Terms & Conditions

1.About StudioVerse

StudioVerse is a curated marketplace and production platform connecting businesses, brands, agencies and other clients with studios and creative professionals who produce custom marketing content, including short-form marketing videos and related creative deliverables.

StudioVerse facilitates project management, creative briefs, production, communication, revisions, delivery, payments and other services associated with these projects.

StudioVerse is owned and operated by Hexaverse AI Inc.

2.Definitions

In these Terms, the following words have these meanings:

"Artist"

an individual creative professional who produces work through StudioVerse, alone or as part of a Studio.

"Client"

a person or entity that places, funds or approves an Order through StudioVerse, including an agency ordering on behalf of its own customers.

"Client Materials"

has the meaning given in Section 20.

"Credits"

prepaid units of value held in a StudioVerse account and applied to Orders, as described in Section 17. Credits are not money and have no cash value except as expressly stated in these Terms.

"Deliverable"

any video or other creative output produced for an Order, including drafts, revisions and the final version.

"Free Sample"

an Order or Deliverable that StudioVerse offers to a prospective Client without an upfront charge.

"Order"

a request for one or more Deliverables placed through StudioVerse, including first-time, repeat, batch, subscription and agency orders and Free Samples.

"Scope of Work (SoW)"

the approved description of an Order, as described in Section 11.

"Studio"

a team of one or more Artists operating on StudioVerse under a Studio Director or Studio Manager, including franchised, joint-venture and managed studios.

"Studio Director"

the person who owns or leads a Studio and is accountable to StudioVerse for it. Where a Studio has no separate Studio Director, its Studio Manager holds this role.

"Studio Manager"

a person responsible for running a Studio's day-to-day operations, as described in Section 29.

"Studio Schedule"

a separate written schedule or agreement between StudioVerse and a Studio that sets studio-specific commercial terms, such as fee splits or a franchise, joint-venture or managed-studio model.

"User"

anyone who accesses or uses StudioVerse, including Clients, Studios, Studio Directors, Studio Managers and Artists.

3.Eligibility and Accounts

You must be at least the age of majority where you live, and in any case at least 18 years old, and have legal capacity to enter into a binding agreement to use StudioVerse.

If you use StudioVerse on behalf of a company, agency, organization or other entity, you represent that you have authority to bind that entity to these Terms.

You are responsible for:

• maintaining accurate account information;
• maintaining the confidentiality of your login credentials;
• activities occurring through your account;
• promptly notifying StudioVerse of unauthorized account access; and
• ensuring that anyone accessing StudioVerse through your organization complies with these Terms.

You may not impersonate another person or organization, misrepresent your identity or authority, or use another person's account without authorization.

4.Accepting These Terms

You accept these Terms by ticking a box or clicking a button that refers to them, such as when you create an account, place or fund an Order, apply to or join a Studio, or accept a project.

Where no such step is shown, using StudioVerse after these Terms have been made available to you also means you accept them.

If you do not agree to these Terms, do not use StudioVerse.

5.Acceptable Use

You may not use StudioVerse to create, upload, request, distribute or facilitate content that:

• violates applicable law;
• infringes intellectual property, privacy, publicity or other rights;
• contains content you do not have authority to use;
• is fraudulent, deceptive or intentionally misleading;
• contains malicious software or code;
• attempts to circumvent StudioVerse security or access controls; or
• otherwise creates material legal, security or reputational risk for StudioVerse or its users.

StudioVerse may refuse, suspend or remove content or projects that we reasonably believe violate these Terms.

6.Platform Intellectual Property

StudioVerse, the StudioVerse platform, software, interface, workflows, branding, trademarks, designs, technology and platform-created materials are owned by or licensed to Hexaverse AI Inc.

Except for the limited rights necessary to use the platform, no rights in StudioVerse intellectual property are transferred to users.

Nothing in these Terms transfers ownership of a client's intellectual property to StudioVerse except for the limited licences expressly described below.

7.Privacy

Use of StudioVerse is also subject to the StudioVerse Privacy Policy.

Users acknowledge that information necessary to complete an order may be shared among StudioVerse, the assigned studio, Studio Managers, artists and service providers involved in production and platform operations.

8.Changes to StudioVerse and These Terms

StudioVerse may update, modify, add or discontinue platform functionality from time to time.

We may also update these Terms when reasonably necessary to reflect changes to the platform, our business, applicable law or our services.

