Last updated December 5, 2023

BY USING LILT CREATE, LICENSEE, ON BEHALF OF ITSELF AND ITS ORGANIZATION, INCLUDING ANY ORGANIZATION USERS (COLLECTIVELY THE “LICENSEE”) AGREES TO BE BOUND BY THESE LICENSE TERMS (“TERMS”).  IF LICENSEE DOES NOT AGREE TO THESE TERMS, LICENSEE SHOULD NOT USE LILT CREATE. USE OF LILT CREATE IMPLIES ACCEPTANCE OF THESE TERMS.

1. LICENSE. Lilt, Inc. (“Lilt”) is the owner and operator of an artificial intelligence tool that assists customers with translating documents and other information (“Platform”). Subject to the terms and conditions of these Terms, Lilt hereby grants to Licensee a limited, non-exclusive license to use the multilingual copyediting components of the Lilt Platform (“Lilt Create”) solely for Licensee’s internal use. Use of Lilt Create as a paid service shall be further subject to the terms in the applicable Lilt Master Services Agreement located at https://lilt.com/lilt-master-services-agreements (“MSA”), including any applicable subscription period.

2. EVALUATION. From time-to-time and in Lilt’s sole discretion, Lilt may make the Lilt Create product available for evaluation by the Licensee subject to this Section 2 and hereby grants to Licensee a non-transferable, non-exclusive, limited license to the Lilt Create evaluation version for Licensee’s internal evaluation and testing purposes. Licensee acknowledges and agrees that the Lilt Create product is a limited version of the Lilt Platform and translation services and not the version with full functionality. The parties specifically agree that the results of any evaluation shall not be disclosed to any third party without Lilt’s prior written consent. There is no charge for the use of Lilt Create by Licensee during any evaluation period, the length of which is determined by Lilt. Continued use of Lilt Create after the expiration of the evaluation period shall be subject to these Terms and the MSA.

3. OWNERSHIP AND COPYRIGHT. All right and title to the Platform, Lilt Create, and any related documentation and all copies thereof, remain exclusively with Lilt. Licensee shall not remove any copyright notices from any component of the Platform or Lilt Create and agrees to prevent any unauthorized copying thereof.

4. RESTRICTIONS. Licensee may not sell, assign, sublicense, lease, rent or otherwise distribute the Platform or Lilt Create for commercial purposes, whether in whole or in part, nor modify, reverse engineer, de-compile or disassemble the demonstration software, in whole or in part. Except as provided in this Agreement or in any accompanying documentation, Licensee may not reproduce the Platform or Lilt Create.

5. LICENSEE MATERIALS. Licensee will provide Lilt with all documents, data, files, information, materials, or resources that Lilt reasonably requests (“Licensee Materials”) in order for Lilt to provide the localization or translation services (“Services”) via the Platform and Lilt Create. Licensee hereby grants Lilt a limited license to use all Licensee Materials for the purposes of providing the Services. Licensee may not submit any Licensee Materials that include any personal information or data which may be subject to any data privacy or security laws. Licensee acknowledges and agrees that Lilt will be using and relying on the Licensee Materials, and that Licensee will be fully responsible for the accuracy or completeness of any of the Licensee Materials. Subject to Section 7, Licensee will own all right, title, and interest to any content based on Licensee Materials that is generated by Lilt Create. 

6. FEEDBACK. Licensee may from time-to-time provide suggestions, comments, or other feedback with respect to the Platform or Lilt Create (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Lilt specifically regarding the Platform or Lilt Create.  Licensee 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, display and otherwise distribute and exploit any Feedback, without obligation or restriction, except that Lilt will not identify Licensee as the provider of such Feedback.

7. MACHINE LEARNING. Licensee acknowledges that a fundamental component of the Lilt translation 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 Licensee Materials, creating a set of algorithms that extract knowledge from such data through statistical learning (“Machine Learning”). Therefore, Licensee 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 Licensee Materials integrated into the Machine Learning, without obligation or restriction, for purposes of creating and using the Machine Learning. Excluding Licensee Materials, such Machine Learning is the exclusive property of Lilt and Lilt owns all right, title, and interest to the Machine Learning, including the method of optimization and the algorithms therein.

8. THIRD PARTY GENERATIVE AI TOOLS. USE OF LILT CREATE INCLUDES LINKS TO THIRD PARTY GENERATIVE AI TOOLS (“THIRD PARTY AI TOOLS”), WHICH ARE SUBJECT TO SEPARATE TERMS. BY USING LILT CREATE, LICENSEE AGREES, ON BEHALF OF ITSELF AND ITS ORGANIZATION, TO THE THIRD PARTY AI TOOLS’ TERMS AND CONDITIONS, AND FULLY CONSENTS TO GRANTING LILT THE RIGHT TO UPLOAD LICENSEES’ MATERIAL AND INFORMATION INTO SUCH THIRD PARTY AI TOOL, WHETHER BY LILT OR LICENSEE, VIA LILT CREATE. IF LICENSEE DOES NOT AGREE TO THE FOREGOING, LICENSEE MUST DISCONTINUE USE OF LILT CREATE IMMEDIATELY. SUCH THIRD PARTY AI TOOLS ARE NOT UNDER LILT’S CONTROL AND LILT DISCLAIMS ANY AND ALL LIABILITY FOR SUCH THIRD PARTY AI TOOLS OR LICENSEE’S USE THEREOF.

9. DISCLAIMER OF WARRANTY. DURING ANY EVALUATION PERIOD, LILT CREATE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. LILT EXPRESSLY DISCLAIM ALL WARRANTIES THEREOF, WHETHER EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. LILT DOES NOT WARRANT THAT THE USE IN WHOLE OR IN PART OF LILT CREATE MEETS LICENSEE’S REQUIREMENTS OR BE INTERRUPTED OR ERROR FREE.

10. LIMITATION OF LIABILITIES. IN NO EVENT WILL LILT BE LIABLE FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO LICENSEE OR ANY OTHER PERSON OR ENTITY IN EXCESS OF ANY FEES PAID FOR THE SERVICES. IN NO EVENT WILL LILT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE DAMAGES OR OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RELATING TO OR IN CONNECTION WITH THE PLATFORM OR LILT CREATE, ANY DOCUMENTATION OR THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION  SHALL REMAIN FULLY OPERATIVE EVEN IF THE LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE.

11. TERMINATION. This Agreement shall commence on the date that Licensee starts use of the Services and, unless terminated earlier, shall automatically terminate upon the completion of the evaluation period, the length of which is determined by Lilt, or any subscription period for paid Services, as applicable.  Lilt may terminate this license at any time if Licensee is in breach of any of its terms and conditions. Upon termination, Licensee will immediately destroy or return all copies of Lilt Create and documentation to Lilt.

12. SEVERABILITY. If any provision of this Agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

13. WAIVER. The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

14. RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall create, or be deemed to create, a partnership or agency or employment relationship or between the Parties. 

15. APPLICABLE LAW AND JURISDICTION. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

16. ENTIRE AGREEMENT.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior and contemporaneous understandings, statements, warranties, representations and agreements, both oral and written, relating thereto.  This Agreement cannot be modified except in a writing signed by the parties.