ALIAS PLATFORM – Terms of Use

Last updated: July 15, 2024

Thank you for choosing Alias Platform, the innovative online platform that empowers Artists and Creators with Generative Artificial Intelligence (`Gen AI`).

Alias Platform is a place:

for Artists, to transform their real-world artistic expression into unique, generative AI models—each known as an "Alias”.
for Creators, to generate Output from Artists' Alias and to use this output under the conditions defined in these terms of use.

Artists can create one or more Alias(es), with the intent of using them for themself to improve their creativity, or to allow others, Creators, access and use it/them.

By accessing our website, whether you are an Artist or a Creator (`You`), You agree to these Terms of Use (hereafter referred to as the `Terms` or `Terms of Use`) and commit to being bound by them, along with our Privacy Policy, our Licensing terms including the Alias Licensing terms and the Artist to Creator License, guidelines, and policies made available by us from time to time, all of which are incorporated herein by reference.

SUMMARY:

If you are an Artist who has come to Alias.studio to create your Alias(es), you need to respect the legal rules and policies that apply to You. You must be the rights holder to the Content you upload on the Alias Platform to create one or more Alias(es). Your Content must comply with all applicable laws (in particular, it must not harm third parties or go counter to public order). You enter into a Licensing Agreement with us to train your Alias(es) on your Content and to publish it on the Alias Platform. The creation of an Alias by an Artist is free of charge (up to 3 Aliases). As an Artist, you are entitled to remuneration on the Purchase of Generated Output exploitation rights or on the Purchase to an access to your Alias(es) by Creators.

If you are a Creator who has come to Alias.studio to use Alias(es), you must also respect the legal rules and policies. In particular, you agree:

not to infringe the rights of the Alias owner. Thus, you must not use Generated Output in ways that would violate copyright or associated rights.
You also commit to respect the Licensing Terms associated with the Purchase of the Generated Output. Thus, You must not use Generated Output for any other purpose than the one you Purchased it.
You warrant that you have the necessary rights to the prompts and their content and that you exploit the Generated Output under your own responsibility.
You cannot claim to be the author of the Generated Output nor that it is human-generated only. You must always credit the Artist and Alias Platform.
The generation of Generated Output by a Creator from an Alias and the use of this Generated Output are subject to a fee.

DEFINITIONS

"Alias Platform" refers to the online services provided by ALIEN on Alias.studio, including but not limited to AI model training, publication of Alias(es), and performance of the Services. Alias Platform is a product created and managed by ALIEN SAS.
"Alias" refers to a generative AI model trained on an Artist`s Content, with embedded rights. This is technically the output resulting from (a) the training by Alias Platform of an AI generative model using the Content as the training dataset, and (b) the finetuning of the resulting model by Alias to obtain a refined model that is regarded as Licensor as the authoritative version.
"Artist" means an individual or entity that has rights on and uploads Content to the Alias Platform for the purpose of creating one or more Alias(es).
"Content" refers to any creative input, including images, text, models, and other materials uploaded by the Artist on the Alias Platform to perform the Services.
"Creator" refers to any person who accesses, interacts and/or uses an Alias on the Alias Platform to generate Generated Output. The Creator may act as an individual (consumer) or as an employee or authorized representative of a company holding a subscription (professional).
"Generated Output" means any content generated by an Alias via the Alias Platform.
"License NFT" refers to a Non-Fungible Token (NFT) Linked to Generated Output and associated with specific Licensing Terms. A NFT is "Linked" to the Licensed Material when the NFT contains a description of or hyperlink to the Generated Output, and that description or hyperlink is substantially immutable in the ordinary course of operation of the underlying blockchain.
"Licensing Terms" refers to the set of licenses described in the Section 4 of those Terms of Use.
"Model" refers to the generative AI model Alias is training the Alias on with the Artist`s Content
"Purchase" refers to the purchase of the access to an Alias, or of a Generated Output for a specific use from the list of uses proposed on the Alias Platform, or a use agreed between the Artist and the Creator. In the event of the purchase of a Generated Output, the Creator will receive a Token associated with the act of purchase, conferring rights of use and a duration of use.
"License NFT" refers to a Non-Fungible Token (NFT) Linked to Generated Output and associated with specific Licensing Terms. A NFT is `Linked` to the Licensed Material when the NFT contains a description of or hyperlink to the Generated Output, and that description or hyperlink is substantially immutable in the ordinary course of operation of the underlying blockchain.

