AI Creative Services Agreement & Terms

01Agreement and Acceptance

These Terms govern creative services provided by Michailia Kal to a client (“Client,” “you,” or “your”). They apply to each engagement unless the parties sign a separate written agreement that expressly replaces them.

You accept these Terms by accepting an onboarding or booking form, paying an invoice or other charge, providing project materials, approving a concept, storyboard, model, or deliverable, or otherwise authorizing work to begin. The earliest of these actions constitutes acceptance.

You agree that transactions and approvals may be completed electronically and that electronic records of your acceptance may be retained as evidence of the applicable agreement.

If you accept on behalf of a company or other organization, you confirm that you have authority to bind that entity, and the term “Client” includes both you and the entity.

You must be at least 18 years old to engage Michailia Kal.

02Scope of Services

Michailia Kal provides AI-assisted creative services that may include custom AI models, AI twins and digital likenesses, campaign imagery, promotional video, still imagery, storyboards, creative direction, and related digital content.

The specific deliverables, quantities, durations, turnaround times, revision allowance, and fees for a project will be stated separately in a proposal, invoice, order form, package description, or written project correspondence (the “Project Scope”). The Project Scope defines the commercial details of the work, while these Terms govern the relationship. If the documents conflict on a commercial detail, the Project Scope controls; if they conflict on a legal term, these Terms control.

Any work not expressly included in the Project Scope is outside the agreed scope and may require additional time and fees, subject to written agreement before that work begins.

03Estimates, Automated Tools, and Offers

Any website calculator, automated assistant, or similar tool provided by Michailia Kal is intended to provide indicative information only. Outputs from these tools are not quotations, proposals, binding offers, or commitments.

Any estimate is based on stated assumptions and available pricing information. The final price is the amount specified in the applicable Project Scope.

Automated tools may use artificial intelligence and may produce incomplete, inaccurate, or outdated information. Their output does not amend these Terms, bind Michailia Kal, or constitute professional advice.

Published prices, packages, and rates may change from time to time. Such changes do not alter a Project Scope that has already been agreed and paid for.

04Consultation Calls

Consultation calls are paid appointments reserved for a specified period. The applicable fee, duration, and any credit toward later services will be stated when the appointment is booked.

Unless applicable law requires otherwise, a confirmed consultation fee is non-refundable because it reserves a specific period of Studio time. Where a credit has been expressly offered, it applies only under the stated conditions and has no cash value.

One rescheduling may be permitted without charge when requested at least 24 hours in advance. Late cancellations and missed appointments may result in forfeiture of the fee.

Consultations concern creative direction and approach and do not constitute legal, financial, tax, accounting, medical, or other professional advice.

05The Nature of AI-Generated Content

You acknowledge that the services use artificial intelligence and generative technologies and therefore involve characteristics that differ from conventional production.

Generated material may contain variation, inconsistencies, artifacts, or differences from reference material. Michailia Kal will use professional judgment and, where appropriate, post-production to achieve the intended result, but exact replication of a person, product, garment, object, logo, location, reference image, movement, texture, colour, or other visual feature is not guaranteed.

The same principle applies to AI twins and custom AI models. Features, proportions, skin, hair, clothing, products, environments, lighting, and motion can vary between generations, platforms, models, and sessions.

Such inherent technological variation does not, by itself, make the work defective or non-conforming and does not create a right to a refund.

If exact fidelity to a particular person, product, trademark, or other element is commercially essential, you must disclose that requirement before production so we can determine whether the project is technically suitable.

06Client Materials, Rights, and Permissions

You are responsible for having all rights, licenses, permissions, consents, and authorizations required for every material you provide and every use you request. This includes photographs, video, audio, product imagery and designs, logos, trademarks, brand assets, music, written material, scripts, taglines, reference imagery, mood boards, and the name, image, voice, or likeness of identifiable individuals, as well as third-party material obtained online.

You represent that the supplied materials and the agreed uses do not infringe or violate intellectual property, privacy, publicity, moral, contractual, or other rights, and comply with applicable law.

Michailia Kal is entitled to rely on your representations and is not required to independently investigate ownership, provenance, or authorization.

You grant Michailia Kal a limited, non-exclusive, royalty-free permission to use, reproduce, modify, adapt, and process supplied materials as reasonably necessary to perform the services and, where permitted by these Terms, display the resulting work. This permission ends when the engagement ends except to the extent necessary to retain records or permitted portfolio material.

We will not use your confidential project materials to train publicly available or third-party AI models and will only share them with service providers reasonably required to perform the project.

07Likeness, AI Twins, and Digital Replicas

Where a project involves the image, voice, name, or likeness of a real and identifiable person, including the Client, you must obtain appropriate written permission from each person before production begins.

You confirm that each required release or authorization is valid, current, and has not been withdrawn. Michailia Kal may request evidence of such permission and may pause or decline work if it is not provided.

