Ingage Digital Media (IDM) Terms of Service
Effective Date: April 2, 2026
Last Updated: April 2, 2026
These Terms of Service (“Terms”) govern the image, video, film, and related digital content production services provided by Ingage Digital Media (“IDM,” “Company,” “we,” “us,” or “our”), whether provided directly by IDM or through any IDM-operated microsite service.
By purchasing, accessing, or using our services or any deliverables we create for you, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.
1. OVERVIEW
For purposes of these Terms, the “Service” means IDM’s creative and production services, including but not limited to planning, production, editing, design, image creation, video creation, audio creation, film production, and related digital content services, whether delivered directly by IDM or through IDM-operated microsites.
These Terms apply to all users and customers of the Service, including without limitation clients, purchasers, and contributors of content or materials
2. ELIGIBILITY AND AUTHORITY
By agreeing to these Terms, you represent and warrant that:
You agree to comply with any reasonable instructions provided by IDM in connection with the Service.
3. CHANGES TO THE SERVICE, PRICING, AND TERMS
We may modify, suspend, or discontinue the Service (or any part of it) at any time.
We may update these Terms from time to time by posting a revised version on our website or applicable microsite. The version of the Terms in effect on the date a project is accepted or purchased will govern that project, unless otherwise agreed in writing.
Prices, package offerings, and service descriptions may change at any time without notice, but such changes will not affect a project already accepted by IDM unless the parties agree otherwise in writing.
4. SERVICES; DESCRIPTIONS; AVAILABILITY
We reserve the right to refuse service, limit service availability, or limit sales of products or services to any person, entity, geographic region, or jurisdiction on a case-by-case basis.
Service descriptions, package details, and pricing may be changed at any time in our sole discretion.
Where visual assets are displayed on our website or Service, we make reasonable efforts to display colors and images accurately, but we cannot guarantee your display or monitor will render colors or quality exactly as intended.
Except as expressly stated in a written project agreement, proposal, or statement of work, we do not guarantee that any service, deliverable, or result will meet subjective expectations.
5. PROHIBITED USES
In addition to any other restrictions in these Terms, you agree not to use the Service or any deliverable, content, or materials provided by IDM:
IDM reserves the right to suspend or terminate your access to the Service or any deliverables for violation of this Section or any other provision of these Terms.
6. CLIENT MATERIALS AND USER CONTENT
6.1 Client Materials / User Content Defined
You may provide materials to IDM for use in connection with the Service, including but not limited to video, photographs, graphics, logos, music, text, voice recordings, trademarks, artwork, icons, and other content (collectively, “Client Materials”).
6.2 Ownership of Client Materials
As between you and IDM, you retain ownership of your Client Materials, subject to the rights you grant to IDM under these Terms.
6.3 License to IDM
You grant IDM a worldwide, non-exclusive, royalty-free, fully paid license (with the right to sublicense to subcontractors and service providers solely as necessary to perform the Service) to host, store, reproduce, modify, adapt, edit, format, display, perform, transmit, and otherwise use your Client Materials solely for the purposes of:
IDM will not sell or publicly distribute your Client Materials except as necessary to perform the Service or with your permission.
6.4 Client Representations and Warranties Regarding Client Materials
You represent, warrant, and covenant that:
6.5 IDM Rights Regarding Client Materials
IDM may refuse to use, remove, edit, or block any Client Materials that, in IDM’s reasonable judgment, violate these Terms, may create legal risk, or are otherwise objectionable or unsuitable for the Service.
IDM has no obligation to independently verify the truthfulness, legality, or clearance status of Client Materials unless expressly agreed in writing.
7. OWNERSHIP OF DELIVERABLES AND PRODUCER MATERIALS
7.1 IDM Ownership of Deliverables and Producer Materials
Except for Client Materials, IDM retains all right, title, and interest (including all copyrights and other intellectual property rights) in and to:
(collectively, “Producer Materials”).
For clarity, footage, audio, and other materials captured or created by IDM remain IDM property regardless of filming location, unless IDM expressly agrees in writing to transfer ownership of specific materials.
7.2 Client Ownership of Client Materials
Client retains ownership of Client Materials, subject to the license granted to IDM under Section 6.
7.3 No Implied Transfer
No ownership rights in Deliverables or Producer Materials are transferred to Client except as expressly set forth in these Terms or a written agreement signed by IDM.
