Terms of
Service.

The following definitions apply throughout these Terms of Service.

• "Written notice" means communication delivered via email to the designated notice address of the receiving party. For Wrayven, the designated notice address is pitch@wrayven.com. Each client and agency partner must provide a designated notice email address at the time of engagement. Written notice is deemed delivered upon sending from the sender's email system, provided no automated delivery failure notification is received within 24 hours. If a delivery failure notification is received, the sending party must attempt delivery by an alternative method within 48 hours. It is each party's responsibility to maintain a current and functioning designated notice email address.
• "Delivery" means the act of transmitting final project files to the client via email, file transfer, or cloud link, regardless of whether the client has opened, downloaded, or reviewed the files.
• "Acceptance" means the client's explicit written approval of delivered work, or the absence of written revision requests within 7 days of Delivery, whichever occurs first. Acceptance is distinct from Delivery. Fees associated with the Final Delivery milestone become due upon Delivery, not upon Acceptance, except as modified by the revision terms in Section 3.
• "Active client or partner" means any party with an open unpaid invoice, a project currently in production, or a signed Partner Program Agreement in effect at the time of reference.
• "Direct competitor" means a company whose primary product or service is in the same specific product category as the client's product or service as described in the approved project brief. General industry adjacency does not constitute direct competition.
• "Material change" means any requested change to primary subject, featured person or product, environment or location, core concept or narrative, brand identity, or overall tone and style as established in the approved brief. Clarifications, quality corrections, and minor adjustments within the approved concept are not material changes.

Wrayven provides AI-directed cinematic production services including but not limited to AI video production, AI campaign imagery, and AI brand visual identity development. All services are delivered on a project basis unless a separate written agreement for ongoing or retainer services has been executed by both parties.

The specific scope of work for each project is defined by the Creative Project Document or written brief submitted and approved by both parties prior to production. Work that falls outside the approved scope — including additional formats, additional deliverables, or material changes to creative direction after production has begun — may require a separate agreement and additional fees. The definition of material change in Section 0 governs all scope disputes.

Wrayven reserves the right to decline any project at its sole discretion, including projects from existing clients, without obligation to provide a reason.

All project fees are structured in three milestone payments unless otherwise agreed in writing:

All invoices are payable via ACH bank transfer within 7 days of issuance unless otherwise specified in writing. Invoices unpaid after 7 days accrue a late fee of 1.5% of the outstanding balance per month (18% annually) until paid in full.

Final deliverables will not be released until all outstanding balances including applicable late fees have been paid in full. Wrayven reserves the right to suspend work on active projects if any invoice remains unpaid beyond 14 days of its due date.

All fees are stated in United States Dollars. Client is responsible for any bank transfer fees, currency conversion fees, or taxes applicable in their jurisdiction.

Every project includes two rounds of revisions at no additional cost. A revision round is defined as a single consolidated set of feedback submitted by the client in writing. Multiple separate feedback submissions within the same round do not reset or extend the revision count — they are treated as one round if they relate to the same deliverable version. Feedback submitted after Wrayven has begun acting on a prior submission constitutes a new round.

Revisions must be requested within 7 days of Delivery of the relevant deliverable as defined in Section 0. Revision requests submitted after this window may be treated as a new project scope at Wrayven's discretion. The 7-day revision window runs concurrently with but does not extend the Acceptance period defined in Section 0.

Additional revision rounds beyond the two included are available at a flat rate of $150 per round for imagery projects and $250 per round for video projects, invoiced prior to commencement of the additional round.

Revision requests that constitute a material change as defined in Section 0 are not covered under standard revisions and will be scoped and priced as new work.

Upon receipt of full payment for a project, Wrayven grants the client a perpetual, worldwide, exclusive license for full commercial use of the specific final delivered assets produced under that project. This exclusivity applies to the specific final deliverable files only and does not restrict Wrayven from producing work in the same category, industry, or style for other clients using independently developed briefs, prompts, or creative approaches.

