Creator Terms of Use

These Creator Terms of Use (the "Agreement") are entered into between you (or the entity you represent) ("Creator") and 1001454451 Ontario Inc., carrying on business as "PersonaOn" ("PersonaOn," "we," "us"). The Agreement governs Creator's access to and use of PersonaOn's creator platform and related Services (defined below) for the purpose of building, configuring, deploying, and (where applicable) monetizing AI-powered Personas. PersonaOn and Creator are each a "Party" and together the "Parties."

By registering for the PersonaOn Studio (or any successor portal), or by accessing or using the Services as a Creator, you accept this Agreement and represent that you have authority to do so on behalf of yourself and the entity (if any) you represent. Acceptance of this Agreement also constitutes your acknowledgment of, and where applicable consent to, the Biometric Consent Form, and incorporates the PersonaOn Privacy Policy and Terms of Use by reference. Where this Agreement conflicts with the Terms of Use as applied to your activities as a Creator, this Agreement controls.

We may modify this Agreement from time to time by posting an updated version on the Services or by notifying Creator by email. Continued use of the Services after the effective date of an update constitutes acceptance. If Creator does not accept any modification, Creator's sole remedy is to stop using the Services.

Services and Support
Creator Content and Personas
Restrictions and Creator Responsibilities
Confidentiality
Intellectual Property
Fees and Creator Payments
Term and Termination
Software Security
Warranty Disclaimer
Limitation of Liability
Trade Compliance
Miscellaneous

Services and Support

Subject to this Agreement, PersonaOn will make available to Creator the PersonaOn Studio, APIs, software, documentation, and related tools that enable the creation, configuration, deployment, and operation of AI-powered personas (each a "Persona" and together with the foregoing, the "Services"). PersonaOn may modify the Services from time to time at its discretion, and will provide reasonable notice of material modifications likely to adversely affect Creator.
Creator authorizes PersonaOn to make Personas Creator publishes available to PersonaOn end users ("End Users") through the Services, including (where Creator elects) by listing Personas in directories, search results, or recommendation surfaces, and by enabling End Users to interact with Personas via web, mobile, voice, video, real-time meeting integrations, and other supported channels.
PersonaOn will use commercially reasonable efforts to keep the Services available, but reserves the right to suspend access for (a) scheduled or emergency maintenance, (b) security or fraud concerns, (c) Creator's breach of this Agreement, or (d) failure to pay amounts owed.
PersonaOn will provide reasonable support during ordinary business hours through the channels we publish from time to time. Premium support tiers, where offered, are governed by a separate order or service description.

Creator Content and Personas

Creator Content. "Creator Content" means all content that Creator (or persons acting on Creator's behalf, "Authorized Users") provides through the Services to build or operate a Persona, including text, documents, audio recordings, voice samples, photographs, videos, motion data, knowledge base materials, configuration parameters, and Persona instructions. Creator is solely responsible for the accuracy, completeness, lawfulness, and quality of Creator Content, and for obtaining all rights, consents, and authorizations necessary to upload it and to permit PersonaOn to use it as described in this Agreement.
Biometric Information. To generate a Persona that resembles Creator (including features such as a synthetic voice modeled on Creator's voice, or an avatar modeled on Creator's likeness), PersonaOn and its subprocessors may derive biometric information or biometric identifiers from Creator Content, including a voiceprint and a scan of facial geometry. Such biometric data is treated as sensitive personal information under PIPEDA, Quebec Law 25, and applicable U.S. state laws. Creator's collection, use, retention, and disclosure of such biometric information is governed by the Biometric Consent Form, which Creator acknowledges having read and to which Creator (and any Authorized Users whose biometric information is processed) hereby provides express consent. Creator represents and warrants that it owns or has obtained all necessary rights and consents (including from any individual whose voice, face, or likeness is included in Creator Content) to permit PersonaOn's processing of biometric information as described.
Persona Output. "Persona Output" means content generated by a Persona in response to End User inputs ("End User Input"). Persona Output is generated by AI and is not tested, verified, or guaranteed by PersonaOn. Persona Output for a given input may resemble or coincide with output generated for similar inputs by Personas of other Creators or by other AI systems. Creator and End Users should review Persona Output before relying on it. PersonaOn is not responsible for monitoring or verifying End User Input or Persona Output, or for inaccuracies arising from errors in Creator Content or End User Input.
Ownership of Creator Content. As between the Parties, Creator retains all right, title, and interest (including intellectual property rights) in and to Creator Content. Creator grants PersonaOn a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, reproduce, transmit, display, perform, modify (including for technical purposes such as transcoding, formatting, or training a Persona-specific model), and otherwise use Creator Content solely as necessary to provide the Services, to perform under this Agreement, or to comply with applicable law. The foregoing licence includes the right to host, display, and feature Creator's Persona on publicly accessible pages of the Services where Creator has elected to make the Persona public.
Moral Rights and Right of Publicity. To the extent applicable law (including section 14.1 of the Canadian Copyright Act) permits, Creator waives any moral rights in Creator Content in favour of PersonaOn and persons authorized by PersonaOn, to the extent necessary for us to exercise the licence granted above. Where any portion of a Persona constitutes a "digital replica," "synthetic media," "artificial likeness," or comparable category under any applicable law (including California AB 2602, Tennessee's ELVIS Act, the New York right-of-publicity statute, or successor or similar laws), Creator grants PersonaOn a limited, non-exclusive licence to create, host, and operate such digital replica solely as necessary to provide the Services to Creator. Creator represents and warrants that it has obtained all consents and licences required by law from any person depicted, voiced, or otherwise represented by a Persona.

