Studio Engagement Terms

1. How an engagement is formed

1.1 A producer adds you to a project’s team on the site with your role and your fee (the “Assignment”). The Assignment, these terms and any signed Engagement Deal Memo for the project together form your Deal Memo.

1.2 You accept by ticking the acceptance box on the Assignment and clicking Accept. We record the version of these terms you accepted, the date, and a fingerprint of the Assignment as it was shown to you. Your electronic acceptance is your signature, including for the assignment of rights in section 5 (U.S. E-SIGN Act, 15 U.S.C. §7001, and the Uniform Electronic Transactions Act).

1.3 Disclosure. On a Studio Engagement AIAM is the producer and your counterparty, not your agent. The client pays AIAM, and AIAM’s compensation is its margin as producer: the client’s budget, which the Assignment shows you, less the team’s fees and production costs. AIAM charges no commission on a Studio Engagement. You may take independent legal or business advice before accepting, and you may decline any Assignment without consequence.

1.4 If you have a signed agreement with us. If you are a Signed Artist (Artist Management Agreement) or a Roster artist (Roster Listing and Booking Agreement), these terms form part of the Engagement Deal Memo that agreement requires, and that agreement otherwise continues to apply. Where the two conflict, these terms govern ownership of Studio Work and the re-licensing share (sections 5 and 6), and your agreement governs everything else.

1.5 A signed Deal Memo for the project prevails over these terms only where it says so expressly and both parties have signed it.

2. The work

2.1 You will deliver your part of the production as the producer directs, to the brief and the delivery specification, within the revision rounds the producer sets. Work beyond that is offered to you as a Fee Amendment under section 4.5, never added to your Assignment without one.

2.2 Human authorship. Everything you deliver is made with your meaningful creative direction and human authorship throughout: you direct, curate, iterate on and finish it. You will not deliver unattended or substantially unmodified machine output as your own work.

2.3 Provenance and clearance. Before delivery you will give AIAM what it needs for the production’s provenance packet: the tools, models and model versions you used; the origin of any model you trained and its training data; licences for any third-party asset, stock, music or font; releases for any real person whose likeness or voice appears; and a record of your creative process (project files, workflow graphs, iteration history, edit timelines or equivalent). You will keep those records for at least three years after delivery.

2.4 AI disclosure. You will not present AI-generated or AI-assisted material as unaided work or as captured footage.

2.5 Confidentiality. Client briefs, client materials, unreleased work and the terms of any client deal are confidential. You may not share or publish them, and you may not show unreleased work to anyone, until it has been publicly released or the portfolio date in the Assignment has passed.

3. Independent contractor

You are an independent contractor, not an employee, partner or agent of AIAM or of the client. You decide how you do the work, and you provide your own equipment and tools unless the Assignment says otherwise. You are responsible for your own taxes. Nothing you make on a Studio Engagement is a “work made for hire”. AIAM acquires its rights by assignment under section 5.

4. Your fee

4.1 AIAM pays the fee stated in the Assignment within thirty (30) days after you complete your work on the engagement, or by any earlier date the Assignment states. “Complete” means you have delivered the final version of your contribution and any revision rounds the producer requested within the agreed limit.

4.2 Your pay does not depend on the client paying us. AIAM carries the risk of the client paying late or not at all.

4.3 Payment is made to your connected payout account (currently Stripe Connect) or by another method we agree in writing. Production expenses are covered only as the Assignment or a signed Deal Memo states, and we never take a markup on them.

4.4 Nothing in these terms reduces a right you have as a freelance worker under the law of the state or country where you live.

4.5 Fee Amendments. If AIAM needs work from you beyond your Assignment (for example because the client has ordered a change), AIAM will offer it to you as a written “Fee Amendment” stating the added work and the added fee. You may decline any Fee Amendment without consequence. If you accept it, on the site or in writing:

• (a) the added work is Studio Work under these terms, on the same terms as your Assignment;
• (b) AIAM pays the added fee within thirty (30) days after you complete the added work, whether or not the client has paid (section 4.2 applies); and
• (c) section 5.3 applies to the added work on your receipt of its added fee.

We record a Fee Amendment you accept on the site the same way as your Assignment: the version of these terms, the date, and a fingerprint of the amendment as it was shown to you.

