Character Import Agreement
Version 2026.10.06. Signed by a director of each business that applies for character import, from a link emailed to them, with a drawn signature, for the company. It applies in addition to Schedule 1 of the Terms of Service.
Read clauses 4, 5, 10, 11 and 12 before signing. They contain warranties about rights and real people, an uncapped indemnity, limits on our liability, and a fixed charge for each image imported in breach.
1. Parties and status
This Character Import Agreement (the "Agreement") is between Wayfinity Ltd, a company incorporated in the Republic of Cyprus (registration number HE 477899), trading as SpicyAPI ("SpicyAPI", "we", "us"), and the company named in the signature block (the "Business"). The individual who signs it for the Business is the "Signatory". It supplements the Terms of Service, the Acceptable Use Policy and Schedule 1 (Character Import Terms), which continue to apply in full. Words defined in Schedule 1 have the same meaning here. Where this Agreement and those terms deal with the same matter, the provision that places the stricter obligation on the Business applies. No terms of the Business apply to the Import Feature, whatever they say.
2. The Business and the Signatory
The Business warrants that it is the legal entity named in its application, validly registered and in good standing; that it operates the platform at the website named in its application (the "Platform"); and that everything in its application, including every document uploaded with it, is true, complete, current, genuine and unaltered. The Signatory confirms that they are a director or officer of the Business with authority to sign this Agreement for it. The Business will tell us within five business days of any change to these matters.
3. What may be imported
The Business may import only characters that (a) are wholly synthetic, fictional adults created by or for the Business; (b) were publicly available on the Platform for at least 30 days before the import; and (c) are imported with the public URL of the page on the Platform where that character appears (the "Source Page"). The Business must operate the Import Feature itself. It must not import characters taken from any other platform or person, characters created for the purpose of importing them, or any image supplied, chosen or requested by an end user, and must not expose the Import Feature to end users in any form.
4. Rights and permissions
For every Imported Image, Imported Character and Derived Output, the Business warrants, on each import and on a continuing basis, that: (a) it owns, or holds under written agreements, every intellectual property right, licence, permission, consent and release needed to submit the image, to grant the licence in Schedule 1, section S1.9, and for us and our service providers to process the image and create, store and deliver the Imported Character and Derived Output; (b) the image is an original work created by or for the Business, and no person, including any AI tool or model provider whose terms restrict that use, is entitled to object to the import or to any of that processing; (c) nothing imported or derived infringes any copyright, trade mark, design, database, publicity, personality, image, privacy, data protection or moral right of any person; and (d) the Business has waived, and has procured the waiver of, all moral rights in the image to the extent the law allows. The Business is solely responsible for the rights in everything it imports.
5. No real people, no resemblance, no exceptions
The Business warrants that every Imported Character: (a) is wholly fictional and does not depict, and was not based on, modelled on or intended to resemble, any Real Person, living or dead, public or private, including any performer, model, influencer, adult content creator, celebrity, employee, contractor or acquaintance; (b) was not created, edited or refined using any photograph, video, voice, name, description or other data of a Real Person, including by face swap, identity or reference images, image-to-image editing, a model or LoRA trained on a Real Person, or a prompt naming or describing a Real Person; (c) has never been presented anywhere as a Real Person or as the likeness of one; and (d) to the best of the Business's knowledge after reasonable enquiry, including a reverse image search of each image, does not resemble any Real Person closely enough to be taken for them. Consent from the person depicted, a model release or any other permission does not make an import of a Real Person permitted, and we will not accept one. If anyone tells us that an Imported Character or Derived Output depicts or resembles them, we may remove it, and everything made from it, without verifying the claim and without liability, and the Business bears every consequence.
6. Adults only
Every Imported Character is, and is clearly presented as, an adult of at least 18 years of age, and has never been depicted, described, captioned, tagged, marketed or role-played, on the Platform or anywhere else, as under 18, with childlike features or in a context that suggests a minor. A breach of this clause is the most serious breach of this Agreement and will be reported to the authorities.
7. Law and the Business's own users
The Business is the publisher of its characters and of all Derived Output to its own users, and is solely responsible to them. It complies, in every jurisdiction where it operates or its users are located, with all laws that apply to its platform and content, including age verification, record-keeping (including 18 U.S.C. 2257 where it applies), online safety, consumer protection, data protection, any law requiring AI-generated or manipulated content to be labelled as such (including Article 50 of the EU AI Act), and any law requiring the removal of intimate images within a set time. We are a provider of technical services to the Business and not the publisher of anything it makes available.
8. Records, verification and audit
In addition to Schedule 1, section S1.5, for each Imported Character the Business keeps for at least six years: the Source Page URL and the date the character was first published; the tool, model and version, prompts, seeds and settings used to create it; every input image used; and the evidence of its rights under clause 4. It provides them within five business days of our request, or within 24 hours where we say the request concerns a suspected minor or Real Person. The Business authorises us to verify it and every import by automated and manual means, including its company documents, public registries, web search, its website and email domain, the Internet Archive, the Source Page and reverse image search services that match images (not faces), and to send images and application details to our service providers for that purpose. We do not use face recognition. On ten business days' notice we, or an auditor we appoint, may inspect those records. Verification is a safeguard for our benefit only, is not approval (Schedule 1, section S1.7), and never reduces the Business's responsibility.