You are responsible for compliance with laws governing name, image, voice, likeness, publicity rights, digital replicas, synthetic performers, biometric information, and any applicable collective or contractual obligations. Because these rules can vary and change, you are responsible for determining which requirements apply to your intended use.

Michailia Kal will not knowingly create an unauthorized likeness of a person, a likeness of a deceased person without appropriate authority, or content depicting a person who appears to be a minor.

08Prohibited Content and Uses

You may not request or use any deliverable for:

Michailia Kal may refuse, suspend, or discontinue work that falls within these restrictions, subject to applicable law. Where required, unlawful requests may be reported to the appropriate authority.

• sexual, sexually suggestive, or nude material, including sexualized depictions of minors; • depiction of a real person without documented authorization; • deceptive impersonation of a real person, brand, or public figure; • political advertising or election-related content; • material intended to defraud, defame, harass, threaten, or discriminate; • false or unsupported claims concerning products, services, results, earnings, or health outcomes; • infringement of copyright, trademark, publicity, privacy, or other rights; • uses that violate the rules of a platform on which the content will appear; or • any unlawful purpose.

09Advertising Claims, Disclosures, and Platform Rules

You are solely responsible for ensuring that advertising claims made in connection with the deliverables are truthful, properly substantiated, and compliant with laws and regulations applicable to your business, including rules concerning endorsements, testimonials, pricing, health, performance, and earnings claims.

You are responsible for disclosures required by law or by the platform where content is published, including disclosures or labels relating to AI-generated, synthetic, or digitally altered content.

You are also responsible for complying with the rules of each publishing platform. Platform policies may change without notice, and Michailia Kal is not responsible for a platform restricting, labeling, demonetizing, or removing content.

10Client Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Michailia Kal and its owners, employees, contractors, partners, and affiliates from claims, losses, liabilities, costs, and reasonable legal expenses arising from or relating to:

We will provide notice of a covered claim and may participate in its defense. You may not settle a claim in a manner that imposes an obligation or admission on Michailia Kal without prior written consent.

This section survives completion or termination of the engagement.

• materials you supplied or your lack of authority to supply them; • your use, publication, distribution, or monetization of deliverables; • intellectual-property claims involving your materials, brand, or products; • privacy, publicity, likeness, biometric, or digital-replica claims involving persons you supplied or asked us to depict; • misleading, unsupported, unlawful, or non-compliant advertising; • your products, services, business activities, offers, or claims; or • your breach of these Terms or related representations and warranties.

11Payment and Non-Refundable Fees

Fees, deposits, and payment schedules are set out in the Project Scope. Unless expressly stated otherwise, payment is due before production begins and work starts only after payment has cleared.

To the fullest extent permitted by law, amounts paid are non-refundable. Payment reserves production capacity and may cover research, concept development, AI generation, storyboarding, production planning, and other resources committed to the project.

Subject to mandatory legal rights, fees are not refundable because of a change of mind, cancellation, dissatisfaction caused by the inherent characteristics of AI generation, Client-caused delay, changed business plans, a decision not to publish or use the work, platform restrictions, or commercial results that do not meet expectations.

Where installments are agreed, each installment must be paid when due. Late payment may pause production and extend the schedule. Final deliverables, source exports, and applicable licenses may be withheld until all amounts are paid.

Overdue amounts may accrue interest to the maximum extent permitted by applicable law, together with reasonable collection costs.

Unless stated otherwise, prices do not include applicable VAT, sales, use, GST, or similar taxes for which the Client is responsible.

Nothing in this section limits rights that cannot legally be waived.

12Chargebacks and Payment Disputes

If you believe a payment was made in error, contact Michailia Kal first so the issue can be reviewed in good faith.

Starting a chargeback, reversal, or payment dispute without first contacting us may constitute a breach of these Terms. Upon receiving notice of such a dispute, Michailia Kal may suspend work, withhold undelivered materials, and take other lawful steps until the matter is resolved.

Our agreement, acceptance records, invoices, and evidence of services performed may be supplied to a payment processor or financial institution when necessary to respond to a dispute.

If a chargeback is resolved in Michailia Kal’s favour, you may be responsible for applicable dispute fees and reasonable response costs, to the extent permitted by law.

13Revisions and Approvals

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

A revision does not include replacing the overall campaign concept, materially changing an approved element, revising an approved storyboard, adding deliverables or versions, replacing an approved product, model, or location, or correcting changes resulting from information that was not supplied before production.

When approval is requested for a concept, model, storyboard, edit, or other element, you are responsible for reviewing it carefully. Material changes after approval may be treated as additional work and billed at the applicable rate.

If you do not provide requested feedback or approval within 10 business days, Michailia Kal may treat the relevant element as approved and proceed, or place the project on hold.

