Creator Agreement

1. ELIGIBILITY

To participate in the Creator Program, you must: (a) be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) have a valid REPLR account on the Creator tier or above; (c) provide accurate and complete tax information as required for payment processing; (d) comply with all applicable laws and regulations, including tax reporting obligations; and (e) agree to and comply with the terms of this Agreement, the Terms of Service, and the Acceptable Use Policy.

2. CREATOR CONTENT

2.1 Ownership. You retain all rights, title, and interest in and to the original content you create, including REPLR configurations, system prompts, personality settings, custom knowledge base materials, and associated creative assets (collectively, "Creator Content"). Nothing in this Agreement transfers ownership of your Creator Content to REPLR.

2.2 License Grant. By publishing Creator Content to the REPLR Marketplace, you grant REPLR a worldwide, non-exclusive, royalty-free (subject to the revenue share provisions below), sublicensable license to: (a) host, store, reproduce, and display your Creator Content on the Service; (b) make your Creator Content available to users of the Service for interactive use (i.e., chatting with your published REPLR); (c) use your Creator Content's name, tagline, and description for promotional purposes on the Service and in marketing materials; and (d) create derivative technical representations of your Creator Content as necessary for service operation (e.g., embeddings, caching, analytics). This license continues for so long as your Creator Content remains published on the Marketplace.

2.3 Representations. You represent and warrant that: (a) you have the right and authority to grant the licenses in this Agreement; (b) your Creator Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party; (c) your Creator Content complies with the Acceptable Use Policy; and (d) you have obtained all necessary consents and permissions for any third-party materials incorporated into your Creator Content.

3. REVENUE SHARE

3.1 Revenue Split. REPLR will pay you seventy percent (70%) of the Net Revenue generated by your published Creator Content on the Marketplace. "Net Revenue" means gross revenue received by REPLR from users interacting with your Creator Content, minus: (a) payment processing fees (typically 2.9% + $0.30 per transaction); (b) applicable taxes and withholdings; and (c) refunds or chargebacks attributable to your Creator Content.

3.2 Revenue Attribution. Revenue is attributed to your Creator Content based on the messages and voice minutes consumed by users during interactions with your published REPLRs, calculated on a per-message and per-minute basis according to the user's subscription tier and usage.

3.3 Reporting. You may access real-time earnings data, usage analytics, and revenue breakdowns through the Creator Studio dashboard available within the Service. REPLR will provide monthly earnings statements summarizing your total earnings, applicable deductions, and net payable amount.

4. PAYOUTS

4.1 Minimum Threshold. Payouts are available once your accrued balance reaches a minimum of twenty-five U.S. dollars ($25.00). Balances below the minimum threshold will roll over to the next payout period.

4.2 Payout Schedule. Payouts are processed on a monthly basis, with payments initiated within ten (10) business days following the end of each calendar month. REPLR reserves the right to hold payments for up to thirty (30) days for fraud review on new Creator accounts.

4.3 Payment Methods. Payments are made via Stripe Connect or such other payment service as REPLR may designate. You are responsible for maintaining accurate and current payment information. REPLR is not responsible for failed payments due to inaccurate payment details provided by you.

4.4 Taxes. You are solely responsible for reporting and paying all applicable taxes on amounts earned through the Creator Program. REPLR may withhold taxes as required by law and will provide applicable tax forms (e.g., IRS Form 1099-MISC for U.S. Creators earning $600 or more in a calendar year). If you are located outside the United States, you may be required to provide a W-8BEN or equivalent form.

5. MARKETPLACE CONTENT GUIDELINES

In addition to the Acceptable Use Policy, Creator Content published to the Marketplace must:

• Be original or properly licensed — plagiarized or copied character configurations from other creators are prohibited
• Have accurate, non-misleading names, descriptions, and taglines
• Not contain deceptive claims about the REPLR's capabilities or purpose
• Be appropriately categorized and tagged
• Not include hidden instructions designed to manipulate users, extract personal information, or bypass platform safety measures
• Not be created primarily for the purpose of artificially inflating metrics or gaming the ranking algorithm

6. REVIEW AND MODERATION

6.1 Review Process. REPLR reserves the right to review, approve, reject, or remove any Creator Content from the Marketplace at its sole discretion. We may use automated systems and human review to assess Creator Content for compliance with this Agreement and applicable policies.

6.2 Removal. If Creator Content is found to violate this Agreement, the Acceptable Use Policy, or applicable law, REPLR may: (a) remove the Creator Content from the Marketplace; (b) suspend revenue accrual for the affected Creator Content; (c) withhold pending payments subject to investigation; and/or (d) terminate your Creator Program participation pursuant to Section 7.

6.3 Ratings and Reviews. Users may rate and review your Creator Content. You may not solicit, purchase, or artificially manipulate ratings or reviews. REPLR reserves the right to remove fraudulent reviews and take enforcement action against manipulation.

7. TERMINATION

7.1 By Creator. You may terminate your participation in the Creator Program at any time by unpublishing your Creator Content from the Marketplace and downgrading your account. Upon termination, you will receive payment for any accrued earnings above the minimum threshold within thirty (30) days.

7.2 By REPLR. REPLR may terminate your Creator Program participation immediately upon notice if: (a) you breach this Agreement or any REPLR policy; (b) your Creator Content is the subject of repeated valid complaints or takedown requests; (c) your account is terminated under the Terms of Service; or (d) REPLR discontinues the Creator Program (with sixty (60) days prior notice for program discontinuation).

7.3 Effect of Termination. Upon termination, the license granted in Section 2.2 terminates, and REPLR will remove your Creator Content from the Marketplace within a commercially reasonable time. Sections 2.3, 3 (for amounts accrued prior to termination), 4, 8, and 9 survive termination.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless REPLR and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Creator Content; (b) your breach of this Agreement; (c) your violation of any applicable law or regulation; or (d) any third-party claim that your Creator Content infringes the intellectual property or other rights of any third party.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPLR'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO YOU BY REPLR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL REPLR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE, REGARDLESS OF THE THEORY OF LIABILITY.

10. MODIFICATIONS

REPLR may modify this Agreement by providing you with at least thirty (30) days' prior written notice (via email or in-app notification). Your continued participation in the Creator Program after such notice period constitutes your acceptance of the modified terms. If you do not agree to the modified terms, you must terminate your participation before the changes take effect.

11. CONTACT

For questions about this Agreement or the Creator Program, contact us at creators@replr.ai or legal@replr.ai.