PURPOSE OF THE CONDITIONS OF USE

The purpose of these Terms of Use is to define the conditions under which ALIEN authorizes:

The Artist to access and use the Alias Platform for the purposes of creating his/her Alias and the associated services.
The Creator to access and use the Alias Platform for the purposes of accessing Alias(es) and generating Generated Output and/or using it.

ACCEPTANCE OF TERMS AND CONTRACTUAL RELATIONSHIP

3.1. You.

You are either an Artist or a Creator. Artists who use their own Alias or the Alias of another artist to generate content are Creators.
By accessing and using the Alias Platform, You affirm that you have read, understood, and agree to these Terms of Use, without limitation or qualification. These Terms of Use link to other contractual documents that may, in certain circumstances, apply to your use of the Services. Those documents include our Privacy Policy, the Alias Licensing Agreement and the Artist to Creator License. All together, the Terms of Use and the contractual documents it links to forms the entire Agreement.

If You do not agree with any of this Agreement, you should not use the Alias Platform.

If You access the Services through an API, the Appendix A applies to You in addition to those Terms.

3.2. We.

For the purposes of these Terms of Use, whenever the term "we", "us", or "our" is used, it refers specifically to 'ALIEN', a simplified joint stock company. 'ALIEN' is duly registered under the SIREN number 920550670 with registered offices at 78 rue de Provence, Paris, 75009, France. 'ALEPH' acts as the president of 'ALIEN' and is represented by Mr. Alexandre CADAIN. ALIEN is the creator and publisher of the Alias Platform, which can be accessed at alias.studio.

By agreeing to these Terms of Use, You acknowledge and agree that Your relationship is with 'ALIEN', the legal entity behind Alias Platform. All references to "we", "us", or "our" within these Terms and any associated documents should be understood as referring to 'ALIEN' through its product, 'Alias Platform'.

ALIAS PLATFORM - PURPOSE AND SERVICES

4.1. Purpose of Alias

Alias Platform serves as a place where artists can leverage AI to extend the reach and application of their Content, transforming their artistic works or own aesthetics into dynamic and generative AI models—hereinafter referred to as "Aliases."

4.2. Services Provided to Artists

Alias Platform offers to Artists a suite of services designed to facilitate the creation, publication, and monetization of Aliases. The services include but are not limited to the following:

Creation of Alias(es): Artists can upload their Content to the Alias Platform, which will be used to iterate and train generative AI model(s) with our AI training gym, to create their Alias(es). The Alias Platform is built to assist the Artists in the process of creating Alias(es), giving them best practices and tutorials in addition to our iterative AI training gym. Only Aliases approved by the artists are published on the platform. Each Alias can be published in “private mode”, or in “public mode”. Each Alias is a unique generative AI model that represents part of the artist's aesthetic and creative vision. Artists can create multiple Aliases. For example, an Artist can create one Alias per period of his/her life, or per mood, or even a custom Alias made on order for a customer.
- “Public mode”: if the Artist chooses this option, the Alias in question will be published on the Alias Platform and will be accessible to Creators for the purposes of Generating Output on the Alias Platform and re-using this Output under the conditions set out herein.
- “Private mode”: private mode allows the Artist to limit access to his/her Alias(es) to designated Creators or to him/herself.Artist can manage access to his/her Alias(es) through the Dashboard.
Licensing Framework: The Alias Platform provides a structured framework through which artists can set forth the terms under which Creators can interact with their Alias(es). By default, the Artist consents to the publication of his/her Alias under the Licensing Terms described in the section 4. Customization will be made via the options offered to the Artist when creating the Alias, which include:
- Selecting the public or private option.
- Defining the scope of use for the Generated Outputs, such as whether they can be used for television broadcast, social media content, commercial advertising, or free-to-use applications.
- Defining the duration of the Licensing Framework Artists agree to for each specific usage.
- Defining the prices associated with each usage.

