Krea 2 Open-Source Enterprise License

These Commercial Terms and Conditions (these “Terms”) govern the commercial license of the Krea Model by Krea.ai, Inc., a Delaware corporation, with an address at 781 Beach Street, Floor 2, San Francisco, CA 94109 (“Company” or “Krea”), to the licensee identified in an Order Form (“Licensee”). These Terms, together with each Order Form that references them, constitute the “Agreement” and the “Enterprise License” referenced in the Krea 2 Community License Agreement. By executing an Order Form that references these Terms, Company and Licensee agree to be bound by the Agreement.

1\. DEFINITIONS

Capitalized terms used but not defined in these Terms or in an Order Form have the meanings set forth below.

“Acceptable Use Policy” means the Company’s then-current acceptable use policy applicable to the Krea Model, as made available by the Company and incorporated herein by reference. The policy in effect as of the Effective Date is https://www.krea.ai/krea-2-use-policy.

“Commercial Use” has the meaning given to that term in the Community License.

“Community License” means the Krea 2 Community License Agreement under which the Company makes the Krea Model publicly available for non-commercial use and for Commercial Use below the revenue threshold stated therein.

“Derivative” means any (a) modified version of the Krea 2 Raw Model, including any fine-tuned, distilled, quantized, or merged version, (b) work based on the Krea 2 Raw Model, or (c) other derivative work of the Krea 2 Raw Model. For the avoidance of doubt, Outputs are not Derivatives.

“Distribution” means providing or making available to any third party, by any means, a copy of the Krea Model and/or any Derivative, including the weights, parameters, or code thereof.

“Effective Date” means, with respect to each Order Form, the effective date specified in that Order Form.

“Fees” means the fees set forth in an Order Form.

“Krea Model” means the Krea 2 text-to-image model made available by the Company under an Order Form, in the variant(s) specified therein (including “Krea 2 Raw Model” and/or “Krea 2 Turbo Model”), together with its model weights, parameters, architecture, source code (inference, evaluation, and if applicable fine-tuning code), documentation, and associated materials.

“Licensee Service” means Licensee’s software product or service that Licensee, or a third party on Licensee’s behalf, makes commercially available and that utilizes or embeds the Krea Model or any Derivative, in whole or in part.

“Net Revenue” means all gross amounts invoiced to or received by Licensee from end users or customers that are attributable to access to or use of the Krea Model or the Licensee Service incorporating the Krea Model or any Derivative, less only sales, use, and value-added taxes separately stated and remitted to a taxing authority. Net Revenue is not reduced by Licensee’s costs of goods, compute, payment-processing, or other operating expenses, except as expressly stated in an Order Form.

“Order Form” means an order form mutually executed by the parties that references these Terms and describes the specific Krea Model, Fees, term, and other commercial terms applicable to Licensee’s license.

“Output” means any content, data, images, or other materials generated by the Krea Model or any Derivative in response to an input or prompt. Outputs do not include any components of the Krea Model, such as fine-tuned versions, weights, or parameters.

“Updates” means the release by the Company of a new version or update of the Krea Model containing improvements, adjustments, enhancements, error-fixes, or similar modifications.

2\. LICENSE GRANT AND COMMERCIAL USE TERMS

2.1 License. Subject to the terms of this Agreement and Licensee’s payment of the Fees, the Company grants Licensee, during the term set forth in the applicable Order Form, a non-exclusive, worldwide, non-transferable (except as permitted under Section 11), non-sublicensable (except to Licensee’s affiliates and service providers acting on its behalf and bound by terms at least as protective as this Agreement) license to: (a) download, access, install, host and use the Krea Model for Licensee’s internal business operations , and for Krea 2 Raw, create Derivatives ; and (b) integrate the Krea Model and permitted Derivatives into, and Distribute, the Licensee Service to end users, in each case solely as and to the extent expressly permitted in the applicable Order Form.

2.2 Relationship to the Community License. This Agreement governs Licensee’s Commercial Use of the Krea Model that exceeds the scope permitted under the Community License (including, where applicable, Commercial Use at or above the Community License revenue threshold, hosting an API endpoint to the Krea Model, or other revenue-generating use). To the extent of any conflict between this Agreement and the Community License with respect to Licensee’s licensed Commercial Use, this Agreement controls.

2.3 Derivatives. Licensee may create Derivatives solely as permitted under the applicable Order Form. Any restrictions in this Agreement applicable to the Krea Model apply equally to Derivatives. Licensee may not Distribute the Krea Model or any Derivative (including the weights, parameters, or code thereof) on a stand-alone basis, or make any of the foregoing available via an application programming interface, except as expressly permitted in an Order Form.

2.4 Outputs. As between the parties, Licensee owns the Outputs it generates, and the Company claims no ownership of Outputs. Licensee is solely responsible for its Outputs and their use, subject to Licensee’s compliance with this Agreement, including the restrictions in Section 4\.

2.5 Updates. The Company may make Updates available from time to time in its discretion. The Company is not responsible for any of Licensee’s costs in connection with implementing any Update, and continued use of a superseded version is at Licensee’s own risk.

2.6 Licensee Services; End Users. Licensee is liable for the acts and omissions of its end users in connection with their use of the Krea Model or Derivatives (including via the Licensee Service) as if they were Licensee’s own. Licensee shall ensure that its agreements with end users (a) are no less protective of the Company than this Agreement, (b) grant no greater rights in the Krea Model than are granted here, and (c) pass through the applicable restrictions set forth herein.

2.7 Content Filtering and Safety. Licensee shall implement and maintain reasonable and appropriate content-filtering and safety measures (including prompt filtering, output filtering, abuse detection, and human review as appropriate) designed to prevent the generation or distribution of prohibited, harmful, infringing, or unlawful content, and shall comply with the Acceptable Use Policy and all applicable content-provenance and AI-disclosure requirements. The Company’s examples of acceptable measures do not constitute a warranty, and Licensee is solely responsible for selecting measures appropriate to its use and applicable law.

2.8 No Technical Assistance or Support. The Company is not obligated to provide any maintenance, support, installation, or training services. Any such services are provided in the Company’s sole discretion and may be subject to additional fees if mutually agreed.

2.9 Reservation of Rights. The Company reserves all rights not expressly granted under this Agreement. No rights are granted by implication, estoppel, or otherwise.

3\. INTELLECTUAL PROPERTY

3.1 Company Ownership. As between the parties, the Company owns all right, title, and interest in and to the Krea Model, the Company’s names, logos, and marks, and all other technology, documentation, models, know-how, and materials provided by the Company under this Agreement, including all modifications, enhancements, and derivative works thereof (collectively, “Company Technology”), and all intellectual property rights therein.

3.2 Derivative Elements. Subject to the Company’s ownership of the underlying Krea Model, Licensee owns the incremental, original contributions, modifications, and improvements that Licensee makes to create a Derivative (the “Derivative Elements”). Licensee’s ownership of the Derivative Elements does not extend to the underlying Krea Model and is subject to Licensee’s obligations under this Agreement.

3.3 Feedback. If Licensee provides the Company with any suggestions, comments, ideas, or other feedback regarding the Krea Model, the Company Technology, or any related products or services (collectively, “Feedback”), Licensee grants the Company a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use, reproduce, modify, distribute, publicly perform, publicly display, and otherwise exploit the Feedback for any purpose, including to develop, improve, and commercialize the Company Technology, without restriction and without any obligation to compensate or attribute Licensee. The Company is under no obligation to keep any Feedback confidential, to implement any Feedback, or to treat any Feedback as Licensee’s Confidential Information, notwithstanding anything to the contrary in Section 8\.

4\. RESTRICTIONS

Except as expressly permitted under this Agreement, Licensee will not, and will not assist or permit any third party to:

(a) sell, re-sell, lease, assign, license, sublicense, Distribute, make available, or otherwise transfer, in whole or in part, the Krea Model or any component thereof to any third party;

(b) reverse engineer, disassemble, or decompile the Krea Model, or otherwise attempt to derive its weights, parameters, or source code, except to the extent this restriction is prohibited by applicable law;

(c) encumber, time-share, rent, or lease the rights granted under this Agreement;

(d) use, modify, copy, create Derivatives of, or Distribute the Krea Model, any Derivative, or any data produced by the Krea Model for (i) any military purposes, (ii) surveillance, including research or development relating to surveillance, (iii) biometric processing, (iv) any manner that infringes, misappropriates, or violates any third-party rights, or (v) any manner that violates applicable law or the Acceptable Use Policy;

(e) alter, obscure, or remove any copyright, attribution, license, or other proprietary notices on or in any portion of the Krea Model or required under the Community License;

(f) circumvent or remove any security, usage restriction, content-provenance, or watermarking mechanism used in connection with the Krea Model;

(g) use or access the Krea Model, any Derivative, or any Output to create, train, or improve (directly or indirectly) any artificial intelligence or machine learning model, or any product or service, that competes with the Company or the Krea Model; for clarity, Licensee’s ownership of Outputs under Section 2.4 does not permit such competing use; or

(h) violate any applicable U.S. or non-U.S. export control or trade-sanctions laws (“Export Laws”), or Distribute, export, or transfer the Krea Model (i) to any person, entity, or country prohibited by Export Laws, (ii) to anyone on a government restricted-parties list, or (iii) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons or missile-technology applications.

