THESE PLATFORM TERMS AND CONDITIONS (THE “TERMS”) GOVERNS CUSTOMER’S RECEIPT AND USE OF LILT, INC.’S (“LILT”) PLATFORM AND RELATED SERVICES AND IS INCORPORATED INTO AND GOVERNED BY THE APPLICABLE LILT MASTER SERVICES AGREEMENT ("AGREEMENT). CAPITALIZED TERMS USED HEREIN HAVE THE DEFINITIONS SET FORTH IN THE AGREEMENT.

BY ACCEPTING THESE TERMS, BY (A) CLICKING A BOX INDICATING ACCEPTANCE OR TAKING SOME OTHER, SIMILAR ACTION TO INDICATE ACCEPTANCE, (B) EXECUTING AN ORDERING DOCUMENT THAT REFERENCES THESE TERMS, OR (C) RECEIVING THE PLATFORM AND RELATED SERVICES, THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF THE INDIVIDUAL IS ACCEPTING THESE TERMS (“CUSTOMER”) AGREES TO THE TERMS AND CONDITIONS SET FORTH HEREIN.

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1.      Platform Description and Limited License. Lilt is the owner and operator of an artificial intelligence tool and online, hosted service that assists customers with translating documents and other information (the “Platform”). If stated on an Ordering Document for a specified period (“Subscription Period”), Lilt grants a limited, non-exclusive, non-transferable, revocable license to Customer and its authorized employees and contractors working for the benefit of Customer (“Users”) to use the Platform during the Subscription Period to provide Customer Materials to Lilt, receive the Deliverables from Lilt, and otherwise facilitate the provision of Services.

1.2.      Support. Lilt will use commercially reasonable efforts to provide basic technical support for the Platform (“Support Services”).

1.3.      Use Restrictions. Customer agrees that it will not and will not allow third parties or Users of the Platform to directly or indirectly use the Platform to: (i) harass, threaten, impersonate or intimidate anyone; (ii) upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, violate another’s privacy rights, hateful, or racially, ethnically or otherwise objectionable, or makes unauthorized disclosure of confidential or proprietary information or trade secrets; (iii) infringe, violate or misappropriate the intellectual property, publicity, privacy or other rights of any third party; (iv) violate any applicable law, rule or regulation; (v) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate links” or any other form of solicitation; (vi) transmit any worms or viruses or any code of a destructive nature; (vii) interfere with or damage the Platform, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (viii) bypass Lilt’s robot exclusion headers, interfere with the working of the Platform, or impose an unreasonable load on Lilt’s infrastructure; or (ix) claim or suggest an affiliation, sponsorship or endorsement on the part of Lilt. In addition, Customer agrees that it will not and will not allow third parties or Users of the Platform to directly or indirectly (a) modify, translate, copy or create derivative works based on the Platform, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Platform, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Lilt-branding contained in or on the Platform, (e) test, evaluate, or otherwise use the Platform with any products competitive with the products of Lilt; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, or (g) use or access the Platform to build or support and/or assist a third party in building or supporting products or services competitive to the Platform.

1.4.      Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation, and Ordering Documents, (b) be responsible for the accuracy, quality and legality of Customer Materials, including the means by which Customer acquired Customer Materials, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify Lilt promptly of any such unauthorized access or use, and (d) be responsible for the security and confidentiality of User’s passwords and login information in its possession. Any use of the Platform in breach of the foregoing by Customer or Users that in Lilt’s judgment threatens the security, integrity or availability of Lilt’s Services, may result in Lilt’s immediate suspension of provision of the Services and access to the Platform, however Lilt will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

1.5.      Removal of Customer Materials. If Customer or Lilt receives notice that Customer Materials must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the “Use Restrictions” section above, Customer will promptly do so. If Customer does not take such action, Lilt may remove the applicable Customer Materials until the potential violation is resolved. If requested by Lilt, Customer will confirm such deletion and discontinuance of use in writing and Lilt will be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as required.

1.6.      Ownership of the Service. Lilt owns all right, title and interest in and to the Platform, and all updates, upgrades, bug fixes, changes, patches, or other modifications to the foregoing or derivative works of the foregoing including all related intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly set forth herein. For the avoidance of doubt, Customer has no right to receive a copy of the software underlying the Service.

1.7.      User Information. In order to use the Platform, Customer and its Users are required to provide User Information and other information in order to access the Platform. Customer grants Lilt and its subcontractors the right to store, process and retrieve the information associated with Customer’s account, such as username, and password and any personally identifiable information including, without limitation, Users’ names and email address the User’s occupation, and the industry in which the User works (“User Information”), provided to Lilt in connection with Customer’s use of the Platform. Customer represents and warrants that it has obtained express written consent from its Users to transfer User Information to Lilt and to process the User Information as contemplated by the Users’ use of the Platform. Customer (on behalf of its Users) grants Lilt the right to access, use, process, copy, distribute, perform, export and display User Information, only as reasonably necessary (a) to provide the Services and Platform to Customer (including the transfer of User Information to us); (b) to prevent or address Platform, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer.

1.8.      Platform Data. As Lilt operates the Platform, Lilt collects data pertaining to the performance of the Platform and measures of the operation of the Platform (“Platform Data”). Notwithstanding anything else to the contrary herein and provided that no personal identifying information of Customer is disclosed to any third party, the parties agree that Lilt is free to use the Platform Data to improve its Platform and Services. Lilt owns all right, title, and interest in and to such Platform Data. For clarity, this section does not give Lilt the right to identify Customer as the source of any Platform Data.

1.9.      Beta Products. Lilt may occasionally make new services or new features of its existing Platform available to Customer for evaluation and testing (each, a “Beta Product(s)”). Beta Products will only be made available to Customers that agree to test such products either in writing (email acceptable) or through the Platform. For the avoidance of doubt, whether Customer chooses to use the Beta Products is completely within Customer’s control. If Customer chooses to use a Beta Product, Customer understands and agree that Beta Products are made available on an “AS IS,” and “AS AVAILABLE” basis and without any warranties, indemnities, or support commitments of any kind.

1.10.      Machine Learning. Customer acknowledges that a fundamental component of the Services provided through the Platform, whether directly or indirectly, includes a method of optimization that uses computer programming to analyze data taught and trained from Customer Materials, creating a set of algorithms that extract knowledge from such data through statistical learning (“Machine Learning”). Therefore, Customer hereby grants to Lilt a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, and display any Customer Materials incorporated into the Machine Learning, without obligation or restriction, for purposes of creating and using the Machine Learning. Excluding Customer Materials, such Machine Learning, including the method of optimization and the algorithms, are the exclusive property of Lilt and Lilt owns all right, title, and interest to the Machine Learning.

1.11.      Third Party AI Tools. If stated on an Ordering Document, Customer acknowledges and agrees that Lilt’s copyediting product, Lilt Create, includes links to third party generative AI tools (“Third Party AI Tools”) which are subject to separate terms and conditions. By licensing Lilt Create, Customer agrees, on behalf of itself and its Users, to the Third Party AI Tools’ terms and conditions, and grants Lilt the full right and permission to upload Customer Materials and Confidential Information into such Third Party AI Tool, whether by Lilt or Customer. If Customer does not agree to the foregoing, Customer must discontinue use of Lilt Create immediately. Customer acknowledges and agrees that such Third Party AI Tools are not under Lilt’s control. Lilt disclaims any and all liability for such Third Party AI Tools or Customer or its User’s use thereof.