We will give at least 30 days' notice of a material change, by email to the address on your account or by a notice in the platform, stating the date the change takes effect. Changes required by law, or made to address security or fraud, may take effect sooner.

If you do not agree to a change, you may close your account before it takes effect (see Section 52). Continuing to use StudioVerse after the effective date means you accept the updated Terms.

Orders already in production remain subject to the commercial terms confirmed for that Order unless the parties agree otherwise.

9.Applicability of Client Terms

These Client Terms apply to every order placed through StudioVerse, including first-time orders, repeat orders, batch orders, subscription or recurring orders, agency orders and Free Samples.

Each order is governed by:

1. these Terms;
2. the approved Scope of Work;
3. the approved brief, script, storyboard or creative direction;
4. the confirmed delivery deadline; and
5. any additional written terms specifically agreed for that order.

10.Brief, Script and Storyboard

Before production begins, the order must have sufficiently clear creative direction.

The Client may provide materials including:

• a brief;
• script;
• storyboard;
• references;
• CTA or offer;
• brand assets;
• product information;
• footage or photographs; and
• other production instructions.

If the Client does not provide a complete brief, script or storyboard, StudioVerse or the assigned studio may prepare one for Client approval.

Production begins only after the applicable creative direction has been approved.

Once approved, those materials form part of the official scope of the order.

11.Scope of Work

Every Scope of Work (SoW) may be customized to the Client's needs.

The approved scope may include:

• brief;
• storyboard;
• script;
• creative direction;
• video duration;
• video type;
• references;
• CTA or offer;
• format and intended platform;
• number of deliverables; and
• other specifically agreed requirements.

StudioVerse and the assigned studio will produce the deliverable based on this approved scope.

A material request that changes the approved scope may be treated as new work and may require additional credits, pricing and/or a revised delivery timeline.

12.Deadline Confirmation

The Client should communicate any required delivery deadline before production begins.

StudioVerse, the Studio Manager and/or assigned artist will evaluate the requested deadline based on project complexity, volume, available assets and production requirements.

A deadline becomes an official order deadline only after it has been confirmed through StudioVerse.

If the Client changes the scope, delays required approvals, fails to provide necessary assets, or otherwise causes a production delay, the confirmed deadline may be reasonably extended.

13.Credits, Funding and Production Start

StudioVerse is not required to begin paid production until the Client's StudioVerse account contains the minimum Credits required for the applicable Order, unless StudioVerse expressly agrees otherwise.

Production generally begins after:

• the scope is confirmed;
• the brief/storyboard or creative direction is approved;
• the deadline is confirmed;
• necessary Client Materials are available; and
• required credits are funded.

Funding an order secures the applicable credits while production is completed.

Credits or funds allocated to an order are not released to the studio or artist until the applicable release conditions have been satisfied.

14.Revisions and New Scope

Each video includes the number of revision rounds specified by the Client's applicable plan or order.

Unless otherwise stated:

• Free and Silver plans include one revision round per video;
• Gold includes two revision rounds per video.

Clients should provide clear and consolidated feedback during each revision round.

A revision means a reasonable change that remains consistent with the approved scope.

Requests that materially change what was previously approved may constitute new scope.

New scope may require additional pricing and a new delivery timeline.

Additional revision rounds beyond those included in the order will not be required unless StudioVerse and the Client agree on a written resolution or additional scope.

15.Final Approval and Credit Release

When a deliverable is completed, the Client may approve it or request an included revision.

Once the Client approves a final deliverable, StudioVerse may release the applicable credits or payment to the studio or artist.

For batch orders, approval and credit release may occur separately for each completed deliverable.

16.SLA Protection

Client orders may include service-level commitments ("SLAs"), consisting primarily of:

• the confirmed delivery deadline; and
• compliance with the approved scope.

If an assigned studio materially fails to meet an applicable SLA for reasons attributable to that studio, StudioVerse will provide the refund or credit protection stated for that order.

Where StudioVerse has promised a full refund for an affected video or batch following an SLA failure, the Client will receive that refund or corresponding StudioVerse credit in accordance with the applicable order terms.

An SLA will not be considered missed to the extent the delay or failure results from:

• Client-requested scope changes;
• late Client feedback or approval;
• missing or late Client Materials;
• Client instructions inconsistent with the approved scope;
• circumstances outside StudioVerse's or the studio's reasonable control, as described in the Events Beyond Reasonable Control section; or
• another written modification agreed with the Client.

