Legal
Marketplace License
This is the full text of the current Marketplace License. It is published, not click-accepted: a purchase records the version in effect at the sale by its SHA-256, and the Order License of an order attaches it. You can request an earlier version from support@graunt.com.
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# Graunt Marketplace License **Version:** 3.2 | **Effective:** November 8, 2026 --- ## 1. Scope and Definitions **1.1 Agreement.** The Seller of each Listing on Graunt grants this License for that Listing's Content. This License is solely between you and the Seller. Graunt operates the marketplace and is not a party to this License or the licensor of any Content. **1.2 Formation.** The Seller offers this License on the Listing Terms or, to a buyer it invites, on terms it sets for that buyer, and this License is formed when you buy or acquire the Listing. An Order made from a quote is subject to the files, purposes, term, territory, Client and price the Seller confirmed for it. **1.3 Acceptance.** You accept this License and the Order Licenses of an Order once, for the whole Order, when you continue to payment or accept an Order Form (Buyer Terms Sections 1 and 6). **1.4 Modules.** Each Module forms part of this License, applies to Content of its kind in every Listing whether or not the schedule lists it, and governs that Content where it is more specific than this License. **1.5 Entire agreement; precedence.** This License, the Addendum for the sales it covers and the Listing Terms are the entire agreement between you and the Seller for each Listing. In the event of conflict, a signed Order Form controls, then the Listing Terms, then this License. A Seller's additional terms that you accept at checkout are Listing Terms, and they control over a Permission or this License only to the extent they narrow the uses allowed or disclose a fact about the Content. Terms in a purchase order or other document you provide will not apply unless a signed Order Form adopts them. **1.6 Definitions.** In this License: - **"Addendum"** means the Graunt Enterprise and Video License Addendum. - **"Affiliate"** means an entity that controls, is controlled by, or is under common control with a party. - **"Client"** means the one client you may name under Section 6. - **"Content"** means the data a Listing sells, as its files, rows and records are delivered to you. - **"Entitlement"** means your right, arising from an Order, to access and use a Listing's Content. - **"Identifiable"**, of a person, means recognizable from the Content or what accompanies it, by face, body, voice, a tattoo or other distinctive mark, name or other details in the files or their metadata. - **"License Type"** means Buy or Reference (Section 2.2). - **"Line"** means one row of an Order License's schedule, covering one Listing, or, in an Order with no Order License, the Listing bought. - **"Listing"** means an offer of Content on Graunt. - **"Listing Terms"** means the rights, Permissions, declarations and other terms recorded for a Listing at the sale. - **"Model"** means a machine-learning model, including its weights, parameters and configuration, in any form. - **"Module"** means each Content module of this License: A (video and people on camera), B (audio and voice), C (images), D (personal information), E (text and documents), F (code) and G (structured and tabular data). - **"Order"** means the Listings you acquire in one transaction, paid or free: a single purchase, a cart, an order from a quote or a subscription. - **"Order Form"** means a Graunt Order Form signed by you and the Seller. - **"Order License"** means the record Graunt issues for each Order other than a subscription or a purchase from a data pool, as a document and as data, of this License, the Modules its Lines require and a schedule stating, for each Listing, its Seller, price, purposes, Permissions, term, territory, delivery, the Seller's declarations and any Client. - **"Outputs"** means what a Model produces when used. - **"Permissions"** means the Seller's answers, recorded for a Listing, to the questions in Section 3. - **"Seller"** means the account that lists the Content. - **"Substantial Part"** means a part of the Content that is substantial in amount or importance, including small parts taken repeatedly, any part from which a file or table of the Content can be rebuilt and, for video, images and audio, any frame, still, clip or passage in which the Content can be recognized. - **"you"** means the account that acquires a Listing and, where Section 5 permits them to use the Content, its Affiliates. "Including" and "for example" are not words of limitation. ## 2. License Grant **2.1 Grant.** Subject to this License, on completion of your Order the Seller hereby grants you a worldwide, non-exclusive, non-transferable license, sublicensable only under Section 6, to receive, reproduce, store, modify and use the Content and to create derived data and Models from it, for the purposes the Listing Terms allow and the term of your License Type, subject to Section 15. The Seller waives, or where it cannot waive agrees not to assert, any moral rights in the Content to the extent those uses require. This License extends only to the rights the Seller holds and grants no rights in material of others that the Listing discloses. **2.2 License Types.