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AndCut Films / Legal

Client Terms

Last updated: October 28, 2026

These Client Terms (the "Terms") apply to all services, films and other work provided by HDC Brands LLC, a New Jersey limited liability company doing business as AndCut Films ("AndCut Films," "Studio," "we") to any company or person ("Client," "you"). They follow the norms used across the commercial film, advertising and creative-agency industry: the studio owns what it creates, and the client receives a license to use the final, paid-for films.

This document is provided in English. The English version governs any translation.

1. Acceptance and order of precedence

These Terms are incorporated by reference into every proposal, quote, estimate, order, statement of work, subscription or monthly program, change order and invoice we issue (each an "SOW"). You accept these Terms, and they bind you and your company, when you do any of the following:

  • sign or electronically accept an SOW, or reply in writing approving it;
  • subscribe to, start or renew a plan or monthly program;
  • pay any invoice, deposit or fee;
  • instruct us in writing to begin work, or supply materials for a project after receiving an SOW; or
  • receive, view, use or distribute any Demo or Deliverable.

Electronic acceptance, e-signatures and email approvals are binding under the US E-SIGN Act and the Uniform Electronic Transactions Act as adopted in New Jersey. If an SOW conflicts with these Terms, the SOW controls only for the point it expressly changes. Terms in your purchase orders, vendor portals or other documents do not apply, even if we accept or sign them for administrative purposes, unless an authorized officer of HDC Brands LLC expressly agrees to them in a signed writing that refers to these Terms.

2. Definitions

  • Deliverables: the final, approved versions of the films, cutdowns, stills and other files listed in an SOW and delivered to you.
  • Work Product: everything we create or generate in the course of our work other than Client Materials, including concepts, treatments, scripts, storyboards, characters, scenes, generated images, video, voice and music, prompts, seeds, model settings, fine-tuned models, edits, project files, alternates, outtakes, unused material, Demos and Deliverables.
  • Demo: any spec film, sample, preview, pitch, concept or mock-up, as defined in our Terms of Use.
  • Studio Materials: our pre-existing and independently developed tools, workflows, templates, prompt libraries, models, characters, graphics, music and know-how.
  • Client Materials: logos, trademarks, footage, photos, product data, documents and other materials you supply.
  • Third-Party Materials: licensed stock, music, fonts, voices and similar materials owned by others.

3. Ownership: we own the work

HDC Brands LLC owns and retains all right, title and interest, including all copyrights, trademarks, trade secrets and other intellectual-property rights, in all Work Product and Studio Materials, including Demos and Deliverables. Nothing is a "work made for hire" and nothing is assigned to you unless an SOW expressly provides for a paid assignment ("buyout") signed by both parties.

You retain ownership of Client Materials and your trademarks. Third-Party Materials remain owned by their licensors and are sublicensed to you only within the limits of their licenses, which we will identify in the SOW or delivery notes.

Because some elements of AI-assisted work may not be protected by copyright in every country, you agree that the ownership, license and use restrictions in these Terms apply to all Work Product as contractual obligations, regardless of whether a particular element is protected by copyright.

4. Your license to the Deliverables

Subject to full and timely payment of all fees, we grant you a non-exclusive, non-transferable license to use the Deliverables for your own company's marketing, advertising, sales and internal communications, in the media, territory and term stated in the SOW. If the SOW is silent, the license is worldwide, in all media, and for as long as you remain current on payments. The license:

  • starts only when we receive full payment for the relevant Deliverables; before that, all use is unauthorized;
  • covers only the final approved Deliverables in the form delivered, and permits only reformatting, resizing, subtitling and trimming that does not change meaning or remove credits, notices or disclosures;
  • may be exercised by your agencies, media buyers and platforms acting on your behalf, but may not be sublicensed, sold, transferred or used for any other company, product or brand, including affiliates not named in the SOW;
  • does not include Work Product other than Deliverables, such as alternates, raw generations, project files, prompts, models or Studio Materials, which we are not required to deliver;
  • does not permit you to use any Deliverable or Work Product to train, fine-tune or prompt AI models, or to create derivative works, sequels or new versions without us.

Exclusivity, a buyout of rights, delivery of project files, or additional media, territories, brands or term are available for an additional fee set out in a signed SOW. Licenses for monthly programs and subscriptions continue for each Deliverable for as long as the program is paid for that Deliverable, unless the SOW grants a perpetual license.

5. Demos and pitches

Demos remain our exclusive property and are provided for private evaluation only. No license is granted unless you sign an SOW for that Demo and pay in full. Concepts, scripts and creative approaches presented in a Demo or pitch are our confidential work: for twelve (12) months after we present them, you may not produce, or have anyone else produce, a film based on them without engaging us or agreeing a license fee with us in writing.

Demos may carry visible watermarks, copyright notices and AI-generated labels. Removing, cropping, obscuring or altering them is prohibited.

6. Unauthorized use

Any use of a Demo, Work Product or Deliverable outside the license above, including use before full payment, use after a license ends, use beyond the agreed media, territory, term or brand, removal of notices, or recreation through another vendor or AI tool, is unauthorized use and infringement of our rights. In that case, in addition to every other remedy available by law:

  • you agree to pay an unauthorized-use fee equal to three times (3x) our then-current standard fee for the use made, which the parties agree is a reasonable estimate of damages that are difficult to calculate, together with any unpaid fees;
  • you must stop the use and remove the material from all channels within five (5) business days of our notice;
  • we may seek injunctive relief without posting a bond, statutory damages and attorneys' fees where available under copyright law, and recovery of our reasonable collection and legal costs.

