合作關係背後的 條款約定。

In plain English

Before the formal text, here's the gist. The full clauses below are the controlling version — but this is the spirit:

Acceptance & eligibility

By accessing or using handsome.studio, you agree to these Terms. If you don't agree, please don't use the website.

To enter a Studio Engagement (defined below) you must be at least 18 years old and have the legal authority to bind the company you represent.

Definitions

Use of the website

You may use this website for lawful purposes — browsing our work, reading the Journal, submitting briefs, and contacting us. You may not:

• Reverse engineer, scrape, or systematically download the website's content for AI training purposes
• Misrepresent your identity or impersonate any person or entity
• Interfere with the website's operation or attempt to circumvent any security measures
• Use the website to transmit malicious code, spam, or unlawful content
• Reproduce our case studies or article content without our written permission

We may suspend or revoke access for any user who breaches these terms.

Studio engagements & SOW

This website is not, by itself, a binding offer. Production engagements between you and the Studio are formed only by a signed SOW. To the extent the SOW conflicts with these Terms, the SOW controls for that engagement.

A typical SOW includes:

• Scope, deliverables, and timeline
• Fees and payment milestones (typically 50% on signing / 25% at picture lock / 25% on delivery)
• Number of revision rounds and creative routes
• Music licensing scope (library vs. sync vs. original)
• Talent likeness and release requirements, if any
• Project-specific confidentiality and exclusivity terms

Changes to the SOW require written agreement from both parties — typically a short Change Order memo.

Fees, invoicing, taxes

Fees are stated in your SOW in USD or CNY. Invoices are payable Net-30 from the date of issue unless otherwise specified.

Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend work on overdue accounts after 14 days written notice.

All fees are exclusive of withholding tax, VAT, GST, or similar — you are responsible for any applicable taxes. Where withholding applies, you'll gross up payments so the Studio receives the contracted amount.

Deposits are non-refundable once production has commenced. Pre-production work that has been delivered (storyboards, creative routes, style frames) cannot be unwound — fees attributable to that work remain payable on early termination.

Intellectual property

Client-owned materials

All Client Materials — your brand assets, references, talent likenesses, briefs — remain your property. You grant the Studio a limited licence to use them solely to deliver the Services.

Deliverables

Upon receipt of final payment, the Studio assigns to you all rights, title and interest in the Deliverables, including all copyright, on a perpetual, worldwide, royalty-free basis. This includes the AI-generated frames that make up the final commercial.

Studio IP

The Studio retains all rights in: (a) our production pipeline, tools, and infrastructure; (b) pre-existing IP and assets we created before or independently of this engagement; (c) generic visual treatments, transitions, or compositing techniques used across multiple clients.

We grant you a perpetual, worldwide, non-exclusive licence to use Studio IP solely as embedded in the Deliverables — i.e. you can use the commercial freely, but you can't extract our pipeline from it.

Portfolio rights

Unless the SOW says otherwise, the Studio may use the Deliverables for our own portfolio, case studies, and award submissions no earlier than 30 days after the public launch date, or 12 months after the SOW signing date if no public launch occurs.

AI-generated content

We use AI as a creative tool throughout production. Where AI is materially involved in generating Deliverables:

• We use enterprise-licensed models with contractual protections against your inputs being used to train upstream models
• Custom models trained on your brand assets are stored in isolated workspaces and are deleted on request 30 days after project closeout
• We indemnify Deliverables against third-party IP claims arising from the AI generation process (see Section 12)
• We comply with applicable AI-disclosure regulations and will add labels or watermarks where the SOW specifies or law requires

Confidentiality

Each party will keep the other's confidential information strictly confidential and use it only to perform under the SOW. This obligation survives termination for three years (or longer where the information is a trade secret).

Public information, information already known to the receiving party without obligation, or information independently developed without reference to the disclosing party's information is excluded.

If we are compelled to disclose information by law or regulator, we'll notify you in advance where legally permitted so you can seek a protective order.

Warranties & disclaimers

The Studio warrants that: (a) we'll perform the Services with the care and skill reasonably expected of a professional production studio; (b) Deliverables will materially conform to the SOW; and (c) to our knowledge, the Deliverables don't infringe any third-party IP rights, subject to the indemnity in Section 12.

Except for these warranties, the website and Services are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

We do not warrant that the website will be uninterrupted, error-free, or free of harmful components, or that any specific business outcome will result from your use of the Services.

Limitation of liability

To the maximum extent permitted by law:

• Cap. The Studio's total aggregate liability arising out of or relating to an engagement is capped at the fees you paid under the relevant SOW in the 12 months preceding the claim.
• Exclusions. Neither party is liable for indirect, consequential, special, punitive or exemplary damages, including loss of profits, revenue, goodwill, or data — even if advised of the possibility.
• Carve-outs. The cap and exclusions do not apply to: gross negligence or wilful misconduct; breach of confidentiality; infringement of IP rights; or indemnity obligations.

Indemnification

The Studio will defend and indemnify you against third-party claims that the Deliverables infringe valid copyright, trademark, or trade-secret rights, provided you notify us promptly, give us sole control of the defence, and reasonably cooperate.

This indemnity does not apply where the claim arises from: (a) Client Materials we used as directed by you; (b) modifications you made after delivery; (c) combination of the Deliverables with third-party material; or (d) talent likenesses, music sync, or product depictions for which you accepted express risk in the SOW.

You will defend and indemnify the Studio against claims arising from Client Materials, talent releases you obtained, or your end-use of the Deliverables outside the scope contemplated by the SOW.

Termination

Either party may terminate an SOW for material breach if the breach isn't cured within 14 days of written notice. Either party may terminate immediately for the other's insolvency, dissolution, or assignment for the benefit of creditors.

You may terminate an SOW for convenience at any time. On convenience termination, you'll pay for: (a) all work delivered to date; (b) committed third-party costs (music licensing, talent, etc.); and (c) a 15% wind-down fee to cover staffing reassignment.

Sections 6 (Fees), 7 (IP), 9 (Confidentiality), 10–12 (Warranties/Liability/Indemnity), 14 (Governing Law), and 15 (Misc) survive termination.

Governing law & disputes

These Terms are governed by the law of the People's Republic of China for engagements with the Shanghai entity, and by the law of the State of California for engagements with the California entity. The SOW will specify which entity is contracting.

The parties will first attempt to resolve any dispute through good-faith negotiation between senior management. If unresolved within 30 days, disputes will be finally settled by binding arbitration:

• For PRC engagements — China International Economic and Trade Arbitration Commission (CIETAC), Shanghai sub-commission, conducted in English.
• For California engagements — JAMS, Los Angeles, under the JAMS Streamlined Arbitration Rules.

Each party retains the right to seek injunctive relief in a court of competent jurisdiction for IP or confidentiality breaches.

Miscellaneous

Force majeure

Neither party is liable for delays caused by events outside its reasonable control (acts of God, government action, network outages, infrastructure failures). Affected timelines extend by the duration of the event.

Assignment

Neither party may assign the SOW without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all assets.

Entire agreement

These Terms and the applicable SOW constitute the entire agreement on the subject and supersede all prior negotiations, representations, or agreements, written or oral.

Severability

If any provision is held unenforceable, the remaining provisions remain in full force; the unenforceable provision will be modified to the minimum extent needed to make it enforceable.

No waiver

A failure to enforce a right is not a waiver of that right.

Notices

Formal notices must be sent in writing to legal@handsome.studio with a copy to the registered office of the contracting entity.

Contact

Questions about these Terms, an SOW, or a specific engagement: