LionMountain Pictures LLC, a Limited Liability Company incorporated under the laws of the State of Wyoming, USA, formed on January 23, 2023, business address: 447 Broadway, 2nd Floor #1715, New York, NY 10013, USA (the "Agency").
The Agency provides services in film production, post-production, platform and channel management, web and AI development, as well as advisory, coaching and mentoring (Part B and Part C). In individual cases, the Agency also contracts with consumers for digital educational products (Part D).
Structure
(1) These Terms apply to all contracts between the Agency and its clients domiciled or ordinarily resident outside of Germany, Austria, and Switzerland (each a "Client"), including offers, order confirmations, follow-up and additional orders. They also apply to all future transactions between the parties without the need for renewed reference.
(2) These Terms apply under Part B exclusively to entrepreneurs, businesses and self-employed individuals acting in the course of their trade, business, craft or profession. Services under Part C (advisory, coaching, mentoring and digital products) may additionally and with priority be offered to consumers; for consumers, Part D applies with priority.
(3) Any terms and conditions of the Client that differ from or conflict with these Terms shall not form part of the contract, even if the Agency does not expressly object to them or provides services or accepts payments with knowledge of them.
(4) In the event of conflict between provisions of these Terms, the following order of precedence applies: (a) written individual agreements expressly referring to the deviating provision of these Terms; (b) the Agency's offer or statement of work; (c) Part D, to the extent the Client is a consumer; (d) Part B, Part C or Part E, depending on the affected service area; (e) Part A and the final Part on governing law and dispute resolution.
(5) If the Client agrees to the application of these Terms to an existing contractual relationship, they shall apply, to the extent permitted by law, to the entire contractual relationship, including all services rendered and Work Product created since its commencement.
(6) Printing errors and mistakes excepted.
(1) Offers of the Agency are non-binding unless expressly designated in writing as binding. Binding offers remain open for 30 days from the date of issue unless the offer states otherwise.
(2) A contract is formed by signature of the offer by both parties, including electronically, by acceptance of the offer by the Client in text form, in particular by email, by a booking via an online order form or a payment provider, or by commencement of performance by the Agency following the Client's acceptance of the offer.
(3) Written approval of an offer or cost estimate by the Client is sufficient to constitute a valid order. Oral agreements require confirmation by the Agency in text form to become effective.
(4) The scope of services is conclusively set out in the respective offer or statement of work. Services beyond that scope are agreed and charged separately.
(5) The Agency may perform the services itself or have them performed in its own name by employees, freelancers and subcontractors of its choice.
(1) All fees are net prices in the currency stated in the offer. As a US entity, the Agency does not collect or remit VAT, GST, sales tax or equivalent taxes in foreign jurisdictions. The Client is solely responsible for the correct tax treatment on its side, including any withholding tax obligations under applicable law. For consumers, Section 22(2) applies.
(2) If the Client is required to withhold any taxes or levies from payments to the Agency, the payment shall be increased so that the Agency receives the agreed amount in full after such withholding. Bank, transfer and currency conversion fees shall be borne by the Client.
(3) Invoices are due and payable within 7 days of the invoice date without deduction, unless a different payment term is agreed in writing in the offer.
(4) The Agency is entitled to require advance payment of up to 100% of the total project value. For ongoing projects, interim invoices may be issued at agreed milestones. For phased deliveries, the corresponding partial fee is due upon delivery of each completed phase. Monthly flat fees are payable in advance on the first day of each calendar month; each commenced calendar month is charged in full.
(5) Third-party costs, including licenses, materials, permits and other project-related expenses, may be invoiced separately and in full. Travel costs and travel time are reimbursed separately; travel time is compensated at 50% of the agreed daily rate unless otherwise agreed.
(6) Unless the offer states otherwise, two rounds of revisions per deliverable are included in the quoted fee. Any additional revision rounds and any additional effort caused by the Client are charged at the Agency's then-current hourly rate.
(7) If the Client fails to pay by the due date, the Agency is entitled, following written notice and a grace period of at least 14 days, to suspend performance and restrict access to completed Work Product. Late payment interest accrues at 1.5% per month on outstanding balances, or the maximum rate permitted by applicable law, whichever is lower, plus a reminder fee of USD 40 per reminder and reimbursement of all costs of enforcement, in particular reasonable attorneys', collection, court and arbitration fees. If default continues for more than 14 days, all outstanding and future fees until the end of the current contract term become immediately due, and the Agency may terminate the contract for cause without notice.
(8) The Client may only set off or exercise a right of retention with claims that are undisputed or finally determined. Complaints do not entitle the Client to withhold payments.
(9) Licenses to Work Product arise only upon payment in full (Section 8(4)).
(10) Before initiating a chargeback, payment dispute or direct debit reversal, the Client shall first contact the Agency and give it 14 days to resolve the matter. In the event of an unjustified chargeback, the payment obligation remains in effect; the Client shall reimburse the Agency for all resulting fees and costs, and the Agency may suspend access and services until payment in full. The Client's statutory rights against its payment service provider remain unaffected.
