Penguin Tree AI — Creator Submission Agreement

Version 1.1

Effective Date: 22 May 2026

This Creator Submission Agreement (“Agreement”) is between Penguin Tree AI (“Penguin Tree AI”, “we”, “us”) and the individual or entity submitting a prompt for sale on penguintree.ai (“Creator”, “you”). By submitting a Submission, you agree to these terms.

Counterparty note: “Penguin Tree AI” refers to Penguin Tree AI as currently operated. Once Penguin Tree AI is formed as a limited liability company under the laws of the State of California, all rights and obligations under this Agreement will be deemed assigned to and assumed by that entity by operation of this clause, without further action by either party.

1. Definitions

1.1 “Submission” — a prompt, skill file, agent configuration, bundle, or any associated content (including documentation, example outputs, screenshots, audio/video explainer content, and metadata) submitted through the Penguin Tree AI submission form or otherwise provided in connection with a Submission.

1.2 “Accepted Submission” — a Submission that Penguin Tree AI has reviewed, approved, and published for sale on penguintree.ai.

1.3 “Net Revenue” — the gross sale price of an Accepted Submission, minus payment processing fees (e.g., Shopify Payments, PayPal, Stripe), platform transaction fees, currency conversion costs, affiliate commissions paid to third parties, refunds, chargebacks, and applicable taxes collected and remitted on the sale.

1.4 “Platform” — penguintree.ai and any successor or affiliated property operated by Penguin Tree AI.

1.5 “End User License Agreement” or “EULA” — the agreement between Penguin Tree AI and customers governing customer use of Accepted Submissions, as published at penguintree.ai/policies/end-user-license-agreement and as updated from time to time.

1.6 “Creator Content Policy” — the content standards and prohibited content list published at penguintree.ai/policies/creator-content-policy and as updated from time to time.

2. Submission and Review

2.1 You may submit one or more Submissions through the form at penguintree.ai. Each Submission must meet the quality standards and format requirements described on the submission page and must comply with the Creator Content Policy.

2.2 Penguin Tree AI reviews each Submission and may, at its sole discretion: (a) accept and publish the Submission, (b) decline the Submission and request revisions, or (c) decline the Submission without obligation to publish.

2.3 If a Submission does not pass our QC checks, we will send you the QC output and the required changes; you revise and resubmit. Penguin Tree AI does not edit the substantive content of your Submission, though we may edit product titles, descriptions, tags, and marketing copy as described in Section 5.2.

2.4 As a private company, Penguin Tree AI reserves the right to decline any Submission that conflicts with our brand values, the Creator Content Policy, or applicable law, including but not limited to content that is unlawful, harmful, deceptive, or that promotes such conduct.

3. License Grant

3.1 You retain ownership of each Submission, including all underlying intellectual property rights.

3.2 For each Accepted Submission, you grant Penguin Tree AI a perpetual, worldwide, non-exclusive, royalty-bearing license (with royalties payable solely as set forth in Section 4) to reproduce, distribute, display, perform, market, sell, sublicense to customers, and create derivative works of the Accepted Submission for purposes of: (a) operating the Platform and fulfilling customer purchases; (b) marketing and promoting the Platform and the Accepted Submission, including in advertisements, social media, sales pages, demonstrations, comparison content, and case studies; (c) creating excerpts, previews, and sample content for prospective customers; (d) internal quality assurance, testing, and improvement of the Platform’s catalog and submission process; and (e) such other purposes as are reasonably necessary or incidental to the foregoing. This license does not grant Penguin Tree AI the right to use Accepted Submissions to train machine-learning models without your separate prior written consent.

3.3 You retain the right to publish, sell, or license the Submission on other platforms, except as restricted by Section 3.4.

3.4 You may not grant another party an exclusive license to the Submission while it remains an Accepted Submission listed on the Platform.

