Legal

General Terms and Conditions

CG Media Ltd, acting under BLYND, operated by VIMG (VOID International Media Group)

I. Scope and General Provisions 

1. These General Terms and Conditions (hereinafter „GTC“) shall apply exclusively to all offers, deliveries, productions, contracts, creative concepts, strategies, consulting services, and other services provided by CG Media Ltd, acting under BLYND, operated by VIMG (Void International Media Group, Krausnickstr. 8, 10115 Berlin, Germany (hereinafter uniformly referred to as „BLYND“), to its clients (hereinafter referred to as the „Client“).

2. These GTC apply solely to contracts with legal entities under public law, corporate brands, entrepreneurs, commercial entities, and freelancers. Any conflicting, deviating, or supplementary terms and conditions of the Client are hereby expressly rejected; they shall only become part of the contract if BLYND has expressly agreed to their validity in writing.

3. These GTC shall also apply in their respective current version to all future contracts and assignments within the framework of an ongoing business relationship with the Client, without BLYND having to refer to them again in each individual case. BLYND is entitled to amend these GTC with future effect, provided that it notifies the Client of the amendments and the Client does not object in writing within two weeks of notification.

4. Cost estimates and budget calculations provided by BLYND are fundamentally non-binding estimates of effort and expense, unless a binding nature has been explicitly agreed upon in writing for an individual case.

5. „Visual Material“ (or „Images“) within the meaning of these GTC includes all visual assets produced by BLYND, regardless of technical form, medium, or method of generation (e.g., photographs, still frames, digital image data, graphics, renderings, compositings, layouts, as well as image data generated using generative artificial intelligence).

6. „Video Material“ (or „Videos“) within the meaning of these GTC includes all moving images in the broadest sense produced by BLYND, regardless of technical form, format, or method of generation (e.g., film productions, video clips, still-videos, raw material/footage, animations, sequences, as well as moving image content generated using artificial intelligence).

7. „Creative Services“ within the meaning of these GTC comprise all conceptual, strategic, and textual elaborations, including but not limited to marketing and content strategies, branding concepts, scripts, storyboards, mood boards, advertising copy, slogans, as well as input commands (prompts) and workflows used for AI-assisted content creation

II. Formation of Contract

1. Prior offers submitted by BLYND are always subject to change and non-binding, unless they are expressly designated as binding.

2. A binding contract is formed as soon as the Client confirms an offer from BLYND in writing, via email, or in any other text form, or when BLYND accepts an order from the Client by issuing a confirmation of order (email is sufficient) or by commencing execution of the requested services.

III. Copyright, Intellectual Property, and AI Clause

1. BLYND shall retain all copyrights, intellectual property rights, and performance protection rights to all conceived ideas, creative services, strategy papers, storyboards, mood boards, as well as all created and generated images and videos, in accordance with applicable intellectual property laws.

2. Artificial Intelligence Clause (AI Clause): The Client acknowledges and agrees that BLYND may utilize generative artificial intelligence tools (e.g., Midjourney, Claude, ChatGPT, Runway, etc.) within the scope of conception, strategy development, and production. To the extent that the use of AI does not give rise to statutory copyright protection in the traditional sense for pure AI-generated assets, the parties contractually agree that all performance results, prompts, workflows, and digital files resulting from AI usage shall be protected as the intellectual property of BLYND. The granting of usage rights to the Client for these assets shall be handled analogously to copyright-protected works in accordance with the provisions of this section.

3. Unless expressly agreed otherwise in writing, BLYND grants the Client a simple, non-transferable, and non-sublicensable right of use for the contractually agreed purpose and scope of application, applicable only to the final approved and delivered works. Ownership of data, source files, raw materials, footage, or physical media is not transferred to the Client.

4. Unless otherwise expressly agreed in writing, any transfer of rights of use to third parties—including the Customer’s affiliates, group companies, or subsidiaries—requires a separate, express written agreement.

