CGS Style Maker

LAETRO, INC. CONTENT GENERATION SUITE • STYLE MAKER ADDENDUM

Last Updated FEB 2024

If Subscriber is a Style Maker the terms of this Content Generation Suite Style Maker Addendum (“Addendum”) apply to Subscriber. This Addendum is entered into under and amends the Content Generation Suite Subscription Agreement between Laetro, Inc. (“Laetro”) and Subscriber (“Agreement”) with respect to Subscriber’s conduct as a Style Maker or participation in the Program (defined below). Capitalized terms used but not defined in this Addendum will have the meanings given to those terms in the Agreement. In the event of a conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will control with respect to Subscriber’s conduct as a Style Maker and participation in the Program.

Style Maker. As a Style Maker, Laetro may permit Subscriber access to limited features of the Services at no cost solely to create Custom Styles for the Service and to list such Custom Styles on the Style Store (defined below) (“Purpose”). In connection with such access, Laetro may, in its sole discretion, elect to provide Subscriber with Free Generation Tokens for use solely to create and test Custom Styles and to market such Custom Styles in the Style store within the Service (“Style Gallery”). If Subscriber has an active paid subscription to the Services, such Free Generation Tokens are separate from and in addition to the Free Generation Tokens Subscriber receives as a part of Subscriber’s paid subscription to the Services. In addition:

1.a

Subscriber may choose to make its Custom Styles available in the Style Gallery (each such Custom Style, a “Listed Style”). Listed Styles may be listed on an anonymous basis (“Anonymous Style”) or listed with Subscriber’s name and avatar (“Signature Style”). Subscriber will ensure that all information that it provides or publishes about its Listed Styles is, at all times, complete, accurate, and not misleading. By electing to list a Listed Style, Subscriber: (a) authorizes Laetro to list such Listed Style in the Style Gallery, together with all other information that Subscriber may include in the Listed Style’s listing or description, and with respect to Signature Styles, additionally attribute such Listed Style to Subscriber using Subscriber’s name and avatar, (b) grants a worldwide, irrevocable, royalty free license: (i) to Laetro to use, modify, display, store, distribute and otherwise enable use of the Listed Style by Laetro and its subscribers to generate AI Content in such Listed Style, and (ii) users of the Listed Style to use, modify, distribute, prepare derivative works of, and otherwise exploit, and, such generated AI Content without restriction.

1.b

Subscriber represents and warrants that any Content that Subscriber submits to the Service in connection with creating a Custom Style is Subscriber’s own original work, and does not include any Content created, arranged or authored by any third party.

1.c

Notwithstanding any termination or expiration of Subscriber’s paid subscription to the Service, if any, unless Laetro terminates Subscriber’s access to the Services or removes Subscriber’s qualification as a Style Maker, Subscriber will be permitted to continue to access the Services as specified in this Addendum but otherwise subject to the terms of the Agreement, solely for the Purpose.

Style Maker Program and Eligibility. Laetro may allow Subscriber to participate in the Style Maker Exchange Program (the “Program”). To participate in the Program, Subscriber must meet the following eligibility criteria. By participating in the Program, Subscriber represents and warrants that Subscriber is at least 18 years of age, Subscriber is an active Creative on the Laetro Studio Platform, and Laetro has not previously removed or suspended Subscriber from the Program.

Rewards. Subject to Section 7, this Section applies only while Subscriber is a participant in the Program.

3.1

Base Rewards. Each time Subscriber’s Listed Style is used by a third party to generate AI Content on CGS (each a “Generation”), Subscriber will earn Rewards based on the Listed Price (defined below) charged for such Generation (“Rewards”). The details of the Rewards and calculation are specified on the program page available within CGS (“Program Page”). Laetro may update the Program Page on a going forward basis by posting the update at least 10 days before the updates are effective.

3.2

Listed Price. When Subscriber makes a Custom Style publicly available, Subscriber will set the number of tokens charged for each Generation (“Listed Price”). Laetro reserves the right to charge additional fees for each Generation in addition to the Listed Price. Such additional fees will not be taken into consideration when calculating Subscriber’s Rewards, and Rewards will be based solely on the Listed Price in effect at the time of Generation.

3.3

Enhancements and Boosts.

3.3.1

Enhancements. From time to time, Laetro may post Reward enhancement opportunities on the Program Page (“Enhancements”). Enhancements will apply only if Subscriber meets the specified criteria and terms for the Enhancement at the time of Generation.