3.5 Penguin Tree AI’s license survives termination of this Agreement with respect to: (a) customers who purchased the Accepted Submission prior to termination (perpetual customer license, as defined in Section 3.6 and the End User License Agreement), and (b) marketing materials referencing the Accepted Submission that pre-date termination.

3.6 Customer Sublicense Scope. Penguin Tree AI sublicenses Accepted Submissions to customers under the terms of the End User License Agreement, which customers accept at purchase. The EULA grants each customer a perpetual, worldwide, non-exclusive, non-transferable license for the customer’s own personal or internal business use, and prohibits resale, redistribution, sublicensing, and public sharing of the Accepted Submission. Penguin Tree AI may modify the EULA from time to time, provided that any modification will not materially diminish your economic interest in the Accepted Submission.

4. Revenue Share and Payout

4.1 Revenue split: For each sale of an Accepted Submission, Penguin Tree AI will pay you 80% of Net Revenue, and retain 20% as a platform fee.

4.2 Payout cadence: Penguin Tree AI calculates earnings monthly and issues payouts within [15] business days after month-end for the prior calendar month’s Net Revenue.

4.3 Payout method: Penguin Tree AI offers payouts via ACH (US bank), PayPal, or Wise. You select your preferred method during Creator onboarding after your first Accepted Submission. You are responsible for the accuracy of payout details; Penguin Tree AI is not liable for losses resulting from incorrect information you provide.

4.4 Transfer fees: For V1, Penguin Tree AI absorbs payout transfer fees. We reserve the right to introduce a minimum payout threshold or to pass through international transfer fees with advance notice.

4.5 Refunds and chargebacks: If a customer refunds an Accepted Submission or initiates a chargeback after you have been paid, the refunded amount (your 80% share) will be deducted from your next monthly payout. If your balance is insufficient, the balance carries forward. If your Creator account is terminated while you carry a negative balance, that balance becomes immediately due and payable, and Penguin Tree AI may pursue collection by any lawful means.

4.6 Tax forms: Before your first payout, you must complete a current IRS Form W-9 (US persons) or W-8BEN/W-8BEN-E (non-US persons). Penguin Tree AI may withhold payouts until valid tax forms are on file.

4.7 Tax responsibility: You are solely responsible for reporting and paying taxes on your earnings. Penguin Tree AI will issue Form 1099-NEC (or equivalent) to US creators where required by law. If you fail to provide valid tax documentation, Penguin Tree AI may withhold payment or apply backup withholding at the rate required by applicable law.

5. Pricing and Product Decisions

5.1 Penguin Tree AI sets the retail price of each Accepted Submission. You may suggest a price at submission time; the final price is at our discretion.

5.2 Penguin Tree AI may bundle Accepted Submissions with other products, run discounts and promotions, and adjust product titles, descriptions, tags, and marketing copy. Revenue share is calculated on the Net Revenue actually received from the sale, regardless of bundling or discounting. Penguin Tree AI will provide reasonable advance email notice to active Creators of significant catalog-wide promotions (such as multi-day sitewide discounts) affecting their Accepted Submissions; this notice is informational and does not entitle Creators to opt out, condition, or block such promotions.

5.3 Penguin Tree AI may remove an Accepted Submission from sale at any time at its sole discretion. Sales completed prior to removal remain subject to this Agreement.

6. Creator Warranties

You represent and warrant that:

6.1 You are the sole creator of each Submission, or you have full rights to license each Submission under this Agreement.

6.2 The Submission does not infringe any third party’s intellectual property, privacy, publicity, contract, or other rights.

6.3 The Submission does not contain confidential information, trade secrets, or material subject to a non-disclosure, non-compete, or other confidentiality obligation owed to a third party (including a current or former employer, client, or business partner), and the Submission does not embed proprietary business information, internal processes, or trade secrets of any third party.