8. LICENSE TO CLIENT FOR DELIVERABLES
8.1 License Grant (Effective Upon Full Payment)
Subject to full payment of all fees due, IDM grants Client a non-transferable, worldwide, perpetual license to use, reproduce, display, distribute, and publicly perform the final approved Deliverables solely for Client’s business, marketing, promotional, and editorial purposes, for web-based and digital delivery, unless otherwise stated in a written project agreement.
Permitted digital uses include, by way of example, Client websites, social media platforms, email marketing, digital advertising, streaming platform uploads, digital presentations, and similar online or digital channels.
8.2 Broadcast / Theatrical / Print / Non-Digital Uses
Unless otherwise expressly agreed in writing, the license in Section 8.1 does not include broadcast television, theatrical exhibition, print publication, out-of-home display, or other non-digital distribution. If Client wishes to use Deliverables for such purposes, the parties may negotiate an expanded license in good faith.
8.3 Restrictions
Unless otherwise agreed in writing, Client may not:
8.4 Expanded Rights / Raw Footage / Project Files
Raw footage, project files, source files, and other Producer Materials are not included in the standard Service fee. Any license or transfer of such materials must be separately negotiated in writing and may require additional fees and additional terms.
8.5 Rights Conditioned on Payment
No license or rights are granted to Client unless and until IDM has received full payment of all amounts due for the applicable project. Any use of Deliverables prior to full payment is unauthorized unless IDM expressly agrees otherwise in writing.
9. EDITORIAL-ONLY PROJECTS
For projects expressly designated in writing as “Editorial” or “Editorial Use Only,” the Deliverables may be used only for non-commercial editorial purposes and not for commercial advertising, promotion, sponsorship, product marketing, or other commercial campaigns unless separately cleared and licensed in writing.
Client is responsible for complying with all restrictions applicable to editorial-only materials.
10. THIRD-PARTY MATERIALS AND COPYRIGHT CLAIMS
Deliverables may include materials licensed from third parties (including, for example, music, footage, fonts, graphics, or platform-generated assets), and such materials remain subject to the terms and conditions of the applicable third-party licenses.
IDM does not transfer ownership of third-party materials to Client. Client’s rights in such materials are limited to the rights included in the applicable Deliverable license and any relevant third-party terms.
From time to time, a third-party platform or rights holder may issue a copyright claim, monetization restriction, or content ID match related to Deliverables. If that occurs, Client should notify IDM promptly. IDM will reasonably cooperate to evaluate the claim and, where appropriate, seek release, replacement, or revision.
Unless otherwise agreed in writing:
11. USE OF ARTIFICIAL INTELLIGENCE (AI)
IDM may use AI-assisted tools and services in connection with the Service, including for concepting, image generation, video generation, editing assistance, transcription, or other production functions.
11.1 AI Output Expectations
Client acknowledges that AI-generated or AI-assisted outputs may vary from requested descriptions and may reflect limitations or unpredictability of the tools used. IDM will use commercially reasonable efforts to achieve the agreed creative direction, but exact matches to Client’s subjective expectations are not guaranteed unless expressly agreed in writing.
11.2 Ownership and License of AI-Assisted Materials
As between IDM and Client, AI-assisted materials created by IDM for a project are treated as part of the Deliverables and/or Producer Materials under these Terms. Client receives rights to use AI-assisted content only to the extent such content is included in the licensed Deliverables (or as otherwise expressly licensed in writing).
11.3 Third-Party AI Platform Terms
AI tools and platforms may impose their own terms, limitations, reuse rights, or policy restrictions. Client acknowledges that IDM’s services and Deliverables may be subject to such third-party terms.
11.4 No Warranty of Exclusivity or Non-Infringement for AI Outputs
IDM does not warrant that AI-generated or AI-assisted outputs will be exclusive, free from similarity to other outputs, or free from third-party claims. The legal landscape relating to AI is evolving, and Client assumes the risks inherent in the approved use of AI-assisted Deliverables, subject to the other terms of these Terms.
12. DELIVERABLE LENGTHS AND VARIATIONS
Where IDM agrees to produce deliverables of a specific runtime or length, final runtimes may vary slightly from the target length unless exact timing is expressly required in writing (for example, for broadcast deliverables).
Where IDM produces multiple deliverables of different lengths or formats as part of a package, Client acknowledges that such deliverables may contain similar or repeated creative elements, including music, visuals, text, and structure, adapted for different runtimes, aspect ratios, or placements.
