Contributor Agreement

This Contributor Agreement (the “Agreement”) is between Wake Inc. (“Wake,” “we,” “us,” or “our”) and the individual or entity accepting this Agreement (“Contributor,” “you,” or “your”). It governs recordings, files, metadata, and other materials that you record, upload, submit, or otherwise provide to Wake as a contributor, including under a collection task, campaign, order, statement of work, or other submission opportunity (each, a “Collection Task”).

This Agreement supplements the Wake Terms of Service (the “Terms”). Capitalized terms not defined here have the meanings given in the Terms. If this Agreement conflicts with the Terms with respect to Contributor Content or a Collection Task, this Agreement shall prevail. A Collection Task may impose additional technical, geographic, content, acceptance, or compensation requirements; if it expressly states that a term overrides this Agreement, that stated term controls for that Collection Task.

THIS AGREEMENT INCLUDES CONSENTS AND RELEASES RELATING TO COMMERCIAL AI TRAINING, USE OF YOUR NAME, IMAGE, LIKENESS, VOICE, MOVEMENTS AND OTHER CHARACTERISTICS, AND, WHERE APPLICABLE, THE COLLECTION AND PROCESSING OF BIOMETRIC OR BIOMETRIC-DERIVED DATA. PLEASE REVIEW IT CAREFULLY BEFORE RECORDING OR SUBMITTING CONTENT.

You may contribute only if you are at least 18 years old (or the age of majority where you live, if higher), have legal capacity to enter into this Agreement, and are not prohibited from participating by applicable law.

YOU ACCEPT THIS AGREEMENT BY SIGNING IT, CHECKING AN ACCEPTANCE BOX PRESENTED WITH IT, OR SUBMITTING CONTRIBUTOR CONTENT AFTER THE AGREEMENT IS PRESENTED TO YOU. BY ACCEPTING IT YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. ELECTRONIC ACCEPTANCE AND ELECTRONIC SIGNATURES HAVE THE SAME EFFECT AS HANDWRITTEN SIGNATURES TO THE EXTENT PERMITTED BY LAW.

“Contributor Content” means any video, video clip, frame, image, audio recording, file, metadata, caption, tag, label, annotation, response, or other material that you record, upload, submit, or provide to Wake.

“Participant” means any identifiable individual who is intentionally or materially recorded, depicted, heard, or otherwise captured in Contributor Content, including you if you record yourself.

“Incidental Person” means an identifiable individual who appears only unintentionally and non-focally in the background of a recording.

“Derived Data” means annotations, labels, captions, transcripts, segmentation masks, pose estimates, measurements, embeddings, extracted features, transformations, metadata, quality scores, classifications, and other information or outputs generated from, about, or in connection with Contributor Content.

“Covered Parties” means Wake, its affiliates, successors and assigns, and customers, service providers, contractors, research partners, and other recipients to whom Wake lawfully provides Contributor Content, Derived Data, or datasets containing them.

“Biometric Data” means information derived from physical, biological, physiological, or behavioral characteristics, including facial features or geometry, voice characteristics or voiceprints, body geometry, gait, pose, movement patterns, or similar characteristics, but only to the extent the information constitutes biometric information, a biometric identifier, biometric data, or a similar regulated category under applicable law.

You will follow the instructions, specifications, eligibility criteria, geographic requirements, technical requirements, and submission deadlines stated in the applicable Collection Task. Unless the Collection Task expressly requires otherwise, you control when, where, and how you perform the recording, subject to this Agreement and applicable law.

You must not:

• fabricate, manipulate, duplicate, recycle, or misrepresent a submission in a way that defeats the Collection Task requirements;
• record in a place where recording is prohibited, or record a private conversation or activity without any notice or consent required by applicable law;
• submit material obtained by hacking, scraping, theft, deception, or other unauthorized means;
• include confidential information, trade secrets, protected health information, financial account information, government identifiers, passwords, access credentials, or other highly sensitive third-party information unless the Collection Task expressly requires it and Wake has provided specific instructions for lawful collection;
• intentionally record or submit any person under 18 years old unless Wake has expressly authorized that Collection Task in writing and provided a separate minor-consent process; or
• submit unlawful content, non-consensual intimate imagery, child sexual abuse material, malware, or content that infringes third-party rights.

You must obtain legally valid, informed permission from every Participant before recording or submitting content that identifies or reasonably permits identification of that Participant. Permission must cover the recording itself and the uses described in this Agreement, including AI training and commercial dataset use.

For each Participant other than yourself, you must use the Participant Release and Consent Form attached as Appendix A, or another form expressly approved by Wake in writing. You must retain a complete copy of each signed release and provide it to Wake promptly upon request.

You should avoid recording Incidental Persons. If an Incidental Person is identifiable and applicable law requires their consent for the recording or intended processing, you must obtain that consent or not submit the recording. Wake may reject, crop, blur, mute, de-identify, or otherwise modify content containing Incidental Persons.

You represent that no Participant is under 18 years old unless the Collection Task expressly authorizes minors and Wake has supplied and required a separate parent or guardian consent process.

If you are a Participant in Contributor Content, you knowingly and voluntarily authorize the Covered Parties to record, receive, host, store, reproduce, process, analyze, annotate, modify, crop, edit, combine, de-identify, transform, distribute, license, sublicense, and otherwise use Contributor Content that depicts or records you, together with Derived Data generated from it.

You specifically understand and agree that Contributor Content and Derived Data may be included in commercial datasets and may be provided or licensed to third parties, including companies and researchers developing artificial-intelligence, machine-learning, robotics, embodied-AI, computer-vision, speech, multimodal, or related systems.

The Covered Parties may use Contributor Content and Derived Data to research, develop, train, pre-train, fine-tune, align, test, evaluate, validate, benchmark, improve, deploy, and commercialize AI and machine-learning systems and related datasets, subject to applicable law and any express restrictions stated in the applicable Collection Task.

To the extent you are depicted, heard, or otherwise identifiable in Contributor Content, you grant the Covered Parties the right to use your name if supplied with the Collection Task, image, likeness, appearance, voice, speech, expressions, gestures, body movements, gait, pose, and other characteristics captured in or derived from the Contributor Content for the purposes described in this Agreement.

To the maximum extent permitted by law, you waive and release claims against the Covered Parties based solely on the authorized exercise of these rights, including claims based on rights of publicity, likeness, or similar personality rights. This release does not waive rights that cannot lawfully be waived.

Depending on the applicable Collection Task and downstream processing, Wake or other Covered Parties may use Contributor Content to extract, derive, generate, analyze, store, or otherwise process information relating to facial features or geometry, voice characteristics or voiceprints, body geometry, gait, pose, movement patterns, or other physical or behavioral characteristics. Some of this information may qualify as Biometric Data under applicable law.

The specific purposes of such processing are to create, curate, annotate, quality-control, license, research, develop, train, test, evaluate, improve, and deploy datasets and AI, machine-learning, computer-vision, robotics, speech, and multimodal systems, and to detect duplicate, fraudulent, unsafe, or nonconforming submissions.

Wake's retention and destruction practices for Biometric Data are described in the Biometric Data Retention and Destruction Policy. Unless a shorter period is required by law or stated in a Collection Task, Wake will retain Biometric Data only for as long as reasonably necessary to fulfill the purposes for which it was collected and thereafter delete or destroy it in accordance with that Policy.

BY ACCEPTING THIS AGREEMENT, YOU PROVIDE YOUR WRITTEN RELEASE AND CONSENT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, FOR WAKE AND THE COVERED PARTIES TO COLLECT, CAPTURE, RECEIVE, OBTAIN, STORE, PROCESS, USE, DISCLOSE, TRANSFER, AND OTHERWISE HANDLE BIOMETRIC DATA DERIVED FROM CONTRIBUTOR CONTENT FOR THE PURPOSES DESCRIBED ABOVE AND IN THE APPLICABLE COLLECTION TASK.

As between you and Wake, you retain any ownership rights you have in the original Contributor Content. You grant Wake and the Covered Parties a worldwide, non-exclusive, sublicensable, transferable (in connection with the applicable dataset, business, or rights granted under this Agreement), royalty-free, fully paid-up license to host, store, copy, reproduce, process, modify, crop, edit, annotate, combine, create derivative works from, distribute, display, perform, license, sublicense, and otherwise use the Contributor Content for the purposes described in this Agreement.

This license includes the right to provide Contributor Content to Wake customers and other Covered Parties as part of datasets or other deliverables, and to allow those recipients to exercise the rights reasonably necessary for the authorized AI, research, development, evaluation, deployment, and commercialization purposes.

The license is irrevocable with respect to uses already made, datasets already delivered, and Derived Data or models already created before any valid withdrawal or deletion request takes effect, except to the extent applicable law requires otherwise.

As between you and Wake, Wake owns the annotations, labels, curation, compilation, arrangement, processing outputs, quality-control outputs, dataset structure, and other materials created by or for Wake, including Wake-created Derived Data, subject to any rights you retain in the underlying Contributor Content and subject to applicable law.

Nothing in this Agreement gives you ownership of a Wake dataset, Wake software, Wake annotation layer, or a model trained using Contributor Content merely because your Contributor Content was used in or contributed to it.

You represent, warrant, and covenant that:

• you created the Contributor Content yourself or otherwise have all rights necessary to submit it and grant the rights in this Agreement;
• each Participant has knowingly agreed to the recording and intended uses, and you have obtained every consent, release, notice, permission, and authorization required by applicable law;
• you have permission to record at the relevant location and to capture any property, artwork, screens, music, documents, or other material included in the recording where permission is legally required;
• Contributor Content does not violate copyright, trademark, privacy, publicity, confidentiality, contractual, biometric-privacy, wiretap/eavesdropping, data-protection, or other rights of any person;
• you will not conceal from a Participant the fact that the recording may be used for AI training or commercial dataset purposes;
• information you provide about the recording, Participants, location, provenance, permissions, and eligibility is accurate and complete in all material respects; and
• you will preserve records reasonably necessary to substantiate these representations for as long as Wake may lawfully need them in connection with the applicable submission.

Wake may require you to provide signed Participant releases, recording logs, provenance information, timestamps, location confirmation, or other reasonable evidence that a submission complies with this Agreement and the applicable Collection Task. Wake may rely on your representations and records without independently contacting each Participant or authenticating each underlying permission before accepting or distributing Contributor Content.

Failure to provide requested evidence may result in rejection, removal, non-payment, suspension of future submissions, or other remedies permitted by the Terms, this Agreement, or applicable law.

Wake may review Contributor Content for compliance with the Collection Task and this Agreement. Unless the applicable Collection Task states otherwise, Wake may reject a submission that is incomplete, duplicative, fraudulent, unlawful, technically defective, outside the requested scope, missing required permissions, or otherwise materially nonconforming.

Compensation, if any, will be stated in the applicable Collection Task or other written arrangement. You are entitled only to the compensation expressly stated there for submissions that satisfy the applicable acceptance criteria. Unless expressly stated otherwise, compensation is a one-time payment for accepted contributions and does not include royalties, residuals, revenue shares, or additional payments based on later dataset licensing, model training, model deployment, or other downstream uses.

You are personally responsible for taxes, fees, and expenses associated with your contributions except to the extent applicable law requires otherwise.

Nothing in this Agreement creates an employment, partnership, joint venture, fiduciary, franchise, or agency relationship between you and Wake. You have no authority to bind Wake. To the extent permitted by applicable law, you participate as an independent contributor using your own judgment, equipment, and means.

Wake may process personal information associated with your account, identity, submissions, payment, device, and activity as described in the Wake Privacy Policy and any notice presented at or before collection. This Agreement addresses rights and permissions in Contributor Content and does not reduce any privacy right that cannot lawfully be waived.

Where applicable law gives you a right to request access, correction, deletion, or other treatment of personal information, Wake will respond in accordance with that law.

You acknowledge that content already lawfully delivered to customers, incorporated into completed datasets, or used to create trained models may not always be technically capable of being recalled or removed, subject always to any greater obligation imposed by applicable law.

A Collection Task may contain confidential instructions, unreleased product information, research protocols, or other non-public information. If a Collection Task is designated confidential or reasonably should be understood as confidential, you may use that information only to perform the Collection Task and may not disclose it except as authorized by Wake or required by law.

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Wake and its affiliates, officers, directors, employees, agents, successors, assigns, and customers that receive the applicable Contributor Content from and against third-party claims, damages, losses, liabilities, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising out of or relating to: (a) your breach of this Agreement; (b) your failure to obtain a required consent, release, permission, or right; (c) a claim by a Participant or other person depicted or recorded in Contributor Content; (d) infringement or alleged infringement of privacy, publicity, biometric-privacy, copyright, confidentiality, or other third-party rights by Contributor Content as supplied by you; or (e) your unlawful recording or submission.

Wake may assume control of the defense of any matter subject to indemnification, at your expense, in which case you will reasonably cooperate. This Section does not require indemnification to the extent prohibited by applicable law.

This Agreement is effective when you accept it and continues until terminated by either party with respect to future submissions. Termination does not revoke rights already granted with respect to Contributor Content submitted before termination, except to the extent applicable law requires otherwise.

Sections concerning previously submitted content, rights granted, Participant releases, Biometric Data, Derived Data, warranties, evidence, payment obligations, indemnification, dispute resolution, and provisions that by their nature should survive will survive termination.

Wake may update this Agreement from time to time. If we make material changes, we will give reasonable notice – typically by email or via the Wake App – before the change takes effect. If you do not agree to the updated terms of the Agreement, you must stop using the Service before the effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Agreement.

This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of California, without regard to its conflict-of-law principles. Most concerns can be resolved by contacting us at legal@wake.inc. A party that intends to seek arbitration must first send written notice to the other party describing the nature of the claim and the specific relief sought. If the parties do not reach an agreement within thirty (30) days after that notice is received, either party may commence arbitration. Except for claims that qualify for small-claims court or claims seeking injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The place of arbitration shall be Irvine, California. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. You and Wake agree to submit to the personal jurisdiction of the courts in Irvine, California solely to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on an arbitration award.

Class action waiver. YOU AND WAKE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate another person's claims with yours and may not preside over any class or representative proceeding. If this class action waiver is found unenforceable as to a particular claim or remedy, that claim or remedy (and only that one) will proceed in the state or federal courts located in Irvine, California, which will have exclusive jurisdiction over it, and the remainder of this arbitration agreement will otherwise remain in effect.

Right to opt out. You may opt out of this arbitration agreement and class action waiver within thirty (30) days of first accepting this Agreement by notifying us at legal@wake.inc. If you do not opt out in time, you agree to pursue any claim against Wake only through individual arbitration as described above.

Jury trial waiver. If a dispute proceeds in court rather than through arbitration, you and Wake each waive any right to a jury trial.

Time limit to file claims. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred.

Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect and the unenforceable provision will be interpreted to best accomplish its original intent.

Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets.

No waiver. Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later.

Notices. Notices to Wake under this Agreement must be sent to legal@wake.inc. We may send notices to you at the email address associated with your account, or by sending notification via the Wake App. Notices are deemed received when sent, except that notices sent by email are deemed received the next business day.

Entire agreement. This Agreement, Appendix A, the Biometric Data Retention and Destruction Policy, the Terms, and the applicable Collection Task form the agreement between you and Wake regarding the applicable contribution. Wake may update this Agreement for future submissions by providing notice as required by applicable law. A material change will not retroactively expand the permitted use of previously submitted Contributor Content where applicable law requires renewed consent.

Questions or legal notices regarding this Agreement may be sent to legal@wake.inc.

By checking the acceptance box and entering your full legal name, you acknowledge that you have read and understood this Agreement, including the provisions relating to AI training, commercial dataset use, your name, image, likeness, voice, movements, and Biometric Data, and you voluntarily agree to be bound by this Agreement.

In the Wake app, acceptance is recorded when you accept this Agreement before submitting Contributor Content. On a printed copy, complete the form below.

• I have read and agree to the Wake Contributor Agreement, including the AI training, commercial dataset, likeness, voice, movement, and Biometric Data provisions.

Full legal name: ______________________________________

Date: ________________________________________________

This Participant Release and Consent Form (“Release”) is attached to and forms part of the Wake Contributor Agreement. It is intended for a person who appears, speaks, acts, moves, or is otherwise intentionally or materially captured in Contributor Content submitted to Wake. A separate completed Release should be retained for each Participant unless Wake expressly approves another collection method.

Participant: By signing below, I confirm that I am at least 18 years old (or the age of majority where I live, if higher). I understand that I am being recorded for a project in which recordings may be submitted to Wake Inc. and used in commercial datasets and artificial-intelligence research and development.

A. Recording and Use Consent

I voluntarily authorize the Contributor, Wake, and the Covered Parties to record, receive, host, store, reproduce, process, analyze, annotate, modify, crop, edit, combine, de-identify, transform, distribute, license, sublicense, and otherwise use recordings and related data that depict, identify, or record me.

I understand that the recordings and data derived from them may be provided or licensed to third-party customers and may be used to research, develop, train, pre-train, fine-tune, align, test, evaluate, validate, benchmark, improve, deploy, and commercialize AI, machine-learning, robotics, embodied-AI, computer-vision, speech, multimodal, and related systems and datasets.

B. Name, Image, Likeness, Voice, and Movement Release

I authorize the Covered Parties to use my name if supplied for the project, image, likeness, appearance, voice, speech, expressions, gestures, body movements, gait, pose, and other characteristics captured in or derived from the recordings for the purposes described above. To the maximum extent permitted by law, I release claims based solely on the authorized exercise of these rights, including claims based on rights of publicity, likeness, or similar personality rights.

C. Biometric Information Notice and Written Release

I understand that Wake or other Covered Parties may use the recordings to extract, derive, generate, analyze, store, or otherwise process information relating to facial features or geometry, voice characteristics or voiceprints, body geometry, gait, pose, movement patterns, or other physical or behavioral characteristics, and that some such information may constitute Biometric Data under applicable law.

The purposes of this processing include creating, curating, annotating, quality-controlling, licensing, researching, developing, training, testing, evaluating, improving, and deploying datasets and AI, machine-learning, computer-vision, robotics, speech, and multimodal systems, as well as detecting duplicate, fraudulent, unsafe, or nonconforming submissions.

I have received or had the opportunity to review the Biometric Data Retention and Destruction Policy. I provide my written release and consent, to the extent required by applicable law, for the Covered Parties to collect, capture, receive, obtain, store, process, use, disclose, transfer, and otherwise handle Biometric Data derived from the recordings for the purposes described above.

D. Compensation

Unless Wake or the Contributor separately agrees in writing to pay me, I understand that I will not receive royalties, residuals, revenue shares, or other compensation from Wake or its customers based on use of the recordings, datasets, Derived Data, or models.

E. Voluntary Consent and Questions

I understand that signing this Release is voluntary. I have had the opportunity to ask the Contributor or Wake questions before signing. This Release does not waive rights that cannot lawfully be waived.

Participant Acceptance

By signing this form or, if completed electronically, by checking the acceptance box and entering your full legal name, you acknowledge that you have read and understood this Participant Release and Consent Form, including the provisions relating to recording, AI training, commercial dataset use, your name, image, likeness, voice, movements, and Biometric Data, and you voluntarily provide the consents and releases described above.

• I have read and agree to this Participant Release and Consent Form, including the AI training, commercial dataset, likeness, voice, movement, and Biometric Data provisions.

Full legal name: ______________________________________

Date: ________________________________________________