17.Fees, Credits and Taxes

Prices for Orders, plans and Credits are shown in the platform or confirmed in the SoW before the Client pays, in the currency shown at checkout.

Payments are processed by StudioVerse's third-party payment processor. By adding a payment method, the Client authorizes StudioVerse to charge it for the Orders, plans and Credits the Client purchases, including recurring subscription charges and, where the Client has turned it on, automatic charges for approved Orders or Credit top-ups.

Applicable taxes, such as GST/HST, are added where required by law.

Purchased Credits do not expire while the Client's account remains open. Promotional, bonus or welcome Credits granted free of charge may carry an expiry date or other conditions stated when they are granted, have no cash value and are not refundable.

Credits cannot be transferred to another account or exchanged for cash, except as stated in Section 19 or required by law.

If a Client disputes a charge with its card issuer or bank without first contacting StudioVerse, StudioVerse may pause the affected Orders and the account while the dispute is open, and may reverse any Credits, Deliverable access or rights that depended on the disputed payment.

18.Subscriptions, Renewal and Cancellation

Paid plans renew automatically at the end of each billing period at the then-current price until cancelled.

The Client may cancel a plan at any time from its account settings. Cancellation takes effect at the end of the current billing period, and the Client keeps the plan's benefits until then.

Upgrades take effect immediately and are prorated for the rest of the billing period. Downgrades take effect at the next billing date.

StudioVerse will notify the Client before a price increase applies to a renewing plan, and the Client may cancel before the new price takes effect.

19.Refunds

Paid plans include a 7-day money-back guarantee from the plan's first charge.

A paid Order may be cancelled for a refund until production starts. Once an Artist has been assigned or production has begun, the Order is final, except for the SLA protection in Section 16.

After the money-back period, unused purchased Credits are not refundable, except where StudioVerse agrees otherwise in writing or where applicable law requires a refund, including when an account is closed.

Refunds are made to the original payment method or, where the Client agrees, as StudioVerse Credits.

20.Client Materials

"Client Materials" means materials supplied, uploaded or made available by or on behalf of the Client, including:

• trademarks;
• logos;
• photographs;
• videos;
• product images;
• brand assets;
• scripts;
• copy;
• music;
• voice recordings;
• customer or employee content;
• data; and
• other materials supplied for the project.

The Client retains ownership of its Client Materials.

The Client grants StudioVerse and the studios, artists and service providers involved in the applicable order a non-exclusive licence to access, reproduce, edit, adapt, process and otherwise use Client Materials solely as reasonably necessary to provide the StudioVerse services, produce the requested deliverables and exercise the limited portfolio rights described in Section 25.

21.Client Responsibility for Supplied Materials

The Client represents and warrants that it owns, controls or has obtained the rights, licences, permissions, releases and consents reasonably necessary for StudioVerse and the assigned studio or artist to use Client Materials as instructed.

This includes, where applicable, rights relating to:

• copyright;
• trademarks;
• photographs and footage;
• music and audio;
• names and likenesses;
• testimonials;
• user-generated content; and
• other third-party intellectual property.

StudioVerse is not responsible for claims resulting from Client Materials that the Client did not have authority to provide or authorize for use.

22.Advertising Claims and Client Instructions

The Client is responsible for the accuracy, substantiation and legality of claims, representations and information supplied or approved by the Client for inclusion in a deliverable.

This may include:

• product claims;
• pricing;
• promotional offers;
• performance claims;
• testimonials;
• comparative claims;
• health or wellness claims;
• financial claims; and
• other factual representations concerning the Client's products or services.

StudioVerse may refuse or request modification of content that we reasonably believe may violate law, third-party rights or platform policies.

StudioVerse's acceptance or production of Client-provided claims does not constitute legal, regulatory or advertising-compliance advice.

23.Ownership and Commercial Rights in Final Deliverables

Upon full payment and final approval of a paid Client order, the Client receives the transferable rights held by StudioVerse and the assigned studio or artist in the custom final deliverable, subject to:

• Client Materials;
• pre-existing intellectual property;
• third-party licensed materials;
• stock assets;
• music;
• fonts;
• software;
• AI-generated or AI-assisted materials;
• platform technology; and
• other components governed by separate rights or licence terms.

To the extent ownership of custom original elements can legally be transferred, StudioVerse will provide the Client with the commercial rights necessary to use the final deliverable for the Client's business and marketing purposes.

Third-party or licensed components remain subject to their applicable licence terms.

Nothing in this section prevents StudioVerse from exercising the limited portfolio licence granted under Section 25.

24.Free Sample Orders

StudioVerse may offer Free Samples, subject to the eligibility rules shown with the offer, such as a limit of one Free Sample per Client.

A Free Sample is delivered as a protected preview, which may be watermarked.

The Client receives the rights described in Section 23 in the clean, final Free Sample Deliverable only after it has been unlocked by payment or Credits as stated in the offer. Until then, the Client may use the preview only to evaluate StudioVerse, and all rights in the Deliverable remain with Hexaverse AI Inc. under Section 40.

Free Samples are produced on a reasonable-efforts basis and do not carry the SLA protection in Section 16 unless the offer states otherwise.

The portfolio licence in Section 25 applies to Free Samples in the same way as to paid Orders.

25.Limited Portfolio Licence to StudioVerse

By placing an order through StudioVerse, the Client grants Hexaverse AI Inc., operating as StudioVerse, a non-exclusive, worldwide, royalty-free licence to reproduce, process and display protected previews of completed deliverables within StudioVerse for:

• StudioVerse portfolios;
• studio and artist profiles, including public profile pages on the StudioVerse website;
• creator evaluation;
• marketplace demonstration; and
• showcasing work completed through StudioVerse.

StudioVerse may display these previews to visitors of the StudioVerse website and to registered, signed-in or otherwise authorized StudioVerse users, including prospective clients evaluating studios and artists.

Using a deliverable outside StudioVerse to promote StudioVerse, such as in paid advertising, social-media posts, case studies or sales materials, requires the Client's consent, given in writing or through a setting in the platform.

This licence continues until the Client requests removal under Client Removal Requests below, or the project is treated as confidential under Confidential Projects below.

Protected Portfolio Versions

StudioVerse may protect portfolio versions by:

• applying visible watermarks;
• applying persistent, dynamic or moving watermarks;
• adding "StudioVerse Preview" or similar identification;
• reducing video resolution;
• shortening or excerpting the deliverable;
• disabling downloads;
• limiting access to registered users; or
• applying other reasonable technical safeguards.

The protected portfolio copy is separate from the clean final deliverable supplied to the Client.

Studio and Artist Profiles

StudioVerse may permit the studio or artist responsible for producing a Client deliverable to display a protected version of that deliverable on their StudioVerse profile or portfolio.

This permission:

• is limited to the StudioVerse platform;
• does not transfer ownership to the studio or artist;
• does not restore any independent reuse rights;
• may be revoked by StudioVerse at any time; and
• remains subject to the Client protections described below.

Studios and artists may not use this portfolio permission to independently publish Client work on external websites, social-media accounts, advertising channels, third-party marketplaces or external portfolios.

Client Removal Requests

A Client may request removal of a deliverable from StudioVerse portfolio displays by contacting info@studioverse.io.

StudioVerse will process reasonable removal requests within a reasonable period.

Removal from a portfolio does not affect ownership of the final deliverable, and does not require StudioVerse to recall copies already shown or distributed with the Client's consent before removal.

Confidential Projects

StudioVerse will not knowingly display a deliverable where:

• the Client identified the project as confidential in writing before production;
• an applicable NDA accepted by StudioVerse prohibits the display; or
• StudioVerse separately agreed in writing that the project would not be used for portfolio purposes.

Clients requiring strict confidentiality should communicate that requirement before production begins.

26.AI-Assisted and Third-Party Content

StudioVerse studios and artists may use artificial-intelligence tools, professional editing software, licensed stock materials and other third-party technologies in producing deliverables.

The Client acknowledges that:

• some elements may be AI-generated or AI-assisted;
• some incorporated materials may be licensed rather than owned;
• third-party tools and assets may be subject to separate terms;
• copyright or exclusivity in certain AI-generated materials may vary by jurisdiction; and
• StudioVerse cannot guarantee that every AI-generated element will be eligible for copyright protection or exclusive ownership.

StudioVerse and its studios must nevertheless use commercially reasonable efforts to ensure that third-party assets are used consistently with applicable licence rights.

27.Nature of Engagement

Unless a separate signed agreement expressly states otherwise, studios, Studio Managers and artists participating in StudioVerse operate as independent businesses or independent contributors on a project basis.

