1. Parties, effective date, and definitions
This Contributor Licensing Agreement (the "Agreement") is between FIUND LLC, an Arizona limited liability company doing business as fiund ("fiund", "we", "us"), and the person or entity accepting it in the fiund contributor portal ("you", the "Contributor"). It takes effect when you electronically accept it (the "Effective Date"). If you accept for an organization, you represent that you have authority to bind it.
"Submitted Content" means the audio, video, images, text, transcripts, metadata, and other material you submit or authorize fiund to access under this Agreement. "Buyer" means an AI developer, enterprise, research organization, data-licensing partner, or other customer evaluating or licensing Submitted Content. "Buyer License" means a written license fiund grants to a Buyer under this Agreement. "AI Purposes" means training, fine-tuning, testing, evaluating, benchmarking, and developing artificial-intelligence or machine-learning models and related systems.
2. Exclusive AI-licensing appointment; ownership
During this Agreement, you appoint fiund as the exclusive representative for Submitted Content for AI Purposes and grant fiund an exclusive, worldwide license to receive, host, store, copy, inspect, quality-check, transcode, organize, analyze, annotate, catalog, create technical metadata for, excerpt, market, distribute, and sublicense Submitted Content to Buyers for AI Purposes. fiund may use service providers to perform those activities under confidentiality and data-protection obligations.
Exclusive representation means that, while particular Submitted Content remains active under this Agreement, fiund alone may market and grant new licenses of that content for AI Purposes. You will not directly or through another representative grant a new license of the same content for AI Purposes during that period. This restriction does not affect licenses you accurately disclose to fiund before acceptance, or your continued ownership, publication, distribution, advertising, sponsorship, audience monetization, or other uses outside AI Purposes.
You retain all ownership and copyright in Submitted Content. This Agreement is a license and limited exclusive appointment, not a sale or assignment. Submitted Content becomes subject to the appointment when you submit it or authorize fiund to access it and remains subject until withdrawal becomes effective under Section 6.
fiund may grant the same Submitted Content to multiple Buyers on a non-exclusive basis. fiund will not grant a Buyer an exclusive license that prevents future licensing of your Submitted Content unless a separate written addendum identifies the content, scope, term, territory, and additional payment and you accept that addendum.
3. Evaluation samples and fiund’s authority to close Buyer licenses
fiund may provide a prospective Buyer with limited, representative samples or excerpts solely for internal evaluation, diligence, and specification testing. Evaluation materials must be subject to written restrictions prohibiting production model training, redistribution, public display, and unrelated use. No contributor payment is due for a no-fee evaluation unless fiund agrees otherwise in writing.
You authorize fiund to identify and negotiate with Buyers, set commercially reasonable pricing and terms, select Submitted Content for inclusion in a dataset or bundle, and grant paid or production-use Buyer Licenses for AI Purposes without obtaining separate approval from you for each transaction. fiund will exercise this authority in good faith and within the rights, restrictions, and payment terms stated in this Agreement and any applicable written addendum.
Unless you separately authorize it in writing and the necessary participant consents are documented, a Buyer License does not authorize creating a synthetic replica intended to imitate an identifiable person’s voice or likeness, or using a person’s name, voice, likeness, or brand to imply endorsement.
Every Buyer License must be in writing. Buyer Licenses may continue for their stated term after withdrawal or termination as provided in Sections 6 and 7.
4. Contributor share, deal allocation, records, and payment
Unless a different share or fixed payout is stated in a written addendum you accept, your contributor share is 60% of Net License Revenue attributable to your Submitted Content. "Net License Revenue" means cash fiund actually receives from the Buyer, less sales or value-added taxes, refunds, chargebacks, payment-processing fees, and extraordinary third-party ingestion, annotation, or delivery costs directly attributable to the transaction. fiund does not deduct its ordinary sales, marketing, staffing, or administrative costs.
