Legal

Terms of Service

Effective: May 6, 2026 · Last updated: May 6, 2026

Important — Please Read Carefully. These Terms of Service contain a binding individual arbitration provision and a class action waiver in Section 22. By accessing or using the Studiomate platform, you agree to resolve disputes through individual arbitration and waive your right to a jury trial or to participate in a class action. You may opt out of arbitration within 30 days of first accepting these Terms by following the instructions in Section 22.

1. Introduction

These Terms of Service ("Terms") form a legally binding agreement between you and Studiomate ("Studiomate," "we," "us," or "our") governing your access to and use of the website located at studiomate.com, the Studiomate web and mobile applications, the Aura AI features, and any related services, content, tools, APIs, and communications (collectively, the "Platform" or "Service").

By creating an account, accessing the Platform, posting a job, applying for work, paying any fee, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

2. Definitions

For purposes of these Terms:

"Account" means a registered user account on the Platform, whether as a Talent, Client, or Visitor.

"Aura AI" means Studiomate's proprietary artificial intelligence features, including AI-powered talent matching, resume and portfolio analysis, AI Job Finder, and any related machine-learning tools made available through the Platform.

"Client" means a registered user that posts a Job, searches for Talent, or engages Talent through the Platform.

"Client-Facing Rate" means the hourly or project rate displayed to Clients, which includes the Talent's Set Rate plus the Studiomate Markup.

"Content" means any text, images, audio, video, code, profile information, portfolio samples, job descriptions, messages, reviews, ratings, and other materials submitted to or made available through the Service by users.

"Engagement" means any work arrangement entered into between a Talent and a Client that originates from, is facilitated by, or is connected to the Platform, including any extension, renewal, or follow-on engagement.

"Fees" means any amounts charged by Studiomate, including the Studiomate Markup, subscription fees, job posting fees, off-platform conversion fees, and any other charges set forth in these Terms or on the Platform.

"Job" means a posting created by a Client describing work the Client wishes to have performed.

"Set Rate" means the hourly or project rate that a Talent establishes in their dashboard as the rate they wish to receive.

"Studiomate Markup" means the percentage-based markup added to the Talent's Set Rate to determine the Client-Facing Rate, as described in Section 8.

"Talent" means a registered user that offers freelance, contract, or project-based services through the Platform.

"User" means any person or entity that accesses or uses the Service, including Talent, Clients, and Visitors.

"Visitor" means any person who accesses the Platform without registering an Account.

3. Eligibility and Account Registration

3.1 Eligibility

To use the Service you must be at least eighteen (18) years of age and capable of forming a legally binding contract. By registering, you represent and warrant that you meet these requirements, that all information you provide is accurate, current, and complete, and that you are not located in, or a national or resident of, any country or on any list of restricted persons that would prohibit your use of the Service under applicable export-control or sanctions law.

3.2 Account Creation

You must register an Account to access most features of the Platform. You agree to (a) provide true, accurate, current, and complete information about yourself and, where applicable, your business, (b) maintain and promptly update that information to keep it accurate, (c) maintain the security of your password and login credentials, and (d) accept responsibility for all activities that occur under your Account. You may not transfer or assign your Account to any other person without our prior written consent.

3.3 Account Suspension and Termination

We may suspend, restrict, or terminate your Account at any time, with or without notice, for any conduct that we determine, in our sole discretion, violates these Terms, applicable law, or the rights of any third party, or that is otherwise harmful to the Platform or other Users. You may close your Account at any time by following the instructions on the Platform or by contacting us at support@studiomate.com.

3.4 Identity Verification

We may, at our discretion, request government-issued identification, business documentation, banking information, or other materials to verify your identity, professional qualifications, or eligibility to use the Service. Verification is performed by us or by trusted third-party providers, and you authorize us to perform such verification.

4. Nature of the Service; No Employment Relationship

4.1 Studiomate Is a Marketplace

Studiomate operates an online marketplace that connects independent professional Talent with Clients seeking creative, technical, and production services. Studiomate is not a party to any agreement for services between a Talent and a Client. We do not perform the services posted by Clients or supplied by Talent, and we do not employ Talent. Each Engagement is a direct relationship between the Talent and the Client.