Restrictions and Creator Responsibilities

Creator is solely responsible for all use of the Services under Creator's account, including the acts and omissions of Authorized Users. Creator will impose obligations on Authorized Users that are at least as protective of PersonaOn as those set out in this Agreement and will be liable for any breach by an Authorized User.
End Users may interact with Creator's Personas through the Services in accordance with Creator's published settings. Subject to PersonaOn's content policies, Creator may configure the available scope of Persona Output, restrict topics, and impose other reasonable controls.
Creator will not, and will not permit Authorized Users or any third party to: (a) reverse-engineer, decompile, disassemble, or attempt to derive the source code, model weights, training data, or trade secrets of the Services or any underlying AI/ML system, except to the extent applicable law expressly permits and only after providing PersonaOn prior written notice; (b) copy, modify, translate, or create derivative works of the Services other than as expressly permitted; (c) use the Services for time-sharing, service-bureau, or rental purposes other than the operation of Personas as contemplated; (d) remove any proprietary, copyright, or trademark notices; (e) use the Services, any Persona, or any Persona Output to develop, train, fine-tune, or improve any AI model, language model, or other competing product, including by means of model extraction, distillation, or scraping; (f) generate or facilitate generation of content that is unlawful, infringing, defamatory, harassing, sexually exploitative of any person (especially minors), or that violates any applicable law (including U.S. and foreign laws regarding privacy, intellectual property, consumer protection, deepfakes, election integrity, and biometric data); (g) impersonate any natural person without that person's verifiable consent and lawful authority, including by creating a Persona that uses the name, voice, likeness, or persona of a real person without such consent; (h) use the Services to send commercial electronic messages in violation of CASL or to violate the U.S. Telephone Consumer Protection Act, CAN-SPAM Act, or any equivalent law; (i) introduce malware or interfere with the security or operation of the Services; or (j) facilitate any of the foregoing.
Creator is responsible for compliance with all laws applicable to its operation of Personas, including (without limitation) Canadian and provincial consumer protection laws, advertising and competition laws (including Canada's Competition Act), telemarketing and CASL rules, financial-services or healthcare regulations to the extent applicable to Persona use cases, intellectual property laws, biometric privacy laws (including PIPEDA, Quebec Law 25, BIPA, Texas CUBI, and the Washington My Health My Data Act), Canadian and U.S. privacy laws generally, and any laws specific to AI or generative-AI deployments. Creator is responsible for any disclosures required to be made to End Users (for example, disclosing that End Users are interacting with AI, where required) and for any consents required to be obtained from End Users (for example, recording or transcript notices in jurisdictions that require them, including bilateral consent jurisdictions).
Quebec deployments. If Creator targets End Users in Quebec, Creator will comply with Quebec Law 25, including (where applicable) conducting a Privacy Impact Assessment before deploying biometric features and providing notice to the Commission d'accès à l'information du Québec at least 60 days before deploying any system using biometric characteristics for verification or identification. Creator will provide Persona-related materials in French where required by Quebec's Charter of the French Language and Bill 96.
Creator will reasonably cooperate with PersonaOn in connection with the operation of the Services, including by providing information reasonably required for trust-and-safety, identity verification, payment, tax, and dispute-resolution purposes.
Creator Indemnity. To the extent permitted by applicable law, Creator will defend, indemnify, and hold harmless PersonaOn and its affiliates, officers, directors, employees, and agents from and against any claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) Creator Content; (b) Creator's or any Authorized User's use of the Services; (c) any Persona operated by Creator or any Persona Output generated by such a Persona; (d) Creator's breach of this Agreement; or (e) any claim that Creator Content or a Persona infringes, misappropriates, or violates the rights of any third party (including rights of publicity, privacy, intellectual property, and biometric privacy rights).
Creator is responsible for the security of its PersonaOn account credentials and for all activity occurring under the account, whether authorized or not. Creator will notify PersonaOn promptly of any suspected unauthorized access.
Third-Party Services. The Services rely on, integrate with, or interoperate with third-party services and APIs, which may include (without limitation) cloud infrastructure providers, AI agent and model providers, speech recognition providers, voice synthesis providers, avatar rendering providers, real-time communication and meeting capture providers, payment processors, and analytics and support vendors (the "Third-Party Services"). PersonaOn does not control, and is not responsible for, the operation, availability, accuracy, or terms of any Third-Party Service. Creator's use of any Third-Party Service is governed by its own terms and may be subject to separate fees. Creator is responsible for complying with the terms of any Third-Party Service relevant to its use of the Services. PersonaOn may change Third-Party Service vendors from time to time at its discretion.

