AI Creative Services Agreement & Terms

01Agreement and Acceptance

This AI Creative Services Agreement (the "Agreement") governs all creative services provided by Zuri Ladiva ("Studio," "we," "us," or "our") to a client ("Client," "you," or "your"). It applies to every engagement unless we have both signed a separate written agreement that expressly supersedes it.

You accept this Agreement by doing any of the following: checking the acceptance box on an onboarding or booking form; making a payment to the Studio; submitting materials for a project; approving a concept, storyboard, model, or deliverable; or otherwise instructing us to begin work. Any one of those is enough, and the earliest of them is the date acceptance takes effect.

You consent to transact electronically. Your electronic acceptance has the same legal effect as a handwritten signature under the federal E-SIGN Act and comparable state law, and we may keep a record of that acceptance — including the date, time, and the version of this Agreement you accepted — as evidence of it.

If you accept on behalf of a company, you represent that you are authorized to bind that company, and "Client" means both you and that company.

You must be at least 18 years old to engage the Studio.

02Scope of Services

The Studio provides AI-assisted creative services, which may include custom AI models, AI twins and digital likenesses, campaign imagery, promotional video, still images, storyboards, creative direction, and related digital content.

The specific deliverables, quantities, durations, turnaround, revision allowance, and price for your project are set out separately — in a written proposal, invoice, order form, package description, or written correspondence between us (each, a "Project Scope"). The Project Scope controls the details of the work; this Agreement controls the terms under which it is done. Where the two conflict on a commercial detail, the Project Scope governs; where they conflict on a legal term, this Agreement governs.

Anything not described in the Project Scope is outside it, and may require additional time and an additional fee agreed in writing before we proceed.

03Estimates, Automated Tools, and Offers

Our website provides a price estimator and an automated assistant that can answer questions and produce indicative figures. Both exist to give you a sense of cost. Neither is a quotation, a proposal, or an offer capable of acceptance, and neither creates any obligation on the Studio.

Figures produced by the estimator or the automated assistant are estimates only, generated from published rates and stated assumptions. Your price is the price stated in the Project Scope, and only that.

The automated assistant is powered by artificial intelligence and may produce incomplete or incorrect information. Nothing it says binds the Studio, varies this Agreement, or constitutes professional advice.

Prices, packages, and rates published on our website may change at any time. A change does not affect a Project Scope already agreed and paid for.

04Consultation Calls

Consultation calls are paid, time-reserved appointments. The fee, the duration, and the credit terms are stated at the time of booking.

The consultation fee reserves a specific block of our time and is non-refundable once the booking is confirmed, to the fullest extent permitted by law. Where we have stated that the fee is credited toward a project, that credit applies only if you engage the Studio within the stated period, applies only to the fee actually paid, and has no cash value.

You may reschedule once, at no charge, with at least 24 hours' notice. A cancellation with less than 24 hours' notice, or a failure to attend, forfeits the fee and the appointment.

A consultation is a discussion of creative direction and approach. It is not legal, financial, tax, accounting, medical, or other professional advice, and nothing said on a call should be relied upon as such.

05The Nature of AI-Generated Content

You understand and agree that the work involves artificial intelligence and generative technology, and that this carries characteristics that conventional production does not.

AI-generated content may contain natural variation, inconsistency, artifacts, or differences from supplied reference material. While the Studio applies professional judgment and post-production to achieve a close and visually convincing result, we do not guarantee exact replication of any person, product, garment, object, logo, location, reference image, movement, texture, color, or other visual element.

This applies equally to AI twins and custom AI models. Facial features, body proportions, skin, hair, clothing, products, environments, lighting, and motion may vary between generated outputs, between platforms, and between sessions.

Variation of this kind is inherent to the technology and does not, by itself, constitute defective, incomplete, or non-conforming work, and is not a basis for a refund.

Where exact fidelity to a specific product, mark, or person is commercially essential to you, you must tell us before production begins so that we can advise whether the project is suitable.

