Master SaaS Services Agreement

“Services” means the Corny Studio hosted dashboard, application programming interfaces (“API”), related generation workflows, hosting, documentation and support purchased under an Order Form. “Customer Input” means prompts, uploaded assets, specifications, reference material and Customer-provided character descriptions. “Output” means generated images, videos, characters, metadata or other content delivered through the Services. “Provider Technology” means the Services, software, source code, weights/models to the extent controlled by Provider, workflows, templates, user interfaces, APIs, documentation, improvements and Provider-owned assets. “Authorized Users” means personnel and contractors authorized by Customer. “Policies” means the incorporated AI Content Terms and Acceptable Use Policy. “Order Form” means an accepted purchase document specifying fees, credits, usage and subscription details.

Services are provided solely to verified businesses for lawful commercial use, not to consumers. Customer represents that it is validly formed, has authority to contract and will supply accurate verification, ownership and contact information. Provider grants Customer during the Subscription Term a limited, worldwide, non-exclusive, non-transferable (except as expressly allowed herein), non-sublicensable right to access and use the Services via dashboard and API for its internal business operations and generation of Outputs for its own or its customers’ lawful commercial products. Authorized Users and Customer’s downstream personnel may access solely on Customer’s behalf under Customer’s responsibility.

This Agreement is non-exclusive. Provider may develop, market, sell and provide substantially similar or competing technologies and services to any other customer, including operators of competing AI-content, creator, entertainment or adult-content platforms. Customer may develop or operate products competing with any Provider customer or affiliated product, including any product operated by the Provider or its affiliates. Neither Party shall obtain rights in another customer’s confidential information, Customer Inputs or exclusive Outputs merely by reason of competitive activity. No preferential access, exclusivity or territorial restriction is granted unless expressly signed in an Order Form.

Customer shall safeguard login credentials and API keys, use least-privilege access, promptly revoke compromised credentials, comply with API rate limits and documentation, and prevent unauthorized access. Customer is responsible for all activity under its accounts except to the extent caused by Provider’s breach. No resale of raw API access, credential sharing with unrelated third parties, reverse engineering, security probing, circumvention of safeguards or automated abuse without Provider’s prior written authorization. Customer may incorporate generated Outputs into its own products and monetize them subject to this Agreement.

Customer shall comply with the AI Content Generation & Licensing Terms, Acceptable Use & Adult Content Policy and all applicable laws in each jurisdiction in which it generates, markets, distributes or monetizes Outputs. The Services are intended for lawful content featuring clearly adult fictional persons only. Customer shall not use the Services to generate unlawful sexual material, child sexual abuse material, sexualized depictions of minors or persons reasonably appearing to be minors, or non-consensual intimate depictions of identifiable people. Customer is responsible for any legally required age-assurance, notices, rights clearances, distribution licenses and downstream moderation related to its platform. Provider shall maintain its own legally required safeguards and provider-side compliance measures.

Provider and its licensors retain all rights in Provider Technology. Customer retains all rights it lawfully holds in Customer Input. Rights in Outputs and their commercial exploitation are governed by the incorporated AI Content Generation & Licensing Terms; Provider grants the broad perpetual commercial Output license described therein, subject to third-party rights, underlying Provider Technology and lawful-use restrictions. Nothing guarantees that an AI-generated Output independently qualifies for copyright protection, exclusivity or registration. Similar Outputs may be produced for different customers without intentional reuse of Customer’s confidential materials.

Provider shall not use Customer Input, Customer-specific characters, Outputs, prompts, reference files or associated content as training, fine-tuning, reinforcement-learning, model evaluation datasets for general model improvement, or development datasets for models offered to other customers. Provider shall not authorize any subprocessor or AI model vendor to do so. Inference processing necessary to deliver the Services, narrowly scoped safety screening, security logging, billing and service troubleshooting are permitted only to the extent necessary and documented, and shall not be repurposed for training. Any exception requires a separate written amendment identifying data, purpose and permitted recipients; no broad opt-in is implied.

Customer shall pay fees and purchase generation credits as set out in each Order Form. Credits are usage units, are not money, deposits, transferable value or redeemable for cash. Applicable unit consumption, expiration, refund or re-credit logic shall be explicitly set out in the Order Form or published schedule accepted at purchase. Provider may not retroactively change paid credits’ unit pricing or expiration without express agreement. Uncontested invoices are due [30] days after receipt, unless prepaid. Fees exclude applicable VAT, sales or withholding taxes; each Party handles taxes assigned by law. Disputed fees must be notified in good faith within [15] days; Customer shall pay undisputed amounts.

Provider shall use commercially reasonable efforts to make the Services available in accordance with an executed SLA, if any. Provider may modify models, capabilities, safety systems and interfaces, including to comply with laws or third-party infrastructure restrictions. Provider shall provide reasonable prior notice of material changes that adversely affect purchased functionality when feasible; emergency changes may be immediate. Generative results are probabilistic and no particular aesthetic, resolution, output accuracy or production time is guaranteed except under an Order Form. Third-party model or hosting outages do not excuse Provider from obligations it expressly assumes under an SLA.

