This Creator Licensing Agreement (“Agreement”) is between Baei Inc. (“Bae-i,” “we,” “us,” or “our”) and you (“Creator,” “you,” or “your”), collectively referred to as the “Parties.”
Summary
In short: these terms explain how creators are paid, how creator content and likeness may be used, what each side is responsible for, and how either party can end the relationship. The full legal terms below control if there is any conflict with this summary.
1. AVATAR CREATION & LICENSING
1.1 Grant of Rights
By accepting this Agreement, you grant Bae-i a worldwide, non-exclusive, royalty-free, sublicensable license to:
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Create AI-powered digital avatars using your likeness, voice, and persona
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Use your name, image, voice, biographical information, and social media content
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Train AI models on your provided knowledge, content, and communications style
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Generate derivative works and AI-generated responses based on your content
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Monetize interactions between users and your digital avatar(s)
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Promote and market Bae-i, the Services, and your avatar (including using your name, image, voice, likeness, and avatar excerpts) in Bae-i-owned marketing channels and materials
1.2 Content Collection and Processing
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Access, process, and analyze content you provide directly to us, including video files, audio files, and associated metadata
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Use materials you provide (books, courses, videos, audio files, documents, transcripts) for knowledge base training
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Record and process training data you submit through our platform
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Update your avatar’s knowledge base with new content you provide
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Convert content between formats (such as audio to text, video to audio) as necessary for AI training and avatar operation
1.3 Content Provision Requirements
You acknowledge and agree that:
(a) You are responsible for providing or authorizing the sources used for your avatar, including direct uploads, creator-provided URLs, feeds, account handles, platform integrations, or authorized API connections;
(b) Where you provide or authorize public URLs, feeds, newsletters, channels, accounts, or similar source identifiers, Bae-i may automatically retrieve and process publicly available content from those sources, including podcast RSS feeds, newsletter feeds, and public social profiles, using supported integrations, APIs, feeds, or other permitted technical means;
© Bae-i will not bypass access controls or attempt to access private, paywalled, password-protected, or otherwise restricted content unless you separately provide access and such access is permitted by applicable law and platform terms;
(d) For content originally published on platforms such as YouTube, TikTok, Instagram, podcasts, newsletters, or similar services, you must provide or authorize the specific sources from which Bae-i may ingest content, and where available you agree to enable any platform permissions needed to facilitate that access.
1.4 Ownership
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You retain all rights to your original content and persona
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Bae-i owns the technical implementation of your digital avatar, trained AI models, and AI-generated responses
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AI-generated responses may have usage rights as defined herein
1.5 Biometric Data Consent
By creating an avatar, you consent to:
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Collection of voice samples for AI voice synthesis
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Use of facial/visual likeness for avatar generation
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Storage of voice characteristics for session delivery
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Ongoing use for the duration of this Agreement
You may revoke this consent by terminating this Agreement per Section 8.
2. AI TRAINING AND DERIVATIVE WORKS
2.1 AI Training Rights (Limited Purpose)
Creator grants Bae-i a worldwide, non-exclusive, sublicensable (solely as set forth in Section 2.3), royalty-free license to use Creator Content to (i) create, operate, maintain, support, and improve Creator’s avatar and related features, (ii) provide the Bae-i services to end users interacting with Creator’s avatar, (iii) ensure safety, trust, and quality of the Services, and (iv) comply with applicable law.
2.1(b) Shared Platform Models
Bae-i will not use Creator Content or avatar interactions to train shared platform models. Shared platform systems (such as safety classifiers and quality scoring) operate without being trained on your content. If Bae-i ever proposes to train shared models on Creator Content, it will first notify you and obtain your consent, and this Agreement will be updated accordingly.
2.2 Derivative Works and Avatar Outputs
Bae-i may generate AI outputs, including text, audio, and video responses, through Creator’s avatar as part of the Services (“Avatar Outputs”). Bae-i may create excerpts, clips, previews, and other derivative materials from Avatar Outputs and Creator Content for the purpose of operating, promoting, and marketing the Services and Creator’s avatar, including to drive traffic and revenue to Creator’s avatar.
2.3 Sublicensing
You grant Bae-i the authority to sublicense rights to third parties as necessary to operate the platform, including but not limited to AI infrastructure providers, cloud computing services, voice synthesis providers, and video generation services. Bae-i remains responsible for ensuring sublicensees comply with the terms of this Agreement.
