Terms of
Service.

• "Wrayven," "we," and "us" mean McKinnon Mitchell, doing business as Wrayven, and any successor business entity that assumes these terms.
• "Client" and "you" mean the business that engages Wrayven: a brand that hires us directly, or an agency that hires us to produce work for its own clients. An agency's clients are called "End Clients." End Clients are not parties to these terms.
• "Project Agreement" means a Wrayven quote, statement of work, or project agreement that you sign or accept in writing and that references these terms.
• "Approved Brief" means the written brief or creative project document both parties approve before production begins. It defines the project's scope.
• "Proofs" means watermarked or reduced-resolution versions of the work, sent for review and revisions.
• "Final Approval" means your written approval of the Proofs, or 7 days passing after the most recent Proofs were sent with no written revision request, whichever comes first.
• "Final Files" means the clean, full-resolution deliverables released after Final Approval and payment in full.
• "Material Change" means a change to the primary subject, featured product, environment, core concept or narrative, brand identity, or overall tone and style set in the Approved Brief. Clarifications, quality corrections, and adjustments within the approved concept are not Material Changes.
• "Direct Competitor" means a company whose primary product is in the same specific product category as yours, as described in the Approved Brief. Being in the same general industry does not make a company a Direct Competitor.
• "Active Client" means anyone with an unpaid invoice, a project in production, or a Partner Program Agreement in effect.
• "Written notice" means email sent to the other party's notice address. Wrayven's notice address is pitch@wrayven.com. You provide yours when you engage us and are responsible for keeping it current. Notice is delivered when sent, unless the sender receives a delivery failure within 24 hours, in which case the sender must try another method within 48 hours.

Wrayven provides AI video production, AI product and lifestyle imagery, brand visual identity work, and related creative direction. Work is delivered project by project, or monthly under a Core or Scale plan governed by a Partner Program Agreement.

Each project's scope is set by its Approved Brief and Project Agreement. Additional formats, additional deliverables, and Material Changes requested after production starts are outside scope and are quoted before any added work begins.

Order of precedence. If documents conflict, this order controls: (1) a signed Project Agreement, (2) a signed Partner Program Agreement, (3) these terms.

Wrayven may decline any project, including from existing clients, without giving a reason.

Unless a Project Agreement says otherwise, project fees are paid in three milestones:

How delivery works. You review and revise the work as Proofs. After Final Approval, we send the final invoice. Final Files are released once all invoices for the project are paid in full.

Invoices are due by ACH bank transfer within 7 days of issue unless agreed otherwise in writing. Unpaid balances accrue a late fee of 1% per month, or the maximum allowed by law if lower, until paid. Wrayven may pause work on any of your projects while an invoice is more than 14 days past due.

Core and Scale plans are billed monthly under the Partner Program Agreement.

All fees are in US dollars. You are responsible for bank, transfer, and currency fees and any taxes that apply in your jurisdiction.

Every project includes two revision rounds at no extra cost. A round is one consolidated set of written feedback on one version of the work. Several messages about the same version count as one round. Feedback sent after we have started acting on the previous round starts a new round.

Revision requests must be sent within 7 days of receiving Proofs. After that window, the Proofs reach Final Approval under Section 0.

Additional rounds are quoted per project and approved by you before work begins. Requests that are Material Changes are scoped and quoted as new work.

What you get. When the project is paid in full, Wrayven assigns to you all rights it holds in the Final Files, including full commercial use across all media, platforms, and regions, with no royalties or residual claims. Final Files carry no Wrayven branding.

What we keep. Wrayven keeps its methods, workflows, prompts, and intermediate production files. Nothing in Final Files is shared with or delivered to another client.

Non-reuse. Wrayven will not resell, repurpose, or deliver your Final Files to anyone else. For 12 months after Final Approval, Wrayven will not knowingly produce substantially identical work for a Direct Competitor. That means work reusing the same creative direction, prompt structure, and environmental treatment developed for your project. Producing other work in the same category, industry, or style is not restricted. If Wrayven breaches this commitment, your remedy is a refund of the fees paid for the affected project.

Your materials. You confirm that you own or have permission to use every product image, logo, brand asset, and reference you send us, and you are responsible for claims arising from those materials.

Third-party tools. Wrayven produces work with third-party AI tools (listed in Section 7). Their training data and content policies are outside Wrayven's control.

