derivative of LTX-2 (as defined in Section 1.5, including but
|
| 111 |
+
not limited to fine-tuned weights, modified training code, models trained on
|
| 112 |
+
Outputs, or any other derivative) must be distributed exclusively under the
|
| 113 |
+
terms of this Agreement with a complete copy of this license included;
|
| 114 |
+
|
| 115 |
+
3.3. You must cause any modified files to carry prominent notices
|
| 116 |
+
stating that you changed the files;
|
| 117 |
+
|
| 118 |
+
3.4. You must retain all copyright, patent, trademark, and attribution
|
| 119 |
+
notices excluding those notices that do not pertain to any part of LTX-2,
|
| 120 |
+
Derivatives of LTX-2. You may add your own copyright statement to your
|
| 121 |
+
modifications and may provide additional or different license terms and
|
| 122 |
+
conditions - respecting paragraph 3.1 - for use, reproduction, or distribution
|
| 123 |
+
of your modifications, or for any such Derivatives of LTX-2 as a whole,
|
| 124 |
+
provided your use, reproduction, and distribution of LTX-2 otherwise complies
|
| 125 |
+
with the conditions stated in this Agreement, and you provide a complete copy
|
| 126 |
+
of this Agreement with any such use, reproduction and distribution of LTX-2 and
|
| 127 |
+
any Derivatives thereof.
|
| 128 |
+
|
| 129 |
+
4. Use-based restrictions. The restrictions set forth in Attachment A are
|
| 130 |
+
considered Use-based restrictions. Therefore, you cannot use LTX-2 and the
|
| 131 |
+
Derivatives of LTX-2 in violation of the specified restricted uses. You may use
|
| 132 |
+
LTX-2 subject to this Agreement, including only for lawful purposes and in
|
| 133 |
+
accordance with the Agreement. "Use" may include creating any content with,
|
| 134 |
+
fine-tuning, updating, running, training, evaluating and/or re-parametrizing
|
| 135 |
+
LTX-2. You shall require all of your users who use LTX-2 or a Derivative of
|
| 136 |
+
LTX-2 to comply with the terms of this paragraph 4.
|
| 137 |
+
|
| 138 |
+
5. The Output You Generate. Except as set forth herein, Licensor claims no
|
| 139 |
+
rights in the Output you generate using LTX-2. You are accountable for input
|
| 140 |
+
you insert into LTX-2, the Output you generate and its subsequent uses. No use
|
| 141 |
+
of the Output can contravene any provision as stated in the Agreement.
|
| 142 |
+
|
| 143 |
+
6. Updates and Runtime Restrictions. To the maximum extent permitted by law,
|
| 144 |
+
Licensor reserves the right to restrict (remotely or otherwise) usage of LTX-2
|
| 145 |
+
in violation of this Agreement, update LTX-2 through electronic means, or
|
| 146 |
+
modify the Output of LTX-2 based on updates. You shall undertake reasonable
|
| 147 |
+
efforts to use the latest version of LTX-2. Any use of the non-current version
|
| 148 |
+
of LTX-2 is done solely at your risk.
|
| 149 |
+
|
| 150 |
+
7. Export Controls and Sanctions Compliance. You acknowledge that LTX-2,
|
| 151 |
+
Derivatives of LTX-2 may be subject to export control laws and regulations,
|
| 152 |
+
including but not limited to the U.S. Export Administration Regulations and
|
| 153 |
+
sanctions programs administered by the Office of Foreign Assets Control (OFAC).
|
| 154 |
+
You represent and warrant that you and any users of LTX-2 are not (i) located
|
| 155 |
+
in, organized under the laws of, or ordinarily resident in any country or
|
| 156 |
+
territory subject to comprehensive sanctions; (ii) identified on any U.S.
