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Trainspot, Inc. Content Provider Agreement

Effective October 11, 2024

This Agreement provides the terms on which a content owner (“you”) provides Content (as defined below) to Trainspot, Inc. (“Trainspot”) on a non-exclusive basis for use in connection with the Trainspot platform at www.trainspot.ai (the “Trainspot Site”). Content owners enter into this Agreement with the expectation that Trainspot will then make their Content available for licensing to Artificial Intelligence developers who may use it to train, build, and support Large Language Models and other AI technologies. “Payment Terms” as referenced in this Agreement refers to the payment terms the Content owner selects in connection with the relevant Content.

If you have any questions regarding the above, please contact us at [email protected].

  1. Your Acknowledgment of Agreement with Trainspot

    1. By clicking to accept this agreement within the Trainspot Site, this becomes a binding legal agreement between you and Trainspot regarding any Content that any time you either (i) upload to the Trainspot Site or (ii) register content on the Trainspot Site and to appoint Trainspot as your non-exclusive agent to license, sublicense, and distribute Content on the terms and conditions set forth herein.

    2. You acknowledge that you have read this Agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it, whether or not you did so.

    3. This Agreement constitutes the entire understanding between you and Trainspot and supersedes any prior agreement, oral or written, and any other communication between you and Trainspot relating to the subject of this Agreement.

    4. This Agreement remains in full force and effect until terminated in accordance with its terms.

  2. Definitions of “Content” and “AI Use”

    “Content” means any work of authorship or portion thereof in a fixed electronic form. Content can include, by way of example, text, images, videos, software code, websites, datasets, or collections or amalgams of one or more of the preceding, provided that it may be used to train, adjust, support, or otherwise be incorporated or used in connection with the development or functionality (for any purpose now in existence or that may in the future be introduced) of artificial intelligence (AI) software, products, or services (“AI Use”). “AI Use” may include, without limitation, model training, software adjustments, fine tuning, or for use as grounding data in conjunction with techniques such as RAG (retrieval-augmented generation). For the avoidance of doubt, Trainspot and its licensees do not provide any assurances to you that any or all AI Use will include attribution.

  3. Your Grant of Authority to Trainspot

    1. You hereby appoint Trainspot as a non-exclusive, worldwide distributor to license (and/or sublicense) your Content to third parties and to collect and remit to you funds, if any, in connection with these endeavors pursuant to the terms set forth in this Agreement and the Payment Terms. For all such Content, you grant Trainspot:

      1. The right to market, license, and sublicense to others worldwide through the Trainspot Site the right to make AI Use of your Content, pursuant to the Payment Terms. You acknowledge that such AI Use may implicate and include the right to copy, use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, broadcast, stream, crop, modify, alter, create derivative works of, package, repackage, and publicly perform or display such Content in connection with the development and use of AI technology, products, and services.

      2. The right to grant perpetual, worldwide licenses or sublicenses to end-users, pursuant to the Payment Terms. Trainspot will determine the terms and conditions of all licenses of Content granted by Trainspot.

      3. The right to publish, reproduce, modify, display, make derivative works, or otherwise use Content for Trainspot’s own administrative purposes relating to operating and promoting the Trainspot Site and the Content therein, including without limitation the use of Content and your registered and unregistered trademarks for reasonable marketing, sales, and promotional efforts, whether on the Trainspot Site, within its advertising or promotional materials outside of the Trainspot Site, or through third parties. No compensation shall be due to you for such use.

    2. Except as provided in this Agreement, all rights under copyright in the Content are retained by you and no title or right is transferred or granted to Trainspot or any third party.

    3. Trainspot and its registered users may, in its sole discretion, include some or all of the Content in one or more current or future content collections (“Collections”) made available for licensing or distribution by Trainspot, including without limitation Collections comprising Content owned by others. When you elect to include or upload your Content to the Trainspot Site, you may have the opportunity to classify or describe your Content in one or more ways, such as placing it within one or more listing types and/or topics, adding it to one or more Collections, or providing textual descriptive information (collectively, “Classification Information”). Trainspot, in its sole discretion, may determine whether, how, and to what extent Content submitted by you is suitable for inclusion on the Trainspot Site and may edit, delete, or create the Classification Information.