2.4 Model Types and Deletion
Bae-i operates two types of AI models:
Dedicated Creator Models: These include your voice clone, video avatar model, and knowledge base. These models are specific to you and are fully deleted upon termination of this Agreement.
Shared Platform Systems: These include safety classifiers, quality scoring systems, and the foundation conversation models that power the Services. These systems are not trained on Creator Content or avatar interactions, so they contain none of your content.
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Your dedicated creator models (voice clone, video avatar, knowledge base) will be permanently deleted within 30 days
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Because shared platform systems are not trained on Creator Content, no residual creator data remains in them after termination
Deletion Scope. Upon termination, Bae-i will delete Creator Content and dedicated creator models from production systems within 30 days. Bae-i may retain limited copies in encrypted backups, which are kept on a rolling schedule not exceeding 365 days and are not accessible for production use; deleted content ages out of backups as that schedule completes. Bae-i may retain minimal records as required for tax, fraud prevention, dispute resolution, and legal compliance.
3. REVENUE SHARING
3.1 Revenue Definitions
Gross Revenue: Total amount actually paid by users and attributed to interactions with your avatar(s), including paid voice sessions, video sessions, and messaging services. Free Tokens are promotional tokens provided without a corresponding customer payment. Free Tokens do not generate Gross Revenue or Creator earnings.
Platform Costs: Costs incurred by Bae-i to deliver interactions with Creator’s avatar. Platform Costs are categorized as follows:
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Voice, Video & Text Services: Per-minute voice and video usage costs, per-message text usage costs, and monthly video avatar hosting fees where applicable
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Monthly Twin Knowledge Maintenance: A fixed $5 USD fee for each calendar month in which ongoing updates to Creator’s twin knowledge are enabled
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One Time Video Creation Fee: A one-time $50 USD fee when an applicable video twin is created
Additional deductions may include payment processing fees, refunds, chargebacks and disputes, and taxes or regulatory fees, but only when actually incurred, collected, or payable and itemized on Creator’s statement. Bae-i may allocate shared service and infrastructure costs only when the allocation is reasonable, consistently applied, and itemized on Creator’s statement.
Net Revenue: Gross Revenue minus Platform Costs and other deductions. Your 70% share is calculated on Net Revenue, not Gross Revenue.
3.2 Revenue Split
Net Revenue will be shared as follows:
Bae-i may adjust the revenue split percentage upon 30 days’ written notice to Creator. Continued participation in the platform following the notice period constitutes Creator’s acceptance of the revised split. If Creator does not accept the revised terms, Creator may terminate this Agreement prior to the effective date of the change.
3.3 Billing Cycle
Revenue and costs are calculated on a shared calendar-month cycle, running from the 1st through the last day of each month. Payout calculations are performed in the first few business days of the following month, with payouts processed by the 5th of the month.
3.4 Pro-Rating of Monthly Costs
Monthly video avatar hosting fees are pro-rated based on actual calendar days when the applicable service is activated or deactivated mid-cycle. The formula is: (monthly cost / days in month) x active days. The Monthly Twin Knowledge Maintenance fee is charged as the full $5 USD monthly amount for each applicable calendar month and is not pro-rated. The One Time Video Creation Fee is charged once and is not pro-rated.
3.5 Payment Terms
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Minimum payout threshold: $10 USD
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Amounts below the minimum threshold carry forward to the next billing period
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Payouts processed via third-party payment processors; Creator must complete payment setup to receive payouts
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Payment via bank transfer or other supported payment method
3.6 Negative Balances
If Platform Costs exceed Gross Revenue in a billing period, the resulting negative balance carries forward to subsequent billing periods and offsets future Creator earnings. A negative balance is an accounting carry-forward only. It is never a personal debt owed by Creator, and Bae-i will never invoice, charge, debit, or pursue Creator personally for payment of that balance.
3.7 Price Adjustments
Bae-i reserves the right to adjust pricing and/or revenue percentages with 30 days notice. Changes apply prospectively from the effective date stated in the notice. Continued participation or use of the Services after the effective date constitutes acceptance of the updated terms.
3.8 Earnings Statements; Corrections
Bae-i will provide monthly statements to Creator showing gross revenue, costs by category, net revenue, profit share amount, and payout status. Statements are provided regardless of whether a payout occurs in the given period. Except as required by law, statements are final. If Bae-i identifies a calculation or processing error, Bae-i may correct the error and issue an adjusted statement and payment (or offset) in a subsequent payout cycle.
