LocAI is a specialized platform tailored to meet the demands of organizations operating within the media and entertainment sectors, such as television networks, content creators, and language service providers. It is designed to streamline and improve the efficiency of manual captioning and subtitling processes, providing these entities with a comprehensive solution to enhance their operational workflows.

The primary goal of the LocAI is to empower organizations through automation, particularly in the generation and translation of subtitles. By automating these tasks, LocAI streamlines what was once a manual and time-consuming process, making it more efficient and cost-effective. This automation not only saves considerable time and labor costs traditionally associated with manual subtitling but also enhances overall operational efficiency. With LocAI handling the generation and translation of subtitles, users can redirect their focus towards tasks like proofreading and reviewing, ensuring the quality and accuracy of the subtitles rather than spending significant resources on creating them from scratch. In essence, LocAI revolutionizes the subtitle localization process, enabling organizations to allocate their resources more effectively while maintaining high standards of quality and efficiency.

Overall, LocAI's automation of manual captioning and subtitling processes offers numerous benefits, including faster delivery, broader distribution capabilities, significant cost savings, enhanced accessibility, and scalability. By leveraging advanced technology, organizations can streamline their workflows, improve efficiency, and deliver high-quality content to global audiences more effectively than ever before.

Our commitment entails that every AI model created for a client is exclusively trained by our team and will solely function within the Licensor ecosystem. This guarantees that each client's model is customized to their requirements and utilized exclusively within our platform.

Exclusivity in Model Training: When we say that every AI model created for a client is exclusively trained by our team, we emphasize the personalized approach we take to model development. Our team of experts dedicates their expertise to understanding the unique needs and challenges of each client. Through meticulous training processes, we ensure that the resulting AI model is finely tuned to meet the specific requirements of the client's use case.

Operability within Licensor Ecosystem: The exclusivity extends beyond the training phase. Once the AI model is developed, it remains within the Licensor ecosystem. This means that the model operates exclusively within our platform, leveraging the infrastructure, tools, and resources provided by Licensor. By confining the model's operation to our ecosystem, we can maintain control over its performance, security, and integration with other services.

Tailored to Client's Requirements: Our commitment guarantees that each client's model is customized to their requirements. This customization goes beyond basic parameters and encompasses a deep understanding of the client's business objectives, data landscape, regulatory considerations, and user preferences. By tailoring the model to these specific factors, we ensure that it delivers maximum value and effectiveness in addressing the client's needs.

Utilization within Our Platform: By utilizing the AI model exclusively within our platform, we provide clients with a seamless and integrated experience. They can access and leverage the model's capabilities directly within the Licensor environment, without the need for complex integrations or dependencies on external systems. This simplifies deployment, maintenance, and scalability, empowering clients to focus on extracting insights and driving innovation.

Security and Compliance: Operating within our platform also offers enhanced security and compliance assurances. We implement robust security measures to protect the confidentiality, integrity, and availability of client data and AI models. Additionally, we ensure compliance with relevant regulations and industry standards, providing clients with peace of mind regarding data privacy and regulatory requirements.

In essence, our commitment to exclusively training and utilizing AI models within the Licensor ecosystem underscores our dedication to delivering tailored, secure, and integrated solutions for our clients. This approach not only maximizes the effectiveness of AI applications but also fosters long-term partnerships built on trust, innovation, and mutual success.

Licensee are strictly prohibited from directly reselling their tailored model to external parties. Should there be any intentions or considerations regarding resale, it is imperative to engage in separate discussions with Licensor. These discussions are vital to establish clear and mutual agreements on licensing and usage, ensuring that all parties involved are aligned with the terms and conditions governing the resale of the customized model. This approach guarantees transparency, legal compliance, and fair utilization of the intellectual property developed within the Licensor ecosystem.

Restrictions-Licensee shall not, directly or indirectly

Licensee entitled to two complimentary models within their package can train one model upon reaching every 500-hour usage milestone. If a client chooses not to train a model at the initial milestone, they retain the option to do so at the subsequent milestone, thus ensuring flexibility in the utilization of their entitlements.

Eligibility for model training depends on a data audit carried out by the Licensor team. This procedure guarantees that the data adheres to our quality and relevance criteria essential for successful model training.

Licensor commits to delivering customer support either in person (IRL) or through video calls, with time tracking handled by Licensor. This guarantees efficient support provision and precise record-keeping.

In the enterprise plan, Licensee maintain full ownership of the data processed through our platform. This explicitly delineates the proprietary rights held by enterprise Licensee regarding their data.