** A Listing may offer Buy, Reference or both, each a separate license within the Listing's Permissions, at the price the Seller sets. 1. **Buy** is a perpetual, non-exclusive license for every purpose the Listing's Permissions allow, including Model training where they allow it, unless the Listing sets a term under Section 3(11). Every one-time purchase and every free acquisition is Buy. 2. **Reference** is a license, for the term of your subscription, to read and retrieve the Listing's current text through Graunt's channels, such as your account, your keys and the AI tools you connect, within a daily limit, and to use what you retrieve to ground, cite and answer in your own work, systems and agents as Section 2.6 permits. Reference includes no download of the Listing's files and, for video, images or audio, covers only their text, such as a transcript or captions. Under Reference you will not train, fine-tune, align or distill a Model on the Content, generate synthetic data from it, or extract, copy or store it systematically or in bulk. Reference is for your organization, its staff, contractors, systems and agents, not for the users of any product or service you offer to others, and Section 6 does not apply to it. Under a subscription not sold as Reference, the Seller grants you, for each subscription period including renewals, the uses the Listing's Permissions allow, as under Buy. **2.3 Purposes.** Where the Listing permits Model training, Buy permits you to use the Content to (a) train, fine-tune and align Models, (b) evaluate, test, benchmark and red-team Models and systems, (c) build retrieval, grounding, search and ranking systems, (d) generate synthetic data, (e) conduct research and development, and (f) use, deploy and commercially exploit the Models and systems you build. Otherwise, Buy permits the other purposes the Listing Terms allow, such as retrieval, analysis and internal use. You may publish the results of your evaluations, such as scores and error rates, but not the Content or any recognizable portion of it. **2.4 Restrictions.** Except as a public-use Permission under Section 3(2) or Section 6 allows, you will not (and will not allow anyone else to) redistribute, resell, publish or publicly display the Content or any recognizable portion of it. You will not use a Model to output the Content or a recognizable portion of it, except as Section 2.6 allows. **2.5 Ownership.** As between you, the Seller and Graunt, you own the Models you train with the Content, their weights and Outputs, the synthetic data you generate with them, and your other results that contain no recognizable portion of the Content and no more than a de minimis part of it, subject only to the Permissions and Sections 7, 10 and 15. Moving your Models with your business, or giving them to a contractor or host that runs them for you under a duty of confidentiality, is not a release under Section 3(7). No title to or ownership of the Content passes to you. The Seller retains its copyright, database rights and all other rights in the Content not expressly granted in this License, and may license the Content to others or stop offering it without terminating this License. **2.6 Retrieval systems.** Under Buy, and under a subscription not sold as Reference, you may index, embed, chunk and store the Content in retrieval, grounding and search systems you operate for yourself and your Client. Under Reference you may use the text you retrieve only to answer, and keep it no longer than an answer needs, with no index or store of it. A system or answer that uses the Content may display to its users only what an answer requires, and no Substantial Part of the Content, limited to (a) short excerpts of text, with any citation the Listing requires, unless excerpts are not permitted under Section 3(6), and (b) a value, a few rows or records, or a few lines of code. It will not display video, images or audio unless the Listing grants public use. A system that displays Content only to your own staff and contractors under a duty of confidentiality is internal use. **2.7 Other sources and public licenses.** This License governs only the copy of the Content you obtain through Graunt, and not public-domain material or material you obtain elsewhere or hold under another license. Where a Listing is offered under a public license, such as a Creative Commons, open-data or open-source license, the Listing Terms identify that license, which governs to the extent it is more permissive than this License. Sections 7 and 8 apply in all cases. **2.8 Samples.** A sample Graunt shows you before you acquire a Listing, on its page or privately, is licensed to you solely to evaluate whether the Listing suits your purpose, including, where the Listing permits training, a test of training or fine-tuning whose weights you do not retain. You will not use a sample in production or a product, add it to a collection of data, share it beyond the people evaluating it for you or the client for which you are evaluating it, attempt to identify anyone in it or remove its marks, and Sections 7 and 10(3) apply to it. SAMPLES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR INDEMNITY. Unless your acquisition of the Listing covers it, you will delete each sample when your evaluation ends and within 30 days after receiving it. **2.9 Delivery.