Creator/Publisher Agreement

Welcome to CreatorsAGI! By choosing us for creating and publishing your Conversational AI, you're not just setting the stage—you're transforming it. Prepare for an unparalleled, interactive, and personalized journey that will elevate your audience's experience and significantly enhance the value of your intellectual property. We're beyond excited to embark on this adventure together, unlocking new realms of engagement and creativity.

This Publisher Agreement ("Agreement") is a binding contract between you and CreatorsAGI Inc. ("we", "us", "our"). It contains the rules and restrictions that govern your use of CreatorsAGI's products and services (referred to below simply as "CreatorsAGI") to distribute the Conversational AI ("your Conversational AI") and any content therein. If you use CreatorsAGI for this purpose, you are a Publisher and will need to create a Publisher account. In this Agreement, we refer to people that subscribe to your AI as Users.

Using CreatorsAGI in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use CreatorsAGI. This Agreement includes everything in this document, as well as those in the Terms & Conditions, Privacy Policy and all other rules and procedures that may be published from time to time by us on CreatorsAGI. In the event of any conflict between this Agreement and any other terms and conditions you have agreed to with CreatorsAGI, this Agreement will prevail with respect to its subject matter.

You must be of legal age to form a binding contract to use CreatorsAGI. If you aren't, you need to get your parent's or guardian's permission to use CreatorsAGI, and your parent or guardian will agree to this Agreement on your behalf.

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children. We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for CreatorsAGI or send any personal information about yourself to us.

If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at [email protected].

If you're agreeing to this Agreement on behalf of an organization or entity, you must be authorized to agree to this Agreement on that organization or entity's behalf and bind them to this Agreement (in which case, the references to "you" and "your" throughout this document refer to that organization or entity).

If you don't agree to all of the following, you may not use or access CreatorsAGI in any manner. If you have any questions, comments, or concerns regarding the Agreement or our products and services, please contact us at [email protected].

Ownership

First and foremost, you retain ownership of the original content you create and bring. Any original content you post, upload, share, store, or otherwise provide to CreatorsAGI remains yours and is protected by copyright and any other applicable intellectual property laws.

However, please note that you agree to grant us a limited exclusive license to your content uniquely and solely for the purpose of operating your Conversational AI on the CreatorsAGI platform. This license allows us to promote your Conversational AI and the associated content and help you succeed on CreatorsAGI.

You agree that this license includes a worldwide, exclusive, sublicensable, royalty-free, fully paid-up, transferable right (a) to market your Conversational AI and to permit others to use, access, and download outputs of your Conversational AI through CreatorsAGI, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution and marketing of your Conversational AI. For further details, please see "Posting Content on CreatorsAGI'' in the Terms & Conditions, which is incorporated into this Agreement by reference.

Pricing and Payments

You may set and change the prices for your Conversational AI at your discretion through your Publisher account, though no price changes will apply retroactively.

CreatorsAGI charges publishers a per-user fee as Platform Cost for each Monthly Active User (defined here as a user with an active subscription). Should you choose to generate revenue by charging Users a Subscription Fee on the platform, CreatorsAGI will in addition pass through to you the costs for processing these payments, and also retain a share of the revenue as described below.

If you choose to charge a non-zero subscription fee for your Conversational AI, you agree to the following:

• No Circumvention: You agree to process payments from Users only in the manner determined by us and through the CreatorsAGI platform. This includes using the third-party payment processing platform ("Payment Processor") we choose, and following any other rules we specify. You may not circumvent your payment obligations to us by soliciting payment from a User outside of CreatorsAGI or by using any alternative method to collect subscription payments. This includes receiving payments for your Conversational AI through links to PayPal or a separate Patreon page. You agree to notify us immediately if you receive any such offer or solicitation to circumvent your payment obligations by contacting [email protected].
• Taxes: You agree that you shall bear and be responsible for any and all applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value added taxes) related to profits, if any, of your Conversational AI.
• Revenue Share: You agree that revenues generated from each user's subscription will be distributed to you as follows: User Subscription Fee * Publisher's Revenue Share Percentage - Platform Cost - Payment Processing Cost. The Platform Cost and Revenue Share percentage is set between you and CreatorsAGI during registration of your Publisher account. Payment Processing Costs are set by our Payment Processor. All pricing terms are subject to change at our sole discretion.
• Payments: You will be required to set up an existing bank account through our Payment Processor to receive payments. During the term of this Agreement, as we process subscription payments from Users, we will pay the Revenue Share owed to us and deduct any applicable fees and costs on a rolling basis. You agree to these payments and further agree to our rights to refund Users for customer service and support reasons. We will pay you per the Revenue Share formula, above.
• Information Upon Request: You will provide us with all requested data or information about you and your Conversational AI. This can include tax identification information as required for compliance with regulations, and you will ensure this information is accurate and up-to-date.

