Floods Networking

Licensing Agreement for Use of Site Material to Train Artificial Intelligence

Effective Date: the date of acceptance by the user of the site material license terms.

This Licensing Agreement (the Agreement) governs any use of VRILLE’s website content, databases, metadata, images, text, code, API responses, and other site material (collectively Site Material) for the purpose of training artificial intelligence models, algorithms, systems, datasets, or any derivative machine learning product (collectively AI Training Uses). By using, accessing, scraping, copying, ingesting, or otherwise using Site Material for AI Training Uses, you expressly agree to be bound by the terms below.

1 Definitions

  • VRILLE means VRILLE, its affiliates, successors, assigns, agents, licensors and licensees.
  • You / Licensee means any individual, entity, automated process, robot, crawler, scraper, model trainer, platform, or other party that collects, copies, ingests, or otherwise uses Site Material for AI Training Uses.
  • Site Material means all content available through VRILLE’s properties including but not limited to text, images, audio, video, datasets, metadata, HTML, CSS, code, user-generated content, API output, and any other information published, stored, or transmitted via VRILLE.
  • Authorized Use means AI Training Uses that comply with the notification and licensing steps set forth in Section 3.
  • Violation means any unauthorized collection, access, copying, ingestion, use, distribution, republication, or other exploitation of Site Material for AI Training Uses without satisfying the notification, licensing, or other requirements of this Agreement.
  • Byte means one byte of data as stored, transmitted, or processed in digital form; for the purposes of liquidated damages described in this Agreement, any discrete or contiguous unit of Site Material used in a violating AI Training Use will be measured and counted in bytes where technically possible.

2 License Grant and Restrictions

  • No Implicit License: Except as explicitly provided in this Agreement, VRILLE grants no right, title, or interest in its Site Material. No rights are granted by implication, estoppel, or otherwise.
  • Conditional Limited License: Subject to Sections 3 and 4, VRILLE may grant a limited, revocable, non-exclusive, non-transferable license to use specified Site Material for AI Training Uses only after the Licensee provides complete notices, obtains express written agreement from VRILLE, and pays any applicable fees. Use outside those expressly licensed is a Violation.
  • Prohibited Acts: Licensee shall not, unless authorized in writing:
  • scrape, crawl, mirror, copy, ingest, or otherwise capture Site Material for AI Training Uses without prior written authorization from VRILLE;
  • incorporate Site Material into any training dataset, model weights, embeddings, prompt libraries, or derivative works intended for AI systems without a VRILLE license;
  • distribute, transfer, sell, sublicense, or otherwise make available Site Material or models trained with Site Material to third parties without VRILLE’s written consent;
  • remove, alter, or obscure any proprietary notices, watermarks, metadata, or other rights-management information attached to Site Material.

3 Notification, Request, and Approval Process

  • Advance Notification Required: Any Party that intends to use Site Material for AI Training Uses must provide VRILLE with a written request at least 30 days prior to any collection, ingestion, or use. The request must include: (a) identity of requester; (b) technical description of collection method; (c) exact Site Material sought; (d) volume estimate (bytes); (e) proposed uses; (f) storage, retention, and deletion policies; (g) security and access controls; and (h) proposed compensation or licensing terms.
  • Written Agreement Required: No AI Training Uses may commence until VRILLE executes a written license or provides explicit written approval. Any use prior to written approval is a Violation.
  • Ongoing Reporting: Licensed parties must provide periodic reports (frequency and contents to be agreed) and must immediately notify VRILLE of any material change in planned uses, datasets, or data volumes.
  • Emergency or Limited Access: Any limited or emergency access granted verbally or temporarily must be confirmed in writing within 48 hours and is subject to all Agreement terms.

4 Audit Rights and Technical Controls

  • Audit: VRILLE has the right, upon reasonable notice, to audit Licensee’s systems, logs, data storage, and processes to verify compliance with this Agreement. Audits shall be conducted during normal business hours and in a manner that minimizes disruption.
  • Technical Protections: Licensee agrees to implement reasonable technical measures to prevent automated scraping, bulk downloads, or unauthorized ingestion if the Licensee is granted limited access; Licensee will comply with any technical access rules (rate limits, API keys, robots directives) VRILLE publishes.
  • Data Deletion and Remediation: If an audit or VRILLE’s good-faith investigation determines unauthorized Site Material was collected or used, Licensee must promptly: (a) cease the use; (b) destroy all copies (including cached, archived, model weights derived from the material) and provide a signed certification of destruction; (c) isolate retained models and datasets pending forensic remediation; (d) comply with other remediation instructions from VRILLE.