3.9 Effect of Refunds and Chargebacks
Refunded or charged-back transactions reduce the Gross Revenue attributed to Creator in the billing period in which the refund or chargeback is processed. If the refund or chargeback relates to a prior billing period, the adjustment is applied to the current or next available payout.
4. CREATOR REPRESENTATIONS AND WARRANTIES
4.1 General Representations
You represent and warrant that:
(a) You are 18+ years old with full legal capacity to enter into this Agreement;
(b) You are the sole owner of all Content provided, or have obtained all necessary rights, licenses, and permissions to grant the rights in this Agreement;
© Your content does not infringe on any third-party intellectual property rights, privacy rights, publicity rights, or other proprietary rights;
(d) Information provided is accurate and not misleading;
(e) You will promptly update us of any changes affecting these warranties.
4.2 Content Ownership and Platform Rights
You represent and warrant that:
(a) You retain full copyright ownership of all content you provide to Bae-i, including content originally published on third-party platforms such as YouTube, TikTok, Instagram, or similar services;
(b) Any licenses you have granted to third-party platforms (such as YouTube’s Terms of Service) are non-exclusive and do not prevent you from independently licensing your content to Bae-i for the purposes described in this Agreement;
© You have the legal right and authority to license your content to Bae-i for AI training, derivative works creation, and commercial use, independent of any platform restrictions;
(d) You will provide content through direct upload, creator-provided or creator-authorized URLs, feeds, accounts, or other authorized means, and you will not expect Bae-i to obtain content through access methods you are not authorized to grant or that are prohibited by applicable law or platform terms.
4.3 Third-Party Content
You represent and warrant that:
(a) All third-party content incorporated in your materials (including but not limited to background music, video clips, images, quotes, or other materials created by others) has been properly licensed with rights permitting AI training use and commercial exploitation;
(b) Any individuals appearing in your training materials have provided appropriate written releases permitting their likeness to be used for AI training purposes;
© You have full legal authority to license your likeness and voice for AI synthesis and commercial use;
(d) Your representations to users via your avatar do not violate professional regulations (e.g., medical, legal, financial advice restrictions).
You acknowledge that content containing third-party copyrighted material (such as licensed music, clips from other creators, or materials used under fair use) may be excluded from AI training at Bae-i’s discretion to minimize intellectual property risk.
5. CONTENT STANDARDS
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Promote illegal activities or violence
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Contain hate speech or discrimination
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Make false or misleading claims
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Violate any applicable laws or regulations
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Impersonate others without permission
6. REGULATORY COMPLIANCE
6.1 Data Documentation Consent
You consent to Bae-i maintaining documentation of your content for regulatory compliance purposes, including:
(a) Content inventory with provenance tracking;
(b) Consent records with timestamps and version control;
© Training logs linking specific content to model versions;
(d) Rights holder registry with contact information.
6.2 Transparency Requirements
You acknowledge that Bae-i may be required to disclose information about AI training data under applicable laws, including but not limited to California AB 2013 (effective January 1, 2026) and the EU AI Act. Such disclosures may include confirmation that your content was used for AI training, that your content was licensed, and general categories of training data. Bae-i will not disclose specific content, proprietary information, or personally identifiable information beyond what is legally required.
7. NEW SERVICES & FEATURES
7.1 New Product Launches
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Bae-i may introduce new features or use cases for avatars
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You will receive 30 days notice before avatar inclusion in new services
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You may opt out within the notice period
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If you do not opt out, your avatar may be included only in substantially similar services that are consistent with this Agreement and are not Sensitive Uses
7.2 Sensitive Uses and Third-Party Campaigns
Your avatar may not be used in connection with pornography, explicit sexual services, political campaigning, gambling, endorsements, or third-party branded campaigns that materially feature your avatar or digital likeness without prior written or in-platform approval from both you and Bae-i.
7.3 Service Provider Changes
Bae-i may change technology providers (AI, voice, video) without separate consent, provided the avatar quality and functionality remain substantially similar.