06Client Materials, Rights, and Permissions

You are solely responsible for ensuring that you hold all rights, licenses, permissions, consents, and authorizations necessary for every material you supply to us, and for the uses you ask us to make of it. This includes, without limitation:

• photographs, video, and audio
• product images and product designs
• logos, trademarks, trade dress, and brand assets
• music, sound recordings, and compositions
• text, copy, scripts, and taglines
• reference images and mood boards
• any image, voice, name, or likeness of an identifiable person
• any material owned by a third party, including anything sourced from the internet

You represent and warrant that the materials you supply, and our agreed use of them, do not and will not infringe or violate any third party's intellectual property, privacy, publicity, moral, contractual, or other rights, and do not violate any law.

The Studio does not verify ownership, provenance, or authorization for materials you submit, and is entitled to rely on your representations without independent investigation.

You grant the Studio a limited, non-exclusive, royalty-free license to use, reproduce, modify, adapt, and process your materials for the sole purpose of performing the services and, subject to Section 15, displaying the resulting work. This license ends when the engagement ends, except as needed to retain records and portfolio material.

We will not use your confidential materials to train publicly available or third-party AI models, and will not supply them to any third party except the service providers used to produce your project.

07Likeness, AI Twins, and Digital Replicas

This section applies whenever a project involves the image, voice, name, or likeness of a real, identifiable person — including you.

Before we begin, you must obtain from each depicted person a written release permitting the creation of an AI-generated likeness or digital replica of that person and its use for the purposes contemplated by the project. You represent and warrant that you have obtained every such release, that each is valid and current, and that no release has been revoked.

We may require a copy of any release before starting or continuing work, and may suspend or decline a project if one is not produced.

You are responsible for compliance with all laws governing the use of a person's name, image, voice, and likeness — including state right-of-publicity statutes, digital replica and synthetic performer laws, biometric privacy laws, and any collective bargaining or union obligations that apply to a person you ask us to depict. These laws differ from state to state and are changing quickly, and it is your responsibility, not ours, to determine what applies to your use.

We will not create a likeness of any person who has not consented, of any deceased person without documented authority from the rights holder, or of any person who appears to be a minor.

08Prohibited Content and Uses

You may not ask the Studio to produce, and may not use any deliverable for, any of the following:

• sexual, sexually suggestive, or nude content, or any content depicting a minor in any sexualized manner
• content depicting a real person without that person's documented consent
• content that impersonates a real person, brand, or public figure, or that could reasonably deceive a viewer into believing a real person said or did something they did not
• political advertising, election-related content, or content depicting a candidate, official, or public figure
• content intended to defraud, defame, harass, threaten, or discriminate against any person or group
• false or unsubstantiated claims about a product, service, result, earning, or health outcome
• content that infringes another party's copyright, trademark, or other rights
• content that violates the terms of any platform on which it will be published
• any use that is unlawful under federal, state, or local law

The Studio may decline or discontinue any request under this section at its sole discretion, without refund, and may report unlawful requests where required by law.

09Advertising Claims, Disclosures, and Platform Rules

You are solely responsible for the truthfulness and substantiation of every claim made in or about your advertising, including performance claims, comparative claims, pricing claims, health and wellness claims, and earnings claims, and for compliance with the Federal Trade Commission Act, FTC guidance on endorsements and testimonials, and any other law or regulation applicable to your industry.

You are responsible for making any disclosure required by law or by a platform, including any disclosure that content is AI-generated, synthetic, or digitally altered, and for applying any AI labeling a platform requires. Where we know a disclosure obligation applies, we will tell you, but the obligation and the liability remain yours.

You are responsible for compliance with the rules of every platform on which you publish the deliverables. Platform rules change frequently and without notice, and the Studio is not responsible for a platform's decision to restrict, label, demonetize, or remove content.

10Client Indemnification

You agree to defend, indemnify, and hold harmless the Studio and its owners, officers, employees, contractors, partners, and affiliates from and against any claim, demand, action, damage, loss, liability, cost, or expense — including reasonable attorneys' fees — arising out of or relating to:

• materials you supplied, or your lack of rights or authorization to supply them
• your use, publication, distribution, or monetization of any deliverable
• any intellectual property claim relating to your materials, brand, or products
• any privacy, publicity, likeness, biometric, or digital replica claim involving a person you supplied or asked us to depict
• any claim that content is misleading, unsubstantiated, unlawful, or non-compliant with advertising law
• your products, services, business operations, offers, or advertising claims
• your breach of this Agreement or of any representation or warranty in it

We will notify you of any claim covered by this section and may, at our option, participate in the defense with counsel of our own choosing at our own expense. You may not settle any claim in a way that imposes an obligation or admission on the Studio without our prior written consent.