9. Complaints, takedown and cooperation
The Business tells us within 24 hours of receiving any complaint, notice, claim or report that an Imported Character or Derived Output infringes any right, depicts or resembles a Real Person, depicts a minor or is unlawful. Within 24 hours of our request, or any shorter period the law requires, it removes the character and all Derived Output from the Platform, stops using them, and confirms in writing that it has done so. It cooperates fully, at its own cost, with us, with any person entitled to it by law, and with any regulator or law enforcement authority, and does not name us publicly in connection with any such matter without our written consent.
10. Indemnity
The Business will indemnify, defend and hold harmless SpicyAPI, Wayfinity Ltd, their affiliates, and their officers, directors, employees, agents, subcontractors and service providers (the "Indemnified Persons") against all claims, demands, proceedings, investigations, losses, damages, liabilities, settlements, fines, penalties (to the extent the law allows them to be indemnified), costs and expenses, including legal fees on a full indemnity basis and the costs of investigation, review, takedown, notifying affected persons and responding to regulators and law enforcement, arising out of or in connection with: (a) any Imported Image, Imported Character or Derived Output; (b) any breach of this Agreement, Schedule 1, the Terms of Service or the Acceptable Use Policy; (c) any allegation that anything imported or derived depicts or resembles a Real Person or a minor, infringes any right or is unlawful; (d) any inaccuracy in its application or documents; or (e) any act or omission of its users. We may conduct the defence of any claim with counsel of our choice at the Business's cost, and the Business will not settle any claim without our written consent. Sums under this clause are payable on demand, are not subject to any cap or limitation in any of our terms, and are not reduced by any insurance.
11. Our liability
The Import Feature is provided as is, as an accommodation, without any warranty. To the maximum extent the law allows, we are not liable to the Business or the Signatory for any refusal, hold, delay, removal, suspension or withdrawal, any loss of Imported Characters or Derived Output, or any loss of profit, revenue, business, goodwill or data, or any indirect or consequential loss, however arising. If we are nonetheless liable, our total liability in connection with the Import Feature is limited to the import fees the Business paid in the three months before the claim arose. Nothing in this Agreement limits any liability for death or personal injury caused by negligence, for fraud, or any other liability that cannot lawfully be limited.
12. Breach and remedies
12.1 A breach of any of clauses 2 to 9 is a material breach of the Terms of Service that is not capable of remedy, and Schedule 1, section S1.8 applies to it. 12.2 On any actual or suspected breach we may, without notice: withdraw the Import Feature; suspend or close the account; remove any Imported Character and Derived Output; set off any sum the Business owes us against its balance; and keep any import fees. 12.3 For each Imported Image submitted in breach of clause 4, 5 or 6, the Business pays us a fixed charge of US$500, which the parties agree is a genuine and proportionate estimate of the cost to us of the review, takedown, record-keeping, reporting and compliance work such a breach causes, and which does not limit the indemnity in clause 10. 12.4 We may report any breach to the authorities and disclose to them, and to any person entitled to it by law, the images, the application and documents, and the identity and contact details of the Business and the Signatory.
13. Personal data
If, in breach of this Agreement, anything imported contains personal data, the Business is its controller and solely responsible for having a lawful basis and every consent it needs, and Schedule 1, section S1.10 applies. To assess the application and evidence this Agreement we keep the Business's details, what we read from its company documents (including the names of its directors), the Signatory's name, title, email address and signature, and the time, IP address and browser of the signature, for as long as any Imported Character exists and six years afterwards, as described in our Privacy Policy. Copies of the uploaded documents themselves are deleted once the application is decided.
14. Electronic signature and records
The parties agree to enter into this Agreement electronically. The Signatory signs it for the Business by drawing a signature, typing their name and confirming the declarations on the signing page reached from a link sent to their email address; that has the same effect as a handwritten signature for all purposes. Our record of the signature (the drawn signature, typed name, title, company, email address the link was sent to, time, IP address, browser, account, agreement version and a SHA-256 hash of the text signed) is conclusive evidence of it, except for manifest error. A signed copy is emailed to the Signatory and to the account.
15. General
This Agreement applies to every import made under the Business's account, whether before or after it is signed, and clauses 2, 4 to 14 and 16 survive the end of any import window, of the account and of the Terms of Service. If any provision is invalid or unenforceable, it is limited or removed to the minimum extent necessary and the rest continues in force. No failure or delay by us waives any right. We may assign or transfer our rights; the Business and the Signatory may not. The Indemnified Persons may enforce clause 10, and otherwise no third party has rights under this Agreement. Notices to the Business and the Signatory may be sent to the account email or the Signatory's email address. We may update this Agreement for future imports by notice; the version signed governs imports made under it. This Agreement is written in English, which prevails over any translation.
16. Governing law and jurisdiction
This Agreement, and any dispute or claim arising out of or in connection with it, is governed by the law of England and Wales. The courts of England and Wales have jurisdiction, but this clause is for our benefit only: we may also bring proceedings against the Business in any other court of competent jurisdiction, including where it is established, and concurrently in more than one.