Legal
Terms of Service
Unhuman Production
Effective Date: August 4, 2026 · Version: 1.0
1. Definitions
For the purposes of these Terms, the following definitions shall apply:
Business Day means any day other than Friday, Saturday, or an officially recognized public holiday in the Emirate in which the Company is registered.
Client means any legal entity, company, corporation, partnership, sole establishment, entrepreneur, organization, governmental body, or other commercial customer purchasing or requesting the Company's services.
Company means Unhuman Production, including its legal entity, affiliates, employees, contractors, representatives, licensors, successors, and permitted assigns.
Confidential Information means any non-public business, financial, technical, commercial, strategic, creative, marketing, or operational information disclosed by either party.
Deliverables means all final materials agreed to be provided to the Client, including videos, images, graphics, animations, scripts, subtitles, audio files, or other creative works.
Project means any individual assignment, production, campaign, quotation, proposal, Statement of Work, invoice, purchase order, or other engagement accepted by the Company.
Proposal means any quotation, commercial offer, pricing proposal, production estimate, or Statement of Work issued by the Company.
Services means all creative, consulting, production, AI-powered, post-production, branding, advertising, or related services offered by the Company.
Small Business Support Program means the Company's promotional program providing selected businesses with AI-powered promotional video production under special commercial conditions published by the Company.
Source Files means all editable production materials, including but not limited to project files, AI prompts, editing timelines, layered compositions, production assets, intermediate renders, workflows, and other internal production materials.
Third-Party Services means any software, artificial intelligence platforms, APIs, cloud services, payment processors, hosting providers, communication systems, stock libraries, or other external technologies used by the Company.
Website means the Company's official website currently located at https://unhumanproduction.com, together with any successor domain operated by the Company.
2. Introduction
Unhuman Production is an international creative production company specializing in AI-powered commercial content for businesses.
Our services combine creative direction, advanced artificial intelligence technologies, traditional post-production techniques, and human artistic expertise to produce high-quality commercial content for brands, agencies, entrepreneurs, and organizations worldwide.
The Company provides business-to-business (B2B) creative production services only.
Nothing contained on the Website shall be interpreted as creating an obligation for the Company to accept every inquiry or proposal submitted through the Website.
3. Acceptance of these Terms
These Terms apply to every Project unless the parties have executed a separate written agreement expressly superseding these Terms.
A legally binding agreement between the Company and the Client is formed only when all of the following conditions have been satisfied:
- the Company has confirmed acceptance of the Project in writing;
- the Client has accepted the applicable Proposal or quotation;
- any required advance payment has been successfully received by the Company.
Submitting a contact form, requesting information, participating in preliminary discussions, or receiving a quotation does not, by itself, create any contractual relationship.
4. Eligibility
The Company's services are intended exclusively for business customers.
By engaging the Company, the Client represents and warrants that:
- it is acting for business or commercial purposes;
- it possesses full legal capacity and authority to enter into binding agreements;
- the individual accepting these Terms has authority to bind the Client;
- all information supplied to the Company is complete, accurate, and current.
The Company reserves the right to refuse service where these requirements are not satisfied.
5. Modification of these Terms
The Company reserves the right to amend, modify, replace, or update these Terms at any time to reflect changes in applicable laws, business operations, technologies, or the services offered.
The Company shall provide notice of any material changes by publishing the updated Terms on its Website and, where reasonably practicable, by notifying existing Clients via email or other electronic means at least thirty (30) calendar days before such changes become effective.
Unless otherwise expressly stated, amendments shall apply only to Projects accepted by the Company on or after the effective date of the revised Terms.
Projects already accepted by the Company prior to the effective date of the revised Terms shall continue to be governed by the version of these Terms in effect at the time the Project was accepted, unless both parties expressly agree in writing to apply the updated Terms.
The Client's continued use of the Company's Website or submission of new Projects after the effective date of the revised Terms constitutes acceptance of the updated Terms.
6. Services
6.1 Scope of Services
The Company provides professional AI-powered creative production services to business clients worldwide.
Services may include, without limitation:
- AI-generated commercial and promotional videos;
- corporate and brand videos;
- AI-generated advertising content;
- social media content production;
- AI-generated influencers and virtual brand ambassadors;
- AI-assisted storytelling and branded entertainment;
- scriptwriting;
- creative concept development;
- storyboarding;
- AI image generation;
- AI video generation;
- voice synthesis and narration;
- animation;
- editing and post-production;
- subtitles and localization;
- creative consulting;
- branding and visual identity support;
- other creative services expressly agreed in writing.
The exact scope of each Project shall be defined in the applicable Proposal, quotation, Statement of Work ("SOW"), invoice, or other written agreement.
Any work not expressly included in the agreed Project scope shall constitute additional services and may be subject to additional fees.
6.2 Nature of AI Services
The Client acknowledges that the Company's services rely upon advanced artificial intelligence technologies together with human creative direction.
Artificial intelligence is used as a professional production tool and does not operate independently.
Every Deliverable is produced through a combination of:
- human creative direction;
- prompt engineering;
- artistic supervision;
- editing;
- quality control;
- post-production;
- proprietary production workflows.
6.3 No Guarantee of Identical Results
The Client understands and agrees that artificial intelligence technologies are inherently probabilistic.
Accordingly, the Company cannot guarantee that:
- generated images will exactly match reference materials;
- identical prompts will generate identical outputs;
- AI-generated characters will remain perfectly identical across generations;
- generated voices or animations will always be visually or technically identical.
Reasonable artistic differences shall not constitute a defect in the Services.
6.4 Creative Discretion
Unless otherwise expressly agreed in writing, the Client authorizes the Company to exercise reasonable professional and artistic judgment throughout production.
This includes decisions regarding:
- composition;
- cinematography;
- pacing;
- editing;
- transitions;
- animation;
- lighting;
- camera movement;
- visual effects;
- sound design;
- music selection;
- prompt engineering;
- color grading;
- rendering methods;
- production techniques.
Creative decisions made in good faith shall not constitute a breach of these Terms.
6.5 Third-Party Technologies
The Company may utilize third-party software, cloud services, artificial intelligence models, APIs, hosting services, stock libraries, plugins, voice synthesis platforms, rendering services, payment providers, and other technologies in performing the Services.
The Company shall not be responsible for interruptions, delays, pricing changes, discontinued functionality, policy changes, service outages, or technical limitations of any third-party provider beyond the Company's reasonable control.
6.6 Experimental Nature of AI
The Client acknowledges that certain AI technologies used by the Company are continuously evolving.
Accordingly:
- quality may improve over time;
- outputs may vary;
- rendering times may fluctuate;
- available features may change;
- providers may discontinue services without notice.
The Company reserves the right to substitute equivalent production technologies where reasonably necessary.
6.7 Right to Decline Projects
The Company reserves the right to refuse, suspend, or terminate any Project at its sole discretion where the requested work:
- violates applicable laws;
- infringes intellectual property rights;
- promotes fraud or illegal activities;
- contains defamatory or misleading content;
- promotes violence, hatred, discrimination, or unlawful conduct;
- violates the acceptable use policies of third-party AI providers;
- creates unreasonable legal, regulatory, ethical, or reputational risks for the Company.
Where reasonably practicable, the Company shall notify the Client before refusing or terminating a Project.
6.8 Estimates
Any timelines, budgets, rendering estimates, production schedules, completion dates, or creative milestones communicated by the Company are estimates only unless expressly guaranteed in writing.
The Company shall use commercially reasonable efforts to meet estimated deadlines but shall not be liable for delays caused by:
- Client actions or omissions;
- technical failures;
- AI platform limitations;
- internet disruptions;
- third-party providers;
- force majeure events;
- unusually high production workload.
