1. Preamble & Acceptance of Terms
This Master Terms of Service Agreement (“Agreement”) constitutes a legally binding contract between Fine Entertainment | 凡音文化有限公司, operating under the brand name Onyx Studios (“Onyx,” “we,” “us,” “our”) and you (“User,” “Client,” “you”). Onyx Studios is a registered brand of Fine Entertainment | 凡音文化有限公司 (Unified Business No.: 24312593).
By accessing the Onyx Studios Platform, using our API, or purchasing any Digital Goods License (including but not limited to AI Voice, Studio Music, and Live Session services), you expressly acknowledge that you have read, understood, and agree to be bound by these terms.
If you do not agree to these terms, you must immediately cease all use of the service.
Data Usage: All original materials and assets uploaded by the Client are used exclusively for project fulfillment and internal quality control. Onyx Studios will not utilize Client-provided source assets for any commercial purpose beyond the scope of the contracted project. For details on how we collect, use, and protect personal data, please refer to our Privacy Policy. For rules governing permissible use of the Service and generated Assets, please refer to our Acceptable Use Policy.
2. Nature of Service: Spot Transaction Model
To comply with banking and financial regulations, Onyx operates strictly as a digital goods retailer.
- 2.1 Spot Transaction Only: All purchases are immediate exchanges of payment for digital goods.
- 2.2 No Stored Value: We do not offer or support any form of digital wallet, credits, or stored value accounts.
- 2.3 Immediate Fulfillment: Our contractual obligation is deemed fully satisfied at the moment the digital audio file is generated and made available for download, subject to the technical fault provisions in Section 10.3.
3. Voiceover Packages & Licensing
Onyx remains the sole owner of all underlying technology and proprietary voice models. Usage rights are determined by the package purchased.
3.1 Base Packages
- AI Instant Voice (US$39, up to 60s): Pure AI generation. Includes Standard Commercial Rights.
- Director’s Cut (US$89, up to 60s): AI + Human Director polish. Includes Standard Commercial Rights.
- 100% Live Studio (US$229, up to 60s): Recorded live by professional human actors. All rights levels included.
3.2 Cumulative Rights Levels (Add-On Pricing)
- Standard Commercial: YouTube, Social Media, Podcast, Website — included in all packages.
- Broadcast TV & Full Media Buyout: Television, Radio, Cinema — add-on for AI Instant (+$89 USD) and Director’s Cut (+$89 USD); included in 100% Live Studio.
- Global TV & Game Rights: All territories, all channels, gaming, OTT, streaming — add-on for AI Instant (+$189 USD) and Director’s Cut (+$189 USD); included in 100% Live Studio.
Rights levels are cumulative: Global includes all Broadcast rights, which includes all Standard rights.
4. Music Production Plans & Licensing
The licensing scope depends on the production methodology and the specific package purchased.
4.1 AI Curator & Pro Arrangement (Master Usage License)
- AI Curator: Grants a Commercial Use License for the Master Recording; intended for YouTube and Social Media. Does not include Broadcast TV or Exclusive Ownership.
- Pro Arrangement: Grants professional synchronization rights for Broadcast TV, Film, and Cinema. Onyx retains the underlying copyright; Exclusive Ownership is not granted.
4.2 Masterpiece (Full IP Ownership & Buyout)
- Methodology: Involves mandatory human melodic intervention (modifying at least 30% of the melody) and full human production.
- Grant: This process creates a Derivative Work under law, for which Onyx transfers Complete Ownership (Full Buyout) to the Client.
5. Live String Recording Services
This section applies to recording services based on client-provided MIDI or scores.
Upon full payment, Onyx grants 100% Ownership of the Master Recording Rights to the Client. The Client retains all rights to the underlying musical composition.
Projects exceeding the standard track duration will incur overage fees per extra minute (ranging from $200 to $350 USD depending on the ensemble size).
Onyx will deliver high-resolution Multitrack Stems (24-bit/48kHz). Specific recording techniques and configurations are at the sole professional discretion of Onyx Studios.
6. Work Made for Hire & Rights Transfer
All approved work produced by Onyx Talent (voice actors and singers) is performed on a Work Made for Hire basis. Upon completion, all rights — including Master Recording Rights and Composition Rights — are irrevocably transferred to Onyx Studios.
