Client Studio Agreement

1. How it works

1.1 Structure. This Agreement sets the terms of every production AIAM makes for you. Each production is described in a Project Order: the project shown in your client portal, or a signed order in the form of Schedule A. You accept a Project Order, and this Agreement, by clicking Accept in the portal or by signing it.

1.2 Order of precedence. Where documents conflict, the Project Order (including every Change Order you have accepted) prevails over this Agreement, and this Agreement prevails over the site’s Terms of Use.

1.3 One counterparty. AIAM is the producer and your only counterparty. AIAM engages vetted artists as its independent contractors, under a human showrunner, and is responsible to you for their work. You contract with AIAM, not with the artists.

2. The production

2.1 AIAM will produce the deliverables described in the Project Order (the “Deliverables”), to its specification and delivery schedule, with reasonable skill and care.

2.2 Human-directed. The Deliverables are made with AI tools under the creative direction and hands-on authorship of human artists. They are not unattended machine output.

2.3 Provenance packet. The final Deliverables come with a provenance packet recording: the tools, models and model versions used; the origin of any custom-trained model; licences for third-party assets, stock, music and fonts; releases for every real person depicted; the human authorship involved; and an AI-disclosure statement you can publish.

3. Fees and payment

3.1 Payment schedule. You pay the fee stated in the Project Order (the “Project Fee”) on the schedule it states. Unless the Project Order says otherwise:

• (a) fifty percent (50%) of the Project Fee is invoiced when you accept the Project Order (the “Deposit”), and production starts once the Deposit is received; and
• (b) the remaining fifty percent (50%) is invoiced on delivery of the final Deliverables.

3.2 Due date. Every invoice is due fifteen (15) days after it is issued.

3.3 Late payment. Late amounts carry interest at 1% per month or the highest lawful rate, whichever is lower. While an amount is more than ten (10) days overdue, AIAM may pause work on the project and hold back further Deliverables, and the schedule extends by the length of the pause.

3.4 Change Orders are invoiced when you accept them, on the same terms, unless the Change Order says otherwise.

3.5 The Deposit. The Deposit pays for the work AIAM starts, and for the artists and costs it commits to, as soon as it is received. It is non-refundable once production has started, except where you end the Project Order for AIAM’s uncured material breach under section 16.2.

3.6 Payment does not depend on taste. Your obligation to pay does not depend on your subjective satisfaction, on approval by anyone outside your organisation, or on how the Deliverables perform once published. You may withhold only an amount you dispute in good faith because a Deliverable does not conform to the Project Order or the Approved Direction, and only if you tell AIAM in writing, within the review period in section 4.3, exactly what does not conform. You pay every undisputed amount on time. A chargeback or payment reversal on an amount this section does not let you withhold is a breach of this Agreement.

3.7 Taxes and expenses. Fees exclude taxes, which you pay except for taxes on AIAM’s income. Expenses are charged only where the Project Order provides for them.

4. Scope, review and changes

4.1 Scope. The Deliverables, their specification (format, duration or quantity, and delivery date) and the number of revision rounds are those stated in the Project Order. The Project Order is the whole of the work AIAM has agreed to do; anything else is a Change under section 4.5.

4.2 Creative direction. Where the Project Order includes a creative-direction stage (for example a treatment, look frames, a storyboard or an animatic), AIAM presents it before full production. Once you approve it, it is the “Approved Direction”, and every later review is measured against it and the Project Order.

4.3 Review. AIAM shares each cut for review in your client portal. Within five (5) business days you either approve it or request changes. A request for changes is one consolidated set of written notes from your organisation for that cut; AIAM is not obliged to act on notes that contradict each other until you say which apply.

4.4 Revision rounds. A revision round is one consolidated set of notes on a cut and AIAM’s revised cut in response. Revisions are changes within the Approved Direction and the Project Order, such as timing and pacing, edit choices, colour, sound balance, on-screen text, and the correction of errors. The Project Order sets the number of rounds for each Deliverable, and two (2) rounds apply if it is silent. Correcting AIAM’s own errors, or anything that does not conform to the Project Order, never uses up a round.

4.5 Changes. Anything else is a “Change”: a request made after the included rounds are used; any change to the brief, the Approved Direction, the script, the style or look, the length, format or number of Deliverables, the schedule, or the materials you supply; and any new notes on a cut you have already approved. AIAM will quote each Change in a written “Change Order” stating what it covers, the added fee and any effect on the schedule. AIAM is not obliged to begin a Change until you accept its Change Order, in your client portal or in writing, and may wait until any fee it adds is paid. An accepted Change Order forms part of the Project Order. A Change you do not accept is not made, and the Project Order stands as it was.

4.6 Approval. A cut is approved when you approve it; when you publish or use it outside your organisation; or ten (10) business days after it is shared if by then you have neither approved it nor requested changes. An approval is final as to everything the approved cut shows: later changes to it are Changes. This does not cover a technical fault in the final master files, or a departure from the delivery specification, which AIAM corrects at no charge.

