Terms of Service

Contents

1. Acceptance & the clickwrap agreement
2. Eligibility
3. Accounts, keys & security
4. What the Service is — and the No-Custody Rule
5. Your obligations
6. Model registration — representations & warranties
7. Royalty statements & peer-to-peer settlement
8. Prohibited uses
9. Intellectual property
10. Copyright & DMCA
11. Disclaimers
12. No financial services · No custody · No money transmission · No investment advice
13. Limitation of liability
14. Indemnification
15. Term & termination
16. Governing law, arbitration & class-action waiver
17. Changes to these Terms
18. Miscellaneous
19. Contact

1. Acceptance & the clickwrap agreement

By clicking "I Agree" (or any equivalent button or checkbox), by creating an account, by registering a model, by submitting a usage report, or by otherwise accessing or using the Service, you agree to be bound by these Terms and by the documents they incorporate by reference, including the Acceptable Use Policy and the Privacy Policy. If you do not agree, do not use the Service.

These are operative, binding Terms — not a draft. When you accept them, we record your assent, including the document version, a timestamp, and your account identifier, so that the agreement you entered can be reconstructed.

The OMLA Model License is a separate binding agreement. A creator accepts the Model License as a clickwrap agreement at the time of model registration, and a commercial user becomes bound by the Model License through its commercial use of a registered model. These Terms govern your use of the Service generally; the Model License governs the licensing of, and royalty terms for, registered models. Where the two overlap, each applies on its own subject matter, and the governing-law and dispute-resolution provisions are written to be identical (see Section 16).

If you accept these Terms on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Eligibility

To use the Service, you must:

• be at least 16 years old (and at least 18 where required to form a binding contract in your jurisdiction), and have the legal capacity to enter into these Terms;
• not be located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive sanctions or embargoes administered by the U.S. government or other applicable authority, and not be a person or entity listed on any applicable sanctions or denied-party list (including lists maintained by the U.S. Office of Foreign Assets Control, "OFAC"); and
• where you act for an organization, have the authority to bind that organization.

You may not use the Service if applicable law prohibits you from doing so, or if a prior account of yours was terminated for cause. You are responsible for ensuring that your use of the Service is lawful in the jurisdictions that apply to you.

3. Accounts, keys & security

3.1 Accurate registration. You agree to provide accurate, current, and complete information when you create an account and to keep it up to date. You are responsible for all activity that occurs under your account.

3.2 Credentials. You are responsible for safeguarding your login credentials and for any use of the Service made with them. Notify us promptly at hello@omla-ai.org if you suspect unauthorized access.

3.3 Signing keys are yours to protect. Model registration relies on cryptographic signatures made with a post-quantum-capable signing key (an Ed25519 key and/or an ML-DSA key). You — not OMLA — are solely responsible for the generation, custody, backup, and secrecy of your private signing keys. OMLA never holds, escrows, or can recover your private keys. If a private key is lost, stolen, or compromised, OMLA cannot restore it, reverse signatures made with it, or guarantee control of any registry entry, wallet identifier, or payment associated with it. You are responsible for any registration, signature, or declaration made with your key.

3.4 One account per entity. Unless we agree otherwise in writing, each person or organization may maintain a single account. You may not share, sell, or transfer your account.

3.5 Suspension. We may suspend or restrict access to an account where we reasonably believe it is being used in violation of these Terms or the Acceptable Use Policy, presents a security or fraud risk, or where we are required to do so by law.

4. What the Service is — and the No-Custody Rule

4.1 OMLA is a registry and a measurement service. OMLA operates a no-custody model-licensing registry and royalty-measurement service. Through the Service, OMLA:

• maintains a public registry of registered models, including model names, content hashes, public keys, accepted License versions, declared lineage relationships, and compliance state; declared royalty splits and payee coordinates remain access-controlled;
• verifies cryptographic signatures submitted at registration;
• records the contribution splits and lineage that creators declare;
• ingests usage reports submitted by commercial users; and
• computes the amount owed under the OMLA Model License and publishes a royalty statement that sets out that amount together with the payee's self-provided wallet or payment details.

4.2 The No-Custody Rule. OMLA is a measurement and publishing service only. OMLA never holds, receives, moves, routes, escrows, converts, refunds, or custodies funds. OMLA is not a party to, intermediary of, beneficiary of, or guarantor of any payment between a commercial user and a creator. There is no "OMLA balance," and OMLA maintains no account that holds value on any user's behalf. A royalty "statement" is a computed notice of an amount owed — it is not an invoice that OMLA collects, and OMLA receives nothing when a statement is settled. The financial and no-custody disclaimers in Sections 11 and 12 are an essential part of this agreement.

4.3 Availability. We may modify, suspend, or discontinue any part of the Service at any time. We aim to give reasonable notice of material changes that affect registered models, but we do not warrant uninterrupted or error-free operation.