The scope of rights granted to the Client depends on the purchased package and rights level (Standard, Broadcast, or Global). Specific rights are documented in the License Certificate issued upon order completion.
Clients purchasing Broadcast or Global rights tiers are granted sublicensing rights, permitting them to sub-license the delivered asset to third-party clients as part of a larger project. Standard Commercial licenses do not include sublicensing rights.
7. Moral Rights Waiver
All performers associated with Onyx Studios have irrevocably agreed not to assert any moral rights (including the right of attribution and the right of integrity) against Onyx Studios or its authorized licensees for any works created under their engagement.
The Client is free to edit, remix, adapt, compress, or incorporate the delivered asset into derivative works without artistic restriction, subject to the scope of their purchased license.
8. License Certificate & Verification
Upon completion of an order, Onyx Studios may issue a digital License Certificate documenting the specific rights granted to the Client. Each certificate is identified by a unique License ID.
License Certificates can be verified at any time through the Onyx Studios Verification Portal. This portal is publicly accessible to facilitate due diligence by the Client or any third party.
Certain certificates may include a reference to a Voice ID Affidavit — a verified vocal recording provided by the performer confirming their identity and the lawful transfer of rights.
Onyx Studios warrants that all performers in its Global Talent Network have waived their moral rights and any right to claim additional compensation directly from the Client. All assets delivered under a valid License Certificate are 100% royalty-free to the Client — the Client will never be required to pay ongoing royalties, residuals, or additional fees to any performer. Any internal compensation arrangements between Onyx Studios and its Talent are the sole responsibility of Onyx Studios.
9. Prohibited Conduct & Client Obligations
- 9.1 No Resale: Users may not repackage or resell audio files as standalone music assets to third-party libraries.
- 9.2 No AI Training: You are strictly prohibited from using assets produced by this platform to train, fine-tune, or develop any AI models or machine learning systems. This prohibition is perpetual, irrevocable, and survives any termination of this Agreement.
- 9.3 Client Content Warranty: The Client represents and warrants that all materials provided (including but not limited to scripts, MIDI files, audio samples, and scores) do not infringe upon any third-party intellectual property or legal rights, including sampling and mechanical rights. The Client shall indemnify and hold Onyx Studios harmless from any legal claims, liabilities, or damages arising from the use of such content.
- 9.4 Prohibited Use (Safety & Ethics): The Client shall not use the Asset to create content that is illegal, defamatory, or promotes hate speech. Specifically, the Client is prohibited from using AI-generated audio for malicious impersonation, misinformation, or any activity that violates the rights of third parties or applicable laws. For detailed usage restrictions, refer to our Acceptable Use Policy.
10. Payment & No-Refund Policy
- 10.1 Final Sales: Pursuant to the Consumer Protection Act of Taiwan (R.O.C.), specifically the Exceptions to the Right of Withdrawal, you expressly waive your right to a 7-day cooling-off period once digital content has been provided. For clients in the EU/EEA and the United Kingdom, since the Services involve the immediate delivery of customized digital content, the Client expressly consents to the immediate performance of the contract and acknowledges that they waive any statutory 14-day cooling-off or cancellation rights (under the EU Consumer Rights Directive and the UK Consumer Rights Act 2015) once the download has commenced or the Asset has been delivered. All sales are final.
- 10.2 Subjective Satisfaction: No refunds will be issued for dissatisfaction with artistic style or AI interpretation.
- 10.3 Technical Fault Compensation: Notwithstanding Section 10.2, in the event of a technical failure that prevents the digital file from being properly accessed or downloaded, Onyx Studios will provide a one-time file repair or re-generation at no additional cost.
- 10.4 Final Acceptance: Delivery of the Asset is deemed accepted unless the Client notifies Onyx Studios of a technical defect within forty-eight (48) hours of delivery. Once the Asset is accepted or utilized in a commercial project, the Client waives any right to claim defects or seek a refund based on artistic preference.
11. Governing Law and Dispute Resolution
- 11.1 Jurisdiction: This Agreement shall be governed by the laws of Taiwan (Republic of China).