The selected choices will be embedded in the License NFT associated with each Generated Output or use right purchased.

Royalty Management: The Alias Platform manages the calculation and distribution of royalties to Artists based on the usage of the Generated Output by the Creator, in accordance with the established commercial terms. Moreover, published creations will be recorded on a blockchain. Alias Platform ensures an immutable trace between the Generated Output and the Aliases used for its creation.

4.3. Services provided to Creators

The services provided to Creators are as follows:

Alias Platform access and user experience: Creators can browse and interact with a diverse catalog of Aliases or access private Alias(es) they`ve been granted access to by an Artist. Through our interface, Creators can discover Aliases, generate Generated Output, and utilize the Generated Output in line with our Licensing Terms. To benefit from the Licensing terms, they must acquire the License NFT associated with the uses of the Generated Output they are interested in.
Content generation: Creators can use an Artist's Alias and prompts to generate Generated Output.
Use of Generated Output:: Generated Output may be re-used, subject to payment of the associated royalty, by the Creator under the terms of the Artist to Creator License

4.4. Common services provided to Artists and Creators

The common services provided to Artists and Creators are:

Community and Support: ALIEN provides community spaces for Artists and Creators to collaborate, share insights, and offer support. Currently, those community spaces are a Discord and a Signal channel. In both cases, the access to those community spaces is governed by the terms and conditions of those applications.
Commitment to Innovation and Legal Compliance: ALIEN is committed to ongoing innovation, ensuring that our Alias Platform remains at the forefront of the intersection between art and AI technology. We are also dedicated to operating in line with industry best practices to protect the rights and interests of artists and users alike.

Other services may be developed by ALIEN and made available to the Artist or Creator via the Alias Platform. ALIEN will inform the Artists and Creators in advance of the opening of these new services and of the conditions of access thereto.

LICENSING TERMS

5.1. Artist License to Alias Platform.

By using the Services, when an Artist uploads Content to the Alias Platform to create one or more Alias(es), the Artist grants Alias a license to use its Content to train the Model, publish the resulting Alias(es) and Generated Outputs. The terms of this license are specified in the Alias Licensing terms.

5.2. Artist to Creator License.

By publishing an Alias, the Artist agrees to the Artist to Creator License. This license stipulates the usage rights granted by the Artist to the Creator, provided that they own the License NFT associated with these rights. The terms of this license will be embedded within the License NFT generated by the Alias Platform or whenever a Creator purchases the right to a Generated Output, as per the section 3.2 of those Terms.

USER ACCOUNT

6.1. Registration

To access certain features of the Alias Platform, You will be required to register for an account. You agree to provide accurate and complete information and to keep this information up-to-date. Using the Platform, You will acquire certain rights to images or royalties. Those rights will be attached to your account. Thus, the information provided must be accurate. To create an Alias, we may ask for further information regarding your identity. We protect your personal information as described in the Privacy section.

Your account is personal to you, and you may not transfer or share your account with any third party. You may not impersonate any third party on Alias Platform.

Your account will be linked to a wallet. We therefore suggest that you take care when creating and managing your passwords and choose a strong password that complies with security recommendations. The Artist and Creator holding an account is responsible for all actions carried out from this account.

