Flikforge Terms of Service

Last Updated: April 25, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," "User," including but not limited to "Owner" and "Licensor") and Flikforge, Inc. ("Flikforge," "we," "us," or "our"), governing your access to and use of the Flikforge online software platform (the "Platform"). By accessing, browsing, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, you may not access or use the Platform.

Definitions

"Data" means any copyrighted work, intellectual property, or digital content, including video, audio, image, text, or other media assets, uploaded or registered by an Owner on the Platform.

"Licensed Content" means Data that a Licensor has licensed from an Owner through the Flikforge platform.

"Owner" means any individual or entity who registers Data on the Platform and claims ownership or rights to enter to licensing agreements for AI Data Training, Generation, Publishing and Distribution.

"Licensor" means any individual or entity that enters into a contractual relationship with an Owner through the Platform to license Data for specific uses.

"Metadata" means any descriptive, technical, administrative, or contextual information associated with Data, generated either manually or automatically by the Platform.

"Universal Identifier (UUID)" refers to a unique identification code assigned to each item of Data upon registration on the Platform.

"Contract Offers" refers to the proposed licensing terms and conditions- such as pricing and contract term lengths- made available by Owners to prospective Licensors for Data usage. A Contract Offer is enabled by the Owner to control which Contract Offers apply to their Data. Flikforge provides default contracts under which Owners may offer their Data for use in AI Data Training, Generation of Derivatives without commercialization rights, and Publishing of Generated Derivatives with commercialization rights. Owners may provide their own Contract Offers to override the Flikforge default contracts; such Contract offers may be integrated with the Flikforge contract automation function or completed off-platform, provided that off-platform transactions do not circumvent Flikforge’s right to receive payments under 5.3. Flikforge default contracts are available after signing a Non-Disclosure Agreement with Flikforge.

"AI Data Training License" means a license that permits the use of Data in the training of generative artificial intelligence systems.

"Generation License" means a license authorizing the creation of AI-generated derivative content based on licensed Data.

"Publishing and Distribution License" refers to a license permitting the publication, syndication, or commercial distribution of AI-generated derivative works.

"Chain of Title Affidavit" refers to a model legal agreement provided by Flikforge to establish ownership in the absence of pre-existing documentation.

"Derivatives" means outputs generated by AI models trained on Data, including but not limited to images, text, audio, video, 3D models, or other forms of expression.

"Work Asset Group" means individual Data elements to which Contract Offer terms can be applied by the Owner by their own choosing.

"Owner Metadata" means any metadata independently created, contributed, or curated by the Owner, and made available to Licensors through the Flikforge platform. Owner Metadata shall remain the exclusive intellectual property of the Owner. The Owner retains the right to use, export, or reproduce such metadata outside the Platform without restriction. Nothing in this Agreement transfers to Flikforge any ownership rights in Owner Metadata.

Platform Services

The Platform provides a suite of services to Owners and Licensors, including registration, indexing, licensing, and provenance tracking of Data.

Owners may:

  • Register and verify ownership of Data through user interface or API
  • Assign UUIDs to Data upon registration
  • Generate and enrich Metadata through Flikforge's indexing tools
  • Propose and publish Contract Offers for licensing Data
  • Set Brand Guidelines for downstream usage
  • Promote Data to Licensors via the Platform’s marketing tools.

Licensors may:

  • Discover Data using Flikforge's search and classification tools
  • Accept or negotiate Contract Offers directly within the Platform
  • License Data via secure transactions with purchase history logging
  • Access Brand Guidelines and ensure usage compliance
  • Monitor Data usage through provided dashboards and reporting tools.

User Accounts

  • To access the Platform, you must create an account by providing accurate, complete, and current information.
  • You are responsible for maintaining the confidentiality and security of your credentials. You agree to notify Flikforge immediately of any unauthorized use or suspected breach of your account.

Ownership and License Structure

  1. Owners retain all rights, title, and interest in and to their registered Data, subject only to the licenses granted through accepted Contract Offers made through the Flikforge platform.
  2. Upon completion of a licensing transaction, a non-exclusive, non-transferable, revocable license is granted to the Licensor for the express purposes described in the applicable Contract Offer. Owners choose which applicable Contract Offers apply to each of their Work Asset Groups uploaded onto the Flikforge platform.
  3. No License shall be deemed granted unless and until the Contract Offer has been accepted and all applicable fees have been paid in full.

Licensors may not:

  • Use Data outside of the licensed scope
  • Copy, sublicense, distribute, or repurpose Data or Metadata
  • Engage in any activity that violates intellectual property rights, data privacy laws, or these Terms.

Contracts and Provenance

  1. Owners acknowledge they are in control of which types of Contracts to which they will be bound if and when a Licensee searches for and finds their Data. Owners may enable and disable this through a selection box at anytime. Owner’s responsibility is to review the terms and language of each Contract type before enabling the Contract Offer.
  2. Through these Terms of Service Owners and Licensors agree to be bound by the Contract once the Licensee has pressed the Purchase button in the Flikforge platform without a physical signature. Flikforge’s record of the user’s action of pressing the Purchase button and the user account data associated with the Licensee’s account shall constitute an electronic signature.
  3. Owners and Licensors may upload their own chain of title documentation and custom license agreements, provided that Flikforge can integrate custom terms to satisfy audit, security, privacy, access control, delivery, acceptance, provenance recording, and delivery terms.
  4. All license transactions and contract terms that are integrated with the Flikforge contract automation routines are immutably recorded by Flikforge and available for audit by Owners and Licensors. Off-platform transactions may be sent to Flikforge for manual inclusion in the immutable database at the Owners and Licensors discretion, with prior consent by Flikforge and provided that Flikforge can integrate with necessary audit, security, privacy, access control, delivery, acceptance, provenance recording and delivery terms.
  5. Where Flikforge cannot satisfy custom terms of customized or off-platform transactions, the applicable Flikforge warranty in section 7 shall not apply.