Relationships with Users

You agree to the following rules around your relationships with Users and other users of CreatorsAGI:

• Sole Responsibility: You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content that you distribute through CreatorsAGI and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for ensuring distribution of your Conversational AI, and our actions under this Agreement are solely to assist you in facilitating distribution.
• Stopping Publication or Deleting a Conversational AI: You may delete or suspend one or more of your Conversational AIs from CreatorsAGI at your discretion. However, please note that if you delete or stop publishing a Conversational AI before the end of a paid subscription term of a User, any and all obligations – including Monthly Active User costs and any refund obligations for the remaining portion of the subscription term – are solely your financial responsibility. We are under no obligation to issue any refunds to you or your Users at our cost, and we are entitled to keep any and all portions of any Revenue Share.
• Disputes: If there is a dispute between you and a User about payments or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with Users, and we won't provide you with any legal advice regarding such matters. However, we will provide all requested platform related technical support and assistance.
• Reporting a User: You can flag to us that a User that is violating our Terms of Use by sending an email to [email protected]. After you provide us with written notice of this violation, we will determine whether this User's access to some or all of your Conversational AI should be suspended or terminated. We will also decide at our sole discretion whether this User's access to the rest of CreatorsAGI will be suspended or terminated.
• Support: You shall provide to us a current email address to which we may direct inquiries from Users and other CreatorsAGI users regarding your Conversational AI.

Acceptable Use

You are responsible for all your activity in connection with CreatorsAGI.

Make sure that you use CreatorsAGI in a manner that complies with the law and is permitted by this Agreement. If your use of CreatorsAGI is prohibited by applicable laws, then you aren't authorized to use CreatorsAGI. We can't and won't be responsible for you using CreatorsAGI in a way that breaks the law.

You also represent and warrant that you will not publish a Conversational AI or otherwise use CreatorsAGI in a manner that:

• is fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, or in any way violates CreatorsAGI's Terms & Conditions;
• interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of CreatorsAGI or any third party;
• infringes, violates, or misappropriate any law, statute, ordinance or regulation or rights of any third party;
• spreads a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

Please review the "Prohibited Activities" detailed in the Terms & Conditions, as those rules are also incorporated into this Agreement by reference.

Limitation of Liability

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall CreatorsAGI, its licensors, or its suppliers be liable to you or to any other person for:

• Any indirect, special, incidental, or consequential damages of any kind, or
• Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with CreatorsAGI in the twelve-month period preceding the applicable claim.

No Warranties

The CreatorsAGI platform is provided to you on an "as-is" basis (also see Appendix 1). This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of CreatorsAGI will be uninterrupted or error-free.

Privacy

CreatorsAGI takes privacy very seriously and is committed to processing your personally identifiable information ("Personal Information") and that of other CreatorsAGI Users in accordance with applicable privacy and data protection legislation. For more information on how we process Personal Information please see our current CreatorsAGI Privacy Policy.

Consistent with our own Privacy Policy, we may collect certain data on how Users engage with the Publisher's Conversational AIs. We will share, at our sole discretion, some of this information with you, including pageviews, open rates, Reader counts, and referral data. You agree that CreatorsAGI is under no obligation to share this data with you.

Please note that our Privacy Policy only applies to the processing of Personal Information by CreatorsAGI as a data controller, meaning whenever we process Personal Information for our own purposes. If and when CreatorsAGI processes Personal Information on behalf of you as a Publisher, CreatorsAGI qualifies as a data processor and you qualify as a data controller for the purposes of applicable data protection law that uses these terms.

In that case the following terms apply to such data processing:

• Each party shall comply with their respective statutory or regulatory data protection obligations.
• CreatorsAGI shall process Personal Information in accordance with your instructions. CreatorsAGI shall have no liability whatsoever for violations of privacy and data protection laws that arise as a result of CreatorsAGI following your instructions under the Agreement.
• If you collect, use, store or otherwise process Personal Information provided by or collected from CreatorsAGI users, you must do so securely and only for as long as it is needed and always in accordance with applicable privacy and data protection laws.
• You are solely responsible for complying with any laws and regulations that apply to your processing of Personal Information on the CreatorsAGI platform. if appropriate.
• You shall ensure that all Personal Information that you supply or disclose to CreatorsAGI has been obtained fairly and lawfully and that you have obtained all necessary consents and/or privacy notices required to permit CreatorsAGI to fulfill its obligations under this Agreement.

