| LTX-2 Community License Agreement |
| License date: January 5, 2026 |
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| By using or distributing any portion or element of LTX-2, you agree |
| to be bound by this Agreement. |
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|
| 1. Definitions. |
|
|
| "Agreement" means the terms and conditions for the license, use, |
| reproduction, and distribution of LTX-2 and the Complementary |
| Materials, as specified in this document. |
|
|
| "Control" means the direct or indirect ownership of more than |
| fifty percent (50%) of the voting securities or other ownership |
| interests, or the power to direct the management and policies of |
| such Entity through voting rights, contract, or otherwise. |
|
|
| "Data" means a collection of information and/or content extracted |
| from the dataset used with LTX-2, including to train, pretrain, |
| or otherwise evaluate LTX-2. The Data is not licensed under this |
| Agreement. |
|
|
| "Derivatives of LTX-2" means all modifications to LTX-2, works |
| based on LTX-2, or any other model which is created or initialized |
| by transfer of patterns of the weights, parameters, activations or |
| output of LTX-2, to the other model, in order to cause the other |
| model to perform similarly to LTX-2, including – but not limited |
| to - distillation methods entailing the use of intermediate data |
| representations or methods based on the generation of synthetic |
| data by LTX-2 for training the other model. For clarity, Derivatives |
| of LTX-2 include: (i) any fine-tuned or adapted weights, parameters, |
| or checkpoints derived from LTX-2 |
| that incorporate or are based upon LTX-2's architecture; and |
| (iii) any modified or extended versions of the Complementary |
| Materials. All intellectual property rights in Derivatives of LTX-2 |
| shall be subject to the terms of this Agreement, and you may not |
| claim exclusive ownership rights in any Derivatives of LTX-2 that |
| would restrict the rights granted herein. |
| |
| "Entity" means any individual, corporation, partnership, limited |
| liability company, or other legal entity. For purposes of this |
| Agreement, an Entity shall be deemed to include, on an aggregative |
| basis, all subsidiaries, affiliates, and other companies under |
| common Control with such Entity. When determining whether an Entity |
| meets any threshold under this Agreement (including revenue |
| thresholds), all subsidiaries, affiliates, and companies under |
| common Control shall be considered collectively. |
| |
| "Harm" includes but is not limited to physical, mental, |
| psychological, financial and reputational damage, pain, or loss. |
| |
| "Licensor" or "Lightricks" means the owner that is granting the |
| license under this Agreement. For the purposes of this Agreement, |
| the Licensor is Lightricks Ltd. |
| |
| "LTX-2" means the large language models, text/image/video/audio/3D |
| generation models, and multimodal large language models and their |
| software and algorithms, including trained model weights, parameters |
| (including optimizer states), machine-learning model code, |
| inference-enabling code, training-enabling code, fine-tuning |
| enabling code, accompanying source code, scripts, documentation, |
| tutorials, examples, and all other elements of the foregoing |
| distributed and made publicly available by Lightricks (including, |
| for example, at https://github.com/Lightricks/LTX-2) for the LTX-2 |
| model released on January 5, 2026. This license is applicable to |
| all LTX-2 versions released since January 5, 2026, and all future |
| releases of LTX-2 under this license. |
| |
| "Output" means the results of operating LTX-2 as embodied in |
| informational content resulting therefrom. |
| |
| "you" (or "your") means an individual or legal Entity licensing |
| LTX-2 in accordance with this Agreement and/or making use of LTX-2 |
| for whichever purpose and in any field of use, including usage of |
| LTX-2 in an end-use application - e.g. chatbot, translator, image |
| generator. |
| |
| 2. Grant of License. Subject to the terms and conditions of this |
| Agreement, you are granted a non-exclusive, worldwide, |
| non-transferable and royalty-free limited license under Licensor's |
| intellectual property or other rights owned by Licensor embodied |
| in LTX-2 to use, reproduce, prepare, distribute, publicly display, |
| publicly perform, sublicense, copy, create derivative works of, |
| and make modifications to LTX-2, for any purpose, subject to the |
| restrictions set forth in Attachment A |
| Entities with annual revenues of at least $10,000,000 (the |
| "Commercial Entities") are required to obtain a paid commercial |
| use license in order to use LTX-2 and Derivatives of LTX-2, |
| subject to the terms and provisions of a different license (the |
| "Commercial Use Agreement"), as will be provided by the Licensor. |
| Commercial Entities interested in such a commercial license are |
| required to contact Licensor. Any commercial use of LTX-2 or |
| Derivatives of LTX-2 by the Commercial Entities not in accordance |