4.2 Independent Contractor Status

Talent are independent contractors, not employees, agents, partners, joint venturers, or franchisees of Studiomate. Talent are solely responsible for:

determining when, where, and how they perform services;

securing and maintaining any licenses, permits, registrations, and qualifications required to perform the services;

providing their own equipment, tools, and supplies;

paying all federal, state, local, and foreign income, self-employment, and other taxes arising from their work, and for filing all required tax returns and forms;

procuring and maintaining their own insurance, including without limitation general liability, professional liability, and workers' compensation as required by law;

complying with all applicable laws and regulations governing their work, including those related to immigration, classification, and workplace safety.

Nothing in these Terms, in any communications on the Platform, or in any Engagement creates an employment relationship between Studiomate and any User, or between a Client and a Talent absent a separate written agreement to the contrary executed by the Client and the Talent. Studiomate is not responsible for issuing tax forms (such as IRS Form 1099) on behalf of Clients to Talent. Each Client is solely responsible for determining its tax-reporting obligations to its Talent.

4.3 No Endorsement; No Guarantee of Work

We do not endorse, recommend, or guarantee the quality, safety, qualifications, or legality of any Talent, Client, Job, Engagement, or Content. We make no representation or warranty that any Client will receive applications, that any Talent will be hired, that any Engagement will be successful, or that any Talent or Client will be of a particular quality. The Platform is a venue and search tool — outcomes depend on the Users.

4.4 No Background Checks (Unless Stated)

Unless we explicitly state otherwise on a particular feature, Studiomate does not perform background checks, reference checks, credential verification, or criminal-history checks on Talent or Clients. Users are responsible for performing their own due diligence before entering into any Engagement.

5. User Conduct

You agree that you will not, and will not permit any third party to:

violate any applicable law, regulation, or third-party right (including intellectual property, privacy, publicity, and contractual rights);

post, upload, or transmit any Content that is unlawful, fraudulent, defamatory, libelous, obscene, pornographic, harassing, threatening, hateful, discriminatory, or invasive of another's privacy;

impersonate any person or entity, misrepresent your affiliation, or use a false identity;

post a Job, profile, or message containing false, misleading, or deceptive information;

include in any profile, Job, or message any contact information (email, phone, social handle, external website, payment instructions, or instructions to communicate off-platform) prior to the formation of an Engagement, except where the Platform expressly permits such information;

attempt to circumvent the Studiomate Markup, fees, or payment system, including by soliciting or accepting payment outside the Platform from another User you met through the Platform (see Section 8.6 — Off-Platform Conversion Fee);

post duplicate, low-quality, or off-topic Jobs or profiles;

use the Service for any commercial purpose other than as expressly permitted (e.g., reselling Studiomate access, scraping data for resale, building a competing product);

access, scrape, crawl, harvest, or copy data from the Platform by automated means (bots, spiders, scrapers) except as expressly permitted by our `robots.txt` file or with our prior written consent;

reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or training data of the Platform or any Aura AI feature;

introduce malware, viruses, or other harmful code to the Platform;

interfere with or disrupt the Service, servers, or networks connected to the Service, or attempt to gain unauthorized access to any portion of the Service or any User Account;

use Aura AI outputs in violation of Section 7;

use the Platform to recruit candidates for unrelated platforms, sell unrelated products or services, run pyramid schemes, or transmit unsolicited advertising or spam;

collect, store, or process personal information about other Users beyond what is necessary for an active Engagement;

engage in any activity that we determine, in our reasonable discretion, harms the Platform, other Users, or our reputation.

We reserve the right, but not the obligation, to investigate any suspected violation of this Section 5 and to take any action we deem appropriate, including removing Content, suspending or terminating Accounts, withholding payments, and cooperating with law enforcement.

6. Content; Licenses to Studiomate

6.1 Your Ownership

As between you and Studiomate, you retain ownership of all intellectual property rights in the Content you submit to the Platform.