Asset non-reuse and non-compete commitment. Wrayven will not resell, repurpose, or deliver the same final delivered asset files to any other client. For a period of 12 months following Delivery, Wrayven will not knowingly produce substantially identical work — meaning work using the same prompt architecture, creative direction, and environmental treatment developed specifically for the client's project — for a direct competitor as defined in Section 0 in the same specific product category. In the event of a breach of this non-reuse commitment, client's sole remedy shall be a refund of the total fees paid for the affected project. Wrayven additionally consents to injunctive relief in any Texas court of competent jurisdiction to prevent continued use or distribution of duplicated assets without the requirement of bond.

Wrayven retains ownership of all creative processes, methodologies, prompt architectures, and intermediate production files. Ownership of and exclusive license to final delivered assets transfers to the client only upon full payment.

Wrayven retains the right to display final delivered assets in its portfolio, website, case studies, and marketing materials unless the client has requested confidentiality in writing at the time of briefing. Portfolio use will credit the project generically without disclosing confidential client information unless the client has granted explicit written permission for named attribution.

Agency partners who have requested white label production are granted confidential treatment by default as described in Section 8.

Client warrants that all reference materials, brand assets, product images, and other materials provided to Wrayven for use in production are owned by the client or that the client has obtained all necessary rights and permissions for their use. Client assumes full responsibility for any intellectual property claims arising from materials they supply.

AI tool IP and professional liability. Wrayven's production tools including Higgsfield, Adobe Firefly, and Claude are operated by third parties whose training data and content policies are outside Wrayven's control. Wrayven carries professional liability insurance and will cooperate in good faith with any reasonable investigation of third-party IP claims related to delivered work. However, Wrayven's total liability for any such claim is limited as provided in Section 11. Wrayven's indemnification obligation in Section 10 for AI tool IP claims is governed by a negligence standard — not a gross negligence standard — meaning Wrayven will indemnify client against third-party IP claims arising from Wrayven's failure to exercise reasonable professional care in directing AI tool outputs, to the extent permitted by Wrayven's professional liability coverage.

Each party agrees to treat as confidential all non-public information received from the other party in connection with a project engagement, including but not limited to creative briefs, brand strategy, product information, pricing, client lists, and business operations.

Confidential information may not be disclosed to any third party without the prior written notice to the disclosing party, except as required by law or as necessary to fulfill the services described in the project agreement.

For agency partners, Wrayven treats the existence of the partner relationship itself as confidential. Wrayven will not disclose to any third party — including the agency's clients — that Wrayven produced work delivered under the agency's brand, except as expressly provided in Section 7 of these Terms.

The confidentiality obligations in this section do not apply to, and are expressly overridden by, the AI disclosure provisions in Section 7 in circumstances where a client or agency partner has made or is actively making a false public or legal claim that Wrayven-produced work was created through traditional production methods. Section 7 governs in any conflict with this Section 5 on that specific issue. Confidentiality protects legitimate business information. It does not protect active misrepresentation.

Confidentiality obligations survive the termination of any project engagement for a period of three years.

Wrayven will not produce content for the following categories under any circumstances:

• Explicit adult or sexual content, including nudity, sexual acts, or products of an explicitly sexual nature
• Firearms and weapons promotion — content whose primary purpose is the marketing or sale of guns, firearms, or weapons
• Political campaigns, candidates, parties, or causes of any affiliation
• Vaping, tobacco, and nicotine products
• Gambling and sports betting platforms, services, or promotions
• Cryptocurrency, NFTs, and digital asset trading platforms or promotions
• Predatory financial products including payday loans, high-interest debt products, and services designed to exploit financially vulnerable individuals
• Products or content targeting children with adult themes or content
• Pyramid schemes, multi-level marketing structures that constitute pyramid schemes, or fraudulent business opportunity promotions
• Deepfakes — any content designed to make a real person appear to say, do, or endorse something they did not
• Real persons without documented written consent. Any generation featuring an identifiable real person requires prior written consent from that individual. Client must provide to Wrayven documented proof of written consent — including the consenting party's name, date of consent, and scope of permitted use — before production begins on any asset featuring a real person. Wrayven will not proceed without confirmed proof of consent on file. Client assumes all liability for any claims arising from consent documents that are forged, expired, or misrepresented.

