Terms of Service

OVERLAY is a creative service operated by TEPROF LLC. Throughout these Terms, "we", "us", and "our" refer to TEPROF LLC trading as OVERLAY.

By accessing this website and engaging our services, you agree to be bound by these Terms of Service.

OVERLAY provides AI-generated visual assets and bespoke art direction. Turnaround times (e.g., 2, 5, or 10 Business Days) refer strictly to the delivery of the initial Presentation Deck.

Timeline Start: Standard production timelines commence on the scheduled start date, contingent upon a completed Creative Brief. For Rush Orders, the timeline commences immediately upon Creative Brief approval. Please note that Rush availability is subject to studio capacity, and OVERLAY reserves the right to decline expedited requests.

Add-ons & Scope Expansion: Base turnaround times apply strictly to standard packages. Selecting Add-ons (e.g., Extra Hero Visuals, Motion Loops) will extend the baseline production timeline. To ensure full transparency, the final aggregated timeline will be explicitly stated and agreed upon prior to the payment of your reservation retainer, rather than during the Creative Brief stage.

Creative Concepts Definition: Pricing is based on Art Directions. Essentials and The Collection plans include ONE Art Direction. The Atelier includes up to 3 Distinct Art Directions. Additional concepts incur extra fees.

Designs are presented via a Watermarked Presentation Deck. The Client typically has 3 business days to provide feedback.

• Revisions: We provide up to 2 rounds of revisions strictly prior to final delivery. Revisions cover minor refinements (e.g., color grading, composition tweaks). Major conceptual changes deviating from the Creative Brief will be billed as additional scope.
• Nature of Generative Workflows: The Client acknowledges that our process blends art direction with generative technology, which inherently involves probabilistic artistic interpretation. While we strive for absolute precision, minor stylistic variations or micro-artifacts that do not impact overall commercial viability are inherent. Pixel-perfect replication of complex hardware details is not guaranteed unless highly detailed 3D assets are provided.
• Fictional Representations & Reference Assets: All human likenesses generated by OVERLAY are entirely fictitious. Any resemblance to real persons, living or dead, is purely coincidental. If the Client provides specific reference images (e.g., a specific model or influencer) to guide the generation process, the Client warrants that they possess the necessary licenses and right of publicity clearances for those individuals. OVERLAY assumes no liability for publicity rights infringement arising from Client-provided reference materials.

Transfer of Rights: To the maximum extent permitted by applicable law, upon balance settlement, OVERLAY assigns and transfers to the Client all of its rights, titles, and interests in the Final Assets for any commercial media.

AI Copyright Acknowledgment: While we transfer all commercial usage rights to you, the Client acknowledges that the global legal framework surrounding AI-generated art is evolving. OVERLAY cannot guarantee that the Final Assets will be eligible for traditional copyright or trademark registration in every jurisdiction. The Client assumes all responsibility for the legal clearance and registration of the assets in their respective markets.

Portfolio Usage: OVERLAY retains a limited right to display the Final Assets strictly for self-promotional purposes (e.g., website portfolio, case studies). However, we respect "Stealth Mode" requirements: Clients may request anonymity or non-disclosure via email at any time, and we will honor such requests without requiring a formal NDA.

OVERLAY employs advanced generative AI technologies and proprietary digital hybrid workflows. We respect the extreme confidentiality of your unreleased products. All proprietary visual assets and data provided by the Client are processed under strict enterprise-grade security protocols. We guarantee a "Zero-Training" protocol: your product images and final deliverables are used exclusively for generation (inference) and will never be transmitted to public training grids, used to train foundational machine learning models, or retained on public-facing servers after project completion.

A reservation retainer (50%) is required to secure your production slot. While generally non-refundable, specific cancellation exceptions (e.g., grace period prior to Creative Brief submission) are detailed in our Refund Policy. The balance settlement is due strictly upon approval of the watermarked previews. Rush orders require 100% upfront payment. Clients are responsible for all applicable taxes/VAT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TEPROF LLC (DBA OVERLAY) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR LOST PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICES.

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC SERVICE THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, BUT DOES NOT APPLY TO DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

These Terms constitute the entire agreement. However, if a separate written agreement (e.g., SOW) is signed, its terms shall prevail over these web terms.

These Terms shall be governed by the laws of the State of Wyoming, United States.

B2B Nature of Services: You acknowledge and agree that OVERLAY provides services strictly to business entities and professionals for commercial purposes. These Terms do not govern consumer transactions.

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, specifically utilizing the Expedited Procedures. The application of AAA's Consumer Arbitration Rules is expressly excluded. To ensure efficient and cost-effective resolution, the arbitration shall be conducted exclusively via Desk Arbitration (based solely on written submissions and documentary evidence) without any in-person or virtual hearings, unless mutually agreed upon in writing by both parties or mandated by the arbitrator under exceptional circumstances.

Class Action Waiver: You and TEPROF LLC agree that any proceedings to resolve disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action.

You agree to indemnify, defend, and hold harmless TEPROF LLC (and its officers, employees, and agents) from any claims, damages, liabilities, and legal fees arising out of: (a) your use of the Final Assets; or (b) any claim that the reference materials, 3D assets, or inputs you provided to OVERLAY infringe upon the intellectual property rights of any third party.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.