5. Retention of Rights pending Full Payment: All usage rights (both internal and external) shall only transfer to the Client upon full, unconditional, and irrevocable payment of the total agreed fee (including all advance payments, milestone payments, final invoices, and out-of-pocket expenses). The utilization of preliminary versions, previews, watermarked drafts, or raw footage prior to full payment is strictly prohibited, unless BLYND has expressly consented to such premature use in text form.

6. BLYND has the right to be credited as the author/creator on every instance of utilization, publication, or reproduction of the works (e.g., „Photo/Video: BLYND“). Any violation of this right to attribution entitles BLYND to claim damages.

7. Any use, exploitation, reproduction, distribution, or secondary publication beyond the original contractual purpose is subject to a separate fee and requires the prior express consent of BLYND.

8. Any modification, alteration, distortion, editing, montage, or „compositing“ of the image or video material by electronic means or AI tools to create new works is prohibited without the prior written consent of BLYND. Furthermore, the material may not be traced, reenacted, copied, or used as a prompt template or data input for AI systems (reverse engineering).

9. The Client explicitly acknowledges and agrees that the transfer of usage rights under individual agreements applies solely and exclusively to the finalized, approved, and delivered assets (Final Deliverables). Ownership, intellectual property rights, and copyright to all raw data, source files, and uncut material (Raw Footage) shall remain exclusively and entirely with BLYND. BLYND is under no obligation to archive, retain, or deliver Raw Footage to the Client. BLYND remains fully entitled to use all created works, Final Deliverables, and Raw Footage for its own promotional purposes (including but not limited to showreels, its website, case studies, portfolios, pitches, or social media channels) without any restriction in terms of time or geographical location, even if trademarks, corporate logos, or distinctive signs of the Client are visible.

IV. Contractual Penalty for Intellectual Property Violations

For each instance of a culpable violation of the copyrights, performance protection rights, intellectual property rights, or the unauthorized use of undelivered concepts, creations, strategy documents, or layouts (particularly within the framework of pitches, competitions, or tenders) outlined in these GTC, the Client undertakes to pay an immediate contractual penalty in the amount of 100,000.00 USD (in words: one hundred thousand US Dollars) to BLYND. BLYND reserves the right to assert further claims for damages; any contractual penalty paid shall be offset against such damage claims.

V. Fees, Payment Terms, and Right of Retention

1. Services provided by BLYND shall be billed based on the agreed hourly rates, day rates, or fixed package fees. All prices are net prices and exclusive of any applicable statutory taxes, levies, or VAT. Additional costs and out-of-pocket expenses (e.g., travel expenses, studio rentals, voice actor/talent fees, props, materials, licenses, talent buyout fees, etc.) will be invoiced separately and shall be borne entirely by the Client.

2. Unless expressly agreed otherwise in writing, the following standard payment schedule shall apply:

50% of the agreed Project Fee is due immediately upon order placement/contract signing as an advance deposit.

50% of the agreed Project Fee is due immediately upon completion of the principal production/creation phase or shooting days.

Final Settlement (Third party & Expenses): Any remaining balances from the core fee, alongside all actual third-party costs, travel expenses, per diems, and out-of-pocket expenses incurred during the project, shall be invoiced upon final delivery of the assets and are due within 7 days of the invoice date.

3. Invoices issued by BLYND are due for payment immediately upon receipt without any deductions. The Client shall automatically be in default (arrears) without further notice if an invoice is not settled within 14 days of receipt. In the event of default, BLYND is entitled to charge statutory default interest.

4. If advance payments or milestone invoices are not settled within the deadline, BLYND is entitled to suspend or withhold all work on all ongoing projects for the Client immediately, without the Client incurring any claims for delays or damages as a result.

5. If an agreed fixed package fee is exceeded by more than 15% due to an expansion of the scope of work requested by the Client or due to delays for which the Client is responsible, the additional effort will be billed based on BLYND’s standard rates, but at a minimum of 150.00 USD per hour per crew member. This applies in particular to shooting or production days exceeding a duration of 12 hours. Costs and terms of third-party vendors (e.g., talent, actors, subcontractors) shall be governed by their respective terms; BLYND assumes no liability or pre-funding obligation for third-party costs.

