FOR USING OUR WEBSITE
This Website Privacy Policy applies to: www.wortham.in / www.worthamdigital.com The respect of your private life is of the utmost importance for WORTHAM WORLD LLP, who is responsible for this website.This Privacy Policy aims to lay out « the way your personal information is collected and processed. ‘Personal information’ means information that could identify you, such as your name, your mailing address, your email address, your location and your IP address. "Personal information’ is a synonym for "personal data” within the Regulation Information Technology Act, 2000 (IT Act, 2000): Section 43A and SPDI Rules (Sensitive Personal Data or Information Rules, 2011)
« your rights regarding your personal information;
« who is responsible for the processing of the collected information;
« to whom the information is transmitted;
« if applicable, the website's policy regarding cookies.
This Privacy Policy complements the Terms and Conditions that you may find at the following address:
hitps://www.wortham.in/policies
1. Information Collection and Use
The personal information we collect is collected through the collection methods described in the following section.
Contact us Page , Offers, Statistics, Contact, Emails collections, Managing the website
Personal Data: While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you ("Personal Data"). Personally identifiable information may include, but is not limited to:
Email address
First name and last name
Phone number
Address, State, Province, ZIP/Postal code, City
Cookies and Usage Data
2. Use of Data
Wortham uses the collected data for various purposes:
To provide and maintain the Service
To notify you about changes to our Service
To allow you to participate in interactive features of our Service when you choose to do so
To provide customer support
To gather analysis or valuable information so that we can improve our Service
To monitor the usage of the Service
To detect, prevent, and address technical issues
3. Transfer of Data
Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country, or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.
If you are located outside India and choose to provide information to us, please note that we transfer the data, including Personal Data, to India and process it there.
Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.
Wortham will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy, and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.
4. Disclosure of Data
Wortham may disclose your Personal Data in the good faith belief that such action is necessary to:
Comply with a legal obligation
Protect and defend the rights or property of Wortham World LLP.
Prevent or investigate possible wrongdoing in connection with the Service
Protect the personal safety of users of the Service or the public
Protect against legal liability
5. Service Providers
Our website is hosted through framer services in Amazon Web Services (AWS) facilities in the United States
You have the right to consult, update, modify or request the removal of information about you by following the procedure described hereinafter: If you have a personal account, you may request its removal by following the procedure described
hereinafter: The User must send a written email to our official mail ID hello@worthamworld.com to deactivate and remove the personal account.
6. Links to Other Sites
Our Service may contain links to other sites that are not operated by us. If you click on a third-party link, you will be directed to that third party's site. We strongly advise you to review the Privacy Policy of every site you visit.
We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.
7. Contact Us
If you have any questions about our Policies, please contact us:
By email: hello@worthamworld.com
By visiting this page on our website: Contact us
By phone number: +91-9717687030
By mail: B 20, House of Wor
Notification and Potential Agreement
The Agency/employee/team is not required to obtain prior permission from the Client to engage with a direct competitor. However, the Agency agrees to notify the Client in writing of such engagement. The Client retains the option to negotiate a loyalty fee or other mutually acceptable terms for the duration of the Client's contract. A direct competitor is defined as any entity that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services substantially similar to the Client’s products or services, 1 or any entity planning to do so.
NON-SOLICITATION
While this contract is active and for a year after, the Agency/Team won't try to take the Client's employees, customers, or recent workers. If someone applies for a job from a general ad, that's okay.
Until the Contract (between client and agency)ends, the Agency/ Employee /Team won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Agency puts out a general ad and someone who happened to work for the Client responds. In that case, the Agency may hire that candidate. The Agency promises that it won’t do anything in this paragraph on behalf of itself or a third party.
Contract End
Either party may end the Contract (between client and agency) for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps in the Article GENERAL.
The Agency must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Agency for the work done up until when the Contract ends and will reimburse the Agency for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Confidential Information); 6 (Limitation of Liability); 7 (Indemnity); and 8 (General).
PROJECT
The Client is hiring the Agency to do any creative services for his company/brand. Check here the Whole list of services we offer.
SCHEDULE
The Agency will begin work after the advance payment and must finish the work in a timeline which is disclosed and discussed with the client and both the parties were agreed on.
TIMELINE
Project timeline will be only shared after the Agency and clients agreed on the work scope, timeline will be shared and mutually agreed by both parties.
