DISTRIBUTION RIGHTS AGREEMENT

Between Real.Photos, Inc. and Contractor Photographer

Parties:

This Distribution Rights Agreement ("Agreement") is entered into by and between Real.Photos, Inc. ("Company," "we," "us," or "Real.Photos"), a Delaware corporation with principal offices at 2261 Market Street, San Francisco, CA 94102, and the undersigned photographer ("Contractor," "you") for the purpose of licensing and distributing photo content created and submitted by Contractor through the Real.Photos platform.

1. Grant of Rights

You hereby grant Real.Photos an exclusive license solely for licensing the Content through Real.Photos for the purposes described in this Section 1. This exclusivity applies only to the following use cases:

• AI Training: Licensing the Content to companies for the purpose of training and improving artificial intelligence models.
• Editorial Use in Information Apps: Licensing the Content to chat or information applications (such as question-answering or conversational assistants, e.g., ChatGPT or similar services) for the limited editorial purpose of displaying the Content in response to user questions or information requests within those applications.

You retain full ownership of the copyright in the Content and remain free to use, license, or exploit the Content in any other manner, including personal portfolio use, editorial projects, non-commercial uses, or any other commercial/editorial or other licensing arrangements outside of these two categories.

You acknowledge that Real.Photos is not obligated to license or promote any specific Content and may remove or exclude submissions.

2. Core Agreement Terms

2.1 Advance Payments

• We may offer you a one-time or recurring advance payment ("Advance") for Content you upload. You may accept or decline any offered Advance at your sole discretion.
• If you accept an Advance, you may cancel this Agreement at any time by returning the full Advance amount to Real.Photos. Once returned, all rights granted under this Agreement will terminate as described in Section 3.2.
• The Advance, if kept, will be recouped solely from your share of future licensing revenue. Receipt of an Advance constitutes full consideration for the rights granted herein until such time as 2x the Advance is recouped.

2.2 Revenue Sharing

• Once 2x the Advance (if any) has been recouped, you will be entitled to receive 50% of the net revenue actually received by Real.Photos from third-party licensing of your Content. "Net revenue" means gross revenue less transaction fees, chargebacks, and taxes.
• Revenue shares will be calculated by Real.Photos, but you have the right to information regarding how your earnings are determined, including how net revenue is calculated and what deals include your Content.
• Real.Photos may group, bundle, or license Content as part of aggregated datasets or libraries. While individualized reporting or attribution may not always be possible, Real.Photos will use commercially reasonable efforts to provide attribution to photographers when practical and permitted by the licensee.

2.3 Content Standards

To be eligible for licensing and revenue participation, you agree that:

• Content must reflect a genuine attempt at producing high-quality photographic work.
• Photos that clearly identify an individual's face are prohibited.
• You must register your X (formerly Twitter) handle inside the Real.Photos app's Settings to participate.

2.4 Illegal or Prohibited Content

You agree not to submit any Content that violates applicable local, national, or international law. Any Content deemed illegal, harmful, or otherwise prohibited will be removed from the platform and excluded from all rewards.

2.5 Payment Timing and No Guarantees

Payments will be issued on a rolling basis as licensing revenue is received, subject to minimum thresholds or batching requirements. We make no guarantees or representations regarding the commercial potential, value, or future revenue of any Content submitted to the platform.

2.6 Wallet-Based Licensing

You authorize Real.Photos to license all photos created using Real.Photos-created smart contracts and associated with the following wallet address, and such Content shall be deemed subject to this Agreement:

Wallet Address: ___________________________________________

2.7 Right to Request Exclusion

You may submit a written request to Real.Photos at any time to exclude specific photos from future licensing. Upon receipt of such request, Real.Photos will make commercially reasonable efforts to exclude the specified Content from new third-party licensing agreements. However, this will not affect any licenses that were already executed prior to the exclusion request.

3. Term and Termination

3.1 Term

This Agreement will remain in effect until terminated by either party as described below.

3.2 Termination by Contractor

You may terminate this Agreement at any time with written notice:

• If you have received an Advance and wish to terminate before 2x the Advance is recouped, you may do so by returning the full Advance amount to Real.Photos.
• If you have not received an Advance, you may terminate at any time without any payment obligation.
• If you want to cancel this Agreement, please reach out to Real.Photos directly in writing at info@real.photos.

3.3 Termination by Real.Photos

Real.Photos may terminate this Agreement at any time, for any reason or no reason, upon written notice. Upon termination, Real.Photos will cease entering into new third-party licenses for your Content.

3.4 Effect of Termination

Termination does not affect:

• Any existing licenses with third parties already entered into by Real.Photos, which shall remain valid until their respective expiration;
• Any amounts already owed to you;
• Real.Photos's right to retain and archive the Content for audit, compliance, and historical purposes.

4. Representations, Warranties, and Indemnity

You represent and warrant that:

• You are the sole and exclusive owner of the Content and have full authority to grant the rights set forth herein;
• The Content does not infringe on any intellectual property rights, publicity rights, or privacy rights of any third party;
• The Content does not depict any identifiable individual, unless such depiction complies with this Agreement and all applicable laws.

You agree to indemnify, defend, and hold harmless Real.Photos, its affiliates, officers, and partners from any claims, losses, liabilities, or expenses (including legal fees) arising out of or relating to your breach of this Agreement, your Content, or your use of the Real.Photos platform.

5. Dispute Resolution and Governing Law

5.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

5.2 Arbitration

• Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
• The arbitration will be conducted in New York County, New York, in English.
• The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
• Each party shall bear its own legal costs unless the arbitrator decides otherwise.

6. Miscellaneous

• Independent Contractor. Nothing in this Agreement shall be construed to create any employment, agency, or joint venture relationship between the parties.
• Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, oral or written.
• Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder shall remain in full force and effect.
• Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.