END USER LICENSE AGREEMENT (EULA)

FOR ARTICULATOR.AI PLATFORM SERVICES

NOW, THEREFORE, the Parties agree as follows:

1. DEFINITIONS

1.1 “Artist”: A registered user validated through the Company’s KYC process to upload an image of the Original Artwork and agree to license his or her original artwork to the Company in this platform for co-creating derivative digital artwork using the platform’s features and services.
1.2 “Original Artwork”: High-resolution images uploaded by the Artist, declared by the Artist to be their exclusive intellectual property.
1.3 “Digital Derivative”: Output generated by the Company’s proprietary AI tools, based on the Original Artwork.
1.4 “Physical Print” : a printed version of the artwork based on the Digital Derivative
1.5 “Platform”: Articulator.ai’s website, services, and partners, including print/delivery providers.
1.6 “Watermark”: refers to the Company’s specific watermarking technology in combination to apply both a human-readable watermark and a machine-readable watermark and a patented 2D barcode technology embedding ownership data into artwork, linked to a blockchain record
1.7 “Collector”:  A registered user of the Platform who purchases or otherwise acquires rights to Digital Derivatives or physical prints made available through the Platform. Collectors are typically buyers or collectors of unique digital artworks created by Artists via the Platform, who have established a Platform Account and agreed to comply with the terms governing such acquisitions.
1.8 “Purchase”: The transaction by which a Collector obtains a limited license to a unique Digital Derivative or a physical print with museum-grade quality paper of the digital derivative artwork, facilitated and authenticated by the Platform. Collector’s Purchase therefore means acquiring rights to a unique Digital Derivative, authenticated by the Platform, or to a physical museum-grade print thereof.
1.9 “Stripe”: the payment gateway company that artists can set up to collect payment directly from each purchase. (more details at www.stripe.com). Each Stripe account has a unique payment account number facilitating direct payments to artists.

2. ACCEPTANCE OF TERMS AND CONDITIONS

2.1 By registering, uploading content, or using the Platform, the user agrees to this End User License Agreement (EULA) by the company.
2.2 The Company reserves the right to modify this EULA at its discretion. Continued use constitutes acceptance of revised terms.
2.3 The terms and conditions defined in this EULA will be updated from time to time by the company as necessary.

3. ELIGIBILITY & KYC

3.1 Eligibility:

• The user must be at least 18 years old and legally capable of entering binding agreements and be invited by the Company through special invitation codes
• An Artist must complete the Company’s KYC verification process to validate :
  (a) Identity (e.g., government-issued ID);
  (b) Artistic practice (e.g., portfolio review);
  (c) Ownership of Original Artwork.
  3.2 The Company may reject the user's application or terminate accounts at its sole discretion for fraud, misrepresentation, or breach of this EULA.

4. LICENSE GRANTS (for ARTISTS)

4.1 License from Artist to Company:

• The Artist grants the Company a non-exclusive, royalty-free, worldwide, sublicensable license to:
  (a) Use, reproduce, and modify the Original Artwork solely to create Digital Derivatives;
  (b) Display the Original Artwork (with Watermark) on the Platform for promotional purposes;
  (c) Store the Original Artwork on secure servers.
• The Original Artwork in its digital form shall not be sold, downloaded, or publicly distributed by the Company.

4.2 License from Company to Artist:

• The Company grants the Artist a non-exclusive, revocable, non-transferable license to sell Digital Derivatives through the Platform by promoting to the Artist’s own circle of friends
• All sales must occur via the Platform; the Artist may not independently commercialize Digital Derivatives.

5. OWNERSHIP & INTELLECTUAL PROPERTY (for ARTISTS)

5.1 Original Artwork:

• The Artist retains full copyright and moral rights to the Original Artwork and also the derivative generated by the platform. The Artist warrants that they own all rights to the Original Artwork and that it does not infringe third-party rights.

5.2 Digital Derivatives and the Certificate of Authenticity:

• The Company does not own the intellectual property rights for the Digital Derivatives and the Certificate of Authenticity that forms part of the services provided to the artists. However, the Company does own the copyrights in the proprietary algorithms in the generative AI platform and including the copyrights to all the customised coding and associated blockchain records.
• The Artist may not claim ownership or challenge the Company’s rights to the coding, algorithms, blockchain recordsc and anything related to decentralised art id as assigned to each artwork.