Confidentiality

"Proprietary Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") relating to the Disclosing Party's business, products, technology, customers, prospects, finances, or operations. Proprietary Information includes the existence and contents of this Agreement (other than the fact of the relationship), Creator Content, and PersonaOn's product and pricing information not generally available to the public.
The Receiving Party will (a) use Proprietary Information solely for purposes of performing this Agreement, (b) limit access to its employees and contractors who need to know it and who are bound by confidentiality obligations at least as protective as those here, and (c) protect Proprietary Information using at least the same care it uses for its own confidential information of similar importance, but no less than reasonable care.
The obligations above do not apply to information that the Receiving Party can show: (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction before receipt; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of the Disclosing Party's Proprietary Information. The Receiving Party may disclose Proprietary Information to the extent required by law or court order, provided it gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.
Creator Content is Creator's Proprietary Information. PersonaOn may, however, retain Proprietary Information as required by applicable law or as part of routine archival and back-up systems, subject to ongoing confidentiality obligations. PersonaOn may also generate, retain, and use de-identified, aggregated, or statistical data derived from operation of the Services for any lawful purpose, provided such data does not identify Creator or any End User.
Either Party may disclose the existence of the relationship and PersonaOn may identify Creator as a customer in customer lists, case studies, and similar marketing materials, subject to any branding guidelines Creator has provided in writing.

Intellectual Property

PersonaOn retains all right, title, and interest (including all intellectual property rights) in and to the Services, including the PersonaOn Studio, APIs, software, documentation, infrastructure, models, model weights, training methodology, datasets owned or licensed by PersonaOn, telemetry, and improvements, modifications, and derivative works of any of the foregoing ("PersonaOn IP"). PersonaOn IP does not include Creator Content. No rights are granted to Creator other than as expressly set forth in this Agreement; all other rights are reserved.
Subject to Creator's compliance with this Agreement, PersonaOn grants Creator a non-exclusive, non-transferable (except as expressly permitted), non-sublicensable licence during the Term to access and use the Services solely for Creator's permitted purposes under this Agreement.
Creator hereby assigns to PersonaOn, on a perpetual, irrevocable, and royalty-free basis, all right, title, and interest in any feedback, suggestions, ideas, enhancement requests, recommendations, bug reports, or other information Creator provides relating to the Services. PersonaOn may use such feedback for any purpose without obligation to Creator.
Persona-Specific Models. To the extent PersonaOn trains or fine-tunes a model specifically to imitate Creator (for example, a synthetic voice model trained on Creator-provided voice samples), PersonaOn will use such Persona-specific model only to operate Creator's Persona for Creator under this Agreement, and will not use it to operate any other Creator's Persona. PersonaOn may use general-purpose learnings and improvements derived from operating the Services to improve the Services overall, provided that such use does not result in Persona-specific imitation of Creator outside of Creator's Persona.

Fees and Creator Payments

PersonaOn Fees. Creator will pay all fees set forth in the order Creator places through the PersonaOn Studio or the then-current pricing schedule at /pricing (collectively, the "Fees"). Fees are billed through our third-party payment processor (currently Stripe, Inc.), and Creator's use of the payment processor is also governed by the processor's terms. Creator authorizes PersonaOn (through the processor) to charge Creator's designated payment method for all Fees as they become due. Where Creator has enabled auto-renewal or auto-recharge, Creator authorizes recurring charges until cancellation. All Fees are non-refundable except as expressly stated or required by law.
Late Payments. If Creator fails to pay any amount when due, without limiting PersonaOn's other rights and remedies, PersonaOn may (a) charge interest at the lesser of 1% per month (12.68% per annum) or the maximum permitted by law; (b) recover collection costs (including reasonable legal fees); and (c) after 10 days' continued failure, suspend Creator's access to the Services until amounts are paid in full.
Creator Payments. Where Creator monetizes a Persona through the Services (for example, by enabling paid End-User access), PersonaOn will calculate and remit "Creator Payments" to Creator in accordance with the applicable revenue-share or compensation terms set forth at /pricing or in a separate order. Creator's receipt of Creator Payments is conditioned on (a) Creator providing all information required for payment, including a valid CRA Form (such as a T4A SIN/business number declaration for Canadian persons, IRS Form W-9 for U.S. persons, or W-8 series form for non-U.S. persons), banking information, and tax ID information; and (b) Creator's continued compliance with this Agreement.
Taxes. Fees and Creator Payments are exclusive of taxes. Creator is responsible for all GST/HST/QST, sales, use, value-added, withholding, and similar taxes associated with its activity, other than taxes based on PersonaOn's net income. Where PersonaOn is required to collect tax, it will add such tax to the Fees and remit it to the applicable authority. Where withholding is required by law, Creator will pay any required withholding directly without reducing the amount paid to PersonaOn.
Disputed Charges. Creator must dispute any Fees in writing within 30 days after the invoice or charge date; Fees not disputed within that period are deemed accepted.

