Commercial terms & conditions.

1.Scope & Commitment

Studio88 will provide the services and deliver the imagery described in the applicable Statement of Work (“SOW”). Upon signature by both parties, the SOW becomes a binding commitment: Studio88 commits the agreed production capacity, and the Client commits to promptly providing the Required Materials described in Section 4 of the SOW. Requests outside the agreed scope will be quoted separately and require the Client's written approval before additional work begins.

2.Quality Benchmark & Test Phase

Before full production begins, Studio88 will provide the Client with a test or sample batch of imagery representative of the quality, style, and consistency that Studio88 can realistically deliver at the volume, price, and timeline agreed in the SOW. The Client's approval of this test batch (or, where no separate test phase is agreed, the first batch of delivered images) establishes the agreed quality benchmark for the remainder of the SOW and is the satisfactory basis on which the SOW is signed.

If the Client's quality expectations evolve after this benchmark has been set, Studio88 will discuss the change in good faith; however, any resulting change to the agreed quality benchmark, process, or deliverables is treated as a change of scope under Section 1 and will require a revised SOW and/or pricing before it is implemented.

3.Client-Supplied Materials & Cooperation

The Client is responsible for ensuring that it has the necessary rights and permissions to provide Studio88 with photographs, artwork, logos, trademarks, product imagery, reference materials, personal data (see also Section 12 on data protection), or other content supplied or requested by the Client. Delays in the Client providing the Required Materials, or in reviewing and approving imagery under Section 9, may extend the delivery schedule set out in the SOW.

4.Ownership & Copyright of Final Imagery

Upon full payment of all fees due under the SOW, Studio88 assigns to the Client, exclusively and to the extent copyright and related rights are legally capable of being owned or assigned, full ownership of all intellectual property rights in the final approved imagery delivered to the Client, including specifically and separately: (a) the right of reproduction, by any process, on any medium or format, now known or later developed; (b) the right of public communication and representation, by any means (including online, broadcast, and print); (c) the right of adaptation, modification, translation, and creation of derivative works; and (d) the right of distribution and commercial exploitation, including resale and sublicensing. This assignment is granted for the entire duration of copyright protection under applicable law, for all countries and territories worldwide, and for any purpose, commercial or non-commercial, without further payment or attribution to Studio88, subject always to Section 7 (Client Compliance) below. Once assigned, the Client may use, reproduce, modify, distribute, sublicense, and otherwise exploit the final approved imagery as it sees fit.

Where the law of the relevant jurisdiction does not recognize copyright ownership in AI-generated or AI-assisted content, or does not permit assignment of a right listed above, Studio88 instead grants the Client an exclusive, perpetual, irrevocable, worldwide, royalty-free license covering that right, on the same scope and terms as if it had been assigned.

5.Studio88 Intellectual Property (Tools, Prompts & Know-How)

Notwithstanding Section 4, Studio88 retains sole and exclusive ownership of all proprietary tools, technology, software, workflows, processes, methodologies, know-how, scripts, source code, automation, AI workflows and configurations, prompt-engineering techniques, prompt libraries, and templates used, developed, or refined in providing the services (“Studio88 Know-How”). Delivery of the final imagery does not include, and the Client receives no rights, license, or ownership interest in, the Studio88 Know-How. Studio88 Know-How is confidential and is not shared with the Client. Studio88 may continue to use, reuse, and improve the Studio88 Know-How for other clients and purposes, subject to Section 11 (Confidentiality).

6.Third-Party Rights in Client-Supplied or Client-Requested Materials

Where Client-supplied or Client-requested materials include photographs, models, talent, identifiable individuals, locations, artwork, trademarks, or other third-party content, the Client is responsible for obtaining all required permissions, releases, licenses, and approvals — including, where applicable, photographer permissions, model or talent releases, image and likeness rights, copyright licenses, trademark permissions, and location releases. Studio88 may rely on the Client's confirmation that such permissions have been obtained, and is not responsible for obtaining or verifying them unless expressly agreed in writing in the SOW.

7.Client Compliance & Intended Use

The Client is solely responsible for ensuring that its use, publication, and distribution of the final imagery complies with all applicable laws, regulations, industry standards, advertising standards, platform requirements, and intellectual-property, privacy, and publicity/likeness rights in each jurisdiction where the imagery is used or distributed — including laws and regulations specific to AI-generated content (such as labeling, disclosure, transparency, or watermarking requirements). Studio88's responsibility for the imagery ends upon delivery to the Client. Studio88 does not provide legal or regulatory advice and makes no representation that use of the imagery in any particular jurisdiction complies with local law.

8.AI Content Tagging & Metadata

As part of its standard production process, Studio88 embeds machine-readable metadata in delivered imagery identifying it as AI-generated or AI-assisted content. Studio88 does not apply any visible, customer-facing AI label or disclosure to the imagery itself; if the Client requires a visible label, disclosure, or watermark for its intended use, the Client is responsible for adding it. This metadata tagging reflects Studio88's production standard and does not constitute legal advice or a guarantee of compliance with the AI-content laws of any particular jurisdiction. The Client remains solely responsible for any labeling, disclosure, or tagging required by the laws of the jurisdiction(s) in which it distributes the imagery, and for retaining, removing, or supplementing Studio88's metadata accordingly.

Studio88's obligations regarding AI-content tagging end upon delivery of the imagery with metadata intact. Where the Client's own content management, publishing, editing, or distribution systems strip, alter, override, or fail to preserve Studio88's metadata after delivery, any resulting non-compliance with AI-content laws or platform requirements is the Client's sole responsibility, and Studio88 accepts no liability for it.

9.Client Review & Approval

Each image is submitted to the Client for individual review and approval before it is treated as final. The Client's approval of an image confirms its acceptance of that image for the intended use described in the SOW. Studio88 is not responsible for imagery used by the Client before approval, or for a materially different subsequent use than the one approved; clearing and making compliant any such different use is the Client's responsibility.

10.Third-Party AI & Software

Studio88 may use third-party AI platforms, software, APIs, models, and other technology in providing the services. These third-party services have their own terms, policies, and usage restrictions, over which Studio88 has no control. Studio88 will use commercially appropriate and reputable tools but cannot guarantee the continued availability, terms, or performance of third-party providers.

11.Confidentiality & Data Security

Each party will treat non-public business, creative, technical, and commercial information received from the other party as confidential, and will use it only for purposes connected with the engagement. Studio88 maintains data confidentiality, information-security, and data-processing practices consistent with high industry standards for handling, processing, and storing Client materials and data, and will not disclose Client materials to third parties except as needed to perform the services or as required by law.

Studio88 maintains separate, closed-loop client environments for Client materials and data: a Client's images, prompts, briefs, and other submitted content are not used to train, fine-tune, or otherwise improve models or workflows for any other client, and are not shared, mixed, or reused across client environments. This does not restrict Studio88's use of its own general prompt-engineering techniques, workflows, and production know-how (see Section 5) across clients — only a Client's specific data and materials remain confined to that Client's engagement. Where Client materials include personal data, see also Section 12 (Data Protection).

12.Data Protection (GDPR)

Where Client-supplied or Client-requested materials contain personal data of identifiable individuals (for example, reference photographs of people), Studio88 processes that personal data solely on the Client's documented instructions and solely to perform the services described in the SOW. Studio88 does not determine the purposes of such processing; the Client acts as data controller and Studio88 acts as data processor within the meaning of the General Data Protection Regulation (EU) 2016/679 (“GDPR”).

In that capacity, Studio88 will: (a) ensure that persons authorized to process the personal data are bound by confidentiality; (b) implement appropriate technical and organizational security measures under Article 32 GDPR, consistent with Section 11 above; (c) engage sub-processors, including third-party AI providers under Section 10, only with the Client's general authorization, and remain responsible for their compliance; (d) assist the Client, insofar as reasonably possible, with data-subject requests and with the Client's obligations under Articles 32 to 36 GDPR; (e) notify the Client without undue delay after becoming aware of a personal data breach affecting the Client's data; and (f) at the Client's choice, delete or return all personal data at the end of the engagement, except where retention is required by law.

