Strategic Cooperation
Framework Agreement

1. Party Information

Party A

Approved or Proposed US Execution Bodies

Party B

Party B Payment Account

2. Background and Purpose

2.1 Party B provides the Musein Platform and related AI creative workflow, model / API aggregation, project workspace, asset organization, workflow runtime, and platform services.

2.2 Party A has deep expertise in US media operations (40+ years), Spanish-language video platform operations (Panea.tv), multicultural audience development, and B2B relationships with film/TV production companies and advertising agencies in the United States.

2.3 The Parties intend to establish a staged strategic cooperation framework for platform use, Affiliate referral cooperation, and US market development, beginning with the Spanish-speaking demographic as the beachhead market.

2.4 This Agreement establishes the current cooperation only. Unless expressly agreed in a separate written agreement, it does not grant exclusivity, sole agency, reseller rights, distribution rights, white-label rights, equity interests, territorial control, official representative status, or long-term strategic appointment to either Party.

2.5 Any US Priority Partner status, regional authorization, Ambassador arrangement, reseller arrangement, official representative status, exclusive cooperation, or other long-term strategic appointment may be discussed separately after the relevant review period, based on actual activities, registrations, user conversion, paid usage, market response, and strategic value created in the US market.

2.6 The Parties acknowledge that US market promotion costs are significant relative to the China domestic market. The phased approach (Spanish-first → mainstream English → other minority languages) is designed to contain initial customer acquisition costs while validating product-market fit.

3. Definitions

3.1 "Musein Platform" — Party B's website, product interface, workspace, infinite canvas, asset management capability, workflow tools, model / API aggregation capability, account system, usage ledger, documentation, and related services.

3.2 "Model Capabilities" — text, image, video, audio, multimodal generation, editing, reasoning, and related AI capabilities made available through the Musein Platform, including third-party model APIs, cloud services, and infrastructure.

3.3 "Party A Assets" — materials, scripts, storyboards, prompts, reference images, video clips, brand assets, character settings, scene assets, project data, workflow configurations, training materials, activity records, and other content uploaded, input, created, imported, edited, managed, owned, or provided by Party A or its authorized users.

3.4 "Outputs" — text, images, videos, audio, storyboards, scripts, assets, or other content generated, edited, exported, or obtained through the Musein Platform, Model Capabilities, Party A Assets, prompts, parameters, workflows, or human editing.

3.5 "Referred Customer" — a potential customer, creator, studio, agency, brand, university, industry partner, event participant, corporate client, or other lead submitted by Party A through an approved referral channel.

3.6 "Qualified Referred Customer" — a Referred Customer confirmed by Party B as eligible for commission after satisfying attribution, registration, payment, anti-fraud, and eligibility requirements.

3.7 "Commissionable Net Consumption" — eligible revenue actually collected and retained by Party B from a Qualified Referred Customer during the applicable commission term specified in a separate written schedule, after deducting Excluded Consumption.

3.8 "Excluded Consumption" — taxes, refunds, chargebacks, bad debt, free credits, gifted credits, test credits, marketing credits, promotional subsidies, third-party pass-through items, excluded products, low-margin models, official uniform-price models, disputed or uncollected amounts, and any other items Party B reasonably designates in writing as non-commissionable.

3.9 "Demo Account" — limited account access or a limited environment provided by Party B only for approved demonstration, teaching, market education, or showcase activities.

3.10 "Musein Runtime Data" — platform-side execution records, workflow telemetry, model routing records, usage analytics, product logs, performance information, cost / latency data, quality review signals, and other data generated or collected by Party B for platform operation, service improvement, model routing, risk control, and runtime optimization.

3.11 "US Market" — the United States of America, including all states, territories, and the District of Columbia.

3.12 "Spanish-Language Segment" — the US Hispanic / Spanish-speaking demographic targeted as the initial beachhead market for Party A's promotion and audience acquisition activities.

4. Platform Use and Support

4.1 Party B may provide Party A with access to the Musein Platform, project spaces, Demo Account, Model Capabilities, documentation, onboarding, training support, activity-specific credits, or related support as separately confirmed in writing.

4.2 Party A must use the Musein Platform in accordance with Party B's platform rules, reasonable-use policies, account security requirements, documentation, applicable laws (including US federal and state laws), and any written instructions issued by Party B.

