Cloning Agreement

This Cloning Agreement (“Agreement”) governs the creation and ongoing operation of any AI clone you build on Aiva, and is between you and Aiva AI, Inc., a Delaware corporation (“Aiva”). It sits alongside the Terms of Service and Privacy Policy; where they conflict, the Terms of Service controls. By tapping “I agree” in Aiva Clone Studio you accept this Agreement for the clone you are about to build.

1. What we mean by “Clone”

A “Clone” is the AI persona generated from material you provide, including interview transcripts, voice recordings, documents, links, and social posts, together with the system prompt, voice model, and metadata Aiva derives from that material. The Clone is identified by a slug under getaiva.xyz/c/<your-slug> and may be exposed to other Aiva users in conversation sessions.

2. You retain ownership

You own your underlying expertise, materials, voice, and likeness. Nothing in this Agreement transfers ownership to Aiva. You grant Aiva a non-exclusive, worldwide, royalty-free licence (subject to the royalty terms in Section 4) to use, reproduce, process, and display your material solely for the purpose of operating your Clone on the Aiva platform. That licence ends when the Clone is deleted (Section 6).

We do not use your material to train foundation models. We do not licence your Clone, voice, or material to third parties for any other product. Inference calls run against Anthropic’s commercial API, whose terms exclude inputs from foundation-model training.

3. Voice rights

If you record voice samples or run a voice interview, Aiva creates a cloned voice via ElevenLabs and stores the resulting voice ID. The cloned voice is used only to power text-to-speech for your Clone. We will not sell, sublicence, or repurpose the cloned voice for any other product, persona, or third party. Deleting your Clone (Section 6) triggers deletion of the underlying ElevenLabs voice.

4. Royalties

Each conversation with your Clone consumes a number of units based on response depth (Quick = 1 unit · Substantive = 3 units · Deep = 5 units). You earn a contributor share of the per-unit price set by your Clone’s tier:

• Tier 1 (Elite): 75% of $0.60/unit
• Tier 2 (Expert): 70% of $0.24/unit
• Tier 3 (Professional): 65% of $0.09/unit

New contributors receive an additional +10% on their tier’s share for the first 90 days. Royalties accrue in your Aiva ledger and are paid out to your connected Stripe account on the schedule shown in Payouts. Aiva may revise unit prices and shares prospectively with reasonable notice; existing accrued royalties are not affected.

Pre-marketplace launch (current phase): Creators today use Clone Studio + the shareable conversation URL + (optionally) MCP in their own tools. The full consumer marketplace has not yet launched, so no royalty payouts are processed in this phase. Conversations and unit consumption are still tracked in your ledger so that, when the marketplace opens, your historical activity is on file. Whether pre-launch ledger entries become payable at marketplace launch is a separate decision we’ll communicate before that happens. By accepting this agreement, you acknowledge that the royalty mechanics above apply once the marketplace is live, not during the pre-marketplace phase.

4a. Marketplace Clones (default) & private clones

Aiva clones are built for distribution through the Aiva marketplace. By completing Clone Studio, your clone is provisioned for the marketplace at launch by default. That’s how creators earn royalties, and it’s how Aiva funds the compute and hosting that keep your clone live.

You may opt out at any time from the per-clone Marketplace listing toggle in Clone Studio (no friction, no penalty, and you can flip back). A clone that is private:

• Will not appear in the Aiva marketplace and will not generate royalty entries.
• Remains fully accessible to you via Clone Studio, your shareable conversation URL, MCP tokens, and (if purchased) the compiled-artifacts export.
• At marketplace launch, will be subject to a private-clone hosting subscription (covering the compute we incur in the absence of a royalty cut). The fee, exact billing date, and grandfathering rules will be communicated in advance with a transition window; no fee applies retroactively, and no fee is charged today.

Switching a clone from listed to private (or back) takes effect immediately. The per-clone toggle lives in Clone Studio under the clone’s Deploy page and in your account settings. We retain the timestamp of any opt-out for fairness of the advance-notice window described above.

Listing eligibility. Being provisioned for the marketplace is a default intent, not a guarantee of listing. When the marketplace launches, every clone must meet Aiva’s eligibility criteria and pass review, and Aiva may decline, suspend, or remove any clone from the marketplace at its sole discretion, including, without limitation, clones involving adult or sexually explicit material, illegal activity, hate or harassment, impersonation, deception, or any content that in Aiva’s judgement creates legal, safety, brand, or reputational risk. You may still build and privately use a clone that is not eligible for the marketplace, subject to these terms and the private-clone hosting terms above. Eligibility criteria may evolve with the marketplace and applicable law.

5. Your representations

You confirm that the material you upload, including text, links, voice, images, and claims of credentials, is yours to share, accurate, and does not infringe a third party’s rights. You are responsible for keeping your Clone’s public-facing claims (bio, qualifications, specialisms) truthful. Aiva may suspend or remove a Clone whose public claims are materially false or whose material was uploaded without rights.

6. Right to delete

You can request deletion of your Clone at any time from Settings or from inside Studio. Deletion:

• Removes the Clone from the marketplace and stops new sessions immediately.
• Permanently deletes interview transcripts, knowledge documents, system prompts, voice samples, materials, and connected sources from production within 24 hours.
• Triggers deletion of the underlying ElevenLabs voice.
• Retains royalty ledger entries you have already earned, so your Stripe payouts settle correctly.

Encrypted database backups are retained on a rolling 30-day window for disaster recovery and then expire. We do not restore deleted Clones from those backups except for documented disaster recovery; the backup window is the only context in which deleted material persists.