Term and Termination

This Agreement begins when Creator accepts it and continues until terminated as provided here (the "Term"). Subscription terms for Paid Features, where applicable, are described in the relevant order.
Termination for Convenience. Creator may terminate this Agreement at any time by ceasing use of the Services and deleting Creator's account, subject to any minimum-term commitments. PersonaOn may terminate this Agreement at any time on 30 days' notice.
Termination for Cause. Either Party may terminate this Agreement immediately on written notice if the other Party materially breaches the Agreement and fails to cure within 30 days after notice (or 10 days for payment defaults). PersonaOn may suspend or terminate immediately for breaches that pose security, legal, or trust-and-safety risks.
Effect of Termination. On termination or expiration: (a) Creator's right to use the Services ends; (b) Creator will pay all unpaid Fees accrued before termination; (c) for a period of six (6) months after termination, Creator may request PersonaOn to retain Creator Content (and PersonaOn will use commercially reasonable efforts to do so), after which PersonaOn will delete or anonymize Creator Content, except as required by law or PersonaOn's reasonable backup and retention policies; (d) provisions that by their nature should survive — including confidentiality, intellectual property, accrued payment obligations, indemnities, warranty disclaimers, and limitations of liability — will survive.
Suspension. PersonaOn may suspend Creator's access to the Services without prior notice if (a) required by law, (b) necessary to protect security or trust-and-safety, (c) Creator fails to pay amounts due, or (d) PersonaOn reasonably believes Creator is in material breach. PersonaOn will use reasonable efforts to provide notice of suspension and the basis for it as soon as practicable.

Software Security

PersonaOn will not knowingly include in any software released to Creator any malicious code, time bombs, logic bombs, trojans, worms, back doors, drop-dead devices, or similar code or instructions designed to disrupt, disable, harm, or impede the operation of Creator's systems or data. If Creator notifies PersonaOn in writing of any such code, PersonaOn will, within 30 days, either correct the noncompliance or provide a remediation plan reasonably acceptable to Creator. Failure to do so within that period entitles Creator to terminate this Agreement as Creator's sole and exclusive remedy for such noncompliance.

Warranty Disclaimer

Except as expressly stated here, the Services, any Proprietary Information of PersonaOn, and any Outputs are provided on an "as is" and "as available" basis. PersonaOn and its affiliates, licensors, and suppliers disclaim, to the maximum extent permitted by law, all warranties, conditions, and representations, express, implied, statutory, or otherwise, including warranties or conditions of merchantability, fitness for a particular purpose, durability, non-infringement, accuracy, and arising from course of dealing. PersonaOn does not warrant that the Services will be uninterrupted, error-free, or free from harmful code, or that Persona Outputs will be accurate, complete, or appropriate for any use case. Nothing in this section excludes or limits warranties that cannot lawfully be excluded or limited under applicable law.

Limitation of Liability

To the maximum extent permitted by law, in no event will PersonaOn or its affiliates, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business, or for the cost of substitute goods, services, or technology, arising out of or relating to this Agreement or the Services, even if advised of the possibility of such damages. PersonaOn's total aggregate liability arising out of or related to this Agreement will not exceed the lesser of (a) ten thousand Canadian dollars (CAD $10,000) and (b) the Fees paid by Creator to PersonaOn in the three (3) months preceding the event giving rise to liability. The foregoing limitations apply notwithstanding the failure of any essential purpose of any limited remedy. The limitations do not apply to damages arising from gross negligence, willful misconduct, fraud, or any other liability that cannot be limited or excluded by applicable law.

Trade Compliance

Creator will comply with all applicable Canadian, U.S., and other export-control, sanctions, and anti-boycott laws, including the Canadian Special Economic Measures Act, the U.S. Export Administration Regulations, and U.S. Treasury OFAC sanctions programs. Creator will not export, re-export, or otherwise transfer the Services or any related technology to (a) any country subject to a comprehensive Canadian or U.S. embargo; (b) any person on a Canadian or U.S. list of restricted parties; or (c) any end use prohibited by export-control law.

