Creator agreement

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BUNNY STUDIO IS WILLING TO ALLOW YOU TO CREATE DIGITAL GOODS ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE FOLLOWING TERMS. TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE, CLICK "ACCEPT ALL TERMS"."

This Creator Agreement (this "Agreement"), effective as of the date you click the "Accept all terms" button below ("Effective Date"), is entered into by and between you ("Associate") and Bunny Studio a Delaware corporation having an office at 4023 Kennett Pike #50735 Wilmington, DE 19807 (Bunny Studio) (each, a "Party", and together, the "Parties").

WHEREAS, Bunny Studio provides digital goods to its customers; and

WHEREAS, Associate wishes to provide digital goods, and Bunny Studio desires to obtain digital goods from Associate to provide to its customers.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows:

Article 1

DEFINITIONS

Artificial Intelligence (AI) means a branch of computer science that uses algorithms, data, and computational power to create machines that can perform tasks that typically require human intelligence, including but not limited to learning, reasoning, problem-solving, perception, and natural language understanding. In the context of this Agreement, AI encompasses the technologies and methodologies employed to create, train, and utilize digital voice models to clone voices based on the voices in the Digital Good.

AI Technology means the technology that enables computers and machines to simulate human learning, comprehension, problem-solving, decision making, creativity and autonomy.

AI Voice Cloning means the process of using artificial intelligence to create digital replicas of real people, including but not limited to the voice, and conversation style of the voice in the Digital Good using AI Technology.

AI Voice Creation means the process of using artificial intelligence to create digital replicas or clones of real people, including but not limited to the likeness, voice, and conversation style of the voice in the Digital Good using AI Technology.

AI Voice Model Training means the process of using artificial intelligence to train a computer model to create a new digital voice based on voices of real people, including but not limited to using the voices inputted into the computer system to create a new voice or voices, and new conversation style or styles of voices in the Deliverables using AI Technology.

AI Voice Synthesis means the process of using AI Technology and machine learning algorithms to analyze vast amounts of text and audio data, learning the nuances of human speech patterns, intonations, and emotions. The process includes inputting a dataset of various speakers, accents, emotions and speaking styles, and during the AI Voice Model Training, the AI learns to map text to speech, understanding not just pronunciation but also the subtleties of rhythm, stress, and intonation that make speech sound natural.

Customer means an entity that has asked Bunny Studio to procure a Digital Good on its behalf.

Digital Good means any good that can be delivered digitally including, but not limited, to audio files, texts, image files, illustration files, photographs, documents, video files, models, translations, software, and data sets, as described in an Order.

Due Date means a due date for delivery to Bunny Studio of an Digital Good as indicated in an Order.

End User means the customer or person or company or third-party who uses the Digital Good and/or Work Product pursuant to this Agreement.

Likeness means any representation of the Associate’s appearance, voice, mannerisms, or other identifying characteristics, including but not limited to photographs, videos, audio recordings, digital representation, avatars, or any other visual or auditory depiction of the Associate.

Order means an order, whether submitted via the Bunny Studio website or otherwise, including but not limited to description of Digital Goods, Due Dates, and payment terms.

Work Product means any content, materials, recordings, or other deliverables created by the Associate for the Order and/or Digital Good for Bunny Studio and/or End User pursuant to this Agreement.

Article 2

ACCOUNT

Section 2.1 Terms of Use. This Agreement incorporates by reference the terms of the Bunny Studio Terms of Use available at https://bunnystudio.com/pages/terms ("TOU") and the Bunny Studio Account Creation Agreement available at https://bunnystudio.com/pages/account_agreement. User hereby agrees to be bound by the TOU and the Account Creation Agreement. If any terms of this Agreement and the TOU or Account Creation Agreement conflict, the terms of this Agreement shall control.

Article 3

AI RESTRICTIONS

Section 3.1 AI Voice Creation Restrictions. The Associate shall not use any AI Voice Creation technology to: (a) Synthesize, generate, or replicate the Associate’s or any other voice related to any Order or Work Product associated with this Agreement; (b) Modify, alter, or transform the Associate’s voice related to any Order or Work Product associated with this Agreement; (c) Create derivative works based on the Associate’s voice related to any Order or Work Product associated with this Agreement; (d) Train AI models using the Associate’s voice related to any Order or Work Product associated with this Agreement; or (e) Process the Associate’s voice through any AI system that could potentially extract, learn from, or replicate or clone vocal characteristics related to any Order or Work Product associated with this Agreement.

