Zooly.ai
Talent AI Platform Agreement

Last updated August 22, 2025

This Zooly Talent AI Platform Agreement (the "Agreement") is entered into immediately upon accepting Zooly.ai Terms of Use (the "Effective Date"), between you ("Talent"), and FreeRoyalties, Inc., a Delaware corporation d/b/a Zooly.ai ("Zooly" or "Company"), and the End Users (defined below). For purposes of this Agreement, Talent, End Users, and Company each may be referred to individually as a "Party" and together as the "Parties."

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

(a) "Talent" (formerly referred to in prior agreements as "Entertainer") means any individual who has granted Zooly rights under this Agreement.

(b) "End Users" means Company's customers or other persons authorized to use the Service.

(c) "Talent Likeness" means visual, auditory, or other type of representation of the Talent's face, body, or parts thereof, voice, sounds, or the distinctive appearance, gestures, or mannerisms of the Talent.

(d) "Talent Creations" means proprietary products created by Talent, including without limitation, music, visual art, copyright materials, spoken word, lyrics, and any other protected creation developed by the Talent.

(e) "Zooly Platform" means Company's website at zooly.ai, the software, APIs, and related information technology resources.

(f) "Service" means the use of the Zooly Platform to provide End Users use and access to certain features of the Talent's Likeness in accordance with this Agreement.

(g) "Work Product" means AI-generated content, including without limitation, AI Voice, AI Cover Music, AI Visual Likeness, AI Drops, AI Avatar, created by End Users on the Zooly Platform using selected features of Talent's Likeness in accordance with this Agreement.

2. Service

(a) Initial Service. Company hereby grants Talent a non-exclusive, non-assignable (except as otherwise contemplated in this Agreement), revocable, worldwide license to access and use the Zooly Platform to utilize the Service.

(b) Modifications. If any modification to the Service is required by law or regulation, Company will use commercially reasonable efforts to comply. If Company cannot comply within ninety (90) days, Talent may terminate for cause.

(c) Updates. Company will make available to Talent all updates, releases, and enhancements of the Service at no additional charge.

3. Use of the Service

(a) Use and Promotion. Talent will utilize the Zooly Platform in accordance with Company's Terms of Use, empowering End Users to create virtual content using the Talent's Likeness. Talent also agrees to promote the Zooly Platform through their marketing and social channels.

(b) Service Guidelines. Talent will not: (i) misuse the Service; (ii) upload unlawful or infringing content; (iii) transmit viruses or malicious code; (iv) interfere with other users; or (v) attempt to gain unauthorized access.

4. Fees & Payment

(a) User Fees. Zooly may charge End Users a transaction fee for each creation.

(b) Talent Payments. Talent may charge End Users via the Zooly Platform for virtual creations. Zooly will remit payments to Talent's designated account after deducting applicable processing fees.

5. Proprietary Rights

(a) Reservation of Rights. Zooly retains ownership of all Zooly Platform technology, trademarks, and IP.

(b) License Grant by Talent to Zooly. Talent grants Zooly and its affiliates an exclusive, royalty-free, worldwide license to use, copy, store, modify, and display the Talent Likeness for purposes of improving the Zooly Platform, training AI, generating Work Product, and sublicensing to End Users in accordance with this Agreement.

(c) Sublicense to End Users. Zooly (and not Talent) grants End Users a limited, revocable sublicense to use selected features of Talent Likeness solely through the Zooly Platform to produce Work Product. End Users may not resell, sublicense, redistribute, train AI systems, or exploit Work Product outside Zooly without consent.

(d) Ownership of Improvements. Zooly retains all rights in analytics, algorithms, models, and improvements derived from the Zooly Platform.

6. Warranties and Disclaimers

(a) Company Warranties. Zooly warrants the Service will substantially conform to specifications and be free of material defects.

(b) Talent Warranties. Talent represents and warrants that they have the full right and authority to license their Likeness, including AI likeness rights, and that no third-party consents are required.

(c) Disclaimer. Except as expressly provided, Zooly disclaims all warranties, express or implied.

7. Indemnity

(a) Mutual Indemnity. Each Party will indemnify the other for damages arising from breach, gross negligence, or willful misconduct.

(b) Talent-Specific Indemnity. Talent will indemnify Zooly from claims that Talent lacked the rights to license their Likeness or arising from disputes with third parties over Talent's rights.

8. Limitation of Liability

Neither Party will be liable for indirect or consequential damages, except for breach of indemnity, confidentiality, willful misconduct, or violation of law.

9. Term and Termination

This Agreement begins on the Effective Date and continues for one (1) year, automatically renewing unless terminated. After the initial term, either Party may terminate upon ninety (90) days' written notice.

Upon termination, End Users may retain previously created Work Product, but Zooly will disable further access to Talent's Likeness.

10. Confidentiality

Each Party agrees to keep the other's Confidential Information secure and not to disclose it, except as required by law.

11. General Provisions

(a) Exclusivity. Talent agrees not to grant any third party a license to use Talent Likeness for synthetic media, generative AI, or AI likeness services during the Term. End Users are sublicensees only of Zooly and hold no direct license from Talent. For the avoidance of doubt, this does not restrict Talent's live performances, traditional media, endorsements, commercials, or any other non-AI use.

(b) Assignment. Talent may not assign without Zooly's consent. Zooly may assign freely.

(c) Disputes and Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement will be finally resolved by arbitration in accordance with the JAMS International Arbitration Rules. The arbitration shall be conducted by a single arbitrator appointed in accordance with those Rules. The place of arbitration shall be San Francisco, California, and the language of arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction.

(d) Independent Contractor. The Parties acknowledge and agree that Talent is an independent contractor and not an employee, agent, joint venturer, or partner of Zooly. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, fiduciary, or agency relationship between the Parties. Talent has no authority to bind Zooly or enter into contracts on its behalf and will not represent otherwise. Talent is solely responsible for all taxes, withholdings, insurance, and other statutory, regulatory, or contractual obligations of any sort, including but not limited to income tax, employment tax, social security contributions, workers' compensation, and unemployment insurance, and shall indemnify and hold Zooly harmless from and against any claims, liabilities, or expenses arising from or related to such obligations. Zooly shall not provide Talent with any employee benefits, including without limitation health insurance, retirement benefits, or paid leave. Each Party is solely responsible for supervision and control of its own personnel and operations.

(e) Entire Agreement. This Agreement constitutes the full agreement between the Parties and supersedes all prior agreements regarding its subject matter.

WHEREFORE, the Parties agree to this Agreement as of the Effective Date.