6.2. Suspension

If Alias Platform suspects or is informed that Your Account is in breach of the Terms of Use, even if You are the victim of a fraudulent activity, and in particular if the breach of Terms relates to all terms relating to intellectual property and third-party rights, Alias Platform may suspend Your Account. This suspension, insofar as it responds to an imperative to protect the intellectual property rights of third parties, all the more so on the Internet, may in no way be held against Alias Platform. Alias Platform reserves the right to terminate your access to the Alias Platform without cause or notice, which may result in the forfeiture and destruction of all information associated with your account.

6.3. Account deletion

When deleting your account, we will process Your personal data associated with it as per our Privacy Policy. Deleting your account does not cancel the rights you have acquired to re-use the content generated.

USE OF THE ALIAS PLATFORM

7.1. Generalities

The Alias Platform is intended to be used as provided, and in accordance with these Terms and applicable laws. Users, Artist and Creator, must not misuse the Alias Platform or interfere with its normal operations.

Artists and Creators use the Alias Platform under their own responsibility. They undertake to have the necessary rights to use the services. ALIEN cannot be held responsible for the use that the Creator makes of the Generated Output face to the Artist, face to the Creator, or face to third party. Given the principles of generative AI, ALIEN cannot guarantee the quality or legality of the Generated Output. The Creator therefore undertakes to be vigilant in the use he makes of the Generated Output and undertakes in particular to check that the Generated Output does not constitute an infringement of an Artist's work, or that its use does not violate the legal provisions in force.

7.2. Usage restrictions

You may not

use the services in a way that infringes, misappropriates or violates third party and in particular which infringes the intellectual property rights of third parties, including Artists, which infringes confidentiality or business secrecy, which infringes the right to privacy and the right to one's image, which infringes the rights of individuals to their personal data.
use the services in an unfair or deceptive manner.
use the services for purposes or include any content that is contrary to the laws, regulations and public order, xenophobic, racist, sectarian, proselytizing, homophobic, defamatory, abusive, violent, including pornographic content, child pornography, incitement to suicide or violence, creation of fake news, deep fake or any behavior considered illegal under the laws in force.
unless authorized by law, reverse-assemble, reverse-compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services.
use Generated Output to develop models that compete with our Services.
use any automated method to extract or scrap Generated Output or data from the Services - except if you connect to the Services via an API.
extract a quantitatively or qualitatively substantial or non-substantial part of the databases used for the operation of the Alias Platform.
represent that Generated Output is human generated when it is not.
use the Alias Platform in non-compliance with any law that would be applicable to You or the services.

INTELLECTUAL PROPERTY

8.1. Alias Platform IP

All intellectual property rights in the Alias Platform and all its components, including the Alias Platform (in source and object code), the trained models (the Aliases) and databases, features, and functionality of Alias Platform, user interface, trademark, graphic charter, documentation are and will remain the exclusive property of ALIEN and its licensors.
Artists and Creators are informed that the foundation model is "stability sdxl v1.0" which has been trained on LAION which is a published Open Data set.

8.2. Your IP

8.2.1. If You are an Artist.

The terms applicable to your intellectual property rights in the Alias Platform are defined in the Alias Licensing terms and the Artist to Creator License.

Alias Platform guarantees it will never:

use the Artist`s Content to train or fine-tune any other AI or machine learning models without the Artist`s prior permission.
use the Content for any other purposes than to create an Alias of the Artist, other than the ones specifically agreed in those legal terms.

Artist guarantees:

to be the legitimate right holder of all intellectual property rights vesting in the Content used to create each Alias and to have full rights to license the Content to Alias Platform.
that all the Content submitted to Alias Platform complies with the laws in force and this Terms of Use, in particular the restrictions on use set out in the "Usage restrictions" section.

8.2.2. If You are a Creator.

The terms applicable to your usages rights in the Alias Platform are defined in the Artist to Creator License. Note that You must acquire a License NFT in order to benefit from the associated provisions of this license. This is necessary to ensure that We can provide proper attribution and royalty distributions.

We and the Artist grant you a right to use the Generated Output.