  4. Your Acknowledgements and Waivers Concerning AI Use and the Trainspot Site

    1. You acknowledge that Trainspot does not allow any Content on the Trainspot Site that infringes a patent, trademark, copyright, trade secret, right of privacy, right of publicity, or any other applicable law or proprietary right and relies on each Content owners to ensure that its Content is in compliance with this restriction.

    2. You acknowledge and waive any right to object to the fact that it is common business practice for AI Use (i) that the creator, author, or owner of Content is not credited, (ii) that Content may be modified by the sublicensee or used by the sublicensee only in part, and (iii) that Content may be used in connection with sensitive or objectionable topics and may be used or modified in ways that compromise the Content or alter the form in a manner outside the control of the licensor or otherwise controversial.

    3. You acknowledge Trainspot is not responsible for the content, quality, or consequences of your listing or uploading such Content. Trainspot reserves the right to delete, move, refuse to accept, or edit any Content and Classification Information in its discretion, and, if Trainspot did so because it deemed in its sole discretion that the Content or Classification Information violated this Agreement, the rights of others, or Trainspot’s policies, you hereby agree to forfeit any fees payable resulting from such Content to Trainspot.

    4. You acknowledge that Trainspot’s licensees may violate the terms of the licenses under which they accessed the Content and that Trainspot cannot take responsibility for such lack of compliance by its licensees regarding the terms of such agreements. Accordingly, you acknowledge that Content may be used in a manner that is not contemplated in this Agreement, and you agree that, notwithstanding any rights you may have to pursue the licensees of such content at law, Trainspot shall have no liability to you or any person acting on your behalf for any conduct by a licensee of Trainspot.

    5. You are responsible for all use of the Trainspot Site that occurs in conjunction with your account and passwords. By entering your login and password, you provide Trainspot with conclusive evidence that you wish to submit Content to the TrainsSpot Site pursuant to this Agreement. Trainspot shall have no liability regarding or responsibility to monitor the provision of Content done under your login and password.

  5. Your Representations and Warranties

    You hereby represent and warrant:

    1. you have the legal capacity and authority to enter into this Agreement and perform your obligations hereunder;

    2. you will comply with all applicable laws in your interactions with Trainspot and the Trainspot Site;

    3. you are the sole and exclusive owner of the Content or are the authorized representative of the sole and exclusive owner(s) of the Content;

    4. you have the right to grant all of the rights contemplated under this Agreement;

    5. you have not granted any rights or licenses that would conflict with this Agreement;

    6. the Content contains no material or attributes likely to prevent Trainspot from using the Content as intended under this Agreement;

    7. the Content contains no virus, worm, lock, or other mechanism or device that may be used to harm Trainspot or harm or alter the Trainspot Site, the Content, or any other hardware, software, content, or computer system in any way;

    8. no portion of the Content infringes any copyright, trademark, right of privacy, right of publicity, or other proprietary right of any third party;

    9. inclusion of the Content on the Trainspot Site does not violate any applicable laws or regulations or any proprietary rights;

    10. the Content has not been obtained in any unlawful manner, civil or criminal; and

    11. the Content is not subject to any applicable accreditation terms or access conditions that might bind Trainspot or its licensees or sublicensees if the Content is used as contemplated by this Agreement.

  6. Your Compensation

    1. Trainspot agrees to pay you in accordance with the Payment Terms. These payments (“Payments”) will be made by electronic funds transfer or such other method as set forth in the Payment Terms. Trainspot will reduce Payments as appropriate to account for Deductions (defined below) and deductions of any applicable VAT, duty, levy, or impost of any nature required to be withheld, deducted, or paid by Trainspot from any current or future sums due to you by any law, regulation, or treaty.

