STUDIO LEVEL

Confidential Submission,
Mutual Non-Disclosure Agreement

Effective Date: Date of Digital Signature

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IMPORTANT AI TECHNOLOGY DISCLOSURE AND CONSENT

Studio Level uses artificial intelligence and other automated technologies as tools in connection with certain services. By signing this Agreement and submitting materials, Client authorizes the limited processing of those materials through such technologies as described below. Client materials remain Client-owned and are not authorized for generalized model training or unrelated use without separate written consent.

 

This Confidential Submission, AI-Assisted Services, and Mutual Non-Disclosure Agreement (the “Agreement”) is entered into by and between Studio Level (“Studio Level,” the “Company,” “we,” “our,” or “us”) and the individual or legal entity submitting materials, purchasing services, or accepting this Agreement (“Client,” “Creator,” “you,” or “your”). Studio Level and Client may each be a “Party” and together the “Parties.”

By checking an acceptance box, applying an electronic signature, purchasing or using the Services after being presented with this Agreement, or submitting any materials through a Studio Level website or approved delivery method, Client acknowledges that Client has read, understands, and agrees to be legally bound by this Agreement.

1. Purpose and Scope of Services

Studio Level provides professional creative and development services, including script coverage, script analysis, development consultation, editorial feedback, story and character analysis, pitch and packaging consultation, research, summarization, formatting, and related services (collectively, the “Services”). The Services may be performed by Studio Level personnel, independent contractors, and authorized technology providers, including AI Technology, solely for the purposes stated in this Agreement and the applicable order, engagement, or service description.

This Agreement governs the receipt, review, processing, and protection of Client materials. It does not, by itself, create an agency, employment, partnership, fiduciary, representation, management, production, publishing, distribution, financing, option, shopping, or joint-venture relationship.

2. Definitions

2.1 “Submitted Materials.”

“Submitted Materials” means all materials, information, and content supplied by or on behalf of Client, whether before or after the Effective Date, including screenplays, television scripts, books, novels, treatments, pitches, story bibles, characters, concepts, artwork, dialogue, plotlines, synopses, audiovisual files, personal notes, research, business information, intellectual property, and supporting documentation.

2.2 “AI Technology.”

“AI Technology” means artificial intelligence, machine learning, large language models, generative AI, automated transcription, classification, summarization, recommendation, editing, analysis, search, content-generation, and similar computational tools or systems, whether operated by Studio Level or an authorized third-party provider.

2.3 “Deliverables.”

“Deliverables” means the reports, notes, evaluations, analyses, summaries, recommendations, or other work product that Studio Level provides to Client as the result of the Services, excluding Submitted Materials and excluding Studio Level Materials.

2.4 “Studio Level Materials.”

“Studio Level Materials” means Studio Level’s pre-existing or independently developed methods, rubrics, templates, forms, checklists, scoring systems, workflows, prompts, prompt libraries, know-how, software, processes, trade secrets, branding, and other tools or materials that are not derived from Client’s protected expression.

2.5 “Confidential Information.”

“Confidential Information” means nonpublic information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. All Submitted Materials are Client Confidential Information whether or not marked confidential.

3. Client Ownership of Submitted Materials

As between the Parties, Client retains one hundred percent (100%) of Client’s right, title, and interest in and to the Submitted Materials, including all copyrights, trademarks, trade secrets, and other intellectual property rights owned by Client. Nothing in this Agreement transfers, assigns, sells, options, or conveys ownership of the Submitted Materials to Studio Level.

Except for the limited authorization expressly granted in Section 4, Studio Level shall not:

• claim ownership of the Submitted Materials or register copyrights or trademarks in Studio Level’s name based on the Submitted Materials;

• sell, license, option, produce, publish, distribute, adapt, commercially exploit, or create unauthorized derivative works from the Submitted Materials;

• represent to any person that Studio Level owns or controls any portion of the Submitted Materials; or

• use the Submitted Materials for any purpose unrelated to the requested Services without Client’s prior written authorization.

