Corpus Creator Terms

Last updated August 1, 2024

These Terms of Use ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Zestworld Inc. ("Zestworld", "we", "us", or "our"). Our Terms apply when you create a Creator Profile on Corpus.

Agency Designation

By creating a Creator Profile in Corpus you ("Creator") accept these terms, you also appoint and designate Zestworld Inc ("Agent") as your non-exclusive worldwide representative during the Term in connection with the Rights in and to your catalog of content (the "Catalog"). The Catalog includes any and all content you own, including articles, podcasts, videos, and other related content. Agent will act as your sole and exclusive agent with respect to the negotiation of agreements ("AI Agreements") for the disposition of any and all rights in and to the Catalog for purposes related to artificial intelligence (AI) model development, training, and related uses.

Term and Termination

These Terms shall remain in full force and effect while you use Corpus. Unless we specifically state otherwise in a separate agreement with you, we may terminate our Terms at any time by notice to you, and our Terms will terminate automatically without notice upon your violation or breach of any provisions of our Terms. You may also terminate our Terms at any time, for any reason, by discontinuing your access to and use of Corpus. Upon termination, the rights granted to you under our Terms to access and use Corpus will immediately terminate, and you must destroy all Confidential Information in your or your Representatives’ possession or control.

Upon termination of our Terms or your access to Corpus, we may at our option delete any Materials or other data associated with your account.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF CORPUS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN CORPUS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your Creator Profile for any reason, you are prohibited from registering and creating a new Creator Profile under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Creator Submitted Data

We will maintain certain data that you transmit to Corpus for the purpose of managing the data relating to your use of Corpus. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using Corpus. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data

Agency Services

Agent will use reasonable efforts to procure, develop, negotiate, organize, and administer opportunities to exploit the Rights. Agent will approach potential buyers, oversee, and facilitate the performance of your obligations under AI Agreements. Agent will notify you of intended outreach and seek your written approval on partners approached. Agent will promptly inform you of any offers received and confer with you regarding the negotiation of material terms. All AI Agreements are subject to your prior written approval.

Your relationship with us is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Zestworld, except that Zestworld acts as a payment collection agent.

Commission

Agent is entitled to receive a commission equal to 20% of all gross monies and other consideration paid to you under AI Agreements. This Commission is applicable to all AI Agreements negotiated during the Term, including extensions, renewals, modifications, and amendments. Payments due to you under AI Agreements will be made to Agent, who will retain the Commission and remit the balance to you. If you receive a payment directly, you must notify Agent and remit the applicable Commission.

Representations and Warranties; Indemnity

You represent and warrant that (i) you have the full right and authority to enter into this Agreement and perform your duties, (ii) you own and/or control all rights necessary for the performance of your obligations under the AI Agreements, and (iii) the exploitation of the Catalog will not conflict with any third-party rights. Both parties will indemnify and hold each other harmless from any claims arising out of any breach of representations, warranties, or obligations under this Agreement.

Confidentiality; Non-Disparagement

Both parties agree not to disclose any Confidential Information obtained during via accessing Corpus. Confidential Information includes all non-public information related to each party's business. Each party agrees to take reasonable steps to safeguard the other party’s Confidential Information. Both parties agree not to make any public statements that disparage, defame, or present the other party in a false light.

Governing Law & Dispute Resolution

These Terms will be governed by the laws of the State of New York without regard to its conflict of laws principles. Disputes will be resolved through mediation and arbitration administered by National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, conducted in New York, NY. The prevailing party in any arbitration or legal proceeding will be entitled to recover costs, fees, and expenses, including reasonable attorneys' fees.

Miscellaneous

All notices under these Terms must be in writing and delivered personally, by overnight courier, or by first-class U.S. mail. These Terms constitute the entire understanding between Agent and Creator and may only be amended in writing signed by both parties. No waiver of any breach will constitute a waiver of any other provision. If any provision is held invalid, the remaining provisions will remain in full force and effect. These Terms does not create a partnership or joint venture between the parties.

When using Corpus, you agree to comply with and are subject to any guidelines, rules, or supplemental terms applicable that may be posted on Corpus from time to time. To the extent that we ask you to review and accept any supplemental terms that expressly conflict with our Terms, the supplemental terms will supersede our Terms with respect to your use of the portion of Corpus governed by such supplemental terms, solely to the extent of the conflict.

Our Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms. Our Terms may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.

Equitable Relief. You agree that (a) no adequate remedy exists at law if you breach the applicable sections of these Terms; (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. Therefore, you waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.

You agree that no joint venture, partnership, or employment relationship exists between you and us because of our Terms or your access to or use of Corpus.

If any provision of our Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent necessary to comply with applicable law, such that the remaining provisions of our Terms will continue in full force and effect.

No waiver by us of any term or condition set forth in our Terms will be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure by us to assert a right or provision under our Terms will not constitute a waiver of such right or provision.

We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of Corpus, or to information provided to or collected under our Terms.

You may not export or provide access to Corpus into any U.S. embargoed countries or to anyone on (i) the U.S. Treasury Department’s list of Specially Designated Nationals, (ii) any other restricted party lists identified by the Office of Foreign Asset Control, (iii) the U.S. Department of Commerce Denied Persons List or Entity List, or (iv) any other restricted party lists. You represent and warrant that you and anyone accessing or using Corpus on your behalf, or using your Creator Profile account credentials, are not such persons or entities and are not located in any such country.

By accepting these Terms, you agree to be bound by this agreement and its terms.

CONTACT US

In order to resolve a complaint regarding Corpus or to receive further information regarding use of Corpus, please contact us at:

Avail by Zestworld Inc.
P.O. Box 25463
Brooklyn, NY 11202
United States
Email: [email protected]