5. Rights in the work

5.1 Definitions.

• “Studio Work” — everything you create for the engagement and deliver or make available to AIAM: finished deliverables, cuts, takes, frames, stills, audio, edits, project files, and prompts and workflow settings written for the project. It does not include your Retained Materials.
• “Retained Materials” — your Artist Tools (models, LoRAs, checkpoints, embeddings, fine-tunes, prompt libraries, node graphs, workflows, scripts, presets, LUTs, templates and reference libraries you created or acquired independently of the engagement); any Commissioned Model (a model trained for the engagement) unless a signed Deal Memo transfers it; any other material you owned before the engagement or create outside it (“Pre-existing Materials”); and your general skills, know-how and techniques.

5.2 Before you are paid: a licence. From the moment you deliver or share Studio Work, you grant AIAM an exclusive, worldwide licence to use, reproduce, edit, adapt, combine and deliver it for the production, and to grant the client the licence the client has bought. Until you have received your full fee:

• (a) AIAM may not re-license the Studio Work to anyone else, sell it, assign it, or transfer ownership of it to the client; and
• (b) the licence is irrevocable as to the client’s licensed use, so a client’s campaign is never pulled because of a dispute between you and us.

5.3 When you are paid: an assignment. On your receipt of your full fee, and without anything further being signed, you assign to Creating In AI LLC all right, title and interest worldwide in the Studio Work, including all copyright and every renewal and extension of it, to the extent any exists. The licence in section 5.2 then merges into that ownership. For added work under a Fee Amendment, “your full fee” means that amendment’s added fee: your rights in the added work pass when you receive it, and the licence in section 5.2 covers the added work until then.

5.4 What you keep. Section 5.3 transfers none of your Retained Materials. To the extent Pre-existing Materials or Artist Tool outputs are embedded in the Studio Work, you grant AIAM a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use them as part of that Studio Work only, and to pass the same licence on to the client and to anyone the Studio Work is licensed or transferred to. Your name, likeness, voice, persona and right of publicity are never assigned. Any digital replica of you requires your separate signed consent.

5.5 Your portfolio and credit. AIAM grants you back a perpetual, worldwide, non-exclusive, royalty-free licence to show the Studio Work in your portfolio, reel, website and social feeds, and in awards and festival submissions, once it has been publicly released or the portfolio date in the Assignment has passed, and never in a way that suggests you own it or that discloses client confidential information. We will credit you as the Assignment states wherever AIAM controls the credit. We cannot guarantee that a client will credit you.

5.6 Moral rights. To the extent the law allows, you waive, and agree not to assert, any moral rights (such as rights of attribution and integrity) in the Studio Work against AIAM, the client, or anyone who later lawfully holds or licenses it. Where a moral right cannot be waived, you consent to the edits, cut-downs, adaptations and uses these terms allow.

5.7 Further assurances. If asked, you will sign any confirmatory document reasonably needed to record the assignment, such as a short-form assignment for the U.S. Copyright Office. AIAM pays any cost of doing so.

5.8 No model training. AIAM will not use the Studio Work as training data for any AI model, and will not license it to anyone for that purpose, without your separate written consent. This does not bind a client who has bought the Studio Work outright, because that client then owns it.

5.9 If we pay late. If AIAM does not pay your fee when section 4 requires, you keep ownership until you are paid, and section 5.2(a) continues to stop AIAM from re-licensing, selling or transferring the work. Your remedy is payment of the fee, together with any interest, penalty or damages the law provides. It is not an order stopping the client’s licensed use.

6. Re-licensing share: 50/50

6.1 When it applies. Where the client has not bought the Studio Work outright, AIAM keeps ownership of it and may license it again. When it does, half the profit goes to the artists.

6.2 Re-licensing Income is every amount AIAM actually receives for the Studio Work other than the client’s original fee for the engagement, including:

• renewals, extensions and expansions of the client’s own licence;
• the client buying the Studio Work outright after the original engagement; and
• licences, sales or other paid uses by anyone else.