- 11.2 Venue: Any dispute shall be resolved by the exclusive jurisdiction of the New Taipei District Court.
- 11.3 International Clients: For clients located outside of Taiwan, both parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to the jurisdiction specified in Section 11.2.
- 11.4 Conflict of Laws: In the event of a conflict between international regulations regarding AI usage, data protection, or intellectual property, this Agreement shall be interpreted in accordance with Taiwan law as specified in Section 11.1. References to international regulations (such as EU GDPR, UK Bribery Act, or other statutes) throughout this Agreement and the Acceptable Use Policy are included for compliance purposes and do not constitute a choice of those jurisdictions’ law as governing law.
12. Limitation of Liability
To the maximum extent permitted by applicable law, except as expressly provided in Section 34 (Compliance Verification) and Section 45 (Automatic Revocation), Onyx Studios’ cumulative liability for any and all claims, damages, or losses arising out of or related to this Agreement shall be strictly limited to the specific amount actually paid by the Client for the individual Order or Asset giving rise to such claim.
In no event shall Onyx Studios be liable for any incidental, indirect, special, or consequential damages, including but not limited to loss of profits, loss of business opportunity, loss of reputation, or business interruption, even if Onyx Studios has been advised of the possibility of such damages. Our liability is strictly capped at the individual Order fee as stated above.
Disclaimer of Implied Warranties: The Service is provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, Onyx Studios expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that any Asset will achieve any specific commercial result or artistic success for the Client.
13. Force Majeure
Onyx Studios shall not be held liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, pandemic, infrastructure failures, or service interruptions from upstream AI providers.
While Onyx Studios maintains technical autonomy, the Service relies on third-party cloud infrastructure and internet service providers (e.g., Vercel, Supabase). Onyx Studios shall not be held liable for service interruptions, data loss, data corruption, or delays caused by failures in third-party cloud environments or internet backbones beyond our direct control. Onyx’s liability is strictly limited to its proprietary software layer.
14. Global Compliance
Each party represents that they are not subject to any international trade sanctions or embargoes. The Client warrants that all funds used for payment are of lawful origin and comply with Anti-Money Laundering (AML) regulations.
The Assets and services provided by Onyx Studios are subject to international export control and economic sanctions laws, including but not limited to: Taiwan’s Trade Act (貿易法), U.S. OFAC sanctions programs, U.K. OFSI regulations, and EU CFSP restrictive measures.
Onyx Studios does not provide services to, accept payment from, or deliver Assets to individuals or entities located in, incorporated in, or acting on behalf of the following comprehensively sanctioned jurisdictions: North Korea (DPRK), Iran, Syria, Cuba, Russia, Belarus, and Myanmar. This list may be updated from time to time in accordance with changes to applicable sanctions regimes.
The Client represents and warrants that (a) they are not located in, organized under the laws of, or acting on behalf of any of the above jurisdictions; (b) they are not designated on any applicable sanctions or restricted-party list; and (c) they will not use the Platform to transfer Assets to any sanctioned entity or region. Violation of this section constitutes a material breach entitling Onyx Studios to immediate termination without liability.
Onyx Studios reserves the right to conduct Know-Your-Customer (KYC) verification at any time and to immediately suspend or terminate any account or transaction that presents sanctions-related risk, without prior notice. For additional prohibited conduct related to sanctions compliance, see Section 12 of the Acceptable Use Policy.
15. Severability, Entire Agreement & No Oral Modification
This Agreement constitutes the sole and entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein. No oral statements, WhatsApp/WeChat messages, or prior correspondence shall have any legal effect. Any modification to these Terms must be made in writing and signed by an authorized representative of Onyx Studios.
If any provision is found unenforceable by a court, the remaining provisions shall remain in full force and effect.
16. Confidentiality
Both parties agree to keep all non-public information, including but not limited to unreleased scripts, project briefs, and proprietary technology, strictly confidential. Onyx Studios shall implement industry-standard security measures to protect Client data from unauthorized access.
17. Publicity Rights
Unless otherwise requested by the Client in writing, Onyx Studios reserves the non-exclusive right to reference the Client’s name and logo in its professional portfolio and marketing materials solely to demonstrate our service history.
