Standard terms

1. Agreement Framework

1.1 Statements of Work

Bossity will provide only the services stated in a proposal, statement of work, or similar document that refers to these Terms and is signed by both Parties (each, an "SOW"). Neither Party is required to enter another SOW, and these Terms do not guarantee any minimum purchase, project, or term. Each SOW is a separate project and, together with these Terms, a separate agreement between the Parties.

1.2 Key Terms

An "Authorized Representative" is the person an SOW identifies as authorized to approve scope, fees, schedule changes, and Deliverables, subject to any change-approval limit in that SOW. "Services" are the services stated in an SOW. "Deliverables" are the outputs identified in an SOW; "Final Deliverables" are the accepted final versions in the specified formats. "Client Materials" are materials, information, claims, credentials, and instructions Client supplies. "Bossity Materials" are Bossity's pre-existing or independently developed tools, templates, methods, workflows, know-how, software, prompts, presets, and reusable components. "Raw/Source Files" are unselected source footage, unedited photographs or audio, editable or native project files, working files, outtakes, drafts, and unused concepts, excluding Final Deliverables. "Third-Party Materials" are materials or services owned or controlled by someone other than the Parties that Bossity selects or supplies, excluding Client Materials.

1.3 Precedence and Changes

An SOW overrides these Terms only if it identifies the specific provision being replaced and states the replacement term. Otherwise, these Terms control. A purchase order, vendor portal, invoice instruction, email footer, or similar administrative document does not amend the agreement.

The Authorized Representatives may approve a project change in writing, including by email, if the approval states the changed scope, fee, and schedule. A change to these Terms as they apply to an SOW, ownership rights, liability terms, or an SOW's project term or cancellation charge must be signed by both Parties.

1.4 Versions and Other Agreements

Each version of these Terms states its version date. An SOW is governed by the version in effect on the date Client signs it, unless the SOW names a different version. Bossity may publish a new version for future SOWs. A new version does not change a signed SOW unless both Parties sign the change. Bossity will provide a copy of any version on request.

If Client and Bossity have a signed master services agreement in effect, that agreement governs every SOW with Client, and these Terms do not apply unless the Parties sign a document that replaces that agreement with these Terms.

2. Services and Project Administration

2.1 Performance and Client Responsibilities

Bossity will perform the Services professionally and in material conformity with the applicable SOW. Creative work involves judgment, and Bossity retains reasonable discretion over its methods and creative execution within the approved brief, specifications, and brand requirements.

Client will appoint one Authorized Representative and timely provide complete, accurate, technically usable, and rights-cleared Client Materials; access to relevant people, locations, systems, and accounts; decisions and approvals; and one consolidated set of feedback per review round. Bossity may rely on the Authorized Representative's instructions and approvals.

A Client or Client-controlled delay extends affected dates by at least the delay period. Bossity need not compress later work or displace other clients to recover lost time. A delay that changes cost, availability, or the approved approach requires a written project change. Bossity may pause work that is unsafe, unlawful, or materially inconsistent with the SOW.

2.2 Review, Revisions, and Acceptance

The SOW states the included revision rounds and review period. A revision round is one consolidated set of feedback that does not change the approved concept, strategy, source material, format, quantity, or intended use. Correcting a material failure to meet an objective SOW requirement does not consume a revision round.

Unless the SOW states otherwise, Client has five calendar days after final delivery to accept a Deliverable or identify in writing a specific material failure to meet the SOW. A Deliverable is accepted upon written approval, publication or commercial use, or expiration of that period without a valid notice. Bossity will reasonably correct a valid nonconformity. New preferences, changed direction, additional versions, replacement materials, and requests after included revisions are additional Services requiring written approval of scope, fee, and schedule.

3. Fees, Expenses, and Suspension

Client will pay the fees and approved expenses on the dates stated in each SOW. Payment is not contingent on publication, platform performance, business results, Client's receipt of funds from another person, or subjective satisfaction.

Client must identify a good-faith invoice dispute in writing within five calendar days after receipt and timely pay the undisputed amount. The Parties will promptly address the disputed portion. If an undisputed amount remains unpaid five calendar days after Bossity gives written notice, Bossity may suspend work, withhold unpaid final files, pause conditional licenses, and release reserved dates. Resulting schedule impacts are Client delays. Suspension does not waive payment obligations.

Client will reimburse only expenses and third-party commitments approved in the SOW or later in writing. Bossity may require advance funding before committing to talent, locations, travel, licenses, vendors, or special equipment. Approved noncancelable commitments remain payable if Client changes or cancels the work. Fees exclude transaction taxes, if any, other than taxes on Bossity's net income.

4. Duration, Cancellation, and Ending Work

These Terms govern each SOW until it is completed or terminated.