Estimated delivery dates shall not constitute contractual deadlines unless expressly agreed in writing.
7. Orders, Proposals and Project Acceptance
7.1 Requests for Services
Any inquiry, consultation request, discovery call, contact form submission, email communication, or request for information submitted by the Client is for informational purposes only and does not constitute an offer capable of acceptance by the Company.
The Company is under no obligation to accept any Project.
7.2 Proposals and Quotations
The Company may provide a written Proposal, quotation, estimate, Statement of Work ("SOW"), production brief, or other commercial document describing the proposed Services.
Unless expressly stated otherwise, every Proposal shall include, where applicable:
- scope of Services;
- Deliverables;
- estimated production schedule;
- commercial terms;
- pricing;
- payment schedule;
- revision policy;
- assumptions and exclusions;
- any special Project conditions.
Unless otherwise stated in writing, quotations remain valid for thirty (30) calendar days from the date of issue.
The Company may withdraw, amend, or replace any Proposal before it has been accepted by the Client.
7.3 Acceptance of a Project
A Project shall be deemed accepted only when all of the following conditions have been satisfied:
- the Company has confirmed acceptance of the Project in writing;
- the Client has accepted the applicable Proposal, quotation, or Statement of Work;
- any required advance payment has been received in cleared funds.
No employee, contractor, representative, or agent of the Company may modify these requirements except through written authorization issued by the Company.
7.4 Scope of Work
The Services provided by the Company are strictly limited to the Deliverables expressly described in the accepted Proposal or Statement of Work.
Any work not expressly included shall be considered outside the agreed scope.
Examples include, without limitation:
- additional videos;
- additional languages;
- new creative concepts;
- replacement scenes;
- revised scripts;
- additional voiceovers;
- alternative edits;
- new aspect ratios;
- additional rendering formats;
- additional marketing assets.
Additional work may require:
- a revised Proposal;
- additional fees;
- revised production timelines.
7.5 Changes Requested After Acceptance
If, after Project acceptance, the Client requests changes that materially affect the scope, complexity, production schedule, or Deliverables, the Company may, at its sole discretion:
- issue a revised quotation;
- suspend production pending approval of revised commercial terms;
- extend production deadlines;
- reject the requested changes where technically or commercially impracticable.
The Company shall not be obligated to perform work beyond the agreed scope until revised terms have been accepted.
7.6 Project Priority
Projects shall generally be scheduled according to production capacity and the order in which accepted Projects become ready for production.
The Company reserves the right to prioritize Projects based upon:
- production capacity;
- agreed deadlines;
- commercial priority;
- technical requirements;
- resource availability;
- expedited production services purchased by the Client.
No Client acquires exclusive access to the Company's production resources unless expressly agreed in writing.
7.7 Suspension of Production
The Company may suspend production where:
- required information has not been provided;
- approvals remain outstanding;
- payment obligations have not been fulfilled;
- continued production would expose the Company to legal or commercial risk;
- the Client materially breaches these Terms.
Any suspension shall automatically extend the production schedule by at least the duration of the suspension together with any reasonable period required to resume production.
7.8 Cancellation Before Production
The Client may request cancellation of a Project before production has commenced.
If the Company has not yet begun substantive work, the Company may, at its sole discretion:
- cancel the Project;
- refund payments received, less any non-recoverable third-party costs or administrative expenses already incurred;
- issue a credit toward future Services.
Once production has commenced, Section 8.8 (Refund Policy) of these Terms shall apply.
7.9 Communication and Project Records
For evidentiary purposes, the Company may rely upon communications conducted through:
- email;
- client portals;
- messaging applications;
- project management platforms;
- video conferencing summaries confirmed in writing;
- electronic approvals.
Electronic communications shall constitute valid Project records unless clearly demonstrated otherwise.
The Client is responsible for ensuring that persons communicating with the Company on its behalf are authorized to provide instructions relating to the Project.
8. Pricing and Payment
8.1 Pricing
Unless otherwise agreed in writing, all prices quoted by the Company are expressed in United States Dollars (USD).
Prices published on the Website are for informational purposes only and do not constitute a binding offer.
The Company reserves the right to revise its pricing at any time. Any pricing changes shall not affect Projects that have already been accepted by the Company.
8.2 Quotations
Unless otherwise stated, all quotations issued by the Company remain valid for thirty (30) calendar days from the date of issue.
The Company may withdraw or amend any quotation prior to Project acceptance.
8.3 Payment Methods
The Company may accept payment through one or more of the following methods:
- international bank transfer;
- debit or credit cards;
- online payment processors;
- cryptocurrency (where accepted by the Company);
- any other payment method approved by the Company.
The availability of payment methods may vary depending on the Client's location and applicable legal or regulatory requirements.
8.4 Commencement of Production
Unless otherwise agreed in writing, production shall not commence until:
- the Project has been accepted by the Company;
- the Client has accepted the applicable Proposal or Statement of Work;
- the required advance payment has been received in cleared funds.
The Company may postpone production until all payment conditions have been satisfied.
8.5 Payment Obligations
The Client agrees to pay all fees specified in the applicable Proposal, quotation, invoice, or Statement of Work.
The Client shall remain responsible for all bank charges, payment processing fees, intermediary bank fees, currency conversion fees, taxes, customs duties, and any similar charges imposed by third parties, unless expressly agreed otherwise in writing.
8.6 Late Payments
If any payment becomes overdue, the Company may, at its sole discretion:
- suspend production;
- suspend delivery of Deliverables;
- postpone Project deadlines;
- withhold the transfer of intellectual property rights;
- terminate the Project.
The Company shall not be liable for any delay resulting from overdue or unsuccessful payments.
8.7 Chargebacks and Payment Disputes
The Client agrees not to initiate a chargeback, payment reversal, or payment dispute without first making a good-faith effort to resolve the matter directly with the Company.
If a payment is reversed or disputed after production has commenced, the Company reserves the right to:
- suspend all ongoing Services;
- suspend delivery of completed Deliverables;
- revoke any licenses granted under these Terms to the extent permitted by applicable law;
- pursue recovery of unpaid amounts, including reasonable collection costs and legal expenses where permitted by law.
8.8 Refund Policy
Because each Project involves customized creative services, allocation of production resources, and the use of third-party technologies, payments are generally non-refundable once production has commenced.
For the purposes of these Terms, production shall be deemed to have commenced when the Company begins any substantive work on the Project, including, without limitation:
- creative research;
- concept development;
- scriptwriting;
- storyboard preparation;
- prompt engineering;
- AI image generation;
- AI video generation;
- editing;
- animation;
- production planning;
- preparation of Project assets.
No refund shall be due solely because the Client changes its marketing strategy, creative preferences, business objectives, or otherwise decides not to proceed after production has commenced.
Nothing in this Section limits any mandatory rights available to the Client under applicable law.
8.9 Taxes
Unless expressly stated otherwise, all fees exclude applicable taxes, duties, VAT, withholding taxes, sales taxes, or similar governmental charges.
The Client shall be solely responsible for any taxes arising from the purchase or use of the Services, except for taxes imposed directly on the Company's income.
8.10 Currency Exchange
Where payment is made in a currency other than USD, the amount received by the Company shall be determined according to the exchange rate and currency conversion applied by the relevant financial institution or payment provider at the time of the transaction.
The Company shall not be responsible for exchange rate fluctuations or conversion fees.
8.11 Failure to Complete Payment
The Company reserves the right to withhold delivery of any Deliverables, source files, licenses, or intellectual property rights until all outstanding amounts have been paid in full.