Miscellaneous

Governing Law and Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. Subject to the dispute-resolution provisions of the Terms of Use, the Parties attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto. Either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.
Assignment. Creator may not assign or transfer this Agreement, in whole or in part, without PersonaOn's prior written consent. PersonaOn may assign this Agreement, in whole or in part, including in connection with a financing, merger, acquisition, or sale of assets. Any unauthorized assignment is void.
Notices. Notices to PersonaOn must be sent to admin@personaon.com and to 1001454451 Ontario Inc., carrying on business as "PersonaOn", Address available on request via admin@personaon.com. Notices to Creator may be sent to the email or postal address associated with Creator's account.
Entire Agreement; Order of Precedence. This Agreement (together with the Privacy Policy, Biometric Consent Form, and any orders or supplemental terms expressly incorporated by reference) is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous communications and agreements. In case of conflict between this Agreement and the Terms of Use as applied to Creator's activities, this Agreement controls; in case of conflict between this Agreement and a written order signed by both Parties, the order controls.
Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest will remain in effect. No waiver of any provision is effective unless in writing, and no waiver constitutes a continuing waiver.
Force Majeure. PersonaOn will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, internet or utility failures, public health emergencies, and acts of governmental authority.
Marketing. Creator agrees that PersonaOn may identify Creator as a customer and use Creator's name and logo for marketing purposes (including in customer lists, case studies, and on PersonaOn's website), subject to any branding guidelines Creator provides.
Legal Fees. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable legal fees and costs, to the extent permitted by law.
Language. The Parties have requested that this Agreement be drawn up in English. Les parties ont demandé que cette convention soit rédigée en anglais.

See also: Terms of Use · Privacy Policy · Biometric Consent

Services and Support
Creator Content and Personas
Restrictions and Creator Responsibilities
Confidentiality
Intellectual Property
Fees and Creator Payments
Term and Termination
Software Security
Warranty Disclaimer
Limitation of Liability
Trade Compliance
Miscellaneous

Services and Support

Subject to this Agreement, PersonaOn will make available to Creator the PersonaOn Studio, APIs, software, documentation, and related tools that enable the creation, configuration, deployment, and operation of AI-powered personas (each a "Persona" and together with the foregoing, the "Services"). PersonaOn may modify the Services from time to time at its discretion, and will provide reasonable notice of material modifications likely to adversely affect Creator.
Creator authorizes PersonaOn to make Personas Creator publishes available to PersonaOn end users ("End Users") through the Services, including (where Creator elects) by listing Personas in directories, search results, or recommendation surfaces, and by enabling End Users to interact with Personas via web, mobile, voice, video, real-time meeting integrations, and other supported channels.
PersonaOn will use commercially reasonable efforts to keep the Services available, but reserves the right to suspend access for (a) scheduled or emergency maintenance, (b) security or fraud concerns, (c) Creator's breach of this Agreement, or (d) failure to pay amounts owed.
PersonaOn will provide reasonable support during ordinary business hours through the channels we publish from time to time. Premium support tiers, where offered, are governed by a separate order or service description.

Creator Content and Personas

Creator Content. "Creator Content" means all content that Creator (or persons acting on Creator's behalf, "Authorized Users") provides through the Services to build or operate a Persona, including text, documents, audio recordings, voice samples, photographs, videos, motion data, knowledge base materials, configuration parameters, and Persona instructions. Creator is solely responsible for the accuracy, completeness, lawfulness, and quality of Creator Content, and for obtaining all rights, consents, and authorizations necessary to upload it and to permit PersonaOn to use it as described in this Agreement.
Biometric Information. To generate a Persona that resembles Creator (including features such as a synthetic voice modeled on Creator's voice, or an avatar modeled on Creator's likeness), PersonaOn and its subprocessors may derive biometric information or biometric identifiers from Creator Content, including a voiceprint and a scan of facial geometry. Such biometric data is treated as sensitive personal information under PIPEDA, Quebec Law 25, and applicable U.S. state laws. Creator's collection, use, retention, and disclosure of such biometric information is governed by the Biometric Consent Form, which Creator acknowledges having read and to which Creator (and any Authorized Users whose biometric information is processed) hereby provides express consent. Creator represents and warrants that it owns or has obtained all necessary rights and consents (including from any individual whose voice, face, or likeness is included in Creator Content) to permit PersonaOn's processing of biometric information as described.
Persona Output. "Persona Output" means content generated by a Persona in response to End User inputs ("End User Input"). Persona Output is generated by AI and is not tested, verified, or guaranteed by PersonaOn. Persona Output for a given input may resemble or coincide with output generated for similar inputs by Personas of other Creators or by other AI systems. Creator and End Users should review Persona Output before relying on it. PersonaOn is not responsible for monitoring or verifying End User Input or Persona Output, or for inaccuracies arising from errors in Creator Content or End User Input.
Ownership of Creator Content. As between the Parties, Creator retains all right, title, and interest (including intellectual property rights) in and to Creator Content. Creator grants PersonaOn a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, reproduce, transmit, display, perform, modify (including for technical purposes such as transcoding, formatting, or training a Persona-specific model), and otherwise use Creator Content solely as necessary to provide the Services, to perform under this Agreement, or to comply with applicable law. The foregoing licence includes the right to host, display, and feature Creator's Persona on publicly accessible pages of the Services where Creator has elected to make the Persona public.
Moral Rights and Right of Publicity. To the extent applicable law (including section 14.1 of the Canadian Copyright Act) permits, Creator waives any moral rights in Creator Content in favour of PersonaOn and persons authorized by PersonaOn, to the extent necessary for us to exercise the licence granted above. Where any portion of a Persona constitutes a "digital replica," "synthetic media," "artificial likeness," or comparable category under any applicable law (including California AB 2602, Tennessee's ELVIS Act, the New York right-of-publicity statute, or successor or similar laws), Creator grants PersonaOn a limited, non-exclusive licence to create, host, and operate such digital replica solely as necessary to provide the Services to Creator. Creator represents and warrants that it has obtained all consents and licences required by law from any person depicted, voiced, or otherwise represented by a Persona.