6.2 License to Studiomate

By submitting, posting, uploading, or otherwise making any Content available on or through the Service, you grant Studiomate a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, copy, reproduce, modify, adapt, translate, create derivative works from, publish, publicly display, publicly perform, distribute, and otherwise use that Content for the purposes of (a) operating, providing, improving, and promoting the Service, (b) developing, training, evaluating, and improving Aura AI and other Studiomate machine-learning features (subject to the limitations in Section 7.3), (c) showcasing successful Engagements (in case studies, testimonials, marketing materials, and similar communications), and (d) any other purpose disclosed in our Privacy Policy. This license continues for as long as the Content is on the Platform and, with respect to backups, archives, derived works, and aggregated or de-identified data, after removal.

6.3 Your Representations About Content

You represent and warrant that (a) you own or have the necessary rights, licenses, consents, and permissions to grant the licenses in Section 6.2, (b) your Content does not and will not infringe any third party's intellectual property, privacy, publicity, or other rights, (c) any portfolio samples, work product, or testimonials you submit are your own work or are submitted with the express permission of the rights-holder, and (d) you have obtained all necessary releases from any individuals depicted in or contributing to your Content.

6.4 Feedback

If you provide suggestions, feature requests, or feedback about the Service ("Feedback"), you grant Studiomate a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose without obligation to you.

6.5 Removal

We may remove, restrict access to, or refuse to display any Content at our sole discretion, with or without notice, including for violations of these Terms or applicable law.

7. Aura AI

7.1 Description

Aura AI is a suite of artificial-intelligence features that includes, without limitation: (a) AI talent matching that ranks and recommends Talent for a Client's Job based on profile information, skills, prior Engagements, and other signals, (b) resume and portfolio analysis that parses and extracts structured information from documents and work samples that you upload, and (c) AI Job Finder that surfaces Jobs to Talent based on their profile, preferences, and behavior on the Platform.

7.2 No Decision Guarantees; Human Review Required

Aura AI outputs — including matches, rankings, recommendations, summaries, extracted attributes, and confidence scores — are probabilistic, generated on a best-efforts basis, and may contain errors, omissions, or inaccuracies. Aura AI outputs are intended to assist, not replace, human judgment.

You agree that you will not rely solely on Aura AI to make any hiring, employment, contracting, compensation, promotion, demotion, termination, or other consequential decision. A qualified human reviewer must independently evaluate any Aura AI output before any consequential action is taken. To the maximum extent permitted by law, Studiomate disclaims any liability for decisions made based on Aura AI outputs.

7.3 Use of Your Data to Improve Aura AI

You acknowledge and agree that, subject to our Privacy Policy and applicable law, we may use Content, Account information, Engagement metadata, and aggregated or de-identified usage data to train, evaluate, and improve Aura AI and other Studiomate machine-learning features. We will not use the contents of private direct messages between two Users to train generally-available models without those Users' consent or de-identification. Where required by applicable privacy law, we will provide opt-out mechanisms for the use of identifiable personal data in model training; see our Privacy Policy.

7.4 No Discrimination

We design Aura AI to surface relevant matches without unlawful discrimination. Notwithstanding our efforts, you are solely responsible for ensuring that your use of Aura AI outputs complies with all applicable employment, anti-discrimination, equal-opportunity, and fair-credit laws, including without limitation Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Equal Pay Act, the EU Artificial Intelligence Act (where applicable), New York City Local Law 144, and similar laws in your jurisdiction. Where the law requires you to perform a bias audit, provide a candidate-notice, or maintain records of automated employment decision tools, you, not Studiomate, are responsible for that compliance.

7.5 No Reverse Engineering of Aura AI

You may not (a) use Aura AI outputs to develop, train, or improve any artificial-intelligence model that competes with the Service, (b) attempt to extract, reconstruct, or copy the underlying weights, parameters, or training data of Aura AI, (c) submit prompts or inputs designed to cause Aura AI to produce harmful, infringing, or unlawful outputs, or (d) misrepresent Aura AI outputs as having been generated by Studiomate-employed humans.

7.6 Third-Party Models

Aura AI may incorporate third-party large-language and machine-learning models. You agree that, as between you and Studiomate, your use of features powered by such third-party models is also subject to the third-party providers' usage policies as referenced in our documentation.

