The terms your project is produced under.

Version: v0.12

1. Parties and Formation

1.1 This AI Video Production Agreement (the "Agreement") is entered into between SOLIVO AI STUDIO INC., a corporation incorporated under the Business Corporations Act (Ontario), Ontario Corporation Number 1001660224, trading as Solivo AI Studio ("Solivo", "we", "us"), and the person or entity identified in the Order and Stripe billing details ("Client", "you").

1.2 The Agreement is formed at the moment the Client (a) checks the acceptance box presented on the "Review and pay" step of the Solivo checkout, and (b) completes payment through the Stripe checkout session generated for the project or, if a validated website coupon reduces the amount payable to zero, confirms the free Order on the Solivo website. Checking the acceptance box constitutes a legally binding electronic signature.

1.3 No production work begins before payment is confirmed by Stripe or a zero-dollar Order is confirmed by Solivo after validating the applicable website coupon.

2. Definitions

• "Order" means the project-specific configuration recorded at checkout (selected plan, video duration, rush option, aspect ratio, quoted price and any coupon), together with the brief the Client completes and submits after Payment Confirmation. The Order is set out in Schedule A and is incorporated into this Agreement.
• "Client Materials" means all logos, product and packaging images, event photos, footage, audio or voice samples, text, links, trademarks and other content the Client uploads or supplies.
• "Deliverables" means the finished video file(s) produced for the Order in the format(s) and aspect ratio(s) recorded in the brief.
• "Payment Confirmation" means the time at which Stripe reports the project payment as successfully completed or Solivo confirms a validated zero-dollar Order.
• "Production Start" means the time production begins on the Order, which is: (a) for a standard project, when the Client answers the last storyboard, either by approving it or by sending change notes, which Solivo applies during production without issuing a further storyboard; (b) for a standard project where the Client chooses to skip the storyboard preview, when Solivo approves the Client Materials, or when the Client chooses to skip after that approval; (c) for a rush project, when the Client submits the Client Materials and confirms they are complete; and (d) for a Campaign Package, the start date Solivo confirms to the Client by email. Solivo confirms the Production Start by email and in the Client dashboard.
• "Business Day" means Monday to Friday, excluding statutory holidays in Ontario.

3. Services and Deliverables

3.1 Solivo provides AI-generated marketing video production services. Depending on the plan selected in the Order, the Deliverables are:

(a) Standard Single Video — one finished video of up to 30 seconds, or of 1, 2 or 3 minutes, as selected.

(b) Campaign Package — thirteen (13) deliverables totalling approximately 480 seconds: three (3) videos of approximately 1 minute each and ten (10) videos of up to 30 seconds each.

3.2 Stated durations are nominal. A tolerance of plus or minus twenty percent (±20%) on the runtime of any individual deliverable is within specification and is not a defect or grounds for a price adjustment.

3.3 The Deliverables are produced from the Client Materials and the brief. Solivo produces the aspect ratio(s), language, subtitle, music and voiceover configuration recorded in the Order and the brief. Additional aspect ratios, languages, versions or platform re-cuts not recorded there are out of scope and are quoted separately.

3.4 Deliverables are provided as final rendered video files through the delivery link(s) in the Client dashboard. Project files, prompts, model configurations, editing timelines and intermediate renders are not part of the Deliverables.

4. Nature of AI Production — Client Acknowledgement

4.1 The Client acknowledges that the Deliverables are produced using AI video generation technology, and that AI-generated video may include variations in visual details, character consistency, motion naturalness, on-screen text accuracy, brand element reproduction, and shot continuity.

4.2 By proceeding with payment, the Client accepts these technical characteristics, creative boundaries and possible variations. Variations of the kind described in Section 4.1 are inherent to the medium and do not constitute a defect, a failure to deliver, or grounds for a refund.

4.3 Solivo will prioritise accurate reproduction of the elements the Client identifies in the brief as requiring accurate reproduction (for example logo shape, packaging colour, product form, material, text, structure or a person's likeness). This is a good-faith production priority and not a guarantee of pixel-level or photographic identity. Requirements not stated in the brief when the Client submits it cannot be treated as accuracy failures.