Restrictions and Creator Responsibilities

Creator is solely responsible for all use of the Services under Creator's account, including the acts and omissions of Authorized Users. Creator will impose obligations on Authorized Users that are at least as protective of PersonaOn as those set out in this Agreement and will be liable for any breach by an Authorized User.
End Users may interact with Creator's Personas through the Services in accordance with Creator's published settings. Subject to PersonaOn's content policies, Creator may configure the available scope of Persona Output, restrict topics, and impose other reasonable controls.
Creator will not, and will not permit Authorized Users or any third party to: (a) reverse-engineer, decompile, disassemble, or attempt to derive the source code, model weights, training data, or trade secrets of the Services or any underlying AI/ML system, except to the extent applicable law expressly permits and only after providing PersonaOn prior written notice; (b) copy, modify, translate, or create derivative works of the Services other than as expressly permitted; (c) use the Services for time-sharing, service-bureau, or rental purposes other than the operation of Personas as contemplated; (d) remove any proprietary, copyright, or trademark notices; (e) use the Services, any Persona, or any Persona Output to develop, train, fine-tune, or improve any AI model, language model, or other competing product, including by means of model extraction, distillation, or scraping; (f) generate or facilitate generation of content that is unlawful, infringing, defamatory, harassing, sexually exploitative of any person (especially minors), or that violates any applicable law (including U.S. and foreign laws regarding privacy, intellectual property, consumer protection, deepfakes, election integrity, and biometric data); (g) impersonate any natural person without that person's verifiable consent and lawful authority, including by creating a Persona that uses the name, voice, likeness, or persona of a real person without such consent; (h) use the Services to send commercial electronic messages in violation of CASL or to violate the U.S. Telephone Consumer Protection Act, CAN-SPAM Act, or any equivalent law; (i) introduce malware or interfere with the security or operation of the Services; or (j) facilitate any of the foregoing.
Creator is responsible for compliance with all laws applicable to its operation of Personas, including (without limitation) Canadian and provincial consumer protection laws, advertising and competition laws (including Canada's Competition Act), telemarketing and CASL rules, financial-services or healthcare regulations to the extent applicable to Persona use cases, intellectual property laws, biometric privacy laws (including PIPEDA, Quebec Law 25, BIPA, Texas CUBI, and the Washington My Health My Data Act), Canadian and U.S. privacy laws generally, and any laws specific to AI or generative-AI deployments. Creator is responsible for any disclosures required to be made to End Users (for example, disclosing that End Users are interacting with AI, where required) and for any consents required to be obtained from End Users (for example, recording or transcript notices in jurisdictions that require them, including bilateral consent jurisdictions).
Quebec deployments. If Creator targets End Users in Quebec, Creator will comply with Quebec Law 25, including (where applicable) conducting a Privacy Impact Assessment before deploying biometric features and providing notice to the Commission d'accès à l'information du Québec at least 60 days before deploying any system using biometric characteristics for verification or identification. Creator will provide Persona-related materials in French where required by Quebec's Charter of the French Language and Bill 96.
Creator will reasonably cooperate with PersonaOn in connection with the operation of the Services, including by providing information reasonably required for trust-and-safety, identity verification, payment, tax, and dispute-resolution purposes.
Creator Indemnity. To the extent permitted by applicable law, Creator will defend, indemnify, and hold harmless PersonaOn and its affiliates, officers, directors, employees, and agents from and against any claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) Creator Content; (b) Creator's or any Authorized User's use of the Services; (c) any Persona operated by Creator or any Persona Output generated by such a Persona; (d) Creator's breach of this Agreement; or (e) any claim that Creator Content or a Persona infringes, misappropriates, or violates the rights of any third party (including rights of publicity, privacy, intellectual property, and biometric privacy rights).
Creator is responsible for the security of its PersonaOn account credentials and for all activity occurring under the account, whether authorized or not. Creator will notify PersonaOn promptly of any suspected unauthorized access.
Third-Party Services. The Services rely on, integrate with, or interoperate with third-party services and APIs, which may include (without limitation) cloud infrastructure providers, AI agent and model providers, speech recognition providers, voice synthesis providers, avatar rendering providers, real-time communication and meeting capture providers, payment processors, and analytics and support vendors (the "Third-Party Services"). PersonaOn does not control, and is not responsible for, the operation, availability, accuracy, or terms of any Third-Party Service. Creator's use of any Third-Party Service is governed by its own terms and may be subject to separate fees. Creator is responsible for complying with the terms of any Third-Party Service relevant to its use of the Services. PersonaOn may change Third-Party Service vendors from time to time at its discretion.

