Aztral Engine LLC & TheKyoko

Standard Terms of Service for Contractors & Affiliates

Effective Date: November 1, 2025

These Standard Terms of Service ("Terms") govern the working relationship between Aztral Engine LLC and its represented artist TheKyoko (collectively, "Company," "we," "us") and any independent contractor, showcaser, affiliate, partner, or other contributor ("Affiliate," "you") engaged by the Company.

By accepting an engagement, project, or compensation from the Company, you ("Affiliate") acknowledge that you have read, understood, and agree to be bound by all conditions of these Terms.

1. Engagement and Services

• Project Brief: Specific services, deliverables, deadlines, and compensation for each project will be defined in a separate "Project Brief" (which may be an email, statement of work, or other written document).
• Binding Terms: These Terms shall govern all Project Briefs. In the event of a direct conflict, the terms of the specific Project Brief will supersede these Terms for that project only.

2. Delivery, Inspection, and Remedies

• Inspection: Upon your submission of the agreed-upon deliverables ("Deliverables"), the Company shall have a reasonable time (e.g., 5-7 business days) to inspect them.
• Failure to Deliver: If the Deliverables are not as described in the Project Brief, or if they are incomplete or defective, the Company will notify you in writing.
• Right to Cure: You will have a reasonable period (e.g., 10 business days) from receiving this notice to "cure" the failure by delivering the correct and complete Deliverables.
• Remedies: If you fail or are unable to cure the failure, the Company's obligation to pay will be adjusted. The Parties agree to negotiate a partial refund or partial payment. This adjustment shall be proportional to the value of the missing or defective portion of the Deliverables.

3. Intellectual Property, Ownership, and Crediting

• A. Ownership of Work: All services performed and all content, assets, or materials created by you in connection with a Project Brief (the "Deliverables") are considered a "work-for-hire" for the exclusive benefit of the Company. To the fullest extent possible, the Company (Aztral Engine LLC and TheKyoko) shall be deemed the sole author and owner of all rights, title, and interest in the Deliverables, including all intellectual property and commercial rights, from the moment of creation. If any portion of the Deliverables is not legally considered a "work-for-hire," you hereby permanently and irrevocably assign to the Company all of your right, title, and interest in and to such Deliverables, including all intellectual property rights.
• B. Commercial Rights: This transfer of ownership is a "commercial purchase" (buy-out). It grants the Company the unrestricted, sole right to use the Deliverables for any and all commercial purposes, including advertising, promotion, and as part of its final products, without limitation or further compensation beyond the initial payment defined in the Project Brief.
• C. Attribution (Crediting): The Company agrees to provide attribution (credit) to you in the following locations, where commercially reasonable:
• On the official product/shop page for the associated avatar
• And In the description of the primary, full-length showcase video(s) posted to the official TheKyoko or Aztral Engine LLC YouTube channel.
• D. Attribution Exceptions: You explicitly acknowledge and agree that the Company has no obligation to provide credit or attribution in derivative, short-form, or paid advertising content. This includes, but is not limited to, "ad rolls," TikTok videos, Instagram/Facebook Reels, and any other promotional posts on the Meta umbrella platforms.

4. Non-Disparagement and Professional Conduct

As an official Affiliate of Aztral Engine LLC and its associated artists ("TheKyoko"), you are considered a professional representative of the brand.

• Your Obligation: You agree to maintain this professional standard and shall not, at any time during or after your engagement, engage in or publish any statements (in any forum, public or private) that constitute slander, libel, or defamation against Aztral Engine LLC, TheKyoko, their products, their customers, or their other business associates.
• Company Policy: Aztral Engine LLC and TheKyoko are dedicated to their creative work and will not be entangled in public drama. Any breach of this clause will be considered a material breach of these Terms.
• Enforcement: In the event of a breach, Aztral Engine LLC will issue a formal Cease and Desist notice. If you fail to comply, Aztral Engine LLC will proceed with litigation to seek all available damages.
• Factual Statements: Any "blacklist" or "call-out" publications you initiate related to the Company or its community must be 100% factual. Any content found to be false, intentionally misleading, or "spun" to present a skewed narrative will be treated as an immediate and severe breach of these Terms and subject to the legal actions described herein.

5. Termination

• Termination for Breach: The Company may terminate its engagement with you immediately, without prior notice, if you materially breach any provision of these Terms, including but not limited to a breach of Section 4 (Non-Disparagement), Section 3 (Intellectual Property), or a failure to remedy as described in Section 2.
• Effect of Termination: Upon termination for a material breach, you will forfeit any right to outstanding payments for the project in question.

6. Independent Contractor Status

You are an independent contractor, not an employee, partner, or agent of the Company. You are solely responsible for all taxes, fees, and other obligations arising from any compensation you receive.

7. Modification of Terms

We reserve the right to modify these Terms at any time. The most current version will be made available to you. By continuing to accept new projects after any such changes, you agree to the new terms.