4.4 The Client is responsible for compliance with the AI-content disclosure rules, advertising standards and platform policies applicable to its own distribution channels. Solivo does not warrant that the Deliverables satisfy any specific platform's AI labelling, advertising or regulatory requirements.

5. Client Materials, Licence and Warranties

5.1 The Client grants Solivo a non-exclusive, worldwide, royalty-free licence to store, reproduce, adapt, and process the Client Materials, and to submit them to third-party AI and production tools, solely for the purpose of producing the Deliverables for the Client's own Order and performing this Agreement. This licence is limited to that purpose and is subject to the restrictions in Sections 5.6 and 5.7.

5.2 The Client represents and warrants that it owns or has secured all rights, consents and licences necessary for the Client Materials to be used in this way, including trademark rights, copyright, music and footage licences, and the personality, likeness, voice and privacy consents of every identifiable individual appearing in or cloned from the Client Materials. The Client's confirmation, when submitting the Client Materials, that it owns or has the rights to use them is a restatement of this warranty.

5.3 Where the Order includes voice cloning, the Client warrants that the voice sample was provided with the informed consent of the individual whose voice it is, for the purpose of AI voice generation.

5.4 Solivo may refuse or discontinue production of any content it reasonably believes to be unlawful, infringing, deceptive, defamatory, or in breach of the acceptable-use policy of a third-party AI provider. Where Solivo refuses on these grounds before production begins, fees paid are refunded in full; where it becomes apparent after production begins, Section 12 applies.

5.5 Retention and automatic deletion.

(a) Deletion trigger. Client Materials uploaded for an Order are deleted automatically ninety (90) calendar days after Final Delivery. "Final Delivery" means the date on which Solivo makes available, under Section 9.1, the last Deliverable produced for the Order, including any revised or re-rendered version delivered under Section 8. A later delivery restarts the ninety (90) day period, which is measured from the latest such delivery and not from the first. Acceptance or deemed acceptance under Section 9.2 does not affect the calculation.

(b) Where nothing is delivered. If no Deliverable is ever delivered because the Order is cancelled under Section 12.2, the Client Materials are deleted automatically ninety (90) calendar days after the date of that cancellation. A project waiting on the Client under Section 12.6 is kept, with its Client Materials, until it continues.

(c) Deliverables. Deliverables are deleted on the same schedule as the Client Materials, except for any Deliverable covered by a subsisting Showcase Use licence under Section 10.6, which Solivo may retain for as long as that Showcase Use continues.

(d) No notice; Client responsibility. Deletion is automatic and Solivo is not required to notify or remind the Client before it occurs. The Client is solely responsible for downloading and archiving the Deliverables before the deletion date. After deletion, Solivo cannot produce revisions, re-renders, additional versions or replacement copies unless the Client re-supplies the materials, which is chargeable as new work under Section 8.4.

(e) Scope of deletion. Deletion applies to Solivo's active production storage. Routine encrypted backups are overwritten on their own cycle, normally within thirty (30) days of deletion. Solivo may retain the brief, the Order record, invoices and payment records for as long as required for tax, accounting, insurance and legal-defence purposes; those records are not Client Materials.

(f) Storage and no third-party sale. Client Materials are stored with Solivo's cloud storage provider; payment data is processed by Stripe. Neither the Client Materials nor the Deliverables are sold, rented or licensed to any third party for that third party's own purposes.

5.6 Single-project use only. Client Materials are used only to produce the Deliverables for the Client's own Order. Solivo will not use, reproduce, adapt or incorporate the Client Materials, or any part of them, in any video, deliverable, sample, template or asset library produced for or made available to any other client, and will not disclose them to any other client.

5.7 No use beyond the stated purpose. The licence in Section 5.1 is limited to the purpose stated in it. Any use of the Client Materials for a purpose outside that licence requires the Client's separate, specific written consent, obtained in advance. Consent to one such use is not consent to any other.

6. Fees, Taxes and Payment

6.1 The price for the Order is the amount shown at checkout before payment, after any coupon or showcase discount, and charged through Stripe (or confirmed at zero under Section 1.2), as recorded in Schedule A. Payment is due in full, in advance, in United States dollars (USD).