Confidentiality

"Proprietary Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") relating to the Disclosing Party's business, products, technology, customers, prospects, finances, or operations. Proprietary Information includes the existence and contents of this Agreement (other than the fact of the relationship), Creator Content, and PersonaOn's product and pricing information not generally available to the public.
The Receiving Party will (a) use Proprietary Information solely for purposes of performing this Agreement, (b) limit access to its employees and contractors who need to know it and who are bound by confidentiality obligations at least as protective as those here, and (c) protect Proprietary Information using at least the same care it uses for its own confidential information of similar importance, but no less than reasonable care.
The obligations above do not apply to information that the Receiving Party can show: (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction before receipt; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of the Disclosing Party's Proprietary Information. The Receiving Party may disclose Proprietary Information to the extent required by law or court order, provided it gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.
Creator Content is Creator's Proprietary Information. PersonaOn may, however, retain Proprietary Information as required by applicable law or as part of routine archival and back-up systems, subject to ongoing confidentiality obligations. PersonaOn may also generate, retain, and use de-identified, aggregated, or statistical data derived from operation of the Services for any lawful purpose, provided such data does not identify Creator or any End User.
Either Party may disclose the existence of the relationship and PersonaOn may identify Creator as a customer in customer lists, case studies, and similar marketing materials, subject to any branding guidelines Creator has provided in writing.

Intellectual Property

PersonaOn retains all right, title, and interest (including all intellectual property rights) in and to the Services, including the PersonaOn Studio, APIs, software, documentation, infrastructure, models, model weights, training methodology, datasets owned or licensed by PersonaOn, telemetry, and improvements, modifications, and derivative works of any of the foregoing ("PersonaOn IP"). PersonaOn IP does not include Creator Content. No rights are granted to Creator other than as expressly set forth in this Agreement; all other rights are reserved.
Subject to Creator's compliance with this Agreement, PersonaOn grants Creator a non-exclusive, non-transferable (except as expressly permitted), non-sublicensable licence during the Term to access and use the Services solely for Creator's permitted purposes under this Agreement.
Creator hereby assigns to PersonaOn, on a perpetual, irrevocable, and royalty-free basis, all right, title, and interest in any feedback, suggestions, ideas, enhancement requests, recommendations, bug reports, or other information Creator provides relating to the Services. PersonaOn may use such feedback for any purpose without obligation to Creator.
Persona-Specific Models. To the extent PersonaOn trains or fine-tunes a model specifically to imitate Creator (for example, a synthetic voice model trained on Creator-provided voice samples), PersonaOn will use such Persona-specific model only to operate Creator's Persona for Creator under this Agreement, and will not use it to operate any other Creator's Persona. PersonaOn may use general-purpose learnings and improvements derived from operating the Services to improve the Services overall, provided that such use does not result in Persona-specific imitation of Creator outside of Creator's Persona.

Fees and Creator Payments

PersonaOn Fees. Creator will pay all fees set forth in the order Creator places through the PersonaOn Studio or the then-current pricing schedule at /pricing (collectively, the "Fees"). Fees are billed through our third-party payment processor (currently Stripe, Inc.), and Creator's use of the payment processor is also governed by the processor's terms. Creator authorizes PersonaOn (through the processor) to charge Creator's designated payment method for all Fees as they become due. Where Creator has enabled auto-renewal or auto-recharge, Creator authorizes recurring charges until cancellation. All Fees are non-refundable except as expressly stated or required by law.
Late Payments. If Creator fails to pay any amount when due, without limiting PersonaOn's other rights and remedies, PersonaOn may (a) charge interest at the lesser of 1% per month (12.68% per annum) or the maximum permitted by law; (b) recover collection costs (including reasonable legal fees); and (c) after 10 days' continued failure, suspend Creator's access to the Services until amounts are paid in full.
Creator Payments. Where Creator monetizes a Persona through the Services (for example, by enabling paid End-User access), PersonaOn will calculate and remit "Creator Payments" to Creator in accordance with the applicable revenue-share or compensation terms set forth at /pricing or in a separate order. Creator's receipt of Creator Payments is conditioned on (a) Creator providing all information required for payment, including a valid CRA Form (such as a T4A SIN/business number declaration for Canadian persons, IRS Form W-9 for U.S. persons, or W-8 series form for non-U.S. persons), banking information, and tax ID information; and (b) Creator's continued compliance with this Agreement.
Taxes. Fees and Creator Payments are exclusive of taxes. Creator is responsible for all GST/HST/QST, sales, use, value-added, withholding, and similar taxes associated with its activity, other than taxes based on PersonaOn's net income. Where PersonaOn is required to collect tax, it will add such tax to the Fees and remit it to the applicable authority. Where withholding is required by law, Creator will pay any required withholding directly without reducing the amount paid to PersonaOn.
Disputed Charges. Creator must dispute any Fees in writing within 30 days after the invoice or charge date; Fees not disputed within that period are deemed accepted.