13. CLIENT REVIEW, APPROVAL, AND RESPONSIBILITY FOR FINAL USE
Client is responsible for reviewing Deliverables for accuracy, legality, brand compliance, and approval prior to publication, distribution, or use.
Client’s approval (including approval by email, message, or other written confirmation) constitutes Client’s confirmation that the Deliverables are acceptable for Client’s intended use as delivered.
Unless IDM expressly agrees in writing to provide legal review or claims substantiation services, IDM is not responsible for independently verifying factual claims, legal compliance, substantiation of advertising claims, or regulatory disclosures included in Deliverables based on Client Materials or Client instructions.
Client is solely responsible for:
14. AUTHORIZED ACCESS, DOWNLOADS, AND DISTRIBUTION OF DELIVERABLES
14.1 Authorized Files; No Unauthorized Capture or Download
Except as expressly authorized in writing by IDM, Client shall not copy, download, screen record, capture, scrape, reproduce, extract, or otherwise retain any raw footage, raw audio, source materials, project files, work-in-progress materials, preview files, draft versions, rough cuts, review links, or any other materials that are not final approved Deliverables (collectively, “Non-Final Materials”).
Non-Final Materials are provided solely for review, feedback, and approval purposes (if provided at all) and are not licensed for distribution, publication, posting, exhibition, reuse, or other exploitation.
14.2 Authorized Final Deliverables Only
Client may use and distribute only those final Deliverable files that:
Any file obtained by screen recording, browser capture, platform export, third-party download tool, unauthorized link extraction, or any means other than IDM’s designated delivery method is not an authorized Deliverable and is not licensed for use or distribution unless IDM expressly approves such use in writing.
14.3 Alternate Delivery Method Requests
If Client prefers an alternate delivery method, Client must request it in writing, and IDM may approve an alternate method in its discretion.
14.4 No Circumvention of Delivery Method
Client agrees not to circumvent IDM’s delivery systems, download restrictions, file access controls, or version controls, and agrees not to use third-party software, plugins, or services to obtain copies of Deliverables or Non-Final Materials except as expressly approved in writing by IDM.
14.5 Quality Control and Version Control
Client acknowledges that these restrictions are material to IDM’s quality control, version control, and approval process, and are intended to ensure that only client-approved, properly encoded, final-authorized Deliverables are used and distributed.
14.6 Responsibility for Unauthorized Versions
IDM is not responsible for the quality, accuracy, encoding, color, audio, metadata, file naming, or legal/commercial suitability of any file obtained or distributed by Client through unauthorized means. Client assumes all responsibility for any use or distribution of unauthorized copies or versions.
14.7 Remedies
Any unauthorized copying, downloading, capture, or distribution of Non-Final Materials or unauthorized versions of Deliverables constitutes a material breach of these Terms and may result in suspension or termination of Client’s access to the Service and/or legal remedies available to IDM.
15. REFERENCING / PORTFOLIO RIGHTS
Unless otherwise agreed in writing, IDM may reference, display, demonstrate, and describe work performed for Client, including Deliverables, project summaries/results, and Client’s name, logo, and other public branding indicia, in IDM’s portfolio, website, social media, pitch materials, reels, award submissions, and other promotional materials.
If a project is confidential or subject to a public release embargo communicated by Client in writing before project start, IDM will honor that confidentiality or embargo until the earlier of (a) Client’s public release or (b) written authorization from Client.
Client may identify IDM as the producer or creator of Deliverables in Client’s marketing or credits, but Client may not use IDM’s trademarks in a manner that implies endorsement beyond the scope of the project.
16. PAYMENT TERMS
16.1 Non-Subscription Projects
Unless otherwise stated in a written agreement:
Where multiple assets are produced under one package, IDM may withhold release of final deliverables until all deliverables in the package are approved and all amounts due are paid in full, unless otherwise agreed in writing.
16.2 Subscription Services
For subscription packages, Client agrees to pay the applicable monthly or annual fee as set forth in the applicable subscription agreement, proposal, or checkout terms.
16.3 No Rights Before Full Payment
For all project types, no ownership, license, or usage rights in Deliverables are granted until IDM receives full payment of all amounts due for the applicable project, except as expressly stated in writing by IDM.
16.4 Suspension for Nonpayment
IDM may suspend work, delivery, or support if Client fails to pay amounts due.
