GENERAL TERMS AND CONDITIONS FOR AUDIOVISUALPRODUCTION

‍These General Terms and Conditions of Production (the “GTC”) setout the terms and conditions under which MTR PRODUCTION, aprivate company registered with the Toulouse Trade and Companies Register under number 982 109 803, with its registered office at 2,rue d’Austerlitz – 31000 Toulouse - France (“MTR.ai”), provides its client (the “Client”) with the audiovisual production services described in the quotation issued by MTR.ai and accepted by the Client (the “Quote”).

The Quote and these GTC together form the “Contract”. In the event of any inconsistency, the Quote shall prevail in respect of the commercial, technical and operational aspects specific to the Order.

‍1. Definitions
“AI Tools”: the artificial intelligence software, models or services used by MTR.ai or its subcontractors in connection with the Services.
‍“Additional Services”: services provided by MTR.ai that do not fall within the scope of the Music Video Services and which are agreed upon in a new Quote.
‍“Approval Platform”: the online platform through which the Client will be invited to provide instructions or approve production stages.
‍“Approved Costs”: additional costs expressly approved by the Client, including by email.
‍“Artist”: the musical artist(s) identified in the Quote.
‍“Client Content”: all content, instructions, data and materials provided by the Client, including but not limited to sound recordings, the Artist’s name (including nicknames, pseudonyms and personas), images, photographs, video/film footage, voices, slogans, logos, andbiographical information, identifiable body marks and tattoos, data and other identifiable marks, as well as any reproduction or simulation thereof, including any associated rights thereto, worldwide
‍“Confidential Information”: any information disclosed by one Party to the other in connection with the Contract, including commercial, technical, creative, financial or strategic information.
‍“Deliverables”: the sole final elements expressly identified in the Quote and delivered to the Client, namely, for Music Video Services, the final master of the Music Video and its agreed variations, and for Additional Services, any Deliverable agreed in the Quote.
‍“Delivery”: the provision of the Deliverables by MTR.ai via a download link or any other agreed means.
‍“Fees”: the remuneration due to MTR.ai in respect of the Services and Deliverables.
‍“Music Video”: the audiovisual work illustrating the Phonogram in t he formats, durations, variations and intended uses specified in the Quote.
‍“Music Video Services”: the design, production, post-production and delivery of music videos provided by MTR.ai.
‍“Order”: the Client’s request for Services confirmed in the Quote.
‍“Pre-existing MTR.ai Elements”: the tools, methods, know-how, software, prompts, workflows, libraries, templates, settings, pipelines and other elements belonging to MTR.ai or its subcontractors, developed prior to or independently of the Contract.
‍“Production Materials”: all preparatory, intermediate or technical elements created, used or generated in connection with the Services, including concept notes, synopses, mood boards, storyboards, mock-ups, rushes, source files, prompts, settings, sessions, technical documents and intermediate versions.
‍“Services”: the services provided by MTR.ai, including the Music Video Services and the Additional Services.
‍“Sound Recording”: the sound recording identified in the Quote as the musical track for the Music Video.
‍“Validation Address”: the email address provided by the Client for receiving validation requests.
‍“Working Days”: the usual business days in main land France, excluding Saturdays, Sundays and public holidays.