“Confidential Information” includes non-public commercial, technical and security information, pricing, API keys, Customer Input and customer-specific Outputs, but excludes information demonstrably public without breach, already lawfully known, independently developed without access, or lawfully obtained without duty. Each Party shall use the other’s Confidential Information solely to perform this Agreement and protect it using at least reasonable care. Disclosure is limited to need-to-know personnel and bound service providers; compelled disclosure is permitted where legally required, with advance notice when lawful. These duties survive for five years after termination, and trade secrets, personal data, API credentials and unpublished intimate material remain protected for as long as legally appropriate or confidential.

The Parties shall comply with applicable data protection laws. Where Provider processes personal data on Customer’s behalf, the Data Processing Addendum shall apply. Provider shall implement appropriate technical and organizational measures including access restrictions, encryption in transit, reasonable protection at rest, logging, incident response and vendor controls. Customer must not upload real-person intimate imagery, biometric reference material or other sensitive data without a documented legal basis, necessary consents, an agreed processing purpose and confirmation that the relevant workflow is permitted under the Policies.

Each Party warrants authority to sign and perform. Provider warrants it will provide Services with reasonable skill and care and maintain the required rights to grant the contractual access and Output license to the extent those rights are within Provider’s control. Customer warrants that its Inputs and instructions are lawful and appropriately licensed, all depicted individuals are adults and have granted required permissions where applicable, and Customer will comply with the Policies. Except as expressly stated, Services and Outputs are provided “as is” to the maximum extent permitted by law and Provider disclaims implied warranties of merchantability, fitness, uniqueness and non-infringement arising solely from generative similarity.

Provider shall defend Customer from third-party claims alleging unmodified Provider Technology, used as authorized, infringes intellectual property rights, and pay finally awarded damages or agreed settlements, subject to prompt notice, defense control and cooperation; Provider may modify, replace or terminate the affected feature with pro-rata refund of prepaid unused fees. This excludes claims arising from Customer Input, prohibited content, modifications or combinations not authorized by Provider. Customer shall defend Provider against third-party claims arising from Customer Input, Customer’s downstream publishing or distribution, rights or consent failures, and violations of the Acceptable Use Policy, except to the extent caused by Provider’s breach or unlawful conduct. Neither Party controls settlements imposing admissions or nonmonetary obligations on the other without consent.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [AMOUNT OR 12 MONTHS’ FEES PAID/PAYABLE] IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. EXCLUDED CLAIMS: fraud, willful misconduct, liabilities that law forbids limiting, and payment of properly due fees. [COUNSEL TO DECIDE WHETHER CONFIDENTIALITY BREACH, DATA PROTECTION CLAIMS, IP INDEMNITIES AND THE NO-TRAINING COVENANT RECEIVE A SEPARATE HIGHER CAP OR REMAIN UNCAPPED.] Neither Party is liable for indirect, consequential, special or punitive damages or lost profits, except where such exclusion is prohibited by law or specifically overridden by a negotiated indemnity. Liability exclusions shall not exclude a remedy required by mandatory law.

This Agreement begins on the Effective Date and remains in effect while an Order Form is active. Each Order Form has the initial term and renewal mechanism it expressly states; no automatic renewal shall apply unless specified. Either Party may terminate for material breach not cured within [15/30] days after written notice, or immediately for an incurable breach or insolvency where legally permitted. Provider may immediately block unlawful generation or suspend narrowly necessary access to address serious security risks, illegal content, credible rights violations or regulator orders; where practicable Provider shall give reasons and an opportunity to challenge. On termination, dashboard/API access ends; the perpetual license to existing lawful Outputs survives, as do confidentiality, accrued payment, no-training, deletion, IP, liability, governing-law and other clauses intended to survive.

Customer may export available Outputs and Customer Input during the term and for [30] days following ordinary termination, unless urgent legal/safety restrictions prevent access. After that period Provider shall delete or de-identify Customer content according to the DPA and stated retention schedule, except legal holds, security evidence and routine backups, which will be isolated and expired on schedule. Termination or expiration shall not revoke an otherwise valid perpetual Output license or require deletion of lawfully created Outputs already exported by Customer.

The Parties are independent contractors. Neither Party may publicly identify the other as a customer or partner, or use its trade marks, without prior written consent. Assignment to an affiliate or in connection with a business sale may occur with notice if the assignee assumes the obligations and no material security deterioration results; otherwise consent is required, not unreasonably withheld. Notices must be sent to [email protected]. Force majeure, severability, waiver, order of precedence and counterpart/electronic signature provisions apply. Order of precedence: signed Order Form for commercial details; DPA for personal data matters; AI Content Terms for Output rights; this MSA; AUP; SLA, unless a signed document expressly overrides a specified clause. Governing law: Estonia. Exclusive courts: the courts of Estonia. No mandatory consumer protections are displaced because these terms apply only B2B.

PROVIDER: Imperfect Lab OÜ By: __________________ Name/Title: __________________ Date: __________

CUSTOMER: [LEGAL ENTITY] By: __________________ Name/Title: __________________ Date: __________