** Your Entitlement provides the access the Listing describes, such as download or key access. For a Listing delivered from the Seller's own storage, the file list fixed at your purchase, with each file's size and checksum, records what you bought. If the Seller stops offering a Listing or closes its account, this License continues, and (a) a one-time purchase retains the files Graunt holds for it, (b) a subscription runs to the end of its paid period, and (c) a Listing delivered from the Seller's storage remains available for your access period. Where Content is delivered on drives, you pay the Seller's price per drive, shipping included, at checkout, and the drives are yours to keep, while the Content on them stays licensed under this License; Section 4 of the Buyer Terms governs their shipment, loss and replacement. **2.10 Prepared files.** Files Graunt prepares from the Content are part of the Content you license. Graunt licenses the material it adds to them under the Buyer Terms, and where a prepared file differs from the Content as the Seller delivered it, the Seller's file governs. ## 3. Permissions Each Listing records the Seller's answer to each question below. Use of the Content outside the Permissions is a breach of this License. 1. **Train AI Models on it.** *Yes* or *No*. If *No*, you will not use the Content to train, fine-tune, align or distill a Model, directly or indirectly, including on synthetic data or Outputs made from it or through a service that trains on what you send it, but you may use it for retrieval, grounding, analysis and internal use and to test and score Models. 2. **Show it publicly.** *No*, *Editorial*, *Promotional* or *Commercial*, offered only for video, images and audio. If *Editorial*, you may show or publish it in news, commentary, education and documentary work, credited as item 4 requires for *Required*, without altering what it shows or placing it in a misleading context, and not in advertising, promotion, endorsement or merchandise. If *Promotional*, you may do so in your own promotion of your Models, products and research. If *Commercial*, you may do so in your own or your Client's products, productions, services, advertising and promotion, in any medium and without limit on copies, views or audience, as delivered or edited and combined with other material. In each case the Content will remain part of the work you made, and you will not offer it, or any recognizable portion of it, as a file others can download, extract or reuse, include it in a stock library, searchable gallery or collection of data, or use it in a trademark, logo or business name. No public use extends to a person beyond what that person's release covers. Where the Permissions grant promotional or commercial use of Content that shows Identifiable persons, the Seller warrants that the release of every person who is a subject of the Content covers that use. 3. **Sublicensing to one client.** *Not permitted* or *Permitted*. If *Not permitted*, Section 6 does not apply, and you hold this License for yourself alone. 4. **Credit the seller.** *Not needed*, *Preferred* or *Required*. If *Preferred*, the Seller requests, but this License does not require, credit where you publicly describe a Model or a work built with the Content. If *Required*, you will cite the Listing by the Seller's public name and the Listing's title where you publicly describe a Model or a work built with the Content or display an excerpt of it, and you and your Client will credit Content shown or published under public use with the Listing's credit line or, where it gives none, the Seller's public name, in the place and manner customary for the medium wherever a credit is reasonably practicable. An inadvertent failure to cite or credit is not a breach if you add the citation or credit, where the work allows, within 30 days after you learn of it. 5. **Make synthetic data from it.** *Yes* or *No*. If *No*, generating synthetic data from the Content is outside this License. 6. **Show excerpts of it in retrieval answers.** *Yes* or *No*. If *No*, a retrieval, grounding or search system may use the Content to find and rank answers but will not display excerpts of it. 7. **Release the weights of a Model trained on it.** *Yes* or *No*. If *No*, you may use a Model trained on the Content and offer it as a service, but you will not publish, sell, license or otherwise distribute its weights. 8. **Use the audio.** *Yes* or *No*, for video and audio. If *No*, the soundtrack of video, or the audio of a recording, is not licensed, and you will not use it. A transcript or captions the Seller lists with the Content are not the audio, remain part of the Content and are subject to Section 7. 9. **The client's affiliates may use it.** *Yes* or *No*, where sublicensing to one client is permitted. If *No*, only your Client may use the Content. 10. **Leave out these brands, people or subjects.** *None*, or those the Listing names. You will exclude the parts of the Content that show them, as the Listing's manifest identifies them or, for brands and subjects other than people that it does not identify, as you can reasonably identify them, from training and every other use, and will take reasonable steps to prevent your Models from generating them. 11. **Term.