Last Updated: May 10, 2023

These Lilt Cloud Platform Terms (the “Platform Terms”) supplement and are incorporated by reference into the Lilt Master Services Agreement (“Agreement”). These Platform Terms apply solely to the Platform described herein and are effective for the Term of the Agreement. Capitalized terms defined in the Agreement apply to these Platform Terms.

1.1.  Platform Use and Description. Lilt is also the owner and operator of an artificial intelligence tool and online, hosted service that assists customers with translating documents and other information (the “Platform”). For Customers receiving Services from Lilt, Customer may (if directed by Lilt) use the Platform for the sole purpose of providing the Customer Materials to and receiving the Deliverables from Lilt. If purchased under an Order Form for a specified period (“Subscription Period”), Customer and its authorized employees and contractors working for the benefit of Customer (“Users”) may use and access the Platform during such Subscription Period (and any Renewal Periods, as defined below) for the purpose of translating Customer Materials.

1.2.  Support. Lilt will make 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: (i) harass, threaten, impersonate or intimidate anyone; (ii) upload, post, email, transmit or otherwise provide any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or makes unauthorized disclosure of confidential or proprietary information or trade secrets to the Platform; (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) 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; (vi) bypass Lilt’s robot exclusion headers, interfere with the working of the Platform, or impose an unreasonable or disproportionately large load on Lilt’s infrastructure; (vii) modify, translate, copy or create derivative works based on the Platform, (viii) 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, (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party, (x) remove or obscure any copyright, trademark or other proprietary notices, legends or Lilt-branding contained in or on the Platform, or (xi) 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 Order Forms, (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 or the “Use Restrictions” section above 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.   User Information. In order to sign into and use the Platform, Customer and its Users will provide Lilt with a username, password, and any other personally identifiable information reasonably requested by Lilt, which may include Users’ name, and email address, occupation, and relevant industry (“User Information”). Customer represents and warrants that it has the appropriate rights required to lawfully transfer User Information to Lilt and for Lilt to process the User Information as contemplated herein.  Customer (on behalf of its Users) grants Lilt and its subcontractors the right to access, use, process, access, retrieve, 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 the U.S.); (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.

1.6.   Removal of Customer Materials from the Platform. 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 in the Agreement, 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.

1.7.   Usage Data. As it operates the Platform, Lilt collects data pertaining to the performance of the Platform and measures of the operation of the Platform (“Usage Data”). Notwithstanding anything else to the contrary herein, provided that the Usage Data (i) does not contain Customer’s Confidential Information, and (ii) no personal identifying information of Customer is disclosed to any third party, the parties agree that Lilt is free to use the Usage Data to internally improve its own products and services. Excluding any personal identifying information of Customer, Lilt owns all right, title, and interest in and to such Usage Data. For clarity, this section does not give Lilt the right to identify Customer as the source of any Usage Data. In the event Customer or its Users do not access or use the Platform, this section will not apply.

1.8.   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 that is aggregated and anonymized, 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 integrated into the Machine Learning, without obligation or restriction, for purposes of creating and using the Machine Learning. Excluding Customer Materials, Lilt owns all right, title, and interest to the Machine Learning, including the method of optimization and the algorithms. 

1.9 Beta Products. Lilt may occasionally make new services or new features of its existing Platform available to Customer for evaluation (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 agrees 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.