Each party keeps confidential the non-public information it receives from the other, including briefs, brand strategy, product information, negotiated pricing, client lists, and business operations. Neither party will disclose it without the other's prior written consent, except to perform the project (including processing inputs through the production tools in Section 7) or as required by law under Section 7.

Client relationships. Wrayven treats the fact that it works with you, and which work it produced for you, as confidential.

How long this lasts. General confidentiality lasts three years after the last project ends. Confidentiality of client relationships and white-label work has no end date.

Wrayven does not produce the following, under any arrangement:

• Likenesses of real people, including with their permission. That includes public figures, lookalikes, and your own founders, spokespeople, or staff. Every person we generate is original.
• The voice of any real person, including with permission.
• Deepfakes: content designed to make a real person appear to say or do something they didn't.
• Fake testimonials and fake customer content: AI-generated people presented as real customers giving real endorsements. Lifestyle content showing original AI-generated people using a product is acceptable.
• Political and social issue advertising, including campaigns, candidates, parties, and causes of any affiliation.
• Explicit adult or sexual content.
• Firearms promotion: work whose main purpose is marketing or selling firearms or weapons. Tactical and protective gear is acceptable, and firearms may appear in context.
• Vaping, tobacco, and nicotine products.
• Gambling and sports betting.
• Cryptocurrency, NFTs, and digital asset trading.
• Predatory financial products, such as payday loans and high-pressure debt services.
• Pyramid schemes, multi-level marketing, and fraudulent business opportunities.
• Anything that sexualizes minors or markets age-restricted products to children.

The reasoning behind this list is on our AI Ethics page. Wrayven may also decline a project where AI production isn't a good fit.

You confirm that your brief and the intended use of the work do not fall into these categories. Misrepresenting a project's purpose or intended use is a material breach under Section 12.

Everything we make is AI. All Wrayven deliverables are produced with AI generation tools under human creative direction. We currently use models available through Higgsfield and Adobe Firefly for generation, and Claude for prompt development. The current list is kept on our AI Ethics page. You will acknowledge these tools in writing before production starts. That acknowledgment is a condition of every engagement.

Your responsibility. How you present the work to your customers, End Clients, and audiences is your decision and your responsibility, including compliance with platform policies and disclosure laws. Wrayven does not require you to disclose AI use to your audience.

Wrayven's commitments.

• We never volunteer it. Wrayven will not tell any third party, including End Clients, the public, or the press, that it works with you or which work it produced for you. If asked, our response is that we don't confirm or deny client relationships. This continues after our work together ends.
• We never lie for anyone. Wrayven will not state, sign, or confirm that AI-produced work was filmed or photographed by traditional means. Declining to confirm a relationship is not the same as disclosing it.
• We follow the law. Wrayven complies with valid legal process, such as a court order, subpoena, or lawful regulator request. When the law allows, we will give you written notice before we respond, so you have the chance to seek protection. We disclose only what the process requires.
• We don't remove labels. Wrayven removes its own branding from deliverables but does not remove or alter AI labels or provenance data that platforms use.

Nothing in this section limits Wrayven's communication with you about your own projects.

Platform rules. At intake, Wrayven reviews platform rules it knows apply to your campaign and tells you about known risks. Platform policies change without notice. A platform's rejection or labeling of delivered work is not a defect in the work and does not entitle you to a refund.

White label on every agency project. All work Wrayven produces for an agency is delivered without Wrayven branding, and the agency may present it as its own production. This applies to single projects and to Core and Scale plans alike. Wrayven has no direct relationship with your End Clients and will not contact, market to, or solicit them.

Core and Scale. Monthly plans require a signed Partner Program Agreement, which sets the plan's capacity, billing, and term. These terms are incorporated into that agreement.

Agencies also agree to the following:

• Client-facing work is yours. You handle all communication, scope, and delivery with your End Clients.
• Accurate briefs. You are responsible for making sure briefs are accurate and complete and do not fall into Section 6. Wrayven is not responsible for outcomes caused by inaccurate or incomplete briefs.
• Your End Clients' use. You are responsible for making sure your End Clients' use of the work complies with Sections 6 and 7.
• Negotiated terms stay private. Published pricing is public. Any custom pricing or terms negotiated with you, such as a Scale plan, are confidential.
• No reselling access. You may resell the work to your End Clients at any price. You may not resell access to Wrayven's services to other agencies or production companies without Wrayven's written approval.

Whether you tell your End Clients that Wrayven is involved is your decision.

