Trainspot, Inc. Content License Agreement

Effective October 11, 2024

This Agreement provides the terms on which persons or entities may license Content (as defined below) from us via the Trainspot platform at www.trainspot.com (the “Trainspot Site”) to train, build, and support Large Language Models and related artificial intelligence (AI) technologies.

If you have any questions regarding this Agreement, please contact us at [email protected].

Your Acknowledgment of Agreement with Trainspot
1. By clicking to accept this agreement within the Trainspot Site, this Agreement becomes a binding legal agreement between Trainspot, Inc. and its affiliates (collectively, “Trainspot”) and the person or entity named as “Licensee” at the time of purchase.
2. You acknowledge that you have read this Agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it, whether or not you did so. You represent and warrant that you have the full legal authority to bind the person or entity named as “Licensee” in the Purchase Order Form to the terms of this Agreement. Except as used in this subsection or where explicitly indicated otherwise, “you” as used in this Agreement shall mean the person or entity named as “Licensee.”
3. This Agreement constitutes the entire understanding between you and Trainspot and supersedes any prior agreement, oral or written, and any other communication between you and Trainspot relating to the subject of this Agreement.
4. This Agreement remains in full force and effect until terminated in accordance with its terms.
Definitions
1. “Content” refers to a work of authorship or portion thereof that is fixed in an electronic form. Content can include, by way of example, text, images, videos, software code, websites, datasets, or collections or amalgams of one or more of the preceding.
2. “AI Use” is use of Content for model training, software adjustments, fine tuning, or for use as grounding data in conjunction with techniques such as RAG (retrieval-augmented generation).
3. “Licensed Content” means the set of Content identified in the Purchase Order Form that is subject to the terms of this Agreement and listed as Licensed Content. Licensed Content may include one or more individual works (or compilations) of Content available on the Trainspot Site and may include Content owned by one or more right(s) holders. The Licensed Content does not include the information provided on the Trainspot Site to describe and classify the Content, including without limitation textual descriptive information (listing types and/or topics) regarding Content or content “Collections” (collectively, “Classification Information”).
Trainsport's License to You
1. Subject to the terms of this Agreement, including subject to the Prohibited Uses listed below, Trainspot grants to you a limited, revocable sublicense to the Licensed Content that is:
  1. Limited to the right to make AI Use of the Licensed Content. The Licensed Content may not be used for any other purpose.
  2. Non-exclusive, meaning that Trainspot, the owner(s) of rights under copyright to the Content included within the Licensed Content, and other parties may use the Licensed Content or license the Licensed Content to other persons or entities to use for AI Use and/or other uses.
  3. For use worldwide.
2. The license Trainspot grants to you excludes the following Prohibited Uses:
  1. You undertake not to use any Licensed Content for any use other than AI Use.
  2. You undertake not to make any use of the Licensed Content that is in violation of any applicable laws, regulations, or rules applicable to the jurisdiction in which the Licensed Content is used, transported, or developed.
  3. You undertake not to make any use of the Licensed Content that allows any third party to download, view, extract, or redistribute all or substantially all of any particular piece of Content included within the Licensed Content.
  4. You undertake not to falsely represent that you are the original creator of the Licensed Content, any Content included within the Licensed Content, or of a derivative work that is comprised entirely or substantially of any Content included within the Licensed Content.
3. Subject to the terms of this Agreement, Trainspot grants to you for the length of term a limited, revocable license to use the name(s) of the creator(s) or owner(s) of rights to Content included in within the Licensed Content and any titles of works therein to accurately provide appropriate attribution. You undertake not to use any Content or Classification Information within advertising or promotional materials without obtaining prior written authorization from Trainspot. You undertake not to use any name(s), trademark(s), logo(s), or associated branding or content of any creator(s) or owner(s) of rights to any of the Licensed Content for any other purpose without prior written approval.
4. The rights granted to you under this Agreement are non-transferable and non-sublicensable. You cannot transfer or sublicense them to any other person or entity.
5. All rights not expressly granted in this Agreement are reserved by Trainspot and/or the owner(s) of rights to the Licensed Content.
Your Acknowledgements, Undertakings, and Wiavers
1. You undertake not to use any Licensed Content, or any artifacts derived or partially derived from the Licensed Content (e.g., ML models trained using the Licensed Content), any other Content, or any Classification Information for a Prohibited Use or in any manner otherwise outside the scope and duration of this Agreement.
2. You acknowledge Trainspot is not responsible for the content, quality, accuracy, or completeness of Classification Information or Content offered on the Trainspot Site.
