Exclusive Commercial Rights Agreement

Subject to this Agreement, the Exclusive Licensee may:

• use the Licensed Asset for lawful commercial, promotional, brand, publishing, and campaign purposes;
• adapt, localize, edit, and develop derivative creative materials based on the delivered Asset Package;
• use the Asset Package across the Licensee's brands, controlled affiliates, and internal business units;
• use the Asset Package in internal AI workflows, including internal training, internal fine-tuning, internal testing, and internal creative development;
• engage employees, agencies, contractors, and service providers to work with the Licensed Asset solely for the Exclusive Licensee's benefit;
• commission custom work or later transaction upgrades from the Creator or through the platform under separate written terms.

The Exclusive Licensee may not, without a separate written agreement expressly permitting it:

• assign, sublicense, relicense, resell, or otherwise transfer the Licensed Asset or the exclusivity grant;
• operate the Licensed Asset as a public marketplace listing, stock asset, or relicensing catalog item;
• claim ownership or authorship of rights that are not expressly assigned under a different agreement;
• file any registration or recordation that misstates the chain of title, authorship, or ownership;
• use the Licensed Asset in unlawful, deceptive, infringing, or otherwise prohibited categories of use;
• continue exploiting the Licensed Asset after termination of this Agreement.

Except for the exclusive commercial rights granted under this Agreement, the Creator retains any title or ownership interest not separately assigned under another written agreement.

After the effective date, the Creator may not commercially license, sell, or otherwise commercially exploit the same Licensed Asset except as permitted by this Agreement, by disclosed pre-existing licenses, or by a later written agreement with the Exclusive Licensee.

AI-People retains limited rights for transaction records, moderation, compliance, fraud prevention, dispute handling, audit archives, and non-promotional historical references that do not imply active public availability of the Licensed Asset.

Once this Exclusive License becomes effective, the Licensed Asset is intended to be removed from future public sale under standard marketplace licensing flows.

This Agreement does not authorize continued downstream marketplace relicensing through the platform. If the buyer later wants platform distribution, sublicensing, or downstream licensing control, that must be handled through a separate written arrangement or an Ownership / Assignment transaction.

AI-People may issue a License Certificate summarizing the Exclusive License transaction, including the identity of the buyer, the Licensed Asset, the effective date, and any disclosed pre-existing license tail.

The certificate is evidence of issuance only. The governing agreement, order record, and any supplemental schedules or disclosures control if there is any inconsistency.

This Agreement expires at the end of its fixed term unless terminated earlier for material breach, fraud, payment failure, or other grounds expressly permitted by the governing documents or applicable law.

Upon termination, the Exclusive Licensee loses the exclusivity grant, and AI-People may determine whether the Licensed Asset returns to another licensing status, subject to any surviving rights and applicable law. Except where required by law, termination does not create an automatic refund right.

The Licensed Asset and Asset Package are provided "as is" and "as available" to the maximum extent permitted by law.

Neither AI-People nor the Creator guarantees commercial performance, fitness for a particular purpose, legal registrability, uninterrupted availability, or non-infringement beyond the representations expressly made in the governing documents.

To the maximum extent permitted by law, AI-People and the Creator are not liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or related to this Agreement or use of the Licensed Asset.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules.

This Agreement must be read together with the Terms of Service, the Licensing Policy, the order record, the License Certificate, and any supplemental schedules or disclosures. Any dispute arising out of this Agreement shall be resolved exclusively in the state or federal courts located in Delaware, unless applicable law requires otherwise.