Creator Terms and Conditions

1. CREATOR TERMS AND CONDITIONS. These Creator Terms and Conditions ("Terms") govern the relationship between Me4U, Inc., a Delaware corporation ("Me4U ,""us ,"or "we") and individuals or entities with whom we contract with to produce an AI based chatbot with text, audio and video that simulates the way they communicate ("Creator"or "you") to be made available to users by us on me4u.ai or any mobile apps we develop (the "Service"). Your signature on an Acceptance Form (the "Acceptance Form") incorporating these Terms constitutes your acceptance of the Terms and your intent to be bound by them, effective as of the date indicated on such Acceptance Form (the "Effective Date").

2. SERVICE DESCRIPTION.

2.1. The Service is an artificial intelligence based platform that allows users to interact with software agents ("AIs") trained to communicate similarly to how the actual Me4U Creators would talk and interact with fans. Users of the Service users may interact with AIs through text chats on the platform and can copy, save, and share these interactions with others pursuant to our Terms of Service, Usage Policy, and Sharing and Publication Policy, each available on our website.

2.2. As a Creator, you hereby consent to our using your name, likeness, writings, voice, social media content, images, and any other content by you or about you (the "Content") to train your AI to simulate how you would interact with users, as further described herein. You may specify the scope of the Content we may use for this purpose in terms of dates, sources, and types of material we may collect and utilize to train your AI. We may also request that you provide reasonable amounts of additional Content if needed to train a satisfactory AI and you agree to provide such additional Content on a timely basis.

2.3. Creator acknowledges that all Content created for Me4U has or will be produced on their own time, using their own equipment, in exchange the compensation described herein, which shall be the sole and exclusive consideration for the permission to use the Content.

3. INTELLECTUAL PROPERTY. You shall have and will retain all right, title, and interest in and to your Content. You hereby grant Me4U a perpetual, transferable, worldwide, sublicensable, fully paid-up, royalty-free license to use the Content for the training of Me4U's AIs (as described in these Terms and the other documentation on our website) and for promoting the Service, in each case including, without limitation, rights to use, modify, copy, display, and create derivative works of such Content. This license shall be exclusive to Me4U for the period of time pursuant to Section 5. The AIs and the Service itself will be and shall remain the property of Me4U, including any and all patent, copyright, trademark, trade secret, database protection, or other intellectual property rights, and all similar or equivalent rights or forms of protection, in any part of the world. All Output of an AI (as described in the Me4U Terms of Service, available on our webpage) shall be owned by the user that generated it and shall not be available to the Creator, provided that pursuant to the Me4U Terms of Service, we shall retain a right to use the Output for purposes of improving the Service, further training of the AIs, compliance and safety, and for aggregated insights into the Creator's audience, and such insights may be provided to the Creator. The rights to the Content are assignable by Me4U without your consent solely in the event that Me4U sells part of its business or the company is acquired in a change of control event, including stock sales, purchase of some or substantially all of Me4U's assets, merger, or any similar transaction.

4. ROLES AND RESPONSIBILITIES.

4.1. You shall be responsible for providing all Content to us that is not already available and for obtaining all necessary third-party permissions or licenses (if any) for our unrestricted use of the Content in the Service. In the event you are not the sole creator of the Content, you shall obtain our written consent prior to incorporating any such third-party material in the Content.

4.2. Me4U is under no obligation to use any or all of the Content for training the AIs, and may cease the use of any AIs at any time, without notice, and without any liability to the Creator.

4.3. Me4U has the right to remove access to any AI at any time, in its sole discretion (e.g. for reasons including, but not limited to, copyright infringement claims, generation of materials that do not comply with our policies, etc.) without notice or liability. Me4U has the right to revise or update any features, functionality, look and feel or any other aspect of the Service, in its sole discretion and, in the event Me4U determines you have breached these Terms or the Me4U Terms of Service or any of Me4U's policies, we may suspend your access to the Service.

4.4. Me4U shall from time-to-time provide you usage and engagement analytics to help you better understand your audience and to help us improve the Service.

4.5. For each AI created with Creator's Content, the Creator shall designate the applicable "Acceptable Use Ratings"for such AI, which may include any or all of the following categories: G, PG, PG13, R, and X, as further described in Me4U's documentation. The Creator shall also designate the applicable Emotional Attachment Levels for the AI's interactions with users, which may include any or all of the following categories: Professional, Platonic, Flirt, Love, Lust, and Obsession, as described in the Me4U documentation. Age restrictions apply to both Fans and Creators. Anyone under the age of 18 will not be permitted to see or select R, X, Love, Lust, or Obsession categories. Both the Acceptable Use Ratings and Emotional Attachment Levels will be used to determine appropriate matches between Creators and users within the Service. Users and Creators must have matching selections in both categories in order to discover and interact with each other within the service, as further described in the Me4U documentation. Me4U cannot guarantee that all fans and all Creators will agree on what constitutes a given Acceptable Use Rating or Emotional Attachment Level, but will use its reasonable efforts to establish broadly acceptable definitions that work for the majority of fans and Creators.