(i) publish, disclose, or otherwise make available to any third party any benchmark results, performance comparisons, or other evaluations of the Krea Model, whether alone or in comparison with any other product or service, without the Company’s prior written consent.

Licensee acknowledges that a breach of this Section 4 may cause the Company irreparable harm for which monetary damages would be an inadequate remedy, and that the Company is entitled to obtain injunctive or other equitable relief in addition to all other remedies available at law or in equity, without the requirement to post a bond or show actual damages.

5\. WARRANTIES; DISCLAIMER

5.1 Mutual Representations. Each party represents and warrants that it has the power and authority to enter into and perform this Agreement, that its execution has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

5.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE KREA MODEL AND ALL COMPANY TECHNOLOGY ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE KREA MODEL WILL BE ERROR-FREE, UNINTERRUPTED, OR PRODUCE ANY PARTICULAR RESULTS.

6\. FEES

6.1 General. Licensee shall pay the Company all Fees set forth in the applicable Order Form. Except as otherwise stated in an Order Form, all Fees are non-refundable, including upon early termination. Unless an Order Form states otherwise, Licensee shall pay all amounts within thirty (30) days of the applicable invoice or remittance date.

6.2 Revenue Reporting. Where an Order Form provides for revenue-share Fees, Licensee shall, within thirty (30) days following the end of each calendar month, deliver to the Company a written statement of the Net Revenue generated during that month and the corresponding Fees, and shall remit the greater of the applicable revenue-share amount or any stated monthly minimum. Licensee shall keep complete and accurate books and records sufficient to verify Net Revenue and Fees for at least three (3) years.

6.3 Taxes. All Fees are exclusive of taxes. Licensee is responsible for all sales, use, value-added, excise, and similar taxes, excluding taxes on the Company’s net income.

6.4 Audit. Upon at least ten (10) days’ prior written notice, and no more than once in any twelve (12) month period, the Company may, at its expense, conduct itself or have an independent certified public accountant inspect and audit Licensee’s relevant books and records to verify the accuracy of Fees, including any usage-based or revenue-share Fees. Any such audit will occur during regular business hours and will not unreasonably interfere with Licensee’s operations. If an audit discloses an underpayment, Licensee shall pay the underpaid amount within thirty (30) days; and if the underpayment exceeds five percent (5%) of the amount owed for the audited period, Licensee shall also bear the reasonable costs of the audit.

6.5 Remedies for Non-Payment. If Licensee fails to pay any amount when due, the Company may (a) charge interest on the overdue amount at the lesser of 1% per month or the maximum rate permitted by law, and/or (b) suspend Licensee’s access to and use of the Krea Model until payment is made, in each case without prejudice to the Company’s other rights and remedies.

6.6 Insurance. During the term of this Agreement, Licensee shall maintain, at its own expense, (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and (b) technology errors and omissions and cyber liability insurance with limits of not less than $2,000,000 per claim, in each case with insurers having an A.M. Best rating of A- or better. Upon request, Licensee shall provide the Company with a certificate of insurance evidencing the foregoing coverage.

7\. TERM; TERMINATION; SUSPENSION

7.1 Term. This Agreement commences on the effective date of the applicable Order Form and continues for the term set forth therein, unless earlier terminated as provided herein.

7.2 Termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure within thirty (30) days after notice. Either party may also terminate immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.Notwithstanding the foregoing cure period, the Company may terminate this Agreement immediately upon written notice, without an opportunity to cure, if Licensee breaches Section 4 (Restrictions) or engages in any Distribution not authorized under this Agreement.