A project that remains inactive for more than 60 days for reasons within the Client’s control may be closed. Reopening may require a new scope and reactivation fee, and amounts already paid remain subject to the applicable refund terms.

14Timeline and Delays

Any stated delivery date or turnaround is an estimate based on the Client providing required materials, payments, feedback, and approvals promptly. Production time is generally calculated in business days from the point at which all required inputs are available.

Client delays in supplying materials, responses, approvals, or payments will extend the timeline, generally by at least the length of the delay.

Michailia Kal is not responsible for missed launches, campaign windows, or business deadlines caused by Client delay, third-party service interruptions, or circumstances outside reasonable control. If a fixed deadline is essential, it should be communicated before booking so that any commitment can be confirmed in writing.

15Creative Discretion

Creative services involve professional judgment and artistic interpretation. Unless the Project Scope expressly provides otherwise, Michailia Kal retains reasonable discretion over composition, pacing, camera treatment, styling, generated casting, editing, transitions, colour, lighting, and the production methods used to implement the approved direction.

Specific required treatments should be documented in the Project Scope or approved at the relevant storyboard or concept stage.

16Third-Party Platforms and Technology

Production may rely on third-party AI platforms, software, editing applications, cloud services, and other technology providers that are outside Michailia Kal’s control.

These services may experience outages, capacity constraints, model or policy changes, content restrictions, inconsistent generations, pricing changes, or discontinuation. Such events may affect timing, production methods, or technical feasibility.

Michailia Kal is not responsible for delays or limitations caused by third-party services and may use a reasonably equivalent tool or method where necessary.

17Intellectual Property and License to Deliverables

Once all project fees have been paid in full, Michailia Kal grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, distribute, and publish the final approved deliverables for the Client’s business, marketing, advertising, website, social media, paid media, and other uses stated in the Project Scope.

Unless a written assignment expressly provides otherwise, this is a license rather than a transfer of ownership. It does not authorize resale as stock, sublicensing to third parties, or use of the deliverables to train an AI model.

Michailia Kal retains ownership of proprietary workflows, prompts and prompt structures, production methods, templates, systems, software processes, techniques, know-how, drafts, rejected concepts, unused generations, project files, and working materials.

Third-party elements such as stock assets, fonts, music, or plugins remain subject to their respective licenses.

AI copyright protection can be legally uncertain and may depend on the level of human authorship involved. Michailia Kal does not guarantee that any AI-generated deliverable will qualify for copyright registration or exclusive copyright protection. Clients who require exclusivity should obtain independent legal advice.

Agreed attribution or credit may not be removed or altered without permission.

18AI Models and AI Twins

Where Michailia Kal creates a custom AI model, AI twin, or digital likeness, the Client may use the resulting outputs or visual identity for approved brand content in accordance with the Project Scope.

Unless expressly transferred in writing, underlying model files, training configurations, reference collections, and generation pipelines remain the property of Michailia Kal. The Client receives rights to the agreed outputs, not ownership of the underlying production system.

AI models are generated representations and are not guaranteed to remain identical across future generations, platforms, poses, wardrobes, environments, or campaigns. If a third-party technology changes or becomes unavailable, rebuilding may be required and may constitute additional work.

Where a model depicts a real person, use remains subject to the permissions and releases applicable to that person.

19Confidentiality

Each party may receive confidential information, including unreleased campaigns, product plans, pricing, launch dates, methods, prompts, and business information. Each party agrees to keep such information confidential, use it only for the engagement, and protect it with reasonable care.

These obligations do not apply to information that is publicly available without breach, was already lawfully known, is independently developed without using the confidential information, or must be disclosed by law. Where legally permitted, advance notice will be given of compulsory disclosure.

Confidentiality obligations continue for three years after the engagement ends and indefinitely for information that qualifies as a trade secret.

20Portfolio and Promotional Use

Unless the Client requests confidentiality in writing before production begins, Michailia Kal may display completed work that the Client has publicly released in its portfolio, website, social media, case studies, presentations, showreels, and promotional materials, and may identify the Client and use its name or logo for those purposes.

Confidential or unreleased campaign material will not knowingly be published before the Client’s public launch without permission.

A full confidentiality restriction should be agreed before production and may involve an additional fee.

The Client may request removal of a particular public portfolio item, and Michailia Kal will consider and implement the request within a reasonable period. Private records and already distributed materials may be retained where appropriate.

21No Guarantee of Results

Michailia Kal does not guarantee commercial or marketing outcomes from creative services. No guarantee is made regarding sales, revenue, profit, engagement, followers, reach, impressions, clicks, conversions, registrations, virality, brand awareness, advertising return, or any other business metric.

Services are supplied as creative work product rather than a promise of performance. Examples, case studies, or historical figures are illustrative of prior work and do not constitute a forecast of Client results.