For Licensee not on the enterprise plan, Licensor reserves the right to utilize their data for the purpose of training fundamental AI models aimed at benefiting the entire customer base. This clause underscores our commitment to continually enhancing our AI capabilities, ultimately improving the service provided to all Licensee.

This Agreement may not be amended except by a written instrument signed by both parties.

Licensor holds the intellectual property rights to the AI model. This means that Licensor has created, developed, or acquired the AI model, and therefore, has the exclusive rights to use, reproduce, distribute, and modify it as they see fit.

As the owner of the AI model, Licensor retains full control over its usage, development, and deployment. This includes the authority to make decisions regarding licensing, commercialization, and any other aspects related to the AI model.

While other parties may have access to the AI model under certain agreements or licenses, the ownership clause ensures that Licensor ultimately retains ownership and control over the AI model's usage. This may involve restrictions on how the AI model can be utilized by the Licensee.

While other parties may have access to the AI model under certain agreements or licenses, the ownership clause ensures that Licensor ultimately retains ownership and control over the AI model's usage. This may involve restrictions on how the AI model can be utilized by other parties.

The ownership clause may include provisions for protecting Licensor's rights against unauthorized use, infringement, or misappropriation of the AI model by third parties.

Therefore, Licensee acknowledges that Licensor owns all right, title, and interest in and to the LocAI, including all intellectual property rights therein. This Agreement does not transfer any ownership rights in the LocAI to Licensee.

"Confidential Information" refers to any and all information disclosed by the Disclosing Party to the Recipient, whether orally, visually, in writing, or in any other tangible form, that is marked as confidential or should be reasonably understood to be confidential. This includes, but is not limited to, LocAI specifications, algorithms, source code, patents, copyrights, technical documentation, and any other proprietary information related to the LocAI.

This Agreement shall commence on the effective date and continue in effect until terminated as provided herein.

Either party may terminate this Agreement upon written notice to the other party of 30 (thirty) days if the other party breaches any material term or condition of this Agreement.

This Agreement is effective upon the date of entering into this License Agreement and continues until terminated by NeuralSpace (Licensor). Licensor may terminate this Agreement at any time for any reason (including, without limitation, for any activity that may create harm or loss to Licensor reputation). Where applicable Law requires advance notice of termination to be provided, Licensor will, prior to termination, provide you with the required advance notice of termination. Licensor may suspend your your ability to access AI Product, or terminate this Agreement, if (i) Licensor determine in its sole discretion that you are ineligible for the use of the AI Product or any other risks associated with the Licensee; (ii) you use the AI Product in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, or any Government authority requires us to do so; or (iv) Licensor are otherwise entitled to do so under this Agreement.

Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by binding non-appearance-based arbitration in accordance with the rules governing arbitrations through the Singapore International Arbitration Centre (“SIAC”) (unless any other established alternative dispute resolution provider has been mutually agreed upon by the parties in writing prior to the initiation of any dispute resolution proceedings by either party), and the legal seat, venue and place of the arbitration shall be Delaware, US and the SIAC Rules (as amended) shall apply. The parties agree the arbitration award shall be conclusive and binding. Judgement upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of the United States of America, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Arbitration Fees- Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

Licensor provide the LocAI “as is” and “as available” basis, without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, non-infringement, or any other type of warranty or guarantee. no data, documentation or any other information provided by neuralspace or obtained by Licensee from or through the AI Product – whether from neuralspace or another neuralspace entity, and whether oral or written – creates or implies any warranty from Neuralspace to Licensee.

The Neuralspace entities disclaim any knowledge of, and do not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the product; (b) that the product will meet your specific business needs or requirements; (c) that the product will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that Neuralspace will correct any defects or errors in the service, documentation, or data; or (e) that the product are free of viruses or other harmful code. use of data you access or download through the services is done at your own risk – Licensee are solely responsible for any damage to your property, loss of data, or any other loss that results from such access or download. Licensee understand that the Neuralspace entities make no guarantees.

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, lockouts, labor disputes, governmental actions, natural disasters, epidemics, pandemic or any other similar events ('Force Majeure Event').

Any notice or consent required to be given to any party in connection with this Agreement shall be in writing and shall be sent by registered post to the address of the Party set out in this Agreement or to such changed address as shall for that purpose be notified to the other Party and every such notice or consent shall be deemed to have been given at the time when in the course of ordinary transmission, it should have been delivered at the address to which it was sent.

Any notice or consent required to be given to any party in connection with this Agreement shall be in writing and shall be sent by registered post to the address of the Party set out in this Agreement or to such changed address as shall for that purpose be notified to the other Party and every such notice or consent shall be deemed to have been given at the time when in the course of ordinary transmission, it should have been delivered at the address to which it was sent.