1. Parties

This Agreement ("Agreement") is entered into by and between Real.Photos, Inc. ("Licensor") and the AI company or research organization accessing or using the licensed content ("Licensee").

2. Licensed Content

The "Content" includes:

• Photos and videos captured or verified via the Real.Photos platform;
• Associated metadata such as timestamps, device information, and authenticity proofs;
• Any derivative datasets specifically shared or distributed by Real.Photos for AI training or evaluation.

Each file may contain embedded license identifiers for traceability and audit.

3. License Grant

Licensor grants Licensee a non-exclusive, worldwide license for the following rights:

a. Training Rights

Licensee may use the Content to train, fine-tune, or validate machine learning and AI models.

b. Output Rights

Licensee may generate derivative outputs (such as images, embeddings, or textual results) derived from the Content, provided:

• The original photo or video files are not reproduced, redistributed, or made publicly accessible; and
• All usage complies with applicable law and the terms of this Agreement.

c. Internal Use Only

Licensee may not resell, sublicense, or redistribute the raw Content to any third party unless granted separate written approval by Real.Photos.

4. Ownership

All intellectual property rights remain with:

• The original photographer (creator of the photo), and
• Real.Photos, Inc., as the authorized distributor and platform operator.

Licensee receives no ownership or copyright transfer, only the limited usage rights granted herein.

5. Photographer Citation Preferences

Each photo or video includes the photographer's preferred citation setting, defined as one of the following:

• Requires Citation – Any output or dataset derived from this content must credit the photographer.
• Requires No Citation – Any output derived from this content must not identify or credit the photographer.
• No Preference – Citation is optional.

Licensee agrees to respect and maintain the indicated citation setting in all derivative uses and outputs.

6. Metadata and Verification

a. Standard Metadata

All Content includes standard EXIF data such as timestamp, device type, and image dimensions. These photos are uploaded to Real.Photos, analyzed for authenticity, and photographers are manually vetted before joining this program.

However, Real.Photos cannot certify the complete accuracy of all metadata or the full audit trail for every photo.

b. Verified In-App Photos

Photos captured directly in the Real.Photos app include additional verified data:

• Country, region, city, and GPS coordinates;
• Verified timestamp and device information;
• A verification layer confirming the integrity of all metadata fields.

This verification layer strengthens authenticity but does not guarantee absolute infallibility.

7. Restrictions

Licensee may not:

• Use Content for illegal, defamatory, or deceptive purposes;
• Remove, modify, falsify, or obscure authenticity signatures or metadata;
• Train or deploy models that impersonate or replicate real identifiable individuals;
• Market or describe model outputs as "authentic photographs" or "real-world captures" without clear disclosure.

8. Attribution

When referencing datasets, models, or outputs derived from Real.Photos Content, Licensee should include the following statement where feasible:

"Photo authenticity data provided under license from Real.Photos, Inc."

9. Payment and Reporting

If this license is provided on a paid basis:

• Fees are due monthly in advance, unless otherwise specified in your invoice;
• Licensee must provide reasonable usage or model lineage reports upon request to verify compliance.

10. Term and Termination

This Agreement remains in effect for one (1) year from the Effective Date and automatically renews for successive one-year terms unless either party provides at least 30 days' written notice before renewal.

Either party may terminate this Agreement immediately for a material breach.

Upon termination, Licensee must delete or disable access to all raw Content within 30 days. Trained model weights may remain in use, provided no new copies of the raw Content are used or distributed.

11. Representations and Warranties

Real.Photos warrants that:

• It has the right to license the Content and related metadata;
• It obtains creator certifications confirming originality and non–AI generation.

Licensee warrants that:

• It will use the Content responsibly, legally, and in compliance with this Agreement;
• It will not claim ownership of the Content or distribute it in raw form.

12. Hold Harmless and Indemnification

Licensee agrees to hold harmless and indemnify Real.Photos, Inc. and its photographers from any claims, damages, or losses arising from use of the Content that does not conform to this Agreement.

Each party further agrees to indemnify the other for damages caused by its own material breach, misconduct, or unlawful actions.

13. Limitation of Liability

Real.Photos' total liability under this Agreement shall not exceed the total amount paid by Licensee during the twelve (12) months preceding the event giving rise to such liability.

14. Compliance and Audit

Real.Photos may, with reasonable notice, request confirmation or evidence that the Content is being used in accordance with this Agreement. This may include usage summaries, model training documentation, or dataset lineage reports.

15. Governing Law

This Agreement is governed by and construed under the laws of the State of California, USA, without regard to its conflict of laws principles.

16. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior proposals, discussions, or representations concerning the licensed Content.