AI Company Licensing Agreement

Version 1.2 – 29 May 2025

By interfacing with any endpoint, API, MCS server, or technical asset operated by copyright.sh, an artificial intelligence developer or provider ("AI Company") consents to be bound by this Agreement in full, in addition to the Platform Terms and Conditions ("T&C"). In the event of interpretative divergence, this Agreement shall control with respect to the obligations of AI Companies.

1  Definitions

2  Licence Scope and Structure

Contingent upon full procedural and financial compliance, a Creator confers upon an AI Company a non-exclusive, non-transferable, and territorially unbounded licence to process, derive, and utilize their Content in accordance with the constraints set forth in the relevant Meta-Tag Licence Notice. copyright.sh operates solely as a neutral intermediary facilitating metered access, reporting, and remittance.

3  Reporting and Remuneration Framework

  1. Temporal Reporting Obligation – The AI Company shall transmit to the /usage endpoint a structured, HMAC-authenticated JSON payload detailing Usage Events within twenty-four (24) hours of occurrence or on-demand during active ingestion workflows.
  2. Monetary Settlement – Usage Fees shall be assessed on a rolling basis and deducted via stored payment instrument unless alternate arrangements have been mutually formalized.
  3. Binding Economic Engagement – Interaction with any component of the Platform or Creator Content constitutes immediate and irrevocable acceptance of the applicable licence and triggers the corresponding fee obligation.
  4. Dispute Mechanism – Any objection to a specific charge or calculation must be submitted in writing within thirty (30) days of invoice issuance. All non-contested fees are enforceable.
  5. Default Consequences – Omission, delay, or falsification in reporting shall be construed as:
    1. Material breach and forfeiture of all active licences;
    2. Consent to a rebuttable presumption of maximum-volume usage for billing;
    3. Justification for immediate API key revocation;
    4. Grounds for retroactive copyright liability.

4  Technical Safeguards and Conduct Requirements

The AI Company is obligated to:

  1. Authenticate all Content via HMAC prior to tokenization or derivative processing;
  2. Abide by any 403/451 HTTP status codes or API-delivered revocation signals;
  3. Maintain internal audit logs commensurate with transaction complexity;
  4. Refrain from content retrieval mechanisms outside the licensed channels, such as scraping or shadow replication, all of which are deemed unauthorized (see Section 6).

5  Attribution Policy (Non-Mandatory)

Where technically convenient and legally neutral, AI Companies are encouraged to annotate derivative datasets or system documentation with Creator metadata (e.g., name or Content ID).

6  Prohibition on Unauthorized Access and Legal Consequences

Any ingestion or processing of Creator Content absent a valid licence—whether via API circumvention, manual download, or scraping—shall constitute unauthorized access and expose the AI Company to:

  1. Direct liability under 17 U.S.C. § 501 (Copyright Infringement);
  2. Civil or criminal exposure under 18 U.S.C. § 1030 (Computer Fraud and Abuse Act);
  3. Imposition of statutory damages based on presumptive maximum usage;
  4. Reimbursement of Creator and platform legal expenses under 17 U.S.C. § 505.

Any willful circumvention of licensing infrastructure shall elevate the infringement to a deliberate violation under 17 U.S.C. § 504(c)(2), meriting statutory damages of up to $150 000 per work.

7  Confidential Information Handling

Each party undertakes to preserve in strict confidence the proprietary, sensitive, or non-public information of the other party using care consistent with industry best practices for a minimum duration of three (3) years following contract termination.

8  Representations and Warranty Limitations

AI Company affirms its content usage will not infringe third-party rights or contravene applicable statutory regimes. THE PLATFORM AND ALL FACILITATED CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

9  Indemnity Commitments

The AI Company agrees to indemnify, defend, and hold harmless copyright.sh and affected Creators from any claims, damages, or liabilities arising out of (i) breach of this Agreement; or (ii) unlawful exploitation or misappropriation of Content.

10  Allocation of Liability

10.1  Liability of the Company

To the maximum extent permitted by law, the aggregate liability of copyright.sh under this Agreement shall not exceed the lesser of (a) the Usage Fees retained by the Company (i.e., platform fee) during the preceding twelve (12) months or (b) $5 000.

10.2  Liability of the AI Company

The AI Company's liability for (i) unpaid Usage Fees, (ii) unauthorized access, (iii) intellectual-property infringement, (iv) breach of confidentiality, or (v) violation of any applicable law is uncapped. The parties expressly waive any statutory or common-law limitations that would otherwise restrict recovery for such violations.

10.3  Exclusion of Consequential Damages

Except for the AI Company's uncapped liabilities enumerated in 10.2, neither party shall be liable for incidental or consequential damages, including lost profits, arising from this Agreement; provided that this exclusion shall not apply to statutory damages available under 17 U.S.C. § 504.

11  Enforcement and Termination Triggers

In the event of non-compliance, the Company reserves the right to suspend or disable access without notice. Either party may terminate this Agreement with 30 days' written notice. Sections 3 through 10 shall survive termination.

12  Jurisdiction, Venue, and International Enforcement

This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, U.S.A., excluding its conflict-of-law rules.

12.1  Dual-Forum Election

The Company may, at its sole election, commence proceedings (i) in the state or federal courts situated in Wilmington, Delaware or (ii) in any court of competent jurisdiction located in the country or political subdivision where the AI Company is incorporated, has its principal place of business, or maintains assets. AI Company irrevocably submits to, and waives any objection to, personal jurisdiction and venue in each such forum.

12.2  Recognition and Enforcement of Judgments

AI Company agrees not to contest the recognition or enforcement of any final judgment or order obtained by the Company in a forum listed above and shall cooperate in the domestication of such judgment in any jurisdiction where it holds assets or conducts substantial operations.

12.3  Provisional and Conservatory Measures

Nothing in this Agreement restricts the Company from seeking interim or conservatory relief—including injunctions, asset freezes, or pre-judgment attachment—in any jurisdiction where such measures are available to protect contractual or intellectual-property rights.

12.4  Service of Process

AI Company consents to service of process by (a) email to the address on file, (b) certified mail, return-receipt requested, or (c) any method permitted under the Hague Service Convention or other applicable treaty or local law.

Continued interaction with the Platform constitutes affirmative acceptance of these terms by an authorised representative of the AI Company.