17. DISCLAIMERS OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL DELIVERABLES, PRODUCTS, AND MATERIALS PROVIDED BY IDM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY IDM.
IDM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Without limiting the foregoing, IDM does not warrant that:
18. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDM AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE, THESE TERMS, OR ANY DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PROJECT OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO IDM FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.
Nothing in these Terms limits liability to the extent such limitation is prohibited by law.
19. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless IDM and its parent, subsidiaries, affiliates, partners, officers, directors, employees, agents, contractors, licensors, service providers, subcontractors, and suppliers (collectively, the “IDM Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
This indemnity obligation does not apply to the extent a claim is finally determined by a court of competent jurisdiction to have resulted solely from IDM’s unauthorized modification of Client Materials contrary to Client’s written instructions, or IDM’s willful misconduct.
20. ADDITIONAL CLIENT WARRANTIES
Client represents and warrants that:
21. TERMINATION
IDM may terminate or suspend access to the Service, and may suspend work on any project, if Client breaches these Terms, fails to pay amounts due, or uses the Service or Deliverables in a manner that creates legal or reputational risk to IDM.
Upon termination, any rights granted to Client under these Terms remain subject to all payment obligations and restrictions. Sections that by their nature should survive termination (including ownership, licenses, payment obligations, disclaimers, limitations of liability, indemnification, governing law, and dispute-related provisions) will survive.
22. SEVERABILITY
If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
23. ENTIRE AGREEMENT; ORDER OF PRECEDENCE
These Terms, together with any policies or operating rules posted by IDM and any applicable written proposal, statement of work, subscription agreement, or project agreement accepted by IDM, constitute the entire agreement between Client and IDM regarding the Service.
If there is a conflict between these Terms and a written proposal, statement of work, or project agreement signed or expressly accepted by IDM, the written project-specific agreement controls for that project.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
24. GOVERNING LAW
These Terms and any separate agreements under which IDM provides services shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
25. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice:
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Questions about these Terms should be sent to us at: [email protected]
Last Updated: April 2, 2026
These Terms of Service (“Terms”) govern the image, video, film, and related digital content production services provided by Ingage Digital Media (“IDM,” “Company,” “we,” “us,” or “our”), whether provided directly by IDM or through any IDM-operated microsite service.
By purchasing, accessing, or using our services or any deliverables we create for you, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.
1. OVERVIEW
For purposes of these Terms, the “Service” means IDM’s creative and production services, including but not limited to planning, production, editing, design, image creation, video creation, audio creation, film production, and related digital content services, whether delivered directly by IDM or through IDM-operated microsites.
These Terms apply to all users and customers of the Service, including without limitation clients, purchasers, and contributors of content or materials
2. ELIGIBILITY AND AUTHORITY
By agreeing to these Terms, you represent and warrant that:
- You are at least 18 years old, or you are using the Service with the supervision and consent of a parent or legal guardian;
- You have the legal right, power, and authority to enter into and perform under these Terms; and
- If you are entering into these Terms on behalf of a company, organization, or other entity, you have authority to bind that entity.
You agree to comply with any reasonable instructions provided by IDM in connection with the Service.
3. CHANGES TO THE SERVICE, PRICING, AND TERMS
We may modify, suspend, or discontinue the Service (or any part of it) at any time.
We may update these Terms from time to time by posting a revised version on our website or applicable microsite. The version of the Terms in effect on the date a project is accepted or purchased will govern that project, unless otherwise agreed in writing.
Prices, package offerings, and service descriptions may change at any time without notice, but such changes will not affect a project already accepted by IDM unless the parties agree otherwise in writing.
4. SERVICES; DESCRIPTIONS; AVAILABILITY
We reserve the right to refuse service, limit service availability, or limit sales of products or services to any person, entity, geographic region, or jurisdiction on a case-by-case basis.
Service descriptions, package details, and pricing may be changed at any time in our sole discretion.
Where visual assets are displayed on our website or Service, we make reasonable efforts to display colors and images accurately, but we cannot guarantee your display or monitor will render colors or quality exactly as intended.
Except as expressly stated in a written project agreement, proposal, or statement of work, we do not guarantee that any service, deliverable, or result will meet subjective expectations.