5. EXCLUSIVITY. During the Term (defined below), and, in the event you terminate the Terms pursuant to Section 10, for 90 days after the effective date of such termination, you agree not to consent to any third party's use of any Content or your name, likeness, writings, chats, online posts, speech, or any such similar materials for the purposes of training a machine-learning model to simulate your interactions in a manner similar to the Me4U's AIs. In the event either you or Me4U becomes aware of any such unauthorized use, such party will promptly notify the other party in writing and will cooperate in good faith to take whatever actions they deem reasonable and appropriate for ending such unauthorized use.

6. COMPENSATION.

6.1. In consideration of Creator's entry into these Terms, Me4U will pay Creator the "Revenue Share Percentage"of Net Subscription Revenue (defined below) that is indicated in such Creator's Acceptance Form. "Net Subscription Revenue"means, with respect to a Creator and for a given period, all subscription revenue collected by Me4U from its users attributed to the use of AIs trained with such Creator's content, less the hosting and other operating costs directly attributable to such AIs (calculated in Me4U's sole and absolute discretion). If Net Subscription Revenue is negative, no payments shall be due to Creator.

6.2. Me4U shall make the payments indicated above within 30 days of the end of each month based on the Payment Details provided by Creator in the Acceptance Form.

6.3. If Creator refers another person to Me4U, and we subsequently sign such person as another Creator, Me4U shall pay the referring Creator a referral bonus equal to a percentage of the Net Subscription Revenue generated by the referred Creator's Me4U AI during the first 6 months of the referred Creator's contract with Me4U. This "Referral Bonus Percentage"shall be set forth in the Acceptance Form.

7. CREATOR OBLIGATIONS; PUBLICITY RELEASE. Creator acknowledges and agrees that he or she has no right to review or approve any Output (as defined in the Me4U Terms of Service, available on our webpage) or promotional materials generated by Me4U, and that Me4U has no liability for such Output, an AI's presentation of Creator, or any promotional materials it creates. To the fullest extent permitted by applicable law, Creator hereby irrevocably waives all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world, arising directly or indirectly from Me4U's exercise of its rights under these Terms or the production, exhibition, exploitation, advertising, promotion, or other use of such materials, and whether resulting in whole or in part from the negligence of Me4U or any other person, and Creator hereby covenants not to make or bring any such claim against Me4U, its directors, officers, employees, or contractors and forever releases and discharges such persons from liability under such claims. Creator understands that Me4U is relying on these Terms and will incur significant expense in reliance thereon.

8. CONFIDENTIALITY. Creator hereby acknowledges and agrees that in the course of activities under these Terms, Creator may have access to confidential and/or proprietary information which relates to Me4U's marketing, business, and technology development efforts (the "Confidential Information"). Creator shall treat these Terms as Confidential Information. Creator agrees to: (a) preserve and protect the confidentiality of Me4U's Confidential Information; (b) refrain from using Me4U's Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party. Notwithstanding the foregoing, Creator may disclose Confidential Information of Me4U which is: (i) already publicly known without breach of any confidentiality obligation; (ii) discovered or created by the Creator without reference to the Confidential Information of Me4U, as conclusively shown in records of Creator; (iii) otherwise known to Creator through no wrongful conduct of Creator; or (iv) required to be disclosed by law or court order. Moreover, Creator may disclose any Confidential Information hereunder to its agents, attorneys and other representatives or any court of competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties.

9. REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to Me4U that your agreement and performance under these Terms will not violate any agreement or obligation between you and any third party. You further represent and warrant that: (a) your performance of your obligations hereunder will comply with all applicable laws, regulations, and rules; (b) the Content will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party; (c) Creator's performance of all the provisions of these Terms will not breach any agreement to keep in confidence proprietary information acquired by Creator in confidence or in trust prior to commencement of these Terms; and (d) that you either own or have the ability to validly license to Me4U all Content described herein, without obtaining the permission of any third party (or that you have already obtained such permission prior to when such Content is obtained by Me4U).