** *Perpetual*, or a number of days. 12. **Territory.** *Worldwide*, or named countries. Where a Listing names countries, you will store, process, show and publish the Content only in them. Section 2.5 governs the Models you build. Each Listing records an answer to item 1, and where it records no answer to another item, the first answer listed for that item applies. No answer other than a public-use answer under item 2 expands this License. ## 4. Updates When the Seller publishes an update to a Listing you hold, the updated Content is covered by this License on the same terms, at no additional charge. For a one-time purchase, if an update removes a file that was part of the version you acquired, you retain the version you acquired. A purchase priced by the hour remains on the revision you paid for. Reference and any other subscription follow the Listing's current version. ## 5. Users and Transfer **5.1 Non-transferability.** This License is personal to you and is not transferable. Except under Sections 5.5 and 6, you will not assign, sell, lend, sublicense or otherwise transfer this License, your Entitlement or the access it grants, or share the access credentials or passes tied to your Entitlement. **5.2 Affiliates and employees.** Your Affiliates and employees may use the Content on your behalf, for the purposes the Listing allows and under a duty of confidentiality, and you are responsible for them as for yourself. **5.3 Contractors and service providers.** Your contractors and service providers, such as computing, storage, training, hosting and labeling providers, may work on the Content only for you, under terms that keep it confidential and bind them to the restrictions of this License, which a provider's standard terms satisfy if they give it no right to use the Content for its own purposes. Providing the Content to a provider whose terms permit it to train its own Models on the Content, or otherwise use it for its own purposes, is a transfer this License does not permit, and if you learn that a provider has done so, you will stop providing it the Content and notify Graunt. **5.4 Services to others.** Except for your Client under Section 6, you will not use the Content to provide services to other businesses, including by training, tuning or evaluating a Model, or answering questions from the Content, to another business's order. Offering your own Models, systems and products to your customers generally is not such a service. **5.5 Change of control; assignment.** A change in your ownership or control is not a transfer. You may assign this License, with your Entitlement, to a successor to all or substantially all of the business that uses the Content, if the successor agrees to be bound by this License and you notify Graunt, and your Client's sublicense passes with it. This License may not be sold or transferred separately from that business. The Seller may assign its rights under this License with its rights in the Content, and any assignee takes them subject to this License. **5.6 Sanctions and export control.** You represent that neither you nor any Client you name (a) is, or is owned or controlled by, a person with whom United States sanctions law prohibits the Seller or Graunt from dealing, (b) is a covered person under 28 C.F.R. Part 202, or (c) is controlled by a foreign adversary under 15 U.S.C. 9901. You will not export, re-export or provide access to the Content, or a Model trained with it, where United States export-control or sanctions law prohibits it, and you and your Client will not sell, license or otherwise provide the Content, or data derived from it, to a country of concern or covered person as that Part defines them. You will notify Graunt within seven days of any known or suspected breach of this Section 5.6. ## 6. Sublicense to One Client Where the Listing permits sublicensing to one client under Section 3(3), you may acquire this License for one Client and pass it through to that Client, at no additional charge from the Seller or Graunt, as follows: 1. **Use for the Client.** You will use the Content only to receive, check, prepare and label it, to train, tune and evaluate Models for your Client, to make for your Client the works the Listing's public use allows, and to deliver the Content and that work to your Client. If you use the Content for yourself, you hold this License for yourself under Section 2 and may not sublicense it. 2. **Identification.** You will give Graunt your Client's full legal name, jurisdiction, and website or company registration number when you buy, or within 30 days after and before you deliver anything to the Client, and you warrant that they are accurate. A named Client may not be changed. 3. **Client terms.** Before you deliver, your Client will agree in writing to be bound by this License and the Listing Terms as you are, and the Seller may enforce them against your Client directly. You will deliver one copy, in one or more transfers. Your Client's Affiliates may use the Content on its behalf unless the Listing does not permit it under Section 3(9). Your Client will not sublicense or transfer the Content or redistribute its files. 4. **Retained copy; responsibility.** You may retain one copy to support your Client and to record what you delivered, and you are responsible to the Seller and Graunt for your Client's use as for your own. 5. **Termination.** Your Client's sublicense terminates with this License. You will promptly notify your Client, which will stop using the Content and delete it, and may keep its Models on the same terms as you. 6. **Confidentiality.** Graunt will keep your Client's identity confidential, telling the Seller only that one confidential Client is authorized, and may disclose it where the law or a government authority requires, to resolve a rights claim, takedown or dispute about the Content, to enforce this License, to enable the Seller to defend a claim against your Client, or with your consent. Graunt may screen the Client, including against sanctions and export-control lists, and may refuse to record it, or terminate its sublicense, where the law prohibits it from receiving the Content, without breach by any party, and you may continue to use the Content for yourself under Section 2. ## 7. People in the Content **7.1 Public use.** Where a Listing grants public use, you will not show a person in the Content in a way a reasonable person would find offensive or embarrassing, or suggest that the person endorses you, your Models or your products. Showing a person in connection with sexual or adult services, tobacco or vaping, weapons, a political party, candidate or cause, a physical or mental health condition or its treatment, or a crime is such a use unless the person's release names that use. **7.2 Release status.** Each Listing whose Content shows or records Identifiable persons states their release status, as its Seller declares it: - **Evidence on file**, meaning each Identifiable person signed a model release and the Seller holds the releases; - **Seller attested**, meaning the Seller states that each Identifiable person signed a model release; or - **Incomplete**, meaning some people who appear only incidentally, such as passersby, have not signed a model release, but every person who is a subject of the Content has, and the Listing's manifest identifies the files in which those people are Identifiable. An Identifiable person under 18 who is a subject of the Content may appear only in a Listing that declares Evidence on file, with a release signed by a parent or guardian, and an Identifiable person under 18 who appears only incidentally will have their face blurred or be removed. Each release covers the uses this License grants, including use by your Client under Section 6, and is not consent to any use Section 7.3 or 7.4 prohibits. **7.3 Prohibited uses.** Regardless of the Permissions, you will not use Content that shows or records a person (a) to make a deep fake or a digital replica of that person's face, body or voice, to clone their voice, or to make, tune or distribute a Model, tool or feature whose primary purpose is to produce a particular person's likeness or voice; (b) to infer from a person's biometric data their race or ethnicity, health, political opinions, trade union membership, religious or philosophical beliefs, sex life or sexual orientation, or to recognize a particular person's emotions to monitor or assess them; (c) to contact, locate, track or profile anyone shown or recorded in it; or (d) to make sexual or intimate content of anyone. Describing the Content with general labels, such as an apparent age range or a setting, measuring how a Model performs across groups of people, and training a Model that learns from many people are not prohibited by this Section 7.3. **7.4 Identification.** You will not identify any individual in the Content or create a face or voice template from it. You will not use the Content to build, train or improve a facial recognition database or other biometric identification system. This Section 7.4 does not prevent detecting faces to blur them, or comparing faces only to remove duplicate files from the Content. **7.5 AI-generated Content.** Each Listing states, as its Seller declares, whether its Content is not AI-generated, partly AI-generated or wholly AI-generated. **7.6 Withdrawn consent.** A person's withdrawal of consent is a claim under Section 15.2. ## 8. Personal Information Where the Content contains personal information, such as people on camera, business records with people's details or a company's workplace records, the Seller sells or discloses it to you only for the limited and specified purposes recorded with your Entitlement, and you and your Client will: 1. use it only for those purposes; 2. comply with the privacy and data protection laws that apply to you, and provide the same level of privacy protection as those laws require of the Seller; 3. protect it with reasonable technical and organizational security measures and notify the Seller through Graunt without undue delay of any breach of that security affecting it; 4. notify the Seller through Graunt if you make a determination that you can no longer meet these obligations; and 5. grant the Seller the right, upon notice through Graunt, including after a notice under item 4, to take reasonable and appropriate steps to help ensure that you use the information consistently with the Seller's obligations, and to stop and remediate unauthorized use of it. You will not attempt to re-identify a person whose details were removed from the Content or replaced with placeholders, or combine the Content with other data to identify anyone in it. You and the Seller are each an independent controller of the personal information in the Content, and neither processes it on the other's behalf. Module D applies to such Content. ## 9. Agents and Automated Access You may use agents, scripts and tools to access Content you have acquired, within your Entitlement and the Listing Terms. An agent you connect to your account may acquire a Listing and accept the Order License for you, and that acceptance binds you as if you had made it (Terms of Service Section 3.4). This License gives an agent no authority of its own, and you are responsible for every purchase, access and use made through your account, keys, passes or agents. ## 10. Obligations 1. **Competing collections.