8. Fees, Payments, and the Studiomate Markup

8.1 Markup Model — Talent

Talent set their own hourly or project rate ("Set Rate") in their dashboard. Studiomate adds a markup of seventeen and one-half percent (17.5%) to the Talent's Set Rate to compute the Client-Facing Rate. The Client-Facing Rate is the rate displayed to Clients on Talent profiles, in search results, and on Jobs.

The Talent receives one hundred percent (100%) of the Set Rate for hours worked and accepted under an Engagement, less any payment-processing fees that the Talent has expressly agreed to bear. Studiomate retains the difference between the Client-Facing Rate and the Set Rate (i.e., the Markup amount).

The Markup percentage may change from time to time. Any change to the Markup will apply only to Engagements formed after the effective date of the change unless we provide reasonable notice and the parties agree otherwise.

8.2 Client Charges

By engaging Talent through the Platform, the Client agrees to pay (a) the Client-Facing Rate for hours worked and accepted, (b) any agreed-upon project fees, milestones, or expenses, (c) applicable taxes, and (d) any platform fees described in this Section 8.

8.3 Job Posting Fees

The Client may be required to pay a non-refundable fee to post a Job. As of the Effective Date, the standard Job Posting Fee is one hundred and ninety-nine United States dollars (US$199) per posting. We may change Job Posting Fees from time to time and will display current fees on the Platform before purchase.

8.4 Subscriptions

Studiomate offers paid subscription plans for Talent and Clients. Current plans (which we may modify from time to time) include:

Talent subscriptions (focused on visibility and AI matching):

Starter — US$29 per month: AI Job Finder basic features and standard search visibility.

Pro — US$79 per month: priority matching, boosted search visibility, and basic analytics.

Premium — US$99 per month: full AI suite, top search visibility, and dedicated support.

Client subscriptions:

Pro — US$299 per month: advanced search and filters, saved talent lists, and analytics.

Enterprise — US$999 per month: dedicated matching support, multiple team seats, and API access where applicable.

Subscriptions automatically renew at the then-current rate at the end of each billing cycle (monthly or annual, as selected) until cancelled. You may cancel your subscription at any time through your Account settings; cancellation takes effect at the end of the then-current billing period and you will retain access through that period.

We may change subscription pricing or features upon at least thirty (30) days' notice for any new billing period.

8.5 Taxes

Fees do not include taxes. You are responsible for all sales, use, value-added, and similar taxes associated with your use of the Service, except for taxes based on Studiomate's net income. Where Studiomate is required by law to collect tax, the tax will be added to the applicable charge.

8.6 Off-Platform Conversion Fee

Studiomate invests substantial resources in sourcing, vetting, matching, and supporting Talent. If, within twelve (12) months of any introduction made through the Platform, a Client engages, hires, employs, or contracts with a Talent (including any of the Talent's employees, partners, or affiliates) outside of the Platform — directly, through a third party, through a different marketplace, or by any other means — and that engagement is not paid through the Platform, the Client shall pay Studiomate an Off-Platform Conversion Fee of two thousand five hundred United States dollars (US$2,500) per Talent.

The Off-Platform Conversion Fee is owed regardless of who initiated the off-platform contact and is in addition to any other remedies Studiomate may have. The Client agrees to provide Studiomate with reasonable information necessary to determine compliance with this Section 8.6, and Studiomate may, with reasonable notice, audit the Client's records solely to verify compliance.

8.7 Payment Processing — Stripe

Payments on the Platform are processed by Stripe, Inc. ("Stripe") and its affiliates. By using the Platform, you also agree to Stripe's Terms of Service and Privacy Policy at stripe.com/legal and stripe.com/privacy. Stripe collects payment-card and bank-account information directly; Studiomate does not store full payment-card numbers. Talent who receive payouts via Stripe Connect must complete Stripe's identity-verification ("Know Your Customer") process and accept the Stripe Connected Account Agreement.

You authorize Studiomate (and Stripe acting on our behalf) to charge your selected payment method for all amounts due under these Terms and any applicable order, subscription, or invoice.