(11) The Agency is entitled to reference the Client and display produced works as part of its portfolio and promotional materials, including online, unless an express written confidentiality agreement provides otherwise.
(1) Contracts for ongoing services, in particular management, retainer and revenue share contracts, are subject to the minimum term stated in the offer. If no minimum term is stated, it is 6 months.
(2) The contract renews automatically for the original minimum term, but at least for 6 months, unless terminated in writing with 3 months' notice to the end of the respective term. For consumers, Section 22(6) applies.
(3) During the first month of the engagement, the Client may terminate with 14 days' written notice if demonstrably dissatisfied with the quality of the collaboration. The Client shall provide written reasons for the dissatisfaction.
(4) Either party retains the right to terminate for cause. Cause for termination by the Agency exists in particular if the Client is in default of payment for more than 14 days, repeatedly or materially breaches its duties to cooperate, requests the implementation of measures that violate laws or platform policies, damages the reputation of the Agency, becomes insolvent or insolvency proceedings are applied for over its assets, or has provided incorrect information about material terms of the engagement.
(5) If the Agency terminates for cause attributable to the Client, or the Client terminates a contract for ongoing services early without justification, the agreed fees until the end of the current term become immediately due. For revenue share contracts, the Client shall pay for each remaining month, in addition to the minimum fee, the average monthly revenue share of the last 6 months.
(6) Contracts for one-time projects specifically defined in scope and duration end upon complete performance; paragraphs (1) and (2) do not apply. If the Client terminates a project before completion, the Agency retains its claim to the agreed fee; saved expenses are credited at a flat rate of 5% of the fee attributable to services not yet rendered.
(7) Terminations by the Client must be made in writing, meaning a declaration signed by hand in original or bearing a qualified electronic signature, and take effect upon receipt by the Agency. Text form is sufficient for terminations by the Agency. For consumers, Section 22(6) applies.
(1) Upon cancellation of a confirmed project, the Client shall pay cancellation fees according to the following schedule, calculated on the agreed net fee:
(2) Cancellations must be communicated in writing. The relevant date is the date on which the cancellation notice is received by the Agency.
(3) Any third-party costs already incurred and advance payments already made to third parties are reimbursable in full regardless of the cancellation date.
(4) The Agency reserves the right to claim documented lost profit to the extent the above cancellation fees do not fully cover the Agency's actual loss.
(5) Advance payments made by the Client are credited against the cancellation fee owed under this Section. If the advance payment exceeds the cancellation fee, the difference is refunded within 14 days of receipt of the cancellation notice. Otherwise, advance payments are non-refundable. If the cancellation fee exceeds the advance payment, the difference is due within 7 days of invoicing.
(6) The cancellation fees liquidate the damage the Agency would ordinarily expect to incur, in particular for reserved production capacity, declined alternative engagements and services already rendered. The Client may prove that no damage or a substantially lower damage has occurred. For purposes of this Section, "pre-production" means concept development, planning, location scouting, scheduling and other preparatory work; "commencement of production" means the start of principal photography; "project start" means the first scheduled shoot day or, for engagements without a shoot day, the start date stated in the offer.
(7) If the Agency has commenced pre-production following receipt of the advance payment and has notified the Client of this in text form, the cancellation fee is at least 50% of the agreed net fee regardless of the time remaining until project start, unless the fee under paragraph (1) is higher. The right to prove lower damage under paragraph (6) remains unaffected.
(8) For the cancellation of individual appointments, in particular advisory, coaching or strategy sessions, Section 21(5) applies.
(1) The Client shall provide the Agency, in a timely manner, completely and free of charge, with all information, content, access and decisions required for the performance of the services, and shall appoint a contact person with decision-making authority. The Client shall approve drafts submitted by the Agency within 3 business days or raise specific objections; if the Client does not respond in time, the draft is deemed approved.
(2) If the Client fails to fulfill its duties to cooperate, or does so incompletely or late, deadlines are extended accordingly, additional effort is charged separately, and the Agency's claim to its fees remains unaffected. After a deadline of 7 days has expired without result, the Agency may terminate the contract for cause; Section 4(5) applies.
(3) The Agency provides recommendations in particular on strategy, positioning, offers, pricing, advertising budgets, content and measures. Decisions and implementation are the Client's responsibility. If the Client does not implement recommendations, implements them late or differently, or changes measures on its own initiative, the Agency is not liable for the resulting outcomes; additional effort is charged separately, and for performance-based compensation Section 12(7) applies.
(4) The Agency owes the professional performance of the agreed services, not any particular commercial result, in particular no specific revenue, leads, reach, rankings or return on advertising spend, unless a result is expressly guaranteed in writing. Forecasts, sample calculations and case studies are non-binding. The Agency's services are services, not deliverables with a guaranteed outcome, unless expressly agreed otherwise.
(5) Recommendations and notices of the Agency by email, messenger, project management tool or in minutes are deemed documented and received by the Client.
(1) Performance times and appointments are binding only if the Agency has confirmed them in writing as binding.
(2) If the parties subsequently agree on different or additional services, or the Client does not fulfill its duties to cooperate in time, agreed deadlines are extended by a reasonable period.
(3) Force majeure and other impediments for which the Agency is not responsible extend performance deadlines by the duration of the impediment plus a reasonable start-up period. These include in particular outages, suspensions, and changes in policies, pricing and algorithms of advertising, social media, hosting, software and payment platforms, cyberattacks, power and internet outages, strikes, governmental measures, epidemics, and illness or accident of the Agency's management or key service providers. If the impediment lasts longer than 60 days, the Agency may withdraw from or terminate the contract in whole or in part without the Client being entitled to damages.
(4) Reminders and deadlines set by the Client require written form under Section 4(7). Any grace period must be reasonable; a period of less than 2 weeks is reasonable only in cases of particular urgency, which the Client must demonstrate.
(5) If the Client cancels an agreed appointment, in particular workshops, strategy sessions, shoot dates, live calls or webinar support, for reasons for which the Agency is not responsible, the Client owes a cancellation fee of:
For shoot dates and production projects, Section 5 applies with priority.
(1) Definitions:
(2) All rights in Work Product and Agency IP remain with the Agency. The Client receives only the rights of use expressly granted in this Section 8 and in Section 12. The parties expressly agree that this Section 8 also applies to Work Product not protected by law; in that respect the restrictions of use operate as contractual obligations of the Client. No work made for hire relationship arises and no assignment of ownership or copyright takes place unless expressly agreed in writing, regardless of whether the Client uses the Work Product during or after completion of the respective engagement.
(3) The Client receives a non-exclusive, non-transferable and non-sublicensable license, limited to the contractually intended purpose and to the Client's own business. Use by affiliated companies or third parties requires a separate written agreement and fee. If the Agency grants an exclusive license by way of exception, it remains entitled to use the Work Product for its own promotion.
(4) The license arises only upon payment in full of all fees under the respective contract. Until then, the Agency tolerates the use on a revocable basis; in case of payment default, such toleration is deemed revoked.
(5) Duration of the license: for project contracts with a fixed fee, the license is perpetual for the agreed purpose after payment in full. For contracts with ongoing fees and for contracts with wholly or partly performance-based compensation, the license is limited to the term of the contract and terminates automatically upon the end of the contract, for whatever reason. For the acquisition of a perpetual license after the end of the contract, see Section 12(2).
(6) Changes, adaptations and imitations of Work Product, in whole or in part, require the Agency's prior written consent. This applies to originals as well as copies. In the event of a breach, the Client shall pay liquidated damages equal to 200% of the agreed net fee, without prejudice to the Agency's right to claim further documented damages. The parties acknowledge that the Agency's damages from unauthorized use are difficult to quantify and agree that the above amount is a reasonable estimate of anticipated harm, not a penalty.
(7) The Agency is entitled to display its company name and attribution credit on all productions. Unauthorized removal of the Agency's attribution without written consent constitutes a breach, for which liquidated damages equal to 100% of the agreed net fee are due; the last sentence of paragraph (6) applies accordingly.
(8) The Client is not permitted to use any Work Product created by the Agency to train, fine-tune, or improve any artificial intelligence system, large language model, or machine learning system without the Agency's prior express written consent. This restriction applies even after full transfer of usage rights under paragraph (4).
(9) The Agency is not obliged to hand over open project files, source files, raw material or prompts. Any handover must be agreed separately in writing and paid for. Files handed over may only be modified with the Agency's written consent.
(10) Drafts, templates and files of the Agency remain its property until payment in full. In case of damage or loss, the Client shall reimburse the costs of restoration; further claims remain unaffected.
Work, concepts, ideas, analyses and audits presented by the Agency in presentations, pitches, initial or strategy calls or offers may not be used, in whole or in part, without the Agency's prior written consent. This also applies to the implementation of the underlying concepts and ideas to the extent they were not previously contained in the Client's measures. Acceptance or payment of a presentation fee does not constitute consent to use.
(1) The Client shall inspect delivered Work Product without undue delay, at the latest within 14 days of delivery. Defects and complaints must be notified in writing and specifically within this period. Thereafter, the Work Product is deemed accepted as conforming; use or publication of Work Product is also deemed acceptance.
(2) In the case of justified defects, the Agency shall, at its option, remedy the defect or re-create the Work Product; it is entitled to at least two attempts. Only thereafter may the Client reasonably reduce the fee. Withdrawal is excluded for insignificant defects. Creative, stylistic and strategic decisions within the brief do not constitute a defect.
(3) Upon approval, the Client assumes responsibility for the accuracy of text, images and other content. The Client shall check drafts and proofs for content, language and factual errors; the Agency is not liable for errors overlooked. If the Client entrusts the Agency with approvals in whole or in part, the Agency is released from liability to that extent.