4. Limited License to Perform the Services

Client grants Studio Level a limited, non-exclusive, non-transferable except to authorized service providers, non-sublicensable except as stated in this Agreement, revocable, and royalty-free right during the term of the engagement to host, copy, reproduce, transmit, analyze, annotate, format, and otherwise process the Submitted Materials solely as reasonably necessary to provide the Services, generate Deliverables, maintain secure backups, comply with law, and document the Services performed.

The foregoing authorization is a limited services license only. No implied license arises by submission, access, payment, discussion, or course of dealing. Any broader license, option, representation right, submission right, or exploitation right must be set forth in a separate written agreement signed or electronically accepted by both Parties.

5. AI Technology Disclosure, Authorization, and Human Review

Client acknowledges and expressly authorizes Studio Level to use AI Technology, when Studio Level determines it appropriate, to assist with one or more aspects of the Services, including transcription, organization, summarization, comparative analysis, editorial review, idea exploration, drafting, rewriting, research assistance, quality-control checks, and preparation of Deliverables.

AI Technology is used as a tool and may not be used in every engagement. Studio Level retains professional discretion over its workflow and may review, edit, supplement, reject, or replace AI-assisted material. Unless Studio Level separately agrees in writing to an “AI-free” engagement before Client submits materials, Studio Level does not represent that the Services will be performed exclusively by human personnel.

Client may ask whether an AI-free workflow is available before purchasing or submitting materials. Any AI-free requirement is binding only if Studio Level expressly accepts it in writing, and it may affect pricing, delivery time, or service availability.

6. AI Data Use, Model Training, and Third-Party Providers

6.1 Authorized Processing.

Client authorizes Studio Level to transmit or otherwise make Submitted Materials available to authorized AI Technology providers and other subcontractors only to the extent reasonably necessary to perform the Services. Such providers may process data on Studio Level’s behalf and may be located in jurisdictions different from Client’s location.

6.2 No Generalized Model Training Without Consent.

Studio Level will not intentionally use Submitted Materials to train, fine-tune, or improve a publicly available or general-purpose AI model, create an unrelated training dataset, or permit unrelated commercial reuse of Submitted Materials without Client’s prior express written consent. Where commercially available and reasonably appropriate, Studio Level will use business, enterprise, API, privacy, or similar provider settings intended to prevent Submitted Materials and outputs from being used to train or improve generalized models.

6.3 Provider Operations and Retention.

Client understands that an authorized provider may temporarily store, cache, log, scan, or retain inputs and outputs for security, abuse prevention, debugging, service operation, legal compliance, or contractual retention periods. Studio Level will use commercially reasonable care in selecting and configuring providers but cannot guarantee the independent acts, omissions, uninterrupted availability, or absolute security of a third-party system.

6.4 No Sale of Client Materials.

Studio Level will not sell Submitted Materials or disclose them to data brokers, advertising networks, or unrelated third parties for targeted advertising, profiling, or data monetization.

7. AI Output Limitations and Client Review

Client acknowledges that AI-generated or AI-assisted content may be inaccurate, incomplete, outdated, inconsistent, biased, non-unique, or similar to content created for or by third parties. AI Technology may fabricate facts or citations, omit material information, or produce content that requires substantial revision. Studio Level does not warrant that any AI-assisted output is error-free, original in the copyright sense, protectable by intellectual property law, or free of third-party claims.

Deliverables are professional creative opinions and development assistance, not legal clearance, accounting, tax, investment, medical, employment, or other regulated professional advice. Client is responsible for independent review, fact-checking, rights clearance, chain-of-title review, copyright and trademark analysis, privacy and publicity-rights compliance, defamation review, guild or union compliance, and all decisions to publish, submit, finance, produce, distribute, or otherwise exploit any project.

