LocAI License Agreement

Last updated: 27th February 2024

This NeuralSpace License Agreement (“Agreement”) is a legal agreement by and between NeuralSpace, Inc. (“Licensor”) and the Company/Individual/Customer (“Licensee”). This Agreement describes the terms and conditions for artificial intelligence software.WHEREAS Licensor has developed certain artificial intelligence software, hereinafter referred to as the "LocAI" and owns all intellectual property rights thereto.WHEREAS Licensee desires to obtain a license to use the LocAI, and Licensor is willing to grant such a license subject to the terms and conditions set forth herein.WHEREAS Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the LocAI for the purpose that shall be mentioned by the Licensee during the execution of this Agreement.Licensor and Licensee individually be called as Party and collectively be called as Parties

1. Product Description

LocAI is intricately crafted to enhance the final phases of content production, with a primary emphasis on localization, which plays a pivotal role in expanding content accessibility globally. This underscores the indispensable requirement for localization in the contemporary content environment.

LocAI offers following

  1. Cost-effective subtitle localization is crucial for reaching diverse audiences seamlessly. Accurate translation and adaptation enhance accessibility and engagement across different demographics, maximizing global impact. LocAI offers streamlined subtitle localization, providing up to a 75% cost reduction and 50% faster turnaround. This empowers content producers to efficiently expand reach across linguistic markets, accelerating content delivery worldwide.
  2. Vertical integration optimizes workflow efficiency by consolidating production stages within one entity, including content creation, distribution, and marketing. This streamlining fosters seamless collaboration, reduces redundancies, and enhances overall productivity. Ultimately, it enables companies to adapt quickly to market changes and deliver high-quality content with greater speed and efficiency. LocAI further enhances this process by integrating critical components like AI-powered transcription, translation, and project management into a unified platform, streamlining the localization process and significantly reducing time and effort required for global content delivery.
  3. Adaptive AI models offer a revolutionary method for personalized improvement, precisely catering to individual preferences by analyzing user interactions and feedback. Through continuous refinement, these models deliver tailored experiences, content recommendations, and learning pathways, enhancing engagement and satisfaction. Leveraging machine learning and advanced analytics, adaptive AI drives meaningful outcomes across various domains. As these models evolve with user usage, they optimize localization processes, ensuring personalized and efficient content delivery globally.
  4. LocAI provides support for over 70 languages, enabling content creators to reach a vast global audience with ease. This extensive language coverage ensures that localization efforts can effectively target diverse linguistic markets, facilitating broader accessibility and engagement. With LocAI's robust language support, content producers can confidently deliver their message to audiences worldwide, maximizing the impact and reach of their content across different regions and cultures.

2. Product Usage

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.