5. PROHIBITED USES
In addition to any other restrictions in these Terms, you agree not to use the Service or any deliverable, content, or materials provided by IDM:
- For any unlawful purpose;
- To violate any applicable law, regulation, rule, or ordinance;
- To infringe or violate IDM’s intellectual property rights or the rights of any third party;
- To upload, submit, or provide content or instructions that are false, deceptive, defamatory, libelous, slanderous, invasive of privacy, or otherwise unlawful;
- To submit materials you do not have the right to use;
- To distribute malware, malicious code, or harmful technology;
- To interfere with or circumvent the security or functionality of the Service or related systems;
- To use IDM deliverables outside the scope of the license granted under these Terms or a written project agreement;
- To materially alter, distort, or repurpose IDM deliverables in a way that creates false, misleading, unlawful, or defamatory claims;
- For obscene, unlawful, or otherwise prohibited content or conduct.
IDM reserves the right to suspend or terminate your access to the Service or any deliverables for violation of this Section or any other provision of these Terms.
6. CLIENT MATERIALS AND USER CONTENT
6.1 Client Materials / User Content Defined
You may provide materials to IDM for use in connection with the Service, including but not limited to video, photographs, graphics, logos, music, text, voice recordings, trademarks, artwork, icons, and other content (collectively, “Client Materials”).
6.2 Ownership of Client Materials
As between you and IDM, you retain ownership of your Client Materials, subject to the rights you grant to IDM under these Terms.
6.3 License to IDM
You grant IDM a worldwide, non-exclusive, royalty-free, fully paid license (with the right to sublicense to subcontractors and service providers solely as necessary to perform the Service) to host, store, reproduce, modify, adapt, edit, format, display, perform, transmit, and otherwise use your Client Materials solely for the purposes of:
- providing the Service,
- creating deliverables,
- revising deliverables,
- storing project records and backups (subject to our retention practices), and
- performing obligations under these Terms.
IDM will not sell or publicly distribute your Client Materials except as necessary to perform the Service or with your permission.
6.4 Client Representations and Warranties Regarding Client Materials
You represent, warrant, and covenant that:
- You are the owner of the Client Materials or have obtained all rights, licenses, permissions, and consents necessary for IDM to use them as contemplated by these Terms;
- Your Client Materials and IDM’s use of them as instructed by you do not and will not infringe, misappropriate, or violate any third-party right, including copyright, trademark, patent, trade secret, moral rights, privacy rights, or rights of publicity;
- Your Client Materials and instructions do not contain defamatory, libelous, slanderous, false, misleading, unlawful, or deceptive content;
- You have obtained all required releases, permissions, and consents for any person, location, property, music, artwork, logos, or other protected subject matter appearing in Client Materials;
- IDM’s use of your Client Materials as instructed by you will not cause IDM to violate any law or regulation.
6.5 IDM Rights Regarding Client Materials
IDM may refuse to use, remove, edit, or block any Client Materials that, in IDM’s reasonable judgment, violate these Terms, may create legal risk, or are otherwise objectionable or unsuitable for the Service.
IDM has no obligation to independently verify the truthfulness, legality, or clearance status of Client Materials unless expressly agreed in writing.
7. OWNERSHIP OF DELIVERABLES AND PRODUCER MATERIALS
7.1 IDM Ownership of Deliverables and Producer Materials
Except for Client Materials, IDM retains all right, title, and interest (including all copyrights and other intellectual property rights) in and to:
- all final deliverables created by IDM under the Service (including final edited video(s), image assets, and other final outputs) (“Deliverables”);
- all raw footage, raw audio, outtakes, source files, edit timelines, project files, working files, drafts, interim versions, and works in progress;
- all concepts, treatments, scripts, shot lists, storyboards, graphics, templates, animation rigs, workflows, production methods, LUTs, editing systems, and other production elements;
- all unused or rejected creative materials;
- all pre-existing IDM materials and tools; and
- all third-party materials licensed by IDM, subject to third-party terms;
(collectively, “Producer Materials”).
For clarity, footage, audio, and other materials captured or created by IDM remain IDM property regardless of filming location, unless IDM expressly agrees in writing to transfer ownership of specific materials.
7.2 Client Ownership of Client Materials
Client retains ownership of Client Materials, subject to the license granted to IDM under Section 6.
7.3 No Implied Transfer
No ownership rights in Deliverables or Producer Materials are transferred to Client except as expressly set forth in these Terms or a written agreement signed by IDM.