8. TERMINATION & REMOVAL
8.1 Creator Termination
You may request avatar removal with 30 days written notice. Upon termination:
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Your avatar will be disabled for new interactions no later than the effective termination date
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Existing user sessions may continue for up to 1 day
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Prepaid subscriptions, executed third-party campaigns, and other obligations accepted before termination may continue during a wind-down period of up to 30 days solely to fulfill commitments already in effect
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Your data will be deleted per our retention policy
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Final revenue payment will be processed
8.2 Effect on AI Models
Dedicated Models Deleted: Your voice clone, video avatar model, and knowledge base will be permanently deleted within 30 days. These models are specific to you and can be fully removed.
Shared Platform Systems: Shared platform systems (such as safety or quality systems) are not trained on Creator Content, so they continue operating after your termination without containing any of your content.
Bae-i will not use your Content for training new models after termination. Deletion and backup retention are described in Section 2.4 (Model Types and Deletion).
8.3 Bae-i Termination
We may terminate immediately for Agreement violations or at any time with 30 days notice.
8.4 Effect of Termination
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All licenses granted to Bae-i cease except as provided in Sections 2.4, 8.1, and for existing user sessions or other obligations already accepted before termination
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Pending revenue will be paid out
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Good-faith voluntary termination does not automatically bar you from applying to rejoin the platform, though any new application may require updated onboarding, verification, and approval
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If Bae-i terminates this Agreement for policy, safety, fraud, legal, or material Agreement violations, you may not rejoin the platform for 12 months, and severe violations may result in a permanent bar
9. INDEMNIFICATION & LIABILITY
9.1 Creator Indemnification
You will defend, indemnify, and hold Bae-i harmless from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) Your breach of this Agreement;
(b) Inaccuracies in your content or representations;
© Any claim that your Content infringes third-party intellectual property rights, including claims related to music, video clips, images, or other third-party materials incorporated in your content;
(d) Any claim arising from third-party content incorporated in your Content without proper licensing;
(e) Misrepresentation or fraud;
(f) Violations of any third-party rights, including privacy, publicity, or contractual rights.
9.2 Bae-i Indemnification
Bae-i will indemnify and hold you harmless from any claims arising from Bae-i’s use of your Content in a manner that exceeds the scope of the license granted in this Agreement, or from Bae-i’s negligence or willful misconduct in operating the platform.
9.3 Limitation of Liability
OUR TOTAL LIABILITY SHALL NOT EXCEED YOUR EARNINGS FROM THE PAST 6 MONTHS. WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
9.4 No Verification
Bae-i does not independently verify your representations regarding content ownership, third-party rights, or licensing. You assume full responsibility for ensuring all content provided complies with this Agreement and applicable law.
10. GENERAL TERMS
10.1 Confidentiality
Both parties will maintain confidentiality of proprietary information, including revenue data and technical implementations.
10.2 Independent Contractor Relationship
You are an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, partnership, or franchise relationship between you and Bae-i. You:
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Control your own work schedule, methods, and creative direction
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Are solely responsible for your own taxes, insurance, and benefits
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May work with other platforms and create content for competitors simultaneously
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Have no authority to bind Bae-i contractually or make commitments on our behalf
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Are not eligible for Bae-i employee benefits, workers’ compensation, or unemployment insurance
10.3 Governing Law
This Agreement is governed by Delaware law. Disputes will be resolved through binding arbitration in Delaware.
Arbitration Opt-Out. Creator may opt out of arbitration by sending written notice to legal@baei.ai within 30 days of first accepting this Agreement.
Remote Proceedings. If Creator resides outside the United States, the arbitration may be conducted remotely by video conference unless the parties agree otherwise.
10.4 Entire Agreement and Amendments
This Agreement supersedes all prior agreements. Except where this Agreement expressly permits updates on notice, this Agreement may only be modified in writing.
10.5 Severability
If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
10.6 Assignment
You may not assign this Agreement. Bae-i may assign it to a successor or affiliate.
10.7 Notices
Bae-i may provide notices under this Agreement by email to the address associated with your account and/or through in-platform notification. Notices are effective when sent unless applicable law requires otherwise.
11. ACCEPTANCE
By checking the acceptance box, clicking “Submit Application” or “Accept,” or otherwise submitting content to Bae-i through a flow that presents this Agreement, you agree to be bound by this Agreement.
Baei Inc.
251 Little Falls Drive, Wilmington, County of New Castle, 19808 Delaware USA
Email: legal@baei.ai
By accepting these terms, you are entering into a legally binding agreement. You are welcome to seek independent legal advice.