    2. Trainspot shall regularly provide a report of all licenses and Payments related to such licenses of Content during that Sales Month (the “Sales Report”). Payments are paid based on “License Fees,” which are the amount set by you to be charged by Trainspot to each licensee or sublicensee for use of the Content. You will be paid 85% of the fees paid by licensees for your registered content.

    3. Payment Terms are subject to change in the sole discretion of Trainspot upon providing you thirty (30) days written notice by email to the last email address in your account information. If at any time the Payment Terms are not acceptable to you, you may terminate this Agreement as provided below. If you continue to submit Content or fail to terminate this Agreement, this will constitute acceptance by you of changes to the Payment Terms, and the amended Payment Terms will be incorporated by reference into this Agreement.

    4. Trainspot may deduct the following amounts (together, the “Deductions”) from the Payments payable to you or any amount owing to you: (i) cancellations of a license, regardless of whether the original sale has been reported to you, that is fraudulent in any way; (ii) the amount of any overpayment of Payments; (iii) amounts that may be deducted or withheld in accordance with this Agreement; (iv) amounts that Trainspot is or may be entitled under the Payment Terms, this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter that is the subject of your representation, warranty, or indemnity under this Agreement.

    5. Trainspot shall not be required to pay Payments to you if rights purportedly granted under this Agreement relating to Content are reasonably suspected to violate intellectual property or other proprietary rights of a third party.

  7. Your Indemnity of Trainspot

    1. You agree to indemnify, defend, and hold Trainspot and its affiliates, and their respective directors, officers, employees, shareholders, agents, and licensees of Content (individually and collectively, the “Trainspot Parties”) harmless from all damages, claims, liability, losses, costs, legal costs, and expenses incurred by the Trainspot Parties as a result of or in connection with: (i) any use or alleged use of the Trainspot Site, the Content, or communication made under your account by any person, whether or not authorized by you; (ii) any breach by you of this Agreement; (iii) any claim threatened or asserted against any Trainspot Parties to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy, right of publicity, or other intellectual property or other proprietary rights of any third party.

    2. Trainspot reserves the right, at your expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Trainspot’s defense of such claim.

    3. You agree that Trainspot shall have no obligation to take action against a licensee or other third party (an “Infringer”) for any violation of a license agreement or alleged infringement of any of your rights. You hereby release Trainspot from any and all claims you might have, either directly or indirectly, arising out of or in connection with a determination by Trainspot to proceed or not to proceed against any Infringer in any instance. In the event that Trainspot elects not to proceed against an Infringer, you shall have the right to proceed against such Infringer for such license violation or infringing action. Any monetary recovery that Trainspot or you receive as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including without limitation reasonable counsel and experts’ fees), be divided between you and Trainspot pursuant to the provisions of Section 6 above.

  8. The Term and Termination of this Agreement

    1. This Agreement is effective until terminated.

    2. You may terminate this Agreement with respect to your Content at any time by giving thirty (30) days written notice by email from the last email address contained in your account information to Trainspot that specifies the Content to which the termination applies.

    3. Trainspot may terminate this Agreement with respect to your Content (in whole or in part) for any reason by giving you thirty (30) days written notice by email at the last email address contained in your account information.

    4. Trainspot may also deem your account terminated and may offset any fees or credits contained in your account against its costs of administration if there has been, in the reasonable opinion of Trainspot, any material misrepresentation as to the capacity, identity, or rights ownership of you or Content you provided.

  9. The Effect of Termination of this Agreement

    1. Upon the termination of this Agreement with respect to one or more of your Content, the grant of authority to Trainspot under the Agreement shall cease with respect to such Content, subject to the following conditions: (i) Trainspot shall remove such Content from the Trainspot Site within ninety (90) days of the termination; (ii) Trainspot shall have the right to continue licensing such Content until it is removed from the Trainspot Site.