8. LICENSE TO CLIENT FOR DELIVERABLES
8.1 License Grant (Effective Upon Full Payment)
Subject to full payment of all fees due, IDM grants Client a non-transferable, worldwide, perpetual license to use, reproduce, display, distribute, and publicly perform the final approved Deliverables solely for Client’s business, marketing, promotional, and editorial purposes, for web-based and digital delivery, unless otherwise stated in a written project agreement.
Permitted digital uses include, by way of example, Client websites, social media platforms, email marketing, digital advertising, streaming platform uploads, digital presentations, and similar online or digital channels.
8.2 Broadcast / Theatrical / Print / Non-Digital Uses
Unless otherwise expressly agreed in writing, the license in Section 8.1 does not include broadcast television, theatrical exhibition, print publication, out-of-home display, or other non-digital distribution. If Client wishes to use Deliverables for such purposes, the parties may negotiate an expanded license in good faith.
8.3 Restrictions
Unless otherwise agreed in writing, Client may not:
- Sell, sublicense, assign, or transfer the Deliverables to any third party, except to Client’s employees, contractors, agencies, media buyers, or platform partners solely for Client’s authorized use;
- Claim ownership of the Deliverables or Producer Materials;
- Request or access raw footage, project files, source files, or other Producer Materials as part of the standard Service;
- Create derivative works from Deliverables beyond ordinary formatting adjustments (such as resizing, cropping, captioning, and platform formatting) that do not materially alter the substance or meaning, without IDM’s prior written consent;
- Use Deliverables in a manner that is unlawful, defamatory, deceptive, or outside the scope of the license granted.
8.4 Expanded Rights / Raw Footage / Project Files
Raw footage, project files, source files, and other Producer Materials are not included in the standard Service fee. Any license or transfer of such materials must be separately negotiated in writing and may require additional fees and additional terms.
8.5 Rights Conditioned on Payment
No license or rights are granted to Client unless and until IDM has received full payment of all amounts due for the applicable project. Any use of Deliverables prior to full payment is unauthorized unless IDM expressly agrees otherwise in writing.
9. EDITORIAL-ONLY PROJECTS
For projects expressly designated in writing as “Editorial” or “Editorial Use Only,” the Deliverables may be used only for non-commercial editorial purposes and not for commercial advertising, promotion, sponsorship, product marketing, or other commercial campaigns unless separately cleared and licensed in writing.
Client is responsible for complying with all restrictions applicable to editorial-only materials.
10. THIRD-PARTY MATERIALS AND COPYRIGHT CLAIMS
Deliverables may include materials licensed from third parties (including, for example, music, footage, fonts, graphics, or platform-generated assets), and such materials remain subject to the terms and conditions of the applicable third-party licenses.
IDM does not transfer ownership of third-party materials to Client. Client’s rights in such materials are limited to the rights included in the applicable Deliverable license and any relevant third-party terms.
From time to time, a third-party platform or rights holder may issue a copyright claim, monetization restriction, or content ID match related to Deliverables. If that occurs, Client should notify IDM promptly. IDM will reasonably cooperate to evaluate the claim and, where appropriate, seek release, replacement, or revision.
Unless otherwise agreed in writing:
- IDM does not guarantee that third-party platforms will never issue claims or monetization restrictions; and
- IDM’s obligations to revise Deliverables in response to claims may depend on whether the issue arose from IDM-selected materials or Client Materials/instructions.
11. USE OF ARTIFICIAL INTELLIGENCE (AI)
IDM may use AI-assisted tools and services in connection with the Service, including for concepting, image generation, video generation, editing assistance, transcription, or other production functions.
11.1 AI Output Expectations
Client acknowledges that AI-generated or AI-assisted outputs may vary from requested descriptions and may reflect limitations or unpredictability of the tools used. IDM will use commercially reasonable efforts to achieve the agreed creative direction, but exact matches to Client’s subjective expectations are not guaranteed unless expressly agreed in writing.
11.2 Ownership and License of AI-Assisted Materials
As between IDM and Client, AI-assisted materials created by IDM for a project are treated as part of the Deliverables and/or Producer Materials under these Terms. Client receives rights to use AI-assisted content only to the extent such content is included in the licensed Deliverables (or as otherwise expressly licensed in writing).
11.3 Third-Party AI Platform Terms
AI tools and platforms may impose their own terms, limitations, reuse rights, or policy restrictions. Client acknowledges that IDM’s services and Deliverables may be subject to such third-party terms.