When a Buyer licenses a bundle containing material from multiple contributors or fiund-owned content, fiund will allocate the content-based license revenue in a commercially reasonable manner based on the Buyer’s pricing, accepted hours or assets, modality, quality, scarcity, rights scope, and other relevant deal factors.
fiund will pay you within 30 days after receiving the corresponding Buyer payment. If the Buyer pays in installments, fiund may pay your share in corresponding installments. Before payment, you must complete payout setup and provide any legally required tax documentation, including Form W-9 for US persons or the applicable Form W-8 for non-US persons.
Uploading or evaluating content does not itself generate payment, and no payment is owed if no paid Buyer License closes. fiund will maintain a record of each completed transaction involving your content, including the Buyer identity or category where confidentiality limits disclosure, the content and license scope, the amount received, the allocation where applicable, and your payment. If a documented rights claim concerns your content, fiund may temporarily withhold only the disputed amount reasonably attributable to that content while the claim is investigated; fiund will notify you and pay all undisputed amounts on time.
5. Your rights representations, permissions, and disclosure duties
You represent and warrant that you have full authority to enter this Agreement and grant its rights; you own Submitted Content or control all rights necessary to license it for AI Purposes; and Submitted Content is not subject to a conflicting exclusive license, lien, union or guild restriction, platform term, production agreement, distribution agreement, or other obligation that would prevent the contemplated use.
You represent and warrant that Submitted Content and all included elements—including music, sound recordings, lyrics, scripts, artwork, photographs, footage, fonts, logos, and other third-party material—are original to you, in the public domain, or covered by permissions broad enough for the uses authorized by this Agreement. Submitted Content does not infringe intellectual-property, privacy, publicity, biometric, confidentiality, contractual, or other rights, and is not unlawful or defamatory.
Where Submitted Content contains an identifiable person other than you, you represent and warrant that you have obtained, or will obtain before licensing, the written releases and consents required for commercial AI/ML training and the processing of voice, likeness, or biometric information where applicable. You must not state that a release or permission exists unless it does.
You will accurately disclose missing releases, third-party material, prior licenses, geographic or use restrictions, sensitive or private information, threatened or pending claims, and any other known rights issue. A disclosed gap does not by itself breach this Agreement, but affected content will not be licensed unless the gap is resolved or a legally permitted license scope avoids the gap.
On reasonable request, you will provide documents sufficient to verify chain of title and permissions. fiund may rely on your representations, disclosures, and documents, but may reject, suspend, or remove content that does not meet a Buyer’s or fiund’s rights requirements.
6. Withdrawal, takedown, and existing Buyer licenses
You may request withdrawal of any Submitted Content from future marketing and licensing at any time by giving 30 days’ written notice or using an available portal deletion control. When withdrawal becomes effective, fiund’s exclusive appointment ends for that content and fiund will not grant new Buyer Licenses covering it.
Withdrawal does not cancel a Buyer License granted before the effective withdrawal date, require a trained model to be "untrained", or affect amounts owed to you. Existing Buyer Licenses continue under their written terms, and you continue receiving any contributor share payable from them. fiund may retain agreement, transaction, provenance, and payment records as required for legal, tax, security, and audit purposes, and routine backup copies until overwritten in the ordinary course.
fiund may immediately suspend samples, marketing, delivery, or licensing where it reasonably believes Submitted Content may violate Section 5, a third party asserts a claim, or continued use may violate law. The parties will cooperate in good faith on investigation, takedown, defense, and any Buyer notice reasonably required.
7. Term and termination
This Agreement continues until either party terminates it with 30 days’ written notice. fiund may terminate or suspend access immediately for a material rights, security, fraud, or legal-compliance issue. On termination, fiund’s exclusive appointment ends, fiund will stop future licensing, and, on request, fiund will delete unlicensed Submitted Content from active storage subject to Section 6.
Termination does not affect existing Buyer Licenses or accrued payment obligations. Sections 4, 5, 6, 8, 9, 10, 11, and 12 survive to the extent their purpose requires.
8. Confidentiality
Each party will protect the other party’s non-public business, technical, financial, security, and deal information using at least reasonable care and will use it only to perform or enforce this Agreement. Confidential information does not include information that the receiving party can document was already lawfully known, becomes public without breach, is received lawfully without a confidentiality duty, or is independently developed without use of the confidential information.
