AI Company License Agreement

Agreement

This AI Company License Agreement ("Agreement") is between aposema.com Ltd. ("Company") and the entity using any Company-provided API, MCP server, or related endpoint ("AI Company"). By making any request to these endpoints, AI Company accepts and is bound by this Agreement and the Platform Terms and Conditions ("T&C"). Where the two conflict, this Agreement controls.

1. Definitions

Capitalized terms not defined here have the meanings in the T&C.

2. License Grant

Upon access to Content bearing a Meta-Tag License Notice and full compliance with this Agreement, the applicable Creator grants AI Company a non-exclusive, worldwide, non-sublicensable license to use that Content within the scope stated in the notice (e.g. Training, Inference-Only, Research).

The Company acts only as facilitator, usage verifier, and payment processor. No license is granted by the Company itself.

3. Usage Reporting & Payment

1. Real-Time Reporting — AI Company must POST a signed JSON usage report to /usage within six (6) hours after each Usage Event batch. Each report must include Content ID, token count, timestamp, and an HMAC generated with the Creator-provided secret.
2. Settlement — Usage Fees plus the 20% Platform Service Fee accrue continuously and are auto-debited daily via the payment method on file unless the parties agree otherwise.
3. Payment Obligation — Accessing the API or MCP server automatically creates a payment obligation to the relevant Creator(s) and to Company for the Platform Service Fee on all reported or detected Usage Events.
4. Creator Covenant — Upon timely payment of Usage Fees and Platform Service Fees, AI Company benefits from the Creator covenant-not-to-sue contained in the Creator Terms of Service.
5. Disputes — Any fee disputes must be raised within 30 days of invoice; undisputed amounts remain due.

4. Technical Compliance

AI Company shall:

• Validate the HMAC signature accompanying each Content response before processing.
• Honor HTTP 403/451 responses signaling revocation or legal restriction.
• Maintain internal usage logs for its own compliance; the Platform retains authoritative logs.

5. Attribution (Optional)

Where it is straightforward to do so, AI Company is encouraged—but not required—to reference the Creator name or Content ID in model or dataset documentation.

6. Confidentiality

Each party will protect the other's non-public information with the same care it uses for its own confidential information, and at least reasonable care. This obligation survives five (5) years after termination, or as long as the information remains non-public, whichever is longer.

7. Warranties & Disclaimers

AI Company warrants it will not knowingly infringe third-party rights or violate law while using the Content.

8. Indemnification

1. Indemnity — AI Company will defend and indemnify the Company and Creators against claims arising from (a) AI Company's breach of this Agreement or (b) its unlawful or unauthorized use of Content.
2. Minimum Insurance — AI Company shall maintain, at its own expense, technology-errors-and-omissions and cyber-liability insurance with aggregate limits of at least USD 5,000,000, naming Company and Creators as additional insureds and providing certificates of insurance on request.

9. Limitation of Liability

Except for willful misconduct, data-security breaches, or unpaid fees, neither party's aggregate liability exceeds five (5) times the total Usage Fees and Platform Service Fees paid by AI Company in the preceding twelve (12) months.

10. Suspension & Termination

The Company may suspend or block access immediately for (a) material breach, (b) non-payment or material under-reporting, (c) security breach, or (d) Creator-initiated takedown or legal order. Either party may terminate with 30 days' notice. Sections 3–10 and 12 survive termination.

11. Governing Law & Dispute Resolution

This Agreement is governed by Delaware law. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by JAMS in New York, New York, under its Comprehensive Rules. Judgment on the award may be entered in any court having jurisdiction. Either party may seek interim injunctive relief in any competent court.

12. Audit Rights

Company (or its appointed independent auditor) may, no more than once per calendar year and upon ten (10) business-days' notice, audit AI Company's Usage-Event logs to verify compliance and accurate fee payment. Audits shall occur during normal business hours and be subject to reasonable confidentiality. If an audit reveals under-payment of more than five percent (5%), AI Company shall reimburse the shortfall and pay the reasonable costs of the audit.

13. Miscellaneous

No assignment without written consent, except in a merger or asset sale. Notices under this Agreement must be emailed to legal@aposema.com and the address on AI Company's account.

By accessing any Company endpoint, AI Company confirms that an authorized representative has read and accepted this Agreement.