8.8 Late Payment; Failed Charges

If any charge fails or is reversed, we may (a) re-attempt the charge, (b) suspend or restrict your Account or payouts to Talent until the amount is paid, (c) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum permitted by law, and (d) recover reasonable collection costs (including attorneys' fees). Talent payouts may be withheld pending resolution of any chargeback, dispute, or fraud investigation.

8.9 Chargebacks

If a Client initiates a chargeback or payment dispute that we determine, in our reasonable discretion, was made in bad faith or without merit, the Client shall be liable for the disputed amount, the chargeback fee assessed by Stripe or the issuing bank, and any related collection costs. Bad-faith chargebacks may result in immediate Account termination.

8.10 Currency

All Fees are in United States Dollars (USD) unless explicitly stated otherwise. International Users are responsible for any currency-conversion charges imposed by their bank or card issuer.

9. Refund Policy

9.1 All Sales Final

Except where required by applicable law, all Fees are non-refundable. This includes, without limitation, subscription fees (monthly and annual), Job Posting Fees, Off-Platform Conversion Fees, and any other charges paid to Studiomate. We do not offer refunds for partial billing periods, unused subscription time, or failure to use Platform features.

9.2 Subscription Cancellation

You may cancel a subscription at any time. Cancellation will stop future renewal billing; previously-paid amounts are not refunded. You will retain access to the paid features until the end of the then-current billing period.

9.3 Disputes Between Talent and Clients

Studiomate is not a party to any Engagement and is not responsible for refunding amounts paid by a Client to a Talent for unsatisfactory work, missed deadlines, or other performance issues. Where the Platform offers an escrow, milestone, or dispute-resolution feature, we may, in our reasonable discretion, mediate disputes about Engagement payments; any decision we render in connection with such mediation is provided as a courtesy and is not binding arbitration under Section 22 unless explicitly stated.

9.4 Statutory Rights

Nothing in this Section 9 limits any non-waivable refund or cancellation rights you may have under applicable consumer-protection law (for example, statutory cooling-off periods in your jurisdiction). Where you have such rights, this Section 9 will be construed to give effect to them to the minimum extent required by law.

9.5 Promotional Credits

Promotional credits, free trial periods, discount coupons, and similar offers are non-transferable, have no cash value, and may expire on the terms displayed at issuance. We may revoke promotional credits at any time, including for suspected fraud or abuse.

10. Engagement Lifecycle

10.1 Forming an Engagement

A binding Engagement is formed when a Client and Talent agree on the scope, deliverables, schedule, rate, and any other material terms through the Platform's hire flow or messaging system, and the Client has authorized payment for the initial period or milestone. The terms recorded in the Platform at the time of acceptance govern the Engagement, supplemented by these Terms.

10.2 Hours and Deliverables

Talent are responsible for accurately recording hours worked or deliverables produced through the Platform's time-tracking and submission tools. Clients are responsible for promptly reviewing and approving or disputing submitted hours and deliverables. Hours not disputed within the period stated in the Platform are deemed approved.

10.3 Cancellation and Termination of Engagements

Either party may terminate an Engagement in accordance with the terms agreed at formation or, absent an explicit term, upon reasonable written notice through the Platform. The Talent is entitled to be paid for hours worked and approved (or properly submitted and not disputed) up to the effective date of termination.

10.4 Confidentiality

Talent and Clients are responsible for entering into any confidentiality, non-disclosure, intellectual-property assignment, or other agreement they desire with respect to an Engagement. Studiomate is not a party to those agreements.

10.5 Reviews and Ratings

Users may post reviews and ratings about other Users following an Engagement. You agree that your reviews will be honest, based on your actual experience, and free of unlawful or abusive content. We may, but are not required to, review, edit, or remove reviews. We disclaim liability for reviews posted by Users.

11. Intellectual Property — Studiomate

11.1 Studiomate Materials

The Platform and all software, designs, text, graphics, photographs, video, audio, logos, trademarks, service marks, and trade names appearing on the Platform (other than User Content), including without limitation the Aura AI models, weights, prompts, and outputs (to the extent of our rights), are owned by Studiomate or our licensors and are protected by copyright, trademark, trade-secret, and other laws.

11.2 Limited License to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal use as a Talent, Client, or Visitor. We reserve all rights not expressly granted.

11.3 Trademarks

"Studiomate," the Studiomate logo, "Aura," "Aura AI," and other marks are trademarks of Studiomate. You may not use these marks without our prior written consent except as expressly permitted by our brand guidelines.

12. DMCA / Copyright Takedown

We respect intellectual property rights and respond to valid notices of copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"). If you believe that Content on the Platform infringes your copyright, please send a written notice to our Designated Agent containing all of the following:

a physical or electronic signature of the owner or a person authorized to act on the owner's behalf;

identification of the copyrighted work claimed to have been infringed;

identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it (URL, profile, etc.);

your contact information (name, address, telephone number, and email);

a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and

a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the owner or are authorized to act on the owner's behalf.

Send DMCA notices to:

Studiomate — DMCA Designated Agent

Email: dmca@studiomate.com

Counter-notifications meeting the requirements of 17 U.S.C. § 512(g) may also be sent to the address above. We may terminate the Accounts of Users who are repeat infringers.

13. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, disclose, and protect personal information. By using the Service you consent to our practices as described in the Privacy Policy.

14. Third-Party Services and Links

The Platform may contain links to or integrations with third-party websites, services, or applications (e.g., Stripe, social-login providers, calendar systems, identity-verification providers). We do not control these third parties and are not responsible for their content, products, services, privacy practices, or terms. Your use of any third-party service is at your own risk and subject to the third party's terms.

15. Beta Features

We may make beta or preview features available from time to time, identified as "Beta," "Preview," "Experimental," or similar. Beta features are provided AS IS and AS AVAILABLE, may be discontinued without notice, and may have limitations not present in generally-available features. You agree not to disclose non-public information about Beta features without our prior written consent.

16. Modifications to the Service

We may change, suspend, or discontinue any portion of the Service at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Service.

17. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide reasonable advance notice (e.g., by email to your registered address, by a banner on the Platform, or through your Account dashboard) before the change takes effect. Your continued use of the Service after the effective date constitutes your acceptance of the updated Terms. If you do not agree, your sole remedy is to stop using the Service and close your Account.

18. Termination

You may stop using the Service at any time. We may terminate or suspend your access to the Service at any time, with or without notice, for any reason, including violation of these Terms.

Upon termination: (a) your right to access the Service will cease immediately, (b) we may delete or retain your Content as described in our Privacy Policy and our retention schedules, (c) any amounts owed by you will become immediately due, (d) Sections 4.2, 6.2, 6.4, 7.5, 8 (with respect to amounts incurred prior to termination), 8.6 (Off-Platform Conversion Fee), 9, 11, 19, 20, 21, 22, and 24 will survive.

19. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AURA AI, AND ALL CONTENT AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, OR QUIET ENJOYMENT.

Without limiting the foregoing, Studiomate makes no warranty that (a) the Service will meet your requirements, (b) the Service will be uninterrupted, secure, or error-free, (c) any Engagement will result in a successful outcome, (d) any Talent or Client meets any particular standard, or (e) any Aura AI output will be accurate, complete, current, lawful, or fit for any purpose.

Some jurisdictions do not allow the disclaimer of certain warranties; in those jurisdictions, the foregoing disclaimers apply only to the extent permitted.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) STUDIOMATE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including without limitation lost profits, lost revenues, lost data, lost goodwill, business interruption, or substitute services, arising out of or relating to these Terms, the Service, or any Engagement, even if we have been advised of the possibility of such damages.

(b) OUR AGGREGATE LIABILITY for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, or any other theory, will not exceed the greater of (i) the total Fees you paid to Studiomate in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred United States dollars (US$100).

(c) Nothing in these Terms limits liability that cannot be excluded or limited under applicable law (e.g., for fraud, gross negligence, or death or personal injury caused by negligence, where applicable).

(d) The limitations in this Section 20 form an essential basis of the bargain between you and Studiomate.