6a. Conversation data & MCP session memory

Conversations between users and your Clone (whether via the public share page, the Aiva marketplace once it opens, or your MCP integration in tools like Claude Code, Cursor, or Claude Desktop) are stored on Aiva so that: (a) the Clone can reference earlier turns in the same conversation; (b) the conversation contributes to your usage record, your improvement signal, and (post-marketplace) your royalty ledger; (c) you can review and correct individual answers through the feedback loops described in Section 1.

MCP memory. When you use your Clone via MCP, it remembers your conversations in two ways. Calls from the same tool session thread together so it follows the immediate back-and-forth; that session content auto-expires after 24 hours of inactivity and its messages are permanently deleted. Beyond that, your Clone builds a longer-term memory of what you have told it and recalls relevant context across sessions and days. That longer-term memory is private to you and that Clone: scoped to your creator account, never surfaced on the Clone’s public page or to other people, and retained until you clear it or delete the Clone or account. This applies to the Aiva-hosted and BYOK MCP modes; the native mode bypasses our inference layer entirely and is not retained on Aiva at all. You can wipe both layers at any time from Studio → Settings → Memory; deleting your account or your Clone also wipes all associated MCP sessions and memory.

Conversation content remains subject to the four privacy commitments we make platform-wide: (i) it is not used to train any foundation model, ours or the underlying inference provider’s; (ii) it is not shared across clones, accounts, or contributors; (iii) it does not leave your workspace without your instruction (no third-party advertising, tracking, or analytics on conversation content); (iv) we do not attach personal identity to inference calls at the model provider. These commitments do not change with MCP memory enabled.

7. Export & portability

We split exports into two categories that we treat differently:

• Your personal data: free, on request. Interview recordings, uploaded materials, your profile, and full transcripts are your personal data. To receive a copy, email hello@getaiva.xyz from the address on your Aiva account. We will send a JSON, Markdown, or ZIP-with-audio bundle free of charge, within 30 days of the request (usually within a few business days), in line with your rights under GDPR Articles 15 (right of access) and 20 (right to data portability). We use email rather than a self-serve download so we can verify your identity and package the original interview audio.
• Compiled artifacts: paid, $499.99 per clone (one-time). The compiled system prompt, knowledge document, voice-clone metadata, and benchmark results are works Aiva builds for you using our compute, pipeline, and proprietary calibration rubric (Anthropic and ElevenLabs API costs included). They are not personal data per se; they are an IP product. A one-time fee unlocks downloading these artifacts from Studio → Export, capped at three downloads per purchase to discourage redistribution. Refundable within 30 days of purchase if you have not downloaded the compiled bundle.

The personal-data request route is never gated, conditioned, or delayed by the paid path. The two paths are independent; you do not need to pay to receive your personal data.

Licence scope for compiled artifacts. When you download the compiled bundle (paid or under a promotional window), Aiva grants you a non-exclusive, non-transferable licence to use the artifacts for: (a) personal use, (b) internal workflow or product integration in your own organisation, and (c) standalone deployment of your Clone outside Aiva. The licence does not permit: resale, sublicensing, or use of the compiled artifacts as training data for any system that builds AI personas or competing clone-creation tools, without our separate written permission. Compiled exports carry a watermark + provenance fingerprint (export ID, timestamp, licence URL) so we can identify unauthorised use; removing or obscuring the fingerprint does not change the licence terms.

Promotional windows. From time to time we may make the paid compiled-artifacts export available at no cost during a defined launch or promotional window. Promotional access is a benefit of the specific window only and does not create a perpetual or recurring entitlement. Standard pricing resumes for everyone, including founding cohort, when the window closes. The exact wording you accept at the start of a free window (along with the closing date you saw) is captured on your clone’s row as evidence of the policy you agreed to. See Terms § 13 for the full pricing-promotion terms.

8. Pause & retire

You may pause your Clone (hide from marketplace, stop accepting new sessions) without deleting it, or retire it permanently while keeping your earnings record intact. Both are available from Settings.

9. Liability & reputation protection

Your Clone is an AI representation, not professional advice from you personally. Aiva is not liable for decisions users make in reliance on Clone output. We display a clear AI disclosure on every Clone profile and below every chat composer. You are not liable for third-party use of your Clone beyond the contributor obligations in Section 5 above.

Hallucination & reputational protection. AI clones may occasionally fabricate specific facts, statistics, quotes, anecdotes, or cited prior employment. Aiva uses commercially reasonable measures to reduce this risk (truthfulness rules embedded in the compile pipeline, per-clone moderation), but these are mitigations and not guarantees.

• Aiva to Contributor: we will act on a takedown request within 7 business days. Where the harm was caused by Aiva’s gross negligence or wilful misconduct, we will indemnify the Contributor for direct losses, subject to the aggregate liability cap in Terms § 10.
• Contributor to Aiva: you indemnify Aiva for harm arising from material you did not have the right to submit (e.g. confidential employer content, third-party copyrighted works, personal data of others without consent).
• Takedown: email hello@getaiva.xyz at any time to request that your Clone be paused or removed from public surfaces.

Aiva’s aggregate liability to you under this Agreement is limited as set out in Terms § 10. The full mutual-indemnity wording is in Terms § 12 (Creator Reputation & Hallucination Protection).

10. Changes to this Agreement

We may revise this Agreement. Material changes that affect your rights (royalty share, voice usage, deletion mechanics) will be notified in-app and by email at least 30 days before they take effect. Continued use of your Clone after that date constitutes acceptance.

11. Contact

Questions about this Agreement: hello@getaiva.xyz.