|
| 157 |
+
government restricted party list, including the Specially Designated Nationals
|
| 158 |
+
and Blocked Persons List; or (iii) otherwise prohibited from receiving LTX-2
|
| 159 |
+
under applicable law. You shall not export, re-export, or transfer LTX-2,
|
| 160 |
+
directly or indirectly, in violation of any applicable export control or
|
| 161 |
+
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
|
| 175 |
+
responsible for determining the appropriateness of using or redistributing
|
| 176 |
+
LTX-2 and Derivatives of LTX-2 and assume any risks associated with your
|
| 177 |
+
exercise of permissions under this Agreement.
|
| 178 |
+
|
| 179 |
+
10. Limitation of Liability. In no event and under no legal theory, whether in
|
| 180 |
+
tort (including negligence), contract, or otherwise, unless required by
|
| 181 |
+
applicable law (such as deliberate and grossly negligent acts) or agreed to in
|
| 182 |
+
writing, shall Licensor be liable to you for damages, including any direct,
|
| 183 |
+
indirect, special, incidental, or consequential damages of any character
|
| 184 |
+
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
|
| 186 |
+
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.
|
| 189 |
+
|
| 190 |
+
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.
|
| 199 |
+
|
| 200 |
+
12. Governing Law. This Agreement and all relations, disputes, claims and other
|
| 201 |
+
matters arising hereunder (including non-contractual disputes or claims) will
|
| 202 |
+
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
|
| 210 |
+
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
|
| 214 |
+
parties.
|
| 215 |
+
|
| 216 |
+
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
|
| 220 |
+
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
|
| 226 |
+
shall survive termination of this Agreement. Termination does not relieve you
|
| 227 |
+
of any obligations incurred prior to termination, including payment obligations
|
| 228 |
+
under Section 2. In. addition, if You commence a lawsuit or other proceedings
|
| 229 |
+
(including a cross-claim or counterclaim in a lawsuit) against Licensor or any
|
| 230 |
+
person or entity alleging that LTX-2 or any Output, or any portion of any of
|
| 231 |
+
the foregoing, infringe any intellectual property or other right owned or
|
| 232 |
+
licensable by you, then all licenses granted to you under this Agreement shall
|
| 233 |
+
terminate as of the date such lawsuit or other proceeding is filed.
|
| 234 |
+
|
| 235 |
+
14. Disputes and Arbitration. All disputes arising in connection with this
|
| 236 |
+
Agreement shall be finally settled by arbitration under the Rules of
|
| 237 |
+
Arbitration of the International Chamber of Commerce ("ICC Rules"), by one (1)
|
| 238 |
+
arbitrator appointed in accordance with the ICC Rules. The seat of arbitration
|
| 239 |
+
shall be New York, NY, USA, and the proceedings shall be conducted in English.
|
| 240 |
+
The arbitrator shall be empowered to grant any relief that a court could grant.
|
| 241 |
+
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.
|
| 244 |
+
|
| 245 |
+
15. If any provision of this Agreement is held to be invalid, illegal or
|
| 246 |
+
unenforceable, the remaining provisions shall be unaffected thereby and remain
|
| 247 |
+
valid as if such provision had not been set forth herein.
|
| 248 |
+
|
| 249 |
+
END OF TERMS AND CONDITIONS
|
| 250 |
+
|
| 251 |
+
Attachment A
|
| 252 |
+
|
| 253 |
+
Use Restrictions
|
| 254 |
+
|
| 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
|
| 257 |
+
or its Derivatives in any of the following ways:
|
| 258 |
+
|
| 259 |
+
(a) In any way that violates any applicable national, federal, state, local or
|
| 260 |
+
international law or regulation;
|
| 261 |
+
|
| 262 |
+
(b) For the purpose of exploiting, Harming or attempting to exploit or Harm
|
| 263 |
+
minors in any way;
|
| 264 |
+
|
| 265 |
+
(c) To generate or disseminate false information and/or content with the
|
| 266 |
+
purpose of Harming others;
|
| 267 |
+
|
| 268 |
+
(d) To generate or disseminate personal identifiable information that can be
|
| 269 |
+
used to Harm an individual;
|
| 270 |
+
|
| 271 |
+
(e) To generate or disseminate information and/or content (e.g. images, code,
|
| 272 |
+
posts, articles), and place the information and/or content in any context (e.g.
|
| 273 |
+
bot generating tweets) without expressly and intelligibly disclaiming that the
|
| 274 |
+
information and/or content is machine generated;
|
| 275 |
+
|
| 276 |
+
(f) To defame, disparage or otherwise harass others;
|
| 277 |
+
|
| 278 |
+
(g) To impersonate or attempt to impersonate (e.g. deepfakes) others without
|
| 279 |
+
their consent;
|
| 280 |
+
|
| 281 |
+
(h) For fully automated decision making that adversely impacts an individual's
|
| 282 |
+
legal rights or otherwise creates or modifies a binding, enforceable obligation;
|
| 283 |
+
|
| 284 |
+
(i) For any use intended to or which has the effect of discriminating against
|
| 285 |
+
or Harming individuals or groups based on online or offline social behavior or
|
| 286 |
+
known or predicted personal or personality characteristics;
|
| 287 |
+
|
| 288 |
+
(j) To exploit any of the vulnerabilities of a specific group of persons based
|
| 289 |
+
on their age, social, physical or mental characteristics, in order to
|
| 290 |
+
materially distort the behavior of a person pertaining to that group in a
|
| 291 |
+
manner that causes or is likely to cause that person or another person physical
|
| 292 |
+
or psychological Harm;
|
| 293 |
+
|
| 294 |
+
(k) For any use intended to or which has the effect of discriminating against
|
| 295 |
+
individuals or groups based on legally protected characteristics or categories;
|
| 296 |
+
|
| 297 |
+
(a) To provide medical advice and medical results interpretation;
|
| 298 |
+
|
| 299 |
+
(l) To generate or disseminate information for the purpose to be used for
|
| 300 |
+
administration of justice, law enforcement, immigration or asylum processes,
|
| 301 |
+
such as predicting an individual will commit fraud/crime commitment (e.g. by
|
| 302 |
+
text profiling, drawing causal relationships between assertions made in
|
| 303 |
+
documents, indiscriminate and arbitrarily-targeted use);
|
| 304 |
+
|
| 305 |
+
(m) To generate and/or disseminate malware (including - but not limited to -
|
| 306 |
+
ransomware) or any other content to be used for the purpose of harming
|
| 307 |
+
electronic systems;
|
| 308 |
+
|
| 309 |
+
(n) To engage in, promote, incite, or facilitate discrimination or other
|
| 310 |
+
unlawful of harmful conduct in the provision of employment, employment
|
| 311 |
+
benefits, credit, housing, or other essential goods and services;
|
| 312 |
+
|
| 313 |
+
(o) To engage in, promote, incite, or facilitate the harassment, abuse,
|
| 314 |
+
threatening, or bullying of individuals or groups of individuals;
|
| 315 |
+
|
| 316 |
+
(p) For military, warfare, nuclear industries or applications, weapons
|
| 317 |
+
development, or any use in connection with activities that may cause death,
|
| 318 |
+
personal injury, or severe physical or environmental damage;
|
| 319 |
+
|
| 320 |
+
(q) For commercial use only: To train, improve, or fine-tune any other machine
|
| 321 |
+
learning model, artificial intelligence system, or competing model, except for
|
| 322 |
+
Derivatives of LTX-2 as expressly permitted under this Agreement;
|
| 323 |
+
|
| 324 |
+
(r) To circumvent, disable, or interfere with any technical limitations, safety
|
| 325 |
+
features, content filters, or use restrictions implemented in LTX-2 by Licensor;
|
| 326 |
+
|
| 327 |
+
(s) To use LTX-2 or Derivatives of LTX-2 in any product, service, or
|
| 328 |
+
application that directly competes with Licensor's commercial products or
|
| 329 |
+
services, or is designed to replace or substitute Licensor's offerings in the
|
| 330 |
+
market, without obtaining a separate commercial license from Licensor.
|