6. Offsetting claims or exercising a right of retention by the Client is only permissible with undisputed, acknowledged, or legally established counterclaims

VI. Creative Freedom and Approval

1. BLYND expressly guarantees that all deliverables will strictly adhere to the Client’s officially provided corporate identity (CI), brand design guidelines, and the mutually finalized project briefing. However, to ensure the visual integrity and technical feasibility of the project, BLYND reserves exclusive and absolute authority regarding the artistic, technical, and directorial execution on set and throughout the entire production process. BLYND is not bound by spontaneous, non-briefed directorial or editorial instructions issued on set by the Client or its local representatives. Mood boards, vision boards, and conceptual treatments approved prior to production shall serve as the binding structural baseline; any deviations or structural changes requested on set or during post-production require a mutually signed written change order and may result in additional fees and adjusted timelines. BLYND shall not be held liable if delivered assets deviate from the original goals due to unapproved on-set interventions by the Client.

2. Any claims for defects or complaints relating to the purely artistic interpretation, visual composition, or technical implementation within the scope of creative discretion are completely excluded.

3. If the Client requests modifications during or after the running production that deviate from the originally approved concept or briefing, the Client shall bear all resulting additional costs. BLYND retains its full claim to remuneration for all services already rendered. The total agreed fee must also be paid in full if the delivered material is not published, accepted, or used by the Client for its intended purpose.

VII. Project Cancellation and Cancellation Fees

If a firmly placed order or a finalized offer is canceled, postponed, or called off by the Client for reasons not attributable to BLYND, a graduated cancellation fee based on the agreed total net fee shall become due:

Cancellation up to 10 days prior to the schedule: 50% of the agreed net fee

Cancellation up to 3 days prior to the schedule: 70% of the agreed net fee

Cancellation less than 48 hours prior to the schedule: 100% of the agreed net fee

Any third-party costs, rental non-refundable fees, or out-of-pocket expenses already incurred must be reimbursed by the Client at 100% in any case. For weather-related production postponements, standby or downtime will be billed as regular working time (based on standard day rates), unless an explicit weather cancellation insurance policy was taken out at the Client’s expense.

VIII. Travel Expenses and Per Diem Regulations 

For all business travel undertaken by BLYND crew members at the request of or necessitated by the Client’s project, the following conditions shall apply (unless otherwise expressly agreed)

Travel Days: For each pure travel day (outbound and return travel without active production), 50% of the agreed standard day rate will be charged.

Travel Cost Coverage: All transit, flight, and transportation costs shall be borne at 100% by the Client. The travel logistics shall be organized exclusively by BLYND.

Air Travel: For flights with a scheduled flight duration of up to 6 hours, Economy Class shall be booked. For flights with a scheduled duration of 6 hours or more, the Client is required to cover Business Class tickets.

Rail and Car Travel: Rail travel shall be in 1st Class. For travel using a company or private vehicle, a flat rate of 0.50 USD per driven kilometer will be charged. For rental cars, the Client shall bear the full costs including fuel and comprehensive insurance coverage with zero deductible.

Accommodation: Overnight accommodations must be provided in hotels with a standard rating of at least 4 stars (or local equivalent).

Per Diem / Catering: A fixed per diem allowance of 60.00 USD per day per person shall be charged for catering and subsistence.

On-Site Consultations: For purely advisory or organizational on-site sessions (e.g., workshops, location scouting, non-production strategy meetings) that are not part of regular shooting days, a flat fee of 500.00 USD per day shall be charged.

IX. Special Provisions for Drone and Aerial Productions 

1. If the assignment includes the operation of unmanned aerial systems (hereinafter „drones“), execution shall occur strictly in compliance with the local aviation laws, safety regulations, and official permits of the respective jurisdiction. The Client cannot demand operations that violate safety protocols or applicable law.

2. Drone operations are strictly ruled out under adverse weather conditions (e.g., rain, thunderstorms, snowfall, darkness without specialized night permits, or wind speeds exceeding 30 km/h) due to flight safety. BLYND retains its full claim to remuneration in these instances; weather-related delays shall be borne entirely by the Client.

3. Operations are carried out exclusively under Visual Line of Sight (VLOS) rules, up to a maximum altitude of 100 meters, and a maximum horizontal distance of 500 meters from the pilot, unless official special permits are obtained. Overflying uninvolved persons, dense crowds, or entering prohibited airspace zones (e.g., airport control zones) is strictly prohibited.

4. To the extent that official operating permits are required under local laws, BLYND will undertake the administrative steps to secure them. All associated application fees, administrative costs, and processing expenditures shall be paid in full by the Client.

X. Client Obligations and Cooperation

1. The Client explicitly warrants that it holds all necessary reproduction, distribution, and processing rights for all templates, logos, corporate designs, texts, images, and videos provided to BLYND, and that the required clearances (Model Releases) for the commercial use and publication of depicted individuals have been legally obtained.

2. The Client shall fully indemnify, defend, and hold BLYND harmless from and against any and all third-party claims, liabilities, damages, and expenses (including legal defense fees) arising out of or resulting from any breach of these warranties or missing clearances for materials provided by the Client.

3. If BLYND provides the Client with selection drafts, raw assets, or preview versions for review, the Client is obligated to permanently delete all non-selected assets within one week of receipt and to refrain from any use thereof (including internal archives).

4. To maintain the projected timeline, the Client is required to provide feedback on concepts, previews, or any other deliverables requiring approval within 48 hours of transmission by BLYND. BLYND shall not be held liable or responsible for any project delays resulting from the Client’s delayed feedback or failure to respond within this timeframe.

XI. Limitation of Liability

1. BLYND shall be liable without limitation for intent, gross negligence, culpable injury to life, body, or health, or under explicit guarantees provided in written form.

2. In cases of ordinary or slight negligence involving a breach of an essential contractual obligation (a „cardinal obligation“—meaning an obligation whose fulfillment is essential to the proper execution of the contract and upon whose compliance the partner regularly relies), BLYND’s liability shall be limited to the foreseeable, contract-typical damage established at the time of contract formation.

3. In all other instances of slight negligence, BLYND’s liability is entirely excluded. Without prejudice to the foregoing, the maximum aggregate liability for slight negligence shall be capped at 50% of the respective individual order value.

4. BLYND shall only be liable for damages to items to be shot, client-furnished equipment, data, or media templates in cases of intent or gross negligence. Digital raw data (footage, RAW files) will be preserved by BLYND as a voluntary, non-binding service for a maximum of one year following project completion; any liability for data loss or corruption is explicitly excluded. The Client is solely responsible for the final long-term archiving of its approved and delivered assets.

5. To the extent that BLYND uses client-owned equipment or third-party devices provided by the Client at the Client’s request, the Client must ensure that these are sufficiently insured. Operation occurs entirely at the Client’s risk under full exclusion of liability on the part of BLYND.

XII. Exclusion of Right of Withdrawal/ Consumer Rights 

As the professional services and products of BLYND are directed exclusively at business entities, corporate clients, entrepreneurs, and professional partners acting in the exercise of their commercial, industrial, or independent business activities, no statutory right of withdrawal, cooling-off period, or return policy exists. Consumer protection regulations regarding withdrawal or cancellation do not apply, and no contractual right of rescission is granted.

XIII. Jurisdiction, Applicable Law, and Severability

1. Governing Law: This contractual relationship and all disputes arising out of or in connection with contracts governed by these GTC shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law provisions.

2. Place of Jurisdiction: Berlin is agreed upon as the exclusive place of fulfillment for all obligations and the exclusive place of venue and jurisdiction for all claims, legal actions, or disputes arising between the parties.

3. Severability Clause: If any provision of these GTC is or becomes invalid, illegal, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, a legally permissible provision shall be deemed agreed upon which comes closest to the economic and strategic intent of the original provision. This shall apply analogously to any regulatory gaps or omissions

Effective Date: October 2025