Aliases License

Last updated: December 1, 2023

SUMMARY: those terms apply to your creation and publication of an Alias, including its Generated Output before and after they are purchased by a Platform-User.

You license your Content to us (Alias Platform) to use Your Content to train the Model, publish the resulting Alias(es) and Generated Outputs.
You publish your Alias ….

You publish your Generated Output under the Creative Commons Attribution-NoDerivatives 4.0 International Public License ; this means that the Generated Output that hasn't been Purchased cannot be modified nor commercialized, but can be shared and reproduced.Platform-User must always credit the Artist and Alias while sharing the Generated Output.

Your Purchased Generated Output is governed by the Alias Token-Bound License.

This copyright Licensing Agreement (the “Licensing Agreement”) is entered into between Us (as defined in the Terms of Use, hereinafter referred to as the ‘License’) and the Artist accessing the Alias Platform (as defined in the Terms of Use), agreeing to the Terms of Use and creating and publishing his/her Alias, hereinafter referred to as the “Licensor”,

All together referred to as the “Parties”.

Other capitalized terms have the meanings as defined in the Terms of Use.

1.

PREAMBLE

Alias Platform is in the business of (a) creating certified generative AI models based on the Content, and (b) managing the rights associated with these certified models.

Alias Platform provides the Services as described in the Terms of Use. When an Artist uploads Content to the Alias Platform to create one or more Alias(es), the Artist grants Alias Platform a license to use its Content to train the Model, publish the resulting Alias(es) and Generated Outputs. Therefore, by using the Services, the Artist must agree to this Licensing Agreement.

2.

DEFINITIONS

  • Alias IP means all intellectual property owned by Alias Platform or licensed to us and used for the purpose of operating the Alias Platform. Alias IP includes assets, such as, but not limited to copyright content, including software code, databases, datasets, algorithms, patents, trademarks, trade secrets and all know-how used within the Platform.
  • Confidential Information refers to any sensitive or proprietary information that one party (the disclosing party) shares with the other party (the receiving party) with an understanding that this information should be treated as confidential. This includes, inter alia, trade secrets, intellectual property, financial data, technical information, customer and employee information, and contractual relationships.
  • Effective Date means the date the Terms of Use enter into force.
  • Integrity right refers to the right of the Licensor to prevent any unauthorized modifications, alterations, or distortions of the Content that could harm the Licensor’s reputation or the integrity of the Content.

3.

PURPOSE OF THE Licensing Agreement

The purpose of this Licensing Agreement is to define the terms under which the Content is being licensed to Alias Platform in order to perform the Services.

4.

CONTRACTUAL RELATIONSHIP

This Licensing Agreement constitutes the entire understanding and Licensing Agreement between the Parties hereto and supersedes any and all prior or contemporaneous understandings, representations, warranties, and Licensing Agreements, whether oral or written, regarding the subject matter contained herein.

The Parties acknowledge that they have received all necessary information to express their consent to the conclusion of the Licensing Agreement.

5.

DURATION AND ENTRY INTO FORCE

The Licensing Agreement comes into force between the Parties from the Effective Date and for the entire duration of the Agreement as defined in the Terms of Services.

6.

TERMINATION

6.1. Termination for breach

In the event of a breach by one of the Parties of its obligations under the Licensing Agreement, the non-defaulting Party shall send a registered letter with acknowledgement of receipt notifying the other Party specifying the breach(s) identified and the associated contractual references (except from us to You, where our legal notice would be addressed to your contact address as defined in the Terms of Use). The defaulting Party shall remedy the default(s) within thirty (30) days from the receipt of this registered letter. At the end of this thirty (30) day period, the Parties shall meet to determine the situation and decide:
  • The continuation of the Licensing Agreement; in this case, the Parties shall agree in good faith on the conditions of continuation of the Licensing Agreement.
  • The termination of the Licensing Agreement, without prejudice to any damages to which the non-defaulting Party may be entitled.
In the event of a breach of the Guarantee Section, the Licensing Agreement may be terminated immediately and automatically by simply sending a registered letter with acknowledgement of receipt notifying the breach.

This section applies without contradicting the terms of the 'Account suspension' section of the Terms of Use.

6.2. Effect of termination

If the Licensing Agreement terminates for breach of contract from Alias Platform or in case of definitive shutdown of the Alias Platform, the Licensor and Alias Platform will enter into good faith negotiations to ensure portability of its existing Alias(es). As creating an Alias is free, there might be an associated cost.