4.7 Your delays. The schedule extends by any time AIAM spends waiting for your feedback, approvals, materials, access or payments. If you do not respond to a request from AIAM for thirty (30) days, AIAM may treat the latest cut as approved and invoice any amount that would then be due, or suspend the project until you respond.

5. Chain of title

5.1 Every artist who works on your project assigns their rights in the work to AIAM once they have been paid in full, under AIAM’s Studio Engagement Terms (aiartists.media/studio-terms). AIAM therefore holds, or controls, every right it grants you under sections 6 and 7.

5.2 On request, AIAM will confirm the chain of title for a Deliverable in writing, as distributors, networks and insurers commonly require.

6. Your licence

6.1 Licence tiers. Unless the Project Order is a Full Buyout under section 7, once you have paid the Project Fee in full, AIAM grants you a licence to use, reproduce, display, distribute, publicly perform and transmit the final Deliverables, and to make minor edits to them (cut-downs, resizing, reformatting, captions, subtitles and localisation), for the tier stated in the Project Order:

The territory is worldwide unless the Project Order narrows it.

6.2 Term. The licence term begins on the date the Deliverable is first used publicly, or thirty (30) days after the final Deliverables are delivered, whichever comes first.

6.3 Exclusivity. The licence is non-exclusive unless the Project Order makes it exclusive. An exclusive licence means that, during the licence term, AIAM will not license the Deliverables, or substantially similar edits of them, to anyone else within the category the Project Order names.

6.4 Before payment. Until you have paid in full (the Project Fee and every accepted Change Order), you may use the Deliverables only to review them internally, and no licence under this section takes effect. AIAM may share review cuts watermarked or at reduced resolution, and releases the final master files once you have paid in full.

6.5 After the term. When the term ends you will stop any new use, paid promotion and distribution. You need not delete organic posts already published on your own channels during the term, but you may not promote or boost them after it.

6.6 Renewals and upgrades. You may renew, extend or expand a licence, or buy the Deliverables outright, at any time at AIAM’s then-current rates.

6.7 Your agencies. You may let your advertising and media agencies, production vendors and the platforms you publish on use the Deliverables, on your behalf and within your licence. No other sublicensing is permitted.

6.8 No AI training. Under a licence you may not use the Deliverables to train, fine-tune or evaluate any AI model without AIAM’s written consent.

6.9 What AIAM keeps. Under a licence, AIAM keeps ownership of the Deliverables and may license them to others. AIAM will never re-license anything that contains your trademarks, products, packaging, people you supplied, or your confidential information.

7. Full buyout

7.1 Where the Project Order is a Full Buyout, AIAM assigns to you all right, title and interest worldwide in the final Deliverables, including copyright to the extent any exists, effective on the Transfer Date.

7.2 Transfer Date. The Transfer Date is the later of:

• (a) AIAM’s receipt of the Project Fee, and of every accepted Change Order, in full; and
• (b) AIAM’s receipt of the rights of every artist who worked on the Deliverables, which vest in AIAM when AIAM pays them. AIAM will make sure this happens no later than thirty (30) days after you pay in full.

AIAM will confirm the Transfer Date to you in writing.

7.3 Before the Transfer Date. Once you have paid in full and until the Transfer Date, you hold the Omnichannel licence in section 6.1, worldwide, with no end date.

7.4 What does not transfer. A buyout does not transfer the Retained Materials:

• the tools, models, LoRAs, workflows, templates, presets and techniques of AIAM and its artists;
• material that existed before the project;
• stock and other third-party material, which remains subject to its own licence; and
• drafts, outtakes and unused material, unless the Project Order includes them.

To the extent Retained Materials are embedded in the final Deliverables, you receive a perpetual, irrevocable, worldwide, royalty-free licence to use them as part of those Deliverables. A model trained for your project transfers only if the Project Order says so.

8. Your materials

You grant AIAM a non-exclusive licence to use your logos, products, footage, likenesses and other materials (“Client Materials”) to make the Deliverables. You confirm you have the rights and releases needed for AIAM to do so, and to use the Client Materials in the Deliverables as you intend.

9. Portfolio and credit

9.1 Once a Deliverable is publicly released, AIAM and the artists who made it may show it in their portfolios, reels and websites, and in awards and festival submissions. They will not do so before release, or before any embargo date in the Project Order. The Project Order may exclude this for a confidential project.

9.2 AIAM may name you as a client unless the Project Order says otherwise.

10. AI disclosure

You are responsible for meeting any AI-labelling or disclosure requirement that applies where you publish, including platform rules, advertising law, and Article 50 of the EU AI Act where it applies. The provenance packet includes a disclosure statement you can use. AIAM will attach content credentials (such as C2PA) where a platform or the Project Order requires them and the tools support it.

11. Copyright in AI-assisted work

In the United States and elsewhere, material generated by AI without sufficient human authorship may not be protected by copyright. AIAM grants and assigns its rights to the extent they exist, and documents the human authorship involved, but does not warrant that any Deliverable, or any element of one, is protectable by copyright.