The Client is responsible for ensuring it has a valid legal basis to provide such personal data to Studio88 and, where applicable, for obtaining the consents or giving the notices required under GDPR or other applicable data-protection law. This Section 12 does not override the general allocation of responsibility for Client-supplied materials set out in Section 3.

13.Insurance

Studio88 maintains professional liability and cybersecurity / cyber-liability insurance covering its activities on a global basis. Maintaining this insurance does not expand Studio88's liability beyond the limits set out in Section 15, and any claim under such insurance remains subject to the exclusive jurisdiction set out in Section 19.

14.Third-Party Claims / Indemnity

The Client will be responsible for, and will reimburse Studio88 (to the extent permitted by applicable law) for reasonable losses and costs arising from, third-party claims resulting from: (a) the Client's failure to obtain the rights, permissions, or releases required under Sections 3 and 6; (b) Client-supplied materials or instructions; or (c) the Client's use of the final imagery in breach of Section 7. This does not apply where a claim results solely from Studio88's unauthorized use of third-party material or Studio88's material breach of the SOW.

15.Limitation of Liability

To the extent permitted by law, neither party will be liable to the other for indirect or consequential losses, including loss of profits, revenue, goodwill, or business opportunity. Studio88's total liability relating to a particular SOW will not exceed the total fees paid or payable by the Client to Studio88 under that SOW, except where such limitation is not permitted by applicable law or in the case of gross negligence, willful misconduct, or death or personal injury caused by Studio88's negligence.

16.Payment Terms

Unless otherwise stated in the SOW, invoices are payable within thirty (30) days net of the invoice date, issued monthly for the number of images delivered that month. Amounts not paid when due will accrue late-payment interest at a rate equal to the European Central Bank's most recent refinancing rate plus ten (10) percentage points (or, if higher, three times the French statutory legal interest rate), calculated from the day following the due date, together with a fixed recovery indemnity of forty euros (€40) per overdue invoice, in accordance with Articles L441-10 and D441-5 of the French Commercial Code, as may be amended. Where Studio88's actual recovery costs exceed this amount, Studio88 may claim additional compensation upon justification. Studio88 may suspend production or delivery of further imagery if payment is overdue.

17.Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, governmental action, internet or infrastructure failure, or failure of third-party AI or software providers relied upon under Section 10. The affected party will notify the other promptly and resume performance as soon as reasonably possible.

18.Term & Termination

The SOW runs from signature until completion of the services described in it, unless terminated earlier by written agreement of both parties. Either party may terminate for the other's uncured material breach following thirty (30) days' written notice. On termination, the Client will pay for all services performed and costs reasonably and irrevocably incurred by Studio88 up to the effective date of termination, and Sections 5, 11, 12, 14, 15, and 19 will survive termination.

19.Governing Law & Jurisdiction

This Appendix and the SOW are governed by French law, without regard to its conflict-of-laws principles. Studio88 is registered in Paris, France. Any dispute arising out of or in connection with the SOW or this Appendix, including its existence, validity, or termination, will be submitted to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris), France, notwithstanding any multiple defendants or third-party proceedings.

20.General Provisions

• Professional Contract: The SOW and this Appendix are entered into between the parties acting in their professional or business capacity; no consumer-protection rules apply to this engagement.
• Entire Agreement: The SOW and this Appendix constitute the entire agreement between the parties regarding the services described, and supersede all prior discussions, proposals, or agreements on that subject.
• Amendment: Any amendment must be in writing and signed by both parties.
• Severability: If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
• Assignment: Neither party may assign the SOW without the other's prior written consent, except to a successor of substantially all of its business.
• Independent Contractors: The parties are independent contractors; nothing in the SOW creates a partnership, joint venture, or agency relationship.
• Notices: Notices under the SOW must be given in writing to the addresses stated in the SOW or such other address as a party may notify.

21.Acceptance of Terms

By signing the SOW, the Client confirms that it has reviewed and accepted this Appendix A. The SOW and this Appendix together form the agreed commercial basis for the services.