Either Party may terminate an SOW for a material breach that remains uncured 10 calendar days after written notice describing the breach. A Party may terminate immediately for fraud, willful misconduct, insolvency, or a material misuse of Confidential Information or intellectual property that cannot reasonably be cured. Convenience cancellation is available only when the SOW states the notice and financial consequences.

At the end of an SOW, Client will pay accrued fees, approved expenses, noncancelable commitments, and any valid cancellation charge. Bossity will deliver completed, paid Final Deliverables and refund prepaid professional fees for Services not performed, excluding nonrefundable amounts expressly stated in the SOW. Each Party will remove account access and return or delete the other's Confidential Information as required below.

Neither Party is liable for delay caused by an event beyond its reasonable control if it promptly gives notice, reasonably mitigates, and resumes when feasible. Accrued payment obligations and approved noncancelable commitments remain due. If material performance is prevented for more than 30 consecutive days, either Party may terminate the prevented portion without a convenience-cancellation charge, and Bossity will refund or credit prepaid professional fees for that unperformed portion.

5. Confidentiality, Security, and AI

"Confidential Information" means nonpublic information that is marked confidential or reasonably should be understood as confidential, including pricing, plans, unreleased content, personal information, credentials, security information, and trade secrets. It excludes information the receiving Party can document was lawfully known without restriction, becomes public without breach, is lawfully received from another source without a duty, or is independently developed without using the Confidential Information.

The receiving Party will use Confidential Information only for the Services, protect it with reasonable care, and disclose it only to personnel, advisers, subcontractors, and service providers who need it for the Services and are bound to protect it. A legally required disclosure is permitted if the receiving Party, when lawful, gives prompt notice and reasonable assistance. These obligations also cover Confidential Information exchanged while the Parties discuss a possible SOW. These obligations continue for three years after disclosure; trade secrets remain protected while they qualify as trade secrets.

On request or when no active SOW requires it, the receiving Party will reasonably return or delete Confidential Information, except secure legal, accounting, and routine backup copies that remain protected and are not used for another purpose.

Each Party will use reasonable safeguards for credentials and project materials and promptly notify the other of a reasonably suspected material compromise affecting them. Client will not provide regulated or sensitive personal data unless the Parties first agree in writing on the necessary privacy and security terms.

Bossity may use AI-assisted tools for ideation, transcription, organization, captioning, cleanup, and editing, subject to human review. Bossity will not knowingly submit Client's Confidential Information, credentials, or identifiable private footage to a service that may use it for shared model training in a form that identifies Client or any person, without Client's written approval. Bossity will disclose any material generative element intended to appear in a Final Deliverable. Neither Party may use the other's materials to train a model without written consent or create a material synthetic replica of a person's voice or likeness without appropriate permission.

6. Ownership and Licenses

6.1 Client Materials

Client retains its rights in Client Materials and grants Bossity a nonexclusive license to use, reproduce, modify, and provide them to those performing the Services for Bossity solely for the Services. Client is responsible for having the rights and authority needed for the approved use.

6.2 Final Deliverables and Bossity Materials

Upon full payment of the professional fees allocated to a Final Deliverable—or, if not separately allocated, the professional fees for the milestone or service period that produced it, and if neither is identified, all professional fees under the applicable SOW—Bossity hereby assigns to Client all of Bossity's right, title, and interest, including copyright, in that Final Deliverable. The assignment excludes Client Materials, Bossity Materials, Third-Party Materials, and Raw/Source Files unless the SOW expressly includes them. Before ownership transfers, Client may use drafts and Deliverables only for internal review unless Bossity approves another use in writing.

Bossity retains all rights in Bossity Materials. If Bossity Materials are embedded in a paid Final Deliverable, Bossity grants Client a perpetual, worldwide, nonexclusive, royalty-free, transferable, and sublicensable license to use, reproduce, display, distribute, and modify them only as part of, or as reasonably necessary to use and edit, that Final Deliverable. Bossity may reuse its general skills, ideas, methods, and Bossity Materials without disclosing Client's Confidential Information or reproducing Client-owned Final Deliverables.

6.3 Raw/Source Files, Third-Party Materials, and Portfolio

As between the Parties, Bossity retains its rights in Raw/Source Files unless the SOW expressly transfers or licenses identified files. Unused concepts and drafts remain owned by Bossity. Client is responsible for downloading and backing up delivered files; any retention period stated in the SOW is a convenience, not an archival service.

Third-Party Materials remain subject to their license terms and are not assigned. Bossity will identify material restrictions it knows apply to the intended use. Client may not extract or reuse Third-Party Materials outside the Final Deliverable or exceed a disclosed license.

After Client publicly releases a Final Deliverable, Bossity may display that public Final Deliverable and identify Client in Bossity's portfolio unless the SOW states an embargo or opt-out. Bossity may not disclose nonpublic results, confidential information, or a detailed case study without Client's written approval.

Bossity will reasonably sign documents needed to confirm an assignment under this section, at Client's expense for substantial assistance requested after delivery.

7. Warranties and Client Compliance

Each Party represents that it has authority to enter each SOW. Bossity warrants that the Services will be performed professionally and that, to its knowledge, the original expressive portions of paid Final Deliverables created specifically for Client by Bossity or those performing the Services for Bossity will not infringe another person's United States copyright when used as delivered within the agreed scope. For a correctable breach, Bossity's first obligation is to correct, replace, or reperform the affected work.

Client warrants that its Client Materials, instructions, claims, and intended uses are lawful and properly authorized. Unless an SOW states otherwise, Client is responsible for permissions involving Client Materials, its trademarks, and people, locations, or property it supplies or controls; Bossity is responsible for licenses and releases for Third-Party Materials or personnel it selects and includes in the approved fee. Client is responsible for the accuracy, substantiation, and final approval of factual, product, service, employment, testimonial, endorsement, comparative, and similar claims and legally required disclosures. Bossity will implement disclosure language supplied or approved by Client but does not provide legal or regulatory advice.

Bossity does not guarantee reach, engagement, followers, leads, conversions, sales, revenue, rankings, press, virality, platform availability, algorithmic treatment, or any other marketing or business result.

8. Third-Party Claims and Liability

Bossity will defend Client from a third-party claim, and indemnify Client for resulting damages and reasonable defense costs, to the extent the claim alleges that original content created specifically for Client by Bossity or those performing the Services for Bossity in a paid Final Deliverable infringes United States copyright when used as delivered within the agreed scope, that Bossity failed to obtain a license or release expressly assigned to it, or that bodily injury or tangible property damage was caused by Bossity's negligence during on-site work. Client will provide the same protection to Bossity for third-party claims arising from Client Materials, Client's claims or instructions, permissions assigned to Client, Client's products or services as represented or promoted through the Services, or Client's modification or use outside the agreed scope. Neither Party is responsible to the extent a claim was caused by the other Party. The protected Party must give prompt notice and reasonable cooperation; the protecting Party controls the defense and may not settle in a way that admits fault by or imposes obligations on the protected Party without consent, which consent will not be unreasonably withheld.

Neither Party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, opportunity, or goodwill. Reasonable direct costs to restore or recreate lost project files are not excluded by this sentence. Except below, each Party's aggregate liability arising from one or more related SOWs will not exceed the professional fees paid or payable under the affected SOWs. For liability not tied to an SOW, the applicable cap is the greater of $10,000 and the professional fees paid or payable under all SOWs between the Parties during the 12 months before the event giving rise to the claim. Liability for a Party's confidentiality breach and its obligations in the preceding paragraph will not exceed two times the applicable cap. No limitation applies to Client's payment obligations, a Party's fraud, gross negligence, willful misconduct, knowing or willful unauthorized use of the other Party's intellectual property, or liability that applicable law does not permit the Parties to limit.

9. Relationship and General Terms

Bossity is an independent contractor, not Client's employee, agent, partner, joint venturer, or fiduciary, and neither Party may bind the other. Bossity may use qualified personnel and subcontractors while remaining responsible for their work and requiring appropriate confidentiality and rights-transfer obligations. The relationship is nonexclusive; each Party may work with others, including in similar industries, while protecting the other Party's Confidential Information and intellectual property.

Before filing a non-urgent claim, the complaining Party will give written notice and the Authorized Representatives for the affected SOW—or, for a claim not tied to an SOW, the persons who signed the Parties' most recent SOW—will attempt in good faith to resolve the dispute for 10 calendar days. This does not delay undisputed payment, urgent relief, or a statutory deadline. California law governs. The state courts in San Diego County and, when it has jurisdiction, the United States District Court for the Southern District of California have exclusive jurisdiction, and each Party consents to venue there. Except when a statute or court rule requires otherwise, each Party bears its own legal fees.

Legal notices may be sent to the notice email each Party names in the SOW, as updated in a later signed SOW, or, if none is named, to the email address of the person who signed the SOW for that Party. Notices are effective when sent if the sender receives no automated delivery-failure notice. Neither Party may assign an SOW without the other's written consent, except to a successor in a merger, reorganization, or sale of substantially all relevant assets that assumes the obligations in writing.

These Terms, signed SOWs, authorized written project changes, and signed amendments are the entire agreement about the Services and supersede prior discussions and unsigned proposals. A waiver must be written and applies only to the stated instance. If a provision is unenforceable, it will be narrowed or severed and the remainder will continue. The Parties may sign electronically and in counterparts. Provisions concerning payment, confidentiality, ownership, warranties, claims, liability, and disputes survive as needed to give them effect.