11.4 No Warranty of Exclusivity or Non-Infringement for AI Outputs
IDM does not warrant that AI-generated or AI-assisted outputs will be exclusive, free from similarity to other outputs, or free from third-party claims. The legal landscape relating to AI is evolving, and Client assumes the risks inherent in the approved use of AI-assisted Deliverables, subject to the other terms of these Terms.
12. DELIVERABLE LENGTHS AND VARIATIONS
Where IDM agrees to produce deliverables of a specific runtime or length, final runtimes may vary slightly from the target length unless exact timing is expressly required in writing (for example, for broadcast deliverables).
Where IDM produces multiple deliverables of different lengths or formats as part of a package, Client acknowledges that such deliverables may contain similar or repeated creative elements, including music, visuals, text, and structure, adapted for different runtimes, aspect ratios, or placements.
13. CLIENT REVIEW, APPROVAL, AND RESPONSIBILITY FOR FINAL USE
Client is responsible for reviewing Deliverables for accuracy, legality, brand compliance, and approval prior to publication, distribution, or use.
Client’s approval (including approval by email, message, or other written confirmation) constitutes Client’s confirmation that the Deliverables are acceptable for Client’s intended use as delivered.
Unless IDM expressly agrees in writing to provide legal review or claims substantiation services, IDM is not responsible for independently verifying factual claims, legal compliance, substantiation of advertising claims, or regulatory disclosures included in Deliverables based on Client Materials or Client instructions.
Client is solely responsible for:
- final publication and distribution decisions,
- use of Deliverables in compliance with applicable laws and platform policies,
- any modifications made by Client or third parties after delivery/approval, and
- ensuring continued compliance if Deliverables are repurposed or reused in new contexts.
14. AUTHORIZED ACCESS, DOWNLOADS, AND DISTRIBUTION OF DELIVERABLES
14.1 Authorized Files; No Unauthorized Capture or Download
Except as expressly authorized in writing by IDM, Client shall not copy, download, screen record, capture, scrape, reproduce, extract, or otherwise retain any raw footage, raw audio, source materials, project files, work-in-progress materials, preview files, draft versions, rough cuts, review links, or any other materials that are not final approved Deliverables (collectively, “Non-Final Materials”).
Non-Final Materials are provided solely for review, feedback, and approval purposes (if provided at all) and are not licensed for distribution, publication, posting, exhibition, reuse, or other exploitation.
14.2 Authorized Final Deliverables Only
Client may use and distribute only those final Deliverable files that:
- have been expressly approved by Client as final; and
- are made available by IDM through IDM’s designated or preferred delivery method (including, for example, IDM-provided repository links, transfer links, hosting links, or other IDM-approved delivery channels).
Any file obtained by screen recording, browser capture, platform export, third-party download tool, unauthorized link extraction, or any means other than IDM’s designated delivery method is not an authorized Deliverable and is not licensed for use or distribution unless IDM expressly approves such use in writing.
14.3 Alternate Delivery Method Requests
If Client prefers an alternate delivery method, Client must request it in writing, and IDM may approve an alternate method in its discretion.
14.4 No Circumvention of Delivery Method
Client agrees not to circumvent IDM’s delivery systems, download restrictions, file access controls, or version controls, and agrees not to use third-party software, plugins, or services to obtain copies of Deliverables or Non-Final Materials except as expressly approved in writing by IDM.
14.5 Quality Control and Version Control
Client acknowledges that these restrictions are material to IDM’s quality control, version control, and approval process, and are intended to ensure that only client-approved, properly encoded, final-authorized Deliverables are used and distributed.
14.6 Responsibility for Unauthorized Versions
IDM is not responsible for the quality, accuracy, encoding, color, audio, metadata, file naming, or legal/commercial suitability of any file obtained or distributed by Client through unauthorized means. Client assumes all responsibility for any use or distribution of unauthorized copies or versions.
14.7 Remedies
Any unauthorized copying, downloading, capture, or distribution of Non-Final Materials or unauthorized versions of Deliverables constitutes a material breach of these Terms and may result in suspension or termination of Client’s access to the Service and/or legal remedies available to IDM.
15. REFERENCING / PORTFOLIO RIGHTS
Unless otherwise agreed in writing, IDM may reference, display, demonstrate, and describe work performed for Client, including Deliverables, project summaries/results, and Client’s name, logo, and other public branding indicia, in IDM’s portfolio, website, social media, pitch materials, reels, award submissions, and other promotional materials.