** You will not use the Content, or an extract, index, embedding or synthetic derivative from which it can reasonably be reconstructed, to build, train or offer a product whose purpose is to substitute for the Listing, meaning a collection of data offered to others in place of the Content or a Model offered principally to reproduce the Content. Section 2.5 governs Models and products built for other purposes, and nothing in this License prohibits you from independently collecting, buying or building similar data, or a product that competes with the Listing, without the Content. 2. **Provenance information.** You will retain the provenance and rights information delivered with the Content, including manifests, rights records, content credentials, watermarks and notices, and will not remove, alter or falsify it in your copy, but you may omit it from training inputs where a format requires if you retain it with your copy. 3. **Security.** You will protect the Content with reasonable technical and organizational security measures, no less protective than those you apply to your own confidential data, and will limit access to the people and systems that need it for the purposes the Listing allows. If you learn of any unauthorized access to, use of or copying of the Content, you will stop it, mitigate the harm and notify the Seller through Graunt without undue delay. 4. **Deletion.** Within 30 days after this License or its term ends under Section 15, you and your Client will delete the Content, including retrieval indexes, stored embeddings and chunks, caches and any collection made from it that contains a recognizable portion of it, except a copy the law requires you to retain and copies in routine backups until they expire, and you will not restore anything from those backups for use. You may retain the Models Section 15 permits you to keep, your evaluation results, and logs and metadata from which the Content cannot be rebuilt. At the Seller's request through Graunt, you will confirm the deletion in writing. 5. **Notice of claims.** You will notify Graunt if you receive a claim about the Content or learn that it reproduces another person's work without authorization. 6. **Compelled disclosure.** If a law, court or government authority requires you to disclose the Content, you will disclose only what is required and, where legally permitted, give the Seller advance notice through Graunt to allow it to seek protective treatment. 7. **Ownership claims; endorsement.** You will not claim the Content as yours, register it as your copyright, trademark or design, enroll it as yours in a content-identification or rights registry, or collect payment for it from a platform, collecting society or AI service. You may register your copyright in a work you made with the Content where the registration excludes the Content. You may name the Seller and the Listing in a citation or credit, but will not use the Seller's or Graunt's name to suggest that either endorses you, your Models or your products. 8. **Compliance with laws.** You will comply with the laws that apply to you. ## 11. Fees and Taxes You will pay the price stated in the Listing, the Order License or a signed Order Form. Graunt receives payment as the Seller's agent solely for receiving payment, and your payment to Graunt discharges your obligation to pay the Seller. Taxes are governed by the Buyer Terms. If the law requires you to withhold tax from a payment, you will increase the payment so that the amount received after the withholding equals the amount that would have been received without it. ## 12. Representations and Warranties **12.1 Seller warranties.** The Seller represents and warrants to you, as of the sale and, for an update under Section 4, as of the update, whether you paid for the Listing or acquired it free, that: 1. it has the rights, licenses, consents and releases needed to grant this License for the uses recorded with your purchase, and the Content, used as this License permits, infringes no person's rights, except as the Listing discloses; 2. it obtained the Content lawfully, without unauthorized access to any system or account, circumvention of a paywall or other technical protection, or breach of a site's or platform's terms; 3. where the Content contains personal information, it collected that information on a lawful basis that covers licensing it to buyers to build and test AI systems, gave the notices the law required and honored every opt-out it received; 4. each declaration the Listing makes about the Content is accurate, and the Content contains none of the information Module D excludes; 5. it used industry-standard practices, including up-to-date anti-malware software, to keep viruses and other harmful code out of the Content; 6. it has not knowingly included records intended to corrupt or manipulate a Model trained on the Content; 7. to its knowledge, no claim about the Content is pending or threatened; and 8. it is not, and is not owned or controlled by, a person with whom United States sanctions law prohibits you or Graunt from dealing. If the Seller learns that any of these warranties is no longer true, it will notify you through Graunt without undue delay. **12.2 Remedies.** If the Content does not conform to its Listing or these warranties, the Seller will, at its option and expense, correct it within 30 days after your notice through Graunt, failing which the price of the affected part will be refunded under the Refund Policy, or the whole price where the rest no longer serves the purposes the Listing described, and Section 15 governs your Models. Correction or that refund is your sole and exclusive remedy for nonconforming Content, except for fraud or a declaration the Seller knew was false, and without limiting the Addendum's indemnity. The Seller is not responsible for a nonconformity to the extent it results from your use of the Content in breach of this License or from changes you or your contractors made to it. **12.3 Disclaimer.** EXCEPT FOR THE WARRANTIES IN SECTION 12.1, IN THE MODULES AND IN THE ADDENDUM, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SELLER PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY. THE SELLER DOES NOT WARRANT THE ACCURACY OF CAPTIONS, LABELS, TRANSCRIPTS OR TAGS GENERATED BY SOFTWARE UNLESS THE LISTING STATES THAT PEOPLE REVIEWED THEM. **12.4 Graunt.** Graunt gives no warranty or indemnity for Content. Any review of Listings by Graunt is for its own purposes and is not a warranty about the Content, and Graunt's liability to you is governed by the Terms of Service. ## 13. Indemnification **13.1 Indemnification by you.** You will defend the Seller and Graunt against any third-party claim, and pay the damages, costs and reasonable attorneys' fees finally awarded against them or agreed in a settlement you approve, to the extent the claim arises from (a) your or your Client's use of the Content outside this License, including a use Section 7 prohibits; (b) a change you made to the Content, or material you combined with it, where the claim would not exist without that change or combination; (c) the setting in which you or your Client show the Content in public; or (d) your own processing of the Content, such as identifying people in it. Training, fine-tuning, evaluating or testing Models as this License permits is none of these. You have no obligation under this Section 13.1 to the extent a claim rests on the Content as the Seller delivered it or on a breach of the Seller's warranties in Section 12 or the Addendum. The Seller or Graunt will promptly notify you of the claim through Graunt, give you control of the defense and assist at your expense, and you will not settle in a way that admits fault for, or requires action of, either of them without its written consent. **13.2 Indemnification by the Seller.** The Seller's warranties and indemnity for the sales the Addendum covers are set out in the Addendum, within its limits. ## 14. Limitation of Liability NEITHER YOU NOR THE SELLER WILL BE LIABLE TO THE OTHER UNDER THIS LICENSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. FOR EACH LINE, EACH PARTY'S TOTAL LIABILITY TO THE OTHER UNDER THIS LICENSE WILL NOT EXCEED THE PRICE PAID FOR THAT LINE, EXCLUDING TAX, OR THE HIGHER AMOUNT A SIGNED ORDER FORM STATES FOR THAT LINE. THESE LIMITATIONS DO NOT APPLY TO LIABILITY FOR (A) A USE OUTSIDE THIS LICENSE OR A USE SECTION 7 PROHIBITS; (B) A BREACH OF SECTION 8 OR OF SECTION 10(3) OR 10(4); (C) YOUR OBLIGATIONS UNDER SECTION 13.1; (D) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (E) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (F) A DECLARATION THE SELLER KNEW WAS FALSE; OR (G) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. FOR A SALE THE ADDENDUM COVERS, SECTION 6 OF THE ADDENDUM GOVERNS THE SELLER'S LIABILITY. ## 15. Term and Termination **15.1 Term; termination.** A Buy license is perpetual or, where the Listing sets a term, lasts until the term ends, and a Reference license or other subscription lasts until the subscription ends. This License terminates for the Line concerned (a) if the sale is reversed under the Refund Policy (graunt.com/legal/refund-policy) or charged back; (b) as to particular files, under Section 15.2; (c) if you or your Client commit a material breach of this License and do not cure it within 30 days after notice through Graunt, or immediately for a breach that cannot be cured, such as a use Section 7 prohibits; and (d) where a court order or the law requires. A breach, a reversal or a failure of the Seller's rights terminates this License only for the Line it concerns, and the other Lines of your Order and your other purchases continue. **15.2 Withdrawn files.