Publicity Embargo: Notwithstanding the above, Onyx Studios agrees to respect any project-specific embargo or non-disclosure period requested by the Client in writing. Onyx Studios will not showcase or mention the specific Assets until they have been officially released to the public by the Client.
18. Service Standards & AI Disclaimer
Onyx Studios commits to delivering audio that meets professional broadcast standards, guided by over 17 years of human directing expertise. The Client acknowledges that audio production is an inherently subjective art form and that AI-generated audio may vary in interpretation. Onyx Studios retains final artistic discretion over technical execution. Our obligation is to deliver a commercially reasonable interpretation based on the brief provided by the Client, measured by industry standard quality rather than individual subjective preference.
Onyx Studios provides services on a best efforts basis. We do not provide financial warranties beyond the scope of file replacement or re-generation as described in Section 10.3.
AI Artifacts Disclaimer: The Client acknowledges that minor variations in tone, inflection, pacing, or other subtle AI-generated characteristics (“AI Artifacts”) are inherent to the technology and do not constitute a technical defect under Section 10.3. Such variations are not grounds for refunds or claims for damages.
Authorship Warranty: The Client acknowledges that every Asset is produced under a Human-in-the-Loop framework, guided by Onyx’s professional directing expertise. This human creative intervention is intended to ensure that the Asset qualifies as a work of human authorship or a derivative work under applicable copyright laws, distinguishing it from unguided, purely automated machine output.
Talent Availability: Onyx Studios strives to provide the specific Talent selected by the Client. However, if such Talent becomes unavailable due to unforeseen circumstances (including but not limited to illness, retirement, or contractual disputes), Onyx Studios reserves the right to provide a substitute of equivalent professional quality or to offer a credit. The Client agrees that Talent unavailability does not constitute a breach of this Agreement.
19. Intellectual Property Indemnification
Onyx Studios warrants a Clean Chain of Title for all Assets. Our proprietary AI models are trained using legally acquired datasets and licensed vocal contributions from our Global Talent Network, whose members are engaged on a Work Made for Hire basis. We agree to defend the Client against any third-party claims of copyright infringement, provided that the Client has used the Asset within the scope of the purchased license.
Furthermore, Onyx Studios does not utilize deepfake technology to clone the voices of public figures or celebrities without explicit legal authorization. All Assets are synthesized from legally contracted performers. The Client is protected against any claims of right of publicity infringement.
20. Survival of Provisions
The following provisions shall survive the termination or expiration of this Agreement: Prohibited Conduct (Section 9), Limitation of Liability (Section 12), Confidentiality (Section 16), Intellectual Property Indemnification (Section 19), Injunctive Relief (Section 28), Non-Disparagement (Section 38), Time Limit for Claims (Section 44), Digital Fingerprinting & Watermarking (Section 46), Attorneys’ Fees (Section 48), Client-Side Security Warranty (Section 52), Exclusive AI License (Section 54), AI Model Weights & IP Ownership (Section 55), Non-Retroactive Talent Departure (Section 56), and Post-Departure Archival Rights (Section 58). The AI Training Ban under Section 9.2 is perpetual and irrevocable.
21. Relationship of Parties
Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship between Onyx Studios and the Client. All Onyx Talent are engaged on a Work Made for Hire basis as independent contractors.
22. Amendments & Notifications
Onyx Studios reserves the right to update these Terms at any time to comply with evolving AI regulations or industry standards. Continued use of the Service after such updates constitutes acceptance of the revised Terms. Any material changes affecting existing Licenses will be notified via the platform or email. For the avoidance of doubt, amendments to these Terms shall apply prospectively only and shall not retroactively affect rights already granted under existing License Certificates for completed and delivered orders.
23. Assignment & Successors
The Client may not assign or transfer their rights under this License to any third party without Onyx Studios’ prior written consent, except where the Client has acquired a Full Media Buyout (as documented in the License Certificate), in which case the Client may freely assign the ownership rights to third parties, provided that all restrictions under Section 9 (Prohibited Conduct), including the AI Training Ban, shall remain perpetually binding on any assignee or successor.
Onyx Studios reserves the right to assign or transfer its rights and obligations under this Agreement to a successor entity in the event of a merger, acquisition, or corporate restructuring without prior Client consent. All Work Made for Hire and Rights Transfer agreements remain in full effect for the benefit of the successor.