In the event of termination for any reason whatsoever, in accordance with article 7.1 of the Licensing Agreement:
  • Alias Platform remains authorized to use the Generated Output under the conditions of the section 7.2(b).
  • The general public remains authorized to use the Generated Output under the conditions of the section 7.2(c) and 7.2(d).
  • Alias Platform remains authorized to use the Alias on the Platform for the general public to produce Generated Output.
The following Sections will survive expiration or termination of the Licensing Agreement: Section 7 LICENSE TO USE Content, Section 9 GUARANTEES, Section 13 LIABILITY AND COMPENSATION.

7.

LICENSING CONDITIONS

7.1. Permitted uses

a.. Personal License to Alias Platform for use of Content

The Licensor hereby grants to Alias Platform an non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use the Content for the purpose of the production of one or more Alias(es), subject to Licensor’s approval, and make the Alias(es) available on the Alias Platform for online consumption. This license shall terminate upon the termination of the Agreement.

b.. Personal License to Alias Platform for use and creation of Generated Output

The Licensor hereby grants to Alias Platform a perpetual, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, reproduce, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of the Generated Output, including for commercial purposes. In the eventuality that the Generated Output were to infringe the copyright vesting in any of the Content, the Licensor also grants to Alias Platform a perpetual, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to create derivative works of the relevant Content in order to preclude any copyright infringement claim against Alias Platform from the Licensor with regard to the use of the Generated Output.

c.. Public License for Generated Output

Unless Licensor choses the ‘publish under Private mode’ option (as described in the Section 3.2 of the Terms of Use) for his/her Alias, all Generated Output is made available to the public under the terms of the Creative Commons Attribution-NoDerivatives 4.0 International Public License.

This means that the Generated Output that hasn't been Purchased cannot be modified nor commercialized, but can be shared and reproduced. Platform-User must always credit the Artist and Alias while sharing the Generated Output.

d.. Public conditional License for Generated Output

Unless Licensor choses the ‘publish under Private mode’ option (as described in the Section 3.2 of the Terms of Services) the Licensor releases the Generated Output under the Alias Token-Bound License, incorporated into this Licensing Agreement.

7.2. Restricted uses

(i) Alias Platform agrees not to use Content to train or fine-tune any AI or machine learning models without Licensor's prior permission.

(ii) Alias Platform agrees not to use the Content for any other purposes than to create an Alias or than those agreed upon by the Parties under this Licensing Agreement.

(iii) Alias Platform agrees not to distribute or communicate the Alias to third parties, unless authorized by Licensor.

7.3. Disclaimer

(i) Generative AI is an emerging technology, which may provide inaccurate or offensive content, and is not designed for or intended to meet any regulatory, legal, or other obligations. Alias Platform disclaims any responsibility as to the accuracy and legality of the Generated Output. Alias Platform will commit to remove the Generated Output from the Platform at the request of the Licensor, if the Generated Output is in violation of the Integrity right of the Licensor.

(ii) In order to preclude any risk of legal liability, Alias Platform reserves the right to remove the Generated Output from the Platform at the request of a third party, if Alias Platform believes that the Generated Output may reasonably be in violation of any of the rights of the third party.

(iii) Alias Platform reserves the right to remove the Generated Output from the Platform, at its own discretion, if Alias Platform considers the content to be inappropriate.

(iv) Licensor acknowledges that the Alias may, in some scenarios, produce a Generated Output that is identical or substantially similar to the Content. The Licensor waives the right to issue any copyright infringement claim against Alias Platform or any bona fide third party for the use of any Generated Output that may be infringing the copyright of Content.

8.

FINANCIAL CONDITIONS

The financial conditions of the Services are as follows:
  • Creating an Alias is free,
  • Alias will retribute the Licensor for each Purchase of the Generated Output of his/her Alias as defined in the Terms of Use..

9.

GUARANTEES

9.1. Licensee’s Guarantees

The Licensee hereby guarantees to have full rights on Alias IP. The Licensee hereby guarantees that indemnification will be provided to Licensor for an intellectual property infringement action against the Licensor brought by a third-party and based on Alias IP. The costs (including legal fees) of any kind incurred by the Licensor, as well as any damages and interest or settlement indemnities that the Licensor may be required to pay, as a result of a final court ruling or a settlement Licensing Agreement (that have been previously approved in principle by the Licensee), shall be borne by the Licensee. This guarantee is subject to the following express conditions:
  • that the Licensor has promptly notified the Licensee in writing of the infringement action or of the letter of formal notice that preceded it;
  • that the Licensee has been in a position to ensure the defense of its own interests, to have sole control of the action and strategy and, to this end, that the Licensor has loyally collaborated at its own expenses in the said defense by providing all the elements, information and assistance necessary to carry out such a defense.
This clause is only applicable to the extent that the copyright infringement claim relates to Alias IP, and not to the Generated Output.