6.4 You are at least 18 years old and have the legal capacity to enter this Agreement.

6.5 The information you provide during submission and Creator onboarding is accurate and complete.

6.6 AI-Generated Content Disclosure. You will disclose at submission whether any portion of the Submission was generated, in whole or in substantial part, using generative AI tools, and you warrant that any such generation was performed by you or under your direction and that you contributed sufficient human authorship to support a good-faith claim of copyright ownership, or that the Submission’s commercial value does not depend on copyright protection.

6.7 Source Material. You warrant that the Submission does not incorporate, in substantial or recognizable form, copyrighted text, code, frameworks, methodologies, or other material from third parties (including books, courses, published prompts, or proprietary methodologies) without appropriate license or fair use basis. Generic concepts, common techniques, and unprotectable ideas are not subject to this warranty.

6.8 Sanctions Compliance. You warrant that you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive U.S. sanctions, and that you are not listed on the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals list or any equivalent restricted-party list.

7. Attribution

7.1 Penguin Tree AI may credit you on the product page using the public display name you provide. You may update your display name at any time by writing to creators@penguintree.ai; updates apply going forward.

7.2 Penguin Tree AI is not obligated to credit any contributor by legal name unless required by law.

7.3 To the extent permitted by applicable law, you waive any moral rights or rights of attribution in the Accepted Submission beyond those granted in this Section 7.

7.4 Publicity. Penguin Tree AI may identify you as a Creator on the Platform (including in marketing materials, case studies, and roll-ups such as “top creators on Penguin Tree AI”), using your public display name. You may opt out of name-level publicity (beyond product-page attribution) by writing to creators@penguintree.ai.

8. Independent Contractor

8.1 You are an independent contractor, not an employee, agent, partner, or joint venturer of Penguin Tree AI. Nothing in this Agreement creates an employment relationship or entitles you to employee benefits.

8.2 You are responsible for all self-employment taxes, and Penguin Tree AI will not withhold income tax, Social Security, Medicare, or unemployment tax from your payouts.

9. Confidentiality

9.1 Each party (“Recipient”) will treat as confidential any non-public information disclosed by the other party (“Discloser”), including business plans, financial information, customer data, unpublished Submissions, and platform analytics (“Confidential Information”), and will use such information solely for purposes of this Agreement.

9.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully known to Recipient before disclosure; (c) is independently developed without use of Discloser’s Confidential Information; or (d) is required to be disclosed by law or legal process, provided Recipient gives Discloser prompt notice where legally permitted.

9.3 Confidentiality obligations survive termination for three (3) years, except trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

10. Data Handling

10.1 Penguin Tree AI processes Creator personal information (such as name, email, payout details, and tax forms) in accordance with the Penguin Tree AI Privacy Policy. Penguin Tree AI shares Creator information with subprocessors (including Shopify, payment processors such as Shopify Payments, PayPal, and Wise, and email service providers) as reasonably necessary to operate the Platform, process payouts, and provide Creator support.

10.2 Penguin Tree AI will maintain reasonable administrative, technical, and physical safeguards designed to protect Creator personal information against unauthorized access, disclosure, alteration, or destruction.

10.3 If Creator personal information is subject to the General Data Protection Regulation (GDPR), the UK GDPR, or other comparable data protection laws, the parties will enter into a separate Data Processing Addendum on reasonable terms before commencement of regulated processing.

11. Term and Termination

11.1 This Agreement begins on the Effective Date and continues until terminated.

11.2 Either party may terminate this Agreement at any time on 30 days’ written notice to the other party. Notice may be given by email to the other party’s last-known address.

11.3 Penguin Tree AI may terminate immediately, with notice, if you breach Section 6 (Warranties), violate Section 2.4 (prohibited content) or the Creator Content Policy, or repeatedly submit work that fails QC.

11.4 On termination:

• Accepted Submissions are removed from new sale within 90 days, except where Penguin Tree AI must continue fulfillment to existing customers, which fulfillment may continue indefinitely under the surviving license in Section 3.5.