EXPENSES
Any kind of Travel and accommodation during/for the shoot will be reimbursed/managed by the client. *In certain circumstances we request that 100% of the fee be paid in advance of the commencement of work. Please do not make offense should we make this request. Pursuing payment of relatively modest sums across borders, should we have to, is impractical.
SUPPORT
The Agency will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
1. In all cases, we will invoice the full project fee at the time that the job is contracted, with 50% of the fee due in advance of commencement of work and the balance due on the completion of the task. The Client agrees to pay the remaining amount owed within 15 days of completion of the project. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
2. For the purposes of payment ''Completion of the task/ final delivery '' will be viewed as not more than 14 days from the handover by WORTHAM / AGENCY of the first draft.
REFUNDS
In line with providing our customers with the best quality and client experience, we have established a considerate cancellation & refund policy.
Full refund will be made if you secede to cancel our services within 3 days of making the payment.
If you choose to terminate our services after the initial 3 days then you will be charged an amount equivalent to the working hours put into the project. The balance will be credited to the account from which you made payment within 10 days of cancellation.
Amount of refund will be credited in the account from which the payment was made within 10 days of service cancellation.
We plan each project by dividing work into milestones.
All projects begin with a complete discovery/analysis and creation of a scope of work document. This is done to make sure that both parties have complete understanding of the work required and thus eliminate the potential for project cancellations, reversals, or disputes.
As there is time spent to achieve every milestone and complete every module, a refund is not possible for work already completed.
In the event of a project terminated on a mutual basis, the client has control of all completed work and any payment for further development will become void. No previous payment or deposit would be refunded.
No payment will be refunded once the client approves mock-up designs and we move into the development phase of the project.
There are no partial refunds for projects midway through a milestone phase.
No cancellations are entertained for services that our marketing team has offered on special occasions. These are limited time offers and cannot be cancelled.
Digital marketing packages are not refundable, but the client may cancel with a notice written 30 days in advance.
We do not offer refunds on deposits or payments for projects that are abandoned or lay dormant for more than 30 days.
CANCELLATIONS
Cancellation of any service renewal should be done 10 days prior to the start of the next billing cycle.
If cancellations are made after the start of the billing cycle then an amount equivalent to the working hours put into the project during that month will be billable, which the clients will be entitled to pay.
If you signed up for our services, but did not make use of them then you are still entitled to pay us.
INDEMNITY
This section transfers certain risks between the parties if a third party sues or goes after the Client or the Agency or both. For example, if the Client gets sued for something that the Agency/team/Employee did, then the Agency may promise to come to the Client’s defense or to reimburse the Client for any losses.
ASSIGNMENTS
This policy applies only to the Client and the Agency / Wortham. The Agency cannot assign its rights or delegate its obligations under this policy to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this policy without the Agency’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from WORTHAM.
NOTICES
(a) Over the course of the duration of any project, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
SIGNATURES
The Client and the Agency must sign this policy document using Wortham's e-signing system. These electronic signatures count as originals for all purposes.
GOVERNING LAW
The laws of India govern the rights and obligations of the Client and the Agency under these Policy, without regard to conflict of law principles of that country.
PRIVACY & CONFIDENTIALITY
This Policy imposes special restrictions on how the Client and WORTHAM DIGITAL must handle confidential information. These obligations are explained in this section.
THE CLIENT'S CONFIDENTIAL INFORMATION
While working for the Client, WORTHAM may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private.
WORTHAM promises to treat this information as if it is the Agency’s own confidential information. WORTHAM may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Agency use a customer list to send out a newsletter, the Agency cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Agency written permission to use the information for another purpose, the Agency may use the information for that purpose, as well.
When the Contract between client and the WORTHAM ends, We give back or destroy all confidential information, and confirm that it has done so. We promise that it will not share confidential information with a third party, unless the Client gives us written permission first.
WORTHAM must continue to follow these obligations, even after the Contract ends. Our responsibilities only stop if we can show any of the following: (i) that the information was already public when we came across it; (ii) the information became public after we came across it, but not because of anything we did or didn’t do; (iii) We already knew the information when We came across it and We didn’t have any obligation to keep it secret; (iv) a third party provided WORTHAM with the information without requiring that we keep it a secret; or (v) We created the information on its own, without using anything belonging to the Client.
THIRD PARTY CONFIDENTIAL INFORMATION
It’s possible the Client and the Agency each have access to confidential information that belongs to third parties. The Client and WORTHAM each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Agency is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
DESIGN
2.1. CLIENTS OWNS ALL THE WORK PRODUCT
As part of this job, the Agency (Employees at Wortham Digital) is creating a “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that our team works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. Agency hereby gives the Client this work product once the Client pays for it in full. This means the Agency is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
RAW DATA SHARING
We do not provide raw data to clients as part of our standard deliverables. Should a client require access to raw data, it will be treated as an additional service and charged separately. Additionally, clients requesting raw data are responsible for providing the necessary storage devices for data transfer.
This policy ensures transparency and maintains the integrity of our processes while addressing client needs. In case of client required raw data, he should notify the sales team beforehand.
2.2 WORTHAM's USE OF WORK PRODUCT
Once WORTHAM or Our team gives the work product to the Client, the Agency (WORTHAM) does not have any rights to it, except those that the Client explicitly gives the Designer/ Team/ Wortham Digital here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 WORTHAM’s HELP SECURING OWNERSHIP
In the future, the Client may need the Agency's help to show that the Client owns the work product or to complete the transfer. The Agency agrees to help with that. For example, the Agency may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Agency, the Agency agrees that the Client can act on the Agency’s behalf to accomplish the same thing.
The following language gives the Client that right: if the Client can’t find the Agency after spending reasonable effort trying to do so, the Agency hereby irrevocably designates and appoints the Client as the Agency's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Agency and on the Agency’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph
2.4 WORTHAM’s IP THAT IS NOT WORK PRODUCT.
During the course of this project, the Agency might use intellectual property that the Agency owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Designer is not giving the Client this background IP. But, as part of the Contract, the Designer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Designer cannot take back this grant, and this grant does not end when the Contract is over.
2.5 WORTHAM’s RIGHT TO USE CLIENT's IP.
The Agency may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Agency to build a website, the Agency may have to use the Client’s logo. The Client agrees to let the Agency use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Agency’s job. Beyond that, the Client is not giving the Agency any intellectual property rights, unless specifically stated otherwise in this Contract. Agency may use client’s IP for Agency's own portfolio showcase and promotional purpose.
2.5 WORTHAM’s RIGHT TO USE CLIENT's IP.
The Agency may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Agency to build a website, the Agency may have to use the Client’s logo. The Client agrees to let the Agency use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Agency’s job. Beyond that, the Client is not giving the Agency any intellectual property rights, unless specifically stated otherwise in this Contract. Agency may use client’s IP for Agency's own portfolio showcase and promotional purpose.
MUSIC, FILMS & OTHER VIDEOS
ACQUIRING LICENSES TO USE THIRD PARTY CONTENTS
Using third-party content, such as music, images, or video clips, is common in the digital age. Acquiring a license is essential if you want to use a large section or the entirety of someone else's work. However, it is crucial to pay attention to the terms of your agreement, which should entitle you to use the content in all the ways you need to and for the required duration.
MUSIC
Music is an essential element of videos and presentations, but not many companies or marketing teams have an in-house composer to create original music. In such cases, you can commission an original composition or obtain a license for a composition owned by a publisher and/or record label. Licensing usually involves obtaining a synchronization license from the song’s publisher and a master license from the record label that owns the rights to the recording. If you do not have a specific piece of music in mind for a project, it is recommended to look at dedicated music licensing services like Epidemic Sound or Artlist.io and Envato which provide easy access to extensive libraries of music available for license.
Here at Wortham we have partnered with various Artists and Composers and filmmakers to produce new music and Videos for everything we or our client required.
IMPORTANT :
In India, the copyright laws are governed by the Copyright Act, 1957. As per the act, music and songs are considered to be intellectual property and are protected by copyright. Therefore, using copyrighted music without permission from the copyright owner could lead to legal issues. As a creative agency, it is our responsibility to ensure that your client's video does not infringe on any copyright laws. We always educate our clients on the legal implications of using copyrighted music without permission and suggest alternatives like royalty-free music or creating original music for the video. Additionally, we can provide guidance on how to obtain the necessary permissions and licenses to use copyrighted music legally.
COPYRIGHTED MUSIC ON INSTAGRAM REELS. visit this section of instagram copyright policies.
IMAGES & FOOTAGES
For Most of our Clients we produce high quality images and Videos of their premises, their products and others with our inhouse team of professional photographers and filmmakers, even Cinematographers, and aerial/ drone artists etc.. Copyrights will go to the clients as stated in Article 2.1 OWNERSHIP & LICENSING.