Term and Termination

This Agreement begins when Creator accepts it and continues until terminated as provided here (the "Term"). Subscription terms for Paid Features, where applicable, are described in the relevant order.
Termination for Convenience. Creator may terminate this Agreement at any time by ceasing use of the Services and deleting Creator's account, subject to any minimum-term commitments. PersonaOn may terminate this Agreement at any time on 30 days' notice.
Termination for Cause. Either Party may terminate this Agreement immediately on written notice if the other Party materially breaches the Agreement and fails to cure within 30 days after notice (or 10 days for payment defaults). PersonaOn may suspend or terminate immediately for breaches that pose security, legal, or trust-and-safety risks.
Effect of Termination. On termination or expiration: (a) Creator's right to use the Services ends; (b) Creator will pay all unpaid Fees accrued before termination; (c) for a period of six (6) months after termination, Creator may request PersonaOn to retain Creator Content (and PersonaOn will use commercially reasonable efforts to do so), after which PersonaOn will delete or anonymize Creator Content, except as required by law or PersonaOn's reasonable backup and retention policies; (d) provisions that by their nature should survive — including confidentiality, intellectual property, accrued payment obligations, indemnities, warranty disclaimers, and limitations of liability — will survive.
Suspension. PersonaOn may suspend Creator's access to the Services without prior notice if (a) required by law, (b) necessary to protect security or trust-and-safety, (c) Creator fails to pay amounts due, or (d) PersonaOn reasonably believes Creator is in material breach. PersonaOn will use reasonable efforts to provide notice of suspension and the basis for it as soon as practicable.

Software Security

Warranty Disclaimer

Limitation of Liability

Trade Compliance

Miscellaneous

Governing Law and Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. Subject to the dispute-resolution provisions of the Terms of Use, the Parties attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto. Either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.
Assignment. Creator may not assign or transfer this Agreement, in whole or in part, without PersonaOn's prior written consent. PersonaOn may assign this Agreement, in whole or in part, including in connection with a financing, merger, acquisition, or sale of assets. Any unauthorized assignment is void.
Notices. Notices to PersonaOn must be sent to admin@personaon.com and to 1001454451 Ontario Inc., carrying on business as "PersonaOn", Address available on request via admin@personaon.com. Notices to Creator may be sent to the email or postal address associated with Creator's account.
Entire Agreement; Order of Precedence. This Agreement (together with the Privacy Policy, Biometric Consent Form, and any orders or supplemental terms expressly incorporated by reference) is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous communications and agreements. In case of conflict between this Agreement and the Terms of Use as applied to Creator's activities, this Agreement controls; in case of conflict between this Agreement and a written order signed by both Parties, the order controls.
Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest will remain in effect. No waiver of any provision is effective unless in writing, and no waiver constitutes a continuing waiver.
Force Majeure. PersonaOn will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, internet or utility failures, public health emergencies, and acts of governmental authority.
Marketing. Creator agrees that PersonaOn may identify Creator as a customer and use Creator's name and logo for marketing purposes (including in customer lists, case studies, and on PersonaOn's website), subject to any branding guidelines Creator provides.
Legal Fees. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable legal fees and costs, to the extent permitted by law.
Language. The Parties have requested that this Agreement be drawn up in English. Les parties ont demandé que cette convention soit rédigée en anglais.

See also: Terms of Use · Privacy Policy · Biometric Consent

Creator Terms of Use

Contents

Services and Support

Creator Content and Personas

Restrictions and Creator Responsibilities

Confidentiality

Intellectual Property

Fees and Creator Payments

Term and Termination

Software Security

Warranty Disclaimer

Limitation of Liability

Trade Compliance

Miscellaneous

Creator Terms of Use

Contents

Services and Support

Creator Content and Personas

Restrictions and Creator Responsibilities

Confidentiality

Intellectual Property

Fees and Creator Payments

Term and Termination

Software Security

Warranty Disclaimer

Limitation of Liability

Trade Compliance

Miscellaneous