Partial payment shall not entitle the Client to use any Deliverables unless otherwise expressly agreed in writing.
9. Small Business Support Program
9.1 General
The Company may, at its sole discretion, offer a promotional initiative known as the Small Business Support Program ("Program").
The Program is intended to provide eligible businesses with access to professional AI-powered promotional video production under special commercial terms that differ from the Company's standard services.
Participation in the Program is entirely voluntary and subject to approval by the Company.
The Company reserves the right to accept, reject, suspend, modify, or discontinue the Program at any time.
9.2 Eligibility
Eligibility for the Program shall be determined solely by the Company.
Participation in the Program does not create any right or entitlement to receive services under the Program.
The Company may refuse any application without providing reasons.
9.3 Promotional Pricing
Projects accepted under the Program shall be performed at the promotional price published on the Company's Website or otherwise communicated by the Company.
Unless expressly stated otherwise, promotional pricing shall not be combined with any other discounts, offers, or promotional campaigns.
9.4 Scope of Services
Unless otherwise expressly agreed in writing, each Project under the Program includes:
- one (1) promotional video;
- maximum duration of thirty (30) seconds;
- production based on one approved creative concept;
- delivery of one (1) final version.
Any additional Deliverables or services shall require a separate quotation.
9.5 Production Process
Projects accepted under the Program are produced using a simplified production workflow.
The Client acknowledges and agrees that:
- production is completed in a single production cycle;
- no revision rounds are included;
- the final Deliverable is produced based on the approved Project brief and the Company's professional creative judgment.
The absence of revision rounds is reflected in the reduced promotional pricing offered through the Program.
9.6 Estimated Production Time
The estimated production period for Projects accepted under the Program may be up to two (2) months, depending on the Company's production schedule and workload.
Production timelines are estimates only and may be extended in accordance with these Terms.
9.7 Refund Policy
Because the Program is offered under substantially reduced promotional pricing and requires allocation of production resources, all payments made under the Program are non-refundable once production has commenced.
Production shall be deemed commenced in accordance with the Refund Policy contained in these Terms.
9.8 Portfolio Rights
Participation in the Program constitutes the Client's express agreement that the completed Project may be displayed by the Company as part of its portfolio, including on its Website, social media channels, presentations, promotional materials, and other marketing communications.
Portfolio use is a mandatory condition of participation in the Program.
Clients who require confidentiality may request a standard commercial quotation outside the Program, where alternative portfolio arrangements may be negotiated before production begins.
9.9 Program Changes
The Company reserves the right to modify, suspend, or discontinue the Program, including its pricing, eligibility requirements, production conditions, or other commercial terms.
Any such changes shall not affect Projects already accepted by the Company unless otherwise agreed in writing.
10. Production Process
10.1 Production Workflow
Each Project shall be produced in accordance with the production workflow determined by the Company based on the agreed scope of Services, technical requirements, and creative objectives.
Depending on the nature of the Project, production may include one or more of the following stages:
- project briefing;
- creative research;
- concept development;
- scriptwriting;
- storyboard preparation;
- prompt engineering;
- AI image generation;
- AI video generation;
- animation;
- editing and post-production;
- sound design;
- voice generation or recording;
- subtitles and localization;
- color grading;
- rendering;
- quality assurance;
- final delivery.
The Company reserves the right to modify, combine, reorder, or omit production stages where reasonably necessary to achieve the agreed Deliverables.
10.2 Production Schedule
Any production schedule, completion date, milestone, rendering estimate, or delivery timeline provided by the Company is an estimate only unless expressly guaranteed in writing.
Production timelines may be affected by factors including, but not limited to:
- Client delays;
- additional requests;
- revisions;
- technical failures;
- AI platform limitations;
- third-party service interruptions;
- force majeure events;
- unusually high production workload.
Such delays shall not constitute a breach of these Terms.
10.3 Client Cooperation
The Client agrees to provide all information, materials, approvals, and feedback reasonably requested by the Company in a timely manner.
Failure to provide required information may delay production and automatically extend the estimated delivery schedule.
The Company shall not be liable for delays caused by the Client's failure to cooperate.
10.4 Reviews and Approvals
Where the agreed Project includes review stages, the Client shall review each submitted Deliverable and provide written approval or consolidated written feedback within seven (7) calendar days after delivery.
If no response is received within seven (7) calendar days, the Company may deem the relevant production stage approved and continue production accordingly.
10.5 Revisions
Unless otherwise expressly stated in the applicable Proposal or Statement of Work, revisions are limited to those included in the purchased Service.
A revision consists of reasonable adjustments to an existing Deliverable that do not materially change the approved concept, creative direction, or Project scope.
The following shall constitute additional work rather than revisions:
- development of new concepts;
- replacement of scenes;
- substantial script changes;
- changes in creative direction;
- changes requested after approval;
- new Deliverables;
- additional language versions;
- additional aspect ratios;
- additional voiceovers;
- requests resulting from inaccurate Client instructions.
Additional work may require a revised Proposal, additional fees, and revised production timelines.
10.6 Creative Judgment
The Client acknowledges that the Services involve professional artistic and creative judgment.
Reasonable differences in artistic style, editing, pacing, animation, camera movement, visual composition, AI-generated content, or other creative elements shall not constitute defects where the Deliverables substantially conform to the approved Project scope.
10.7 Delivery
Unless otherwise agreed, Deliverables shall be provided electronically through one or more of the following methods:
- secure download links;
- cloud storage services;
- email;
- client portals;
- other electronic delivery methods selected by the Company.
Delivery shall be deemed complete when the Deliverables have been made available to the Client using the agreed delivery method.
10.8 Acceptance of Deliverables
The Deliverables shall be deemed accepted upon the earliest of:
- the Client's written approval;
- publication or commercial use of the Deliverables by the Client;
- fourteen (14) calendar days after delivery, provided the Client has not submitted a written notice identifying a material non-conformity with the agreed scope of Services.
Minor defects, typographical errors, formatting inconsistencies, or subjective creative preferences that do not materially affect the agreed Deliverables shall not prevent acceptance.
10.9 File Retention
The Company may retain Project files, Source Files, intermediate renders, prompts, production assets, and other working materials for its own business purposes.
Unless otherwise agreed in writing, the Company has no obligation to archive, maintain, or preserve such materials for any minimum period following completion of the Project.
The Client is solely responsible for downloading and securely storing all Deliverables after delivery.
10.10 Source Files
Unless expressly included in the applicable Proposal or purchased as an additional Service, Source Files shall not be delivered to the Client.
The Company retains sole ownership of all Source Files, prompt engineering materials, production workflows, internal templates, proprietary methodologies, intermediate production assets, and other internal production resources.
Delivery or licensing of Source Files may be offered only pursuant to a separate written agreement and payment of any applicable additional fees.
10.11 Use of AI Technologies
The Client acknowledges that the Company may utilize one or more third-party artificial intelligence platforms, software solutions, cloud services, or proprietary production tools in performing the Services.
The Company reserves the right, at its sole discretion, to replace, supplement, discontinue, or modify any AI model, software platform, production workflow, or technology used during a Project, provided that such substitution does not materially reduce the quality or scope of the agreed Deliverables.
The Company shall not be liable for changes in functionality, availability, licensing terms, output characteristics, pricing, or technical limitations of third-party AI providers.
10.12 Quality Standards
The Company undertakes to provide Deliverables that substantially conform to the scope of Services, specifications, and creative objectives agreed upon with the Client.
The Client acknowledges that creative services and AI-assisted production inherently involve subjective artistic judgment and technical variation.
Accordingly, the Company's obligation is to deliver professionally produced Deliverables that materially satisfy the agreed Project requirements, rather than to achieve any particular subjective artistic preference or creative expectation of the Client.