6.2 The fixed prices in Schedule B are the contract prices. Standard videos are priced per duration, not per second. Any per-second rate shown on the Solivo website (for example "from $13.88/sec" for rush 25h, or the Campaign Package's approximate $5.21/sec) is a reference figure for comparison only and does not override Schedule B.

6.3 Prices are exclusive of taxes. Sales tax, GST/HST, VAT or equivalent is calculated and added at checkout by Stripe based on the billing address and tax ID the Client provides. The Client is responsible for the accuracy of that information.

6.4 Payment processing, currency conversion and card-issuer fees are borne by the Client. Solivo does not store card data.

6.5 Any additional work agreed after Payment Confirmation — including chargeable revisions under Section 8 and out-of-scope items under Section 3.3 — is quoted in writing and invoiced separately, and is payable before that additional work starts.

6.6 The Client agrees not to initiate a payment dispute or chargeback in respect of matters covered by Sections 4 and 12 without first raising the issue with Solivo in writing and allowing ten (10) Business Days to resolve it.

7. Production Schedule, Rush Delivery and Client Cooperation

7.1 After Payment Confirmation the Client completes the brief and uploads the Client Materials through the Client dashboard, then submits them. Once submitted, the Client Materials are locked while Solivo reviews them; anything further Solivo needs is requested on the project page and by email, and is supplied through that request. For a standard project Solivo reviews them within twenty-four (24) hours, publishes storyboards within twenty-four (24) hours of approving the materials, and delivers a first preview within seventy-two (72) hours of the Production Start. The Client answers each storyboard once, by approving it or by sending change notes; change notes are applied during production and no second storyboard is issued. The Client may choose to skip the storyboard preview at any time after submitting the materials and before a storyboard is published; production then follows directly and the direction is not confirmed in advance. Rush projects skip the materials review and storyboard preview: the Client confirms that the Client Materials are complete, and any missing or incorrect material may affect the result at the Client's own responsibility. A Campaign Package is scoped and delivered by email. All production timelines start at the Production Start.

7.2 Standard delivery. Standard projects are placed in the standard production queue. Solivo provides an estimated delivery date in the Client dashboard and will use commercially reasonable efforts to meet it.

7.3 Rush delivery. Where the Order includes rush delivery:

(a) the target is a finished first delivery within twenty-five (25) hours of the Production Start; and

(b) if four (4) or more rush projects are already active at Payment Confirmation, or Solivo has closed the 25-hour tier for capacity, the project is assigned to the next-day rush queue with a target of up to forty-eight (48) hours and the corresponding Schedule B price for that tier. When the 25-hour tier is closed, checkout says so and shows the 48-hour tier and price before payment.

The rush tier and price actually applied to the Order are recorded in Schedule A.

7.4 Rush targets are calculated in consecutive hours from the Production Start. The rush tier and price are fixed at Payment Confirmation under Section 7.3 and do not change with the time of the Production Start, and the rush target does not run while the Client is uploading Client Materials or completing the brief.

7.5 Client-caused delay. The Client is not set a deadline for supplying Client Materials or answers: every time limit in this Agreement binds Solivo. Time limits are suspended for any period during which Solivo is waiting on the Client for missing assets, usable replacement assets, required approvals, or answers to a production question, and resume from where they stopped when the Client responds. The materials review is the exception: when the Client responds to a request for more, its twenty-four (24) hours start again from that response. Where a rush project is delayed by the Client, the rush target no longer applies and the project reverts to the standard queue; the rush fee is not refunded and the difference against the standard price is not credited.

7.6 Delivery targets in this Section are targets, not conditions of the Agreement, except that if Solivo fails to make a first delivery of a rush project within forty-eight (48) hours of the Production Start for reasons attributable solely to Solivo, the Client may elect to receive a refund of the difference between the rush price paid and the standard price for the same duration.

8. Revisions

8.1 One (1) free revision round is included per Order. For a Campaign Package, revisions are arranged with Solivo by email.

8.2 A revision round means a single consolidated set of change requests submitted together, addressing the Deliverables as produced against the brief. Change requests submitted piecemeal after a round has begun are treated as a further round.

8.3 From the second revision round onward, each round is billed at the standard list price for the full length of the deliverable being revised, whatever part of it changes, and is paid before the round starts: US$199 up to 30 seconds, US$390 up to 1 minute, US$700 up to 2 minutes and US$1,000 up to 3 minutes. The list price applies whatever was paid for the Order; a rush surcharge, coupon or discount does not carry over. Example: a revision of a 3-minute video is US$1,000.00. For the Campaign Package, each deliverable actually revised is billed at the list price for its own length.

8.4 The following are not revisions and are quoted as new work: a change to the brand, product, campaign message, core selling point, script direction or creative concept recorded in the brief; a change of aspect ratio, language or platform version; a new deliverable; and re-work required because the Client supplied incorrect, incomplete or replaced Client Materials.

8.5 Requests to reduce AI variation of the kind described in Section 4.1, beyond the accuracy priorities stated in the brief when it was submitted, are chargeable revisions.

8.6 Revision rounds must be requested within seven (7) days of the delivery to which they relate, before that delivery is accepted or deemed accepted under Section 9.2. A revised version is a new delivery and starts its own seven (7) days.

8.7 Each revision of a finished video is delivered within twenty-four (24) hours of the Client submitting its notes. Notes on a storyboard are applied during production under Section 7.1 rather than through a revised storyboard. The included revision round is optional: the Client may approve a preview without using it.

9. Delivery and Acceptance

9.1 Solivo delivers by making the Deliverables available through the delivery link(s) on the Client's project page. Delivery is complete when the link is active and the Client is notified in the dashboard or by email.

9.2 The Client has seven (7) days from delivery to review the Deliverables and either accept them or submit a revision round under Section 8. If neither occurs within that period, the Deliverables are deemed accepted, and no further revision round, free or paid, is available for them. Solivo records the deemed acceptance automatically, and the original files then become available to download.

9.3 Public use, publication, broadcast or distribution of a Deliverable constitutes acceptance of that Deliverable.

9.4 The Client should download and archive the Deliverables promptly; see Section 5.5 on retention.

10. Intellectual Property

10.1 The Client retains all rights in the Client Materials and in its own brands, trademarks and content.

10.2 On receipt of full payment for the Order, Solivo assigns to the Client, to the extent such rights are capable of assignment, and otherwise grants the Client a perpetual, worldwide, irrevocable, royalty-free, transferable and sub-licensable licence to use, reproduce, modify, publish, broadcast and distribute the Deliverables for any lawful commercial or promotional purpose, in any medium and without limitation as to territory or duration.

10.3 Until full payment is received, the Client has no licence to use the Deliverables, including any preview or watermarked version.

10.4 Solivo retains ownership of its production methods, prompt structures, model configurations, templates, workflows, tooling and any general know-how developed in the course of the work, none of which are Deliverables.

10.5 The Client acknowledges that AI-generated output may not be protectable by copyright in all jurisdictions, and that Solivo cannot warrant exclusivity of style, composition or generated visual elements against similar output generated for third parties.

10.6 Showcase licence. Ownership of the Deliverables sits with the Client under Section 10.2. Subject to Sections 10.7 to 10.11, the Client grants Solivo a non-exclusive, worldwide, royalty-free licence to reproduce and display the Deliverables, together with the Client's brand name and logo and a short factual description of the project, in Solivo's own portfolio, website, showreel, social accounts, sales decks, and award or festival submissions ("Showcase Use"). Showcase Use is limited to promoting Solivo's own services. Solivo may create excerpts, cutdowns and still frames of a Deliverable for Showcase Use and may add its own branding, but will not alter the Client's brand elements, claims or messaging in any way that misrepresents the Client. Whether Showcase Use is granted or declined for the Order is recorded in Schedule A.

10.7 Excluded from Showcase Use. Solivo will not display: (a) Client Materials that do not appear in the Deliverables, whether raw, unedited or unused; (b) the contents of the brief; (c) the price paid or any commercial terms; (d) anything the Client has marked confidential; or (e) any Deliverable relating to a product, campaign, event or sponsorship that Solivo knows has not yet been made public.