The Creator is further informed that the results Generated Output could be used by ALIEN for the purpose of training its Models.

Prompt Image Uploads: The prompting functionalities of Alias Platform may allow You to upload an image to influence the Output generation. By uploading an image to Alias Platform You guarantee that you either own the copyright or possess the right to make derivative work of the uploaded content, or that the content is in the public domain or licensed under an open license that allows for the making of derivative works. If You violate this provision, You agree to indemnify ALIEN against any claims related to copyright infringements resulting from the uploaded content.

8.3. Alias claims

If You identify an anomaly when using the Alias Platform, or if You consider that the Generated Output constitutes an infringement of a third party's right and does not comply with the prerequisites set out in these Terms of use, We invite You to contact Us at the contact address contact@alias.studio and to send us any information required to assess the situation. ALIEN will do its utmost to respond to your notifications within a reasonable timeframe.

FEES AND PAYMENTS

9.1. Creating an Alias

Creating an Alias is free of charge for Artists, within the limit set out in our Pricing page. You can create multiple Aliases.

9.2. Generated Output Credit

To generate Generated Output, the Creator must purchase credits. The Pricing page presents the credit packs and the associated services.
Each Creator benefit from 40 free credits as a starter pack (the `Starter Pack`),You may not create multiple accounts to benefit from more than one free credit. If we believe you are not using the Services in good faith with regard to this requirement, we may charge you for your usage or suspend your account.

9.3. Generated Output Output

The price for acquiring the right to exploit a Generated Output is defined by the Artist, as is the scope of exploitation. The Creator undertakes to pay this price before any exploitation of the Generated Output and to comply with the scope of exploitation agreed by the Artist.
Any other use requires the prior agreement of the Artist and the payment of an associated fee.

9.4. ALIEN's commission

ALIEN takes a 10% commission on all sales of any nature made by the Artist via the Alias platform for free members and artists. For Pro members, commission rates are customized. For the sake of clarity, Credit purchases is a sale made by Alias to Artists and/or Creators.

You may not create multiple accounts to benefit from more than one Starter Pack. If we believe you are not using the Services in good faith with regard to this requirement, we may charge you for your usage or suspend your account.

9.5. Taxes

The prices indicated on the Pricing page or at the time of acquisition of the exploitation rights are defined as exclusive or inclusive of tax. Taxes may be explicitly stated on the interface. Prices might be indicated without taxes (such as credits costs), while others may include taxes (such as licenses)
They are increased by the taxes in force applicable on the day of payment.
Payment is made by direct debit via our payment intermediary Stripe, whose terms of service are available here. Please note that You shall create a StripeConnect account to receive payments. Stripe also pays the remuneration to the Artists and pays the commission to ALIEN.

9.6. Price Changes.

ALIEN may change the prices. In such a case, the prices would be reflected on the website on Your next Credit-purchase.

10.

LIABILITY

We do our utmost to ensure that Alias Platform runs smoothly, but unforeseen circumstances are always a possibility. Alias Platform provides the platform on an "as-is" basis and "as available" without any warranty of any kind, except to the extent provided by law. Alias Platform shall not be liable for any damages resulting from the use of the platform or inability to use the platform. Alias Platform will not be liable to You for any indirect, incidental, consequential or punitive damages arising out of these Terms of Use, or your use of the Alias Platform. To the extent permitted by law, our liability for damages is limited to the amounts we have received as a result of your use of the Alias Platform.

Artists and Creators are furthermore informed and aware that, given the innovative and random nature of artificial intelligence tools and the way in which they operate, ALIEN is not responsible for the Artist's Content, the Aliases created, or the Generated Output generated via the Platform. The Creator is invited to check the quality and legality of the Generated Output before any use. The Creator is responsible for the use he makes of the Generated Output and indemnifies ALIEN from any liability action or claim relating to.

11.

PRIVACY AND DATA PROTECTION

The way we protect Your Data and Content is described in Our Privacy Policy.