The existence of alternative creative approaches, stylistic preferences, or artistic opinions shall not, by itself, constitute evidence of defective performance or non-compliance with these Terms.
11. Client Responsibilities
11.1 General Obligations
The Client agrees to cooperate with the Company throughout the Project and to provide all information, instructions, approvals, materials, and feedback reasonably required for the proper performance of the Services.
The Client shall act in good faith and use commercially reasonable efforts to avoid delays or unnecessary interruptions to the Project.
11.2 Accuracy of Information
The Client represents and warrants that all information, specifications, creative briefs, marketing materials, technical instructions, and other information supplied to the Company are complete, accurate, current, and suitable for the intended Project.
The Company shall not be responsible for any errors, delays, additional costs, or production issues resulting from inaccurate, incomplete, misleading, or outdated information provided by the Client.
Where incorrect information supplied by the Client requires additional production work, the Company may issue a revised Proposal and charge additional fees.
11.3 Client Materials
The Client shall be solely responsible for all materials supplied to the Company, including, without limitation:
- trademarks;
- logos;
- photographs;
- videos;
- scripts;
- music;
- voice recordings;
- product images;
- marketing materials;
- brand assets;
- documents;
- reference materials;
- other content incorporated into the Deliverables.
The Client represents and warrants that it owns, or has obtained all licenses, permissions, consents, and legal rights necessary for the Company to use such materials in performing the Services.
11.4 Intellectual Property Warranty
The Client represents and warrants that none of the materials supplied to the Company infringe, misappropriate, or otherwise violate the intellectual property rights, contractual rights, privacy rights, publicity rights, or other legal rights of any third party.
The Company shall have no obligation to independently verify ownership or licensing of Client Materials.
The Client assumes full legal responsibility for all Client Materials supplied to the Company.
11.5 Compliance with Laws
The Client shall be solely responsible for ensuring that the requested Project, its intended use, and any claims contained within the Deliverables comply with all applicable laws, regulations, advertising standards, and industry requirements in every jurisdiction where the Deliverables will be published or used.
The Company does not provide legal, tax, regulatory, financial, or advertising compliance advice.
11.6 Approvals
The Client is responsible for carefully reviewing every Deliverable before publication or commercial use.
Approval of any Deliverable constitutes confirmation that the Client has reviewed and accepted, among other things:
- spelling;
- grammar;
- translations;
- branding;
- factual content;
- legal notices;
- product information;
- pricing;
- contact details;
- compliance with the Client's internal requirements.
Following approval, the Company shall not be responsible for errors that could reasonably have been identified during the review process.
11.7 Delays Caused by the Client
Where the Client fails to provide information, approvals, materials, or feedback within a reasonable period, the Company may:
- suspend production;
- revise the production schedule;
- postpone delivery;
- reallocate production resources;
- place the Project on hold.
Any delay caused by the Client shall automatically extend the estimated Project timeline by at least the duration of the delay together with any reasonable period required to resume production.
11.8 Dormant Projects
If a Project remains inactive due to the Client's failure to provide required information or approvals for more than ninety (90) consecutive calendar days, the Company may, at its sole discretion:
- archive the Project;
- close the Project;
- require payment of reactivation fees before resuming production;
- require a revised production schedule.
Where production has already commenced, closure of a dormant Project shall not create any obligation for the Company to issue a refund.
11.9 Authorized Representatives
The Client shall ensure that all persons communicating with the Company regarding the Project are duly authorized to act on the Client's behalf.
The Company may rely upon instructions, approvals, feedback, and decisions received from such representatives unless the Client has previously notified the Company in writing of any limitation of authority.
11.10 Confidential Access
Where the Client provides access to internal systems, websites, cloud services, social media accounts, advertising platforms, or other digital resources, the Client warrants that it has the legal authority to grant such access.
The Client remains solely responsible for maintaining the security of its credentials and shall promptly revoke any access that is no longer required following completion of the Project.
11.11 Responsibility for Publication
Unless expressly agreed otherwise in writing, the Client shall be solely responsible for publishing, distributing, broadcasting, advertising, or otherwise using the Deliverables.
The Company shall not be responsible for any consequences arising from the Client's publication, modification, distribution, or commercial use of the Deliverables after delivery.
11.12 Client Indemnity for Client Materials
The Client agrees to indemnify and hold harmless the Company from any claim, demand, proceeding, liability, damage, loss, cost, or expense arising out of or relating to Client Materials or the Client's instructions, including claims alleging infringement of intellectual property rights, defamation, violation of privacy rights, misleading advertising, or breach of applicable laws.
This obligation shall survive completion or termination of the Project.
12. Intellectual Property Rights
12.1 Ownership of Company Intellectual Property
Unless expressly agreed otherwise in writing, all intellectual property owned, developed, licensed, or used by the Company before or during the performance of the Services shall remain the exclusive property of the Company or its respective licensors.
This includes, without limitation:
- production methodologies;
- creative workflows;
- prompt engineering techniques;
- prompt libraries;
- AI workflows;
- automation systems;
- templates;
- production pipelines;
- visual styles;
- editing techniques;
- internal documentation;
- proprietary processes;
- know-how;
- trade secrets;
- software configurations;
- quality control procedures;
- internal production assets.
Nothing contained in these Terms shall transfer ownership of the Company's intellectual property to the Client except as expressly provided herein.
12.2 Client Intellectual Property
The Client shall retain ownership of all trademarks, trade names, logos, copyrighted materials, marketing assets, and other intellectual property supplied to the Company.
The Client grants the Company a non-exclusive, royalty-free, worldwide license to use such materials solely for the purpose of performing the Services and fulfilling the Project.
This license automatically terminates upon completion of the Project, except as otherwise provided regarding portfolio use.
12.3 Ownership Prior to Full Payment
Until the Company has received payment in full of all amounts due under the applicable Project:
- all Deliverables;
- drafts;
- concepts;
- previews;
- production files;
- intermediate renders;
- Source Files;
- working materials;
- shall remain the exclusive property of the Company.
The Client shall not publish, distribute, modify, reproduce, sell, sublicense, or otherwise use any Deliverable before full payment has been received unless expressly authorized by the Company in writing.
12.4 License Granted Upon Full Payment
Upon receipt of full payment, and unless otherwise agreed in writing, the Company grants the Client a perpetual, worldwide, non-exclusive, non-transferable license to use the final approved Deliverables for the Client's own lawful commercial purposes.
Such license includes the right to:
- publish;
- display;
- distribute;
- advertise;
- publicly perform;
- publicly display;
- reproduce;
- use the Deliverables in marketing and promotional activities.
No rights are granted with respect to Source Files, internal production materials, prompt libraries, proprietary workflows, or other Company Intellectual Property.
12.5 Source Files
Unless expressly included in the applicable Proposal or purchased as an additional Service, the Client shall not receive Source Files.
Source Files include, without limitation:
- editable project files;
- AI prompts;
- prompt libraries;
- ComfyUI workflows;
- node graphs;
- custom automation;
- render files;
- layered compositions;
- animation project files;
- internal templates;
- production documentation;
- intermediate assets.
Delivery of Source Files shall be subject to separate commercial terms determined by the Company.
12.6 Prompt Engineering
The Client acknowledges that prompt engineering constitutes a proprietary creative and technical methodology developed by the Company.
All prompts, prompt libraries, prompt engineering techniques, optimization methods, workflows, and prompt structures created or utilized by the Company shall remain the exclusive intellectual property of the Company.
Nothing in these Terms grants the Client ownership of, or access to, the Company's prompt engineering methodologies.