8. Deliverables and Studio Level Materials

Client may use Deliverables for Client’s internal evaluation and development of the applicable project and, subject to payment of all amounts due, in connection with Client’s exploitation of that project. Studio Level does not acquire ownership of Client’s project merely because a Deliverable comments on, analyzes, or suggests revisions to that project.

Studio Level retains all rights in Studio Level Materials and in general skills, experience, concepts, techniques, and know-how that do not disclose or reproduce Client’s protected expression or Confidential Information. To the extent Studio Level Materials are embedded in a Deliverable, Studio Level grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use those embedded elements solely as part of and in connection with the Deliverable and Client’s applicable project.

9. Mutual Confidentiality Obligations

The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only to perform or receive the Services and exercise rights under this Agreement; (b) protect such information using at least reasonable care and no less than the care used to protect its own similar confidential information; and (c) disclose it only to employees, contractors, professional advisers, insurers, financing sources, and technology providers who have a need to know and are bound by confidentiality or professional duties at least as protective as those in this Agreement.

Confidential Information does not include information that the Receiving Party can demonstrate:

• was lawfully known to the Receiving Party without confidentiality restriction before disclosure;

• becomes publicly available through no breach of this Agreement;

• is received lawfully from a third party without a duty of confidentiality;

• is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or

• is approved for release by the Disclosing Party in writing.

If disclosure is required by law, subpoena, court order, or governmental authority, the Receiving Party may disclose only the legally required portion and, where legally permitted and reasonably practicable, shall provide prompt notice so the Disclosing Party may seek protective treatment.

10. Security, Access, and Incident Response

Studio Level will use commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Submitted Materials and the Services. Access will be limited to personnel and authorized providers who reasonably require access to perform the Services, maintain systems, provide support, or comply with law.

No internet transmission, cloud service, or security system is completely secure. Studio Level does not guarantee absolute security. If Studio Level confirms unauthorized access to or disclosure of Submitted Materials in Studio Level’s control that is reasonably likely to materially affect Client, Studio Level will provide notice without unreasonable delay, subject to law-enforcement requests, legal restrictions, and the time reasonably necessary to investigate and remediate the incident.

11. Limited Copying, Storage, and Internal Access

Studio Level may create temporary or archival digital copies solely for secure storage, backup, disaster recovery, internal review, quality control, customer support, billing, dispute resolution, and completion of the Services. All such copies remain subject to this Agreement and do not constitute a transfer of ownership.

Studio Level will not intentionally publish, publicly display, or make Submitted Materials publicly accessible unless Client separately authorizes that disclosure in writing.

12. No Representation, Negotiation, or Submission Authority

Unless the Parties enter into a separate written agreement, Studio Level has no authority to:

• act as Client’s agent, manager, representative, attorney, producer, publisher, distributor, broker, or fiduciary;

• negotiate, accept, reject, or enter into any agreement on Client’s behalf;

• shop, pitch, submit, circulate, or disclose Client’s project to studios, networks, producers, financiers, investors, agencies, managers, publishers, contests, distributors, or other third parties; or

• bind Client to any obligation or represent that Studio Level has such authority.

13. Return, Deletion, and Record Retention

Upon Client’s written request, Studio Level will make commercially reasonable efforts to delete or destroy active service copies of Submitted Materials that are no longer reasonably necessary. Studio Level may retain copies to the extent reasonably necessary for secure backup cycles, accounting and business records, legal compliance, insurance, fraud prevention, dispute resolution, enforcement of this Agreement, or documentation of the Services performed. Confidentiality obligations continue to apply to retained copies.

Studio Level cannot guarantee deletion from third-party backup systems or provider logs before expiration of the provider’s ordinary retention cycle, but will use commercially reasonable efforts to honor valid deletion requests within Studio Level’s practical and contractual control.