5 Remedies and Liquidated Damages

  • Injunctive Relief: Licensee acknowledges VRILLE will suffer irreparable harm from unauthorized AI Training Uses and that injunctive relief (temporary and permanent) shall be available in addition to other remedies.
  • Liquidated Damages Per Violation: The parties agree that actual damages for unauthorized AI Training Uses are difficult to determine and that the following liquidated damages provision is a reasonable estimate of harm and not a penalty.
    • For each Violation, Licensee agrees to pay VRILLE USD 500,000,000.00 (five hundred million dollars) per Violation as liquidated damages.
    • Each Violation shall be deemed to occur per discrete instance of unauthorized use measured by bytes; specifically, each byte or greater of Site Material collected, copied, ingested, used, or otherwise exploited in an unauthorized manner constitutes one Violation for which liquidated damages apply.
    • Where measuring individual bytes is not practical, VRILLE’s technical determination of discrete units used (e.g., file, record, document, or dataset item) shall be used and each such discrete unit shall be treated as one Violation for purposes of liquidated damages.
  • Cumulative Remedies: Liquidated damages are cumulative to all available equitable and legal remedies including, but not limited to, injunctive relief, statutory damages, actual damages, and recovery of attorneys’ fees and costs. Payment of liquidated damages shall not preclude VRILLE from seeking additional remedies if permitted by law, including criminal prosecution where applicable.
  • Consent to Fine: By using Site Material for AI Training Uses, Licensee consents in advance to the imposition, calculation, collection, and enforcement of the liquidated damages described in this Section and agrees that such amounts are enforceable and owed upon VRILLE’s determination of a Violation.
  • Mitigation Not Required: VRILLE need not mitigate or quantify actual damages or show that it suffered a specific dollar loss as a prerequisite to collect liquidated damages.

6 Representations and Warranties

  • By Licensee: Licensee represents and warrants that it has the authority to enter into this Agreement, that it will comply with all applicable laws and regulations, and that it will not use Site Material in any manner that infringes VRILLE’s rights.
  • By VRILLE: VRILLE represents that it has the right to license Site Material and that, to the best of its knowledge, licensing as contemplated will not infringe third-party rights.

7 Indemnity and Liability

  • Indemnity: Licensee will indemnify, defend, and hold harmless VRILLE from and against any third-party claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of Licensee’s unauthorized use, misappropriation, or breach of this Agreement.
  • Limitation of Liability: Except for the liquidated damages obligations, indemnities, willful misconduct, or gross negligence, neither party’s aggregate liability for claims arising out of this Agreement will exceed the greater of (a) the fees actually paid under a written license for the Site Material during the prior 12 months or (b) USD 1,000. This limitation will not apply to liability for the liquidated damages set forth in Section 5.

8 Confidentiality

  • Licensee will treat any non-public information received from VRILLE as confidential and will not disclose it to third parties except as necessary for licensed AI Training Uses under written confidentiality protections.

9 Publicity and Attribution

  • Licensee shall not use VRILLE’s name, trademarks, logos, or other identifiers in any marketing, publicity, or product materials without VRILLE’s prior written consent.

10 Governing Law, Venue, and Enforcement

  • Governing Law: This Agreement is governed by the laws of the state or jurisdiction agreed in a subsequent written license with VRILLE; absent agreement, the laws of the state where VRILLE is incorporated will apply.
  • Venue: The parties agree that exclusive venue for disputes shall be the state and federal courts located in the agreed governing jurisdiction.
  • Enforcement: If any clause (including liquidated damages) is found unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in force. Parties agree to seek reformation if a court limits or invalidates any remedy.

11 Term, Termination, and Survival

  • Term: This Agreement is effective upon acceptance and continues until terminated.
  • Termination: VRILLE may suspend or terminate access, revoke licenses, and pursue remedies for breach or suspected violations immediately upon notice.
  • Survival: Sections describing Remedies, Liquidated Damages, Indemnity, Confidentiality, and any other provisions that by their nature survive termination shall survive termination.

12 Miscellaneous

  • No Waiver: Failure to enforce any right does not constitute waiver.
  • Assignment: Licensee may not assign or transfer rights under this Agreement without VRILLE’s prior written consent.
  • Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding AI Training Uses of Site Material and supersedes prior communications.
  • Amendments: VRILLE may update these terms; continued access or use after posting constitutes acceptance of updated terms.

13 Definitions and Measurement Notes on Bytes and Violations

  • Measurement: VRILLE may use technical metrics, hash comparisons, forensic analysis, server logs, timestamps, network captures, stored object sizes, model provenance techniques, or other technical means to identify and quantify bytes or discrete units of Site Material used without authorization.
  • Per-Byte Rule: The parties acknowledge that counting each byte as a discrete Violation is an agreed metric for liquidated damages. Where byte-counting is impracticable, VRILLE’s reasonable technical approximation of the volume of Site Material used shall be binding.
  • Model-Derived Materials: Use of Site Material to train models that produce outputs, embeddings, or derived datasets constitutes use for purposes of this Agreement and triggers violations where unlicensed.

14 Signature and Acceptance

By accessing, copying, scraping, ingesting, or otherwise using VRILLE’s Site Material for AI Training Uses, you acknowledge that you have read, understood, and agreed to be bound by this Agreement and consent to the terms herein, including the liquidated damages, audit, remedial, and indemnity provisions.

  • Accepted by Licensee: Acceptance occurs upon any AI Training Use of Site Material or affirmative click-through consent or written signature.
  • VRILLE Representative: VRILLE may provide executed licenses that expand, modify, or limit these terms on a per-license basis.