9.2. Licensor’s Guarantees

  • The Licensor hereby guarantees to be the legitimate right holder of all intellectual property rights vesting in the Content and to have full rights to license the Licensor Content to Alias Platform (“garantie de jouissance paisible”).
  • The Licensor hereby guarantees that all Content submitted to Alias Platform complies with the laws in force and applicable to the Licensing Agreement. In particular, the Licensor undertakes not to submit any content that violates any third-party’s intellectual property rights, that is contrary to laws, regulations or public order (including but not limited to, Data protection laws), that is xenophobic, racist, sectarian, proselytist, homophobic, defamatory, insulting, or violent, that includes pornographic content, child pornography, provocation to suicide or violence, or that infringes the protection of private life or personal data protection, the image of persons or the rights of third parties.
  • The Licensor hereby guarantees that no legal actions will be taken by Licensor against Alias Platform for Alias Platform’s uses of the Content or the Generated Output within the scope of this Licensing Agreement. This includes, inter alia, any copyright infringement actions, or claims over personality rights or personal data protection.
  • (“Garantie d’éviction”) The Licensor hereby guarantees that adequate indemnification will be provided to Alias Platform, for any and all legal actions, claims or evictions whatsoever, in particular for any intellectual property claims over the Content, any action against unfair and/or parasitic competition, or any claim by a third party that may prejudice the enjoyment and exercise of the Licensee's rights under the Licensing Agreement. All the costs (including legal fees) incurred by the Licensee, as well as any damages and interest or settlement indemnities that the Licensee may be required to pay, in particular as a result of a court ruling (including a non-final ruling) or a settlement Licensing Agreement (that have been previously approved in principle by the Licensor), shall be borne by the Licensor.

10.

CONFIDENTIALITY

Use and disclosure of Confidential Information. The recipient of Confidential Information will only use the disclosing party’s Confidential Information to exercise its rights and fulfill its obligations under the Licensing Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. Notwithstanding any other provision in the Licensing Agreement, the recipient may disclose the disclosing party’s Confidential Information: (a) to its employees and consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section ; (b) with the disclosing party’s written consent; or (c) subject to Section ‘Legal process’, as strictly necessary to comply with Legal Process as defined in the next Section .

Legal process. If the recipient receives legal process for the disclosing party’s Confidential Information, the recipient will: (a) promptly notify the disclosing party prior to such disclosure unless the recipient is legally prohibited from doing so; (b) attempt to redirect the third party to request it from the disclosing party directly; (c) comply with the disclosing party’s reasonable requests to oppose disclosure of its Confidential Information; and (d) use commercially reasonable efforts to object to, or limit or modify, any Legal Process that the recipient reasonably determines is overbroad, disproportionate, incompatible with applicable law, or otherwise unlawful. To facilitate the request in (b), the recipient may provide the disclosing party’s basic contact information to the third party.

11.

PERSONAL DATA

The Parties undertake to comply with the legal provisions in force concerning the protection offer personal data and in particular:
  • Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).
  • The law n° 78-17 of January 6, 1978, relating to data processing, files and freedoms consolidated.

12.

MARKETING AND PUBLICITY

Each party has the right to use the other Party’s trademark(s) for descriptive purposes in association with the Generated Output, and for all communications related to the Services of this Licensing Agreement, in accordance with the guidelines provided by the trademark owner.

13.

LIABILITY

By express Licensing Agreement between the Parties, Alias Platform and the Licensor agree that they can only be held liable for the consequences of direct damage(s) stemming from a breach of the Licensing Agreement, and that compensation for indirect damage(s) (such as economic loss, loss of clientele, loss of prospects, loss of commercial profit, loss of opportunity, loss of image, etc.) is excluded.

IN THE EVENT OF A BREACH OF THE Licensing Agreement, THE LIABILITY OF THE PARTIES IS LIMITED TO THE SUM OF 25,000 EUROS per event giving rise to the liability.

The limitations of liability referred to in the preceding article apply with the exception of (i) personal injury, (ii) gross negligence or wilful misconduct, and (iii) breach of the Guarantees Section.

14.

REPRESENTATION AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into the Licensing Agreement and that it holds or has received all determining information with regard to the Licensing Agreement and/or the other Party. Each Party warrants that it will comply with all laws applicable to its provision, receipt, or use, of the Services, as applicable. Each Party warrants that it will use reasonable care and skill in complying with its obligations under the Licensing Agreement.

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