10. TERM; TERMINATION; AND SURVIVAL. Our agreement under these Terms shall commence as of the Effective Date and continue for two years unless terminated pursuant to this Section 10 (the "Term"). At the end of the Term, this agreement thereafter shall automatically renew for additional two-year periods unless a party provides notice to the other party of non-renewal at least 30 days prior to the expiration of the then-current Term. Either party may terminate the agreement under these Terms (i) for any or no reason, upon 30 days written notice to the other party or (ii) in the event of a breach by the other party, so long as the non-breaching party provides written 30-day notice and provides the other party the opportunity to cure during that period. Upon notice of termination, Me4U shall continue to pay all remaining amounts outstanding to Creator through the date of termination, at which time Me4U shall cease using any AIs trained with Creator's Content and shall stop all remaining use and publication of such Content, provided, however, that Me4U may withhold any amount that is subject to a bona fide dispute, including, without limitation, any claim of deficient service or performance or any other claim of breach of these Terms. All disputed amounts that Me4U subsequently agrees to pay in writing or that are required to be paid pursuant to a proper court order or judgment shall be paid within thirty (30) days from the date of such agreement or adjudication. Any of these Terms that, by their nature, are intended to survive termination shall survive, including, without limitation, Sections 4, 5, 8, 9, 10, 12, 13, 14, and 15.

11. INDEPENDENT CONTRACTOR RELATIONSHIP. Creator's relationship with Me4U will be that of an independent contractor and not that of an employee. Me4U owes Creator and Creator's employees, agents, consultants, and other personnel no salary, benefits, equity, or other value of any kind other than explicitly stated herein. Creator shall have full responsibility for applicable withholding taxes for all compensation paid to Creator by Me4U, and for compliance with all applicable labor and employment requirements with respect to Creator's business organization and partners, agents, and employees, if any, including state worker's compensation insurance coverage requirements and any US immigration visa requirements. Creator hereby agrees to indemnify, defend, and hold Me4U harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor, or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Me4U by the relevant taxing authorities with respect to any compensation paid to Creator or Creator's partners, agents, or its employees.

12. DISCLAIMER OF WARRANTIES. ME4U, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARDS TO THE SERVICE OR THE AVAILABILITY OF ANY AI TRAINED WITH YOUR CONTENT ON THE SERVICE. ME4U DOES NOT WARRANT THAT YOU WILL RECEIVE ANY REVENUE FROM MAKING THE CONTENT AVAILABLE TO US OR THROUGH YOUR PARTICIPATION IN THE SERVICE. ME4U DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR THAT ANY AI WILL BE AVAILABLE AT ALL TIMES, THAT IT WILL OPERATE AS INTENDED, OR THAT ALL OF THE OUTPUT FROM THE AI WILL BE ACCEPTABLE TO YOU. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

13. LIMITATION OF LIABILITY.

13.1. NEITHER PARTY NOR ITS RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES, RESULTING FROM A CREATOR'S SUBMISSION OF CONTENT TO US OR IN ANY OTHER WAY RELATED TO YOUR ROLE AS A CREATOR IN THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13.2. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE MAXIMUM TOTAL LIABILITY OF EITHER PARTY, ITS RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS TO THE OTHER PARTY FOR ANY CLAIM RELATED TO THE SERVICE OR THE CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE GREATER OF THE AMOUNT PAID TO YOU FOR YOUR CONTENT FROM US IN THE 12 MONTHS IMMEDIATELY PRECEDING SUCH CLAIM. THIS LIMITATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. INDEMNITY. To the maximum extent permitted by law, Creator shall indemnify, defend and hold harmless Me4U and Me4U's subsidiaries, affiliates, and their directors, officers, employees, agents, partners, subcontractors and sublicensees, from and against all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable attorneys' fees, that may at any time be incurred by reason of: (i) any claim arising out of any breach or alleged breach of Creator's representations, warranties or covenants contained in these Terms; or (ii) any claim in connection with Content, including but not limited to claims of alleged infringement by, or errors, omissions or misrepresentations in, Content or the Output of any AI.

15. MISCELLANEOUS. These Terms, and any rights or licenses granted under these Terms, may not be transferred or assigned by you, but may be assigned by Me4U without restriction. Any assignment attempted in violation of these Terms is void. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. You agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state and federal courts in New York, New York. The failure of Me4U to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Me4U. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. By agreeing to these Terms, you consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. These Terms are the entire agreement between you and Me4U regarding the subject matter herein and your role as a Creator as part of the Service. THESE TERMS PROVIDE ME4U WITH YOUR CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING ME4U, IN COOPERATION WITH YOU, TO PUBLICIZE AND COMMERCIALLY UTILIZE YOUR NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AS SET OUT ABOVE. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE ME4U UNDER CERTAIN CIRCUMSTANCES, AND THAT YOU HAVE HAD ADEQUATE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOOSING.