Terms of Service & Data Contributor Agreement

Ruvv Labs, Inc. · Version 4.0 · July 2026

Effective Date: July 21, 2026. This Version 4.0 supersedes all prior drafts.

This Agreement incorporates the Ruvv Labs Privacy Policy by reference. Together they form the entire agreement between you and Ruvv Labs.

This Terms of Service and Data Contributor Agreement (“Agreement”) is a binding legal contract between you (“Contractor,” “you,” or “your”) and Ruvv Labs, Inc., a corporation with EIN 42-3039300 and a registered address at 78 SW 7th Street, 5th Floor, Miami, FL 33130 (“Company,” “Ruvv Labs,” “we,” “us,” or “our”). By accessing the platform, submitting Media, or performing data labeling or annotation tasks, you agree to be bound by these terms.

1. Nature of Services & Independent Contractor Status

1.1 Scope of Work: The Contractor will provide services consisting of (a) sourcing and capturing authentic, original photographs or videos of companion animals (“Media”), and (b) providing accurate, domain-expert annotations, categorizations, and labels for such Media (“Annotations”). The Media and Annotations are collected for the purposes described in Section 5.2, including the development, training, evaluation, and improvement of artificial-intelligence and machine-learning models and the creation of licensable datasets.

1.2 Independent Contractor: You are an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. You are solely responsible for determining your own hours, methods of work, and for providing your own equipment.

1.3 Compensation and Payment Processing: Compensation for accepted services will be paid directly by the Company to the Contractor via Wise (or another payment provider the Company may designate from time to time). The Contractor is responsible for creating and maintaining a valid Wise account capable of receiving payment in the Contractor’s jurisdiction, and for the accuracy of all payment and account details provided. The Company is not responsible for payments delayed, returned, or misdirected as a result of inaccurate or incomplete account information. Engagement through Upwork or any other third-party marketplace is not required and does not govern payments under this Agreement.

1.4 Tax Documentation and Withholding: Submission of valid, current tax documentation is a condition of payment:

(a) Before any payment is released, the Contractor must submit valid tax documentation as required by applicable law — a Form W-9 (for U.S. persons) or a Form W-8BEN / W-8BEN-E (for non-U.S. persons).

(b) The Contractor may contribute Media and Annotations and accrue earnings prior to clearance of tax documentation; however, the Company will withhold disbursement of any payment until the required documentation has been received and verified.

(c) Non-U.S. Contractors who fail to provide a valid Form W-8BEN / W-8BEN-E may be subject to U.S. withholding at the default rate (up to 30%) on payments, as required by law. The Company may withhold and remit amounts where legally required.

(d) The Contractor is solely responsible for the reporting and payment of all taxes on compensation received. Except as expressly required by law, the Company does not withhold taxes on the Contractor’s behalf.

2. Intellectual Property & Copyright Assignment

CRITICAL NOTICE: By submitting any Media or Annotations to the platform, you agree to a full and complete transfer of copyright ownership to Ruvv Labs, Inc.

2.1 Full Assignment of Rights: Upon submission of any Media and Annotations to the platform, you hereby irrevocably assign, transfer, and convey to Ruvv Labs, Inc. all of your right, title, and interest in and to the Media and Annotations, including but not limited to all copyrights, trade secrets, and other intellectual-property rights globally, in all media now known or later developed, for the full duration of such rights.

2.2 Ownership and Authority Warranty: You represent and warrant that: (a) you are the sole and exclusive owner of all right, title, and interest in the Media and Annotations, or otherwise have full legal right, power, and authority to make the assignment in Section 2.1; (b) the Media and Annotations are your original work and were not created within the scope of any employment, engagement, or other arrangement — including with any veterinary practice, clinic, hospital, employer, academic institution, or partner — that would vest ownership of, or any claim to, the Media or Annotations in any third party; and (c) no employer, clinic, practice, partner, licensor, or other third party holds, or is entitled to claim, any right, title, or interest in the Media or Annotations. Where any employment, clinic, or institutional arrangement could give a third party any such claim, you must obtain that party’s written authorization or waiver before submitting, and provide it to the Company on request.

2.3 Further Assurances: You agree to execute any additional documents and take any further actions the Company reasonably requests to perfect, record, or enforce the Company’s ownership of the Media and Annotations.

2.4 Waiver of Moral Rights: To the fullest extent permitted by applicable law, you waive any “moral rights” or equivalent rights you may have in the Media and Annotations, including the right to be identified as the author and the right to object to derogatory treatment of the work.

2.5 Company’s Rights to License and Sublicense: You acknowledge and agree that the Company may use, reproduce, modify, create derivative works from, distribute, license, sublicense, sell, and otherwise commercially exploit the Media, Annotations, and any datasets or models derived from them — including by transfer or license to third parties — without further consent from, or compensation to, you beyond the compensation provided under this Agreement.

2.6 Fallback License Grant: If, in any jurisdiction, the assignment in Section 2.1 is held invalid, unenforceable, or ineffective in whole or in part, you hereby grant to the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license to use, host, reproduce, modify, adapt, create derivative works from, distribute, publicly perform and display, commercialize, sell, and export the Media, Annotations, and any datasets or models derived from them, for any purpose — including the development, training, evaluation, and improvement of artificial-intelligence and machine-learning models and the licensing or sublicensing of the foregoing to third parties. This license is intended to survive and apply to the maximum extent permitted by applicable law wherever the assignment in Section 2.1 does not.

2.7 Name, Image, Likeness, and AI-Training Rights: To the extent any name, image, voice, signature, likeness, or right of publicity of yours — or of any third party for whom you are authorized to grant such rights — is embodied in or associated with the Media or Annotations, you grant, and cause to be granted, to the Company and its affiliates, customers, and partners a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable right to use the foregoing for any purpose, including artificial-intelligence and machine-learning training, without further consent or compensation. This provision does not authorize the inclusion of human personally identifiable information, which remains prohibited under Section 4.1.

2.8 Covenant Not to Sue: You irrevocably covenant and agree, both during and after the term of this Agreement, not to commence, institute, maintain, or prosecute any claim, action, arbitration, or proceeding against the Company or its affiliates, successors, assigns, licensees, customers, or partners based on, arising out of, or relating to their use, commercialization, licensing, or sublicensing of the Media, Annotations, or any datasets or models derived from them.

2.9 Invalidated Rights — Refund and Indemnity: If any assignment, license, consent, waiver, or other right granted under this Agreement is held unenforceable, or is revoked, reversed, invalidated, or withdrawn, with respect to any Media or Annotations, then you shall (a) immediately refund to the Company all compensation previously received in connection with such Media or Annotations, and (b) indemnify, defend, and hold the Company and its affiliates, successors, assigns, licensees, customers, and partners harmless from and against any and all resulting claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and any loss of business, revenue, profits, goodwill, use, or data). You authorize the Company to set off and deduct any such amounts from any pending or future payments otherwise owed to you, and to recover any remaining balance on demand. This Section survives termination or expiration of this Agreement.

3. Authenticity, Quality Assurance, and Rejection

3.1 Authenticity Warranty: You represent and warrant that all Media submitted is 100% authentic and captured by you directly. The use of generative AI (e.g., Midjourney, DALL-E), digital manipulation, stock photography, web scraping, or any automated tools to generate or alter Media is strictly prohibited.

3.2 Platform Verification: The Company utilizes proprietary AI and manual authenticity checks to verify the origin and metadata of all submitted Media.

3.3 Unilateral Right to Discard: The Company reserves the unilateral and absolute right to reject, discard, and refuse payment for any Media or Annotations that fail to pass our authenticity checks, do not meet our quality standards, or breach any of the warranties in this Agreement.

4. Privacy, Consent, and Personally Identifiable Information (PII)

4.1 Zero-PII Mandate: You must ensure that no human faces, names, reflections, location-identifying landmarks, veterinary clinic names, patient charts, ID collars with phone numbers, or any other Personally Identifiable Information (PII) are visible in the Media.

4.2 Animal-Owner Consent (Contractor’s Sole Responsibility): Before submitting any Media, you represent and warrant that you have obtained all consent from the legal owner of the animal depicted that is necessary or advisable under applicable law to permit the commercial use, transfer, sublicensing, and use for artificial-intelligence and machine-learning model training of the animal’s likeness and related health metadata, consistent with Section 2. Obtaining such consent, and complying with any local law governing it, is your sole responsibility and at your sole risk, and any actual or alleged lack or defect of consent is your responsibility alone and not the Company’s. At the point of each submission, you must affirm that the required consent has been obtained; the Company may record and retain that affirmation. The Company is not required to collect, verify, or store the underlying owner consent. You agree to retain whatever proof of consent is required in your jurisdiction and to provide it to the Company on request.

4.3 International Contributors and Cross-Border Data: Where Media is captured, or consent is obtained, outside the United States, you represent and warrant that the consent obtained and your handling of any related data comply with the laws of the jurisdiction(s) in which they occur, including applicable data-protection and privacy laws (for example, India’s Digital Personal Data Protection Act, 2023, or the EU/UK GDPR where applicable). You are responsible for ensuring such consent is valid and sufficient under local law for the uses described in this Agreement.

4.4 Data Governance and Security: The Company maintains commercially reasonable administrative, technical, and organizational measures to protect contributed Media and Annotations. The Company processes contributions to build, maintain, and license a veterinary and pet-health data corpus, which may include use for AI/ML model development and licensing or sublicensing to third parties. The Company’s collection and use of information is further described in the Ruvv Labs Privacy Policy, which is incorporated into this Agreement by reference.

4.5 Owner-Data Consent and Authorization: In addition to the warranties in Section 4.2, you hereby provide — on your own behalf and, to the extent you are authorized to do so, on behalf of the legal owner of the animal depicted — your unconditional consent, authorization, and permission for (a) the Company to collect, use, store, process, and retain the Media, Annotations, and any personal data or health metadata contained therein, for any purpose described in this Agreement; (b) the Company to share, transfer, license, sublicense, commercialize, and sell the foregoing to the Company’s customers, partners, and prospective customers and partners; and (c) the Company’s customers, partners, and prospective customers and partners to use and process the foregoing for any purpose, including the development of artificial-intelligence and machine-learning products. You represent that you are authorized to grant the foregoing consent on the owner’s behalf, and the sole-responsibility provision of Section 4.2 and the indemnification provision of Section 6.2 apply in full to this authorization.

5. Medical Disclaimer & Purpose

5.1 No Medical Advice: The labeling and annotation tasks performed on this platform constitute data categorization for the purpose of training artificial-intelligence models. They do not constitute veterinary medical advice, diagnosis, or treatment planning. You are acting as a data contributor, not in a clinical capacity on behalf of the Company.

5.2 Purpose of Processing: You acknowledge that the Media and Annotations are collected and processed for the purpose of building data corpora and training, evaluating, and improving artificial-intelligence and machine-learning models, and for licensing such corpora and models to third parties.

6. Fraud, Termination, and Indemnification

6.1 Immediate Termination: The Company may suspend or terminate your account immediately, without notice, and forfeit any pending compensation, if you are found to be (a) submitting AI-generated Media; (b) submitting scraped, stock, or copyrighted Media; (c) misrepresenting your veterinary or professional credentials; (d) violating the Zero-PII Mandate; (e) submitting Media or Annotations you do not own or are not authorized to assign; or (f) failing to obtain or evidence the animal-owner consent required by Section 4.2.

6.2 Indemnification: You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, successors, assigns, and licensees from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of any representation, warranty, or obligation in this Agreement; (b) any actual or alleged lack of, or defect in, the animal-owner consent described in Section 4.2 or the authorization in Section 4.5; (c) any actual or alleged third-party ownership of, or claim to, the Media or Annotations; or (d) your violation of any applicable law, including any data-protection, privacy, or professional-confidentiality obligation. This obligation survives termination or expiration of this Agreement.

7. Governing Law and Dispute Resolution

7.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without giving effect to any conflict-of-law principles.

7.2 Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding, individual arbitration seated in Miami, Florida. You strictly waive any right to participate in a class-action lawsuit or class-wide arbitration.

8. General Provisions

8.1 Survival: Sections 2, 3.1, 4, 5, 6, 7, and 8 survive any termination or expiration of this Agreement.

8.2 Assignment by the Company: The Company may assign or transfer this Agreement and its rights and obligations (including in connection with any financing, merger, acquisition, reorganization, or sale of assets) without your consent. You may not assign your rights or obligations without the Company’s prior written consent.

8.3 Entire Agreement; Severability: This Agreement, together with the Ruvv Labs Privacy Policy, is the entire agreement between you and the Company regarding its subject matter and supersedes prior understandings. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

8.4 Modification: The Company may update this Agreement from time to time. Your continued use of the platform after notice of changes constitutes acceptance of the updated terms.

8.5 Disclaimer of Warranties: The platform and services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

8.6 Limitation of Liability: To the maximum extent permitted by applicable law, the Company will not be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of or relating to this Agreement or the platform. The Company’s aggregate liability will not exceed the total compensation paid to you by the Company in the six (6) months preceding the event giving rise to the claim or, if none, one hundred U.S. dollars ($100).

8.7 Time Limitation on Claims: Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim arose; otherwise it is permanently barred.