Terms of Service

1.1“Agreement” means these Terms of Service and anything expressly incorporated by reference.

1.2“Platform” means Symbiotica’s AI-native production pipeline, including the role-specific Agents, the web application, and all related software, models, tooling and infrastructure.

1.3“Game” (or “Title”) means a single game of the Client for which a dedicated production pipeline is configured.

1.4“Client Materials” means the Client’s art bibles (from which the per-Game style is trained), brand assets, style guides, references and briefs.

1.5“Asset” means one distinct art item produced through the Platform and delivered to the Client.

1.6“Event” means a themed live-ops content release for a Game, produced through the Platform in the Game’s locked style.

1.7“Deliverables” means all assets generated through the Platform for the Client and delivered or made accessible to the Client; all Deliverables are owned by the Client (clause 6.2).

1.8“Authorized Users” means all personnel of the Client’s studio granted access to the Platform; access is studio-wide and unlimited (clause 3.1).

1.9“Services” means the configuration, training, hosting, maintenance, availability, support, updates and Platform access Symbiotica provides under this Agreement.

2.1Provision. Symbiotica will configure, train, host and maintain a dedicated production pipeline for each in-scope Game, with the Client Style trained on that Game’s art bible, and make it available to the Client’s studio.

2.2Client-operated. The Platform is operated by the Client: the Client’s studio runs it to produce Events and the Client’s art lead signs off. Symbiotica configures and trains the Agents, hosts and maintains the Platform, keeps it available to the service level in clause 5.4, and provides support and updates; the Client need not perform model training, integration or MLOps work.

2.3Onboarding. Symbiotica will, for each in-scope Game, ingest the art bible and Client Materials, train the Client Style, configure the Agents and event workflow, and onboard Authorized Users. The Client will provide complete, accurate Client Materials and reasonable access to its art leads; setup timelines depend on this.

2.4Out of scope. Services not expressly included in this Agreement or a written per-Game confirmation (e.g. net-new IP design from scratch, animation beyond specified marketing creative, or engine integration) are out of scope unless agreed in writing.

2.5Acceptance. For each Game, the Client’s art lead assesses output in good faith against that Game’s agreed art bible and brief, and approves the Game’s style or gives written notice of non-acceptance. Once a Game’s style is approved, the quality of the Platform’s output for that Game is confirmed; Events later produced in the approved style are not subject to further quality-based rejection.

3.1Studio-wide access. All of the Client’s personnel may use the Platform; access is unlimited and not restricted per seat.

3.2Acceptable use. Authorized Users will use the Platform only to produce content for the Client’s Games and will not reverse-engineer, resell, or attempt to extract the Platform, the Agents, or the underlying models.

3.3Account security. The Client is responsible for keeping access credentials confidential and for the acts of its Authorized Users on the Platform.

4.1Term. This Agreement starts on the effective date of the Client’s engagement and continues until terminated in accordance with this clause.

4.2Convenience. Either Party may terminate for convenience on prior written notice; each Party then owes only amounts accrued to the effective date of termination.

4.3For cause. Either Party may terminate immediately if the other materially breaches and fails to cure within thirty (30) days of notice, or becomes insolvent or subject to an analogous event.

4.4Effect; portability. On termination: (a) because every generated asset is owned by, and in the possession of, the Client as generated (clause 6.2), the Client already holds its full asset library and no export is required — Symbiotica will give reasonable handover assistance on request; (b) each Party returns or destroys the other’s Confidential Information on request (clause 8); and (c) clauses that by their nature survive (including 1, 6, 7, 8, 9, 10, 11 and 12) survive termination.

5.1Operational sign-off. The Client’s art lead signs off on Events. Once a Game’s style is approved, Events in that style are not rejected for quality.

5.2Support. A support response target of twelve (12) hours applies on business days.

5.3Turnaround. The Platform is built to produce a full Event in about two (2) hours where inputs are complete (an operational target, not a guarantee).

5.4Availability. Symbiotica will keep the Platform available at least 99.5% of the time each calendar month, measured as (total minutes − Downtime) ÷ total minutes. “Downtime” excludes scheduled maintenance notified 48 hours ahead, emergency maintenance, Force Majeure (clause 10), and outages caused by the Client or third parties outside Symbiotica’s reasonable control (including model-provider outages).