3. Merits of the Product

LocAI's automation of manual captioning and subtitling processes revolutionizes traditional workflows by addressing key challenges prevalent in the media and entertainment industry. Here's how LocAI's automation capabilities tackle these challenges:
  1. Speed: Manual captioning and subtitling processes can be time-consuming, especially for large volumes of content. LocAI's automation significantly speeds up these processes by leveraging advanced algorithms and machine learning techniques to generate accurate captions and subtitles swiftly. This rapid turnaround time allows organizations to deliver content to audiences more quickly, meeting tight deadlines and staying ahead of competitors.
  2. Efficiency: LocAI significantly boosts localization speeds across over 70 languages, slashing the time needed for subtitling and translation. This results in potential cost reductions of up to 75% compared to manual processes. Additionally, LocAI offers organizations their own AI model that evolves continuously, along with central team management capabilities and thorough project tracking and guidelines tools. These features collectively enhance operational efficiency and cost-effectiveness for organizations.
  3. Cost Savings: Manual captioning and subtitling require significant human resources, leading to high operational costs. By automating these processes, LocAI reduces reliance on manual labor, resulting in substantial cost savings for organizations. With fewer resources needed for captioning and subtitling tasks, companies can allocate their budgets more efficiently to other areas of content production and distribution.
  4. Broader Distribution: Traditional manual captioning and subtitling methods often face limitations in distributing content to diverse audiences, especially across different languages and regions. LocAI's automation removes these barriers by offering multilingual support and the ability to generate captions and subtitles in various languages efficiently. This broader distribution capability enables organizations to reach global audiences effectively, expanding their viewer base and increasing engagement.
  5. Enhanced Accessibility: Automated captioning and subtitling make content more accessible to individuals with hearing impairments or those who prefer to watch videos with subtitles. LocAI's technology ensures that captions and subtitles are accurately generated and synchronized with the audio, enhancing the overall viewing experience for all audiences, regardless of their language or accessibility needs.
  6. Scalability: As content production volumes increase, manual captioning and subtitling processes may struggle to scale efficiently. LocAI's automation capabilities enable seamless scalability, allowing organizations to handle large volumes of content without compromising on quality or speed. Whether it's a single video or an entire library of media assets, LocAI can efficiently process and generate captions and subtitles at scale.
  7. Subtitle Operations Workflow: The Subtitle Operations Manager at a television network can utilize LocAI to streamline the automation of captioning and subtitling tasks for daily news programs. This encompasses activities such as registering users, adding team members, initiating subtitle generation projects, assigning review roles, validating projects, and downloading SRT files for both original language captions and translated subtitles.
  8. Comprehensive Toolset: LocAI offers a comprehensive toolset to streamline subtitling across languages and organizational needs. With custom subtitle generation in 70+ languages, it ensures effective localization. The state-of-the-art editor enhances quality and consistency, while robust team management and real-time collaboration tools facilitate seamless workflow. Supporting extensive export formats and enterprise system integration, LocAI ensures compatibility and workflow efficiency. Adhering to top security standards, it safeguards data integrity. Overall, LocAI optimizes subtitling workflows, enhances collaboration, and ensures industry compliance, empowering organizations to deliver high-quality content globally.
  9. Extensive Language Models: LocAI offers extensive language support through its speech-to-text (STT) functionality for machine translation (MT). This robust language support spans a comprehensive list of languages, ensuring LocAI is well-equipped to meet the diverse needs of global content distribution. With STT, LocAI accurately transcribes speech into text across various languages, facilitating the captioning and subtitling process. Additionally, by leveraging MT models, LocAI can efficiently translate content from one language to another, enabling seamless localization for international audiences. These capabilities underscore LocAI's commitment to providing users with versatile tools for effective communication and content localization on a global scale.
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.

4. Product Exclusivity

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.

5. Restrictions for Sale

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
  1. Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the LocAI;
  2. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the LocAI to any third party;
  3. Use the LocAI for any unlawful purpose or in violation of any applicable laws or regulations; or
  4. Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the LocAI.

6. Limitation w.r.t. Usage and Training

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.

7. Support Team for the Model

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.

8. Data Ownership and Use

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.

9. Amendments

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

10. Intellectual Property Rights

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.

11. Confidential Information

"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.
  1. Confidentiality Obligation: Recipient agrees to maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party. Recipient shall not disclose, disseminate, or use the Confidential Information for any purpose other than as expressly permitted under this Agreement, without the prior written consent of the Disclosing Party.
  2. Protection and Handling: Recipient agrees to use reasonable measures to protect the Confidential Information from unauthorized disclosure or use. This includes implementing appropriate physical, technical, and organizational security measures to safeguard the Confidential Information.
  3. Limitation on Use: Recipient agrees to use the Confidential Information solely for the purpose of [purpose of disclosure, e.g., developing, testing, or improving the LocAI], and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.
During the term of this Agreement and thereafter, Licensee shall maintain the confidentiality of all proprietary and confidential information of Licensor, including the LocAI.
The obligations of confidentiality and non-disclosure shall survive the termination of this Agreement and shall remain in full force and effect indefinitely.

12. Term and Termination

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.

13. Governing Law & Dispute Resolution

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.

14. No Warranty

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.

15. Force Majeure

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').

16. Notices

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.

17. Languages

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.