If a project is confidential or subject to a public release embargo communicated by Client in writing before project start, IDM will honor that confidentiality or embargo until the earlier of (a) Client’s public release or (b) written authorization from Client.
Client may identify IDM as the producer or creator of Deliverables in Client’s marketing or credits, but Client may not use IDM’s trademarks in a manner that implies endorsement beyond the scope of the project.
16. PAYMENT TERMS
16.1 Non-Subscription Projects
Unless otherwise stated in a written agreement:
- Projects under $2,500 require 100% payment in advance before work begins.
- Projects of $2,500 or more require 50% payment up front and 50% final payment upon final approval and before release of final deliverables.
Where multiple assets are produced under one package, IDM may withhold release of final deliverables until all deliverables in the package are approved and all amounts due are paid in full, unless otherwise agreed in writing.
16.2 Subscription Services
For subscription packages, Client agrees to pay the applicable monthly or annual fee as set forth in the applicable subscription agreement, proposal, or checkout terms.
16.3 No Rights Before Full Payment
For all project types, no ownership, license, or usage rights in Deliverables are granted until IDM receives full payment of all amounts due for the applicable project, except as expressly stated in writing by IDM.
16.4 Suspension for Nonpayment
IDM may suspend work, delivery, or support if Client fails to pay amounts due.
17. DISCLAIMERS OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL DELIVERABLES, PRODUCTS, AND MATERIALS PROVIDED BY IDM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY IDM.
IDM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Without limiting the foregoing, IDM does not warrant that:
- the Service will be uninterrupted or error-free;
- Deliverables will be accepted by any third-party platform;
- Deliverables will be free from third-party claims, automated flags, or monetization restrictions;
- Client’s use of Deliverables will achieve any particular commercial or marketing result.
18. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDM AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE, THESE TERMS, OR ANY DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PROJECT OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO IDM FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.
Nothing in these Terms limits liability to the extent such limitation is prohibited by law.
19. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless IDM and its parent, subsidiaries, affiliates, partners, officers, directors, employees, agents, contractors, licensors, service providers, subcontractors, and suppliers (collectively, the “IDM Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Client Materials;
- Client’s instructions, scripts, claims, statements, or factual assertions provided to IDM;
- Client’s breach of these Terms;
- Client’s use, publication, distribution, or exploitation of Deliverables;
- Client’s modification, repurposing, or combination of Deliverables with other materials after delivery;
- Client’s violation of any law, regulation, platform policy, or third-party right (including intellectual property, privacy, publicity, or defamation-related claims).
This indemnity obligation does not apply to the extent a claim is finally determined by a court of competent jurisdiction to have resulted solely from IDM’s unauthorized modification of Client Materials contrary to Client’s written instructions, or IDM’s willful misconduct.
20. ADDITIONAL CLIENT WARRANTIES
Client represents and warrants that:
- Client is free to enter into these Terms and doing so will not violate any obligation owed to any third party;
- Client has not entered and will not enter into any agreement that conflicts with the rights granted to IDM under these Terms;
- Client will cooperate in good faith and provide timely approvals, feedback, and materials necessary for IDM to perform the Service.
21. TERMINATION
IDM may terminate or suspend access to the Service, and may suspend work on any project, if Client breaches these Terms, fails to pay amounts due, or uses the Service or Deliverables in a manner that creates legal or reputational risk to IDM.
Upon termination, any rights granted to Client under these Terms remain subject to all payment obligations and restrictions. Sections that by their nature should survive termination (including ownership, licenses, payment obligations, disclaimers, limitations of liability, indemnification, governing law, and dispute-related provisions) will survive.
22. SEVERABILITY
If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
23. ENTIRE AGREEMENT; ORDER OF PRECEDENCE
These Terms, together with any policies or operating rules posted by IDM and any applicable written proposal, statement of work, subscription agreement, or project agreement accepted by IDM, constitute the entire agreement between Client and IDM regarding the Service.
If there is a conflict between these Terms and a written proposal, statement of work, or project agreement signed or expressly accepted by IDM, the written project-specific agreement controls for that project.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
24. GOVERNING LAW
These Terms and any separate agreements under which IDM provides services shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
25. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice:
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Questions about these Terms should be sent to us at: [email protected]