This section survives completion or termination of the engagement.

11Payment and Non-Refundable Fees

Fees, deposits, and payment schedules are as stated in the Project Scope. Unless stated otherwise, payment is due in full before production begins, and work does not start until payment clears.

All amounts paid to the Studio are non-refundable, to the fullest extent permitted by law. On receipt of payment we reserve production capacity, decline other work for that window, and begin research, concepting, model generation, storyboarding, and resource allocation — value that cannot be returned once spent.

Accordingly, and to the fullest extent permitted by law, fees are not refunded because of:

• a change of mind, or a decision to cancel
• dissatisfaction arising from the inherent characteristics of AI generation described in Section 5
• delay caused by you, or by your failure to supply materials, feedback, or approvals
• a change in your business plans, funding, launch date, or priorities
• a decision not to launch, publish, or use the completed work
• a platform's decision to restrict, label, or remove the content
• commercial results that fall short of your expectations

Where a payment plan is agreed, each installment is due on the agreed date. Late payments may pause work and extend the timeline. Final high-resolution deliverables, source exports, and licenses may be withheld until all outstanding amounts are paid in full.

Amounts more than 15 days overdue may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, together with reasonable costs of collection.

Prices are exclusive of any sales, use, VAT, GST, or similar tax, which is your responsibility where applicable.

Nothing in this section limits any right you cannot waive under the law of your state. If a provision of this section is unenforceable where you live, it is limited only to the extent required and the rest continues in effect.

12Chargebacks and Payment Disputes

If you believe an amount has been charged in error, contact us first. We will review it promptly and in good faith.

Initiating a chargeback, payment reversal, or dispute with your bank or card issuer without first contacting us is a breach of this Agreement. On receiving notice of such a dispute we may immediately suspend all work, revoke any license granted to deliverables already supplied, and withhold undelivered materials until the dispute is resolved.

You agree that this Agreement, your electronic acceptance of it, and our records of the work performed may be submitted to the payment processor or card network as evidence in any such dispute.

Where a chargeback is resolved in the Studio's favor, you are responsible for the associated fees and reasonable costs of responding.

13Revisions and Approvals

The number of revision rounds included is stated in the Project Scope. A revision is a reasonable adjustment within the approved creative direction.

A revision does not include:

• changing or replacing the campaign concept
• material change to an element you have already approved
• changes to a storyboard after storyboard approval
• additional deliverables, formats, durations, or versions
• replacing a product, model, or location after approval
• changes arising from information you did not provide before production

Where we ask you to approve an element — a model, a storyboard, a concept, a cut — you are responsible for reviewing it carefully before approving. Once approved, a material change to that element is additional work, chargeable at our then-current rates.

If you do not respond to a request for approval or feedback within 10 business days, we may treat the element as approved and proceed, or place the project on hold, at our discretion.

A project inactive for more than 60 days for reasons within your control may be closed. Reopening it may require a new Project Scope and a reactivation fee, and any fees already paid remain non-refundable.

14Timeline and Delays

Any stated delivery date or turnaround is an estimate that assumes you provide all required materials, payments, feedback, and approvals promptly. Turnaround is measured in business days from the point we have everything needed to begin.

Delay in receiving your materials, responses, approvals, or payments extends the timeline, generally by at least the length of the delay.

The Studio is not responsible for a missed launch date, campaign window, or business deadline caused by your delay, by a third-party service interruption, or by any circumstance outside our reasonable control. If a fixed external deadline is essential, tell us before booking so we can confirm in writing whether we can commit to it.

15Creative Discretion

Creative services involve professional judgment and artistic interpretation. Unless the Project Scope says otherwise, the Studio retains reasonable creative discretion over composition, pacing, camera treatment, styling, casting of generated models, editing, transitions, color, lighting, and the generation approach used to execute the approved direction.

Where you require a specific treatment, it should be captured in the Project Scope or at storyboard approval.

16Third-Party Platforms and Technology

Production uses third-party AI platforms, software, editing tools, cloud services, and other technology providers. These are outside our control.

You acknowledge that third-party platforms may experience outages, capacity limits, model changes, policy changes, content restrictions, generation inconsistency, price changes, or discontinuation, any of which may affect timing, approach, or what is technically achievable.