7.3 Effect of Termination; Survival. Upon termination or expiration, all licenses granted under this Agreement terminate, and Licensee shall immediately cease all use of the Krea Model and Derivatives, cease making available any Licensee Service to the extent it incorporates the Krea Model, and destroy all copies of the Krea Model and Derivatives in its possession or control; provided that Licensee may continue to use Outputs generated prior to termination. Licensee shall pay all amounts accrued through the effective date of termination. Sections 1, 2.4, 3, 4, 5, 6 (as to accrued amounts and audit), 7.3, 8, 9, 10, and 11 survive termination.

8\. CONFIDENTIALITY

8.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the Krea Model, the Company Technology, and the terms of this Agreement and any Order Form. Confidential Information does not include information that is or becomes public through no fault of Recipient, was known to Recipient free of obligation before receipt, is rightfully received from a third party without obligation, or is independently developed without use of the Discloser’s Confidential Information.

8.2 Obligations. Recipient will not use or disclose Confidential Information except as necessary to perform this Agreement, will protect it with at least reasonable care, and will limit access to its representatives with a need to know who are bound by obligations at least as protective as these Terms. Recipient may disclose Confidential Information as required by law or court order, provided it gives prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

8.3 Injunctive Relief. The parties agree that unauthorized disclosure of Confidential Information may cause irreparable injury for which monetary damages are inadequate, and that the Discloser may seek injunctive relief in addition to other available remedies.

9\. INDEMNIFICATION

Licensee will indemnify, defend, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, agents, licensors, successors, and assigns (the “Company Parties”) from and against any and all third-party claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee’s access to, use, deployment, or Distribution of the Krea Model, any Derivative, or any Output; (b) any Derivative or Output created or generated by Licensee, including any claim regarding its content, accuracy, or legality; (c) Licensee’s breach of this Agreement, including any failure to implement required content filters; (d) Licensee’s violation of any applicable law or third-party right; and (e) the Licensee Service. The Company will provide prompt notice of any such claim, and the Company may, at Licensee’s expense, assume control of the defense and settlement of any claim; Licensee shall not settle any claim in a manner that imposes any obligation or admission on a Company Party without its prior written consent.

10\. LIMITATION OF LIABILITY

10.1 Waiver of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR LIABILITIES ARISING FROM (I) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR (III) LICENSEE’S INDEMNIFICATION OBLIGATIONS OR BREACH OF SECTION 4, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limit on Direct Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE MATTERS DESCRIBED IN CLAUSES (I)–(III) OF SECTION 10.1, EACH PARTY’S TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 High-Risk Use. The Krea Model, its components, and Outputs are not designed for use in any situation where failure could lead to serious injury, death, or severe physical, property, or environmental damage. Any such use is at Licensee’s sole risk, and Licensee shall implement appropriate safeguards.

11\. MISCELLANEOUS

11.1 Order of Precedence. In the event of a conflict between an Order Form and these Terms, these Terms control unless the Order Form expressly states that it overrides a specifically referenced section of these Terms.

11.2 Force Majeure. Except for payment obligations, neither party is liable for delays or failures caused by events beyond its reasonable control.

11.3 Notices. Notices to the Company may be sent to the address above or to [email protected]; notices to Licensee may be sent to the contact set forth in the Order Form. Notices are effective when sent by email or upon delivery if sent by other written means.

11.4 Dispute Resolution; Arbitration. The parties will first attempt to resolve any dispute informally. Any unresolved dispute will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before a sole arbitrator, seated in New York, New York, in English. Either party may seek injunctive or provisional relief from a court of competent jurisdiction pending arbitration. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

11.5 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign it, in whole, without consent to an affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or business; provided that Licensee may not assign to a competitor of the Company. Any other attempted assignment is void.

11.6 Independent Contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.

11.7 Third-Party Beneficiaries. This Agreement creates no rights in any person who is not a party.

11.8 Entire Agreement; Amendment. This Agreement, together with each Order Form and the Acceptable Use Policy, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements regarding that subject matter. It may be amended only by a writing signed by both parties. “Including” means “including without limitation.”

11.9 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles. The venue for any dispute is the arbitration seat set forth in Section 11.4, or, if arbitration does not apply, the state and federal courts located in New York, New York.

11.10 Severability; Waiver; Cumulative Remedies. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in effect. No failure or delay in exercising any right operates as a waiver. All rights and remedies are cumulative.

11.11 Counterparts. Each Order Form referencing these Terms may be executed in counterparts, including by electronic signature, each of which is an original and all of which constitute one instrument.

Acceptance of these Terms is effected by the parties’ execution of an Order Form that references them; no separate signature page to these Terms is required.