‍2. Scope and Performance of the Services
‍MTR.ai shall perform the Services described in the Quote. By signing the Quote, the Client acknowledges that the Order is final and implies unreserved acceptance of the terms set out in the Quote and in these GTC. Any modification or additional service must be agreed in writing (including by email) or via a supplementary Quote.
Unless otherwise stipulated, the Music Video Services comprise the following phases: concept note, production, revisions, post-production and Delivery.
The Client acknowledges that the Services may be performed, in whole or in part, with the assistance of AI Tools and that such use may result in creative variations inherent to this type of technology. MTR.ai may freely engage any employee, service provider, partner or subcontractor of its choice to perform the Services, under its responsibility.
In the specific case where the package chosen by the Client includes filming services, MTR.ai acknowledges (a) that it has obtained all the necessary authorisations to under take the production and filming, and (b) that it has entered into the necessary agreements and made the required declarations with any natural or legal person involved in the filming, with the exception, however, of those relating to the Artist’s participation, for which the Client acts as guarantor vis-à-vis MTR.ai, and of any representative of the Client orthe Artist.
The Client must ensure the Artist’s availability for the duration required to produce the Music Video, and shall bear the cost of any budget overrun resulting from the Artist’s absence or unavailability, unless such absence or unavailability was notified to MTR.ai more than 72 hours prior to the start of filming.
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‍3. Approval
‍The Client shall designate a Validation Address to receive the link to the Approval Platform. Any instruction or approval received via the Approval Platform shall be deemed to have been issued by a person authorised to bind the Client and shall be binding on the Client.
At each stage requiring validation, and unless otherwise stipulated in the Quote, the Client has two (2) Working Days from receipt of the materials to:
● either approve them in writing;
● or to submit, in writing, sufficiently specific requests for amendments.
If the Client fails to provide notification of acceptance or rejection within the specified timeframe, MTR.ai may request a written decision. In the event of rejection, MTR.ai will amend the Deliverables within 2 Working Days of receiving the Client’s feedback. This revision process will be repeated until the Client’s formal acceptance, being understood that final approval is only effective upon MTR.ai’s receipt of a final validation on the Approval Platform.
Any request for changes exceeding the number of revision rounds specified in the Quote, relating to a stage that has already been validated, or altering the agreed scope, will give rise to a supplementary quotation and may result in a delay to the agreed schedule.
Email correspondence between the Parties or validation on the Approval Platform shall be deemed authentic for the purposes of the Order’s execution, in particular regarding validations, requests foramendments, Approved Costs and schedule adjustments.
MTR.ai shall not be liable for any delay resulting from the Client’s late approval, failure to receive the approval request, or the Artist’s unavailability
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‍4. Delivery
‍Upon final validation, MTR.ai shall provide the Client with the Deliverables specified in the Quote.
The Deliverables are made available via a download link, which maybe temporary. The Client is responsible for downloading, archiving and securing them.
Unless expressly stated otherwise in the Quote, Production Materials are not part of the Deliverables and are not provided to the Client.
MTR.ai may retain the Client’s Content and Production Materials for six (6) months from the date of Delivery, for the sole purpose of technical support, evidence and, where applicable, the supplementary provision of the Deliverables alone or the performance of Additional Services. At the end of this period, MTR.ai may freely delete them, without any obligation to archive them.

‍5. Price and payment
‍The Client shall pay MTR.ai the Fees set out in the Quote. All sums shall be issued and paid in EUR. All amounts are exclusive of VAT. If required by applicable VAT legislation, VAT will be added on top of the amount. All sums payable shall be paid free and clear or all deductions, with holdings, set-offs, counterclaims or otherwise of any tax (“Deductions”), save only as may be required by law. If any Deductions are required by law, Client shall pay to MTR.ai such additional amount to ensure MTR receives the same total amount that it would have received if no such Deduction had been required. Unless otherwise stipulated, invoices are payable by bank transfer within thirty (30) days net from the date of issuance.
The Fees cover the provision of the Services and the transfer of rights to the Deliverables in accordance with the terms of Article 7, excluding Approved Costs.
In the event of late payment, the sums due shall bear interest at the rate provided for in Article L.441-10 of the French Commercial Code, in addition to the statutory fixed compensation for recovery costs, under the conditions provided for in Articles L.441-6 and D.441-5 of the French Commercial Code.
In the event of non-payment by the due date, MTR.ai may suspendthe performance of the Services and/or the Delivery of the Deliverables until full payment of the sums due has been received.

‍6. Cancellation and termination
‍Unless otherwise agreed between the Parties, in the event of cancellation of the Order by the Client, the Fees shall remain payable in the amount of:
● 20% prior to validation of Phase 1;
● 40% after approval of Phase 1 and before approval of Phase2;
● 60% after approval of phase 2 and before approval of phase 3;
● 80% after approval of phase 3 and before the start of phase 4;
● 100% from the start of Phase 4.Either Party may terminate the Contract in the event of a breach bythe other Party that is not remedied within fifteen (15) days of writtennotice being served.
MTR.ai may suspend or terminate the Contract immediately in theevent of non-payment by the Client or a manifestly unlawful request.

‍7. Intellectual Property
‍The Client’s Content remains the property of the Client or its rights holders. The Client authorises MTR.ai to use it to the extent necessary for the performance of the Services.
Subject to full payment of the sums due in respect of the relevant Order, MTR.ai assigns to the Client, on an exclusive basis, inaccordance with Article L132-24 of the French Intellectual Property Code, worldwide and for the entire legal term of legal protection, all economic rights relating to the Deliverables, including in particular the rights of reproduction, performance, adaptation, modification, communication to the public, exploitation, sub-licensing and the right to make any filings or registrations. This assignment is, however, subject to the rights granted to the SACEM by the authors and to the exploitation rights of the authors incorporated, where applicable, in the Deliverables.
In accordance with the exemption provided for in Article L131-4-3° of the French Intellectual Property Code, the Parties have agreed on a lump-sum consideration for this assignment, which is included in the Fees.
The following are not transferred to the Client and remain the exclusive property of MTR.ai or its licensors:
● MTR.ai’s Pre-existing Elements;
● Production Materials not expressly identified as Deliverables in the Quote;
● prompts, settings, workflows, tools, libraries, templates, undelivered source files, intermediate versions and internal technical documents.
MTR.ai remains free to reuse its know-how, methods and tools for other projects, provided that it does not reuse the Client’s Content or elements enabling the Client’s Deliverables to be recreated identically, unless the Parties have agreed on Additional Services relating to the same Client Content.
Unless the Client expressly notifies its refusal no later than upon signing the Quote, MTR.ai may, strictly for the purposes of self-promotion, mention the Client’s name and distribute an extract of the Deliverables not exceeding thirty (30) seconds, only after they have first been made publicly available by the Client.