3. You acknowledge that Trainspot reserves the right to delete, move, refuse to accept, or edit any Content and Classification Information in its discretion and may discontinue licensing any Content at any time in its sole discretion.
4. You acknowledge that, despite Trainspot’s reasonable efforts, Content included within the Licensed Content may be subject to a claim of infringement of a third party’s right, Trainspot may require you, on written notice or upon your knowledge, at your own expense, to immediately cease all use of such Content and delete or destroy any copies of such Content within your possession, custody, or control. Failure to take such action shall waive, in whole or in part, any indemnity owed by Trainspot to you under Section 7(b). Trainspot may, in its sole discretion, provide you with: (i) comparable, replacement Content, as determined by Trainspot, free of charge, subject to the other terms of this Agreement; and/or (ii) a partial or whole refund of any License Payment Terms you paid Trainspot for such Content.
5. You acknowledge that Trainspot may, in its sole discretion and upon reasonable notice, audit your records directly related to this Agreement and your use of Licensed Content to verify compliance with the terms of this Agreement. You agree to provide Trainspot, whether through its own employees or third-party agents, reasonable access and cooperation as may be required to effectuate such an audit.
6. You are responsible for all use of the Trainspot Site that occurs in conjunction with your account and passwords. Trainspot shall have no liability regarding or responsibility to monitor the licensing of Content done under your login and password.
Representations and Warranties
1. You hereby represent and warrant that (i) you have the legal capacity and authority to enter into this Agreement and perform your obligations hereunder; and (ii) you will comply with all applicable laws in your interactions with Trainspot and the Trainspot Site.
2. Provided that you have been in full compliance with this Agreement and any other obligations you have towards Trainspot, Trainspot represents and warrants that your use of the Licensed Content consistent with the terms of this Agreement will not infringe any patent, trademark, copyright, trade secret, right of privacy, right of publicity, or any other applicable law or proprietary right.
3. Notwithstanding the foregoing paragraph, Trainspot does not make any representation or warranty with regard to the use of names, personal information, trademarks, trade dress, logos, designs, works of art, or architecture, whether registered or unregistered, depicted or contained within the Licensed Content. You acknowledge that you are solely responsible for determining whether releases are required for your intended use of the Licensed Content and for obtaining such releases.
License Payment terms
1. The license to you by Trainspot for use of the Licensed Content under this Agreement is made under the financial terms specified in the Purchase Order Page. You agree to pay Trainspot the License Payment Terms. If you fail to pay promptly, Trainspot may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
2. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you or of your use of the Licensed Content.
3. You acknowledge and agree that compliance with the License Payment Terms is necessary consideration for the grant of rights provided to you in this Agreement and that Trainspot, in its discretion, may deem failure to comply with the License Payment Terms, or any accrued service charges, as, in itself, a material breach of this Agreement.
Indemnification
1. You agree to indemnify, defend, and hold Trainspot and its affiliates, and their respective directors, officers, employees, shareholders, agents, and licensees of Content (individually and collectively, the “Trainspot Parties”) harmless from all damages, claims, liability, losses, costs, legal fees, and expenses incurred by the Trainspot Parties as a result of or in connection with: (i) any use or alleged use of the Trainspot Site, the Licensed Content, Classification Information, or communication made under your account, whether or not authorized by you; (ii) any breach by you of this Agreement; (iii) your use of any Content, Licensed Content, or Classification Information outside the scope of this Agreement; and (iv) your failure to obtain any required release(s) for your use of the Licensed Content.
2. Provided that you are not in breach of this Agreement or any other agreement between you and Trainspot, Trainspot agrees to indemnify, defend, and hold you harmless from all damages, claims, liability, losses, costs, legal fees, and expenses arising out of or in connection with any breach or alleged breach by Trainspot of the representation and warranty set forth in Section 5(b) above, subject to the limitations set forth in Section 7(c) below. However, this indemnification does not apply to any damages, claims, liability, losses, costs, legal fees, or expenses arising out of or a result of any modification made by you to the Licensed Content or to your continued use of Content following notice from Trainspot, or upon your knowledge, that such Content is subject to a claim of infringement of a third party’s right.
3. To obtain indemnification by Trainspot pursuant to this Section, you must promptly notify Trainspot in writing of the claim by providing notice pursuant to Section 13(a) of this Agreement. Trainspot will not be liable for any legal costs, including attorneys’ fees and related costs, incurred prior to such written notice. Upon notice, Trainspot has the right to assume exclusive control and defense of the matter subject to indemnification by Trainspot, and you must promptly cooperate in any way reasonably requested by Trainspot.