12.7 AI Models and Third-Party Technologies
Certain Deliverables may be produced using third-party AI models, APIs, cloud platforms, licensed software, fonts, music, stock assets, voice synthesis technologies, or other third-party services.
Ownership and licensing of such technologies remain subject to the applicable third-party license agreements.
The Company cannot transfer ownership of any third-party intellectual property beyond the rights granted by the relevant licensors.
12.8 Portfolio Rights
Unless otherwise agreed in writing, the Company may display completed Deliverables, in whole or in part, on its Website, portfolio, social media channels, presentations, proposals, award submissions, conferences, promotional materials, and other marketing communications for the purpose of demonstrating its work.
For Projects completed under the Small Business Support Program, the Client expressly acknowledges and agrees that portfolio use by the Company is a mandatory condition of participation in the Program.
For Projects outside the Program, the Client may request confidentiality before production begins. Any restriction on portfolio use shall be valid only if expressly agreed in writing by the Company.
12.9 Reservation of Rights
Except for the limited license expressly granted under these Terms, all rights not expressly granted to the Client are reserved by the Company.
No implied license, transfer of ownership, assignment, or waiver of intellectual property rights shall arise by implication, estoppel, or otherwise.
12.10 Survival
The provisions of this Section shall survive completion, cancellation, expiration, or termination of any Project.
13. Confidentiality and Data Protection
13.1 Confidential Information
During the course of a Project, either party may disclose confidential or proprietary information, whether in written, oral, electronic, visual, or other form ("Confidential Information").
Confidential Information includes, without limitation:
- business plans;
- financial information;
- pricing;
- customer information;
- marketing strategies;
- technical documentation;
- software;
- source materials;
- creative concepts;
- scripts;
- production methodologies;
- prompt engineering techniques;
- workflows;
- internal communications;
- trade secrets;
- unpublished products or services;
- any other information reasonably understood to be confidential.
13.2 Confidentiality Obligations
Each party agrees to:
- keep Confidential Information strictly confidential;
- use Confidential Information solely for the performance of the Project;
- exercise at least the same degree of care used to protect its own confidential information, and in no event less than reasonable commercial care;
- not disclose Confidential Information to any third party except as expressly permitted by these Terms.
13.3 Permitted Disclosure
Confidential Information may be disclosed only where:
- the disclosing party has provided prior written consent;
- disclosure is required by applicable law, regulation, or court order;
- disclosure is required to professional advisers, auditors, insurers, legal counsel, or subcontractors who are subject to equivalent confidentiality obligations;
- the information has entered the public domain without breach of these Terms.
13.4 Exclusions
Confidential Information shall not include information that:
- was lawfully known by the receiving party before disclosure;
- becomes publicly available without breach of these Terms;
- is independently developed without reference to the disclosed information;
- is lawfully obtained from a third party without any confidentiality obligation.
13.5 Company Portfolio Exception
Nothing contained in this Section shall restrict the Company's rights expressly granted under Section 12 (Intellectual Property Rights) regarding portfolio use.
Where the Client participates in the Small Business Support Program, the Client expressly acknowledges that publication of the completed Deliverables as part of the Company's portfolio does not constitute a breach of confidentiality.
13.6 Client Confidential Projects
For Projects outside the Small Business Support Program, the Client may request confidential treatment of a Project before production begins.
Any confidentiality obligations extending beyond these Terms must be expressly agreed in writing by both parties.
Unless such written agreement exists, the Company shall have no obligation to treat the existence of the Project itself as confidential.
13.7 Personal Data
The Company processes personal data in accordance with its Privacy Policy and applicable data protection laws.
The Client represents and warrants that it has obtained all necessary permissions, consents, and legal authority to provide any personal data supplied to the Company.
The Company shall not be responsible for any personal data unlawfully supplied by the Client.
13.8 Security
The Company shall implement commercially reasonable administrative, organizational, and technical measures designed to protect confidential information and personal data against unauthorized access, disclosure, alteration, or destruction.
The Company does not warrant that any electronic transmission, cloud storage service, or communication platform is completely secure.
13.9 Retention of Information
The Company may retain Project documentation, communications, invoices, approvals, production records, and other business records for its legitimate business purposes, legal compliance, accounting requirements, dispute resolution, or defense of legal claims.
Such retention shall be carried out in accordance with applicable law and the Company's internal retention policies.
13.10 Survival
The confidentiality obligations contained in this Section shall survive termination or completion of the Project for a period of three (3) years unless a longer period is required by law or expressly agreed in writing.
14. Representations, Warranties and Disclaimers
14.1 Mutual Authority
Each party represents and warrants that:
- it has full legal capacity and authority to enter into these Terms;
- these Terms constitute a valid and legally binding agreement;
- execution and performance of these Terms do not violate any applicable law, contractual obligation, court order, or other legal restriction applicable to that party.
14.2 Client Warranties
The Client further represents and warrants that:
- all information supplied to the Company is accurate, complete, and current;
- all Client Materials may lawfully be used for the Project;
- all necessary permissions, licenses, approvals, and consents have been obtained;
- the requested Project does not knowingly infringe any third-party rights;
- the requested Project complies with applicable advertising, marketing, intellectual property, privacy, and consumer protection laws.
The Client acknowledges that the Company relies upon these warranties in providing the Services.
14.3 Company Warranty
The Company warrants only that it shall perform the Services with commercially reasonable care, professional skill, and diligence consistent with generally accepted industry practices.
Except as expressly stated in these Terms, the Company makes no additional warranties or guarantees regarding the Services or Deliverables.
14.4 Creative Services
The Client acknowledges that the Services involve artistic judgment, creative interpretation, and AI-assisted production.
Accordingly, subjective dissatisfaction with artistic style, editing, pacing, visual composition, storytelling, animation, voice synthesis, color grading, or other creative decisions shall not, by itself, constitute defective performance where the Deliverables materially conform to the agreed scope of Services.
14.5 AI Technology Disclaimer
The Client understands and acknowledges that artificial intelligence technologies are continuously evolving and may generate outputs that vary in quality, appearance, consistency, or technical characteristics.
The Company does not warrant that AI-generated outputs will:
- be identical across generations;
- perfectly reproduce reference materials;
- remain visually identical throughout all scenes;
- be free from minor artifacts or inconsistencies;
- satisfy every subjective creative expectation.
The Company shall use commercially reasonable efforts to achieve the agreed creative objectives but does not guarantee identical or deterministic AI outputs.
14.6 Third-Party Services Disclaimer
The Company utilizes various third-party technologies, software platforms, APIs, cloud infrastructure, payment providers, communication services, stock libraries, and AI systems.
The Company makes no representation or warranty regarding the continued availability, performance, pricing, security, functionality, licensing, or policies of any third-party provider.
The Company shall not be liable for interruptions, delays, reduced functionality, or other consequences arising from changes made by such third-party providers.
14.7 No Guarantee of Commercial Results
The Client acknowledges that creative production, marketing, branding, and advertising involve numerous factors beyond the Company's control.
Accordingly, the Company does not warrant or guarantee that any Deliverable will:
- increase sales;
- generate revenue;
- improve brand awareness;
- increase social media engagement;
- achieve viral distribution;
- improve search engine rankings;
- produce any specific commercial or financial result.
14.8 Website Disclaimer
The Website and all information made available through it are provided on an "AS IS" and "AS AVAILABLE" basis.
While the Company endeavors to maintain accurate and up-to-date information, it does not warrant that the Website will always be uninterrupted, error-free, secure, or free from technical defects.
The Company may modify, suspend, or discontinue any portion of the Website at any time without prior notice.