Section 3.2 Process for Obtaining Explicit Permission. The Associate may only use AI Voice Creation related to any Order or Work Product associated with this Agreement technology to create, modify, or derive works from the Associate’s voice only if: (a) The Associate obtains prior written consent from Bunny Studio and End User through a separate written authorization form; (b) The specific AI Voice Creation technology to be used is clearly disclosed, including the name of the technology, its developer, and its primary functions; (c) The intended use, scope, duration, and distribution channels are explicitly defined in detail; (d) The Associate provides the End User with examples or demonstrations of the technology’s capabilities and output quality; (e) The End User has the right to revoke such permission at any time for future uses by providing written notice to the Associate and Bunny Studio; (f) The Associate acknowledges receipt of such permission in writing before commencing any AI Voice Creation activities.

Section 3.3 Record Keeping Requirements. The Parties and End User shall: (a) Maintain comprehensive records of all permissions granted under Section 3.2 for a period of at least five (5) years from the date such permission is granted; (b) Document all instances of AI Voice Creation use, including dates, specific technologies used, and the resulting outputs; (c) Provide the End User with copies of these records upon reasonable request; and (d) Implement reasonable security measures to protect these records from unauthorized access, alteration, or destruction.

Section 3.4 Consequences of Non-Compliance. In the event that the Associate uses AI Voice Creation technology without obtaining explicit permission as required under Section 3.2: (a) Such use shall constitute a material breach of this Agreement; (b) Bunny Studio and End User shall be entitled to immediate injunctive relief prohibiting any further use of such technology; (c) The Associate shall immediately cease distribution of any materials created using such technology; (d) The Associate shall destroy all copies of materials created using such technology; and (e) The Associate shall be liable for any damages resulting from such unauthorized use, including but not limited to actual damages, statutory damages, and reasonable attorneys’ fees.

Article 4

DIGITAL GOODS

Section 4.1 Orders. On or following the Effective Date, Bunny Studio shall submit one or more Orders to Associate. Associate shall create and deliver to Bunny Studio the Digital Goods described in such Order on or before the Due Date set forth in each such Order.

Section 4.2 Licensed Portions. Associate shall not deliver any Digital Good containing any material created or owned by any third party without first obtaining licenses therefor, and notifying Bunny Studio in writing of the existence, content of, and licensing terms for, any such materials (such materials, the "Licensed Portion").

Section 4.3 Evaluation and Acceptance. Bunny Studio may, in its sole discretion, accept or reject each Digital Good delivered to Bunny Studio hereunder.

Section 4.4 Rejection. Upon any rejection of an Digital Good by Bunny Studio (i) Bunny Studio shall not be required to pay for such Digital Good, (ii) Associate shall not use, copy, or publicly perform such Digital Good, and (iii) Associate shall destroy any copies of such Digital Good. As an exception to parts (ii) and (iii), if the rejection of such Digital Good occurs before the corresponding Due Date, and Bunny Studio does not terminate the corresponding Order under Section 3.5 below, Associate may submit a new Digital Good under the same Order, and retain and use copies of the rejected Digital Good for the sole purpose of creating and submitting such a new Digital Good.

Section 4.5 Order Termination. If (i) an Digital Good is rejected, (ii) Associate has not delivered an accepted Digital Good by its applicable Due Date, or (iii) the relevant Customer terminates its order prior to Associate's delivery of an acceptable Digital Good hereunder, either Party may terminate the corresponding Order. Such termination shall be Associate's sole remedy for rejection of an Order.

Article 5

LICENSES AND ASSIGNMENTS

Section 5.1 Customer and Bunny Studio Materials. Subject to the terms and conditions of this Agreement, Bunny Studio or Customer, as appropriate, shall retain ownership of all materials submitted or provided by Customer or Bunny Studio to Associate, including but not limited to scripts for ordered Digital Goods. Bunny Studio hereby grants a non-exclusive license to Associate to use, reproduce, and prepare derivative works of such materials, solely as necessary to create the Digital Good described in a corresponding Order.

Section 5.2 Assignment of Digital Good. Associate hereby irrevocably transfers, conveys, and assigns all right, title and interest, throughout the world, in and to all Digital Goods accepted hereunder ("Accepted Digital Good") to Bunny Studio. For the avoidance of doubt, assignment to and ownership of the Digital Good does not grant Bunny Studio or Customer the right to produce a voice or likeness of, or otherwise clone in any way, Associate’s voice, unless Bunny Studio or Customer, as applicable, has obtained prior written consent from Associate.