24. Electronic Acceptance
By clicking “Accept,” “Order,” or utilizing the Service, the Client acknowledges that such electronic actions constitute a legally binding signature under the Electronic Signatures Act of Taiwan (R.O.C.) and applicable international electronic commerce regulations, equivalent to a physical handwritten signature.
25. Non-Solicitation & Non-Circumvention
The Client agrees that during the term of this Agreement and for a period of twenty-four (24) months thereafter, the Client shall not, directly or indirectly, solicit, engage, or contract with any Talent introduced through the Onyx Studios Platform for services outside of the Platform without prior written consent from Onyx Studios.
26. Language Precedence
This Agreement is drafted in English with Chinese translations provided for reference. In the event of any discrepancy or conflict between the English version and any translated versions, the English version shall prevail and be the governing document.
27. Data Sovereignty & Non-Training Guarantee
Onyx Studios warrants that Client-provided materials (scripts, MIDI, or audio) shall remain the sole property of the Client. Onyx Studios shall not use any Client-provided proprietary data to train, fine-tune, or enhance its public AI models. All internal processing is for project fulfillment only.
28. Injunctive Relief
The Client acknowledges that any breach of Section 9.2 (No AI Training) will cause irreparable harm to Onyx Studios and its technology partners. Therefore, Onyx Studios shall be entitled to seek immediate injunctive relief or specific performance from a court of competent jurisdiction, in addition to any monetary damages.
29. Digital Integrity
Onyx Studios warrants that all delivered digital assets are free from viruses, malware, or any unauthorized tracking code at the time of delivery. We implement industry-standard security protocols to ensure the integrity of the downloaded files.
30. Taxes & Withholding
The Client is responsible for all applicable taxes, duties, and levies, including but not limited to sales tax, VAT, or withholding taxes. All fees paid to Onyx Studios shall be made in full, net of any deductions, ensuring that Onyx receives the exact amount specified in the Order.
The Client and any Talent associated with the project shall be solely responsible for their own respective tax obligations. Onyx Studios shall be held harmless from any claims, penalties, or interest arising from the failure of a third party to pay local or international taxes on fees received through the Platform.
31. Business Continuity & Perpetual License
The license granted herein is perpetual and, except as provided in Section 45 (Automatic Revocation), shall not be affected by any future changes in Onyx Studios’ business status, including but not limited to merger, acquisition, or dissolution. The Client’s right to use the Asset as documented in the License Certificate remains irrevocable, provided that the Client is in compliance with the terms of this Agreement.
32. No Waiver
The failure of Onyx Studios to enforce any provision of this Agreement at any time shall not be construed as a waiver of its right to enforce such provision in the future. Our rights to protect our AI models and IP remain fully enforceable at all times.
33. Precedence of Terms
This Agreement shall take precedence over any conflicting terms contained in a Client’s purchase order, procurement document, or vendor agreement. In the event of any conflict between this Agreement and the Acceptable Use Policy, the terms of this Agreement shall prevail. Any additional or different terms proposed by the Client are hereby expressly rejected unless signed in writing by an authorized representative of Onyx Studios.
34. Compliance Verification
Upon reasonable suspicion of a breach of Section 9.2 (No AI Training), Onyx Studios reserves the right to require the Client to provide written certification and reasonable evidence that the Assets are being used in compliance with the licensed scope. Any unauthorized use discovered shall entitle Onyx Studios to immediate compensation of ten (10) times the original license fee.
35. Feedback License
The Client may provide suggestions or feedback regarding the Service. The Client hereby grants Onyx Studios a perpetual, irrevocable, and royalty-free license to use, implement, and incorporate such feedback into our platform and technology without any obligation to compensate the Client.
36. Anti-Bribery & Anti-Corruption
Onyx Studios and the Client represent and warrant that they have not and will not engage in any form of bribery, kickbacks, or corrupt practices in connection with this Agreement. Both parties shall comply with the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, ensuring that all business is conducted with the highest ethical standards.