Wrayven also reserves the right to decline projects from companies with sufficient traditional production resources where AI generation is not an appropriate or ethical substitute for traditional production. This determination is made at Wrayven's sole discretion.

Client warrants that the project brief and intended use of deliverables do not fall into any restricted category. Misrepresentation of project purpose or intended use constitutes a material breach of these Terms and may result in immediate termination without refund.

All content produced by Wrayven is generated using AI production tools including Higgsfield, Adobe Firefly, and Claude. By engaging Wrayven, client acknowledges and accepts that all deliverables are AI generated and directed by human creative judgment.

Client must sign a written acknowledgment confirming awareness of the AI tools used in production prior to the commencement of any project. This acknowledgment is a condition of engagement and cannot be waived.

How clients represent Wrayven-produced work to their own customers, audiences, or stakeholders is the client's sole responsibility. Wrayven does not require clients to disclose AI generation to their end audiences. However, the following terms apply and govern over any conflicting provision in Section 5:

• Wrayven will not under any circumstance actively support, confirm, or remain silent on a false public or legal claim that Wrayven-produced work was created through traditional production methods.
• If a client or agency partner makes a public or legal claim that Wrayven-produced work was traditionally filmed or photographed, Wrayven reserves the right to disclose the AI production method. Wrayven will provide written notice to the client's designated notice address as defined in Section 0 at least 48 hours before making any such disclosure, except where: (a) a court order, subpoena, or emergency legal proceeding requires immediate disclosure; (b) a public statement by the client — meaning any statement published, posted, broadcast, or communicated to more than one external third party outside the client's own organization — is actively causing measurable harm to Wrayven's business reputation; or (c) the client has explicitly stated in writing their intent to continue making false claims. In circumstances (a), (b), or (c), Wrayven may disclose immediately and provide notice concurrently.
• Section 7 explicitly governs over Section 5 in any conflict on this issue. This hierarchy is agreed to by both parties as a condition of engagement.
• Client agrees to indemnify and hold harmless Wrayven from any claims, damages, or liabilities arising from client's misrepresentation of the production method of Wrayven-produced work.

Known platform risks. Wrayven will disclose in the project brief any known content characteristics that have historically triggered content moderation on major advertising platforms including Meta, Google, and TikTok. Client acknowledges that platform content policies change without notice and that Wrayven's disclosure obligation is limited to known risks at the time of production. Platform rejection of delivered work does not constitute a defect in the work and does not entitle the client to a refund.

A separate signed Partner Program Agreement is required before any agency partner may access wholesale pricing or white label production services. These Terms of Service are incorporated by reference into the Partner Program Agreement. In the event of a conflict between these Terms and the Partner Program Agreement on partner-specific matters, the Partner Program Agreement governs. The Partner Playbook referenced in the Partner Program Agreement is incorporated by reference into that agreement as of the version date specified therein. Agency partners are bound by the version of the Partner Playbook in effect at the time their Partner Program Agreement was signed unless a subsequent version is agreed to in writing.

Agency partners who have executed a signed Partner Program Agreement additionally agree to the following:

• Silent production relationship. Wrayven operates as an undisclosed production partner. The agency is responsible for all client-facing communication, scope definition, and delivery. Wrayven has no direct relationship with the agency's clients.
• Brief accuracy. The agency is responsible for ensuring that client briefs submitted to Wrayven are accurate, complete, and do not fall into any restricted category under Section 6. Wrayven is not responsible for production outcomes resulting from incomplete or inaccurate briefs submitted by the agency.
• Wholesale pricing confidentiality. Partner wholesale rates are confidential. Agency partners agree not to disclose Wrayven's wholesale pricing to any third party, including their own clients.
• No sub-licensing. Agency partners may not sub-license, resell access to, or represent themselves as a reseller of Wrayven's services to other agencies or production companies without prior written approval from Wrayven.
• Volume discount eligibility. Volume discount rates are available to active partners meeting minimum monthly production thresholds as defined in the Partner Playbook version in effect at the time of the Partner Program Agreement. Wrayven reserves the right to modify volume discount thresholds and rates with 30 days written notice to affected partners.
• Partner disclosure obligations. The AI disclosure provisions of Section 7 apply equally to agency partners. Agency partners may not instruct Wrayven to confirm traditional production methods on their behalf. Agency partners are responsible for ensuring their own clients' use of Wrayven-produced work complies with these Terms.

