AI Training License Agreement for PixelHair
Introduction
This AI Training License Agreement (‘Agreement’) is entered into by Yelzkizi (‘Licensor’) and the entity making the purchase (‘Licensee’), hereafter referred to as an AI company engaged in the development of artificial intelligence technologies. This Agreement outlines the terms under which the Licensor’s PixelHair 3D assets (‘Assets’) are licensed to the Licensee solely for the purpose of training artificial intelligence systems. It includes provisions for upgrading to a commercial license should the Licensee wish to commercially exploit the AI trained with these Assets.
Definitions
- AI Training: The process of using the Assets to develop, test, and improve artificial intelligence algorithms and models.
- Commercial Exploitation: The use of AI models trained with the Assets in commercial products or services.
- Transition Clause: This clause establishes that should the Licensee engage in commercializing products or services utilizing AI trained with the Assets, they will automatically be subject to the terms of the Commercial License Agreement, as defined by the Licensor. This transition is triggered by the Licensee’s action of commercial exploitation, not by a change in the original Agreement itself.
Grant of License
The Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Assets for AI Training purposes within the Licensee’s proprietary systems. This license does not permit commercial exploitation of the trained AI models without entering into a subsequent commercial license agreement.
Updates Clause
The Licensor may, from time to time, provide updates or enhancements to the Assets under this Agreement at no additional cost to the Licensee. However, access to such updates is limited solely to the specific Hairstyles initially purchased by the Licensee. The Licensee is eligible to receive and use updates only for Assets they have already acquired under the terms of this Agreement. The Licensor shall inform the Licensee of the availability of any such updates.
Scope of Use for AI Training
- Data Analysis and Algorithm Development: The Licensee is permitted to use the Assets for analyzing data patterns, developing, testing, and improving AI algorithms, and training machine learning models in recognizing, interpreting, or generating 3D hair models based on the Assets.
- Internal Research and Development: Use of the Assets for internal R&D purposes aimed at advancing the Licensee’s AI technologies. This includes but is not limited to, enhancing model accuracy, learning capabilities, and processing efficiency.
- Testing and Validation: Applying the Assets in testing the performance and reliability of AI models under development. This includes validating the AI’s ability to correctly interpret or replicate the characteristics of the Assets.
Restrictions
- The Licensee shall not use the Assets for any purposes beyond AI Training without obtaining a commercial license from the Licensor.
- The Licensee shall not distribute, sell, or otherwise make available the trained AI models or any derivative works for commercial purposes without transitioning to a commercial license.
Audit Rights
The Licensor reserves the right, upon reasonable notice to the Licensee, to audit the use of the licensed Assets to ensure compliance with the terms of this Agreement. The Licensee agrees to cooperate with any such audit and to provide access to records and information reasonably necessary for the Licensor to conduct the audit.
Transition Clause
Before any commercial use of AI models developed with the Assets, the Licensee must inform the Licensor of their intention. Failure to notify the Licensor prior to initiating commercial exploitation will automatically subject the Licensee to the terms of the Commercial License Agreement. This Agreement specifies the rights and obligations related to commercial use, including but not limited to applicable fees, royalties, or revenue-sharing models. Having initially purchased the AI Training License, the Licensee will be required to pay the difference to fully acquire the Commercial License, aligning their financial commitment with the comprehensive terms for commercial activity. This measure ensures a seamless transition to commercialization under a framework that respects the rights and expectations of both parties.
Intellectual Property Rights
The Licensor retains all rights, title, and interest in the Assets, including any and all intellectual property rights associated with them. The license granted herein permits the use of the Assets solely for AI training purposes within the Licensee’s organization and does not confer any ownership, copyright, or other intellectual property rights to the Licensee.
The Licensee acknowledges that any commercial application utilizing the insights, data, or capabilities derived from the Assets requires a separate Commercialized AI License and agrees to respect the intellectual property rights of the Licensor by not engaging in unauthorized use.
Attribution
The Licensee agrees to provide appropriate credit to the Licensor for the use of the Assets in any AI models, products, or services developed using the Assets. Such credit shall be in a form and manner agreed upon by the Licensor, suitable for the context in which the Assets are used. This requirement applies to any public display, distribution, or commercial exploitation of the AI models, products, or services utilizing the Assets. The Licensor and Licensee will agree upon the format and placement of such credit prior to any public use, ensuring it is practical and appropriate for the medium involved. Failure to provide the agreed-upon credit may constitute a breach of this Agreement.
Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the intent of the parties. If such modification is not possible, the relevant provision shall be excluded from this Agreement. The invalidity, unlawfulness, or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.
Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God, war, strike, earthquake, pandemic, or any other event beyond the reasonable control of either party (‘Force Majeure Event’). In the event of a Force Majeure Event, the affected party shall notify the other party as soon as practicable, detailing the nature of the event and any anticipated delay in performance. Both parties agree to take reasonable steps to mitigate the effects of the Force Majeure Event. If the event persists beyond (90) days, either party may terminate the Agreement with immediate effect by providing written notice.
Data Protection and Privacy
The Licensee commits to adhering to all applicable data protection and privacy laws, including GDPR where relevant. If personal data processing is involved using the Assets, the Licensee shall enter into a Data Processing Agreement (DPA) with the Licensor to detail the scope, nature, and purpose of data processing, ensuring compliance with data protection laws.
Confidentiality
Both parties commit to maintaining the confidentiality of any proprietary information exchanged during the term of this Agreement.
Termination
The Agreement remains effective until terminated. Breach of terms may result in termination, requiring cessation of Asset use.
Disclaimer of Warranties & Limitation of Liability
The Asset is provided “as is,” without warranties. Liability for any claims arising from use of the Asset is limited.
Modification of the Agreement Clause
This Agreement may be updated or modified by the Licensor to reflect changes in legal or regulatory requirements, or adjustments to the terms reflecting changes in the Licensor’s business or the technological landscape. Any such modifications will be communicated to the Licensee via the Licensor’s official website or through direct communication. Continued use of the Assets by the Licensee after such modifications have been announced constitutes acceptance of the revised Agreement terms by the Licensee. The Licensee is encouraged to review the Agreement periodically on the Licensor’s website to ensure familiarity with the most current version of the Agreement.
Integration Clause
This Agreement constitutes the entire agreement between the Licensor and the Licensee regarding its subject matter and supersedes all prior understandings, agreements, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and either posted on the Licensor’s website or directly communicated to the Licensee.
Governing Law
This Agreement shall be governed by the laws of the United Kingdom, subject to UK courts’ jurisdiction.
Acknowledgment
By utilizing the Asset under this AI Training License, the Licensee acknowledges agreement to these terms.
Last updated: 15th March 2024.