(4) The Agency does not review the legal admissibility of Work Product, advertising claims and measures, in particular under unfair competition, trademark, copyright, data protection, consumer protection and regulatory law, or under rules on income and results claims and testimonials, including the FTC Endorsement Guides. Nor does it review the registrability of trademarks and logos. This is the Client's responsibility.
(5) THE AGENCY SHALL BE LIABLE ONLY FOR DAMAGES CAUSED BY ITSELF OR ITS AGENTS THROUGH WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. LIABILITY FOR ORDINARY NEGLIGENCE IS EXCLUDED; THIS ALSO APPLIES TO CLAIMS IN TORT. THE AGENCY SHALL NOT BE LIABLE FOR GROSSLY NEGLIGENT BREACH OF NON-ESSENTIAL CONTRACTUAL OBLIGATIONS BY ORDINARY AGENTS. SENTENCES 2 AND 3 APPLY TO THE EXTENT PERMITTED BY LAW.
(6) EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE AGENCY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE AGENCY SHALL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, FAILED ADVERTISING RESULTS, SPENT ADVERTISING BUDGETS, LOSS OF DATA, REPUTATIONAL HARM, ACCOUNT SUSPENSIONS OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
(7) TO THE EXTENT LIABILITY IS NOT EXCLUDED UNDER PARAGRAPH (5) OR (6), THE AGENCY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING PASS-THROUGH ADVERTISING BUDGETS AND THIRD-PARTY COSTS, AND FOR PROJECT CONTRACTS TO THE PROJECT FEE. THIS APPLIES TO THE EXTENT PERMITTED BY LAW.
(8) Liability for willful misconduct and for damages arising from injury to life, body or health remains unaffected.
(9) To the extent permitted by law, the Agency is not liable for services of third parties engaged at the Client's request or for the performance of the contract. Platforms, software providers, hosting and payment service providers are not agents of the Agency.
(10) The Agency is not liable for errors in data and files arising during import into the Client's systems, nor for content of linked third-party sites. It gives no warranty for obligations the Client assumes towards third parties, even if the contact arose through the Agency's measures. The Client alone is responsible for errors based on incorrect or incomplete information provided by the Client.
(11) Claims of the Client against the Agency must be formally asserted within one year of their accrual and are otherwise time-barred. This does not apply to claims under paragraph (8).
(1) The Client represents and warrants that it is entitled to use all content it provides to the Agency, that such content is free of third-party rights, and that its products, offers and advertising claims are lawful.
(2) The Client shall indemnify, defend and hold harmless the Agency from and against all claims of third parties, platforms and authorities, including reasonable costs of legal defense, arising from content provided or approved by the Client, the Client's products, offers and advertising claims, violations of data protection law within the Client's sphere of responsibility, contracts the Agency concludes in its own name with third parties on behalf of the Client, including the obligation to pay the price, and the Client's breaches of these Terms.
(3) Work Product and presences provided by the Agency may not be used for obscene, pornographic, threatening, defamatory, extremist, gambling-related or otherwise unlawful content. In case of a violation, the Agency may cease its services immediately and terminate the contract for cause; Section 4(5) applies.
(1) This Section 12 applies if the Agency's compensation is wholly or partly performance-based, in particular as a share of revenue, profit or commission. It also applies supplementarily to the extent the parties have not regulated individual points in writing.
(2) In the cases described in the second sentence of Section 8(5), the Client may, within 14 days after the end of the contract, acquire a perpetual, non-exclusive license for the previous purpose (Buyout). The Buyout fee equals three times the average total monthly compensation, including revenue share, over the last 12 months or, if the term was shorter, over the entire term, but no less than USD 5,000. The license arises upon payment in full. Agency IP is covered by the Buyout only to the extent it is inseparably embodied in individual Work Product.
(3) If the license terminates without a Buyout, the Client shall, within 14 days after the end of the contract, deactivate all Work Product, remove it from advertising accounts, websites, funnels, social media profiles and email systems and cease using it. The Client may neither duplicate nor replicate Work Product nor provide it to third parties, in particular successor agencies, freelancers or employees, for replication. Upon request, the Client shall confirm compliance in writing. Client Data remains unaffected.
(4) Unless the offer states otherwise, the basis of calculation for the revenue share is all revenue collected by the Client from the products and channels specified in the offer, less statutory sales tax or VAT and amounts actually refunded, including installment payments, upsells, follow-up products and subscriptions. Advertising budgets, tool costs, third-party commissions and payment fees are not deducted unless expressly agreed.
(5) The Client shall provide a statement by the 10th day of the following month, enclosing the exports from its payment providers; the amount is payable within 7 days. The Agency may instead invoice based on its own data. The Client shall grant the Agency ongoing read access to the systems relevant to the basis of calculation and shall retain the records for 3 years. The Agency may audit the statements once a year, and at any time in case of justified suspicion, itself or through a third party bound to confidentiality. If the audit reveals a deviation of more than 5% to the Agency's detriment, the Client shall bear the costs of the audit.