Wrayven may request permission to feature completed project work in its portfolio, website, social media, and case study materials. Such permission must be granted explicitly in writing by the client or agency partner prior to any such use.

If permission is granted, Wrayven may display final delivered assets and describe the scope and results of the engagement in its marketing materials. Wrayven will not disclose confidential business information, financial data, or proprietary client information without additional explicit written consent.

Permission to use work in Wrayven's portfolio may be withdrawn by the client at any time via written notice as defined in Section 0. Upon receipt of valid written notice of withdrawal, Wrayven will remove the relevant work from active digital portfolio and marketing materials within 30 days. Wrayven is not required to retrieve, destroy, or modify materials that have already been printed, distributed, or published prior to receipt of the withdrawal notice.

Agency partners are granted confidential treatment by default. Wrayven will not display, reference, or claim production credit for any work delivered under a white label engagement without explicit written permission from the agency partner, regardless of the underlying client's permission status.

Client indemnification of Wrayven. Client agrees to indemnify, defend, and hold harmless McKinnon Marketing LLC doing business as Wrayven, its owners, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's use, distribution, or publication of deliverables produced by Wrayven
• Client's misrepresentation of the nature or origin of Wrayven-produced work
• Any third-party intellectual property claims arising from reference materials, brand assets, or other materials provided by the client
• Client's violation of any applicable law, regulation, or third-party rights in connection with the use of Wrayven deliverables
• Any breach by the client of these Terms of Service

Wrayven indemnification of client. Wrayven agrees to indemnify, defend, and hold harmless the client from and against claims, damages, losses, and expenses (including reasonable attorneys' fees) arising directly from:

• Wrayven's own negligence, gross negligence, or willful misconduct in the performance of services
• Third-party intellectual property claims arising from Wrayven's failure to exercise reasonable professional care in directing AI tool outputs, to the extent covered by Wrayven's professional liability insurance and subject to the liability cap in Section 11
• Wrayven's material breach of these Terms of Service

Wrayven's indemnification obligation does not extend to claims arising from client-supplied materials, client's use of deliverables after Delivery and Acceptance, platform-level content policy decisions, or any matter expressly excluded under Section 11.

Both indemnification obligations survive the termination of any project engagement.

Wrayven's total liability to any client for any claim arising out of or related to a project engagement shall not exceed the total fees paid by the client for the specific project giving rise to the claim.

Wrayven shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or loss of business opportunity, even if Wrayven has been advised of the possibility of such damages.

Wrayven does not guarantee specific campaign performance outcomes, return on ad spend, engagement rates, or any other performance metric resulting from the use of Wrayven-produced deliverables. Case study results represent specific client outcomes under specific conditions and are not a guarantee of future results for any client.

Wrayven is not responsible for platform-level restrictions, content policy violations, or advertising disapprovals by third-party platforms including but not limited to Meta, Google, TikTok, or any other distribution platform. Wrayven's known platform risk disclosure obligation under Section 7 does not create liability for platform decisions made after Delivery.

Disclaimer of implied warranties. To the maximum extent permitted by applicable law, Wrayven expressly disclaims all implied warranties including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Deliverables are provided "as is" following client Acceptance as defined in Section 0. Client Acceptance constitutes acknowledgment that the work meets the agreed brief. This disclaimer does not limit Wrayven's indemnification obligations under Section 10 for claims arising from Wrayven's own negligence in directing AI tool outputs.

Either party may terminate a project engagement at any time by providing written notice as defined in Section 0. The following terms apply upon termination:

• Direction Development milestone. The 10% Direction Development fee is non-refundable once the creative direction has been approved by the client in writing.
• Execution Deposit milestone. When production work begins on any project, Wrayven will send a written production commencement notice to the client's designated notice address as defined in Section 0. This notice establishes the timestamped record of when production began and is binding on both parties for purposes of the refund terms below. If termination occurs after the production commencement notice has been sent, the 45% Execution Deposit is non-refundable in full. If termination occurs after the Execution Deposit invoice has been issued but before a production commencement notice has been sent, 50% of the Execution Deposit is refundable within 14 days of the termination notice. In the absence of a production commencement notice, the date of the first deliverable file created — as established by file metadata or Wrayven's internal production records — shall govern.
• Final Delivery milestone. The Final Delivery fee is due in full upon Delivery as defined in Section 0, regardless of whether Acceptance has occurred or whether a termination notice is subsequently issued. Delivery triggers the Final Delivery invoice. Termination after Delivery does not void this obligation.
• Deliverables upon termination. Upon full payment of all fees earned through the date of termination, Wrayven will deliver all completed work product. Work product for which the associated milestone fee has not been paid will not be delivered. Incomplete or in-progress work product will not be delivered regardless of payment status.
• Termination for cause. Wrayven may terminate any engagement immediately and without notice if the client materially breaches these Terms, including misrepresentation of project purpose, non-payment beyond 30 days of due date, or request to produce restricted content under Section 6. In such cases, no refund of fees paid will be issued and Wrayven may pursue all available legal remedies including recovery of attorneys' fees.
• Survival. Sections 0, 4, 5, 6, 7, 9, 10, 11, 13, and 14 survive termination of any project engagement.

In the event of any dispute, claim, or controversy arising out of or relating to these Terms of Service or any project engagement, both parties agree to attempt resolution through good faith negotiation before pursuing any formal legal remedy.

The party raising the dispute must provide written notice as defined in Section 0 describing the nature of the dispute and the resolution sought. Both parties agree to meet or communicate substantively and in good faith within 14 days of such notice. Failure by either party to respond to a valid written dispute notice within 14 days, or failure to engage in substantive good faith negotiation within the 30-day resolution period, constitutes a material breach of these Terms. A court of competent jurisdiction shall consider such failure in determining the award of attorneys' fees and costs in any subsequent legal proceeding, and the non-breaching party shall be entitled to seek recovery of reasonable attorneys' fees incurred as a result of the other party's failure to engage.

If the dispute is not resolved within 30 days of the initial written dispute notice, either party may pursue available legal remedies. Nothing in this section prevents either party from seeking emergency injunctive relief where delay would cause irreparable harm.

Any legal proceedings arising from these Terms shall be brought exclusively in the state or federal courts located in Texas, and both parties consent to personal jurisdiction in those courts.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

Any dispute not resolved through the process described in Section 13 shall be subject to the exclusive jurisdiction of the state and federal courts located in Texas. Both parties irrevocably waive any objection to venue in Texas courts on the basis of inconvenient forum.

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. The invalidity of one provision does not affect the validity of any other provision.

Wrayven reserves the right to update or modify these Terms of Service at any time. When material changes are made, Wrayven will update the "Last Updated" date at the top of this page and provide written notice as defined in Section 0 to all active clients and agency partners at least 14 days prior to the effective date of the change.

An active client or partner for purposes of this section is as defined in Section 0. It is each party's responsibility to maintain a current designated notice email address on file with Wrayven. Written notice sent to the designated notice address on file constitutes valid notice of amendment regardless of whether it is opened or read by the recipient, provided no delivery failure notification is returned within 24 hours.

Continued engagement with Wrayven after the effective date of any amendment constitutes acceptance of the revised Terms. If a client does not agree to revised Terms, they must provide written notice of termination prior to the effective date of the change in accordance with Section 12.

Amendments do not apply retroactively to projects that were contracted and fully paid prior to the effective date of the change. Projects in progress at the time of an amendment are governed by the Terms in effect at the time the project brief was approved, unless the client affirmatively agrees in writing to the amended Terms.

For questions about these Terms of Service, contact pitch@wrayven.com. McKinnon Marketing LLC doing business as Wrayven. All rights reserved.