    2. Notwithstanding termination of this Agreement with respect to one or more of your Content, Trainspot will continue to pay compensation due to you in accordance with this Agreement and the law. Upon termination, Trainspot will be entitled to deduct from such amounts a reasonable administrative fee for terminating your account.

    3. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement with respect to any part of your Content shall not alter or reduce your or Trainspot’s obligations respecting any other Content and shall not alter rights granted to licensees or sublicensees by Trainspot pursuant to this Agreement.

    4. Termination of this Agreement shall operate without prejudice to Trainspot’s rights, defenses, and limitations of liability provided under this Agreement, which shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties, and all limitations of liability shall survive termination of this Agreement and continue in full force and effect.

  10. TRAINSPOT’S DISCLAIMER OF WARRANTIES

    TRAINSPOT’S PRODUCTS AND SERVICES ARE PROVIDED BY TRAINSPOT “AS IS” WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TRAINSPOT DOES NOT REPRESENT OR WARRANT THAT THE TRAINSPOT SITE, INCLUDING ANY CONTENT CONTAIN THEREIN, WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE.

  11. TRAINSPOT’S LIMITATION OF LIABILITY

    1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE TRAINSPOT SITE.

    2. IN NO EVENT SHALL TRAINSPOT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS, OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT, OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE TRAINSPOT SITE; THE CONTENT OR ANY PART THEREOF; OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF TRAINSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE.

    3. TRAINSPOT’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH CONDUCT ARISING OUT OF RELATING TO THE MATTERS DISCUSSED HEREUNDER SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. EXCEPT WHERE PROHIBITED BY LAW, TRAINSPOT’S TOTAL MAXIMUM AGGREGATE LIABILITY SHALL BE LIMITED TO THE FEES COLLECTED BY TRAINSPOT FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) U.S. DOLLARS.

  12. Applicable Law and Arbitration

    1. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard for its conflicts of laws principles. Venue for any dispute concerning, involving, or in any way implicating this Agreement shall lie exclusively in the federal and state courts of New York County, and the Parties hereby consent to in personam jurisdiction in such courts.

    2. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures or of the International Center for Dispute Resolution (“ICDR”) in effect on the date of the commencement of the arbitration to be held in the following jurisdiction closest to you: New York, New York or San Francisco, California. All aspects of the arbitration proceedings shall be in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Trainspot shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Trainspot, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any proceeding within the scope of this paragraph shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

    3. You consent to service upon you of any required notice or process concerning or relating to this Agreement to be solely by registered mail or overnight courier with proof of delivery notice to the last address or contact information provided by you in your account information.

    4. Regarding any dispute with Trainspot, you waive any right you may have to trial by jury and to commence or participate in any class action.

    5. You will reimburse Trainspot for its legal fees, costs, and disbursements associated with any successful effort to enforce its rights under this Agreement.

  13. Miscellaneous

    1. This Agreement can be amended by written agreement of the parties or by Trainspot providing you thirty (30) days written notice by email at the last email address contained in your account information and posting amendments to the Trainspot Site. Your continued provision of Content or failure to terminate this Agreement within thirty (30) days of such notice by Trainspot shall be deemed acceptance by you of the amendments, and the amendment shall be incorporated by reference into this Agreement.

    2. This Agreement is binding on you, your successors, and heirs and is not assignable without Trainspot’s prior written consent. Trainspot may assign this Agreement without your consent to any other party who agrees to be bound by its terms. Trainspot shall be not deemed to have waived any of its rights hereunder except in a signed writing specifically referring to this Agreement and the right that is being waived. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, then such provision shall be reconstrued to effect the intent of the Parties as expressed herein to the greatest extent possible, and all other provision of this Agreement shall remain in full force and effect. The headings herein are included solely for convenience and do not form a substantive part of this Agreement.

    3. To the extent you submit Content to Trainspot as a representative of the applicable rights owner(s), you ensure that such rights owner(s) comply with the terms of this Agreement and shall compensate the rights owner(s) as appropriate as to any monies received by you under this Agreement.