3.3.2

Boosts. Laetro may also offer one-time or recurring Boosts for your Rewards if Subscriber meets the applicable criteria specified on the Program Page (Boosts”). Each Boost is subject to any specified terms for such Boost in the Program Page. Subscriber must meet all specified criteria for such Boost by the end of the relevant measurement or evaluation window in order to be eligible for the Boost.

3.3.3

Restrictions. Laetro reserves the right to determine in its reasonable discretion whether the criteria to receive Enhancements or Boosts have been met. Enhancements and Boosts are additive with Subscriber’s base Reward rate, as described in the Program Page. However, Subscriber’s total Rewards will not exceed 60% of the Listed Price. All Enhancements and Boosts are subject to all applicable limitations specified on the Program Page.

3.3.4

No Guarantee. Subscriber agrees that it will not participate in the Program or as a Style Maker in reliance on or expectation of obtaining a specified Reward amounts or any future Enhancement or Boost payments that may or may not be offered by Laetro. Subscriber acknowledges that any such Reward payments will cease as set forth in Section 7.

Payment. Subject to Section 7, this Section applies only while Subscriber is a participant in the Program. Subscriber can check the total Rewards earned by logging into the portal, available at app.laetro.com/earnings (“Payment Portal”). Payments may be made through one or more of Laetro’s approved third-party providers. Subscriber may be required to create and maintain an account with such third-party providers in order to receive payment through the Payment Portal, and Subscriber’s receipt of payment through such third-party provider may be subject to additional terms, located at laetro.com/terms-payment. Subscriber agrees to keep Subscriber’s payment information accurate and up to date at all times. Subscriber remains an independent contractor of Laetro and responsible for all taxes associated with Subscriber’s receipt of the Reward payments, including taxes on Subscriber’s net income. Notwithstanding the foregoing, Laetro reserves the right to withhold any taxes or other amounts required to be withheld by Laetro under applicable law. Laetro may offset any amounts payable to Subscriber against amounts owed by Subscriber to Laetro.

Limitation of Liability. NOTWITHSTANDING THE TERMS OF THE AGREEMENT: (A) LAETRO, ITS SUPPLIERS AND LICENSORS WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, AND (B) LAETRO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO SUBSCRIBER’S PARTICIPATION IN THE PROGRAM OR ACTIONS AS A STYLE MAKER WILL BE LIMITED TO THE TOTAL REWARD PAID OR PAYABLE BY LAETRO TO SUBSCRIBER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

Disclaimer. LAETRO, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. LAETRO DOES NOT WARRANT OR GUARANTEE ANY OUTCOME RESULTING FROM SUBSCRIBER’S PARTICIPATION IN THE PROGRAM. SUBSCRIBER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

Term and Termination. This Addendum will continue for as long as Subscriber is a Style Maker or a participant in the Program. Laetro may terminate this Addendum immediately with or without notice to Subscriber if Subscriber is no longer an active Creative on the Laetro Studio platform, or if Laetro terminates any other agreement between Subscriber and Laetro for cause. Either party may terminate this Addendum for cause if the other party breaches the Agreement or the Addendum and fails to cure such breach within 15 days of receiving notice of such breach. Either party may terminate Subscriber’s participation in the Program or its status as a Style Maker upon notice to the other[, provided that if Laetro terminates Subscriber’s participation in the Program without cause, Laetro will continue to pay Subscriber Rewards for Generations made from Subscriber’s Listed Styles during the 12 month period following such termination. Except as described in the preceding sentence,] Laetro’s obligation to pay, and Subscriber’s right to receive, Rewards will terminate upon termination of the Addendum. Upon termination of this Addendum, Sections 5 through 8 will survive.

Miscellaneous. Notwithstanding the terms of the Agreement, any dispute or claim arising out of or in connection with this Addendum or breach thereof, shall be finally settled by binding, confidential arbitration in Santa Clara County, California, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures by one arbitrator appointed in accordance with said rules. Absent manifest error, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may apply to any court of competent jurisdiction for injunctive relief without breach of this Section. This Addendum, together with the Agreement, constitutes the parties’ entire agreement regarding Subscriber’s participation in the Program and status as a Style Maker, and supersedes any prior or contemporaneous agreements regarding the same. Laetro may update this Addendum on a going forward basis upon at least 15 days’ prior written notice to Subscriber. Subject to the foregoing, and except as set forth in this Addendum, any amendment or modification to this Addendum will be effective only if signed by authorized representatives of each party. Waivers must be signed by the waiving party’s authorized representative to be effective. If any provision of this Addendum is held to be invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Addendum remains in effect.