# DOCUMENT 5
# TERMS OF SERVICE & DELIVERY ACCEPTANCE
## 1. AGREEMENT
These Terms govern the Customer’s purchase and use of an invite-only CelestialTV Project.
The complete agreement consists of:
1. the Project Order;
2. these Terms;
3. the Participant Consent & Likeness Release;
4. the Uploaded Media Warranty & Identity-Match Terms;
5. the Synthetic Media Disclosure & Labeling Policy;
6. the Minors Policy;
7. the Biometric Privacy Addendum and Written Consent; and
8. any written amendment signed or electronically accepted by both parties.
If documents conflict, the more specific, more recent, and more privacy-protective term controls unless applicable law requires otherwise.
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## 2. INVITATION AND ELIGIBILITY
The Service is invite-only. An invitation is personal and may not be transferred.
The Customer must:
- be at least 18;
- be the Participant;
- complete identity verification;
- provide all required consents;
- supply lawful Reference Media;
- pay the Project price; and
- receive Render Authorization before production begins.
Celestial may decline a Project that presents legal, safety, rights, identity, provider, or technical risk.
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## 3. THE SKU IS THE CONTRACT
Celestial owes only the deliverable stated in the Project Order.
## Project Order — Schedule A
**Project ID:** _________________________________________________
**SKU name:** ___________________________________________________
**Film title or working title:** _________________________________
**Promised runtime or range:** __________________________________
**Delivery format:** _____________________________________________
**Resolution/aspect ratio:** _____________________________________
**Included audio:** ______________________________________________
**Included synthetic voice:**
- [ ] Yes
- [ ] No
**Revision entitlement:**
- [ ] No creative revision pass
- [ ] One creative revision pass limited to: _____________________
- [ ] Other: ____________________________________________________
**Price:** _______________________________________________________
**Taxes or separately disclosed fees:** __________________________
**Estimated delivery window:** __________________________________
**Customer license tier:**
- [ ] Personal use and noncommercial social posting
- [ ] Commercial-use license described here: _____________________
**Optional Celestial hosting included:**
- [ ] No
- [ ] Yes, through: _____________________________________________
**Other promised items:** _______________________________________
Unless Schedule A expressly includes a creative revision, **no creative revision pass is included**. Correction of an objective delivery defect is not a creative revision.
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## 4. PAYMENT
Payment is due as stated in the Project Order.
The Customer authorizes Celestial and its payment processor to charge the disclosed price, taxes, and approved fees.
Celestial may delay Render Authorization until payment and required consents are confirmed.
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## 5. AI-GENERATED NATURE OF THE FILM
The Customer understands that the film is created using probabilistic AI systems.
The delivered film may include:
- stylized or approximate facial details;
- fictional performances;
- generated dialogue or sound;
- visual or physical artifacts;
- variations in wardrobe, movement, lighting, scenery, or expression; and
- creative decisions the Customer would have made differently.
A difference in taste or preference is not automatically a failure to deliver the contracted SKU.
Celestial does not promise that an AI-generated element will qualify for copyright protection or that the Customer will receive exclusive intellectual-property rights in every generated element.
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## 6. DELIVERY
Delivery occurs when Celestial makes the conforming film available through the method stated in the Project Order, including a secure download link, Customer account, or other agreed method.
The Customer is responsible for downloading and safely storing the delivered file before any stated link-expiration date.
Celestial must deliver the format and runtime promised in Schedule A unless the Customer approves a written change.
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## 7. OBJECTIVE ACCEPTANCE CRITERIA
A film conforms to the Project Order when:
1. the promised file is delivered;
2. the file opens and plays using a reasonably current, commonly available player;
3. the runtime falls within the promised range;
4. the Participant passed identity verification before rendering;
5. the film does not materially depict a different identifiable real person as the Customer;
6. the film includes the Participant in the role promised by the SKU;
7. the file is not materially corrupted, truncated, silent where audio was promised, or otherwise technically unusable;
8. any included revision right was provided;
9. the required synthetic-media disclosure is present; and
10. the Customer receives the license stated in Schedule A.
A minor visual artifact is not an objective failure unless it materially prevents the film from functioning as the promised personalized deliverable.