5.5Continuity. Symbiotica will maintain reasonable continuity arrangements for the account, including documented run-book coverage.

6.1Client IP retained. All materials and IP provided by the Client remain the Client’s property; Symbiotica claims no ownership in them.

6.2The Client owns every generated asset, in full, from generation. All assets generated through the Platform for the Client (the Deliverables) are owned by the Client in their entirety and are in the Client’s possession as generated, in usable production formats. Symbiotica irrevocably assigns to the Client, effective on generation, all intellectual property rights in those assets, worldwide and for any use, and will sign any further documents reasonably needed to perfect that ownership.

6.3Provider IP. All rights in the Platform, the Agents, the base and fine-tuned models, any trained styles, tooling, methods, know-how and improvements vest in and remain with Symbiotica. Nothing transfers the Platform or its models to the Client; this does not limit the Client’s ownership of generated assets under clause 6.2.

6.4Licence to Symbiotica. The Client grants Symbiotica a non-exclusive, royalty-free licence to use the Client Materials solely to provide the Services and operate the Client’s per-Game pipelines.

6.5Transient internal candidates not delivered or made accessible to the Client are not Deliverables and remain with Symbiotica, subject to clause 8 (Confidentiality).

7.1Each Party will comply with applicable data protection law, including the EU GDPR. The Services are not intended to involve personal data; where Symbiotica processes personal data on the Client’s behalf, the Parties will enter a data processing addendum and Symbiotica will act only on the Client’s documented instructions.

7.2Symbiotica will apply reasonable technical and organisational security measures appropriate to the Client Materials and, on request, will identify the material sub-processors and model providers used to deliver the Services.

8.1Each Party will keep confidential the other’s non-public information — for the Client, unreleased Game content, Client Materials and roadmap; for Symbiotica, the Platform, Agents, methods and the terms of this Agreement — and use it only to perform this Agreement. Standard carve-outs apply (information public through no breach, lawfully known without obligation, independently developed, or required to be disclosed by law, with notice where lawful).

9.1Each Party warrants it has authority to enter into this Agreement; Symbiotica warrants it will provide the Services with reasonable skill and care.

9.2The Client warrants that the Client Materials and its instructions do not infringe third-party rights, and that it holds all rights and approvals needed to operate and market its Games.

9.3The Client acknowledges that Deliverables are produced using AI systems and require human review; the art-lead gate is the agreed quality and acceptance mechanism, and the Client is responsible for final review and suitability for its markets.

9.4Except as expressly stated, the Services and Deliverables are provided without other warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or that AI-generated outputs will be error-free or attract copyright protection in any jurisdiction.

10.1Neither Party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill or data.

10.2Each Party’s total aggregate liability for all claims is limited to the amounts paid or payable by the Client for the affected Game in the month in which the event giving rise to the claim occurred.

10.3Nothing limits liability that cannot be limited by law, including for death or personal injury caused by negligence, fraud or wilful misconduct.

11.1Neither Party is liable for delay or failure caused by events beyond its reasonable control (including infrastructure or third-party model-provider outages, acts of government, or natural events). The affected Party will use reasonable efforts to mitigate; either Party may terminate the affected Game engagement if the event continues beyond thirty (30) days.

12.1This Agreement is governed by the laws of Romania (conflict-of-laws rules excluded) and is executed in English, the controlling language.

12.2The Parties will first try to resolve any dispute in good faith between senior representatives. Failing resolution within thirty (30) days, the dispute goes to the exclusive jurisdiction of the competent courts of Bucharest, Romania, save that either Party may seek urgent injunctive relief in any competent court.

13.1Independent contractors; entire agreement. The Parties are independent contractors. This Agreement is the entire agreement and supersedes prior discussions. Any amendment must be in writing and agreed by both Parties.

13.2Assignment and novation. Neither Party may assign without the other’s prior written consent, except to a successor of substantially all its business, on notice. Symbiotica may novate this Agreement to an affiliated Symbiotica entity on written notice, provided the affiliate or successor assumes all of Symbiotica’s obligations, including the IP ownership terms (clause 6.2).

13.3Notices and miscellaneous. Notices must be in writing, deemed received on delivery or two (2) business days after dispatch by courier or e-mail with confirmation. If any provision is unenforceable the remainder stays in effect; no failure to enforce is a waiver. This Agreement may be signed in counterparts and by electronic signature, each an original.