| with this Agreement and/or the Commercial Use Agreement is strictly |
| prohibited and shall be deemed a material breach of this Agreement. |
| Such material breach will be subject, in addition to any license |
| fees owed to Licensor for the period such Commercial Entity used |
| LTX-2 (as will be determined by Licensor), to liquidated damages, |
| which will be paid to Licensor immediately upon demand, in an |
| amount equal to double the amount that would otherwise have been |
| paid by you for the relevant period of time. Such amount reflects |
| a reasonable estimation of the losses and administrative costs |
| incurred due to such breach. You agree and understand that this |
| remedy does not limit the Licensor's right to pursue other remedies |
| available at law or equity. |
| |
| 3. Distribution and Redistribution. You may host for third parties |
| remote access purposes (e.g. software-as-a-service), reproduce |
| and distribute copies of LTX-2 or Derivatives of LTX-2 thereof in |
| any medium, with or without modifications, provided that you meet |
| the following conditions: |
| |
| (a) Use-based restrictions as referenced in paragraph 4 and all |
| provisions of Attachment A MUST be included as an enforceable |
| provision by you in any type of legal agreement (e.g. a |
| license) governing the use and/or distribution of LTX-2 or |
| Derivatives of LTX-2, and you shall give notice to subsequent |
| users you distribute to, that LTX-2 or Derivatives of LTX-2 |
| are subject to paragraph 4 and Attachment A in their entirety, |
| including all use restrictions and acceptable use policies; |
| |
| (b) You must provide any third party recipients of LTX-2 or |
| Derivatives of LTX-2 a copy of this Agreement, including all |
| attachments and use policies. Any Derivative of LTX-2 (as |
| defined in Section 1, including but not limited to fine-tuned |
| weights, modified training code, models trained on Outputs, or |
| any other derivative) must be distributed exclusively under |
| the terms of this Agreement with a complete copy of this |
| license included; |
| |
| (c) You must cause any modified files to carry prominent notices |
| stating that you changed the files; |
| |
| (d) You must retain all copyright, patent, trademark, and |
| attribution notices excluding those notices that do not |
| pertain to any part of LTX-2, Derivatives of LTX-2. |
| |
| You may add your own copyright statement to your modifications and |
| may provide additional or different license terms and conditions - |
| respecting paragraph 3(a) - for use, reproduction, or distribution |
| of your modifications, or for any such Derivatives of LTX-2 as a |
| whole, provided your use, reproduction, and distribution of LTX-2 |
| otherwise complies with the conditions stated in this Agreement, |
| and you provide a complete copy of this Agreement with any such |
| use, reproduction and distribution of LTX-2 and any Derivatives |
| thereof. |
| |
| 4. Use-based restrictions. The restrictions set forth in Attachment A |
| are considered Use-based restrictions. Therefore, you cannot use |
| LTX-2 and the Derivatives of LTX-2 in violation of the specified |
| restricted uses. You may use LTX-2 subject to this Agreement, |
| including only for lawful purposes and in accordance with the |
| Agreement. "Use" may include creating any content with, fine-tuning, |
| updating, running, training, evaluating and/or re-parametrizing |
| LTX-2. You shall require all of your users who use LTX-2 or a |
| Derivative of LTX-2 to comply with the terms of this paragraph 4. |
| |
| 5. The Output You Generate. Except as set forth herein, Licensor |
| claims no rights in the Output you generate using LTX-2. You are |
| accountable for input you insert into LTX-2, the Output you |
| generate and its subsequent uses. No use of the Output can |
| contravene any provision as stated in the Agreement. |
| |
| 6. Updates and Runtime Restrictions. To the maximum extent permitted |
| by law, Licensor reserves the right to restrict (remotely or |
| otherwise) usage of LTX-2 in violation of this Agreement, update |
| LTX-2 through electronic means, or modify the Output of LTX-2 |
| based on updates. You shall undertake reasonable efforts to use |
| the latest version of LTX-2. Any use of the non-current version |
| of LTX-2 is done solely at your risk. |
| |
| 7. Export Controls and Sanctions Compliance. You acknowledge that |
| LTX-2, Derivatives of LTX-2 may be subject to export control laws |
| and regulations, including but not limited to the U.S. Export |
| Administration Regulations and sanctions programs administered by |
| the Office of Foreign Assets Control (OFAC). You represent and |
| warrant that you and any users of LTX-2 are not (i) located in, |
| organized under the laws of, or ordinarily resident in any country |
| or territory subject to comprehensive sanctions; (ii) identified |
| on any U.S. government restricted party list, including the |
| Specially Designated Nationals and Blocked Persons List; or |
| (iii) otherwise prohibited from receiving LTX-2 under applicable |
| law. You shall not export, re-export, or transfer LTX-2, directly |