Participation in StudioVerse does not, by itself, create an employment, partnership, agency or joint-venture relationship with Hexaverse AI Inc.

Studios and artists decide how, when and where they perform their work, use their own equipment and tools, and are free to work for others, subject to the confidentiality and non-circumvention obligations in these Terms. StudioVerse sets the quality, delivery and security standards that deliverables and platform use must meet, but does not direct the manner in which the work is performed.

Studios and artists are responsible for their own taxes, including income tax and, where applicable, GST/HST registration and remittance, and for their own business registrations, insurance and benefits. StudioVerse does not withhold taxes or provide employment benefits, except where required by law.

Nothing in these Terms authorizes a studio or artist to bind StudioVerse or to present themselves as an employee or agent of StudioVerse.

No minimum volume, frequency or value of projects is guaranteed.

Different arrangements may apply to franchised, joint-venture, managed or other studio models where governed by a separate signed Studio Schedule or agreement.

28.Studio Personnel and Subcontractors

Each Studio is responsible for the Artists, assistants and subcontractors it engages, and for their compliance with these Terms.

Before anyone works on a Client Deliverable, the Studio must ensure that person has agreed in writing to assign the intellectual property rights and waive the moral rights described in Section 40, and to keep Client information confidential.

A Studio may not subcontract Client work to anyone outside StudioVerse without StudioVerse's prior written approval.

On request, a Studio must confirm that these agreements are in place.

29.Studio Manager Responsibilities

Studio Managers are responsible for the operation and performance of their studios, including, as applicable:

Hiring and Candidate Evaluation

Recruiting and evaluating artists and confirming their ability to meet StudioVerse quality and delivery requirements.

Onboarding

Ensuring participating artists understand applicable StudioVerse workflows, tools, quality requirements and Terms.

Artist Management

Managing workloads, assignments, feedback and artist performance.

Coaching and Mentoring

Supporting improvement in quality, speed and professionalism.

Project Management and Delivery

Managing projects from assignment through delivery and ensuring work meets applicable deadlines and approved scopes.

Client Management

Managing communications, expectations, revisions and client satisfaction where assigned that responsibility.

Studio Finances

Managing studio budgets, costs and available funding, including funding for sample projects where applicable.

Reporting and Escalation

Promptly escalating circumstances that may threaten a delivery, client relationship, payment or platform integrity.

Material failure to perform these responsibilities may result in project reassignment, reduced project routing, suspension or termination.

30.Assignment, Reallocation and Splitting of Work

StudioVerse may assign, reassign, split or transfer projects between artists or studios when reasonably necessary to:

• meet deadlines;
• balance workloads;
• match skills;
• protect quality; or
• serve Client requirements.

Artists and studios must reasonably cooperate with project transfers and provide relevant project materials.

Intentionally deleting, withholding, damaging or refusing to provide project materials following an authorized reassignment constitutes a material breach.

31.Deadlines and Failure to Deliver

Artists and studios must use commercially reasonable efforts to meet confirmed project deadlines.

If an artist or studio anticipates a delay, it must notify StudioVerse sufficiently early to allow reasonable mitigation or reassignment.

Failure to deliver without reasonable notice may result in:

• reassignment;
• non-payment for incomplete or non-compliant work;
• reduced project routing;
• suspension; or
• termination.

32.SLAs, Studio Payments and Client Refunds

Client projects may carry SLAs based on the confirmed deadline and approved scope.

Where a studio or artist materially fails an applicable SLA for reasons attributable to them and StudioVerse is required to refund the Client, StudioVerse may withhold the corresponding studio or artist fee for the affected work, subject to any separate written agreement.

Where the SLA is met, payment is generally released following Client approval in accordance with the applicable project terms.

33.Studio Payments, Payout Terms and Set-off

StudioVerse pays Studios and Artists for completed work through the platform's payout system, in the amounts, currency and timing set out in the applicable project terms, Studio Schedule or the payout terms published in the platform.

StudioVerse will notify affected Studios and Artists in the platform before a change to the payout terms applies to them.

If a Client payment for work that has already been paid out is refunded, reversed or charged back because of a Studio's or Artist's breach, missed SLA or non-compliant work, StudioVerse may recover that payout by deducting it from future payouts or by requesting repayment. Reversals that are not caused by the Studio or Artist are borne by StudioVerse.