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## 8. SUBJECTIVE DISSATISFACTION
The following are generally matters of creative taste and do not, standing alone, create an automatic refund right:
- not liking how the Participant’s generated face looks;
- preferring a different hairstyle, expression, wardrobe, camera angle, performance, voice style, plot, pacing, lighting, music, or color treatment;
- believing the film is not flattering enough;
- wanting a different artistic interpretation;
- comparing the output to another AI-generated film; or
- changing one’s mind after conforming delivery.
This provision does not excuse an objective defect, an unauthorized use, or a material departure from Schedule A.
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## 9. DEFECT REPORT AND CURE
The Customer must report an alleged objective defect within **7 calendar days** after delivery and provide enough information for Celestial to reproduce or evaluate it.
For a verified objective defect, Celestial may first:
1. repair the file;
2. replace the delivery;
3. correct the affected sequence; or
4. perform another reasonable cure.
Celestial will ordinarily have **10 business days** after confirming the defect to provide a cure, unless provider availability or the Customer’s delay reasonably requires more time.
If Celestial cannot cure a material objective failure, the Customer will receive a refund of the affected Project price.
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## 10. CREATIVE RERENDERS
Unless the Project Order includes a revision, the Customer has no contractual right to a creative rerender based solely on taste.
Celestial may offer one goodwill rerender or adjustment at its discretion. A goodwill remedy:
- is not an admission of breach;
- does not create a continuing revision right;
- may be limited to a specific shot or defect;
- may require the Customer to select from available alternatives; and
- may be refused if unsafe, unlawful, technically unavailable, or outside the SKU.
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## 11. CANCELLATION AND REFUNDS
### Before Render Authorization
The Customer may cancel before Render Authorization and receive a refund of the production price, less only any nonrefundable fee that was specifically disclosed before purchase and is legally permitted.
### After Render Authorization
After Render Authorization, provider charges and production work may begin.
If the Customer cancels or revokes consent after Render Authorization for reasons not caused by Celestial’s breach:
- Celestial will stop future work as reasonably possible;
- no new public or marketing use will occur;
- Biometric Data will be deleted under Document 6; and
- the Customer is not automatically entitled to a refund for costs and work already authorized.
Any post-authorization refund will be determined from:
- work completed;
- nonrecoverable provider costs;
- the reason for cancellation;
- whether the Customer breached a warranty;
- whether Celestial can reuse or recover any cost; and
- applicable consumer law.
### Celestial Cancellation
If Celestial cancels for its own operational reason before delivery and the Customer did not breach the agreement, Celestial will refund the Project price.
If Celestial cancels because of a prohibited upload, false identity, minor-related violation, unlawful request, chargeback, or material Customer breach, the refund rules in the applicable document control.
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## 12. CUSTOMER RIGHTS IN THE FINISHED FILM
For a standard personal-use SKU, Celestial grants the Customer a perpetual, worldwide, royalty-free, nonexclusive license to:
- download and store the delivered film;
- privately display it;
- share it with family and friends;
- post the complete film or reasonable clips on the Customer’s personal social-media accounts; and
- create personal, noncommercial copies.
The Customer must preserve required synthetic-media disclosure when publicly sharing the film.
Unless Schedule A grants a commercial-use license, the Customer may not:
- sell or sublicense the film;
- use it in paid advertising;
- use it to promote a business, product, political campaign, or fundraising campaign;
- represent it as authentic footage of events that occurred;
- use it for impersonation, fraud, harassment, defamation, or deception;
- remove the synthetic-media disclosure;
- use it to falsely imply another person’s participation or endorsement; or
- extract a generated face or voice model for use outside the Project.
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## 13. CELESTIAL’S RETAINED RIGHTS
Celestial retains its rights in:
- the CelestialTV platform;
- production software;
- workflow design;
- prompts and templates;
- production methods;
- non-Customer-specific assets;
- trademarks;
- technical documentation; and
- the Custody Receipt system.
Celestial does not acquire ownership of the Customer’s natural identity, face, likeness, or voice.
Celestial has **no right by default** to publicly stream, advertise with, or market using the Customer’s film or likeness. Those uses require the separate affirmative opt-ins in Document 1.