To the fullest extent allowed by applicable law, you agree to indemnify and hold CreatorsAGI, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims (including but not limited to fines or other sanctions imposed by data protection authorities) for any violations of this Publisher Agreement or applicable privacy and data protection laws attributable to you.

Terminating Your Account

Either party may terminate this Agreement at any time for any reason. Upon such termination of this Agreement, your right to use CreatorsAGI will immediately cease.

We may terminate this Agreement or terminate, suspend, or restrict your access to or use of CreatorsAGI at any time, for any reason. Reasons that may lead to us terminating or restricting access to CreatorsAGI include a breach of any of the terms or conditions of this Agreement, your offensive or unacceptable behavior, objectionable material, or any other actions in violation of guidelines we specify. We will notify Publishers as soon as reasonably practicable if Publishers' access to CreatorsAGI is suspended or substantially limited due to technical problems with the platform.

You agree that this means that your Conversational AI (or any content therein) may be removed from CreatorsAGI at any time at our discretion. You also agree that we retain the right to immediately halt the distribution of the Conversational AI and all associated content at our discretion.

Changes to this Agreement

We are constantly trying to improve our products and services, so this Agreement may need to change along with CreatorsAGI. We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.

If you don't agree with the new Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use CreatorsAGI. If you use CreatorsAGI in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.

Miscellaneous Terms

The above covers most of the questions that we typically receive about CreatorsAGI. We have grouped provisions that come up less frequently below:

• Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold CreatorsAGI, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of CreatorsAGI (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
• Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your CreatorsAGI account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
• Choice of Law: This Agreement is governed by and will be construed under applicable federal law and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
• Arbitration: This Agreement will be construed under the laws of the State of Delaware, without regard to conflicts of law provisions thereof. In the event of any dispute, claim, question, or disagreement arising from or related to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any dispute arising from or relating to the subject matter of this Agreement that is not settled through direct negotiations as above shall be settled under the Delaware Rapid Arbitration Act. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. The prevailing party in any action or proceeding arising out of this Agreement will be entitled to an award of costs and attorneys' fees.
• No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under this Agreement.
• No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of CreatorsAGI Inc., and you do not have any authority of any kind to bind us in any respect whatsoever.
• Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
• Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
• Survival: You agree that the terms under the heading "Privacy", "Sole Responsibility", "Acceptable Use", "Indemnification", "Stopping Publication or Deleting a Conversational AI", "No Warranty", "Limitation of Liability", "Assignment", "No Joint Venture", "Severability", "Arbitration", and "Entire Agreement", and any payment obligations incurred shall survive termination of this Agreement.
• Entire Agreement: You agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

Appendix 1: Technology and Service Limitations

CreatorsAGI endeavors to provide a robust and reliable platform for the distribution of Conversational AI content. However, publishers should be aware of the following technology and service limitations:

1. Service Availability: While CreatorsAGI aims for maximum availability and uptime, occasional downtime for maintenance, updates, and unforeseen technical issues may occur. CreatorsAGI will strive to notify publishers in advance of scheduled maintenance but cannot guarantee uninterrupted service.

2. Technical Constraints: The performance and capabilities of the CreatorsAGI platform, including response times and data processing limits, may be subject to technological constraints. Publishers should consult the current service specifications for detailed information on these limitations.

3. Content Distribution Limits: CreatorsAGI reserves the right to impose reasonable limits on the distribution volume of Conversational AI content to ensure quality service for all publishers. These limits will be communicated to publishers in advance and reviewed periodically.

4. Service Modifications: CreatorsAGI continuously seeks to improve its platform and services. As a result, technical features, functionalities, and user interfaces may be modified, added, or removed. CreatorsAGI will provide reasonable notice to publishers regarding any significant changes that could affect their use of the service.

5. Data Handling: In accordance with our Privacy Policy and applicable data protection laws, CreatorsAGI will process and protect personal and usage data collected through the platform. Publishers are responsible for ensuring that their content and use of CreatorsAGI's services comply with all relevant data protection regulations.

By using CreatorsAGI's services, publishers acknowledge and accept these technology and service limitations. CreatorsAGI will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from the inability to use the services fully due to these limitations.