5. Your obligations

When you use the Service, you agree that you will:

• keep your private signing keys secret and secure (Section 3.3);
• not impersonate any person, creator, model, or organization, and not misrepresent your affiliation with anyone;
• not file complaints, takedown notices, or disputes that you know to be false or that you submit in bad faith;
• not upload, register, link, or transmit material that is unlawful, infringing, or that you do not have the rights to provide;
• submit accurate and complete usage reports, and not falsify, manipulate, or omit data in order to understate amounts owed;
• comply with all laws applicable to you, including export, sanctions, anti-money-laundering, tax, and consumer-protection laws, and with the terms of any payment rail you use to settle directly with a counterparty; and
• comply with the Acceptable Use Policy, which is incorporated into these Terms by reference.

6. Model registration — representations & warranties

When you register a model, you make the following representations and warranties, each of which you must be able to support, and each of which you give every time you register, update, or re-sign a registration:

• Rights to license. You own the model, or you are otherwise authorized to license it under the OMLA Model License, and your registration does not infringe or misappropriate any third party's intellectual-property, contractual, privacy, or other rights.
• Accurate lineage and splits. The lineage you declare (the upstream models and contributions you attribute) is accurate and complete to the best of your knowledge, and the contribution splits you declare are accurate.
• Your key. The signing key used to register is yours and under your control, and you are authorized to bind the rights holder with it.
• Lawful content. The model and its registration do not violate applicable law or the Acceptable Use Policy.

6.1 Signature verification is a representation, not a guarantee. When the Service marks a registration's signature as verified, that flag is set only by OMLA's registration process and means only that a submitted signature was cryptographically checked against a declared public key. It is your representation that the key, the rights, and the lineage are valid. It is not an OMLA warranty that you in fact hold the rights, that the lineage is correct, or that the model is non-infringing. OMLA does not independently audit ownership, provenance, or legal rights, and does not host model weight files.

7. Royalty statements & peer-to-peer settlement

7.1 Definitions. A "Usage Report" is a periodic report that a commercial user submits describing its commercial use of a registered model. A "Royalty Statement" is the computed notice that OMLA publishes setting out the amount owed and the payee's self-provided wallet or payment details. A "Payee" is the creator (or upstream contributor) entitled to a share under the OMLA Model License.

7.2 How amounts are computed. Amounts owed are computed under the version of the OMLA Model License accepted for the registered Model. Under Version 1.1, the creator pool is 30% of the greater of (a) attributable commercial revenue or (b) run cost. The reported Model's single declared 30-point creator-pool split is the sole payment allocation; lineage is provenance and is not recursively traversed. Usage is reported quarterly. No non-zero hoster allocation is active, and a report fails closed if any positive payee line would be below US$0.10. Any routing or conversion fees are the settling parties' own costs — OMLA neither charges nor caps any fee it does not itself operate, because OMLA operates no payment rail.

7.3 Settlement is strictly peer-to-peer. A Royalty Statement is an informational computation of amounts owed. Settlement happens directly between the commercial user (payer) and each Payee. OMLA is not a party to that settlement, does not collect, hold, escrow, or disburse any funds, does not guarantee that any Payee will be paid or that any payer will pay, and is not responsible for the solvency, conduct, or performance of any party. The payer pays each Payee directly using the wallet or payment details that the Payee itself supplied and that OMLA merely publishes.

7.4 Disputed or non-payable shares. Where a share is disputed, suspended under the compliance process, or directed to a non-payable wallet, that share is marked accordingly in the published statement and no statement line directs payment of it until the matter is resolved. OMLA does not "hold," "seize," "refund," or "redistribute" any funds at any compliance state (REGISTERED → COMPLIANT / DELINQUENT → BLACKLISTED), because OMLA never receives funds. Any withholding is performed by the payer against its own direct payment.

7.5 No refunds by OMLA. Because OMLA never receives royalty payments, OMLA issues no royalty refunds. The only amounts OMLA itself might ever receive are voluntary nonprofit donations or membership contributions, if and when offered; those are separate from any royalty and are governed by their own terms.

8. Prohibited uses

Your use of the Service is governed by the Acceptable Use Policy, which is incorporated here by reference. Among other things, and without limiting that policy, you must not:

• use the Service for fraud, deception, or any unlawful purpose;
• declare false lineage or splits, or submit knowingly false complaints or usage reports;
• scrape, overload, or otherwise abuse the Service or its infrastructure, or interfere with its operation;
• circumvent or attempt to circumvent authentication, authorization, the compliance state machine, or any security measure;
• use the Service in or for the benefit of any sanctioned party or embargoed jurisdiction; or
• attempt to use OMLA, its registry, or any published wallet identifier as a payment, escrow, settlement, or money-transmission rail — OMLA operates none of these.

9. Intellectual property

Three distinct intellectual-property regimes apply, and you should keep them separate:

9.1 OMLA site and marks. The OMLA name, logo, and the design, text, and other content of the website are owned by OMLA or its licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the site for its intended purpose. You may not copy, modify, or create derivative works of the site's branded content except as permitted by law or with our written permission.

9.2 Your content; limited license to operate the registry. You retain your rights in the model metadata, declarations, and other content you submit. You grant OMLA a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and distribute that content solely to operate, display, and maintain the registry and to compute and publish royalty statements — including retaining registry and audit records to preserve lineage attribution and declared payee obligations. You represent that you have the rights necessary to grant this license.

9.3 Platform source code (Apache-2.0). OMLA's platform source code is licensed separately under the Apache License, Version 2.0, as described in the project's NOTICE. The Apache license governs the software, not the registered models.

9.4 Registered models (OMLA Model License). Registered models are licensed under the OMLA Model License, which governs their use, royalties, and lineage terms. Nothing in these Terms grants you any rights in a registered model beyond what the Model License grants.

10. Copyright & DMCA

OMLA does not host model weight files. Disputes about OMLA registrations (as distinct from the underlying weights) are handled through the compliance and complaint process.

For alleged copyright infringement of material that OMLA itself hosts (for example, a documentation page or an image on omla-ai.org), send a written notice to our copyright contact at dmca@omla-ai.org that includes:

1. your contact information (name, address, telephone, and email);
2. identification of the copyrighted work you claim has been infringed;
3. the URL of the allegedly infringing material on omla-ai.org;
4. a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law;
5. a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or are authorized to act on the owner's behalf; and
6. your physical or electronic signature.

Counter-notices follow the procedure and timelines in the DMCA / IP Dispute Policy on the Legal hub, which controls. We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

11. Disclaimers

THE SERVICE, AND ALL SOFTWARE, DATA, REGISTRY ENTRIES, SIGNATURES, LINEAGE INFORMATION, ROYALTY STATEMENTS, AND OTHER MATERIALS IT MAKES AVAILABLE, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMLA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the above, OMLA does not warrant the accuracy or completeness of any declared split, signature, lineage relationship, content hash, or royalty statement; does not warrant that any registrant holds the rights it declares; and does not guarantee that any payee will be paid, that any payer will pay, or the solvency or conduct of any third party. You rely on registry data and statements at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that case the disclaimers apply to the maximum extent permitted by law.

12. No financial services · No custody · No money transmission · No investment advice

This Section is a material term of these Terms and reinforces the No-Custody Rule (Section 4.2):

• No custody. OMLA never receives, holds, escrows, routes, converts, refunds, or transmits funds, and maintains no balance or account that holds value on any user's behalf.
• No money transmission. OMLA is not a money transmitter, money-services business, payment processor, payment facilitator, or settlement provider, and does not operate any payment rail. OMLA only computes amounts owed and publishes payee-supplied payment details; settlement is peer-to-peer.
• Not a financial institution or intermediary. OMLA is not a bank, exchange, custodian, escrow agent, broker, broker-dealer, or investment adviser, and is not a party to, intermediary of, or beneficiary of any payment.
• Wallet identifiers are routing details. Wallet or payment identifiers published in the registry are routing details supplied by the payee. They are not accounts that hold value with OMLA, and OMLA exercises no control over them.
• No investment, securities, or advice. Nothing on the Service is, or is offered as, a security or investment. Wallet identifiers, tokens, and registry entries are not investments. Nothing on the Service is financial, investment, tax, accounting, or legal advice. You are responsible for your own compliance, including any tax obligations arising from royalties you pay or receive directly.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OMLA AND ITS DIRECTORS, OFFICERS, MEMBERS, VOLUNTEERS, AND CONTRIBUTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST ROYALTIES, LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR PAYMENTS THAT WERE NOT MADE OR RECEIVED BETWEEN A PAYER AND A PAYEE, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMLA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO OMLA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (WHICH IS TYPICALLY ZERO, BECAUSE OMLA RECEIVES NO ROYALTIES AND GENERALLY CHARGES NO FEES) OR (B) US$100.

Some jurisdictions do not allow the exclusion or limitation of certain damages, and some of the above limitations may not apply to you. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including, where applicable, liability for death or personal injury caused by negligence, for fraud, or for any other liability that may not lawfully be limited. For consumers in the EU, EEA, or UK, this Section does not affect mandatory statutory rights, and our liability for breach is limited only as permitted by the law applicable to you.

14. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless OMLA and its directors, officers, members, volunteers, and contributors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms, the Acceptable Use Policy, or the OMLA Model License; (b) your content, registrations, declarations, lineage claims, or usage reports, including any that are false, infringing, or unauthorized; (c) your use or misuse of the Service; (d) any dispute between you and another user, including any settlement, payment, or non-payment between a payer and a payee; or (e) your violation of any law or of the rights of any third party. This Section survives termination. Where you are a consumer, this Section applies only to the extent permitted by the law applicable to you.

15. Term & termination

15.1 Term. These Terms apply from the time you first accept them or use the Service and continue until terminated.

15.2 Termination by you. You may stop using the Service and request closure of your account at any time by contacting hello@omla-ai.org.

15.3 Termination or suspension by us. We may suspend or terminate your access for breach of these Terms or the Acceptable Use Policy, for fraud or abuse, to protect the Service or other users, or where required by law or legal process.

15.4 Effect of termination; survival. To preserve registry integrity, lineage attribution, accepted-version evidence, and declared payee obligations, registry entries and audit records associated with your registrations may be retained after your account closes; affected entries may be marked inactive. Published royalty statements already issued remain as historical records of amounts that were owed. The following Sections survive termination: 6 (representations made), 7.3–7.5, 9, 11, 12, 13, 14, 16, and 18.

16. Governing law, arbitration & class-action waiver

16.1 Governing law. These Terms are governed by the laws of the State of Washington, USA, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below. This choice of law does not deprive a consumer of the protection of mandatory provisions of the law of the country in which the consumer is habitually resident.

16.2 Informal resolution first. Before starting an arbitration or court proceeding, you agree to first contact us at legal@omla-ai.org and describe the dispute, and to allow 30 days for the parties to attempt to resolve it informally.

16.3 Binding arbitration. Except as provided in Sections 16.5 and 16.6, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The seat (legal place) of arbitration is the State of Washington, USA. Judgment on the award may be entered in any court of competent jurisdiction.

16.4 Class-action and jury waiver. To the maximum extent permitted by law, disputes will be resolved only on an individual basis. You and OMLA waive any right to bring or participate in a class, collective, consolidated, or representative action, and waive any right to a jury trial. An arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

16.5 Small-claims carve-out. Either party may bring an individual claim in a small-claims court of competent jurisdiction instead of arbitration, so long as the claim stays in that court and proceeds only on an individual basis.

16.6 Consumer carve-out (EU / EEA / UK and other non-waivable rights). If you are a consumer, nothing in this Section deprives you of the protection of any mandatory consumer-protection law, or of any right to bring proceedings in, or be sued only in, the courts of your country of residence, where that law makes those rights non-waivable. In particular, for consumers in the EU, EEA, or UK, the arbitration agreement, class-action waiver, and jury waiver above do not apply to the extent they are unenforceable or prohibited under the mandatory law that applies to you; in that case your local law and courts may apply, and your statutory rights are preserved. You may also have access to an online or alternative dispute-resolution mechanism provided under your local law.

17. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the version and "Last updated" date at the top of this page. For material changes, we will provide reasonable advance notice — for example, a notice on the site for at least 14 days and, where we have your email address, a message to your account. Your continued use of the Service after a change takes effect means you accept the updated Terms; if you do not agree, stop using the Service.

Changes to these Terms are not retroactive. A change to these Terms does not, by itself, change the version of the OMLA Model License you already accepted; new Model License versions apply prospectively and are not applied retroactively to an already-accepted version without your consent.

18. Miscellaneous

18.1 Severability. If any provision of these Terms is held unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions remain in full force.

18.2 Entire agreement. These Terms, together with the documents they incorporate by reference (the Acceptable Use Policy, the Privacy Policy, and, for registered models, the OMLA Model License), are the entire agreement between you and OMLA regarding the Service and supersede any prior agreements on that subject.

18.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to a successor in connection with a reorganization, merger, or transfer of the initiative's activities, including upon completion of OMLA's organization as a nonprofit entity.

18.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, outages, network or hosting-provider failures, labor disputes, or governmental action.

18.5 Notices. We may give you notices by posting on the site or by emailing the address associated with your account. You may give us notice at legal@omla-ai.org.

18.6 Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

18.7 No third-party beneficiaries. These Terms create no third-party beneficiary rights, except that the indemnified parties named in Sections 13 and 14 may rely on the provisions that protect them.

18.8 English controls. These Terms may be provided in translation for convenience. In the event of any conflict or ambiguity between the English version and a translation, the English version controls, except where applicable mandatory local law requires otherwise.

18.9 About OMLA. The Open Model Licensing Association is an open, community-governed initiative organizing as a nonprofit in the State of Washington, USA. Its 501(c)(3) tax-exempt status is pending and has not yet been granted. OMLA does not claim to be a bank, money-services business, or any other regulated financial institution.

19. Contact

• General: hello@omla-ai.org
• Legal: legal@omla-ai.org
• Privacy / data protection: privacy@omla-ai.org
• Copyright / DMCA: dmca@omla-ai.org

Related documents: Privacy Policy · Acceptable Use Policy · OMLA Model License · Legal hub