14. Client Representations, Warranties, and Responsibilities

Client represents, warrants, and covenants that:

• Client owns the Submitted Materials or has all rights, licenses, permissions, and authority necessary to submit them and authorize the processing described in this Agreement;

• the Submitted Materials and Client’s instructions do not violate law, contract, confidentiality duties, privacy rights, publicity rights, intellectual property rights, or other third-party rights;

• Client will not knowingly submit malware, unlawful content, or information subject to special legal restrictions unless Studio Level has expressly agreed in writing to appropriate handling requirements;

• Client will not submit protected health information, government identification numbers, payment-card data, account credentials, highly sensitive personal data, or confidential information belonging to an unrelated third party unless strictly necessary and expressly approved in writing by Studio Level; and

• Client is responsible for maintaining its own original and backup copies of all Submitted Materials.

Studio Level relies on these representations and has no duty to investigate Client’s ownership, permissions, chain of title, or legal authority unless the Parties separately agree in writing.

15. Independent Creation and Similarity of Ideas

Nothing in this Agreement prevents Studio Level or its personnel from creating, reviewing, or providing services concerning other projects that may contain ideas, themes, premises, genres, settings, characters, structures, titles, techniques, or concepts that are similar to those in the Submitted Materials, provided Studio Level does not make unauthorized use of Client’s protectable expression or Confidential Information.

Client acknowledges that ideas and concepts may be independently created, may be common in the entertainment and publishing industries, and may be generated in similar form by humans or AI Technology. Similarity alone does not establish access, copying, breach, or infringement.

16. No Guarantee of Outcome

Studio Level does not guarantee production, financing, representation, optioning, acquisition, publication, distribution, sales, awards, placement, contest results, audience reception, legal protection, commercial success, or any particular response from a third party. Evaluations, scores, opinions, forecasts, and recommendations are subjective and may differ from those of other readers, buyers, representatives, or decision-makers.

17. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, DELIVERABLES, AI-ASSISTED OUTPUTS, AND TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” STUDIO LEVEL DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED AVAILABILITY, AND RESULTS, EXCEPT TO THE EXTENT A WARRANTY CANNOT LAWFULLY BE DISCLAIMED.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, STUDIO LEVEL AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, DATA, OPPORTUNITY, GOODWILL, OR BUSINESS; OR CLAIMS ARISING FROM CLIENT’S RELIANCE ON, PUBLICATION OF, OR EXPLOITATION OF AI-ASSISTED OR OTHER DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, STUDIO LEVEL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SPECIFIC SERVICES AT ISSUE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO STUDIO LEVEL FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED, INCLUDING LIABILITY FOR STUDIO LEVEL’S FRAUD OR WILLFUL MISCONDUCT.

19. Indemnification

Client shall defend, indemnify, and hold harmless Studio Level and its owners, officers, employees, and contractors from third-party claims, damages, judgments, liabilities, penalties, costs, and reasonable attorneys’ fees arising from: (a) Client’s breach of Section 14; (b) an allegation that Submitted Materials, Client instructions, or Client’s exploitation of a Deliverable violates law or third-party rights; or (c) Client’s material modification or use of a Deliverable outside the contemplated purpose. Client has no indemnification obligation to the extent a claim results from Studio Level’s fraud, willful misconduct, or unauthorized use of Submitted Materials.

Studio Level shall provide reasonably prompt notice of an indemnified claim and reasonable cooperation at Client’s expense. Client may control the defense, but may not settle a claim in a manner that admits wrongdoing by, imposes nonmonetary obligations on, or fails to fully release Studio Level without Studio Level’s prior written consent, not to be unreasonably withheld.

20. Term and Survival

This Agreement becomes effective upon Client’s first valid electronic acceptance, submission, or purchase after being presented with the Agreement and remains in effect for the duration of the Parties’ relationship unless superseded or terminated in writing. Either Party may end a service engagement subject to any applicable order terms, accrued payment obligations, and rights already granted for work completed.