The Studio is not liable for delay, limitation, or failure caused by a third-party service, and reserves the right to substitute an equivalent tool or approach where one becomes unavailable.

17Intellectual Property and License to Deliverables

On payment in full, the Studio grants you a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use, reproduce, display, distribute, and publish the final approved deliverables for your own business, marketing, advertising, website, social media, and paid media, and for any other use stated in the Project Scope.

Unless a written assignment says otherwise, this is a license and not a transfer of ownership, and it does not include the right to resell the deliverables as stock, to sublicense them to a third party, or to use them to train an AI model.

The following remain the exclusive property of the Studio: our proprietary workflows, prompts and prompt structures, production methods, templates, internal systems, software processes, techniques, and know-how; and all drafts, rejected concepts, unused generations, intermediate outputs, project files, and working materials.

Elements owned by third parties — stock, fonts, music, plug-ins — remain subject to their own licenses, which we will identify where they carry restrictions.

An important disclosure about copyright: under current United States Copyright Office guidance, material generated by artificial intelligence without sufficient human authorship may not be eligible for copyright protection, and any registration may be limited to the human-authored contributions in a work. We make no representation that any deliverable is registrable or protectable by copyright, and you should not rely on obtaining exclusive rights in AI-generated material. This area of law is unsettled and changing; consult your own attorney if exclusivity matters to your business.

You may not remove or alter any attribution or credit we have agreed in writing.

18AI Models and AI Twins

Where the Studio creates a custom AI model, AI twin, or digital likeness for you, you may use the resulting model or visual identity for your approved brand content in accordance with the Project Scope.

Unless the Project Scope expressly says otherwise, the underlying model files, training configuration, reference stacks, and generation pipeline remain the property of the Studio, and the license is to the outputs rather than to the model itself.

An AI model is a generated representation. It is not guaranteed to reproduce identically across future generations, platforms, poses, wardrobes, environments, or campaigns, and a model may need to be rebuilt if a third-party platform changes or withdraws the underlying technology. Rebuilding is additional work.

Where a model depicts a real person, your rights to use it last only as long as that person's release permits, and it is your responsibility to stop using it if the release expires or is revoked.

19Confidentiality

Each party may receive information from the other that is confidential — unreleased campaigns, product plans, pricing, launch dates, methods, and prompts among them. Each party agrees to keep such information confidential, to use it only for the purpose of the engagement, and to protect it with at least reasonable care.

This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed without reference to the confidential information, or must be disclosed by law — in which case the disclosing party will be given notice where lawful to do so.

These obligations continue for three years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.

20Portfolio and Promotional Use

Unless you request confidentiality in writing before production begins, the Studio may display completed work that you have publicly released in our portfolio, website, social media, case studies, presentations, showreels, and promotional materials, and may identify you as a client and use your name and logo for that purpose.

We will not knowingly publish confidential or unreleased campaign material before your public launch without permission.

If you require a full confidentiality carve-out, tell us before production begins; it may carry a fee, since portfolio use is part of the value of the engagement.

You may request removal of a specific piece from our public portfolio at any time, and we will comply within a reasonable period, though we may retain it in private records and in materials already printed or distributed.

21No Guarantee of Results

The Studio does not guarantee any commercial outcome. This includes, without limitation, sales, revenue, profit, engagement, followers, reach, impressions, click-through, conversions, preorders, registrations, virality, brand awareness, return on ad spend, or any other business or marketing metric.

Creative services are delivered as creative work product, not as a promise of performance. Any example, case study, or figure we have shared is illustrative of past work and is not a prediction of your results.

22Disclaimer of Warranties

The services and deliverables are provided "as is" and "as available." To the fullest extent permitted by law, the Studio disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that deliverables will be error-free, uninterrupted, free of artifacts, accepted by any platform, or fit for any purpose beyond the one stated in the Project Scope.

Some states do not allow the exclusion of certain implied warranties, so parts of this section may not apply to you.

23Limitation of Liability

To the fullest extent permitted by law, the Studio will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or business interruption, arising out of or relating to the services or your use of the deliverables — even if we have been advised of the possibility.

To the fullest extent permitted by law, the Studio's total aggregate liability arising out of or relating to a project, on any theory of liability, will not exceed the amount you actually paid the Studio for that specific project.