Studios and Artists must keep their payout and tax details accurate. StudioVerse is not responsible for delays caused by incorrect details.

34.Uploading Videos and Files

Required project videos, deliverables and files must be uploaded through the StudioVerse platform or another method expressly approved by StudioVerse.

Studios and artists must not intentionally bypass required StudioVerse project records or delivery workflows.

35.Internal Videos and StudioVerse Branding

Internal StudioVerse videos must be uploaded to the applicable studio or project as directed by StudioVerse.

Where required, internal videos must include StudioVerse branding or a StudioVerse watermark using the correct capitalization: StudioVerse.

36.Payment Currency

Internal video payments are generally made in CAD.

Client-project payments may be denominated in USD, CAD or another currency expressly supported by StudioVerse.

Applicable currency and compensation may be specified for each project or Studio Schedule.

37.Internal Video Compensation

Where StudioVerse offers performance-based compensation for internal videos, the applicable compensation method will be communicated to the participating studio or artist.

StudioVerse may update compensation programs prospectively with reasonable notice.

No bonus is owed unless expressly offered for the applicable project or program.

38.Free Sample Projects

StudioVerse may offer free samples to prospective clients.

Studio Directors or Studio Managers may assign approved free-sample projects in accordance with platform rules.

Unless StudioVerse expressly guarantees compensation for a specific sample project, artist compensation for such work may depend on the responsible studio's approved budget or applicable studio arrangement.

Studio Managers are responsible for confirming that appropriate resources exist before assigning work for which their studio is responsible for compensation.

39.Raw Project Files and Assets

Studios and artists must retain the source and project materials reasonably necessary to complete and support active Client projects.

These may include:

• project files;
• source footage;
• generated assets;
• source images;
• licensed assets;
• voiceovers;
• music information; and
• other production materials.

Upon reasonable request, relevant project files must be provided to StudioVerse where necessary for project completion, revision, reassignment, Client delivery, dispute resolution or compliance.

Studios and artists should not intentionally delete necessary project files while an active project or applicable retention requirement remains outstanding.

40.Ownership and Assignment of Client Work

Client projects are commissioned for the applicable StudioVerse Client.

To the extent permitted by law, studios and artists hereby assign to Hexaverse AI Inc., as they are created, all transferable intellectual property rights in the deliverables they create for an Order, including Free Samples, so that StudioVerse can provide the agreed commercial rights to the Client.

Where applicable and permitted by law, artists waive, and studios must obtain from their personnel a waiver of, moral rights in custom Client deliverables to the extent reasonably necessary for the Client and StudioVerse to edit, adapt, use and exploit the deliverable as contemplated by the applicable order.

Pre-existing tools, templates, methods and intellectual property owned by a studio or artist before the project remain theirs unless separately agreed.

Where such pre-existing materials are incorporated into a final deliverable, the studio or artist grants the rights reasonably necessary for StudioVerse and the Client to use the final deliverable for its intended commercial purpose.

Studios and artists may not sell, license, distribute, publish or otherwise independently reuse Client deliverables except as expressly permitted below.

41.StudioVerse Portfolio Permission

StudioVerse may authorize the studio or artist responsible for a Client deliverable to display a protected preview of that deliverable within their StudioVerse profile.

This authorization:

• applies only within StudioVerse;
• is for portfolio and marketplace-evaluation purposes;
• does not transfer ownership;
• does not create external publication rights;
• may be limited to signed-in or authorized StudioVerse users;
• may require a visible, persistent, dynamic or moving StudioVerse watermark;
• may include download or access restrictions; and
• may be withdrawn at any time.

A studio or artist may not independently:

• download a protected portfolio copy for reuse;
• remove or obscure its watermark;
• publish it on Instagram, TikTok, YouTube or other social media;
• publish it on an external website;
• include it in an external portfolio or reel;
• run it as an advertisement;
• resell or sublicense it;
• distribute it to another client; or
• otherwise exploit it outside StudioVerse,

unless the applicable Client and/or StudioVerse has separately provided written authorization.

Only StudioVerse may determine whether Client work is eligible for in-platform portfolio display.

Studios and artists must not upload Client work to their StudioVerse portfolio independently unless StudioVerse has authorized the applicable display.