4. Trainspot reserves the right, at your expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to promptly cooperate in any way reasonably requested by Trainspot in connection with the defense of such claim.
The Term and Termination of this Agreement
1. This Agreement is effective until terminated.
2. Trainspot may terminate this Agreement if you breach any of the terms herein or any other agreement between you and Trainspot. Such termination is effective immediately upon written notice from Trainspot to you by email at the last email address contained in your account information.
3. You may terminate this Agreement by providing notice pursuant to Section 13(a) of this Agreement and including a written request for cancellation. Upon such written request, your rights to Licensed Content under this Agreement immediately terminate.
4. Upon termination, you must: (i) immediately cease all use of the Licensed Content; (ii) delete or destroy any copies of such Content in your possession, custody, or control; and (iii), if requested by Trainspot, confirm in writing your compliance with these requirements.
5. Termination of this Agreement shall operate without prejudice to Trainspot’s rights, defenses, and limitations of liability provided under this Agreement, which shall survive termination of this Agreement.
Trainspot's Disclaimer of Warranties
TRAINSPOT’S PRODUCTS AND SERVICES ARE PROVIDED BY TRAINSPOT “AS IS” WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TRAINSPOT DOES NOT REPRESENT OR WARRANT THAT THE TRAINSPOT SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, WILL BE MADE AVAILABLE FOR SALE OR LICENSE, THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ITS USE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
Trainspot's Limitation of Liability
1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE TRAINSPOT SITE.
2. EXCEPT AS PROVIDED IN SECTION 7(B), IN NO EVENT SHALL TRAINSPOT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS, LICENSORS, OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT, OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE TRAINSPOT SITE; THE CONTENT OR ANY PART THEREOF; OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF TRAINSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE.
3. TRAINSPOT’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH CONDUCT ARISING OUT OF OR RELATING TO THE MATTERS DISCUSSED HEREIN SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. EXCEPT WHERE PROHIBITED BY LAW, TRAINSPOT’S TOTAL MAXIMUM AGGREGATE LIABILITY SHALL BE LIMITED TO THE FEES COLLECTED BY TRAINSPOT FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) U.S. DOLLARS.
Applicable Law and Arbitrations
1. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard for its conflicts of laws principles. Venue for any dispute concerning, involving, or in any way implicating this Agreement shall lie exclusively in the federal and state courts of New York, New York, and the Parties hereby consent to in personam jurisdiction in such courts.
2. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures or of the International Center for Dispute Resolution (“ICDR”) in effect on the date of the commencement of the arbitration to be held in the following jurisdiction closest to you: New York, New York or San Francisco, California. All aspects of the arbitration proceedings shall be in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Trainspot shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Trainspot, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any proceeding within the scope of this section shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
3. You consent to service upon you of any required notice or process concerning or relating to this Agreement to be solely by registered mail or overnight courier with proof of delivery notice to the last address or contact information provided by you in your account information.
4. Regarding any dispute with Trainspot, you waive any right you may have to trial by jury and to commence or participate in any class action.
5. You will reimburse Trainspot for its legal fees, costs, and disbursements associated with any successful effort by Trainspot to enforce its rights under this Agreement.
Miscellaneous
1. This Agreement can be amended by written agreement of the parties or by Trainspot providing you thirty (30) days written notice by email at the last email address contained in your account information and posting amendments to the Trainspot Site. Your failure to terminate this Agreement within thirty (30) days of such notice by Trainspot shall be deemed acceptance by you of the amendments, and the amendment shall be incorporated by reference into this Agreement.
2. This Agreement is binding on you, your successors, and heirs and is not assignable without Trainspot’s prior written consent. Trainspot may assign this Agreement without your consent to any other party who agrees to be bound by its terms. Trainspot shall not be deemed to have waived any of its rights hereunder except in a signed writing specifically referring to this Agreement and the right that is being waived. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, then such provision shall be reconstrued to effect the intent of the Parties as expressed herein to the greatest extent possible, and all other provision of this Agreement shall remain in full force and effect. The headings herein are included solely for convenience and do not form a substantive part of this Agreement.
Notice
1. Notice to Trainspot under this Agreement will be considered given when received in writing by Trainspot at [email protected]. Trainspot may update or change the foregoing email and/or mailing address by notice to you.
2. Notice to you under this Agreement will be considered given when sent by Trainspot to the email and/or mailing address provided by you in your account information on the Trainspot Site. You may update the email or mailing address associated with your account at any time through the Trainspot Site.