A party may disclose confidential information to its employees, contractors, professional advisers, service providers, and financing or transaction counterparties who need to know it and are bound to protect it, or where disclosure is required by law. Where legally permitted, the receiving party will give prompt notice of a compelled disclosure.
Buyer identities, non-public Buyer License terms, pricing, security materials, samples, and unpublished Submitted Content are confidential unless the parties agree otherwise. These duties continue for three years after termination, and for trade secrets as long as they remain protected by law.
9. Third-party claims and indemnification
You will defend, indemnify, and hold harmless fiund, its affiliates, service providers, and Buyers from third-party claims, losses, damages, judgments, and reasonable legal fees arising from your breach or alleged breach of Section 5 or from Submitted Content as supplied by you. This obligation does not apply to the extent a claim results from fiund’s or a Buyer’s use outside the scope authorized by this Agreement or the applicable Buyer License.
fiund will defend, indemnify, and hold you harmless from third-party claims, losses, damages, judgments, and reasonable legal fees arising from fiund’s material breach of this Agreement or fiund’s use of Submitted Content outside the scope of this Agreement.
The indemnified party must promptly notify the indemnifying party and reasonably cooperate at the indemnifying party’s expense. Delay in notice reduces the obligation only to the extent it materially prejudices the defense. The indemnifying party may control the defense with qualified counsel, but may not settle a claim in a way that admits fault by, imposes non-monetary obligations on, or fails to release the indemnified party without that party’s written consent, not to be unreasonably withheld.
10. Disclaimers and limitation of liability
fiund does not guarantee that Submitted Content will be accepted, marketed, licensed, or generate any minimum revenue, or that any Buyer opportunity will close.
To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits or revenues, arising from this Agreement. Except for the exclusions below, each party’s aggregate liability is limited to the greater of US$100 or the amounts paid or payable to you under this Agreement during the 12 months before the event giving rise to the claim.
The liability cap does not limit payment obligations, either party’s fraud or willful misconduct, breach of Section 8, or obligations under Section 9. Nothing limits liability that cannot lawfully be limited.
11. Privacy, personal data, and security
Each party will comply with applicable privacy, data-protection, biometric, and recording-consent laws in performing this Agreement. You will not submit highly sensitive personal information, private communications, health or financial records, precise location data, credentials, or children’s data without first disclosing it and establishing a lawful basis and a written handling plan accepted by fiund.
fiund will use reasonable administrative, technical, and organizational safeguards for Submitted Content and contributor account information. Where applicable law requires a data-processing addendum or other specialized privacy terms for a particular dataset or Buyer License, the parties will put those terms in writing before the affected processing or license.
12. General terms
The parties are independent contractors. This Agreement does not create employment, partnership, fiduciary, agency, franchise, or joint-venture relationships. Except for fiund’s authority to license Submitted Content as expressly stated, neither party may bind the other.
Notices to fiund must be sent to jaeden@fiund.com. Notices to you may be sent to the email address on your contributor account. Notices are effective when received, except automated delivery failures do not constitute receipt.
You may not assign this Agreement without fiund’s written consent. fiund may assign it to an affiliate or in connection with a merger, financing, reorganization, or sale of substantially all related business or assets, provided the successor remains bound by this Agreement.
This Agreement, the Privacy Policy, and any written addenda accepted by both parties are the entire agreement concerning Submitted Content and replace prior discussions on that subject. Amendments require a written agreement or electronic acceptance by both parties. fiund may publish a revised agreement for future submissions, but a material revision does not apply to previously submitted content unless you accept the revised version.
If a provision is unenforceable, it will be narrowed to the minimum extent necessary and the remainder will continue. A waiver must be in writing and is not a continuing waiver. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. Electronic signatures and records have the same effect as originals, and counterparts together form one agreement.
Arizona law governs without regard to conflict-of-law rules. State and federal courts located in Maricopa County, Arizona have exclusive jurisdiction. Before filing a claim, the parties will provide written notice and attempt in good faith to resolve the dispute informally for 30 days.