| or indirectly, in violation of any applicable export control or |
| sanctions laws or regulations. You agree to comply with all |
| applicable trade control laws and shall indemnify and hold |
| Licensor harmless from any claims arising from your failure to |
| comply with such laws. |
| |
| 8. Trademarks and related. Nothing in this Agreement permits you to |
| make use of Licensor's trademarks, trade names, logos or to |
| otherwise suggest endorsement or misrepresent the relationship |
| between the parties |
| are reserved by the Licensor. |
|
|
| 9. Disclaimer of Warranty. Unless required by applicable law or |
| agreed to in writing, Licensor provides LTX-2 on an "AS IS" BASIS, |
| WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or |
| implied, including, without limitation, any warranties or |
| conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS |
| FOR A PARTICULAR PURPOSE. You are solely responsible for |
| determining the appropriateness of using or redistributing LTX-2 |
| and Derivatives of LTX-2 and assume any risks associated with |
| your exercise of permissions under this Agreement. |
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|
| 10. Limitation of Liability. In no event and under no legal theory, |
| whether in tort (including negligence), contract, or otherwise, |
| unless required by applicable law (such as deliberate and grossly |
| negligent acts) or agreed to in writing, shall Licensor be liable |
| to you for damages, including any direct, indirect, special, |
| incidental, or consequential damages of any character arising as |
| a result of this Agreement or out of the use or inability to use |
| LTX-2 (including but not limited to damages for loss of goodwill, |
| work stoppage, computer failure or malfunction, or any and all |
| other commercial damages or losses), even if Licensor has been |
| advised of the possibility of such damages. |
|
|
| 11. Accepting Warranty or Additional Liability. While redistributing |
| LTX-2 and Derivatives of LTX-2, you may, provided you do not |
| violate the terms of this Agreement, choose to offer and charge |
| a fee for, acceptance of support, warranty, indemnity, or other |
| liability obligations. However, in accepting such obligations, |
| you may act only on your own behalf and on your sole |
| responsibility, not on behalf of Licensor, and only if you agree |
| to indemnify, defend, and hold Licensor harmless for any liability |
| incurred by, or claims asserted against Licensor, by reason of |
| your accepting any such warranty or additional liability. |
|
|
| 12. Governing Law. This Agreement and all relations, disputes, claims |
| and other matters arising hereunder (including non-contractual |
| disputes or claims) will be governed exclusively by, and construed |
| exclusively in accordance with, the laws of the State of New York. |
| To the extent permitted by law, choice of laws rules and the |
| United Nations Convention on Contracts for the International Sale |
| of Goods will not apply. For the purposes of adjudicating any |
| action or proceeding to enforce the terms of this Agreement, you |
| hereby irrevocably consent to the exclusive jurisdiction of, and |
| venue in, the federal and state courts located in the County of |
| New York within the State of New York. The prevailing party in |
| any claim or dispute between the parties under this Agreement |
| will be entitled to reimbursement of its reasonable attorneys' |
| fees and costs. You hereby waive the right to a trial by jury, |
| to participate in a class or representative action (including in |
| arbitration), or to combine individual proceedings in court or |
| in arbitration without the consent of all parties. |
| |
| 13. Term and Termination. This Agreement is effective upon your |
| acceptance and continues until terminated. Licensor may terminate |
| this Agreement immediately upon written notice to you if you |
| breach any provision of this Agreement, including but not limited |
| to violations of the use restrictions in Attachment A or |
| unauthorized commercial use. Upon termination: (a) all rights |
| granted to you under this Agreement will immediately cease; |
| (b) you must immediately cease all use of LTX-2 and Derivatives |
| of LTX-2; (c) you must delete or destroy all copies of LTX-2 |
| and Derivatives of LTX-2 in your possession or control; and |
| (d) you must notify any third parties to whom you distributed |
| LTX-2 or Derivatives of LTX-2 of the termination. Sections 8-13, |
| and Section 15 shall survive termination of this Agreement. |
| Termination does not relieve you of any obligations incurred |
| prior to termination, including payment obligations under |
| Section 2. In addition, if You commence a lawsuit or other |
| proceedings (including a cross-claim or counterclaim in a lawsuit) |
| against Licensor or any person or entity alleging that LTX-2 or |
| any Output, or any portion of any of the foregoing, infringe any |
| intellectual property or other right owned or licensable by you, |
| then all licenses granted to you under this Agreement shall |
| terminate as of the date such lawsuit or other proceeding is filed. |
| |
| 14. Disputes and Arbitration. All disputes arising in connection with |
| this Agreement shall be finally settled by arbitration under the |
| Rules of Arbitration of the International Chamber of Commerce |
| ("ICC Rules"), by one (1) arbitrator appointed in accordance with |
| the ICC Rules. The seat of arbitration shall be New York, NY, USA, |
| and the proceedings shall be conducted in English. The arbitrator |
| shall be empowered to grant any relief that a court could grant. |
| Judgment on the arbitration award may be entered by any court |
| having jurisdiction thereof. Each party waives its right to a |
| trial by jury and to participate in any class or representative |
| action. |
| |
| 15. If any provision of this Agreement is held to be |
| invalid, illegal |
| or unenforceable, the remaining provisions shall be unaffected |
| thereby and remain valid as if such provision had not been set |
| forth herein. |
| |
| END OF TERMS AND CONDITIONS |
| |
| ATTACHMENT A: Use Restrictions |
| |
| When using the Outputs, LTX-2 and any Derivatives thereof, you |
| will comply with the Acceptable Use Policy. In addition, you |
| agree not to use the Outputs, LTX-2 or its Derivatives in any |
| of the following ways: |
| |
| 1. In any way that violates any applicable national, federal, |
| state, local or international law or regulation; |
| |
| 2. For the purpose of exploiting, Harming or attempting to |
| exploit or Harm minors in any way; |
| |
| 3. To generate or disseminate false information and/or content |
| with the purpose of Harming others; |
| |
| 4. To generate or disseminate personal identifiable information |
| that can be used to Harm an individual; |
| |
| 5. To generate or disseminate information and/or content (e.g. |
| images, code, posts, articles), and place the information |
| and/or content in any context (e.g. bot generating tweets) |
| without expressly and intelligibly disclaiming that the |
| information and/or content is machine generated; |
| |
| 6. To defame, disparage or otherwise harass others; |
| |
| 7. To impersonate or attempt to impersonate (e.g. deepfakes) |
| others without their consent; |
| |
| 8. For fully automated decision making that adversely impacts an |
| individual's legal rights or otherwise creates or modifies a |
| binding, enforceable obligation; |
|
|
| 9. For any use intended to or which has the effect of |
| discriminating against or Harming individuals or groups based |
| on online or offline social behavior or known or predicted |
| personal or personality characteristics; |
|
|
| 10. To exploit any of the vulnerabilities of a specific group of |
| persons based on their age, social, physical or mental |
| characteristics, in order to materially distort the behavior |
| of a person pertaining to that group in a manner that causes |
| or is likely to cause that person or another person physical |
| or psychological Harm; |
|
|
| 11. For any use intended to or which has the effect of |
| discriminating against individuals or groups based on legally |
| protected characteristics or categories; |
|
|
| 12. To provide medical advice and medical results interpretation; |
|
|
| 13. To generate or disseminate information for the purpose to be |
| used for administration of justice, law enforcement, |
| immigration or asylum processes, such as predicting an |
| individual will commit fraud/crime commitment (e.g. by text |
| profiling, drawing causal relationships between assertions |
| made in documents, indiscriminate and arbitrarily-targeted use); |
|
|
| 14. To generate and/or disseminate malware (including – but not |
| limited to – ransomware) or any other content to be used for |
| the purpose of harming electronic systems; |
|
|
| 15. To engage in, promote, incite, or facilitate discrimination |
| or other unlawful or harmful conduct in the provision of |
| employment, employment benefits, credit, housing, or other |
| essential goods and services; |
|
|
| 16. To engage in, promote, incite, or facilitate the harassment, |
| abuse, threatening, or bullying of individuals or groups of |
| individuals; |
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|
| 17. For military, warfare, nuclear industries or applications, |
| weapons development, or any use in connection with activities |
| that may cause death, personal injury, or severe physical or |
| environmental damage; |
|
|
| 18. For commercial use only: To train, improve, or fine-tune any |
| other machine learning model, artificial intelligence system, |
| or competing model, except for Derivatives of LTX-2 as |
| expressly permitted under this Agreement; |
|
|
| 19. To circumvent, disable, or interfere with any technical |
| limitations, safety features, content filters, or use |
| restrictions implemented in LTX-2 by Licensor; |
|
|
| 20. To use LTX-2 or Derivatives of LTX-2 in any product, service, |
| or application that directly competes with Licensor's |
| commercial products or services, or is designed to replace or |
| substitute Licensor's offerings in the market, without |
| obtaining a separate commercial license from Licensor. |