(6) If the Client fails to comply with its reporting or access obligations within 7 days of a request, the Agency may estimate the basis of calculation. The estimate is based on the average of the three highest-revenue months of the last 12 months. The estimate is binding until the Client provides complete evidence.
(7) The Agency receives at least the minimum fee agreed in the offer each month; if the revenue share exceeds it, the Agency receives the revenue share. If the Client does not implement recommendations under Section 6(3), pauses planned measures, or reduces the advertising budget below the Agency's recommendation, the Agency receives for the affected months at least the average monthly revenue share of the last 6 months.
(8) The Client shall not shift revenue to other companies, products, platforms or periods in order to reduce the revenue share. Shifted revenue forms part of the basis of calculation.
(9) The revenue share continues for 12 months after the end of the contract for revenue from products, campaigns, funnels and automations created or substantially co-designed by the Agency during the term, and from customers who made their first purchase during the term. The reporting and access obligations apply accordingly. This tail applies regardless of any Buyout.
(10) The collaboration does not constitute a partnership, joint venture or any other form of company. The Agency bears no losses, is not liable for the Client's obligations and is not obliged to make additional contributions. The revenue share is consideration for the Agency's services.
(1) The parties shall keep confidential all confidential information of the other party, in particular trade secrets, documents marked as confidential, prices, offers and Agency IP, and protect it against access by third parties. This obligation survives the end of the contract for 5 years, and indefinitely for trade secrets and Agency IP. It does not apply to information that is publicly known without breach or must be disclosed under legal obligations.
(2) To the extent the Agency processes personal data on behalf of the Client, the Client is the controller. The Agency's data processing agreement, including the EU Standard Contractual Clauses in its currently published version, forms part of the contract. The Client shall ensure that a legal basis exists for every processing and shall indemnify the Agency against all claims arising from any unlawful transfer or provision of data by the Client. The Agency may engage sub-processors, including those located in the United States. To the extent the Agency processes personal data as a controller, in particular data of participants in its coaching programs and courses, its privacy policy applies.
(3) The Agency may use artificial intelligence tools in performing its services and observes appropriate confidentiality in doing so. Content created with the help of artificial intelligence may be legally limited in or excluded from protection; Section 8 applies regardless. The Agency gives no warranty as to the uniqueness of such content.
(1) From conclusion of the contract and beyond its end, the Agency may name the Client with name and logo as a reference and use Work Product as well as anonymized results and metrics for its own promotion, in particular on its website, social media, presentations, case studies, webinars and courses.
(2) The Agency may place an appropriate attribution with its name or web address on Work Product and be named in the imprint or credits. If the Client removes or omits the attribution without consent, it owes liquidated damages of 100% of the fee agreed for the affected Work Product; the last sentence of Section 8(6) applies accordingly.
(3) The Agency may also work for competitors of the Client and for identical or similar products. Exclusivity exists only if expressly agreed in writing against a separate fee. Confidentiality under Section 13 remains ensured.
(4) During the term of the contract and for 12 months thereafter, the Client shall not solicit or engage, directly or through third parties, any employees, freelancers or subcontractors of the Agency who worked for the Client. For each breach, the Client owes liquidated damages of USD 10,000; the last sentence of Section 8(6) applies accordingly.
(1) The Agency provides services in the following areas, each subject to individual agreement:
a) Film Production and Branded Content: Development, production, direction and post-production of documentary films, brand films, explainer videos, commercials and other professional video and branded content productions.
b) Post-Production: Editing, color grading, audio editing, sound design and technical post-processing of video material, based on material produced by the Agency or supplied by the Client.
c) Platform and Channel Management: Strategic and operational management of video and social media channels and other digital platform presences, including content planning, video production, SEO optimization, community management and channel analytics.
d) Web Development, App Development and AI Solutions: Conception, design and technical development of websites, web applications, digital tools and AI-powered solutions and automation workflows.
e) Advisory, Coaching and Mentoring: Strategic advisory services as well as one-on-one guidance and digital educational products under Part C.
(2) The scope of each engagement is defined by the individual offer or written statement of work. Services outside the agreed scope will be separately agreed and invoiced.
(1) Where the Agency delivers post-production services based on materials supplied by the Client, the Client is solely responsible for ensuring that all supplied materials are free from third-party rights and that the Agency is licensed to use them for the agreed purpose.
(2) The Client shall indemnify and hold the Agency harmless from all claims by third parties arising from the use or processing of Client-supplied materials.
(3) The Agency accepts no liability for damages resulting from poor quality, technical errors, format incompatibilities, or incomplete or defective Client-supplied materials. Additional work required due to material deficiencies will be invoiced separately.
(4) Technical specifications must be agreed in writing before the project commences. Changes to agreed specifications requested by the Client after commencement entitle the Agency to invoice additional fees for the resulting work.