37. Modern Slavery & Human Rights
Onyx Studios warrants that all Talent in our Global Talent Network are engaged under fair, legal, and voluntary conditions. We strictly prohibit forced labor, child labor, or human trafficking within our operations and supply chain, adhering to the principles of the UK Modern Slavery Act 2015 and international labor standards. We are committed to ensuring that no individual is exploited in the creation of our Assets.
38. Non-Disparagement
During and after the term of this Agreement, neither party shall make, publish, or communicate to any person or entity any defamatory or disparaging remarks, comments, or statements concerning the other party, its technology, or its professional reputation.
39. Definitions, Interpretation & Construction
- Asset / Licensed Asset: Any digital audio file (including vocals, music, stems, and arrangements) produced or delivered by Onyx Studios under an Order.
- Platform / Service: The Onyx Studios website, API, and all associated tools and services available at www.onyxstudios.ai.
- Order: A completed purchase transaction for a specific digital goods license, identified by a unique Order Number.
- License Certificate: The official digital document issued upon order completion, specifying the rights granted, identified by a unique License ID and verifiable through the Onyx Verification Portal.
- Global Talent Network: The roster of professional voice actors, singers, and musicians contracted by Onyx Studios on a Work Made for Hire basis.
- Full Media Buyout: A license tier under which full ownership of the Master Recording and Composition is transferred to the Client, as documented in the License Certificate. This does not grant ownership of any underlying AI model or vocal identity.
- AI-Generated Asset: The raw output of Onyx proprietary models.
- Human-Polished Asset: Audio refined by Onyx directors with over 17 years of expertise.
- Derivative Work: Any modification of the Asset by the Client, provided that such work remains subject to all restrictions set forth herein, including the AI Training Ban (Section 9.2).
- AI Twin: An AI voice model trained by Onyx Studios using Training Materials provided by a Talent under the AI Twin Program (Path A).
- Training Materials: Original audio recordings made by a Talent specifically for the purpose of training an AI Twin model on the Onyx Studios Platform.
- Micro-Patch: A targeted human vocal re-recording by the original Talent, replacing or enhancing a specific segment of an AI-generated Asset at a fixed platform-standard fee.
- Archive Status: A model state in which a Talent’s AI Twin ceases all new commercial generation but is permanently retained by Onyx for license validation, copyright verification, and regulatory compliance purposes.
Construction: In this Agreement, the headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. This Agreement shall be interpreted fairly and not strictly for or against either party, regardless of which party drafted it.
40. Official Notices
All official communications, approvals, and directives exchanged via the registered email address used for the Order shall be deemed legally binding and constitute a part of the Project Record. Electronic records of such communications shall be admissible as evidence in any dispute.
41. Irrevocability of Transfer & Legacy Protection
All rights transferred by Talent to Onyx Studios, and subsequently licensed to the Client, are perpetual and irrevocable. Performers expressly waive any right to terminate this grant under any termination of transfer provisions under applicable law, ensuring the Client’s long-term operational security.
Non-Retroactive Departure: In the event a Talent departs the Onyx Talent Network, all License Certificates issued prior to the departure date remain fully valid and enforceable. The Client’s right to use previously acquired Assets is guaranteed under the original License Certificate terms. No additional fees, re-licensing, or consent from the departed Talent is required. For the complete framework governing Talent departures, please refer to Section 56 (Non-Retroactive Talent Departure) and Section 58 (Post-Departure Archival Rights).
Legacy Protection: The rights granted by Talent to Onyx Studios are binding upon the Talent’s heirs, executors, administrators, and assigns. The Client is protected against any future claims from a Talent’s estate or family members regarding the right of publicity or post-mortem likeness rights in the generated Assets.
42. Unlicensed Usage Recovery
In the event the Client utilizes an Asset beyond the purchased license scope (e.g., using a Standard License for a Broadcast campaign), the Client shall be liable to pay the difference in license fees plus a 25% administrative surcharge within thirty (30) days of discovery.
43. Data Security & Breach Notification
Onyx Studios implements industry-standard technical and organizational measures to secure Client data. In the unlikely event of a confirmed data breach affecting Client-provided assets, Onyx Studios commits to notifying the Client within seventy-two (72) hours of discovery.
44. Time Limit for Claims
Any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose, or shall be forever barred. This limitation applies regardless of any longer statute of limitations provided by law.