Wrayven shows client work in its portfolio, website, social media, or case studies only with your explicit written permission. If you say no, we don't use it. If you don't answer, we don't use it.

If you give permission, Wrayven may show the Final Files and describe the project's scope and results. We will not disclose confidential business or financial information without separate written consent.

For agency work, permission must come from the agency, whatever the End Client's position.

You may withdraw permission at any time by written notice. Wrayven will remove the work from its active website and digital marketing within 30 days. Materials already printed, distributed, or published before your notice don't have to be recalled.

You protect Wrayven. You will defend, indemnify, and hold harmless Wrayven and its owner, contractors, and agents from claims, damages, losses, and costs, including reasonable attorneys' fees, arising from:

• your use, distribution, or publication of the work, or your End Clients' use of it
• your representation of how the work was produced
• materials you supplied, including product images, logos, and references
• your violation of any law, platform policy, or third-party right in using the work
• your breach of these terms

Wrayven protects you. Wrayven will defend, indemnify, and hold harmless you from third-party claims, damages, and costs, including reasonable attorneys' fees, arising directly from:

• Wrayven's gross negligence or willful misconduct
• Wrayven knowingly placing a third party's trademark, logo, or copyrighted character in the work without your direction
• Wrayven's material breach of these terms

Wrayven's obligations are subject to the limits in Section 11 and do not cover claims arising from materials you supplied, instructions you gave, changes made to the work after delivery, or platform decisions.

The party seeking indemnity must give prompt written notice of the claim and reasonable cooperation. Both parties' indemnification obligations survive the end of any engagement.

These limits apply to the fullest extent the law allows.

Cap. Wrayven's total liability for any claim related to a project, including under Section 10, will not exceed the fees you paid for that project.

No indirect damages. Wrayven is not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost business opportunity, even if told they were possible.

No performance guarantee. Wrayven does not guarantee return on ad spend, engagement, or any other campaign result. Case study results describe specific clients under specific conditions. Performance also depends on media buying, offer, landing page, and brand context.

Platforms. Wrayven is not responsible for ad disapprovals, labels, restrictions, or policy decisions by Meta, Google, TikTok, or any other platform.

Warranties. Wrayven will perform its services in a professional manner. Other than that and the promises stated in these terms, Final Files are provided "as is" after Final Approval, and Wrayven disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Either party may end a project at any time by written notice. When a project ends early:

• Direction payment. The 10% Direction payment is non-refundable once you approve the creative direction.
• Execution payment. Wrayven sends written notice when production begins. If the project ends after that notice, the 45% Execution payment is non-refundable. If it ends after the Execution payment but before that notice, Wrayven refunds half of the Execution payment within 14 days.
• After Final Approval. The Final payment is owed in full once Final Approval occurs, even if the project is ended afterward.
• Files. Wrayven delivers completed work once all fees earned through the end date are paid. Unfinished work is not delivered.
• For cause. Wrayven may end any engagement immediately if you materially breach these terms, including misrepresenting a project's purpose, requesting work under Section 6, or leaving an invoice unpaid more than 30 days past due. Fees already paid are not refunded.

Core and Scale plans end as set out in the Partner Program Agreement.

What continues after termination: Sections 0, 4, 5, 6, 7, 8 (white label commitments), 9, 10, 11, 13, and 14.

If a dispute comes up, the party raising it sends written notice describing the issue and the resolution it wants. Both parties agree to discuss it in good faith within 14 days and try to resolve it within 30 days of the notice before filing any claim.

If it isn't resolved in 30 days, either party may go to court as provided in Section 14. Either party may seek urgent injunctive relief at any time where delay would cause irreparable harm.

In any legal action over these terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

These terms are governed by the laws of the State of Washington, without regard to conflict-of-law rules. Any legal action must be brought in the state or federal courts located in Washington, and both parties consent to those courts' jurisdiction.

If any provision is found unenforceable, it will be limited only as much as needed, and the rest of these terms stay in effect. A party's delay in enforcing a provision does not waive it. You may not assign these terms without Wrayven's written consent. Wrayven may assign them to a business entity it forms or to a successor.

Wrayven may update these terms. For material changes, we will update the effective date on this page and send written notice to all Active Clients at least 14 days before the change takes effect.

Changes never apply retroactively. Projects already underway stay under the terms in effect when their brief was approved unless you agree in writing to the new terms. New projects started after the effective date follow the updated terms. If you don't agree to an update, you can end any monthly plan under Section 12 before it takes effect.