10.8 Embargo. Showcase Use of a Deliverable may begin only on the earlier of (a) the Client's first public use, publication or broadcast of that Deliverable, or (b) ninety (90) days after delivery — unless the Client approves earlier use in writing. Section 10.7(e) continues to apply after the embargo period ends.

10.9 Opt-out and takedown. The Client may decline Showcase Use at checkout, or withdraw it at any time afterwards, by written notice under Section 17. No reason is required and no fee applies. On withdrawal, Solivo will stop all new Showcase Use immediately and remove the affected material from channels it controls within ten (10) Business Days. Copies already redistributed by third parties, cached by search engines or embedded in previously distributed offline materials may persist and are outside Solivo's control; Solivo will not be in breach on account of those copies. Withdrawal of Showcase Use does not affect the Client's rights under Section 10.2. This Section does not apply to Paid Showcase Use under Section 10.11.

10.10 No effect on the Order. Except as set out in Section 10.11, declining or withdrawing Showcase Use does not change the price, scope, quality, revision entitlement, queue priority or delivery timing of the Order in any way.

10.11 Paid Showcase Use. For a standard single-video Order paid without a coupon, the Client may elect at payment to grant Showcase Use in exchange for a discount of five percent (5%) of the Order price. Every Order paid with a coupon includes Showcase Use as a condition of the coupon, and the two discounts cannot be combined. In either case ("Paid Showcase Use"): (a) Showcase Use under Section 10.6 forms part of the price and cannot be declined or withdrawn after payment, and Section 10.9 does not apply; (b) in place of Section 10.8, Showcase Use may begin thirty (30) days after delivery; (c) Section 10.7 continues to apply, including 10.7(e), but marking the Deliverables as a whole confidential under Section 10.7(d) does not withdraw Paid Showcase Use; and (d) the Client may ask Solivo by email to move the start of Showcase Use, for example to follow a later launch date, and Solivo will consider the request in good faith. Whether the Order carries Paid Showcase Use is recorded in Schedule A.

11. Confidentiality

11.1 Each party will keep the other's non-public business, product, pricing, campaign and technical information confidential and use it only to perform this Agreement. This does not apply to information that is public, independently known, or required to be disclosed by law.

11.2 Solivo may disclose Client Materials and brief contents to its subcontractors and to third-party AI and cloud providers only to the extent necessary to produce the Deliverables, and subject to Sections 5.6 and 5.7. Subcontractors are bound to confidentiality obligations no less protective than this Section.

12. Cancellation and Refunds

12.1 Fees are non-refundable once production starts (see the Production Start definition in Section 2), except as expressly stated in this Agreement.

12.2 Cancellation before production starts. If the Client cancels in writing before the Production Start, Solivo refunds the amount paid less non-recoverable payment processing fees and less any documented third-party costs already incurred.

12.3 Cancellation after production starts. No refund is available, except that where Solivo has not yet made a first delivery it may, at its discretion, apply a credit toward a future Order.

12.4 Rush fees. Rush fees are non-refundable once the project has entered a rush queue, subject only to Section 7.6.

12.5 Non-delivery by Solivo. If Solivo determines that it cannot deliver the Order for reasons attributable to Solivo, it will refund the fees paid for the undelivered portion of the Order. This is the Client's sole remedy for non-delivery.

12.6 No closure for silence. If the Client does not respond to a production question or request, Solivo keeps the project and its status as they are, with no time limit, and continues when the Client responds (Section 7.5). Solivo does not close a project for lack of response.

12.7 Dissatisfaction based solely on the AI characteristics described in Section 4.1 is not a ground for refund.

13. Warranties and Disclaimer

13.1 Solivo warrants that it will perform the services with reasonable skill and care and in a professional manner.

13.2 Except as expressly stated in this Agreement, the services and Deliverables are provided "as is" and Solivo disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty as to marketing performance, engagement, reach, conversion, sales results, or approval by any advertising platform.

14. Limitation of Liability

14.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data, lost business opportunity, or reputational harm, however caused.

14.2 Solivo's total aggregate liability arising out of or in connection with this Agreement is limited to the total fees actually paid by the Client for the Order giving rise to the claim.

14.3 Section 14.1 and 14.2 do not limit liability for fraud, wilful misconduct, or any liability that cannot be limited by applicable law. They do not limit the Client's obligations under Section 6 (fees) or Section 15 (indemnity).