45. Automatic Revocation of License
In the event of a material breach of this Agreement, specifically regarding Section 9.2 (AI Training Ban) or Payment Obligations, the License granted herein shall be automatically and immediately revoked without further notice. Any continued use of the Asset thereafter shall constitute willful copyright infringement.
46. Digital Fingerprinting & Watermarking
Onyx Studios reserves the right to embed, now or in the future, invisible digital watermarks or unique fingerprints into delivered Assets for the purpose of license verification and copyright protection. Any attempt to remove, alter, or bypass such security measures, where present, is a material breach of this Agreement.
47. No Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the Client and Onyx Studios. No third party (including end-users or sub-licensees) shall have any right to enforce any of its terms or assert any claims directly against Onyx Studios.
48. Attorneys’ Fees
In any legal action or arbitration brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, and legal costs from the non-prevailing party.
49. Class Action Waiver
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. The Client will not seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.
50. Termination for Convenience
Onyx Studios reserves the right to terminate any User account with thirty (30) days’ written notice. In cases where a User’s activities pose a demonstrable risk to Onyx’s brand reputation or the safety of the Talent Network, such termination may be effective upon notice. A pro-rated refund for any prepaid but undelivered services shall be the sole remedy. This right is in addition to, and not a limitation of, enforcement actions under the Acceptable Use Policy. Existing License Certificates for completed and delivered orders remain valid after account termination, subject to ongoing compliance with this Agreement.
51. Non-Exclusivity of Aesthetic Output
Given the nature of generative AI, Onyx Studios does not guarantee that the Assets produced for one User will be unique or distinct from those produced for others. Unless a specific Custom Exclusivity agreement is signed, the Client accepts that similar vocal textures or musical patterns may be generated for different users within the platform’s probabilistic range. No claim of infringement or breach shall arise from such similarity.
52. Client-Side Security Warranty
For high-value enterprise projects, the Client warrants they maintain adequate internal security protocols to protect the Assets once delivered. Onyx Studios is not liable for data breaches, unauthorized access, or asset leakage occurring within the Client’s own digital ecosystem or third-party storage providers.
53. Psychological & Emotional Disclaimer
Given the high fidelity of Onyx AI voices, the Client assumes all risks regarding the emotional or psychological impact of the generated content on their audience. Onyx Studios disclaims any liability for emotional distress or perceived “Uncanny Valley” effects resulting from the use of realistic synthetic media. The Client is solely responsible for assessing the suitability of AI-generated content for sensitive audiences.
54. Exclusive AI License (Talent Obligations)
All Talent participating in the Onyx AI Twin Program (“Path A”) have granted Onyx Studios the exclusive right to manage, host, and commercially license their AI Twin — the AI voice model trained using vocal data recorded specifically for Onyx Studios.
- 54.1 Scope of Exclusivity: Talent shall not license, transfer, or make available the Training Materials recorded for Onyx, nor the resulting AI Twin model or any derivative thereof, to any competing platform, service, or third party.
- 54.2 Reservation of Vocal Identity: This exclusivity applies solely to the Onyx Training Materials and the resulting AI Twin. Talent retains the unrestricted right to use their natural voice for new, independent recordings on other platforms or engagements. This provision does not constitute a non-compete restriction on the Talent’s vocal identity.
- 54.3 Applicability: This Section applies exclusively to Talent who have elected to participate in the AI Twin Program (Path A). Talent engaged solely under Traditional Studio Recording (Path B) are not bound by this Section and are free to engage with other platforms without restriction.
- 54.4 Talent Compensation: In consideration of this exclusive license, Onyx Studios compensates each AI Twin Talent through an internal royalty arrangement. The specific terms of such compensation are governed by the individual Talent Engagement Agreement and are confidential between Onyx Studios and the Talent. The Client is not responsible for any payments to Talent — all compensation obligations are borne solely by Onyx Studios.
55. AI Model Weights & IP Ownership
Onyx Studios maintains a clear separation between the Talent’s natural vocal identity and the proprietary technology used to create AI Twin models.
- 55.1 Talent’s Rights: The Talent retains all rights to their natural voice and vocal identity, including their Right of Publicity. This Agreement does not transfer ownership of the Talent’s biological vocal characteristics.
