Reference Image Supply Agreement

This Agreement governs the supply of reference images by Customer to Sria Digital B.V. (trading as Xavira AI) for the creation of Characters, and the generation of further images from those Characters. It supplements the Terms of Service; where the two conflict on the subject of reference images, this Agreement prevails.

1.Parties

Provider: Sria Digital B.V., a private limited company incorporated in the Netherlands, trading as Xavira AI, registered with the Dutch Chamber of Commerce under number 42008045, having its registered office at Fladderiepvliet 3, 3545 AJ Utrecht, Netherlands, VAT number NL869260054B01, contactable at hello@xavira.ai.

Customer: the legal entity identified in the signature block. Customer must be a legal entity or a natural person acting in a professional capacity, identified by registered name and Chamber of Commerce or equivalent company number, and represented by a person authorised to bind it. Provider does not accept reference images from anonymous or unidentified counterparties.

2.Definitions

Reference Image means any image file Customer supplies to Provider for the purpose of creating a Character. Character means the persistent identity record Provider creates from a Reference Image. Output means any image or video Provider generates from a Character. Provenance Record means the information Customer supplies under clause 4 about how a Reference Image was made.

3.Customer warranties

Customer warrants, for every Reference Image supplied under this Agreement, both on signature and again on each occasion of supply:

1. Wholly synthetic. The image was generated by an artificial intelligence system and is not a photograph, recording, edit, composite or derivative of any photograph or recording of a real person.
2. No real person. The image does not depict, resemble, or is not intended to resemble any identifiable living or deceased natural person, whether a public figure or a private individual.
3. No minors. The image does not depict any person who is, appears to be, or is presented as being under 18 years of age. This warranty is absolute and is not qualified by the image being synthetic.
4. Rights. Customer holds all rights necessary to supply the image to Provider and to permit the generation of Outputs from it, and the supply infringes no third-party right.
5. Lawfulness. The image and its intended use comply with the laws of the Netherlands, the European Union, and any jurisdiction in which Customer or Customer's end-users are located.

Each warranty is given afresh for every Reference Image. Supplying an image, by any means including an application programming interface, constitutes the giving of every warranty in this clause in respect of that image, with the same effect as if it had been signed for separately. Customer may not rely on a warranty given for an earlier image.

4.Provenance and evidence

For every Reference Image, Customer shall supply a Provenance Record stating at minimum: the AI system or service used to generate it, the approximate date of generation, and whether the image carries embedded provenance metadata (such as C2PA Content Credentials).

Customer shall, within 5 business days of a written request, produce evidence substantiating any Provenance Record, including generation logs, account records with the originating service, or the original file with metadata intact. Failure to produce such evidence entitles Provider to treat the corresponding warranty as breached.

Where Customer supplies images through an application programming interface, the Provenance Record is the information transmitted with each request. It is required for every supply and carries the same effect as a Provenance Record given in writing.

Customer acknowledges that Provider may run automated checks on Reference Images, including metadata inspection, perceptual hashing, reverse image search, and classification for apparent age and for resemblance to known public figures. These checks are for Provider's own risk management. They do not verify Customer's warranties, do not reduce Customer's obligations, and no inference may be drawn from Provider having accepted an image.

5.Acceptance is not approval

Provider may accept, reject, or later withdraw any Reference Image at its sole discretion, with or without reason. Provider is under no obligation to review any Reference Image and gives no representation that it has done so. Acceptance of a Reference Image is not a finding that the image complies with clause 3, is not a waiver of any warranty, and does not transfer any part of Customer's responsibility under this Agreement to Provider.

Acceptance may be automatic. Provider may decide any Reference Image by automated means, without a natural person examining it, and may enable or disable that for Customer's account at any time without notice. An image accepted automatically has been examined by no one. Customer shall not treat acceptance, however reached and however quickly, as review, endorsement, or confirmation that any warranty in clause 3 is true.

