LICENSE
| 1 | LTX-2 Community License Agreement |
| 2 | License date: January 5, 2026 |
| 3 | |
| 4 | |
| 5 | By using or distributing any portion or element of LTX-2, you agree |
| 6 | to be bound by this Agreement. |
| 7 | |
| 8 | 1. Definitions. |
| 9 | |
| 10 | "Agreement" means the terms and conditions for the license, use, |
| 11 | reproduction, and distribution of LTX-2 and the Complementary |
| 12 | Materials, as specified in this document. |
| 13 | |
| 14 | "Control" means the direct or indirect ownership of fifty percent |
| 15 | (50%) or more of the voting securities or other ownership |
| 16 | interests, or the power to direct the management and policies of |
| 17 | such Entity through voting rights, contract, or otherwise. |
| 18 | |
| 19 | "Data" means a collection of information and/or content extracted |
| 20 | from the dataset used with LTX-2, including to train, pretrain, |
| 21 | or otherwise evaluate LTX-2. The Data is not licensed under this |
| 22 | Agreement. |
| 23 | |
| 24 | "Derivatives of LTX-2" means all modifications to LTX-2, works |
| 25 | based on LTX-2, or any other model which is created or initialized |
| 26 | by transfer of patterns of the weights, parameters, activations or |
| 27 | output of LTX-2, to the other model, in order to cause the other |
| 28 | model to perform similarly to LTX-2, including – but not limited |
| 29 | to - distillation methods entailing the use of intermediate data |
| 30 | representations or methods based on the generation of synthetic |
| 31 | data by LTX-2 for training the other model. For clarity, Derivatives |
| 32 | of LTX-2 include: (i) any fine-tuned or adapted weights, parameters, |
| 33 | or checkpoints derived from LTX-2; (ii) derivative model architectures |
| 34 | that incorporate or are based upon LTX-2's architecture; and |
| 35 | (iii) any modified or extended versions of the Complementary |
| 36 | Materials. All intellectual property rights in Derivatives of LTX-2 |
| 37 | shall be subject to the terms of this Agreement, and you may not |
| 38 | claim exclusive ownership rights in any Derivatives of LTX-2 that |
| 39 | would restrict the rights granted herein. |
| 40 | "Entity" means any individual, corporation, partnership, limited |
| 41 | liability company, or other legal entity. For purposes of this |
| 42 | Agreement, an Entity shall be deemed to include, on an aggregative |
| 43 | basis, all subsidiaries, affiliates, and other companies under |
| 44 | common Control with such Entity. When determining whether an Entity |
| 45 | meets any threshold under this Agreement (including revenue |
| 46 | thresholds), all subsidiaries, affiliates, and companies under |
| 47 | common Control shall be considered collectively. |
| 48 | "Harm" includes but is not limited to physical, mental, |
| 49 | psychological, financial and reputational damage, pain, or loss. |
| 50 | "Licensor" or "Lightricks" means the owner that is granting the |
| 51 | license under this Agreement. For the purposes of this Agreement, |
| 52 | the Licensor is Lightricks Ltd. |
| 53 | "LTX-2" means the large language models, text/image/video/audio/3D |
| 54 | generation models, and multimodal large language models and their |
| 55 | software and algorithms, including trained model weights, parameters |
| 56 | (including optimizer states), machine-learning model code, |
| 57 | inference-enabling code, training-enabling code, fine-tuning |
| 58 | enabling code, accompanying source code, scripts, documentation, |
| 59 | tutorials, examples, and all other elements of the foregoing |
| 60 | distributed and made publicly available by Lightricks (including, |
| 61 | for example, at https://github.com/Lightricks/LTX-2) for the LTX-2 |
| 62 | model released on January 5, 2026. This license is applicable to |
| 63 | all LTX-2 versions released since January 5, 2026, and all future |
| 64 | releases of LTX-2 under this license. |
| 65 | "Output" means the results of operating LTX-2 as embodied in |
| 66 | informational content resulting therefrom. |
| 67 | "you" (or "your") means an individual or legal Entity licensing |
| 68 | LTX-2 in accordance with this Agreement and/or making use of LTX-2 |
| 69 | for whichever purpose and in any field of use, including usage of |
| 70 | LTX-2 in an end-use application - e.g. chatbot, translator, image |
| 71 | generator. |
| 72 | 2. Grant of License. Subject to the terms and conditions of this |
| 73 | Agreement, you are granted a non-exclusive, worldwide, |
| 74 | non-transferable and royalty-free limited license under Licensor's |
| 75 | intellectual property or other rights owned by Licensor embodied |
| 76 | in LTX-2 to use, reproduce, prepare, distribute, publicly display, |
| 77 | publicly perform, sublicense, copy, create derivative works of, |
| 78 | and make modifications to LTX-2, for any purpose, subject to the |
| 79 | restrictions set forth in Attachment A; provided however, that |
| 80 | Entities with annual revenues of at least $10,000,000 (the |
| 81 | "Commercial Entities") are required to obtain a paid commercial |
| 82 | use license in order to use LTX-2 and Derivatives of LTX-2, |
| 83 | subject to the terms and provisions of a different license (the |
| 84 | "Commercial Use Agreement"), as will be provided by the Licensor. |
| 85 | Commercial Entities interested in such a commercial license are |
| 86 | required to contact Licensor. Any commercial use of LTX-2 or |
| 87 | Derivatives of LTX-2 by the Commercial Entities not in accordance |
| 88 | with this Agreement and/or the Commercial Use Agreement is strictly |
| 89 | prohibited and shall be deemed a material breach of this Agreement. |
| 90 | Such material breach will be subject, in addition to any license |
| 91 | fees owed to Licensor for the period such Commercial Entity used |
| 92 | LTX-2 (as will be determined by Licensor), to liquidated damages, |
| 93 | which will be paid to Licensor immediately upon demand, in an |
| 94 | amount equal to double the amount that would otherwise have been |
| 95 | paid by you for the relevant period of time. Such amount reflects |
| 96 | a reasonable estimation of the losses and administrative costs |
| 97 | incurred due to such breach. You agree and understand that this |
| 98 | remedy does not limit the Licensor's right to pursue other remedies |
| 99 | available at law or equity. |
| 100 | 3. Distribution and Redistribution. You may host for third parties |
| 101 | remote access purposes (e.g. software-as-a-service), reproduce |
| 102 | and distribute copies of LTX-2 or Derivatives of LTX-2 thereof in |
| 103 | any medium, with or without modifications, provided that you meet |
| 104 | the following conditions: |
| 105 | (a) Use-based restrictions as referenced in paragraph 4 and all |
| 106 | provisions of Attachment A MUST be included as an enforceable |
| 107 | provision by you in any type of legal agreement (e.g. a |
| 108 | license) governing the use and/or distribution of LTX-2 or |
| 109 | Derivatives of LTX-2, and you shall give notice to subsequent |
| 110 | users you distribute to, that LTX-2 or Derivatives of LTX-2 |
| 111 | are subject to paragraph 4 and Attachment A in their entirety, |
| 112 | including all use restrictions and acceptable use policies; |
| 113 | (b) You must provide any third party recipients of LTX-2 or |
| 114 | Derivatives of LTX-2 a copy of this Agreement, including all |
| 115 | attachments and use policies. Any Derivative of LTX-2 (as |
| 116 | defined in Section 1, including but not limited to fine-tuned |
| 117 | weights, modified training code, models trained on Outputs, or |
| 118 | any other derivative) must be distributed exclusively under |
| 119 | the terms of this Agreement with a complete copy of this |
| 120 | license included; |
| 121 | (c) You must cause any modified files to carry prominent notices |
| 122 | stating that you changed the files; |
| 123 | (d) You must retain all copyright, patent, trademark, and |
| 124 | attribution notices excluding those notices that do not |
| 125 | pertain to any part of LTX-2, Derivatives of LTX-2. |
| 126 | You may add your own copyright statement to your modifications and |
| 127 | may provide additional or different license terms and conditions - |
| 128 | respecting paragraph 3(a) - for use, reproduction, or distribution |
| 129 | of your modifications, or for any such Derivatives of LTX-2 as a |
| 130 | whole, provided your use, reproduction, and distribution of LTX-2 |
| 131 | otherwise complies with the conditions stated in this Agreement, |
| 132 | and you provide a complete copy of this Agreement with any such |
| 133 | use, reproduction and distribution of LTX-2 and any Derivatives |
| 134 | thereof. |
| 135 | 4. Use-based restrictions. The restrictions set forth in Attachment A |
| 136 | are considered Use-based restrictions. Therefore, you cannot use |
| 137 | LTX-2 and the Derivatives of LTX-2 in violation of the specified |
| 138 | restricted uses. You may use LTX-2 subject to this Agreement, |
| 139 | including only for lawful purposes and in accordance with the |
| 140 | Agreement. "Use" may include creating any content with, fine-tuning, |
| 141 | updating, running, training, evaluating and/or re-parametrizing |
| 142 | LTX-2. You shall require all of your users who use LTX-2 or a |
| 143 | Derivative of LTX-2 to comply with the terms of this paragraph 4. |
| 144 | 5. The Output You Generate. Except as set forth herein, Licensor |
| 145 | claims no rights in the Output you generate using LTX-2. You are |
| 146 | accountable for input you insert into LTX-2, the Output you |
| 147 | generate and its subsequent uses. No use of the Output can |
| 148 | contravene any provision as stated in the Agreement. |
| 149 | 6. Updates and Runtime Restrictions. To the maximum extent permitted |
| 150 | by law, Licensor reserves the right to restrict (remotely or |
| 151 | otherwise) usage of LTX-2 in violation of this Agreement, update |
| 152 | LTX-2 through electronic means, or modify the Output of LTX-2 |
| 153 | based on updates. You shall undertake reasonable efforts to use |
| 154 | the latest version of LTX-2. Any use of the non-current version |
| 155 | of LTX-2 is done solely at your risk. |
| 156 | 7. Export Controls and Sanctions Compliance. You acknowledge that |
| 157 | LTX-2, Derivatives of LTX-2 may be subject to export control laws |
| 158 | and regulations, including but not limited to the U.S. Export |
| 159 | Administration Regulations and sanctions programs administered by |
| 160 | the Office of Foreign Assets Control (OFAC). You represent and |
| 161 | warrant that you and any users of LTX-2 are not (i) located in, |
| 162 | organized under the laws of, or ordinarily resident in any country |
| 163 | or territory subject to comprehensive sanctions; (ii) identified |
| 164 | on any U.S. government restricted party list, including the |
| 165 | Specially Designated Nationals and Blocked Persons List; or |
| 166 | (iii) otherwise prohibited from receiving LTX-2 under applicable |
| 167 | law. You shall not export, re-export, or transfer LTX-2, directly |
| 168 | or indirectly, in violation of any applicable export control or |
| 169 | sanctions laws or regulations. You agree to comply with all |
| 170 | applicable trade control laws and shall indemnify and hold |
| 171 | Licensor harmless from any claims arising from your failure to |
| 172 | comply with such laws. |
| 173 | 8. Trademarks and related. Nothing in this Agreement permits you to |
| 174 | make use of Licensor's trademarks, trade names, logos or to |
| 175 | otherwise suggest endorsement or misrepresent the relationship |
| 176 | between the parties; and any rights not expressly granted herein |
| 177 | are reserved by the Licensor. |
| 178 | |
| 179 | 9. Disclaimer of Warranty. Unless required by applicable law or |
| 180 | agreed to in writing, Licensor provides LTX-2 on an "AS IS" BASIS, |
| 181 | WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or |
| 182 | implied, including, without limitation, any warranties or |
| 183 | conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS |
| 184 | FOR A PARTICULAR PURPOSE. You are solely responsible for |
| 185 | determining the appropriateness of using or redistributing LTX-2 |
| 186 | and Derivatives of LTX-2 and assume any risks associated with |
| 187 | your exercise of permissions under this Agreement. |
| 188 | |
| 189 | 10. Limitation of Liability. In no event and under no legal theory, |
| 190 | whether in tort (including negligence), contract, or otherwise, |
| 191 | unless required by applicable law (such as deliberate and grossly |
| 192 | negligent acts) or agreed to in writing, shall Licensor be liable |
| 193 | to you for damages, including any direct, indirect, special, |
| 194 | incidental, or consequential damages of any character arising as |
| 195 | a result of this Agreement or out of the use or inability to use |
| 196 | LTX-2 (including but not limited to damages for loss of goodwill, |
| 197 | work stoppage, computer failure or malfunction, or any and all |
| 198 | other commercial damages or losses), even if Licensor has been |
| 199 | advised of the possibility of such damages. |
| 200 | |
| 201 | 11. Accepting Warranty or Additional Liability. While redistributing |
| 202 | LTX-2 and Derivatives of LTX-2, you may, provided you do not |
| 203 | violate the terms of this Agreement, choose to offer and charge |
| 204 | a fee for, acceptance of support, warranty, indemnity, or other |
| 205 | liability obligations. However, in accepting such obligations, |
| 206 | you may act only on your own behalf and on your sole |
| 207 | responsibility, not on behalf of Licensor, and only if you agree |
| 208 | to indemnify, defend, and hold Licensor harmless for any liability |
| 209 | incurred by, or claims asserted against Licensor, by reason of |
| 210 | your accepting any such warranty or additional liability. |
| 211 | |
| 212 | 12. Governing Law. This Agreement and all relations, disputes, claims |
| 213 | and other matters arising hereunder (including non-contractual |
| 214 | disputes or claims) will be governed exclusively by, and construed |
| 215 | exclusively in accordance with, the laws of the State of New York. |
| 216 | To the extent permitted by law, choice of laws rules and the |
| 217 | United Nations Convention on Contracts for the International Sale |
| 218 | of Goods will not apply. For the purposes of adjudicating any |
| 219 | action or proceeding to enforce the terms of this Agreement, you |
| 220 | hereby irrevocably consent to the exclusive jurisdiction of, and |
| 221 | venue in, the federal and state courts located in the County of |
| 222 | New York within the State of New York. The prevailing party in |
| 223 | any claim or dispute between the parties under this Agreement |
| 224 | will be entitled to reimbursement of its reasonable attorneys' |
| 225 | fees and costs. You hereby waive the right to a trial by jury, |
| 226 | to participate in a class or representative action (including in |
| 227 | arbitration), or to combine individual proceedings in court or |
| 228 | in arbitration without the consent of all parties. |
| 229 | 13. Term and Termination. This Agreement is effective upon your |
| 230 | acceptance and continues until terminated. Licensor may terminate |
| 231 | this Agreement immediately upon written notice to you if you |
| 232 | breach any provision of this Agreement, including but not limited |
| 233 | to violations of the use restrictions in Attachment A or |
| 234 | unauthorized commercial use. Upon termination: (a) all rights |
| 235 | granted to you under this Agreement will immediately cease; |
| 236 | (b) you must immediately cease all use of LTX-2 and Derivatives |
| 237 | of LTX-2; (c) you must delete or destroy all copies of LTX-2 |
| 238 | and Derivatives of LTX-2 in your possession or control; and |
| 239 | (d) you must notify any third parties to whom you distributed |
| 240 | LTX-2 or Derivatives of LTX-2 of the termination. Sections 8-13, |
| 241 | and Section 15 shall survive termination of this Agreement. |
| 242 | Termination does not relieve you of any obligations incurred |
| 243 | prior to termination, including payment obligations under |
| 244 | Section 2. In addition, if You commence a lawsuit or other |
| 245 | proceedings (including a cross-claim or counterclaim in a lawsuit) |
| 246 | against Licensor or any person or entity alleging that LTX-2 or |
| 247 | any Output, or any portion of any of the foregoing, infringe any |
| 248 | intellectual property or other right owned or licensable by you, |
| 249 | then all licenses granted to you under this Agreement shall |
| 250 | terminate as of the date such lawsuit or other proceeding is filed. |
| 251 | 14. Disputes and Arbitration. All disputes arising in connection with |
| 252 | this Agreement shall be finally settled by arbitration under the |
| 253 | Rules of Arbitration of the International Chamber of Commerce |
| 254 | ("ICC Rules"), by one (1) arbitrator appointed in accordance with |
| 255 | the ICC Rules. The seat of arbitration shall be New York, NY, USA, |
| 256 | and the proceedings shall be conducted in English. The arbitrator |
| 257 | shall be empowered to grant any relief that a court could grant. |
| 258 | Judgment on the arbitration award may be entered by any court |
| 259 | having jurisdiction thereof. Each party waives its right to a |
| 260 | trial by jury and to participate in any class or representative |
| 261 | action. |
| 262 | 15. If any provision of this Agreement is held to be |
| 263 | invalid, illegal |
| 264 | or unenforceable, the remaining provisions shall be unaffected |
| 265 | thereby and remain valid as if such provision had not been set |
| 266 | forth herein. |
| 267 | END OF TERMS AND CONDITIONS |
| 268 | ATTACHMENT A: Use Restrictions |
| 269 | When using the Outputs, LTX-2 and any Derivatives thereof, you |
| 270 | will comply with the Acceptable Use Policy. In addition, you |
| 271 | agree not to use the Outputs, LTX-2 or its Derivatives in any |
| 272 | of the following ways: |
| 273 | 1. In any way that violates any applicable national, federal, |
| 274 | state, local or international law or regulation; |
| 275 | 2. For the purpose of exploiting, Harming or attempting to |
| 276 | exploit or Harm minors in any way; |
| 277 | 3. To generate or disseminate false information and/or content |
| 278 | with the purpose of Harming others; |
| 279 | 4. To generate or disseminate personal identifiable information |
| 280 | that can be used to Harm an individual; |
| 281 | 5. To generate or disseminate information and/or content (e.g. |
| 282 | images, code, posts, articles), and place the information |
| 283 | and/or content in any context (e.g. bot generating tweets) |
| 284 | without expressly and intelligibly disclaiming that the |
| 285 | information and/or content is machine generated; |
| 286 | 6. To defame, disparage or otherwise harass others; |
| 287 | 7. To impersonate or attempt to impersonate (e.g. deepfakes) |
| 288 | others without their consent; |
| 289 | 8. For fully automated decision making that adversely impacts an |
| 290 | individual's legal rights or otherwise creates or modifies a |
| 291 | binding, enforceable obligation; |
| 292 | |
| 293 | 9. For any use intended to or which has the effect of |
| 294 | discriminating against or Harming individuals or groups based |
| 295 | on online or offline social behavior or known or predicted |
| 296 | personal or personality characteristics; |
| 297 | |
| 298 | 10. To exploit any of the vulnerabilities of a specific group of |
| 299 | persons based on their age, social, physical or mental |
| 300 | characteristics, in order to materially distort the behavior |
| 301 | of a person pertaining to that group in a manner that causes |
| 302 | or is likely to cause that person or another person physical |
| 303 | or psychological Harm; |
| 304 | |
| 305 | 11. For any use intended to or which has the effect of |
| 306 | discriminating against individuals or groups based on legally |
| 307 | protected characteristics or categories; |
| 308 | |
| 309 | 12. To provide medical advice and medical results interpretation; |
| 310 | |
| 311 | 13. To generate or disseminate information for the purpose to be |
| 312 | used for administration of justice, law enforcement, |
| 313 | immigration or asylum processes, such as predicting an |
| 314 | individual will commit fraud/crime commitment (e.g. by text |
| 315 | profiling, drawing causal relationships between assertions |
| 316 | made in documents, indiscriminate and arbitrarily-targeted use); |
| 317 | |
| 318 | 14. To generate and/or disseminate malware (including – but not |
| 319 | limited to – ransomware) or any other content to be used for |
| 320 | the purpose of harming electronic systems; |
| 321 | |
| 322 | 15. To engage in, promote, incite, or facilitate discrimination |
| 323 | or other unlawful or harmful conduct in the provision of |
| 324 | employment, employment benefits, credit, housing, or other |
| 325 | essential goods and services; |
| 326 | |
| 327 | 16. To engage in, promote, incite, or facilitate the harassment, |
| 328 | abuse, threatening, or bullying of individuals or groups of |
| 329 | individuals; |
| 330 | |
| 331 | 17. For military, warfare, nuclear industries or applications, |
| 332 | weapons development, or any use in connection with activities |
| 333 | that may cause death, personal injury, or severe physical or |
| 334 | environmental damage; |
| 335 | |
| 336 | 18. For commercial use only: To train, improve, or fine-tune any |
| 337 | other machine learning model, artificial intelligence system, |
| 338 | or competing model, except for Derivatives of LTX-2 as |
| 339 | expressly permitted under this Agreement; |
| 340 | |
| 341 | 19. To circumvent, disable, or interfere with any technical |
| 342 | limitations, safety features, content filters, or use |
| 343 | restrictions implemented in LTX-2 by Licensor; |
| 344 | |
| 345 | 20. To use LTX-2 or Derivatives of LTX-2 in any product, service, |
| 346 | or application that directly competes with Licensor's |
| 347 | commercial products or services, or is designed to replace or |
| 348 | substitute Licensor's offerings in the market, without |
| 349 | obtaining a separate commercial license from Licensor. |
| 350 | |