- 55.2 Onyx’s Ownership: Onyx Studios is the sole and exclusive owner of: (a) all AI model weights derived from the training process; (b) the training pipeline, algorithms, and proprietary methodologies; and (c) all related source code and technical infrastructure.
- 55.3 No Extraction: The Talent shall not, during or after the term of their engagement, request extraction, copying, reverse engineering, or delivery of any model weights, technical parameters, or proprietary data associated with their AI Twin.
- 55.4 Client Clarification: Clients who purchase licenses from Onyx acquire a commercial use license for the generated Asset. No Client acquires ownership of, or direct access to, the underlying AI model or its weights.
56. Non-Retroactive Talent Departure
To ensure the long-term operational security of our Clients, Onyx Studios guarantees that a Talent’s departure from the platform shall have no retroactive effect on any licenses previously granted.
- 56.1 Existing Licenses Survive: Termination of a Talent’s engagement shall not affect any perpetual licenses already granted to third-party Clients prior to the effective termination date. All License Certificates issued before the departure remain fully valid and enforceable.
- 56.2 Future Generation Only: Upon departure, only future AI generation using the Talent’s model will cease. The Talent’s AI Twin will no longer be available for new orders from that point forward.
- 56.3 Talent Acknowledgment: All Talent in the AI Twin Program have irrevocably agreed that legacy Assets remain fully and perpetually licensed to existing Clients, and have waived any right to make claims against Onyx or its Clients regarding such Assets.
- 56.4 Business Continuity Guarantee: The Client’s right to use any Asset acquired prior to a Talent’s departure is guaranteed under the same terms as documented in the original License Certificate. No additional fees, re-licensing, or consent is required from the departed Talent.
57. Micro-Patch Protocol
Onyx Studios offers a Micro-Patch service that allows Clients to request a brief human re-recording of specific AI-generated segments to achieve optimal quality.
- 57.1 Service Description: A Micro-Patch is a targeted human vocal performance by the original Talent, replacing or enhancing a specific segment of an AI-generated Asset. For Voice Actors, this covers individual lines; for Singers, this covers up to 4 bars of audio.
- 57.2 Inclusion: Micro-Patch requests are included as part of the Director’s Cut service tier and are fulfilled at Onyx Studios’ standard operational rates. Availability and scope are subject to the terms outlined in this section.
- 57.3 Availability: The Micro-Patch service with the original Talent is available only during the Talent’s active engagement period. Onyx Studios does not guarantee the availability of any specific Talent for Micro-Patch requests. In the event of Talent unavailability due to illness, vacation, or personal leave, pending requests may be deferred (for absences of up to 14 days) or fulfilled by an AI-based alternative or substitute Talent (for absences exceeding 14 days).
- 57.4 Transition Period: If a Talent departs, a 30-day transition period applies during which the Talent will fulfill all pending Micro-Patch requests already in queue. After the transition period, no new Micro-Patch requests will be assigned to the departing Talent.
- 57.5 Post-Departure Alternative: After a Talent’s departure, Clients requiring human re-recording may request an AI-based alternative or a substitute Talent with similar vocal characteristics, subject to availability.
58. Post-Departure Archival Rights
Upon a Talent’s departure from the Onyx Talent Network, their AI Twin model transitions to Archive Status.
- 58.1 Archive Definition: An archived AI Twin model is retained by Onyx Studios but is no longer used for new commercial generation or made available for new client orders.
- 58.2 Permitted Uses: Archived models may only be used for: (a) validation and verification of existing License Certificates; (b) responding to copyright inquiries, takedown requests, or legal disputes; and (c) compliance with regulatory obligations.
- 58.3 Permanent Retention: Archived models are retained permanently. This permanent retention is necessary to ensure the ongoing integrity and verifiability of licenses previously issued to Clients. All Talent have consented to this archival retention as part of their engagement agreement.
- 58.4 Legal Basis: The retention of archived models is grounded in Onyx’s legitimate interest under GDPR Article 6(1)(f) — specifically, the need to validate existing commercial licenses and defend against potential intellectual property claims. For additional details on data retention, please refer to our Privacy Policy.
Master Terms of Service — Fine Entertainment | 凡音文化有限公司