6.3 Net Re-licensing Income is Re-licensing Income less only:

• (a) sales, use and value-added taxes collected;
• (b) refunds, chargebacks and credits actually given; and
• (c) documented out-of-pocket costs paid to third parties that are directly attributable to that re-licence, such as third-party licence fees, delivery or localisation costs, or a third-party sales agent’s commission.

No deduction is made for AIAM’s overhead, its staff time or its margin.

6.4 The split. Net Re-licensing Income is divided:

• 50% to AIAM; and
• 50% to the artists, divided equally among every Contributing Artist on the engagement, whatever their role or fee.

A “Contributing Artist” is an artist who accepted the engagement’s Deal Memo, delivered their contribution, and was paid their fee (and the added fee of any Fee Amendment they accepted). If you are the only Contributing Artist, you receive the full 50%. The split is the same whether a re-licence uses all of the Studio Work or only part of it.

6.5 Statements and payment. AIAM pays your share within thirty (30) days after the end of the calendar quarter in which it received the Re-licensing Income, with a statement showing the gross amount, each deduction, the net amount and each share. The licensee’s name may be withheld where a confidentiality obligation requires it. A share below US$25 may be carried forward until it reaches US$25 or twelve months have passed, whichever comes first.

6.6 Audit. Once in any calendar year, on thirty (30) days’ written notice, you or your accountant may inspect AIAM’s records of Re-licensing Income for your engagements for the previous twenty-four (24) months. If you were underpaid by more than 5%, AIAM pays the shortfall and the reasonable cost of the inspection.

6.7 Duration. Your share lasts for as long as AIAM, or anyone who acquires the Studio Work from AIAM, receives Re-licensing Income. It survives the end of any agreement between us. AIAM will not transfer ownership of the Studio Work to a third party (other than the client) without requiring that party to take on this obligation.

6.8 AIAM’s decisions. Whether, to whom, and on what terms to re-license is AIAM’s decision, and AIAM has no obligation to re-license. AIAM will not re-license anything that contains the client’s trademarks, products, people or confidential information.

7. Your promises

You promise that:

• (a) you have the right to enter into this engagement, and doing so breaks no agreement you have with anyone else;
• (b) the Studio Work is your own, made as section 2.2 describes;
• (c) the terms of every tool and model you use allow commercial use of what it produces and allow you to assign it as section 5 provides;
• (d) you have a licence for every third-party asset, and a signed release for every real person’s likeness or voice, in the material you contribute; and
• (e) to your knowledge after reasonable enquiry, the material you contribute does not infringe anyone’s intellectual property, privacy or publicity rights.

8. AIAM’s promises

AIAM promises that it will:

• (a) pay you as section 4 provides;
• (b) hold rights, sufficient for the uses it directs, in any tool, model, asset or reference material that AIAM or the client directs you to use;
• (c) never grant a client more than the Studio Work allows; and
• (d) account for your re-licensing share honestly and on time.

9. Liability

9.1 You will indemnify AIAM and the client against third-party claims caused by your breach of section 7. AIAM will indemnify you against third-party claims arising from material that AIAM or the client supplied or directed you to use, or from a use of the Studio Work that exceeds what the client bought.

9.2 Foundation models. Neither party indemnifies the other for claims about the training data of a third-party foundation model used in accordance with that model provider’s terms. Both parties will cooperate in responding to any such claim and will each bear their own costs.

9.3 Your cap. Except for fraud, wilful misconduct, or knowingly delivering infringing material or material that needs a release you did not obtain, your total liability to AIAM for an engagement will not exceed the fee you received for it.

10. General

10.1 Survival. Sections 2.5, 5, 6, 7, 9 and 10 survive the end of the engagement.

10.2 Changes. AIAM may update these terms for future engagements. The version you accepted for an engagement governs that engagement.

10.3 Governing law. South Carolina law governs these terms, and disputes go to the state or federal courts for Richland County, South Carolina. This is subject to any law of the place where you live that cannot be excluded by contract, and to your signed agreement with us, if you have one, whose dispute-resolution clause controls.

10.4 Notices. Notices to AIAM go to legal@aiartists.media. Notices to you go to the email address on your account.

10.5 Entire agreement. Your Deal Memo is the entire agreement for the engagement, subject to section 1.4. If any part of these terms is unenforceable, the rest still applies.