The following sets forth Foxy’s Standard Terms.

  1. Rights & Licenses.
    1. License.

      Subject to the terms and conditions of these Terms, you grant Foxy, during the Term, the worldwide, sublicensable right and license to (i) develop, create and generate your AI Persona through the use of various AI training, scraping, processing and learning methods all based upon your pre-existing content, whether publicly available or provided or approved by you; (ii) incorporate your NIL into the AI Persona; (iii) distribute, sublicense, offer for sale, sell, monetize, advertise, promote and otherwise exploit your AI Persona through any and all media that allows for user interaction with a virtual persona, including chat platforms; and (iv) use your NIL in connection with the advertising and promotion of your AI Persona and/or Foxy. Upon expiration or earlier termination of the Term, Foxy will no longer have the right to offer your AI Persona for use by end users or to use your NIL in connection with the advertising and promotion of your AI Persona or Foxy, provided that Foxy shall not be required to pull or modify any existing content, conversations, promotions or advertising created and distributed during the Term.

    2. Assistance.

      You agree to provide Foxy with reasonable assistance to permit it to develop your AI Persona, including providing it access to any materials it reasonably requests for processing by its AI engine.

    3. Acknowledgments.

      You acknowledge that (i) Foxy has sole discretion to determine the pricing of the AI Persona, its platform and its services to end users; (ii) Foxy may temporarily remove the AI Persona or disable its availability from any platform for any or no reason, including due to maintenance requirements or other functionality issues; and (iii) the Profit Split is full and complete consideration for your services hereunder and the rights granted herein and no other amounts shall be due without the prior written agreement of both parties. Profit Split is defined as 50% of the profits which your AI persona generates.

    4. Compensation.

      In consideration for your services hereunder and the grant of rights herein, Foxy will pay you the Profit Split, defined as the following. Profit Split: 50% of Persona Net Profit. Persona Net Profit is defined as 100% of gross sums actually received by Foxy or its affiliated companies directly arising from the monetization of your AI Persona from all sources, including without limitation subscription fees and/or per-transaction fees (as applicable), less only (i) refunds provided in the ordinary course; (ii) payment processing fees, and (iii) computing costs directly arising from the exploitation of your AI Persona.

  2. Intellectual Property.
    1. Ownership of NIL.

      You will at all times retain any and all rights in and to your NIL and any content or other materials owned by you and provided to Foxy.

    2. Foxy IP.

      You hereby agree that Foxy retains any and all intellectual property and other rights in and to (i) Foxy’s trademarks, logos, slogans and other brands (including the brand of its platform, services and other technology); (ii) the AI engine and other technology that generated your AI Persona, and any platforms or other technology used or provided by Foxy to end users, including those allowing for interaction with your AI Persona, and all ideas, concepts, software methods or code, images, artwork, designs, formats, business models, trade secrets, copyrights, patents or trademarks arising therefrom or relating thereto; (iii) any Foxy materials provided or made available to you pursuant to these Terms; and (iv) any data or user information (including personally identifiable information and usage data) arising from end users’ use of Foxy technology and/or interaction with your AI Persona. You will not take any steps adverse to such rights, including registering any trademark, domain name or social media handle containing a Foxy trademark. Any use by you of Foxy’s trademarks (other than to factually refer to your involvement with Foxy) shall require Foxy’s prior written approval.

  3. Term and Termination.

    The Term shall commence on the date that your AI Persona becomes publicly available for commercial use, and shall continue for twelve (12) months thereafter. Following the expiration of the Term, either party may terminate this arrangement with thirty (30) days prior written notice. Either party may earlier terminate their agreement at any time for cause upon the other’s material breach of the accepted Terms, which is not cured within fifteen (15) days’ written notice thereof (provided that no such cure period will be required for breaches that are uncurable and provided further that, if a breach is cured, Foxy shall have the right to immediately terminate if the same breach occurs again). Foxy also has the right to immediately terminate the agreement upon written notice to you in the event that you engage in illegal, immoral, or criminal conduct resulting in a felony conviction or engage in conduct that offends the sensitivities of a significant portion of the population that is inconsistent with your behavior in the three (3) years prior to accepting these Terms.

  4. Accounting.

    All payments of your Profit Split hereunder will be accompanied by a report detailing the applicable calculation of income earned in the preceding month. All royalty statements will be deemed conclusive, final and binding unless specific objection in writing is given to Foxy within sixty (60) days after the royalty statement is delivered to you. You will not have the right to sue Foxy in connection with any royalty statement unless you commence the suit within one (1) year after the date when the statement in question was issued.

  5. Representations and Warranties.
    1. Artist.

      Artist represents, warrants and covenants that (i) you have the right to enter into these Terms and to grant the rights granted herein (including all NIL rights), (ii) the exercise by Foxy of the rights granted herein will not violate or infringe the rights of any third party; (iii) your entering into these Terms will not violate any applicable laws or regulations; and (iv) there are no third party agreements or arrangements preventing you from entering into these Terms nor from granting Foxy the rights herein.

    2. Foxy.

      Foxy represents, warrants and covenants that (i) Foxy has the full right, power, and authority to perform under these Terms; and (ii) Foxy will distribute the AI Persona in accordance with all applicable laws and regulations.

  6. Indemnification.
    1. Artist.

      Artist shall defend, indemnify and hold harmless Foxy, its parents, subsidiaries and affiliated entities, and its and their respective officers, directors, shareholders, employees and agents, from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and expenses) (collectively, “Liabilities”) which may be obtained against, imposed upon or suffered by such parties as a result of (i) the breach by you of these Terms or the breach or alleged breach by you of any of your warranties and representations made herein; or (ii) your willful misconduct, fraud or gross negligence.

    2. Foxy.

      Except to the extent you are obligated to indemnify Foxy hereunder, Foxy shall defend, indemnify and hold you harmless from and against any and all Liabilities which may be obtained against, imposed upon or suffered by you as a result of (i) the breach or alleged breach by Foxy of any of its warranties and representations made herein; or (ii) Foxy’s willful misconduct, fraud or gross negligence.

  7. Confidentiality.

    Each party acknowledges and agrees that during Term, it (the “Recipient”) may learn of confidential, proprietary and/or sensitive non-public information regarding the other (“Discloser”) which is either marked as confidential or proprietary (or bears a similar legend) or which a reasonable person would understand to be confidential given the circumstance and nature of the disclosure, including without limitation, information regarding proprietary technology, business or marketing plans, partnerships, or personal details (“Confidential Information”). Each party acknowledges that such Confidential Information, if disclosed or used, could have a material adverse impact on the Discloser’s development or exploitation of it business. Accordingly, the Recipients each agree that except pursuant to these Terms Recipient will not use or disclose, and will cause all of Recipient’s employees, contractors, personnel, agents and representatives not to use or disclose, directly or indirectly, any Confidential Information of the Discloser, in either case without the prior written consent of the Discloser. Each party acknowledges that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication or disclosure of Confidential Information of the other party, other than by or to its employees or agents who must have access to such Confidential Information to perform such party’s obligations hereunder and who agree to comply with this section, provided that each party may disclose Confidential Information to its attorneys, accountants, financing sources, affiliates, licensors and rightsholders or as necessary to comply with law, legal process or a valid court order, in which event the disclosing party shall notify the other in advance and cooperate upon request to obtain confidential treatment of the information. Notwithstanding anything else in these Terms, the term “Confidential Information” shall specifically exclude (i) information that is or becomes generally available to the public through no action or fault of the Recipient; and (ii) information that is known to the Recipient without restriction, prior to receipt from the Discloser under these Terms, from its own independent sources, and which was not acquired, directly or indirectly, from the Discloser. Each party acknowledges and agrees that the misappropriation, unauthorized use or disclosure of the Discloser’s Confidential Information would cause irreparable harm to the Discloser. In the event of a breach of any part of this section, each Recipient agrees that the Discloser will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction and/or a permanent injunction against the Recipient. The rights of the Discloser are in addition to the rights that it may have under these Terms, common law or statutory law.

  8. Limits on Liability.

    Except with respect to indemnification obligations, in no event will either party be liable to the other party: (i) for any indirect, incidental, consequential, punitive or special damages, even if the party has been advised of the possibility of such damages; or (ii) for an amount in excess of the amounts payable by Foxy to artist under these Terms in the six (6) month period prior to the date the liability first arose.

  9. Miscellaneous.
    1. Entire Agreement/Waiver.

      These Terms and the acceptances contained in the onboarding process represent the entire understanding between the parties on the subject matter hereof and supersedes all prior agreements, representations and undertakings whether oral or written. It may only be modified, supplemented or altered by a writing signed by both parties. No failure or delay on the part of either party in insisting on compliance herein or in exercising any right, power or remedy hereunder shall operate as a waiver or modification thereof; nor shall any single or partial exercise of any such right, power or remedy hereunder, preclude any other or further exercise or any other right, power or remedy hereunder.

    2. Validity of Agreement.

      In case any term of these Terms shall be held invalid, illegal, or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other terms shall be affected thereby.

    3. Assignment.

      Foxy’s rights hereunder may be fully and freely transferred, designated, assigned, transferred and licensed, in whole or in part, without restriction, including pursuant to any change of control transaction, and shall constitute a novation, and shall be binding upon you and inure to the benefit of any such transferee, assignee or licensee. You shall have no right to assign these Terms or your rights hereunder to any third party without Foxy’s prior written approval.

    4. Choice of Law.

      These Terms shall be governed by the laws of the State of California applicable to contracts to be wholly negotiated and performed therein and the laws of the United States, and any claim, dispute or disagreement with respect to these Terms shall be submitted to the courts of the State of California located within Los Angeles County or if appropriate, the Federal courts within the State of California located within Los Angeles County, which courts shall have the exclusive jurisdiction thereof.

    5. Notices.

      The parties will provide any notices to the other party at the following email addresses: (i) Artist: to the email address included in the Principal Terms; and (ii) Foxy: to [email protected] with a copy to [email protected].

    6. Survival.

      All terms and provisions hereof which, by their nature, are intended to, shall survive the termination or expiration of these Terms.

    7. Unique Services.

      You acknowledge that the licenses, rights and privileges granted to Foxy hereunder are of a special, unique, and unusual character which gives them a peculiar value, the loss of which cannot reasonably or adequately be compensated for in damages in an action at law, and that, in the event of any material breach by you of any of the provisions hereof, Foxy is entitled to seek injunctive and other equitable relief to prevent or redress the material breach. The foregoing provisions shall not constitute a waiver by either party of any right which such party may have to damages or other relief.

    8. Waiver of Trial by Jury.

      Each party hereto, to the fullest extent permitted by all applicable laws, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to these Terms.

    9. Force Majeure.

      If either party is prevented from performing any obligation hereunder by reason of an Act of God, insurrection, fire, strike, labor dispute, casualty accident, flood, war, civil commotion, or any law, order or decree of any government or any other cause beyond its reasonable control (“Force Majeure”), then such party shall be excused from performance hereunder to the extent and for the duration of such Force Majeure and such amount of time reasonably necessary to recover, provided the party notifies the other party of the existence of the Force Majeure, and provided also that if any event of Force Majeure continues for an aggregate total of more than eight (8) weeks, either party hereto may terminate their agreement immediately upon notice to the other party.

    10. No Joint Venture or Employment Relationship.

      These Terms create no partnership, employment, joint relationship, joint venture, master-servant, or mutual responsibility on behalf of one party for the debts or liabilities of the other. The parties agree that you are acting as an independent contractor and as such you have the sole right to control and direct the means, manner, and method by which the services required by these Terms will be performed and you are free to set your schedule subject to your deliver obligations. Neither party shall have the power to bind nor obligate the other. As you are not an employee of Company, you are solely responsible for paying all state and federal taxes as required by law. In particular, Company will not: withhold FICA (Social Security) from your payments; make state or federal unemployment insurance contributions on your behalf; withhold state or federal income tax from payment to you; make disability insurance contributions on your behalf; or obtain workers’ compensation insurance on your behalf.

    11. Engagement of Counsel.

      You represent and warrant that you are aware of your right to seek legal counsel of your own choosing in connection with the acceptance of this agreement and you have been given a reasonable time to engage such counsel.