15. Indemnity

15.1 The Client will indemnify, defend and hold harmless Solivo and its personnel and subcontractors against all claims, damages, losses, fines and reasonable legal costs arising from: (a) the Client Materials, including any infringement of intellectual property, personality, likeness, voice or privacy rights; (b) any breach of the warranties in Section 5; (c) the Client's use, distribution or advertising of the Deliverables, including AI-disclosure, labelling and advertising compliance in its channels; and (d) claims by third parties that the content of the brief or the Deliverables is false, misleading or unlawful.

16. Term, Suspension and Termination

16.1 This Agreement applies to the Order and continues until the Deliverables are accepted or deemed accepted and all fees are paid. Sections 5.2, 10, 11, 13, 14, 15 and 18 survive termination.

16.2 Solivo may suspend work or terminate immediately on written notice if the Client breaches Section 5 (materials and warranties), fails to pay an invoice for additional work when due, or initiates a chargeback contrary to Section 6.6.

16.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages, capacity restrictions, policy changes, suspensions or discontinuations affecting third-party AI or cloud providers. Solivo will notify the Client and, where a required capability becomes permanently unavailable, will offer an equivalent alternative approach or refund the fees for the affected undelivered portion.

17. Notices

17.1 Notices are given by email: to Solivo at info@solivo.ai, and to the Client at the email address on the Client's account or Stripe billing record. Notice is deemed received on the next Business Day after sending.

17.2 Routine production communication, status updates, delivery links and revision requests may be exchanged through the Solivo Client dashboard, and records in the dashboard are admissible evidence of what was requested and when.

18. General

18.1 Governing law and jurisdiction. This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by email or a scheduled call within twenty (20) Business Days.

18.2 Independent contractor. Solivo performs as an independent contractor. Nothing creates an employment, partnership, agency or joint venture relationship. Solivo may use subcontractors and remains responsible for the services.

18.3 Entire agreement. This Agreement, together with Schedules A and B and the brief, is the entire agreement for the Order and supersedes prior discussions, quotes and proposals.

18.4 Order of precedence. If there is a conflict: (1) this Agreement, (2) Schedule A (Order details), (3) Schedule B (fee schedule), (4) the brief, (5) the website.

18.5 Changes. Solivo may update this Agreement for future Orders. The version accepted at the time of payment governs that Order. Changes to a live Order require the written agreement of both parties, which may be by email.

18.6 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor of its business.

18.7 Severability and waiver. If a provision is unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.

18.8 Electronic acceptance. The parties agree to contract electronically. The click-acceptance record and Stripe payment record together evidence execution.

Schedule A — Order Details

Populated automatically from the Order and Stripe checkout session at the time of payment; the brief fields are added when the Client submits the brief.

Schedule B — Fee Schedule

All amounts in USD and exclusive of tax. These fixed prices are the contract prices (Section 6.2).

Standard Single Video

Rush delivery (replaces the standard price for the same duration)

Queue rule: if four (4) or more rush projects are already active at Payment Confirmation, or the 25h tier is closed for capacity, the Order is assigned to the next-day 48h tier at that tier's price (Section 7.3).

Campaign Package

Revisions

Acceptance

By checking the acceptance box on the "Review and pay" step and completing payment or confirming a validated zero-dollar Order, the Client confirms that it has read and agrees to this Agreement, including the AI production acknowledgement in Section 4, the materials warranties in Section 5, the Showcase Use election in Section 10.6, and the refund terms in Section 12.

Solivo's commitments to the Client, in summary: Client Materials are used only to produce the Client's own project, never in work for another client, and any use outside that purpose needs the Client's separate written consent (§§5.1, 5.6, 5.7). Materials are deleted automatically ninety (90) calendar days after delivery (§5.5). The finished Deliverables belong to the Client (§10.2), and Solivo showcases them only where the Client has elected to allow it, only after the embargo period, and never after the Client withdraws, except where the Client took Paid Showcase Use in exchange for a discount or coupon (§§10.6–10.11).

SOLIVO AI STUDIO INC. (Ontario Corporation Number 1001660224) · info@solivo.ai