• Earnings accrued through the termination date are paid in the next regular payout cycle, subject to refund and chargeback reconciliation under Section 4.5.

• Sections 3.5 (surviving license), 3.6 (customer sublicense), 4.5 (refunds and balance), 6 (warranties), 9 (confidentiality), 10 (data handling), 12 (indemnification), 13 (limitation of liability), and 14 (governing law) survive termination.

12. Indemnification

12.1 You will defend, indemnify, and hold harmless Penguin Tree AI from any third-party claim arising from: (a) your breach of Section 6, (b) your gross negligence or willful misconduct, or (c) the content of any Submission you provide.

12.2 Penguin Tree AI will defend, indemnify, and hold harmless you from any third-party claim arising from Penguin Tree AI’s gross negligence or willful misconduct in operating the Platform.

12.3 Indemnification procedure. The party seeking indemnification (“Indemnitee”) will: (a) promptly notify the indemnifying party (“Indemnitor”) of the claim; (b) give Indemnitor sole control of the defense and settlement, provided that Indemnitor will not settle any claim that imposes non-monetary obligations on Indemnitee or admits liability on Indemnitee’s behalf without Indemnitee’s prior written consent (not to be unreasonably withheld); and (c) cooperate at Indemnitor’s expense in the defense. A failure to promptly notify will not relieve Indemnitor of its obligations except to the extent Indemnitor is materially prejudiced.

13. Limitation of Liability

13.1 Except for indemnification obligations and breach of Section 9 (Confidentiality), neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, even if advised of the possibility.

13.2 Penguin Tree AI’s aggregate liability under this Agreement will not exceed the total payouts made to you in the 12 months preceding the claim.

14. Governing Law and Disputes

14.1 This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

14.2 The parties will first attempt to resolve any dispute by good-faith negotiation. Unresolved disputes will be resolved by binding arbitration in Lake County, California under the Commercial Arbitration Rules of the American Arbitration Association (AAA), and, where applicable, the AAA Consumer-Related Disputes Supplementary Procedures. Either party may seek injunctive or other equitable relief in court for intellectual property matters without first proceeding to arbitration.

14.3 Class action waiver. Each party waives any right to participate as a representative or member of a class, collective, or representative action against the other party. Disputes must be brought in an individual capacity only, and the arbitrator may not consolidate the claims of multiple parties or preside over any form of representative or class proceeding.

15. Force Majeure

15.1 Neither party will be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics, governmental action, labor disputes, internet or utility outages, or third-party platform failures. The affected party will use reasonable efforts to resume performance as soon as practicable.

16. Modifications

16.1 Penguin Tree AI may update this Agreement from time to time. We will notify active Creators of material changes by email at least 30 days before changes take effect. Continued submission after that date constitutes acceptance.

16.2 Changes do not retroactively alter the revenue share or license terms for already-Accepted Submissions; those continue under the version of this Agreement in effect on the date of acceptance.

17. Miscellaneous

17.1 Entire Agreement. This Agreement, together with the Submission Form, the Creator Content Policy, the End User License Agreement, and the Penguin Tree AI Terms of Service, is the entire agreement between the parties. In the event of a conflict between this Agreement and the Terms of Service with respect to a Creator’s rights and obligations as a Creator (as distinct from as a customer), this Agreement controls.

17.2 Severability. If any provision is unenforceable, the remainder remains in effect.

17.3 No Waiver. A failure to enforce any provision is not a waiver.

17.4 Assignment. You may not assign this Agreement without our written consent. We may assign to a successor in connection with a merger, acquisition, sale of assets, or formation of a successor entity (including assignment to Penguin Tree AI LLC upon its formation, as described in the counterparty note above).

17.5 Notices. Notices to Penguin Tree AI go to creators@penguintree.ai. Notices to you go to the email on file with your Creator profile.

By submitting a Submission through the Penguin Tree AI submission form, you acknowledge that you have read, understood, and agree to this Agreement.