6.Prohibited content

Reference Images and Outputs are subject to the prohibitions in the Content Moderation Policy and the Terms of Service. In addition, and without limitation, Customer shall not supply a Reference Image, or use a Character, to produce:

1. sexual content involving a minor or a person appearing to be a minor, in any framing, fictional or otherwise;
2. intimate imagery of an identifiable real person, whether or not that person consented to the original image, and whether or not the result is synthetic;
3. content depicting a real person in a manner likely to deceive as to its authenticity;
4. content intended to harass, defame, extort, or impersonate any person.

7.Synthetic media marking

Outputs are artificially generated. Provider marks Outputs as synthetic in a machine-readable form where technically available. Where Customer publishes, distributes, or makes an Output available to end-users, Customer is responsible for any disclosure obligation applicable to Customer under Article 50 of Regulation (EU) 2024/1689 (the AI Act) or equivalent law, and shall not remove, obscure, or defeat any marking applied by Provider.

8.Retention, withdrawal and deletion

Customer may withdraw a Reference Image at any time by written notice, on which Provider shall delete the image and, at Customer's election, the derived Character. Provider may retain a cryptographic hash of a withdrawn image and the associated Provenance Record for the purpose of enforcing this Agreement and preventing re-supply.

On termination, or on Provider forming the view that a warranty has been breached, Provider may delete any Reference Image, Character, and Output derived from it, without notice and without liability for that deletion.

9.Indemnity

Customer shall indemnify Provider, and its officers, employees and contractors, against all claims, proceedings, penalties, fines, losses and reasonable legal costs arising out of or in connection with a breach of clause 3, clause 4 or clause 6, including claims brought by a person depicted or allegedly depicted in a Reference Image or Output, and regulatory action taken in respect of such an image.

This indemnity is uncapped in respect of clause 3.3 (minors) and clause 6.1 and 6.2, and is otherwise capped at the greater of the fees paid by Customer in the twelve months preceding the claim and EUR 50,000.

10.Duration, suspension and termination

This Agreement takes effect on countersignature and continues until ended under this clause. It governs every Reference Image supplied while it is in effect.

Either party may end it on written notice, with immediate effect. Provider may also withdraw it from Customer's account without notice, on which further supply is refused. Ending this Agreement does not affect Characters already created or Outputs already generated, and does not affect the record Provider keeps under clause 11 of what was supplied while it was in effect.

Where the text of this Agreement is revised, Provider may require Customer to sign the revised version before supplying further Reference Images. Images already supplied remain governed by the version in force when they were supplied.

Provider may suspend Customer's access, refuse further Reference Images, and terminate this Agreement immediately on written notice where Provider reasonably suspects a breach of clause 3, 4 or 6. Provider is not required to substantiate that suspicion before acting, and may report unlawful content to competent authorities.

Termination does not affect clauses 3, 4, 8, 9 and 11, which survive.

11.Records

Provider maintains, for each Reference Image, a record of the supplying entity, the supplying individual, the time of supply, the Provenance Record, the result of any automated check, and the acceptance decision. Provider retains these records for the duration of the Agreement and for five years thereafter, as evidence of the diligence performed. Customer acknowledges this retention is necessary for Provider's legitimate interests and for compliance with law.

12.General

This Agreement is governed by the laws of the Netherlands, and the courts of the Netherlands have exclusive jurisdiction. It may only be amended in writing signed by both parties. If any provision is held unenforceable, the remainder continues in effect.

13.Signatures

This Agreement is executed electronically and signed once. Customer signs by typing their name, which records the text displayed, its digest, the signatory, the time and the originating IP address. Provider countersigns, and the fully executed copy is emailed to Customer as a PDF. An electronic signature has the same legal effect as a handwritten one under Regulation (EU) 910/2014 (eIDAS) and Dutch law.

Once countersigned, this Agreement governs every Reference Image Customer supplies thereafter. No separate signature is required per image or per batch. Nothing in this clause reduces the warranties in clause 3, which are given afresh for each image supplied.

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