42.Watermark and Access Protection

Studios and artists may not remove, obscure, modify, bypass or attempt to defeat:

• StudioVerse watermarks;
• dynamic or moving watermarks;
• download restrictions;
• account-access restrictions;
• portfolio access controls; or
• other technical safeguards applied by StudioVerse.

Attempting to circumvent these protections may result in immediate suspension or termination.

43.Third-Party Assets and AI Tools

Studios and artists are responsible for using third-party assets, AI tools, stock media, music, fonts, voice technology and other production resources in accordance with applicable licences and StudioVerse requirements.

Studios and artists must not knowingly incorporate unauthorized copyrighted materials or other third-party content into Client deliverables.

Upon request, studios and artists must reasonably identify material third-party assets or tools used in a deliverable where such information is necessary to determine usage rights.

44.Confidentiality for Studios and Artists

Studios and artists must protect non-public Client information obtained through StudioVerse.

Client Materials, unreleased campaigns, product information, business information and project files must not be disclosed or used outside the applicable StudioVerse project except as expressly permitted by these Terms.

Confidential Client work must not be used for portfolio purposes unless authorized under Section 25 and Section 41.

45.Confidential Information

Users may receive non-public business, product, campaign, customer, technical or commercial information through StudioVerse.

Recipients must use confidential information only as necessary to perform or receive services through StudioVerse and must not disclose it except to persons who reasonably need access for that purpose.

Confidential information does not include information that:

• is publicly available without breach of these Terms;
• was lawfully known to the recipient without confidentiality restrictions;
• is independently developed without use of the confidential information; or
• must be disclosed by law.

Separate NDAs may supplement this section.

46.Non-Circumvention

Where a Client, artist or studio relationship was introduced or materially facilitated through StudioVerse, users must not, during that relationship and for 24 months after the last Order or project between them through StudioVerse, intentionally move work for that relationship off StudioVerse to avoid applicable platform fees, contractual obligations or marketplace rules.

A user who breaches this section must pay StudioVerse a fee equal to the greater of US$2,500 and 15% of the amounts paid between the parties outside StudioVerse during the first 12 months of that off-platform work, and StudioVerse may suspend or close the accounts involved.

A Client that wants to work with a Studio or artist directly before that period ends may do so by paying a conversion fee agreed in writing with StudioVerse.

Any more specific non-circumvention or non-solicitation obligations contained in an applicable Studio Schedule or separate written agreement will also apply.

47.No Guarantee of Marketing Results

StudioVerse provides creative production services.

Unless expressly agreed in writing, StudioVerse does not guarantee any particular:

• views;
• impressions;
• engagement;
• clicks;
• leads;
• conversions;
• sales;
• revenue;
• return on advertising spend; or
• other marketing outcome.

Creative performance depends on many circumstances outside StudioVerse's control.

48.Disclaimer of Warranties

To the maximum extent permitted by applicable law, StudioVerse and its services are provided on an "as available" basis.

StudioVerse does not warrant uninterrupted or error-free platform operation or that every deliverable will produce a particular commercial outcome.

Nothing in these Terms excludes warranties or statutory rights that cannot legally be excluded.

49.Limitation of Liability

To the maximum extent permitted by applicable law, Hexaverse AI Inc. and its directors, officers, employees and affiliates will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunities or loss of data arising from use of StudioVerse.

To the maximum extent permitted by applicable law, Hexaverse AI Inc.'s aggregate liability arising from a particular Client order will not exceed the amount paid by the Client to StudioVerse for the order giving rise to the claim.

For claims by a studio or artist, Hexaverse AI Inc.'s aggregate liability will not exceed the fees StudioVerse paid to that studio or artist during the twelve months preceding the event giving rise to the claim.

For any other claim, Hexaverse AI Inc.'s aggregate liability will not exceed the greater of the amounts paid by the claimant to StudioVerse during the six months preceding the event giving rise to the claim and CAD $100.

These limitations do not apply to liability for fraud or wilful misconduct, or where liability cannot legally be limited or excluded.

50.Indemnification

A user agrees to indemnify and hold harmless Hexaverse AI Inc. and its directors, officers and employees from third-party claims, losses, liabilities and reasonable costs arising from:

• materials supplied by that user;
• that user's infringement of third-party rights;
• that user's unlawful use of StudioVerse;
• that user's material breach of these Terms; or
• claims or representations supplied or directed by that user.

StudioVerse will notify the user of the claim and allow the user to participate in the defence at its own cost.

This section applies only to the extent permitted by applicable law.

51.Intellectual Property Protection for Clients

Hexaverse AI Inc. will defend a Client against a third-party claim alleging that a final Deliverable, as delivered through StudioVerse and used as permitted by these Terms, infringes that third party's copyright or trademark, and will pay the damages and costs finally awarded against the Client on that claim.

This protection does not apply to claims arising from:

• Client Materials;
• Client instructions, claims or representations;
• changes made to the Deliverable by or for the Client after delivery;
• combining the Deliverable with other content;
• use outside the purpose agreed for the Order; or
• whether an AI-generated element is eligible for copyright protection.

The Client must promptly notify StudioVerse of the claim, let StudioVerse control the defence and any settlement, and reasonably cooperate.

If a Deliverable is or may become subject to a claim, StudioVerse may modify or replace it, or refund the amount paid for it.

This section states StudioVerse's entire obligation for third-party infringement claims and is subject to Section 49.

52.Suspension and Termination

StudioVerse may suspend or terminate an account or participation in the platform where reasonably necessary because of:

• material breach of these Terms;
• fraud or suspected fraud;
• repeated failure to deliver;
• non-payment;
• misuse of Client content;
• infringement;
• circumvention of platform safeguards;
• security concerns;
• abusive conduct; or
• material legal or reputational risk.

Where reasonably practicable, StudioVerse may provide notice and an opportunity to remedy a breach.

You may close your account at any time by contacting info@studioverse.io. Closing an account does not cancel Orders already in production, which remain governed by these Terms until completed or cancelled.

On closure or termination, unused purchased Credits are handled as described in Section 19, and deliverables remain available as described in Section 53.

Termination does not eliminate obligations that accrued before termination, including payment, confidentiality, intellectual-property and indemnification obligations (see Section 61).

53.Storage of Deliverables and Files

StudioVerse makes final Deliverables available for download from the Client's account, but StudioVerse is not a permanent archive. Clients should keep their own copies.

After an account is closed, StudioVerse may delete its Deliverables, Client Materials and project files after 30 days, except where they must be kept for legal, accounting, dispute or security reasons, or as protected portfolio previews under Section 25.

Personal information is handled under the StudioVerse Privacy Policy.

54.Events Beyond Reasonable Control

Neither StudioVerse nor any User is responsible for a delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, failures of utilities, internet or hosting providers, or outages of third-party AI and software services.

This does not excuse an obligation to pay amounts already owed. The affected party must notify the other promptly and use reasonable efforts to resume performance.

55.Assignment of These Terms

StudioVerse may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization or sale of assets, by notice to Users.

Users may not assign or transfer their rights or obligations under these Terms without StudioVerse's prior written consent.

56.Notices and Electronic Communications

You agree to receive agreements, notices, receipts and other communications from StudioVerse electronically, including by email and in the platform. Electronic communications satisfy any legal requirement that a communication be in writing.

StudioVerse sends notices to the email address on your account, and they are treated as received when sent. You are responsible for keeping that address current.

Notices to StudioVerse must be sent to info@studioverse.io and are treated as received on the next business day in Ontario.

57.Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Before starting a claim, the parties will try in good faith to resolve a dispute by notifying each other in writing and allowing 30 days for resolution, except where urgent injunctive relief is needed.

Subject to any mandatory rights under applicable law, disputes arising from these Terms or use of StudioVerse will be subject to the courts located in Ontario, Canada.

Nothing in these Terms limits any non-waivable rights available to a consumer under applicable consumer-protection law.

58.Language

These Terms are written in English. If StudioVerse provides a translation, the English version controls to the extent permitted by applicable law.

59.Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

60.No Waiver

Failure by StudioVerse to enforce a provision of these Terms does not constitute a waiver of that provision or any other right.

61.Survival

Provisions that by their nature should continue after termination or account closure survive it, including those on amounts owed, intellectual property and ownership, portfolio licences already granted, confidentiality, non-circumvention, limitation of liability, indemnification, governing law and this section.

62.Entire Agreement

These Terms, together with the applicable SoW, approved order details, Studio Schedule, Privacy Policy and any separate written agreement expressly incorporated into the relationship, constitute the agreement governing the applicable StudioVerse services.

If a signed separate agreement expressly conflicts with these Terms, the signed agreement controls with respect to that conflict.

63.Contact Us

Questions about these Terms & Conditions may be sent to: