Agency Agreement Template
Draft for review — not yet adopted. Agreements require a completed private schedule and signatures before use.
1. Parties and agreement
This template governs the relationship between the operator of Kamino and an agency using Kamino to manage authorized creator AI personalities. The parties, authorized signatories, start date, and approved creators must be identified in a private signed service schedule before this agreement takes effect. This public draft is not an executed agreement.
Creating an account, viewing this page, or accepting the website Terms does not sign this agreement. Each signatory must have authority to bind the party they represent. The service schedule and creator permissions form part of the completed agreement.
2. Services and agency responsibilities
Kamino provides the agreed creator-management tools and enabled features, which may include profiles, private source uploads, synthesized voice, generated images, personality settings, studio testing, team access, and connected messaging. The service schedule identifies approved clones, channels, features, usage limits, and any support commitments.
The Agency must protect its accounts, limit team access to authorized people, use the tools lawfully, and follow creator boundaries and applicable content rules. It must disclose that clone interactions and media are AI generated and must not promise personal contact or commitments from a creator. No subscriber volume, earnings, output accuracy, or uninterrupted service is guaranteed.
3. Creator authority and source rights
The Agency must hold documented authority to represent each creator and written permission covering every enabled use of the creator’s name, likeness, voice, and source material. It must also obtain any separate rights from photographers, recording owners, or other rights holders. Account membership, file possession, and a rights-confirmation checkbox do not replace those permissions.
Adult features require separate, explicit permission for the relevant uses. Real creators must be adults; every person in adult source material must have been an adult when that material was made. The Agency must stop unauthorized uses and promptly report expired authority, disputed consent, or a withdrawal request. Kamino may request relevant evidence and restrict disputed features.
4. Limited license and ownership
To the extent authorized by the relevant rights holders, the Agency grants Kamino a nonexclusive license during the agreement to store, copy, process, transmit, and display approved material solely to provide the selected services. Necessary service-provider processing must remain within the signed permission and the applicable privacy disclosures.
The Agency and creators retain their existing rights; Kamino retains its platform and software rights. This license does not authorize unrelated advertising, resale of a voice model or identity dataset, or general-purpose model training on creator sources. Those uses require separate written permission and suitable provider arrangements. Generated outputs are subject to third-party rights and are not guaranteed exclusive or copyright-protected.
5. Fees, revenue, and settlement
Fees, revenue shares, the definition of revenue, permitted deductions, settlement currency and timing, reserves, taxes, refunds, and chargeback responsibilities must be agreed in a signed commercial schedule before paid activity begins. The schedule must identify the seller and who is responsible for compensating creators. No amount or revenue split is implied by this template.
Profile prices, test subscriptions, and subscriber counts do not establish collected revenue or an entitlement to payouts. Each party must keep accurate records of actual transactions and agreed deductions and cooperate in resolving discrepancies. Neither party may claim that a payment processor or commercial arrangement is approved without confirmation.
6. Confidentiality and personal information
Each party must use the other’s nonpublic information only for the agreed services, apply reasonable safeguards, and limit disclosure to authorized personnel, necessary providers and advisers, or disclosures required by law. Information lawfully public, independently developed, or lawfully received without a confidentiality restriction is excluded.
Agency access to conversations and memories is limited to authorized management purposes. It does not permit unrelated marketing, monitoring, or disclosure. The parties must determine their actual privacy roles, use any required data-processing agreement, and cooperate promptly on security incidents and privacy requests. Necessary retention does not authorize continued commercial use of creator sources.
7. Termination and suspension
Unless the signed schedule provides otherwise, either party may end the agreement on 30 days’ written notice. A remediable material breach may be grounds for termination if it remains uncorrected 14 days after written notice describing it. Either party may act sooner where required by law; Kamino may immediately restrict affected services for unlawful conduct, compromised security, or disputed consent.
On expiry or termination, stop affected publication, new generation, and scheduled delivery; revoke unnecessary team and channel access; and coordinate lawful customer remedies and settlement of accrued amounts. Return or delete confidential records as appropriate, subject to limited legal, security, and dispute retention. Existing permissions do not survive beyond their own scope. User or independent-provider copies may require separate requests.
8. Responsibility and general provisions
Each party is responsible for its own conduct, breaches, and legal obligations. Except for express commitments and rights that cannot be excluded, AI features are provided as available and may be inaccurate or interrupted. This draft sets no financial liability cap, indemnity, arbitration requirement, or waiver of mandatory rights.
The parties are independent contractors and cannot bind one another outside express written authority. Changes and assignments require written agreement; creating a new entity does not automatically transfer an existing contract. Mandatory law prevails, and specific creator permission limits cannot be expanded by general commercial terms. If a provision is unenforceable, the remaining provisions continue where lawful.
9. Execution and notices
The private service schedule must record each party’s identity, authorized signatory and capacity, signatures, signature dates, service scope, commercial terms, and a working method for written notices. Each party receives a completed copy. Any selected governing law or forum must be agreed there and remain subject to mandatory protections.
Keep executed contracts and supporting permissions in restricted records. Do not publish signatures, identity evidence, or private schedules on a creator profile or upload them as photo, voice, or personality source material.