12. Warranties

12.1 AIAM warrants that:

• (a) it has the right to enter into this Agreement and to grant the licence or assignment the Project Order provides;
• (b) the Deliverables are made as section 2.2 describes;
• (c) it holds a release for every real person whose likeness or voice appears in the Deliverables, other than Client Materials;
• (d) third-party assets in the Deliverables are licensed for the use the Project Order provides; and
• (e) to its knowledge after reasonable enquiry, the final Deliverables, used as this Agreement permits, do not infringe any third party’s copyright or trademark or violate any right of privacy or publicity.

12.2 You warrant that you have the right to enter into this Agreement and the rights and releases described in section 8.

12.3 Disclaimer. Except as this section 12 states, the Deliverables are provided without any other warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose or results.

13. Indemnities

13.1 By AIAM. AIAM will defend you against any third-party claim that the final Deliverables, used as this Agreement permits, infringe a copyright or trademark or violate a right of privacy or publicity, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from:

• Client Materials;
• changes made by anyone other than AIAM;
• use outside your licence; or
• combination with material AIAM did not supply.

13.2 By you. You will defend AIAM against any third-party claim arising from Client Materials or from your use of the Deliverables outside this Agreement, and will pay the damages and costs finally awarded or agreed in settlement.

13.3 Foundation-model training data. Neither party indemnifies the other for a claim that arises only from the training data of a third-party foundation model used in accordance with its provider’s terms. The parties will cooperate in responding to any such claim.

13.4 Procedure. The party claiming protection must give prompt written notice, let the other party control the defence, and cooperate reasonably. No settlement may impose an obligation or an admission on the protected party without its consent, which it will not unreasonably withhold.

13.5 AIAM’s remedy option. If a Deliverable is, or AIAM reasonably believes it may be, the subject of an infringement claim, AIAM may modify or replace it with a non-infringing equivalent. If neither is commercially reasonable, AIAM may end the licence to that Deliverable and refund the portion of the Project Fee attributable to it.

14. Limitation of liability

14.1 Neither party is liable for lost profits, lost revenue, or indirect, incidental, special or consequential damages.

14.2 Each party’s total liability under a Project Order is capped at the Project Fee paid or payable under it. AIAM’s obligations under section 13.1 are capped at twice the Project Fee.

14.3 Neither cap applies to your payment obligations, to either party’s breach of section 15, to fraud or wilful misconduct, or to use of the Deliverables outside your licence.

15. Confidentiality

Each party keeps the other’s non-public information confidential and uses it only for the project. A non-disclosure agreement attached to a Project Order prevails over this section.

16. Term and cancellation

16.1 This Agreement continues until either party ends it by notice, but continues to govern any Project Order already accepted.

16.2 Either party may terminate a Project Order for a material breach that is not cured within fifteen (15) days after written notice.

16.3 You may cancel a project at any time by written notice. You then pay for the work performed up to cancellation, pro rata to the Project Fee and any accepted Change Orders and never less than the Deposit, and for any non-cancellable costs. You receive rights only in Deliverables you have paid for in full.

16.4 If an amount remains unpaid thirty (30) days after it is due, AIAM may suspend or terminate the Project Order by written notice. Everything earned to that date remains payable, and no licence or transfer takes effect for work that has not been paid for.

16.5 Sections 3.5, 3.6, 4.6, 6.5, 6.8, 6.9, 7.4, 9, 11 to 17, and 16.3 and 16.4 survive termination.

17. General

17.1 Governing law and venue. South Carolina law governs this Agreement. Disputes go to the state or federal courts for Richland County, South Carolina, and each party waives trial by jury to the extent the law allows.

17.2 Assignment. You may not assign this Agreement without AIAM’s written consent. AIAM may assign it to an affiliate or to a successor to its business.

17.3 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, other than your payment obligations.

17.4 Notices. Notices to AIAM go to legal@aiartists.media. Notices to you go to the email address on your account or in the Project Order.

17.5 Entire agreement. This Agreement and its Project Orders are the entire agreement between the parties about their subject. If any part is unenforceable, the rest still applies.

17.6 Electronic acceptance. Acceptance in the client portal, and electronic signatures, are binding signatures for every purpose, including the assignment in section 7.

Schedule A. Project Order

A project accepted in the client portal is its own Project Order: the Deliverables, the rights, the Project Fee and its payment schedule, the revision rounds and the delivery date shown there, recorded with the version of this Agreement you accepted. Change Orders you accept there become part of it. For a project contracted outside the portal, AIAM issues a signed Project Order on its Schedule A form, which records the client and signatory, the Deliverables and delivery date, the Project Fee and payment schedule, the revision rounds, the rights tier, territory and exclusivity, whether a commissioned model or drafts transfer, portfolio timing, whether AIAM may name you as a client, any NDA, and any special terms. Ask for one at legal@aiartists.media.