Section 5.3 License of Other Materials. Associate hereby grants a fully-paid, royalty-free, sublicensable, non-exclusive, worldwide, perpetual license to Bunny Studio and its third-party contractors to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of any materials submitted to the Bunny Studio website, including without limitation profile information, comments, and demonstration materials.

Section 5.4 Warranty. Associate hereby represents and warrants to Bunny Studio that (i) except for the Licensed Portion, Associate is the exclusive creator and owner of any submitted Digital Goods, and (ii) use, copying, distribution, and public performance of all Accepted Digital Good (including the Licensed Portion) by Bunny Studio, Bunny Studio's licensees, Customer, or Customer's licensees, shall not infringe any third-party rights.

Article 6

ASSOCIATE’S GENERAL RELEASE OF VOICE AND LIKENESS

6.1 License Grant. The Associate hereby grants Bunny Studio and End User a non-exclusive, royalty-free license to use, reproduce, distribute, display, and perform the Associate’s voice and Likeness solely in connection with the services, Work Product and Orders provided under this Agreement and subject to the limitations and restrictions set forth herein.

6.2 Scope and Limitations of License. This license is subject to the following limitations: (a) Geographic Scope: The license is valid worldwide, unless otherwise specified in writing; (b) Duration: The license shall remain in perpetuity, unless otherwise specified in writing; (c) Media: The license covers all media now known or hereafter developed, including but not limited to digital, print, audio, and video formats; (d) Context: The Associate’s voice and Likeness shall not be used in context that is defamatory, obscene, or otherwise inconsistent with the Associate’s public image or reputation; and (e) Commercial Use: Any commercial use beyond the scope of the services provided under this Agreement requires a separate written authorization from the Associate.

6.3 Permitted Uses. This license includes the right to: (a) Record the Associate’s voice and capture the Associate’s Likeness; (b) Edit such recordings and images for the purpose of the creation of the Work Product and Orders under this Agreement or to create derivative works, including but not limited to processing the recordings and images through AI Technologies (excluding voice cloning, which will require a special permission from the voice actor), and standard audio and video editing techniques for use that is consistent with the nature and purpose of this Agreement; (c) Incorporate such recordings and images into the Work Product; (d) Use such recordings and images for promotional use is consistent with the nature and purpose of the Work Product; (e) Archive such recordings and images for documentation and reference purposes; and (f) Transfer or sublicense these rights to third parties without the Associate’s prior written consent.

6.4 Restrictions. This license expressly excludes: (a) Use of AI Voice Creation technology without explicit permission as outlined in Section 3; (b) Use of the Associate’s voice or Likeness for purposes unrelated to the services provided under this Agreement; (c) Use in a manner that could be considered defamatory, misleading, or harmful to the Associate’s reputation or public image; (d) Use that implies the Associate’s endorsement of any product, service, or cause without specific written authorization; (e) Modification that materially alters the Associate’s appearance, voice, or other characteristics in a way that misrepresents the Associate; and (f) Use in connection with sensitive subjects including but not limited to political campaigns, religious advocacy, or controversial social issues without specific written authorization.

Article 7

FEES AND PAYMENTS

Section 7.1 Payment. Associate may invoice Bunny Studio for payment if and when a Digital Good described in such Order is accepted as described in Section 3.3.

Article 8

CONFIDENTIAL INFORMATION

Section 8.1 General Definition. "Confidential Information" means any information disclosed by Bunny Studio to Associate pursuant to this Agreement that is marked "Confidential," "Proprietary," or should otherwise be known to be confidential.

Section 8.2 Particular Confidential Information. All materials submitted or provided by Customer to Associate, including but not limited to scripts for ordered Digital Goods, shall be considered Confidential Information.

Section 8.3 Obligation. Associate shall treat as confidential all Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, Associate shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of Confidential Information to any third party.

Section 8.4 Limitations. This Article 6 shall not apply to any information that is already in possession of Associate, is independently developed by Associate, is received by Associate from a third party that has no relevant confidentiality obligation to Bunny Studio, or becomes generally known and available through no action or inaction of Associate.