14.9 Disclaimer of Implied Warranties
To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties other than those expressly stated in these Terms, including any implied warranties of:
- merchantability;
- fitness for a particular purpose;
- title;
- non-infringement;
- uninterrupted availability;
- compatibility;
- satisfactory quality.
No oral statement, proposal, estimate, marketing material, demonstration, presentation, or communication shall create any warranty not expressly contained in these Terms.
14.10 Survival
The disclaimers and warranty limitations contained in this Section shall survive completion, cancellation, expiration, or termination of any Project to the fullest extent permitted by applicable law.
15. Limitation of Liability
15.1 Maximum Liability
To the fullest extent permitted by applicable law, the total aggregate liability of the Company arising out of or relating to any Project, Deliverable, Service, Proposal, Statement of Work, invoice, Website, or these Terms shall not exceed the total amount actually paid by the Client to the Company for the specific Project giving rise to the claim.
This limitation shall apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statutory liability, or otherwise.
15.2 Excluded Damages
To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including, without limitation:
- loss of profits;
- loss of revenue;
- loss of anticipated savings;
- loss of business opportunities;
- loss of contracts;
- business interruption;
- loss of customers;
- reputational damage;
- goodwill impairment;
- loss or corruption of data;
- marketing losses;
- advertising losses;
- costs of substitute services;
- claims made by third parties against the Client.
Such exclusions shall apply even if the Company has been advised of the possibility of such damages.
15.3 AI Technology Risks
The Client acknowledges that the Company's Services rely upon artificial intelligence technologies that continue to evolve and may change without notice.
The Company shall not be liable for any loss arising from:
- changes in AI model behavior;
- discontinuation of AI platforms;
- changes to licensing terms imposed by AI providers;
- modifications to AI safety policies;
- output variations between generations;
- reduced availability of AI services;
- delays caused by AI processing queues;
- limitations inherent in AI-generated content.
15.4 Third-Party Providers
The Company shall not be responsible for the acts, omissions, failures, outages, security incidents, pricing changes, licensing changes, or technical limitations of third-party providers, including but not limited to:
- cloud service providers;
- AI platform providers;
- payment processors;
- hosting companies;
- internet service providers;
- stock content providers;
- software vendors;
- communication platforms.
Any liability relating to such third-party services shall remain subject to the terms and conditions of the relevant provider.
15.5 Client Review Obligation
The Client is solely responsible for reviewing all Deliverables prior to publication, distribution, or commercial use.
The Company shall not be liable for losses resulting from the Client's failure to identify reasonably discoverable errors before approving or publishing the Deliverables.
15.6 Regulatory Compliance
The Company does not guarantee that any Deliverable complies with the advertising, consumer protection, intellectual property, privacy, or other legal requirements of every jurisdiction in which the Deliverables may be used.
The Client remains solely responsible for obtaining any legal advice necessary before publication or commercial use.
15.7 Security and Cyber Risks
The Company implements commercially reasonable security measures designed to protect Project information and Client data.
However, the Company does not warrant that electronic communications, cloud storage services, or digital infrastructure are immune from cyberattacks, unauthorized access, malware, data corruption, or other security incidents beyond the Company's reasonable control.
15.8 Duty to Mitigate
The Client agrees to take all commercially reasonable steps to mitigate any loss, damage, or expense arising from any alleged breach of these Terms or any issue relating to the Services.
The Company shall not be liable for any loss that could reasonably have been avoided through timely action by the Client.
15.9 Time Limitation for Claims
To the fullest extent permitted by applicable law, any claim arising out of or relating to the Services or these Terms must be submitted in writing to the Company within twelve (12) months after the Client first became aware, or reasonably should have become aware, of the circumstances giving rise to the claim.
Claims submitted after this period may be rejected as time-barred to the extent permitted by applicable law.
15.10 Survival
The limitations and exclusions of liability contained in this Section shall survive the completion, cancellation, expiration, or termination of any Project and shall remain enforceable to the fullest extent permitted by applicable law.
16. Indemnification
16.1 Client Indemnification
The Client shall defend, indemnify, and hold harmless the Company, its parent companies, subsidiaries, affiliates, directors, officers, shareholders, employees, contractors, consultants, licensors, successors, and permitted assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:
- the Client's breach of these Terms;
- Client Materials;
- instructions or specifications provided by the Client;
- infringement or alleged infringement of any intellectual property rights;
- violation of privacy, publicity, or personality rights;
- false, misleading, or unlawful advertising claims supplied by the Client;
- violation of applicable laws or regulations by the Client;
- the Client's publication, modification, distribution, licensing, or commercial use of the Deliverables;
- any negligent, fraudulent, or intentional misconduct by the Client.
16.2 Third-Party Claims
If any third party brings a claim relating to Client Materials, Client instructions, or the Client's use of the Deliverables, the Client shall promptly assume responsibility for the defense of such claim at its own expense.
The Company reserves the right, at its own expense, to participate in the defense with legal counsel of its own choosing.
Nothing in this Section obligates the Company to assume the defense of claims arising from the Client's conduct.
16.3 Cooperation
The Company shall promptly notify the Client of any indemnifiable claim upon becoming aware of it, provided that any delay in notification shall not relieve the Client of its indemnification obligations except to the extent the delay materially prejudices the Client's ability to defend the claim.
The Client shall reasonably cooperate with the Company in connection with the defense or settlement of any such claim.
16.4 Settlement of Claims
The Client shall not settle any claim that imposes any admission of liability, financial obligation, injunctive relief, or other obligation upon the Company without the Company's prior written consent.
The Company shall not unreasonably withhold, condition, or delay such consent.
16.5 Company Indemnification
To the extent required by applicable law, the Company shall indemnify the Client only for losses directly resulting from the Company's willful misconduct or gross negligence as finally determined by a court of competent jurisdiction.
Except as expressly stated in this Section, the Company assumes no indemnification obligations.
16.6 Survival
The indemnification obligations set forth in this Section shall survive the completion, cancellation, expiration, or termination of any Project and shall remain in effect for as long as any applicable claim may legally be asserted.
17. Force Majeure
17.1 Force Majeure Events
The Company shall not be liable for any delay, interruption, suspension, or failure in the performance of its obligations under these Terms where such delay or failure results, directly or indirectly, from any event or circumstance beyond the Company's reasonable control ("Force Majeure Event").
Force Majeure Events include, without limitation:
- natural disasters;
- earthquakes;
- floods;
- fires;
- severe weather conditions;
- epidemics or pandemics;
- war;
- armed conflict;
- terrorism;
- civil unrest;
- riots;
- strikes or labor disputes;
- governmental actions;
- sanctions;
- embargoes;
- changes in applicable laws or regulations;
- failures of public utilities;
- power outages;
- internet outages;
- telecommunications failures;
- cyberattacks;
- ransomware attacks;
- denial-of-service attacks;
- failures of cloud infrastructure;
- failures of hosting providers;
- failures of payment processors;
- failures or interruptions of AI platforms;
- suspension or discontinuation of third-party software or APIs;
- shortages of critical technology resources;
- any other event beyond the Company's reasonable control.
17.2 Suspension of Obligations
During the existence of a Force Majeure Event, the Company's affected obligations shall be suspended for the duration of the Force Majeure Event and for any additional period reasonably required to resume normal operations.
The occurrence of a Force Majeure Event shall not constitute a breach of these Terms.
17.3 Notice
Where reasonably practicable, the Company shall notify the Client of a Force Majeure Event and its anticipated impact on the Project.
Failure to provide immediate notice shall not affect the Company's rights under this Section where circumstances make prompt notification impracticable.