5.3 Watermark & Blockchain:

• All Digital Derivatives and Original Artwork displayed on the Platform shall bear the Company’s Watermark with the word “Articulator” clearly seen, encoding:
  
  (a) Provenance data;
  (b) Ownership history;
  (c) A unique blockchain ID.
  
• Tampering with, removing, or obscuring the Watermark constitutes a material breach of this EULA.

6. REVENUE SHARING & PAYMENTS (for ARTISTS)

6.1 Revenue Split:

• Sales proceeds (after deducting payment processor fees like Stripe) shall be split 80% to Artist / 20% to Company.
  6.2 Payouts:
• Payments to Artists are processed within 30 days of sale completion.
• The Artist must provide valid payment details on Stripe or otherwise and comply with tax reporting obligations.
  6.3 The Company may withhold payments if the Artist breaches this EULA or disputes arise.

7. TERMS FOR COLLECTORS (BUYERS)

7.1 Grant of License and Use Restrictions

• Upon purchase, Collectors obtain a limited, non-exclusive, non-transferable, revocable license to display, possess, and privately enjoy the Digital Derivative for personal, non-commercial use only. The Collector does not receive copyright or commercial rights to the Digital Derivative or Original Artwork, unless expressly agreed via a premium license.
• Collectors may not:

• Use, copy, reproduce, modify, transmit, distribute, sell or exploit the Digital Derivative or print for commercial purposes (e.g., merchandise, resale, marketing, or further derivatives) without a separate written agreement and premium license from the Company.
• Remove, obscure, or tamper with any watermark, blockchain identifier, or attribution embedded in the artwork or print.​​

7.2 Physical Print Fulfillment

• Collectors may order high-quality museum-grade physical prints of purchased Digital Derivatives through the Platform for an additional fee. Prints are produced on archival, acid-free paper with pigment-based inks to meet museum standards.​
• The Company will arrange delivery upon payment confirmation. Returns/refunds may be handled according to the Platform’s print production and shipping policies.

7.3 Ownership and Rights

• Ownership of a purchased Digital Derivative confers possession of a unique, authenticated copy (digital or physical) only, but not copyright or commercial rights.​ If collector wants to license the copyrights for commercial use, please contact by emailalex@articulator.ai 
• All copyrights to Digital Derivatives and Original Artwork remain with the Company and/or Artist, as set forth earlier in this Agreement.
• No transfer of intellectual property or copyrights occurs unless specified in writing as a premium option.

8. REPRESENTATIONS & WARRANTIES (for ARTISTS)

The Artist represents and warrants that:
8.1 They exclusively own all rights to the Original Artwork and have obtained necessary permissions for third-party content (if any).
8.2 The Original Artwork does not infringe intellectual property rights, privacy rights, or applicable laws.
8.3 They will not use the Platform for unlawful, fraudulent, or defamatory purposes.

8. INDEMNIFICATION

The Artist shall indemnify and hold harmless the Company from and against any claims, damages, liabilities, losses, or expenses arising from or in connection with any breach of this EULA, any infringement or alleged infringement of third-party rights, or any misuse of the Platform.

The Collectors shall indemnify and hold harmless the Company and the Artists from and against any claims, damages, liabilities, losses, or expenses arising from or in connection with any misuse of the Platform, unauthorized commercial exploitation, or breach of this EULA.

9. TERMINATION

9.1 Termination by Company: The Company may terminate this EULA immediately for:

• Breach of Sections 3 (KYC), 5 (IP), or 8 (Warranties);
• Fraudulent activity.

9.2 Termination by Artist: The Artist may terminate with 30 days’ written notice by email to alex@articulator.ai 

9.3 Post-Termination:

• The User’s content will be removed from the Platform;
• Outstanding payments will be settled within 60 days.

9.4 The Company reserves the right to revoke or terminate any Collector’s license for breach of these terms in EULA (especially on the use of unlicensed copyrighted images for commercial use as stipulated in clause 7.3). Upon termination, the Collector must cease all uses of Digital Derivative and destroy any unauthorized copies.

10. DISPUTE RESOLUTION

10.1 Governing Law: This EULA is governed by Hong Kong SAR law.

10.2 Arbitration: Any dispute shall be resolved by binding arbitration in Hong Kong SAR under the Hong Kong International Arbitration Centre (HKIAC) rules. The tribunal shall consist of [1] arbitrator, and proceedings shall be in English.