AI TWIN LIKENESS AND CONTENT AGREEMENT

This AI Twin Likeness and Content Agreement (hereinafter referred to as the "Agreement") is entered into on the date of the last signature appearing below (hereinafter referred to as the "Effective Date") BY AND BETWEEN:

INVAI LTD, a private company duly incorporated and existing under the laws of the Republic of Cyprus with registration number HE 458964, having its registered office at Strovolou 140, Strovolos, 2042, Nicosia, Cyprus (hereinafter referred to as the "Company"), owner and operator of the Swipey digital platform;

AND

(Model/Influencer Name), holder of (Passport/ID Number), residing at (Residential Address) (hereinafter referred to as the "Model").

The Company and the Model may hereinafter be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE OF THE AGREEMENT

1.1 The purpose of this Agreement is to regulate the terms under which the Model grants the Company the right to create, develop, and operate a digital artificial intelligence representation of the Model (hereinafter referred to as the "AI Twin") within the Company's Swipey platform.

1.2 The AI Twin shall constitute a simulated digital persona designed to replicate or approximate certain elements of the Model's identity, including but not limited to their name, likeness, image, voice, personality traits, conversational style, and approved content provided by the Model.

1.3 The AI Twin will be integrated into the Swipey platform and may interact with users through automated conversational systems in order to simulate social or dating-style interactions.

1.4 The Parties expressly acknowledge and agree that the AI Twin shall exist exclusively within the Swipey platform and may also be referenced in promotional or marketing activities that are intended solely to promote the Model's AI Twin presence on the Swipey platform.

1.5 Any use of the Model's likeness, content, or identity outside the Swipey platform, including but not limited to external licensing, commercial distribution, or expanded marketing uses, shall require the prior written consent of the Model.

2. DELIVERABLES

2.1 The Model agrees to provide certain content, media materials, and personal attributes required for the creation, development, and training of the AI Twin.

2.2 Such materials (collectively referred to as the "Deliverables") may include, but shall not be limited to:

• (a) photographs or images of the Model
• (b) short-form video recordings
• (c) voice recordings or speech samples
• (d) written prompts describing personality characteristics, preferences, and conversational tone
• (e) biographical information or personal background details
• (f) any additional content reasonably required for the technical training and operational development of the AI Twin

2.3 The specific scope of the Deliverables, including quantities, deadlines, and any promotional posting obligations, shall be set out in Exhibit A, which forms an integral part of this Agreement.

2.4 The Company may request additional reasonable materials where necessary to improve the functionality, realism, or conversational performance of the AI Twin.

2.5 Any content that will be publicly displayed on the Swipey platform or used in marketing materials shall be subject to the prior approval of the Model, such approval not to be unreasonably withheld or delayed.

3. AI TWIN LICENSE

3.1 Subject to the terms and conditions of this Agreement, the Model hereby grants to the Company a limited, non-exclusive license to use the Model's name, image, voice, likeness, personality attributes, approved content solely for the purpose of creating, operating, and maintaining the AI Twin within the Swipey platform.

3.2 The license granted under this Agreement shall be:

• (a) non-exclusive, meaning the Model may enter into similar arrangements with other parties unless otherwise agreed
• (b) non-transferable, except to affiliates of the Company operating or maintaining the Swipey platform
• (c) non-sublicensable, except where technically necessary for the operation of the platform infrastructure.

3.3 Upon expiration of the License Term, the Company shall cease all use of the Model's likeness in connection with the AI Twin unless the Parties enter into a new written agreement or written extension.

3.4 The Parties agree that the AI Twin may be used exclusively:

• (a) within the Swipey platform; and
• (b) in marketing activities intended to promote the Model's AI Twin presence on the Swipey platform.

3.5 Any expanded use of the Model's likeness, including but not limited to external distribution, licensing, broader advertising campaigns, or commercial exploitation outside the platform, shall require the prior written consent of the Model.

4. CONTENT RIGHTS

4.1 Model Ownership

Nothing in this Agreement shall transfer ownership of the Model's personal brand or identity.

The Model shall retain full ownership and control over:

• (a) their personal brand and identity
• (b) their social media accounts and digital presence
• (c) their name, likeness, and personality rights
• (d) any content created independently outside the scope of this Agreement

4.2 Company Platform Rights

The Company shall retain exclusive ownership of all rights relating to:

• (a) the Swipey platform and its digital infrastructure
• (b) all software, systems, and technological frameworks used by the platform
• (c) artificial intelligence models, algorithms, and technical developments created by the Company
• (d) the Swipey brand, trademarks, and associated intellectual property

4.3 Marketing License for Approved Content

The Model hereby grants the Company a limited marketing license to use approved content created under this Agreement for the purpose of promoting the Swipey platform and the Model's AI Twin.

4.4 This marketing license shall remain valid for a period of twelve (12) months from the date such content is first published.

4.5 Such promotional use may include:

• (a) the Company's social media channels
• (b) digital advertising campaigns
• (c) platform promotional materials
• (d) marketing materials directly promoting the AI Twin

4.6 The Company shall not sell, sublicense, or commercially distribute the Model's content to third parties without the Model's prior written consent.

5. PAYMENT

5.1 In consideration for the rights granted under this Agreement and the delivery of the agreed Deliverables, the Company shall compensate the Model in accordance with the commercial terms set forth in Exhibit A.

5.2 Exhibit A shall specify:

• (a) the total compensation payable to the Model
• (b) the agreed payment schedule

5.3 Payments shall be made using the payment method agreed upon between the Parties and as described in Exhibit A.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Each Party agrees to maintain in strict confidence any non-public, proprietary, or confidential information received from the other Party in connection with this Agreement.

6.2 Confidential Information may include, but shall not be limited to business strategies and commercial plans, technical and product development information, platform analytics and performance data, unreleased marketing strategies, AI training materials or proprietary methodologies.

6.3 Confidential Information shall be used solely for the purpose of fulfilling obligations under this Agreement and shall not be disclosed to third parties without prior written consent, unless disclosure is required by law.

6.4 The confidentiality obligations set out in this Clause shall remain in effect for two (2) years following termination or expiration of this Agreement.

6.5 To the extent that personal data is processed in connection with this Agreement, the Parties shall comply with the requirements of the General Data Protection Regulation (EU) 2016/679 and any applicable data protection legislation in the Republic of Cyprus.

6.6 The Company shall implement appropriate technical and organisational measures to ensure that any personal data relating to the Model is processed securely and only for purposes necessary for the creation and operation of the AI Twin.

7. TERMINATION

7.1 Either Party may terminate this Agreement by providing thirty (30) days' written notice to the other Party.

7.2 The Company may terminate this Agreement with immediate effect if the Model:

• (a) materially breaches any provision of this Agreement; or
• (b) engages in conduct that reasonably causes reputational harm to the Swipey platform or the Company.

7.3 Upon termination or expiration of this Agreement:

• (a) the Company shall cease the creation and operation of the AI Twin based on the Model's likeness;
• (b) the AI Twin shall be removed from the Swipey platform within a reasonable technical timeframe.

7.4 Marketing materials created and published prior to termination may remain visible for the duration of the twelve-month marketing license provided under Clause 4.

8. REPRESENTATIONS AND WARRANTIES

8.1 The Model represents and warrants that:

• (a) they possess full legal authority to enter into this Agreement;
• (b) they are the lawful owner or authorised user of the content provided under this Agreement;
• (c) the provided content does not infringe any intellectual property or personality rights of third parties;
• (d) they are at least eighteen (18) years of age.

8.2 The Company represents and warrants that:

• (a) it will use the Model's likeness strictly in accordance with this Agreement;
• (b) the AI Twin will be operated within the Swipey platform in a responsible and lawful manner.

9. GENERAL LEGAL TERMS

9.1 Independent Contractor

Nothing in this Agreement shall be construed as creating an employment, partnership, or joint venture relationship between the Parties. The Model acts solely as an independent contractor.

9.2 Assignment

The Company may assign this Agreement to an affiliate or entity operating or acquiring the Swipey platform. Any other assignment shall require the prior written consent of the other Party.

9.3 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Cyprus.

9.4 Entire Agreement

This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties and supersedes all prior negotiations, discussions, or understandings relating to the subject matter herein.

Any modification to this Agreement shall only be valid if made in writing and signed by both Parties.

SIGNATURES

For and on behalf of

EXHIBIT A

PROJECT DETAILS

This Exhibit forms an integral part of the Agreement and contains the commercial terms relating to the AI Twin project.

Model Details

Model Name:

AI Twin Launch

AI Twin Launch Date: _____ of ______ 2026

Deliverables

Number of Photos:

Number of Videos:

Voice Samples:

Personality Prompts:

Other Materials:

Posting Schedule

Payment Terms

Total Compensation:

Payment Schedule:

AI Twin Training Period

SIGNATURES

For and on behalf of