17.4 Extension of Time
Any production schedule, delivery date, milestone, approval deadline, or other Project timetable affected by a Force Majeure Event shall automatically be extended for:
- the duration of the Force Majeure Event; and
- any additional period reasonably necessary for the Company to resume production.
17.5 Third-Party Service Interruptions
The Client acknowledges that the Company relies upon numerous third-party providers, including AI platforms, cloud infrastructure, payment processors, communication systems, rendering services, and software vendors.
Temporary or permanent interruptions affecting such providers may delay production or require modification of the production workflow.
Such interruptions shall constitute Force Majeure Events where they are beyond the Company's reasonable control.
17.6 Alternative Production Methods
Where reasonably practicable, the Company may substitute equivalent production methods, AI technologies, software platforms, or service providers in order to continue performing the Services during or following a Force Majeure Event.
Such substitutions shall not constitute a material change to the agreed Services provided that the Deliverables substantially conform to the agreed Project scope.
17.7 Long-Term Force Majeure
If a Force Majeure Event continues for more than ninety (90) consecutive calendar days and materially prevents performance of the Project, either party may terminate the affected Project by written notice.
Where production has already commenced, the Client shall remain responsible for payment for all Services performed prior to termination.
Any refund shall be determined solely in accordance with the applicable Refund Policy and these Terms.
17.8 Survival
Nothing contained in this Section shall affect:
- payment obligations accrued before the Force Majeure Event;
- confidentiality obligations;
- intellectual property rights;
- portfolio rights;
- limitations of liability;
- indemnification obligations; or
- any other provisions that are intended to survive termination of these Terms.
18. Suspension and Termination
18.1 Suspension of Services
Without limiting any other rights available under these Terms or applicable law, the Company may suspend all or part of the Services immediately upon written notice where:
- the Client fails to make any required payment;
- the Client materially breaches these Terms;
- the Client fails to provide information, approvals, or materials reasonably required to continue the Project;
- the Client requests content that is unlawful or infringes the rights of any third party;
- continuation of the Project would expose the Company to legal, regulatory, financial, security, or reputational risk;
- a Force Majeure Event materially affects the Company's ability to perform the Services.
During any suspension, production schedules and delivery dates shall automatically be extended by the duration of the suspension together with any reasonable period required to resume production.
18.2 Termination by the Company
The Company may terminate a Project or these Terms immediately by written notice if:
- the Client commits a material breach of these Terms and fails to remedy such breach within fourteen (14) calendar days after receiving written notice, where the breach is capable of remedy;
- the Client becomes insolvent, enters liquidation, administration, bankruptcy, or any similar insolvency proceeding;
- continued performance would violate applicable law or a binding order of a governmental authority;
- the Client engages in fraudulent, deceptive, abusive, threatening, or unlawful conduct toward the Company or its personnel;
- the Client initiates a chargeback or payment reversal in bad faith after production has commenced;
- the Client repeatedly interferes with the Company's ability to perform the Services despite reasonable requests to cooperate.
The Company may also terminate a Project immediately where the breach cannot reasonably be remedied.
18.3 Termination by the Client
The Client may terminate a Project by providing written notice to the Company.
Where production has not yet commenced, the Company may, at its discretion, cancel the Project and refund any amounts paid, less any non-recoverable third-party costs or administrative expenses already incurred.
Where production has commenced, termination shall be governed by the Refund Policy and other applicable provisions of these Terms.
Termination by the Client shall not affect the Client's obligation to pay for Services already performed.
18.4 Effect of Termination
Upon termination:
- the Company may immediately cease all work relating to the Project;
- all unpaid invoices shall become immediately due and payable;
- any licenses granted to the Client prior to full payment may be suspended or revoked to the extent permitted by applicable law;
- the Company may withhold Deliverables until all outstanding amounts have been paid in full;
- each party shall discontinue use of the other party's Confidential Information except as otherwise permitted by these Terms or required by law.
Termination shall not require the Company to transfer Source Files, internal production materials, drafts, or incomplete Deliverables unless expressly agreed in writing.
18.5 Dormant Projects
If a Project remains inactive due to the Client's failure to provide required materials, approvals, or instructions for more than ninety (90) consecutive calendar days, the Company may treat the Project as abandoned.
In such circumstances, the Company may:
- close the Project;
- archive or permanently remove working files in accordance with its internal retention policies;
- require payment of a reactivation fee before resuming work;
- require a revised production schedule or updated Proposal.
Closure of a dormant Project shall not entitle the Client to a refund for Services already performed.
18.6 Survival of Rights
Termination or expiration of these Terms shall not affect any provision that by its nature is intended to survive, including, without limitation:
- payment obligations;
- intellectual property rights;
- portfolio rights;
- confidentiality obligations;
- indemnification obligations;
- limitation of liability;
- dispute resolution provisions;
- governing law;
- audit rights (if applicable);
- any accrued rights or remedies of either party.
18.7 No Waiver of Remedies
Termination of a Project or these Terms shall be without prejudice to any rights, remedies, or claims that either party may have accrued prior to the effective date of termination.
The exercise of one remedy by the Company shall not prevent the Company from exercising any other remedy available under these Terms or applicable law.
18.8 Post-Termination Assistance
Following the completion or termination of a Project, the Client may request additional assistance from the Company, including, without limitation:
- re-delivery of previously completed Deliverables;
- conversion of Deliverables into alternative file formats;
- export or preparation of files for third-party platforms;
- retrieval of archived Project materials, where available;
- transfer of Deliverables using alternative delivery methods;
- preparation of additional copies of Deliverables;
- technical consultation regarding previously delivered Deliverables;
- other post-completion support reasonably requested by the Client.
Unless expressly included in the original Proposal or otherwise agreed in writing, any post-termination or post-completion assistance shall constitute additional Services and may be subject to separate quotations, additional fees, and revised delivery timelines.
The Company shall have no obligation to provide post-termination assistance where:
- the requested materials are no longer retained by the Company;
- provision of the requested assistance would violate applicable law, third-party license terms, or these Terms;
- the Client has outstanding payment obligations;
- the requested assistance requires delivery of Source Files or other Company Intellectual Property not included in the original Project scope.
Any post-termination assistance voluntarily provided by the Company shall be governed by these Terms unless otherwise agreed in writing.
19. Governing Law
19.1 Applicable Law
These Terms, each Project, and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Arab Emirates and, where applicable, the laws and regulations of the Emirate and free zone (if any) in which the Company is incorporated, without regard to conflict of law principles.
19.2 Mandatory Laws
Nothing contained in these Terms shall exclude or limit the application of any mandatory provision of law that cannot lawfully be excluded or restricted under the applicable legislation.
Where any provision of these Terms conflicts with a mandatory legal requirement, that mandatory requirement shall prevail only to the extent required by law, and the remaining provisions shall remain in full force and effect.
19.3 Interpretation
These Terms shall be interpreted in good faith and in a manner that gives effect to their commercial purpose.
Headings and section titles are included solely for convenience and shall not affect the interpretation of these Terms.
References to statutes, regulations, or legal provisions include any amendments, replacements, or successor legislation unless the context requires otherwise.
19.4 Language
These Terms are drafted in the English language, which shall be the governing language for all purposes.
Any translation of these Terms into another language is provided solely for convenience.
In the event of any inconsistency or conflict between the English version and any translated version, the English version shall prevail to the fullest extent permitted by applicable law.
19.5 International Transactions
The Client acknowledges that the Services are offered internationally and may involve cross-border communications, cloud infrastructure, payment providers, subcontractors, software vendors, and technology providers located in multiple jurisdictions.
Such international aspects of the Services shall not alter the governing law specified in this Section.