(5) Source files are not included in the standard deliverable scope and will only be handed over against a separately agreed and invoiced fee.
(1) Each completed phase of development is presented to the Client for written acceptance. The Client has 14 business days from delivery to review and report any defects in writing. If no written objection is received within this period, the relevant phase is deemed accepted.
(2) Source code, project files and technical work materials remain the Agency's property until full payment of all outstanding fees has been received; Section 8(4) applies accordingly.
(3) The Agency is not liable for malfunctions, security vulnerabilities, or compatibility issues arising from third-party components. The Client is solely responsible for the ongoing maintenance and updating of such components following project handover.
(4) Hosting, server infrastructure, domain registration and ongoing technical maintenance following project handover are not included in the project scope unless expressly agreed in writing.
(5) Changes to the agreed scope of work require written approval from the Agency and will be invoiced separately.
(6) Where the Agency develops AI-powered systems or automation workflows, the Agency retains all rights to the underlying system architecture, prompt structure and documentation as Agency IP, unless a full intellectual property assignment is expressly agreed in writing. Section 8 and, for performance-based compensation, Section 12 apply accordingly.
(1) The Agency provides platform services as a service provider. It is not a guarantor of the continued existence, availability, technical functionality, or policy decisions of any third-party platform. Unless otherwise agreed, advertising accounts, profiles, pages and catalogs are held in the name and ownership of the Client (Client Account Model); the Client grants the Agency the necessary access rights and retains its own administrator rights. If it is agreed that the Agency runs campaigns from its own accounts (Agency Account Model), these accounts, including account structures, campaigns and account history, remain exclusively with the Agency; no transfer or handover takes place.
(2) The Agency accepts no liability for platform operator decisions, including content removal, channel or account suspension or termination, algorithmic changes, changes to monetization policies or terms of service, or demonetization.
(3) Audience reach targets, subscriber growth projections, or other performance metrics communicated during the engagement are non-binding estimates. The Client bears the full risk of platform performance outcomes.
(4) The Client shall provide the Agency with all necessary platform access required for service delivery and ensure that such access remains in place throughout the contract term. Restrictions imposed by the Client do not release it from any payment obligations.
(5) The Client bears sole editorial and legal responsibility for all published content, unless the content was created independently by the Agency and formally accepted by the Client in writing.
(6) If a contract ends under the Client Account Model, the Agency may, before its access is revoked, pause the campaigns and ads it created for which no Buyout was acquired, and remove templates, rules and automations not built from Client Data.
(1) The Agency is entitled to use AI-powered production and development tools in the delivery of its services, including large language models, generative image and video tools, and automation solutions. The use of such tools is part of the Agency's standard production methodology and does not require separate authorization from the Client.
(2) Intellectual property rights in Work Product created with the assistance of AI tools are governed by Section 8.
(3) The Agency accepts no liability for damages arising from AI-generated content that has been published or deployed by the Client following written acceptance. The Client is responsible for reviewing all delivered content for accuracy, legality and fitness for purpose before any use or publication.
(1) Advisory services provided by the Agency encompass strategic recommendations, frameworks and actionable options based on the information provided by the Client and the agreed scope of engagement.
(2) The Agency does not guarantee any specific business outcome, revenue target, audience growth figure or other result. Advisory services are provided as a professional service, not a performance guarantee.
(3) Nothing in the Agency's advisory services constitutes legal, tax or financial advice. The Client is solely responsible for obtaining qualified professional advice in those areas before making any relevant decisions. The Agency shall not be liable for damages arising from the Client's reliance on Agency advice as a substitute for qualified legal, tax or financial counsel.
(4) The outcomes of advisory recommendations depend materially on the Client's own consistent implementation. The Agency accepts no liability for absent or reduced results arising from incomplete, delayed or non-compliant implementation by the Client.
(1) This Section 21 applies to all advisory, coaching and educational services and digital products of the Agency, regardless of the name, format or platform under which they are offered. These include in particular one-on-one coaching, group coaching, mentoring, programs, masterclasses, workshops, live formats, online courses, memberships, recordings and other digital content. The scope of services is set out in the respective offer or sales page or in the contract. Coaching is a service; no particular result is owed.
(2) Coaching, mentoring and support formats focus on individual advice and personal guidance, in particular in live formats with real-time communication; supplementary materials serve preparation and deepening. Monitoring or controlling learning success is not owed for any product of the Agency and does not form part of the contract.
(3) Coaching is neither psychotherapy nor medical treatment and does not replace either of them or any medical, psychological, legal, tax or financial advice. The participant represents that they are sufficiently resilient to participate and shall coordinate participation with their practitioner if they are in treatment. If there are indications of a need for treatment, the Agency may end the engagement; the fee for services not yet rendered will then be refunded pro rata.
(4) The participant is solely responsible for their decisions and implementation. The Agency gives no guarantee of specific results, revenue or income. Results and testimonials of other participants are not typical and are no promise of individual results.