12.

ORDER OF PRECEDENCE

In the event of any inconsistency, conflict, or discrepancy among the documents listed below, the following order of precedence shall apply, with the more specific documents taking precedence over the less specific: The Terms of Use shall have the least precedence, followed by the Licensing Terms, and the Exhibits of the Terms of Use. In case of multiple exhibits, the one with the latest date shall have superiority.

13.

TERM AND TERMINATION

Those Terms take effect when You start using the Services. Those terms remain in full effect until terminated or when you discontinue using the Services and/or Generated Output, Purchased or not. ALIEN may terminate these Terms for any reason by providing You 30 days` prior notice, unless if You are in material breach of those Terms.

14.

GOVERNING LAW AND PROCEEDING

Within the limits authorized by law, any dispute (contractual or non-contractual) concerning those Terms of Use, or its subject matter or formation (a “Dispute”) is/are governed by French law (excluding its conflict-of-laws provisions).

IN THE EVENT OF ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE VALIDITY, PERFORMANCE OR INTERPRETATION OF THE TERMS OF USE, THE PARTIES AGREE TO COOPERATE DILIGENTLY AND IN GOOD FAITH IN ORDER TO FIND AN AMICABLE SOLUTION.
IF, HOWEVER, NO AMICABLE AGREEMENT IS FOUND WITHIN ONE (1) MONTH AS FROM THE RECEPTION OF A LETTER NOTIFYING THE OTHER PARTY OF THE EXISTENCE OF THE DISPUTE, AND WITHIN THE LIMITS AUTHORISED BY LAW, THE PARTIES ATTRIBUTE, THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF PARIS, NOTWITHSTANDING SEVERAL DEFENDANTS OR CALL OF GUARANTEE.

15.

CHANGES TO TERMS

ALIEN reserves the right, at our sole discretion, to modify or replace these Terms of Use at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect via a messaging on our interface. If the revision is made to our prices, it will be made as per section 9 `fees and payments”. If a modification is required by applicable law, it will come into effect immediately.

16.

MISCELLANEOUS

Notices. Under the Agreement, notices to You must be sent to your Account notification email address, and notices to Alias must be sent to contact@alias.studio. Notice will be treated as received when the email is sent. By derogation, Legal Notices to us must be sent by registered letter with acknowledgement of receipt, for Alias Platform, Alien, Legal department, 78 rue de Provence, 75009 Paris. You are responsible for keeping its notification email address current throughout the Term of its use of the Services.
Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
Assignment. We are free to assign this Agreement, in whole or in part, to any company in its group within the meaning of article L. 233-1 of the French Commercial Code. The transfer of this Agreement by us may also take place in the context of any reorganization leading to a universal transfer of assets (merger, transfer, partial contribution of assets or partial transfer of assets).
Change of Circumstances. By exception to the relevant provision of applicable law, the parties agree that, if a renegotiation conducted in case of a change of circumstances that was unforeseeable on the Effective Date and rendering performance excessively onerous for a party who had not accepted the risk of such a change fails or is rejected by either party, the terms of the Agreement shall continue to apply without any judicial intervention.
Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control or by any force majeure event as defined under applicable law.
Subcontracting. We may subcontract our obligations under the Agreement but will remain liable to You for any subcontracted obligations.
No Implied Acceptance. Except if and to the extent expressly stated otherwise in the Agreement, silence on the part of Alias is not deemed to constitute acceptance of any other contract term, contract renewal, statement, representation or warranty.
Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
Independent Development. Nothing in the Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of the Agreement, provided that the party does not breach its obligations under the Agreement in doing so.
Entire Agreement. The Agreement states all terms agreed between the parties, and supersedes any prior agreements between the parties, relating to the purpose of the Agreement. Neither party has relied on any written or oral statement except those expressly described in the Agreement.

17.

CONTACT US

If you have any questions about these Terms of Use, please contact us at contact@alias.studio.