Owners and Licensors agree not to circumvent the Platform by:

  • Entering into off-platform transactions involving Data discovered within the Flikforge platform to a counterparty via Flikforge, except where off-platform transactions may be required due to bespoke licensing; in such cases, Flikforge will retain its right to receive payment under the same terms as if the transaction occurred within the Flikforge platform. This shall not apply to Owners’ or Licensors’ existing commercial relationships, renewals, or independently initiated deals
  • Not to reverse engineer, copy, replicate, or extract the Platform’s proprietary algorithms, classifications, indexes, or metadata systems
  • Metadata generated solely by Flikforge shall be the exclusive intellectual property of Flikforge and may only be sublicensed for use within the Platform, unless otherwise agreed in writing.

Fees and Payment

  • Referral Fee for Marketplace pricing plans; Owner shall pay to Flikforge an agreed upon revenue share % of sales generated from the transactions referred by Flikforge. The revenue share % will be set during the on-boarding process; Data Owners will be able to view the agreed upon revenue share % in account settings.
  • Where Flikforge default contracts are used and/or payments are executed on the Flikforge platform, the referral fee will be taken from the Licensor payment, with the balance paid to the Partner. Where Flikforge referred license agreements are made off-platform are payments are completed off-platform, the Partner shall report the sales date and sales amount to Flikforge by the end of the month in which the sales are recognized, and the Partner shall pay Flikforge the referral fee within 30 days of the Licensor’s payment to the Partner. Non-USD amounts shall be converted into USD using the market reference rate published by the IMF (International Monetary Fund) as 'Representative Exchange Rates for Selected Currencies' applicable to the Sales Date.

Representations and Warranties

Owners represent and warrant that:

  • They have full rights to upload, register, and license the Data
  • The Data does not infringe any third-party rights
  • They will indemnify and hold harmless Flikforge and any Licensors from all claims related to ownership, privacy, or infringement.

Licensors represent and warrant that:

  • They will not repurpose Data in a way that infringes on any third party’s rights
  • Upon termination of the license, they will return or delete all copies of the licensed Data unless otherwise permitted
  • They will use the Licensed Content only for lawful, legitimate, and ethical purposes and in accordance with the terms of this Agreement (including the licensed Permitted Use and all applicable restrictions)
  • They will implement and maintain commercially reasonable security measures (including technical, administrative, and physical safeguards) to protect the Licensed Content from unauthorized access, theft, or disclosure while in its possession or control
  • Upon written notice by an Owner for which they have entered into a licensing arrangement, they shall promptly remove the identified Licensed Content under its control and, where feasible, delete or disable further access to the Licensed Content. Licensors may retain and use the content to the minimum extent necessary for integrity of trained AI models or to comply with legal obligations.

Prohibited Content

You may not upload or use Data that:

  • Contains sensitive personal data without explicit consent
  • Infringes on copyright, trademark, publicity, or privacy rights
  • Is defamatory, unlawful, or otherwise in violation of applicable law.

Takedown Rights

  • Owner may, in its sole discretion, withdraw or restrict the use of Data or Licensed Content of Licensed Content if the Owner determines that continued use or licensing of that contenthas become unlawful or potentially subject to a legal challenge or government regulation; or
  • Is no longer permissible due to revocation or expiration of consent, a model or property release, or any individual’s withdrawal of permission.
  • Upon written notice by Owner, where Owner is unable to withdraw or restrict the use of Data through its account, Flikforge shall promptly remove the identified content from any under its control and/or disable its availability for new use or licensing.
  • Where Owner has completed transactions with Licensors, Owner shall alsoand inform Licensors they are required to cease use and, where feasible, delete or disable further access to the Licensed Content. Licensors may retain and use the content to the minimum extent necessary for integrity of trained AI models or to comply with legal obligations.

Termination and Suspension

  • Owner or Licensor may terminate its account by deleting it at any time.
  • Flikforge may suspend or terminate access for material breaches of these Terms, provided the Owner has been given written notice and a reasonable opportunity (not less than 10 business days) to cure the breach, unless immediate suspension is necessary to prevent harm or comply with law.
  • Either party may terminate this Agreement for convenience by providing thirty (30) day’s prior written notice to the other party.

Limitation of Liability

  • The Platform is provided "as is" without any warranties, express or implied.
  • To the fullest extent permitted by law, Flikforge shall not be liable for any indirect, incidental, or consequential damages arising out of or related to your use of the Platform, except to the extent such damages result from Flikforge’s material breach of its express warranties and covenants under this Agreement, including Section 5.3.

Governing Law

  • These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

Modifications

  • Flikforge may revise these Terms at any time. Material changes, including but not limited to those affecting commercial terms, ownership rights, or licensing obligations, will be communicated via email or in-Platform notice at least thirty (30) days prior to taking effect. If the Owner does not agree to the revised Terms, the Owner may opt out by providing written notice to Flikforge before the effective date of the changes, in which case the Agreement shall terminate on the effective date without penalty. Continued use of the Platform after the effective date shall constitute acceptance of the revised Terms

Entire Agreement and Superseding Terms

  • These Terms of Service plus any signed Side Letters, as amended and agreed between the parties, constitute the entire agreement governing the relationship between the Flikforge and the applicable Owner or Licensor.ETo the extent there is any conflict between these negotiated Terms and any standard terms presented via the Flikforge website, account creation process, or other in-Platform agreements (including click-through or online acceptance), theseTerms shall prevail and supersede all such other terms.Any future amendments to Flikforge’s general website or platform terms shall not apply to the Owner unless explicitly agreed to in writing by both parties.

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