(5) Individual sessions may be rescheduled free of charge up to 48 hours in advance. In case of later cancellation or no-show, the session is deemed held. Group sessions take place regardless of individual attendance; there is no right to a make-up session. Services not used within the program term expire at its end without refund.
(6) The Agency may record group sessions and make them available to participants. Recordings containing personal contributions of individual participants are used for promotional purposes only with their separate consent. Participants may not record sessions.
(7) For digital content, the participant receives a personal, non-exclusive and non-transferable license for the access period stated in the offer or, if none is stated, for the period during which the Agency offers the product. Sharing access or content, sharing accounts, and downloading, copying or distributing content are prohibited unless expressly permitted. In case of a violation, the Agency may block access without refund; the participant owes liquidated damages equal to the program price for each unauthorized user; the last sentence of Section 8(6) applies accordingly.
(8) The total price is always owed; payment in installments is merely a deferral. If a business client is in default with one installment, the entire remaining balance becomes immediately due. The Agency may block access until payment is made. Ending participation does not affect the payment obligation. For consumers, Section 22(7) applies.
(9) After performance has started or content has been made available, no refunds are given unless a statutory right of withdrawal exists (Section 22) or the Agency has expressly granted a guarantee.
(10) Participants shall treat information of other participants confidentially and behave respectfully. In case of serious or repeated violations, the Agency may exclude the participant without refund.
(11) Programs with a fixed term end upon its expiry without the need for termination. Ordinary termination during the fixed term is excluded; for consumers, Section 22(6) applies.
(1) This Part D applies only if the Client is a consumer, meaning a natural person entering into the contract for purposes predominantly outside their trade, business, craft or profession. It takes precedence over the other provisions of these Terms. "European Consumers" are consumers habitually resident in the European Union, the European Economic Area, the United Kingdom or Switzerland.
(2) Prices for consumers are final prices. To the extent sales tax or VAT is legally due, it is included in the price.
(3) The choice of law under Section 24(1) also applies to consumers. However, consumers retain the protection of the mandatory provisions of the law of the country in which they have their habitual residence.
(4) For European Consumers, the arbitration agreement, the forum provision, the class action waiver, the pre-dispute notice requirement and the cost provision under Section 24(2) to (6) do not apply; the statutory places of jurisdiction apply. For all other consumers, Section 24(2) applies with the proviso that the Consumer Arbitration Rules of the American Arbitration Association apply instead of the ICDR International Arbitration Rules, and that any oral hearing takes place, at the consumer's choice, by video conference or in the county of the consumer's residence; Section 24(6) does not apply. The Agency is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.
(5) Towards European Consumers, the Agency has unlimited liability for willful misconduct and gross negligence, for damages arising from injury to life, body or health, under guarantees given and under product liability law. In case of ordinary negligence, it is liable only for the breach of essential contractual obligations, meaning obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the consumer may regularly rely, limited to the foreseeable damage typical for the contract. Section 10(1), (2), (5) to (7) and (11) do not apply to them; the statutory warranty rights and limitation periods apply. Towards all other consumers, Section 10 applies to the maximum extent permitted by the law applicable to them.
(6) Contracts with European Consumers have a minimum term of no more than 24 months. After its expiry, they renew only for an indefinite period and may then be terminated at any time with one month's notice. For all consumers, text form, in particular email, is sufficient for termination. Mandatory statutory termination rights remain unaffected.
(7) For European Consumers, the statutory rules on payment default apply; Section 3(7) does not apply to them. For all other consumers, late payment interest and fees apply only up to the maximum permitted by applicable law. For all consumers paying in installments, the entire remaining balance becomes due only if the consumer is in default with at least two consecutive installments amounting to at least 10% of the total price and a payment deadline of 14 days, set with the statement that the entire remaining balance will become due in case of non-payment, has expired without result.
(8) Where these Terms provide for cancellation fees or liquidated damages, European Consumers may prove that no damage or a substantially lower damage has occurred.
(9) Amendments to these Terms become effective towards consumers only with their express consent; Section 25(2) does not apply. Consumers are named as references only with their separate consent; Section 14(1) does not apply in that respect.
(10) Consumers habitually resident in the European Union, the European Economic Area or the United Kingdom have a right of withdrawal in accordance with the following withdrawal notice. In addition:
Withdrawal Notice
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract.
To exercise the right of withdrawal, you must inform us (LionMountain Pictures LLC, 447 Broadway, 2nd Floor #1715, New York, NY 10013, USA, email: office@lionmountainpictures.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
If you requested that the performance of services begin during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.
Early expiry of the right of withdrawal
For a contract for the provision of services, the right of withdrawal expires when we have fully performed the service, provided that you gave your express prior consent to our beginning performance before the end of the withdrawal period and acknowledged that you will lose your right of withdrawal once the contract has been fully performed.
For a contract for the supply of digital content not supplied on a tangible medium, the right of withdrawal expires when we have begun performance, provided that you gave your express consent to our beginning performance before the end of the withdrawal period, acknowledged that you thereby lose your right of withdrawal once performance has begun, and we have provided you with a confirmation of the contract.
