Last updated: September 3, 2024

This Agreement is entered into by and between Troveo AI, Inc. ('Troveo') and the individual or entity accepting these terms ('Licensor'). Acceptance is defined as clicking on an "accept" button, clicking an "accept" checkbox, creating an account, or otherwise confirming or approving terms. By accepting this Agreement, the Licensor acknowledges that they have read, understood, and agree to these terms and Privacy Policy as posted and accessible at www.Troveo.ai. A copy of these terms and Privacy Policy are also available upon request.

Non-Exclusive Agreement

This Agreement is non-exclusive, allowing the Licensor to continue using their Content for other purposes or with other partners without restrictions.

Ownership of Content

The Licensor retains full ownership rights to the Content. This Agreement does not transfer or assign any ownership rights to Troveo.

Term

This Agreement is effective upon acceptance and continues until either party provides written notice to terminate. Either party may terminate the Agreement by providing 7 days written notice to the other party. Termination does not affect rights that have already been granted to third parties under any previous agreement.

Content

For the purposes of this Agreement, "Content" refers to any media, including but not limited to videos, films, recordings, images, and related materials, that the Licensor has posted online or made available online. This includes any raw footage, edited content, or any other audiovisual media shared by the Licensor on platforms such as YouTube or other online sites.

Licensing Opportunities

Troveo has the right to market the Licensor's Content to third-party companies for AI training-related purposes, including the use of any materials necessary to showcase the value and potential of the Content in various promotional contexts. The Right to Market does not give Troveo any ownership rights to the Content.

Licensing Offers

If a third-party company expresses interest in the Licensor’s Content, Troveo will present an offer to the Licensor. Rejection of an offer does not terminate this Agreement, and previously licensed Content will not be affected. Any licensing offers presented will come with detailed terms, which will require the Licensor’s acceptance before proceeding.

Warranties & Representations

Each party represents and warrants that it has the full authority to enter into and fulfill the terms of this Agreement, and that this Agreement is valid, binding, and enforceable. The Licensor further represents that: (a) the Content does not infringe any third-party rights, including intellectual property rights, and is free of any liens, encumbrances, or share-alike licenses; (b) the Licensor owns the Content or has secured all necessary rights to grant the licenses in this Agreement without needing third-party consent or payment; (c) the Content is not misleading, defamatory, obscene, harassing, or illegal; (d) this Agreement does not conflict with any other agreements of the Licensor; and (e) the Content is not subject to any open-source or free licenses that would impose obligations on Troveo or third-party licensees.

Indemnification

The Licensor agrees to indemnify, defend, and hold harmless Troveo, its affiliates, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) breach of any warranties or representations in this Agreement; (b) infringement of third-party rights related to the Content; or (c) violations of law arising from the Content. Troveo may assume the defense of any matter subject to indemnification, and the Licensor agrees to cooperate in such defense.