19.6 Compliance with Local Laws
The Client is solely responsible for ensuring that its purchase and use of the Services comply with the laws, regulations, licensing requirements, advertising standards, tax obligations, and other legal requirements applicable in the jurisdictions where the Deliverables are used or published.
The Company shall not be responsible for determining whether the Deliverables comply with local legal requirements outside the governing law applicable to these Terms.
19.7 Severability of Governing Law Provisions
If any provision of this Section is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining provisions of these Terms.
The remaining provisions shall continue in full force and effect to the maximum extent permitted by applicable law.
20. Dispute Resolution
20.1 Good Faith Negotiations
The parties shall use commercially reasonable efforts to resolve any dispute, controversy, or claim arising out of or relating to these Terms, any Project, the Services, or any Deliverables through good-faith negotiations.
A party seeking to raise a dispute shall provide written notice describing the nature of the dispute and the relief sought.
Unless the parties agree otherwise, the parties shall have thirty (30) calendar days from receipt of such notice to attempt to resolve the dispute through direct negotiations.
20.2 Escalation Procedure
If the dispute has not been resolved through negotiations, the parties may escalate the matter by appointing senior representatives with authority to negotiate a settlement.
The parties shall cooperate in good faith and exchange such information as is reasonably necessary to facilitate resolution of the dispute.
Participation in this escalation process shall not prejudice the legal rights of either party.
20.3 Mediation
If the dispute remains unresolved after completion of the negotiation process, the parties may mutually agree to submit the dispute to confidential mediation before commencing formal legal proceedings.
Unless otherwise agreed in writing, the costs of mediation shall be shared equally between the parties.
Nothing in this Section obligates either party to agree to mediation.
20.4 Court Proceedings
If a dispute cannot be resolved through negotiations or any agreed mediation process, either party may commence legal proceedings before the courts having jurisdiction in accordance with Section 19 (Governing Law).
Each party irrevocably submits to the jurisdiction of such courts for the resolution of disputes arising out of or relating to these Terms.
20.5 Injunctive Relief
Nothing contained in these Terms shall prevent either party from seeking urgent interim, provisional, or injunctive relief from any court of competent jurisdiction where such relief is necessary to:
- protect intellectual property rights;
- preserve confidential information;
- prevent unauthorized use of Deliverables;
- prevent misuse of Company Intellectual Property;
- preserve evidence;
- prevent imminent and irreparable harm.
The availability of such relief shall not require completion of the negotiation or mediation procedures described in this Section.
20.6 Recovery of Costs
To the fullest extent permitted by applicable law, the prevailing party in any legal proceeding arising out of these Terms may recover its reasonable legal fees, court costs, and other litigation expenses from the non-prevailing party, where permitted by applicable law or ordered by the competent court.
20.7 Continued Performance
Unless the Company has lawfully suspended or terminated the Project under these Terms, the parties shall continue to perform their respective obligations during the resolution of any dispute to the extent reasonably practicable.
20.8 Time Limit for Bringing Claims
To the fullest extent permitted by applicable law, no legal proceeding arising out of or relating to these Terms may be commenced unless the claimant has first complied with the dispute resolution procedures set forth in this Section, except where immediate judicial relief is expressly permitted under these Terms or required by applicable law.
20.9 Confidentiality of Disputes
To the extent permitted by applicable law, the parties agree to keep confidential the existence of any dispute, all settlement discussions, mediation proceedings, and any information exchanged in connection with the resolution of the dispute, except where disclosure is:
- required by law;
- required by a competent court or governmental authority;
- necessary for obtaining professional legal, accounting, or insurance advice;
- reasonably required for the enforcement of legal rights.
20.10 Survival
The provisions of this Section shall survive the completion, cancellation, expiration, or termination of any Project and shall remain binding upon the parties with respect to any dispute arising from these Terms or the Services.
21. General Provisions
21.1 Entire Agreement
These Terms, together with the Company's Privacy Policy, any Proposal, Statement of Work ("SOW"), quotation, invoice, Project brief, and any other written agreement expressly incorporated by reference, constitute the entire agreement between the Company and the Client concerning the Services.
They supersede all prior discussions, negotiations, representations, understandings, and agreements relating to the same subject matter.
21.2 Independent Contractor
The relationship between the Company and the Client is solely that of independent contracting parties.
Nothing contained in these Terms shall be construed as creating any partnership, joint venture, employment relationship, franchise, agency, fiduciary relationship, or other legal association between the parties.
Neither party has authority to bind the other except as expressly agreed in writing.
21.3 Assignment
The Client may not assign, transfer, sublicense, delegate, or otherwise transfer any rights or obligations arising under these Terms without the prior written consent of the Company.
The Company may assign or transfer these Terms, in whole or in part, in connection with:
- a merger;
- acquisition;
- corporate restructuring;
- sale of assets;
- sale of business;
- internal corporate reorganization;
- succession by operation of law.
Such assignment shall not require the Client's consent.
21.4 Electronic Communications
The Client agrees that communications exchanged by email, electronic signature platforms, client portals, messaging applications, online project management systems, or other electronic means may constitute valid business communications between the parties.
Electronic records may be relied upon as evidence to the fullest extent permitted by applicable law.
21.5 Electronic Signatures
The parties agree that electronic signatures, electronic approvals, digital confirmations, scanned signatures, click-through acceptances, and similar electronic methods of acceptance shall have the same legal effect as handwritten signatures to the fullest extent permitted by applicable law.
21.6 No Waiver
Failure or delay by either party in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
A waiver shall be effective only if made expressly in writing and signed by the party granting such waiver.
A waiver of one breach shall not constitute a waiver of any subsequent or continuing breach.
21.7 Severability
If any provision of these Terms is held by a court or other competent authority to be invalid, unlawful, or unenforceable, such provision shall be interpreted, modified, or limited to the minimum extent necessary to make it enforceable while preserving its original commercial intent.
The remaining provisions shall remain valid and enforceable in full.
21.8 Amendments to these Terms
The Company reserves the right to amend, revise, replace, or update these Terms at any time.
The Company shall provide notice of any material amendments by publishing the revised version on its Website and, where reasonably practicable, by notifying existing Clients through email or other electronic communication at least thirty (30) calendar days before the amendments become effective.
Unless otherwise expressly agreed in writing, amendments shall apply only to Projects accepted by the Company on or after the effective date of the revised Terms.
Projects accepted before the effective date shall continue to be governed by the version of these Terms that was in effect on the date of Project acceptance, unless both parties expressly agree in writing to apply the updated Terms.
The Client's continued use of the Company's Website or submission of new Projects after the effective date of the revised Terms constitutes acceptance of the updated Terms.
21.9 Notices
Any notice required or permitted under these Terms shall be given in writing and delivered by one or more of the following methods:
- email;
- via the contact form on the website unhumanproduction.com.
A notice shall be deemed received:
- immediately upon successful delivery through the Company's client portal;
- upon confirmation of successful electronic transmission by email;
- upon delivery confirmation from the courier;
- or otherwise in accordance with applicable law.
21.10 No Third-Party Beneficiaries
Except as expressly provided in these Terms, no person or entity other than the Company and the Client shall have any rights under these Terms or be entitled to enforce any provision of them.
21.11 Headings
Headings, titles, and numbering used in these Terms are included solely for convenience and shall not affect the interpretation of any provision.
21.12 Contact Information
Questions regarding these Terms or the Company's Services may be directed to:
Unhuman Production
Website: https://unhumanproduction.com
Email: hello@unhuman.production
The Company may update its contact information by publishing the revised details on its Website.
21.13 Effective Date
These Terms shall become effective on the Effective Date indicated at the beginning of this document and shall remain in force until amended or replaced by the Company in accordance with these Terms.