End of withdrawal notice
Model Withdrawal Form
(Complete and return this form only if you wish to withdraw from the contract.)
To LionMountain Pictures LLC, 447 Broadway, 2nd Floor #1715, New York, NY 10013, USA, email: office@lionmountainpictures.com:
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service / the supply of the following digital content (*):
Ordered on (*) / received on (*):
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if this form is notified on paper):
Date:
(*) Delete as appropriate.
(1) These Terms govern contracts in which the Agency performs the service as provider. For engagements in which the Agency or its managing member acts as contractor, director, producer, talent or cooperation partner of a third party, in particular director or producer engagements for third-party productions as well as cooperation and sponsorship agreements in the context of the Agency's own creator activity, the terms agreed in the respective individual agreement with the third party apply with priority. These Terms apply to such engagements only supplementarily, to the extent the individual agreement contains no deviating provision and application of these Terms does not conflict with the individual agreement.
(2) Regardless of which terms apply in the individual case under paragraph (1), the contracting party on the Agency's side is in every case LionMountain Pictures LLC. All compensation from such engagements is received and invoiced exclusively through a business account of the Agency. Contracting or receipt of payment by the managing member personally, or through any other structure, does not occur.
(3) In negotiating such engagements, the Agency pays particular attention to an appropriate fee structure, a grant of usage rights to third parties limited in its favor, adequate credit and attribution rights, and an appropriate limitation of liability. Where agreed, the transfer of intellectual property in such engagements runs from the Agency to the client and is thus in the reverse direction to Section 8.
(1) All contracts and legal relationships between the Agency and the Client are governed exclusively by the laws of the State of New York, USA, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). For consumers, Section 22(3) applies.
(2) All disputes arising out of or in connection with the contract, including questions regarding its formation, validity and termination as well as non-contractual claims, shall be finally resolved, to the exclusion of the ordinary courts, by arbitration under the International Arbitration Rules of the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association. The seat of arbitration is New York, New York, USA. The tribunal consists of a sole arbitrator. The language of the proceedings is English or, at the Agency's option, German. Oral hearings take place by video conference unless the tribunal determines otherwise. The International Expedited Procedures apply where their requirements are met. The award is final and binding and may be enforced by any competent court. The proceedings are confidential.
(3) Notwithstanding paragraph (2), the Agency may, at its option, assert payment claims before the state courts at the Client's registered office or place of residence, including summary payment proceedings, and apply for interim relief, in particular injunctive and protective relief, before any competent state court. If the Agency exercises this option, the court seized has jurisdiction over that dispute.
(4) To the extent permitted by law, disputes shall be conducted exclusively on an individual basis. Class, collective and representative actions as well as joinder with proceedings of third parties are excluded.
(5) Before initiating any proceedings, the Client shall set out its claims to the Agency in writing with reasons and give the Agency 30 days to remedy them.
(6) To the extent the Agency prevails, the Client shall reimburse it for all costs of enforcement, including reasonable attorneys' fees. Otherwise, each party bears its own attorneys' fees.
(7) To the extent any dispute is heard by a state court, each party waives, to the extent permitted by law, its right to a trial by jury.
(1) Amendments and additions to the contract, including this clause, must be made in writing, meaning a declaration signed by both parties; an electronic signature is sufficient. There are no oral side agreements. Where these Terms require written form for declarations of the Agency, text form, in particular email, is sufficient. Section 4(7) applies to reminders, deadlines, withdrawal and termination notices of the Client.
(2) The Agency may amend these Terms. It shall announce amendments in text form, stating the amended provisions. The amendments are deemed accepted if the Client does not object in text form within 3 months of receipt of the announcement; the Agency shall specifically point out this deadline and the consequence of its expiry in the announcement. If the Client objects, the Agency may terminate the contract with one month's notice. For consumers, Section 22(9) applies.
(3) The Client may transfer rights and obligations under the contract only with the Agency's prior written consent. The Agency may transfer the contract and claims under it to affiliated companies, legal successors, and factoring and collection service providers.
(4) If any provision of these Terms is wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The affected provision shall continue to apply to the maximum extent legally permissible; otherwise, it shall be replaced by a valid provision that comes closest to its economic purpose.
(5) These Terms are the authoritative version. The Agency's German-language AGB are a translation of these Terms and are available at lionmountainpictures.com/agb/. In case of any discrepancy or difference in interpretation, this English version prevails; towards consumers, the version in the language in which the contract was concluded applies. Legal terms shall be interpreted under the law applicable pursuant to Section 24.
(6) The contract, including these Terms, constitutes the entire agreement between the parties and supersedes all prior arrangements on the same subject matter, except as provided in Section 1(5).
(7) Notices shall be sent to the most recently communicated email or postal address of the respective other party.
(8) Any waiver by the Agency of the enforcement of a right in an individual case does not constitute a waiver for other cases or for the future.