4.3 Party A is responsible for safeguarding accounts, passwords, API keys, credentials, and permissions. Party A must not transfer, rent, lend, sell, share, resell, sublicense, or otherwise make platform access available to unauthorized third parties.

4.4 Party B may add, replace, upgrade, restrict, suspend, or discontinue models, model routes, features, parameters, quotas, credits, APIs, or service functions due to upstream providers, safety, compliance, security, cost, performance, product planning, or operational needs.

4.5 Custom development, dedicated engineering support, local-language customization, dedicated SLA, on-site support, special model access, partner dashboard, or paid marketing budget requires separate written approval.

4.6 Demo Account access, trial credits, and activity tracking setup may be provided only for approved demonstration, teaching, showcase, creator onboarding, B2B pitch, or market education purposes.

5. US Market Development Strategy

5.1 The Parties agree to a phased US market development approach:

5.2 Party B's role under this Agreement is to provide the Musein Platform, platform support, agreed tracking support, and the agreed Affiliate commission mechanism. Party A's independent business activities, customer arrangements, content production, platform operations (Panea.tv), and commercial arrangements remain separate from this Agreement unless otherwise agreed in writing.

5.3 Specific credit packages, demo allocations, marketing budgets, localization support, and approved model/API support for each phase must be confirmed separately in writing before each phase commences.

6. Affiliate Referral and Partner Economics

6.1 Party A may introduce potential customers, creators, studios, agencies, brands, universities, industry bodies, or corporate clients to Party B through referral codes, promo codes, dedicated links, approved campaign tracking, written lead lists, event registration records, or other methods approved by Party B.

6.2 Party B has the final right to confirm whether a Referred Customer is a Qualified Referred Customer. Party B may rely on its CRM, backend registration system, payment records, platform usage records, internal sales records, and anti-fraud records for attribution and settlement.

6.3 Existing Party B customers, existing leads, historical opportunities, already registered users, customers independently developed by Party B, inbound users, customers already attributed to another partner, self-referrals, fraudulent users, artificial consumption, chargeback cases, and non-genuine transactions are not eligible unless Party B expressly confirms otherwise in writing.

6.4 Party A may submit attribution records for review. Party B will review submitted records in good faith and may reject or exclude any lead or user that does not satisfy the qualification criteria.

6.5 For each Qualified Referred Customer, Party B may pay Affiliate commission based on Commissionable Net Consumption during the applicable commission term. The actual commission term, rate schedule, caps, payment threshold, currency, and settlement rules must be confirmed in a separate written commission schedule, order form, side letter, or partner policy approved by Party B.

6.6 Commission is calculated only on Commissionable Net Consumption. It is not calculated on gross GMV, total platform payment, total token consumption, total credits issued, list price, expected revenue, or any amount Party B has not actually collected.

6.7 Party B may designate excluded products, excluded models, third-party pass-through products, low-margin products, official uniform-price models, free trials, beta products, test environments, or non-commissionable items through order forms, partner policies, price lists, settlement notices, platform backend, or other written notices.

6.8 Unless otherwise agreed in writing, commission is calculated monthly. Party B will provide a settlement statement after month-end when there is commission eligible for settlement.

6.9 Party A must raise any written dispute within the dispute period specified in the applicable settlement statement or written schedule. If Party A does not dispute within that period, the settlement statement will be deemed accepted.

6.10 Party B will pay confirmed commission to the approved billing / payee entity after receiving valid invoice, tax document (including W-9 or W-8BEN as applicable), payee information, and other compliance documents. Party B may defer payment until accrued confirmed commission reaches the minimum payment threshold specified in the applicable written schedule.

6.11 Party B may offset, claw back, or require repayment of commission affected by refunds, chargebacks, bad debt, fraud, duplicate attribution, overpayment, tax issue, compliance issue, or other non-commissionable transactions.

6.12 For Qualified Referred Customers validly confirmed before termination or expiry, Party A may continue to receive applicable commission only for the remaining commission term specified in the applicable written schedule.

6.13 All partner economics are margin-aware and subject to Party B's internal finance guardrails. No partner commission may be interpreted as a share of Party B's full platform revenue, gross GMV, model/API cost savings, platform margin, company equity, or Party A's independent business income.

7. Pricing, Credits, and Demo Support

7.1 Party B may provide commercially reasonable platform pricing, model / API usage support, trial credits, demo credits, or activity-specific credit incentives for approved US market training, demo, creator onboarding, B2B pitch, or market education activities.

7.2 Specific credit amount, discount, applicable model, validity period, eligible user scope, consumption scope, settlement currency, tax treatment, and whether the support can be combined with other benefits must be confirmed separately in writing.

7.3 Pricing or credit support does not constitute a lowest-price commitment, most-favored-nation commitment, permanent discount, fixed long-term model / API discount, guaranteed availability, guaranteed margin, or automatic entitlement for referred customers.

8. Intellectual Property and Independent Business

8.1 Each Party retains ownership of its pre-existing intellectual property, technology, software, tools, methods, know-how, trademarks, brand assets, workflows, trade secrets, and materials.

8.2 Party A and its customers retain their lawful rights in Party A Assets and final Outputs, subject to applicable law, third-party model terms, platform rules, and any project-specific written terms.

8.3 Party B retains all rights in the Musein Platform, Model Capabilities, Musein Runtime Data, software, model routing, workflow framework, system architecture, templates, prompts, orchestration logic, product logs, backend data, platform improvements, and related know-how.

8.4 This Agreement does not transfer Party B's platform, source code, model weights, workflow framework, model routing logic, runtime data, prompts, system design, or technical know-how to Party A.

8.5 Party A grants Party B a limited license to host, store, process, transmit, display, transform, and use Party A Assets and Outputs only as reasonably necessary to provide the Musein Platform, perform this Agreement, support troubleshooting, ensure safety and compliance, and improve service operation. Any public showcase, publication, case study, marketing use, platform display, or commercial use by Party B of identifiable Party A / customer Outputs requires Party A's prior written approval.

8.6 Party B will not reproduce, reuse, distribute, transfer, publish, commercialize, sublicense, or provide Party A's proprietary materials to other partners, customers, or third parties without Party A's prior written consent.

8.7 Creator works, student works, production outputs, IP concepts, scripts, characters, videos, commercial content, or other creative outputs developed through Party A's activities will not be owned, controlled, or commercially exploited by Party B merely because the Musein Platform was used as a tool in the creation process.

8.8 Unless separately agreed in writing, Party B will not claim ownership, revenue share, control, management right, approval right, or participation in Party A's independent business income generated outside the Musein Affiliate commission arrangement.

9. Data, Security, and Responsible Use

9.1 Party A is responsible for the legality, rights clearance, privacy basis, consent, and authorization of any content, materials, prompts, customer data, participant data, or third-party materials submitted by Party A or its users.

9.2 Party B may use aggregated, anonymized, or de-identified usage data and platform data for service operation, model routing, quality improvement, cost control, analytics, product iteration, safety, compliance, and runtime optimization.

9.3 Party A must comply with all applicable US federal and state data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and any other applicable state privacy laws.

9.4 Unless separately agreed in writing, Party A must not use Demo Account, the Musein Platform, or any Musein-related activity to process healthcare data (HIPAA), financial data (GLBA), employment decision data, government data, minors' data (COPPA), biometric data (BIPA), or other regulated or sensitive personal data.

9.5 If personal data, sensitive data, regulated data, or cross-border data transfer becomes material, the Parties should sign an appropriate data processing, privacy, or security addendum before processing such data through Musein.

9.6 Party A must not use the Musein Platform for unlawful, infringing, fraudulent, harmful, sanctioned, export-controlled, privacy-invasive, or regulated high-risk purposes.

10. Confidentiality and Publicity

10.1 Each Party must protect the other Party's non-public business, technical, financial, operational, product, pricing, customer, contract, and security information.

10.2 Confidential information may be used only for this cooperation and may be shared only with personnel, affiliates, advisors, or service providers who need to know and are bound by confidentiality obligations.

10.3 Confidentiality obligations do not apply to information that is publicly known without breach, already known without restriction, independently developed, lawfully received from a third party, or required to be disclosed by law or competent authority.

10.4 Any public use of the other Party's name, logo, screenshots, product materials, customer cases, generated outputs, partner title, event photos, press release, social media post, public deck, or case study requires prior written approval from the relevant Party.

11. Warranties and AI Disclaimer

11.1 Each Party represents that it is duly organized (or has legal capacity), validly existing, and has authority to enter into this Agreement.