** If Graunt notifies you that particular files in the Content are the subject of a claim it has reviewed and does not consider clearly unfounded, or that the Seller's rights in them have failed, you and your Client will exclude those files from any work begun after the notice and delete them within 30 days. A Model you trained in good faith before the notice remains yours, as between you, the Seller and Graunt, unless you use it to output those files. Unless the Seller secures your right to continue using them, the price of the withdrawn part will be refunded under the Refund Policy, or the whole price where the rest no longer serves the purposes the Listing described. If the claim is withdrawn or rejected, or the Seller's rights in those files are confirmed, Graunt will notify you, and you may use those files again unless their price was refunded. **15.3 End of a Reference subscription.** When a Reference subscription ends, you may keep the answers your systems gave during it and their citations, but not a collection of the Content's text compiled from them. **15.4 Effect of expiration or termination.** On expiration or termination of this License, you will stop using the Content and delete it under Section 10(4), and any sublicense you granted under Section 6 terminates. You may keep the Models you trained with the Content before then, and their Outputs, unless this License terminated because you charged the purchase back or because of a breach by you or your Client that concerns the Model itself, namely a use Section 7 prohibits, a competing collection under Section 10(1), training contrary to a *No* answer under Section 3(1) or on files withdrawn under Section 15.2, or use of a Model to output the Content contrary to Section 2.4. Where the Seller's rights failed, or a release the Listing declared did not exist, you may keep the Models you trained in good faith before you learned of it, whether or not the price is refunded, and Section 12 and the Addendum govern what the Seller owes you. When a term the Listing sets ends, a work you or your Client published during the term under a public-use Permission, such as a film, programme, game or video, other than advertising or promotion, may remain published and be distributed in any medium as released, and the work as released is not a copy Section 10(4) requires you to delete; after the term you will make no new work or new version of that work with the Content, and will stop running advertising and promotion that show it. **15.5 Survival.** Sections 2.5, 3 and 7 as they apply to the Models you keep and their Outputs, 6(4), 8, 10, 12, 13, 14, 15, 16 and 17 survive expiration or termination of this License, as does any other provision that by its nature applies after it ends. ## 16. Governing Law and Dispute Resolution This License is governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-laws rules, except where your non-waivable consumer, privacy or other statutory rights apply. Any controversy or claim between you and the Seller arising out of or relating to this License, an Order License or the Addendum, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before one arbitrator, in English, seated in Wilmington, Delaware, with hearings by video unless the arbitrator orders otherwise, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Federal Arbitration Act governs this agreement to arbitrate. Either party may seek injunctive relief in any court of competent jurisdiction to stop a use this License does not permit, without waiting for the cure period in Section 15.1, or bring a claim in small-claims court, and where non-waivable consumer law gives either party a right to go to court, that right controls. ## 17. General **17.1 Changes.** Graunt may update the standard form of this License for future sales. Each purchase remains governed by the versions of the documents in effect at its sale, which Graunt records with the purchase. Each renewal of a subscription is a new sale under the versions then in effect and keeps its License Type. **17.2 Third-party beneficiaries.** Only you, the Seller and, where Section 6 and the Addendum give it rights, your Client may enforce this License, except that Graunt may enforce the provisions that protect Graunt. This License confers no rights on any other person, including a person shown or recorded in the Content. **17.3 Notices.** Notices between you and the Seller under this License will be given through Graunt, to Graunt at support@graunt.com and from Graunt to the email address on your account. **17.4 Publicity.** The Seller and Graunt will not identify you as a buyer or disclose what you bought without your written consent, except as the law requires, to enforce this License or where this License permits you to publish it. **17.5 Waiver.** A failure or delay in enforcing any provision of this License is not a waiver of it. **17.6 Severability.** If any provision of this License is held unenforceable, the remaining provisions remain in full force and effect. **17.7 Force majeure.** Neither you nor the Seller will be liable for a delay or failure to perform caused by events beyond its reasonable control, but this Section 17.7 does not excuse a payment, refund or deletion, limit a right to cancel this License gives, or excuse a use outside this License. **17.8 Government buyers; CISG.** The Content is a commercial product, and a U.S. government buyer receives only the rights this License grants. The United Nations Convention on Contracts for the International Sale of Goods does not apply.