LIVEKIT MODEL LICENSE AGREEMENT

1. Introduction

   LiveKit Incorporated ("LiveKit") is making available its proprietary models for
   use pursuant to the terms and conditions of this Agreement. As further
   described below, you may use these LiveKit models freely but can only use them
   together with the LiveKit Agents framework. You cannot use the LiveKit models
   on a standalone basis or with any other frameworks.

   BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING
   OR USING THE LIVEKIT MATERIALS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD,
   AND, AS A CONDITION TO YOUR USE OF THE LIVEKIT MATERIALS, YOU AGREE TO BE
   BOUND BY, THE FOLLOWING TERMS AND CONDITIONS.

2. Definitions

   "Agreement" means this LiveKit Model License Agreement.

   "Documentation" means the specifications, manuals, and documentation
   accompanying any LiveKit Model and distributed by LiveKit.

   "Licensee" or "you" means the individual or entity agreeing to be bound by
   this Agreement.

   "LiveKit Agents" means the proprietary LiveKit software framework for building
   real-time multimodal AI applications with programmable backend participants.

   "LiveKit Materials" means, collectively, the LiveKit Models and Documentation.

   "LiveKit Model" means any of LiveKit's proprietary software models or
   algorithms, including machine-learning software code, model weights,
   inference-enabling software code, training-enabling software code, and
   fine-tuning enabling software code. Any derivative works of a LiveKit Model,
   whether developed by LiveKit, you, or any third party, will be deemed the
   "LiveKit Model" for the purposes of this Agreement.

3. License Rights

   Right to Use LiveKit Materials. Subject to the terms and conditions of this
   Agreement, including the requirements of Section 3.b, LiveKit grants you a
   nonexclusive, nontransferable, worldwide, royalty-free license under LiveKit's
   intellectual property rights to use, reproduce, distribute, copy, and create
   derivative works of the LiveKit Materials.

   Limitation on Use. As a condition to your use of the LiveKit Materials, you
   agree: (i) not to use any LiveKit Models on a standalone basis or with any
   frameworks other than LiveKit Agents; (ii) not to use any LiveKit Materials or
   any output from, or results of using, LiveKit Models (including any derivative
   works thereof) to improve or otherwise develop any other models that are not
   LiveKit Models; or (iii) distribute or otherwise make available the LiveKit
   Materials (including any derivative works thereof) except (x) pursuant to the
   terms of this Agreement, and (y) you reproduce the above copyright notice.

4. Intellectual Property

   The LiveKit Materials are owned by LiveKit and its licensors. Except for the
   rights granted to you under this Agreement, all rights are reserved and no
   other express or implied rights are granted.

   You will own any derivative works that you created from the LiveKit Materials,
   subject to the terms of this Agreement.

5. Disclaimer

   UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, LIVEKIT PROVIDES
   THE LIVEKIT MATERIALS, AND ANY OUTPUT OR RESULTS THEREFROM, ON AN "AS IS"
   BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
   INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE,
   NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU
   ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR
   REDISTRIBUTING THE LIVEKIT MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR
   USE OF THE LIVEKIT MATERIALS AND ANY OUTPUT AND RESULTS.

6. Limitation of Liability

   IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE),
   CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS DELIBERATE
   AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING, WILL LIVEKIT BE LIABLE TO
   YOU FOR INDIRECT DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
   DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT OR OUT OF THE
   USE OR INABILITY TO USE THE LIVEKIT MATERIALS OR ANY OUTPUT OR RESULTS
   THEREFROM (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK
   STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
   DAMAGES OR LOSSES), EVEN IF LIVEKIT HAS BEEN ADVISED OF THE POSSIBILITY OF
   SUCH DAMAGES.

7. Trademarks

   This Agreement does not grant permission to use the trade names, trademarks,
   service marks, or product names of LiveKit, except as required for reasonable
   and customary use in describing the origin of the LiveKit Materials.

8. Term and Termination

   The term of this Agreement commences upon your acceptance of this Agreement
   and continues in effect until you cease using the LiveKit Materials or it is
   terminated by either party (on immediate written notice to the other party).
   This Agreement will automatically terminate if you breach any of its terms.
   Upon termination, you must immediately cease all use of the LiveKit Materials.
   Sections 4, 5, 6, and 9 will survive termination.

9. Governing Law and Venue

   This Agreement is subject to the laws of the State of California, without
   regard to its conflict of laws principles. The UN Convention on Contracts for
   the International Sale of Goods does not apply to this Agreement. The courts
   located in San Francisco, California, have exclusive jurisdiction for any
   dispute arising out of this Agreement.

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Last Updated: November 25, 2024