Article 9

INDEMNITIES

Section 9.1 Associate. Associate shall indemnify, defend and hold Bunny Studio and its licensors, suppliers, partners, and each of their respective successors and assigns (all such parties together, the “Bunny Studio Parties”) harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including without limitation attorney's fees) (“Claims”) arising out of or in connection with Associate's violation of this Agreement, including any breach of any representation, warranty, or covenant set forth herein, or of any applicable law. In the event of such a Claim, Bunny Studio shall provide notice of the Claim to Associate. Bunny Studio shall have the right, but not the obligation, to be represented by counsel of its choice and to participate in defense of any such Claim. Associate shall bring no Claim against Bunny Studio, including but not limited to any Claim that Bunny Studio is a talent agent or Associate's employer.

Section 9.2 Infringement. If any Digital Good provided by Associate in accordance herewith is held to infringe, and/or the distribution, performance, display, or use of any Digital Good accepted by Bunny Studio in accordance herewith is enjoined, Associate shall at its expense either (i) procure for Bunny Studio, Bunny Studio's licensees, Customer, and Customer's licensees the unrestricted right to use and otherwise exploit the infringing Digital Good, or (ii) provide a replacement Digital Good acceptable to Bunny Studio that does not infringe.

Article 10

TERM AND TERMINATION

Section 10.1 Term. This Agreement shall commence on the Effective Date and continue thereafter until terminated according to the provisions of this Article 8.

For Convenience. Associate may terminate this Agreement for convenience upon written notice at any time during which no Order is pending. Bunny Studio may terminate this Agreement for convenience upon written notice at any time.
For Cause. Either Party shall have the right to terminate this Agreement, or any Order then in effect, if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same.

Section 10.2 Survival. The following provisions shall survive any expiration or termination of the Agreement: Articles 5.2, 5.3, 5.4, 8, 9, 10, 11, and 12.

Article 11

LIMITATIONS OF LIABILITY

Section 11.1 Exclusions. THE BUNNY STUDIO PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO ASSOCIATE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF RIGHTS OR SERVICES, LOSS OF GOODWILL, OR INTERRUPTION OF BUSINESS, EVEN IF BUNNY STUDIO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Section 11.2 Maximum Liability. Bunny Studio'S MAXIMUM AGGREGATE LIABILITY TO ASSOCIATE RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY Bunny Studio TO ASSOCIATE HEREUNDER FOR THE 12-MONTH PERIOD PRIOR TO THE ISSUE THAT GAVE RISE TO THE LIABILITY.

Section 11.3 Basis of the Bargain; Failure of Essential Purpose. Associate acknowledges that Bunny Studiohas set its prices and entered into this Agreement in reliance upon the limitations of liability, the disclaimers of warranties, and the exclusions of damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that such limitations, exclusions, and disclaimers shall survive and apply even if any limited remedies are found to have failed of their essential purpose.

Article 12

GENERAL PROVISIONS

Section 12.1 Independent Contractors. It is the express intention of the Parties that Associate is an independent contractor. Nothing in this Agreement shall in any way be construed to: (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as employers, employees, partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, (iii) allow either Party to create or assume any obligation on behalf of the other Party, or (iv) provide Associate with any benefits or perquisites normally given to employees. Associate shall provide all equipment and facilities necessary to produce the Digital Goods.

Section 12.2 No Agency Relationship. It is the express intention of the Parties that Bunny Studio is not a talent agency. Nothing in this Agreement shall in any way be construed to (i) give Bunny Studio the ability to negotiate with Customers on behalf of Associate or (ii) represent Associate to Customers.

Section 12.3 Governing Law; Dispute Resolution. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Delaware (except that body of law controlling conflicts of law). Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre- judgment remedies) shall be resolved at the request of either Party through binding arbitration. Arbitration shall be conducted in Delaware, under the rules and procedures of the American Arbitration Association ("AAA"). The Parties shall request that AAA appoint a single arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties, and judgment may be entered in and enforced by any court of competent jurisdiction.

Section 12.4 Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement shall remain in full force and effect. The waiver of any breach or default of this Agreement shall not constitute a waiver of any subsequent breach or default, and shall not act to amend or negate the rights of the waiving Party.

Section 12.5 Assignment. Associate may not assign its rights or delegate its duties under this Agreement either in whole or in part, by operation of law or otherwise, without the prior written consent of Bunny Studio. Any attempted assignment or delegation without such consent shall be void. Bunny Studio may assign this Agreement in whole or part. This Agreement shall bind and inure to the benefit of each Party's successors and permitted assigns."

Section 12.6 Force Majeure. Neither Party shall be liable to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of such Party. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of deadly violence, earthquakes, floods, fires and explosions.

Section 12.7 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.