Contributor Terms Agreement

Last updated: 13/11/24

This Contributor Terms Agreement (“Agreement”) is a binding contract between Undresso Media Group SRL, located at Piata PRESEI LIBERE, Nr 1, Bl Casa Presei Libere, Et 1, Ap corp A3, Bucharest, Romania, with registration number J40/21243/25.10.2022 and VAT number RO 47067783 (”we”, ”us” or ”our”) and the user who acts as contributor (“Contributor”) on the Platform's Marketplace. By uploading AI Models to the Marketplace, Contributor agrees to the terms of this Agreement, which are subject to the Platform's Terms of service.

1. Definitions

  • AI Model: A model that has been trained using the Platform's AI technology with data provided by the Contributor. The Contributor trains the model on the Platform and uploads it to the marketplace where it becomes accessible to Buyers for use.
  • Buyer: Any user of the Platform who subscribes to a Contributor's profile on the marketplace, gaining access to the AI Model for personal use. Buyers are granted specific usage rights under the terms of their respective Buyer's Agreement and the Platform's Terms of service.
  • Marketplace: The online platform operated by us where AI Models are listed and made available through subscription by Contributors to Buyers.

2. Contributor Eligibility and Verification

Contributors may upload AI Models to the marketplace only after meeting the following requirements:

  • 2.1 Contributor must be self-employed or operate as a legal entity (e.g., a joint-stock company, limited liability company). Natural persons who are not self-employed or part of a legal entity are not eligible to participate as contributors.
  • 2.2 Access to the contributor section of the Marketplace is subject to a verification process. Contributor must provide valid business registration documents, tax identification numbers, or other necessary documentation as we require to confirm their legal status. We reserve the right to deny or revoke contributor status if the provided information is incomplete or inaccurate.

3. Contributor Upload Process

Contributor may put the AI Models for subscription to the Marketplace provided that:

  • 3.1 AI Models comply with Platform prohibited guidelines meet accuracy standards, and are original works of the Contributor. Contributor is solely responsible for ensuring that uploaded AI Models follow the rules outlined in the Platform's Terms of service, including verification for accuracy and legal compliance.
  • 3.2 AI Models must meet the Platform's quality control standards to ensure performance and usability.

4. Licensing and Usage Rights

By uploading an AI Model to the marketplace, the Contributor grants us a non-exclusive, worldwide, royalty-free license to use, display, distribute and sell the AI Model for any commercial purposes we might envisage.

The Contributor agrees that Buyers who subscribe to their profile on the Marketplace gain access to all AI Models from the Marketplace offered by the Contributor for content generation on the Platform, for the duration of the respective subscription. Furthermore, Buyers are granted specific rights to use the AI Models for content generation on the Platform.

Contributor is responsible for ensuring that their AI Models comply with all applicable intellectual property laws and do not violate the rights of third parties. We retain the right to remove AI Models that do not meet quality standards or that violate copyright and intellectual property laws.

5. Monetization and Revenue Sharing

Contributor will earn a percentage of the revenue generated from subscriptions to their AI Models on the Marketplace. The specific percentage and payment terms will be outlined in the Contributor account.

Payments will be issued according on a monthly basis. Contributor must ensure that all tax information is provided and up to date, as payments may be withheld if tax documentation is incomplete.

6. Marketing and Promotion of Contributor Models

Contributor agrees that we may use previews or limited outputs of their AI Models for promotional purposes without additional compensation. These promotions may be conducted across the Platform's services and on third-party channels.

7. Taxes and Reporting Obligations

Contributor is responsible for reporting and paying any taxes applicable to the revenue earned from uploading the AI Model on the Marketplace. We may request necessary tax documentation to Contributor, and Contributor must ensure that their tax information is up to date.

8. Confidentiality

Contributor agrees not to disclose any confidential or proprietary information about the Platform or the Marketplace ‘s operations, including technical systems, business processes, or user data. We will take reasonable measures to protect Contributor data in accordance with our Privacy Policy.

This confidentiality obligation shall survive the termination of this Agreement.

9. Compliance Monitoring and Remediation

We reserve the right to periodically audit and monitor AI Models for compliance with the quality, safety, and legal standards outlined in this Agreement.

If any compliance issues or potential legal violations are identified, we may, at our own discretion, require the Contributor to remedy the issue or remove the non-compliant AI Model from the Marketplace.

10. Termination of Contributor Status

We reserve the right to suspend or terminate Contributor's access to the Marketplace for any violation of this Agreement, including but not limited to:

  • Uploading infringing or illegal content.
  • Failing to meet quality, safety or legal standards.
  • Non-compliance with tax obligations or account verification.

11. Refunds and AI Model Removal

If a Buyer requests a refund due to a defect or issue with an AI Model and such a claim is found to be valid, or if the AI Model is reported as not functioning properly and we determine that the AI Model should be removed from the Marketplace, any revenue previously earned by the Contributor from the refunded transaction shall be deducted from the Contributor's earnings.

In the event that a Buyer initiates a chargeback for a transaction involving an AI Model, any revenue previously earned by the Contributor from the associated transaction shall be deducted from the Contributor's earnings.

In cases where the Contributor has already received revenue for the AI Model that is later subject to a valid refund claim, we reserve the right to deduct the refunded amount from the Contributor's future earnings or require the Contributor to repay the amount, if no further earnings are available.

We may temporarily suspend the AI Model from the Marketplace while investigating any reported issues. During this period, the Contributor will not receive revenue until the investigation is complete, and the AI Model is either reinstated or permanently removed based on the findings.

The Contributor acknowledges that maintaining the quality and functionality of their AI Models is their responsibility. Repeated issues or valid refund claims may lead to additional penalties, including reduced visibility in the marketplace or account suspension.

12. Indemnification

Contributors agree to indemnify, defend, and hold harmless Undresso Media Group SRL, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including legal fees, arising from:

  • Any breach of this Agreement or any warranties provided by the Contributor;
  • Any third-party claims of intellectual property infringement or data privacy violations arising from the Contributor's AI Models;
  • Any issues or disputes resulting from Buyers' use of the Contributor's AI Models.

13. Limitation of Liability

To the fullest extent permitted by law, our liability to Contributors under this Agreement is limited to the total revenue paid to the Contributor in the previous 12 months, excluding any incidental, indirect, or punitive damages.

The Platform and Marketplace are provided “as is,” and we make no guarantees regarding the uninterrupted or error-free operation of the Platform or the Marketplace. Contributor assumes full responsibility for the quality and performance of their AI Models.

14. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Romania. Any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the courts in Romania, Bucharest, District 1.

The parties agree that any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose; otherwise, such claim or cause of action is permanently barred.

15. Modification of Agreement

We reserve the right to modify or update this Agreement at any time. Contributor will be notified of any significant changes, and continued use of the Marketplace after such changes constitutes acceptance of the new terms.

16. Survival

The rights and obligations of the parties under Sections 8 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), 14 (Governing Law and Jurisdiction), and any other provisions which by their nature are intended to survive termination, shall survive the termination or expiration of this Agreement.

17. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

18. Independent Contractors

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Contributor and Undresso Media Group SRL. The Contributor acts solely as an independent contractor.