‍8. Client Warranties
‍The Client warrants that it holds all necessary rights, authorisations and consents in respect of the Client’s Content, including, where applicable, for any processing by AI Tools.
Where the Services involve the use, reproduction, transformation or synthesis of the image, voice or personality traits of a natural person, pre-existing works or elements belonging to a third party, in particular through the use of AI Tools, the Client warrants that it has obtained all necessary express prior written authorisation.
The Client indemnifies MTR.ai against any claims, actions, judgments, costs or expenses a rising from the Client’s Content or instructions provided by the Client.

‍9. Confidentiality
‍Each Party undertakes, during the term of the Contract and for five (5) years following its termination, not to use or disclose the other Party’s Confidential Information, except for the purposes of performing the Contract or pursuant to a legal obligation. This obligation shall not apply to information that has entered the public domain through no fault of the Party concerned, is already lawfully known, has been lawfully obtained from a third party, or whose disclosure is required by law or a competent authority.

‍10. Personal Data
‍Each Party undertakes to comply with applicable regulations regarding the protection of personal data. The Client remains solely responsible for the lawfulness of the personal data contained in the Client’s Content that it transmits to MTR.ai or requests to be used in connection with the Services.

‍11. Artificial Intelligence
‍The Client acknowledges and agrees that the Services are provided, in whole or in part, with the assistance of AI Tools operated by MTR.ai or its authorised subcontractors.
MTR.ai warrants that it holds the necessary rights of use for the AITools it utilises.
The Client acknowledges, however, that:
● results produced with the assistance of AI involve a degree of technical uncertainty;
● MTR.ai does not guarantee either the absolute absence of similarity with third-party content, or the eligibility of the Deliverables for copyright protection or registration in all jurisdictions;
● certain regulations, platforms or distributors may impose specific labelling, information or restrictions regarding contentg enerated or modified using AI.
MTR.ai may apply any labelling, watermarking or information required by law, an authority, a platform or a reasonable compliance requirement.
MTR.ai reserves the right to refuse any request that is manifestly unlawful, defamatory, misleading or infringes the rights of a thirdparty or human dignity.

‍12. Liability
‍MTR.ai is bound by an obligation of means.
The Client remains solely responsible for the lawfulness of the Client’s Content, for obtaining the necessary authorisations, and for the use and distribution of the Deliverables.
MTR.ai shall not be held liable for any delays, defects or failure to perform which are attributable to the Client, the Artist, a third party appointed by the Client, an event of force majeure or the absence of authorisations for which the Client is responsible.
MTR.ai shall in no event be held liable for indirect or unforeseeable damages, including, in particular, loss of revenue, operating losses, loss of opportunity, damage to reputation, loss of data or business interruption.
MTR.ai’s total aggregate liability, on whatever grounds, is capped at the amount actually paid by the Client to MTR.ai in respect of the relevant Order, tax excluded.
These limitations shall not apply in the event of personal injury, fraud, wilful misconduct, breach of confidentiality obligations, orinfringement of the other Party’s intellectual property rights inrespect of its pre-existing elements or content provided.

‍13. Force majeure
‍Neither Party shall be held liable for any failure or delay resulting from an event beyond its reasonable control and constituting force majeure within the meaning of Article 1218 of the French CivilCode. If such an impediment continues for more than thirty (30) days, either Party may terminate the relevant Order by written notice, without any compensation being payable by either Party, subject to payment for services already performed and costs already incurred.

‍14. Final provisions
‍The Contract constitutes the entire agreement between the Parties and supersedes any prior correspondence or agreement relating to the same subject matter.
Any amendment to the Contract must be in writing.
The Client may not assign the Contract without the prior written consent of MTR.ai. MTR.ai may assign the Contract to any company within its group. If any provision of the Contract is declared null and void or unenforceable, the remaining provisions shall remain inforce.
The Contract is governed by French law.
Any dispute relating to its validity, interpretation, performance or termination shall fall within the exclusive jurisdiction of the Commercial Court of Paris.