21. Indemnification

You agree to defend, indemnify, and hold harmless Studiomate and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Service; (b) your Content; (c) your violation of these Terms or any applicable law; (d) any Engagement or dispute between you and another User; (e) your acts or omissions as an independent contractor (if you are Talent) or as the engaging party (if you are a Client); (f) your use of Aura AI outputs in violation of Section 7; or (g) your infringement of any third-party right.

We may, at our option, assume the exclusive defense and control of any matter for which you are required to indemnify us, in which case you agree to cooperate with our defense.

22. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

22.1 Informal Dispute Resolution

Before filing any arbitration, you agree to first contact us at legal@studiomate.com with a written description of the dispute, including the relief you seek and your contact information. We will attempt to resolve the dispute informally for at least sixty (60) days from the date we receive your notice. If we cannot resolve the dispute informally within sixty (60) days, either party may initiate arbitration.

22.2 Agreement to Arbitrate

Except for the matters described in Section 22.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved exclusively by final and binding individual arbitration, rather than in court, except that you may assert claims in small-claims court if your claims qualify.

22.3 Arbitration Provider and Rules

Arbitration will be administered by JAMS under its Streamlined Arbitration Rules (or, at your election, by AAA under its Consumer Arbitration Rules) before a single neutral arbitrator. The rules are available at jamsadr.com and adr.org respectively. The arbitration will be conducted in the English language. Unless the parties agree otherwise, the seat of arbitration will be the U.S. county where you reside, or, if you are not a U.S. resident, in San Francisco, California. The arbitrator may conduct hearings by video or teleconference.

22.4 Class Action Waiver

YOU AND STUDIOMATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims, may not preside over any form of class or representative proceeding, and may award only individual relief.

If a court or arbitrator decides that the class action waiver in this Section 22.4 is unenforceable as to any claim, that claim must be severed from arbitration and brought in court.

22.5 Exceptions

Notwithstanding Section 22.2, either party may (a) bring an individual action in small-claims court, (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual-property rights, misappropriation of trade secrets, or violation of Section 8.6 (Off-Platform Conversion Fee), and (c) bring an action in court for collection of undisputed Fees.

22.6 30-Day Opt-Out

You may opt out of this Section 22 by sending written notice to legal@studiomate.com within thirty (30) days of first accepting these Terms. The notice must include your full name, mailing address, the email associated with your Account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

22.7 Severability of Arbitration Provision

If any portion of this Section 22 is found unenforceable (other than the class action waiver, which is governed by Section 22.4), it will be severed and the remainder of Section 22 will remain in effect.

22.8 Fees and Costs

Each party bears its own attorneys' fees and costs except as otherwise required by the JAMS or AAA rules or by applicable law.

23. Governing Law; Venue (Non-Arbitration Matters)

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 22, you and Studiomate agree to the exclusive jurisdiction of and venue in the state and federal courts located in New Castle County, Delaware for any matter not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. General Provisions

24.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements explicitly incorporated by reference, constitute the entire agreement between you and Studiomate regarding the Service and supersede all prior agreements and understandings.

24.2 Severability

If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, severed; the remaining provisions will remain in full force and effect.

24.3 No Waiver

Our failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other.

24.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets. Any prohibited assignment is void.

24.5 Notices

We may provide notices to you by email, in-app notification, or through the Platform. Notices to Studiomate must be sent to legal@studiomate.com (and a copy to the mailing address posted on the Platform), and are deemed given upon our acknowledgment.

24.6 Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or pandemics.

24.7 Relationship of the Parties

These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Studiomate.

24.8 Export Controls

You agree to comply with all applicable export-control and sanctions laws and not to use the Service in violation of those laws.

24.9 Government End Users

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212. Government end users acquire only the rights set out in these Terms.

24.10 Headings

Section headings are for convenience only and do not affect interpretation.

24.11 Contact

For questions about these Terms, contact us:

Studiomate

Email (general): support@studiomate.com

Email (legal): legal@studiomate.com

Email (DMCA): dmca@studiomate.com

Email (privacy): privacy@studiomate.com