11.2 Party B will provide the Musein Platform and cooperation support in a commercially reasonable manner, subject to third-party model providers, cloud infrastructure, upstream availability, safety requirements, compliance requirements, and product changes.

11.3 Party B does not guarantee that any AI output will be accurate, complete, non-infringing, error-free, unique, fit for a specific commercial purpose, or legally sufficient without human review.

11.4 Party B does not guarantee specific model availability, fixed model pricing, business results, customer conversion, market performance, creator output quality, revenue, regulatory suitability, or successful completion of any market development target.

12. Limitation of Liability

12.1 To the maximum extent permitted by applicable law, neither Party will be liable for indirect, incidental, special, consequential, punitive, exemplary, lost profit, lost revenue, lost opportunity, goodwill, reputation, data loss, business interruption, or anticipated saving damages.

12.2 To the maximum extent permitted by applicable law, Party B's total aggregate liability will not exceed the lower of:

1. The Net Retained Profit actually received and retained by Party B from the specific transaction giving rise to the claim during the 12 months before the claim; or
2. USD 10,000.

12.3 "Net Retained Profit" means amounts actually collected by Party B from the relevant transaction, minus third-party model / API costs, cloud and infrastructure costs, payment processing fees, taxes, refunds, chargebacks, credits, discounts, pass-through charges, Affiliate commission, and other direct costs.

12.4 For claims solely relating to unpaid Affiliate commission, Party B's liability is capped at the confirmed but unpaid commission for the relevant settlement period.

13. Term and Termination

13.1 This Agreement becomes effective on the date of last signature and remains effective for 12 months unless terminated earlier.

13.2 Either Party may terminate this Agreement for convenience with 30 days' written notice.

13.3 Either Party may terminate this Agreement if the other Party materially breaches and does not cure within 15 days after written notice.

13.4 Party B may immediately suspend or terminate Demo Account access, tracking support, credit support, commission eligibility, or platform access if Party A misuses accounts, violates platform rules, creates compliance risk, processes prohibited data, commits fraud, or makes unauthorized commitments.

13.5 Termination does not affect accrued payment obligations, confirmed commission obligations, confidentiality, IP, data, liability limitations, dispute resolution, clawback rights, or any clause that should survive by nature.

14. Governing Law and Dispute Resolution

14.1 This Agreement is governed by the laws of Singapore, without regard to conflict-of-law rules.

14.2 Any dispute should first be discussed in good faith by senior representatives of the Parties.

14.3 If the dispute is not resolved within 30 days after written escalation, the dispute will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force. The seat of arbitration will be Singapore. The language of arbitration will be English. The tribunal will consist of one arbitrator.

15. Miscellaneous

15.1 This Agreement, any US Market Development Appendix, and any signed order documents are the Parties' complete agreement on the subject matter and supersede prior discussion.

15.2 Any amendment, waiver, upgrade, exclusivity, special pricing, special credit package, expanded cooperation, payee change, or contracting-party change must be in writing and signed or otherwise confirmed by authorized representatives of both Parties.

15.3 A Party may not assign this Agreement without the other Party's prior written consent, except to an affiliate or successor in connection with merger, restructuring, or sale of substantially all relevant assets.

15.4 If any provision is invalid or unenforceable, the remaining provisions remain effective, and the Parties will replace the invalid provision with a valid provision that best reflects the original commercial intent.

15.5 This Agreement may be signed electronically and in counterparts.

16. Open Items Before Signature

1. Confirm Party A's legal entity structure — individual, existing entity, or newly formed entity for this cooperation.
2. Confirm Party A's registered address, authorized signatory, and KYC documentation.
3. Confirm billing / payee entity and banking details.
4. Confirm Phase 1 timeline, KPI targets, demo credit package, and any approved model/API support.
5. Evaluate technical feasibility of subdomain approach (e.g. musein.ai.us) — Party B engineering and brand team review required.
6. Confirm US data protection compliance requirements, including CCPA/CPRA obligations and cross-border data transfer mechanisms.
7. Confirm whether a US Market Development Appendix should be attached as an appendix or executed as a separate side letter.
8. Arrange in-person meeting (to be coordinated by Johnny Cheng) for detailed discussion and negotiation.
9. Review Party A's reference materials (to be provided) for capability validation and partnership tier assessment.
10. Prepare separate written commission schedule covering rate, term, currency, tax withholding, payment threshold, and settlement process.

17. Signature