22Disclaimer of Warranties

To the fullest extent permitted by law, services and deliverables are provided on an “as is” and “as available” basis. Michailia Kal disclaims express or implied warranties to the extent legally permitted, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, or warranties arising from prior dealings or trade usage.

We do not warrant that deliverables will be error-free, uninterrupted, free of AI artifacts, accepted by a platform, or suitable for a purpose beyond the applicable Project Scope.

Mandatory consumer or statutory warranties that cannot lawfully be excluded remain unaffected.

23Limitation of Liability

To the fullest extent permitted by law, Michailia Kal will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business interruption arising from the services or use of deliverables, even where the possibility of such loss was known.

Subject to liabilities that cannot legally be limited, the total aggregate liability relating to a project will not exceed the amount actually paid to Michailia Kal for that specific project.

These limitations do not apply to liability that applicable law prohibits from being limited or excluded.

24Suspension and Termination

Michailia Kal may suspend or terminate a project, subject to applicable law and the refund provisions above, if the Client fails to pay, provides unlawful or unauthorized material, requests prohibited content, repeatedly exceeds the agreed scope, initiates an improper chargeback, or engages in abusive, threatening, dishonest, or fraudulent conduct.

The Client may terminate a project by written notice. Amounts already paid remain subject to the agreed refund terms, work completed remains payable, and rights to unfinished or unpaid deliverables do not arise unless the applicable fees have been paid in full.

Provisions intended by their nature to survive termination, including those concerning rights, payment, confidentiality, intellectual property, liability, and disputes, remain effective.

25Force Majeure

Neither party is responsible for failure or delay caused by circumstances beyond reasonable control, including natural disasters, fire, flooding, epidemics, war, civil unrest, terrorism, labour disputes, government action, power or internet failures, cyberattacks, or failures, outages, or discontinuation of third-party services.

The affected party should notify the other as soon as reasonably possible, and performance deadlines will be extended for the duration of the event. If the event continues for more than 60 days, either party may terminate the affected project. Fees for work already performed remain payable subject to applicable law.

26Dispute Resolution and Arbitration

Please review this section carefully because it governs how disputes may be handled.

Before commencing formal proceedings, the party raising a dispute should provide written notice describing the issue and requested resolution. The parties should make a good-faith effort to resolve the matter informally for 30 days.

Any arbitration requirement, class-action waiver, jury-trial waiver, arbitration provider, seat, governing arbitration rules, and applicable opt-out mechanism must be stated in a manner that complies with the law applicable to the Client and the Studio. Because the reference agreement supplied for adaptation contains U.S.-specific arbitration provisions and a placeholder jurisdiction, Michailia Kal should not publish those provisions unchanged without legal review.

Until the applicable jurisdiction and dispute mechanism are confirmed by counsel, this section should be treated as a drafting provision requiring jurisdiction-specific completion.

27Governing Law and Venue

The governing law and court venue for these Terms should be specified according to the jurisdiction in which Michailia Kal operates and the mandatory consumer-protection rules applicable to the Client.

The supplied reference agreement uses a U.S. state-law framework with a placeholder state. That placeholder should not be copied into Michailia Kal’s published Terms without legal advice.

Nothing in these Terms is intended to remove mandatory rights or protections that cannot legally be excluded.

28Time Limit on Claims

Any contractual time limit for bringing a claim must comply with mandatory applicable law. The supplied reference agreement proposes a one-year limitation period, but the enforceability of such a period depends on jurisdiction and the nature of the claim.

Michailia Kal should obtain legal review before adopting a specific shortened limitation period.

29Notices

Notices to Michailia Kal should be sent to kalmichailia@gmail.com unless another contact method is specified in the applicable Project Scope.

Notices to the Client may be sent to the email address supplied during booking, onboarding, or payment. Email notice is generally considered received when sent unless delivery fails.

The Client is responsible for keeping contact information accurate and current.

30General

Independent contractor. Michailia Kal acts as an independent contractor. These Terms do not create an employment, partnership, joint venture, agency, or franchise relationship.

Subcontracting. Michailia Kal may engage qualified contractors or service providers to perform parts of a project and remains responsible for the services they perform under the applicable agreement.

Assignment. The Client may not assign these Terms or a license granted under them without prior written consent. Michailia Kal may assign the agreement in connection with a sale, merger, reorganization, or transfer of the relevant business.

Entire agreement. These Terms, together with the applicable Project Scope, invoice, and payment terms, constitute the agreement concerning the services and replace prior discussions or understandings on the same subject.

Changes. Michailia Kal may update these Terms for future engagements. The version applicable to a project is the version accepted by the Client, as identified by its effective date.

Severability. If a provision is found unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue.

Waiver. Failure to enforce a provision does not waive that provision. A waiver must be made in writing.

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

Interpretation. These Terms should be interpreted according to their ordinary meaning and applicable law, without automatically construing ambiguities against either party.