No silence, missing field, account setting, or general acceptance of these Terms creates marketing permission.
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## 14. CUSTOMER CONDUCT
The Customer may not use CelestialTV or the delivered film to:
- impersonate another person;
- deceive a viewer about an actual event;
- commit fraud;
- create nonconsensual intimate imagery;
- harass, threaten, or defame;
- interfere with an election;
- falsely endorse a product, service, or cause;
- violate intellectual-property, privacy, publicity, or contractual rights;
- depict a real minor;
- bypass identity or consent controls; or
- remove provenance controls for a deceptive purpose.
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## 15. PRIVACY AND BIOMETRIC DATA
Celestial’s processing of Reference Media and Biometric Data is governed by Document 6.
No Biometric Data may be processed before the Customer provides the required written biometric consent.
Deletion of Biometric Data does not require deletion of non-biometric contract, payment, tax, fraud-prevention, or Custody Receipt records.
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## 16. SERVICE AVAILABILITY
Celestial may suspend production when a provider, safety system, legal requirement, identity gate, security event, or technical failure makes continued production unsafe, unlawful, or commercially unreasonable.
Celestial will not substitute a materially different SKU without the Customer’s written approval.
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## 17. WARRANTIES AND DISCLAIMERS
Celestial warrants that it will provide the Service with reasonable care and will honor the express commitments in the Project Order and this packet.
Except for those express commitments and rights that cannot legally be disclaimed, the Service and AI-generated output are provided without implied warranties of:
- merchantability;
- fitness for a particular commercial purpose;
- exclusivity;
- uninterrupted provider availability;
- copyright eligibility; or
- satisfaction of a particular artistic preference.
Nothing in these Terms limits a mandatory consumer warranty or remedy that applies to the Customer.
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## 18. LIMITATION OF LIABILITY
To the extent permitted by law, Celestial’s aggregate liability arising from a Project will not exceed the amount the Customer paid for that Project.
This limitation does not apply to:
- Celestial’s unauthorized commercial use of the Participant’s identity;
- unlawful sale or disclosure of Biometric Data;
- gross negligence;
- willful misconduct;
- fraud;
- a liability that applicable law does not permit Celestial to limit; or
- an obligation expressly assumed in a signed amendment.
Neither party is liable for indirect or consequential damages except where applicable law prohibits that limitation.
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## 19. CUSTOMER INDEMNITY
To the extent permitted by law, the Customer will reimburse Celestial for a third-party claim directly caused by the Customer’s:
- knowing upload of another person’s media;
- lack of rights in uploaded material;
- false age or identity representation;
- unlawful use of the delivered film;
- removal of disclosure for a deceptive purpose; or
- material breach of these Terms.
This obligation applies only to the extent the claim was caused by the Customer and does not cover Celestial’s own unauthorized conduct, negligence, or security failure.
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## 20. GOVERNING LAW AND DISPUTE PROCESS
The parties will first attempt in good faith to resolve a dispute through written notice and direct discussion.
Subject to nonwaivable consumer law, these Terms are governed by Michigan law. Any court proceeding must be brought in a court with jurisdiction in Oakland County, Michigan, unless applicable law permits or requires the Customer to proceed elsewhere.
**Attorney review required:** Licensed counsel must decide whether the final launch terms should include mediation, arbitration, a class-action waiver, or a different consumer-dispute provision. No such provision is included in this working draft.
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## 21. CHANGES
A change to the Customer’s Project must be documented in the Project Order, an amendment, or an authenticated electronic approval.
Celestial may update general terms for future Projects, but may not retroactively expand consent, biometric use, marketing rights, or the Customer’s payment obligation.
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## 22. ACCEPTANCE
**Customer name:** ______________________________________________
**Project ID:** __________________________________________________
- [ ] I have received and reviewed the Project Order.
- [ ] I accept these Terms.
- [ ] I understand that no creative revision is included unless Schedule A says otherwise.
- [ ] I understand the objective-versus-subjective acceptance rules.
- [ ] I understand that marketing use is off unless separately selected.
- [ ] I understand that the film is synthetic media and must remain labeled.
**Customer signature:** __________________________________________
**Date:** _______________________________________________________
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