7. Client Materials and responsibilities

You represent that you own or have all rights needed for Client Materials and for any claims, facts and figures you ask us to state, such as capacities, certifications, transit times, coverage, prices or results, and that they are accurate and lawful. You grant us a license to use Client Materials to perform the work. You are responsible for reviewing and approving each Deliverable for legal and regulatory compliance in your markets before publishing it.

8. Process, approvals and revisions

Each SOW sets out scope, deliverables, number of revision rounds and timing. Feedback must be consolidated and provided in writing. A Deliverable is approved when you approve it in writing, publish or use it, or do not provide written feedback within five (5) business days of delivery. Additional revisions, changes in scope or new requests are change orders billed at our then-current rates. Timelines depend on your timely feedback and materials.

9. Fees, payment and subscriptions

  • Fees, deposits and payment schedules are stated in the SOW. Unless stated otherwise, invoices are due within fifteen (15) days, in US dollars, without set-off, and exclusive of taxes, bank fees, media spend, travel and Third-Party Materials, which you pay.
  • Late amounts accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. We may suspend work and withhold Deliverables, and any license is suspended, while amounts are overdue.
  • Monthly programs and subscriptions renew automatically each month until either party gives thirty (30) days' written notice of cancellation. Fees for a started period are not refundable, and unused deliverables do not roll over unless the SOW says so.
  • If you cancel or pause a project, you pay for all work performed to that date, non-cancellable third-party costs and any cancellation fee stated in the SOW. Deposits are non-refundable once work has begun.
  • Free Demos are free; a free Demo never creates a license.

10. Credit and portfolio

We may show Deliverables and Demos made for you in our portfolio, reel, website and pitches once a Deliverable has been published, or otherwise with your permission, and we may identify you as a client. If your SOW marks a project as confidential, we will not show it publicly. Deliverables may carry a discreet "Made by" credit in descriptions or end cards where the SOW allows.

11. Confidentiality

Each party will keep confidential the other's non-public business information marked or reasonably understood as confidential, and use it only for the work. This does not cover information that is public, already known, independently developed or lawfully received from others, or that must be disclosed by law. Our unpublished Demos, concepts, prompts, workflows and pricing are our confidential information.

12. AI production

We produce films with AI tools under human direction, as explained in our AI Policy. AI outputs may resemble material generated for others, and we do not guarantee that generated elements are unique or registrable. We will not knowingly include a real, identifiable person's likeness or voice without consent, or a third party's trademark without permission. Disclosure labels are part of the Deliverables and must not be removed where law or platform rules require them.

13. Warranties and disclaimers

We will perform the services in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED, THE SERVICES, DEMOS AND DELIVERABLES ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE ANY BUSINESS, SALES, VIEW, ENGAGEMENT OR HIRING RESULT.

14. Indemnities

You will defend, indemnify and hold harmless HDC Brands LLC from third-party claims arising from Client Materials, claims you asked us to state, your modifications or use of the Deliverables outside these Terms, or your breach.

We will defend you against third-party claims that a Deliverable, as delivered and used within the license, infringes a United States copyright or trademark, excluding claims arising from Client Materials, Third-Party Materials used within their license, your instructions, or your modifications. Our obligation is subject to the liability cap below.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR GOODWILL. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY SOW OR THESE TERMS WILL NOT EXCEED THE FEES YOU ACTUALLY PAID UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNITIES, OR YOUR INFRINGEMENT OR UNAUTHORIZED USE OF OUR INTELLECTUAL PROPERTY.

16. Term and termination

These Terms apply from your first acceptance and continue for as long as any SOW, license or payment obligation is in effect. Either party may terminate an SOW for material breach not cured within fifteen (15) days of written notice. On termination, you pay for work performed, and licenses to unpaid Deliverables end. Sections on ownership, Demos, unauthorized use, payment, confidentiality, indemnities, liability and disputes survive.

17. Governing law and disputes

These Terms and every SOW are governed by the laws of the State of New Jersey and applicable United States federal law, without regard to conflict-of-law rules. The state courts located in Bergen County, New Jersey, and the United States District Court for the District of New Jersey have exclusive jurisdiction, and both parties consent to them. We may seek injunctive relief to protect our intellectual property or confidential information in any court of competent jurisdiction. In any action to enforce these Terms or collect fees, the prevailing party may recover its reasonable attorneys' fees and costs. The UN Convention on Contracts for the International Sale of Goods does not apply.

18. General

We are an independent contractor. Neither party is liable for delays caused by events beyond its reasonable control. You may not assign an SOW or license without our written consent; we may assign to an affiliate or successor and use subcontractors, remaining responsible for their work. Notices must be in writing and may be sent by email to the addresses in the SOW, or to us at the address below. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remain in effect. No waiver is effective unless in writing.

We may update these Terms for future work. The version in effect when an SOW is accepted applies to that SOW and its renewals unless both parties agree otherwise; renewals of monthly programs after notice of an update are governed by the updated version.

19. Contact

HDC Brands LLC, doing business as AndCut Films
New Jersey, United States
General: hello@andcutfilms.com · Legal and rights: legal@andcutfilms.com · Privacy: privacy@andcutfilms.com