Sections concerning ownership, limited licenses for completed work, confidentiality, retained records, independent creation, disclaimers, limitation of liability, indemnification, governing law, and any provisions that by their nature should survive will survive termination. Trade-secret obligations survive for so long as the information remains a trade secret under applicable law; other confidentiality obligations survive for five (5) years after disclosure, except Submitted Materials that remain unpublished or otherwise confidential will continue to be protected for so long as they remain confidential through no fault of Studio Level.

21. Electronic Records and Signatures

The Parties consent to conduct this transaction electronically. Electronic signatures, typed signatures, click-through or checkbox acceptance, digital certificates, and other legally recognized electronic authentication methods have the same force and effect as handwritten signatures. Electronic records maintained by Studio Level, including timestamped acceptance records, may be used as evidence of execution, notice, and the Parties’ course of dealing. Counterparts and electronically transmitted copies are deemed originals.

22. Governing Law; Jurisdiction; Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules that would apply another jurisdiction’s laws. The Parties consent to personal jurisdiction in Florida. Any action arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction located in the Florida county in which Studio Level maintains its principal place of business, unless applicable law requires another venue. Each Party waives any objection based on inconvenient forum to the fullest extent permitted by law.

23. Notices

Notices under this Agreement must be in writing and may be delivered by email to the address associated with the receiving Party’s account or signature, by recognized overnight courier, or by certified mail. Email notice is effective when sent unless the sender receives an automated failure notice; provided that notices of legal claims, indemnification demands, or termination for breach should also be sent by a second commercially reasonable method when practicable.

24. Assignment and Subcontracting

Client may not assign this Agreement without Studio Level’s prior written consent, except in connection with a bona fide transfer of substantially all rights in the applicable project, provided the assignee agrees in writing to be bound. Studio Level may assign this Agreement in connection with a merger, reorganization, sale of substantially all assets, or transfer of the relevant business. Studio Level may use employees, contractors, and service providers to perform the Services, but remains responsible for its obligations under this Agreement.

25. Force Majeure

Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, internet or utility failures, cyberattacks, epidemics, or material outages or changes affecting third-party technology providers. This Section does not excuse Client’s obligation to pay for Services already performed.

26. Waiver and Severability

A waiver is effective only if in writing and applies only to the specific instance stated. Failure or delay in enforcing a provision is not a continuing waiver. If any provision is held invalid, unlawful, or unenforceable, it will be enforced to the maximum lawful extent or modified to reflect the Parties’ original intent as closely as permitted, and the remaining provisions will remain in full force and effect.

27. Entire Agreement; Amendments; Order of Precedence

This Agreement, together with any accepted order, service description, pricing terms, and expressly incorporated policy, constitutes the complete agreement concerning its subject matter and supersedes prior or contemporaneous discussions, representations, and agreements on that subject. An amendment must be in writing and accepted by both Parties, except Studio Level may update operational or technology disclosures prospectively by presenting revised terms for acceptance before a future purchase or submission.

If an accepted order expressly conflicts with this Agreement, the order controls only as to the specific Services covered by that order. No purchase order, email footer, or unilateral term supplied by Client modifies this Agreement unless Studio Level expressly agrees in writing.

28. Acceptance and Acknowledgments

By electronically accepting and signing below, Client certifies and agrees that:

• Client has read this Agreement in its entirety, understands its terms, and voluntarily agrees to be legally bound;

• Client retains ownership of the Submitted Materials, subject only to the limited service authorization stated in this Agreement;

• Studio Level uses AI Technology in connection with certain Services, and Client gives the informed authorization described in Sections 5 and 6;

• AI-assisted outputs require independent review and are not guaranteed to be accurate, unique, legally protectable, or free of third-party claims;

• Studio Level acquires no production, publishing, representation, negotiation, submission, option, or exploitation rights except under a separate written agreement; and

• the individual accepting for an entity has authority to bind that entity.