AI/ML Development Terms

These Artificial Intelligence and Machine Learning Development Terms (“AI Terms”) govern your use of Lightcast’s Services, including Lightcast Content, in connection with any artificial intelligence, machine learning, or similar uses. These AI Terms are incorporated into and made part of the General Terms of Service between Customer and Lightcast. In the event of a conflict between these AI Terms and the General Terms of Service, these AI Terms will govern with respect to the subject matter herein.

1. Definitions

For purposes of these AI Terms:

• “Prohibited AI Use” means:
1. Using Content (in whole or in part) to train, fine-tune, test, validate, or otherwise develop any artificial intelligence, machine learning, neural network, large language model, generative model, or similar system (“AI System”);
2. Using the Content as an input into any generative artificial intelligence (“AI”), machine learning algorithms or software, or other technologies to create any derivative works, compilations or collective works;
3. Using the Content to create or contribute to any dataset, database, or work product that is a functional substitute for, or could reasonably be expected to reduce or eliminate the need to obtain, the Content from Lightcast;
4. Using outputs, insights, or other information derived from the Content to train or improve an AI System; or
5. Allowing or assisting any third party to do any of the foregoing.
• Any capitalized terms herein not otherwise defined shall have the meaning given to them in the General Terms of Service.

2. Ownership of Lightcast Content

Lightcast retains all right, title, and interest in its proprietary Content. The license granted to you in the General Terms of Service and corresponding Order Form is expressly limited and does not permit the use of Lightcast’s proprietary assets for any Prohibited AI Use. These AI Terms are established to protect Lightcast’s intellectual property and ensure the integrity of Lightcast Services.

3. Permitted Use

Customer shall not engage in any Prohibited AI Use. For clarity and notwithstanding any other language in the Agreement, Customer may use the Content only within a “walled garden” or private repository and must implement and maintain reasonable technical, administrative, and organizational measures to prevent Prohibited AI Use, including restricting access to the Content to only those personnel with a need to know for authorized purposes (“Permitted Use”).

4. No Third-Party Access

Customer shall not disclose, distribute, sublicense, sell, assign, or otherwise make the Content available to any third party, including any artificial intelligence, machine learning, or other similar technology under the control of or accessible by a third party, except as expressly authorized in the Agreement and subject to these restrictions. Customer shall bind all permitted recipients (including employees, contractors, and Affiliates) to written obligations at least as protective as those set forth in these AI Terms.

5. Certification and Audit

Upon Lightcast’s written request, and no more than once annually, Customer shall:
(a) provide a written certification, signed by an officer of Customer, confirming compliance with these AI Terms; and
(b) allow Lightcast or its designee, upon reasonable notice and during normal business hours, to audit Customer’s systems and records to verify such compliance.

The foregoing right may be exercised by Lightcast during the Term or within one year thereafter.

Lightcast will bear the costs of any audit unless the results of the audit determine Customer materially breached these terms, in which case Customer shall pay to Lightcast the documented costs of the audit within 30 days of the date of invoice.

6. Data Destruction

Upon termination or expiration of the Agreement, Customer shall promptly cease all use of the Content, permanently delete all copies from its systems, and provide Lightcast with written certification of deletion within thirty (30) days upon its request.

7. Remedies

Customer acknowledges that any breach of these AI Terms will cause Lightcast irreparable harm for which monetary damages would be an insufficient remedy. Accordingly, in the event of any breach or threatened breach, Lightcast shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available at law or in equity, without the necessity of posting a bond.

In addition, the Parties agree that in the event Customer engages in Prohibited AI Use, Customer shall pay liquidated damages equal to five times the annual fees paid by Customer under the Agreement, which the Parties agree represents a reasonable estimate of Lightcast’s anticipated losses.

If the Prohibited AI Use results in actual damages that exceed the liquidated damages specified above, Lightcast shall be entitled to recover the actual damages incurred.

8. Survival

Sections 2 through 8 of this Addendum shall survive any termination or expiration of the Agreement.