These limits apply even if a limited remedy is found to have failed its essential purpose. They do not apply to liability that cannot be limited by law, including fraud, willful misconduct, or gross negligence.

Some states do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you.

24Suspension and Termination

The Studio may suspend or terminate a project, immediately and without refund to the fullest extent permitted by law, if you:

• fail to make a payment when due
• supply unlawful, infringing, or unauthorized materials
• request content prohibited under Section 8
• repeatedly work outside the agreed scope after being asked not to
• initiate a chargeback contrary to Section 12
• behave abusively, threateningly, dishonestly, or fraudulently toward the Studio or anyone working with it

You may terminate a project at any time by written notice. Fees already paid are non-refundable, work completed to that point remains chargeable, and no license to any deliverable arises unless the project has been paid in full.

On termination, Sections 6, 7, 10, 11, 12, 17, 19, 22, 23, 25, 26, 27, and 28 survive.

25Force Majeure

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, terrorism, labor dispute, government action, power or internet failure, cyberattack, or the failure, outage, or discontinuation of a third-party platform or service.

The affected party will notify the other promptly, and time for performance extends for the duration of the event. If such an event continues for more than 60 days, either party may terminate the affected project; fees for work already performed remain payable and non-refundable.

26Dispute Resolution and Arbitration

Please read this section carefully. It affects how disputes between us are resolved, requires most disputes to be arbitrated individually rather than in court, and waives your right to a jury trial and to participate in a class action. You may opt out, as described below, without affecting any other part of this Agreement.

Informal resolution first. Before starting arbitration or any proceeding, the party raising the issue will send the other a written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it within 30 days. This step is a precondition to any formal proceeding.

Agreement to arbitrate. If a dispute is not resolved within that period, it will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or its Consumer Arbitration Rules where those apply), before a single arbitrator, seated in [STATE] or conducted remotely by agreement. The Federal Arbitration Act governs the interpretation and enforcement of this section. Judgment on the award may be entered in any court of competent jurisdiction.

Individual basis only. Each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative action. If this paragraph is found unenforceable as to a particular claim, that claim — and only that claim — must proceed in court, and the remainder of this section continues to apply.

Jury trial waiver. Each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or equitable relief in court to protect intellectual property or confidential information, without first arbitrating.

Your right to opt out. You may opt out of this arbitration section by sending written notice to hello@zuriladiva.com within 30 days of first accepting this Agreement, stating your name and that you opt out of arbitration. Opting out affects only this section, and will not affect the services or any other term.

27Governing Law and Venue

This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Subject to Section 26, any proceeding permitted to be brought in court will be brought exclusively in the state or federal courts located in [STATE], and each party consents to the personal jurisdiction of those courts and waives any objection to venue or forum.

Nothing in this section deprives you of the protection of any mandatory consumer-protection law of the state in which you reside.

28Time Limit on Claims

Any claim arising out of or relating to this Agreement or the services must be brought within one year after the claim arises, or within the shortest period permitted by applicable law if that period is longer. A claim not brought within that period is permanently barred, except where applicable law does not permit such a limitation.

29Notices

Notices to the Studio should be sent to hello@zuriladiva.com. Notices to you will be sent to the email address you provided at booking, onboarding, or payment. A notice sent by email is deemed received on the day it is sent, unless it bounces.

You are responsible for keeping your contact details current.

30General

Independent contractor. The Studio performs as an independent contractor. Nothing here creates an employment, partnership, joint venture, agency, or franchise relationship.

Subcontracting. We may use qualified contractors and service providers to perform parts of the work, and remain responsible for the work they perform under this Agreement.

Assignment. You may not assign this Agreement or any license granted under it without our prior written consent. We may assign it in connection with a sale, merger, or reorganization of the business.

Entire agreement. This Agreement, together with the applicable Project Scope, invoice, and payment terms, is the entire agreement between us on this subject, and supersedes all prior discussions, proposals, and understandings.

Changes. We may update this Agreement from time to time. The version in force for your project is the version you accepted, identified by the version number and effective date at the top of this document. Changes apply to engagements accepted after the new effective date.

Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions continue in full force.

Waiver. A failure to enforce a provision is not a waiver of it, and no waiver is effective unless in writing.

Headings. Section headings are for convenience and do not affect interpretation.

Interpretation. This Agreement will not be construed against either party as the drafter.