In other cases most marketers and companies tend to sign up to use libraries of stock images for a recurring fee. The industry-leading library, iStock by Getty Images, offers a vast array of royalty-free images and video clips, with yearly subscriptions.
The drawback to using free libraries is that clients may find themselves using the same images as other players in your sector. To ameliorate this effect, you should consider using a stock image library for lower-visibility uses like blog posts, and buying exclusive licences from alternative sources for more prominent uses such as homepage imagery.
Whether purchasing rights from a library like iStock or from the original content creator, you should always take care to ensure the rights you’re getting cover the usages required. For example, do you need online rights only, or will you need print publication rights too? It’s easy to assume that because you’ve used a licensed image in printed artwork, it’s fine to use it online too – but that will not necessarily be the case.
POETRY
Meanwhile, is one of the trickiest types of third-party content to use from a fair use perspective. We have certainly worked with publishers who strongly discourage authors from making any use of poetry or song lyrics in their books because inserting just a few lines can constitute a major use. If you intend to use a section of a poem in your content, bear this in mind, and only use the portion you really need. A better option might be to commission some new verse from a contemporary poet
PRE - CONTRACTUAL ENGAGEMENTS
Confidentiality of Ideas: All ideas, concepts, strategies, and creative materials presented by Wortham Digital during pre-contractual pitches, proposals, or discussions are considered confidential and proprietary information.
No Unauthorized Use: Clients are strictly prohibited from using, reproducing, or disclosing any ideas, concepts, or materials presented by Wortham Digital without a fully executed contract and explicit written permission.
Right to Pitch to Others: Wortham Digital retains the exclusive right to present and pitch any ideas, concepts, or materials developed during pre-contractual engagements to other potential clients.
Legal Action: Any unauthorized use, reproduction, or disclosure of Wortham Digital's ideas, concepts, or materials by a client will be considered a breach of confidentiality and intellectual property rights. Wortham Digital reserves the right to pursue all available legal remedies, including but not limited to injunctive relief and monetary damages.
CLEINT ACKNOWLEDGEMENTS
Clients acknowledge and agree to the terms of this policy by engaging in pre-contractual discussions, pitches, or proposals with Wortham.
CREATIVE COMMONS LICENCE
An alternative (zero-budget!) approach to securing third-party images is to search for images offered on a Creative Commons licence. This means the creator has made the image free for use by others (though this may come along with certain requirements, e.g. including an attribution to the creator, or reproducing the work in an unaltered form.) You can search for Creative Commons images at flickr.com/creativecommons. There are also dedicated libraries that specialise in creative commons licensed images that can be free to use or which just require you attribute the original creator of the image. Take a look at services like Unsplash who specialise in images which are free to use.
MANAGING YOUR LICENSE
WORTHAM has an asset management system for managing its content licenses. This will help prevent misuses by our team, and the resultant legal challenges or additional charges which may ensue. Every time we use an asset from a subscription model or produce by ourselves the exact terms of use for each asset can be carefully logged.
FAIR USE
Referencing other people’s work and ideas
Referencing other people’s work in your own content can be perfectly acceptable, even if you haven’t obtained permission to use it, provided the usage meets the criteria for what is legally known as “fair use”.
The source of the material used should be included; as should the author’s name, if possible.
Companies that breach fair use requirements by copying large sections of content without justification (or by copying other people’s work in its entirety) will not only face the risk of a legal challenge, but also that of search ranking penalties from Google and other search engines. The search “spiders” used to analyse content can detect where content has been duplicated, which enables search engines to hit plagiarists with search ranking penalties.
What constitutes fair use can vary greatly depending on the type of content used.
For example, in YouTube videos you can use up to 15 secs of anything – but if you use any more than that, the YouTube algorithm will class that as a breach of their own fair use terms and conditions. However, don’t make the mistake many have because within YouTube it's ok to use 15 seconds of video content that gives you permission to use 15 seconds of video you find there anywhere. That’s not the case and you could potentially get yourself into legal hot water for assuming that.
1. Purpose & Scope
This policy governs how AI-generated content (text, image, audio, video, mixed media) is created, licensed, and used, and defines IP rights allocations, risk controls, and obligations of parties (Agency, Client, Third Parties). It applies to all projects, campaigns, retainer work, pilots, proofs of concept, and internal R&D which produce AI-mediated outputs.
Definitions
Term | Definition |
|---|---|
“AI Content / AI Output” | Any content (text, visuals, audio, video, composites) generated, assisted, or modified via AI, generative models, neural networks, or related systems. |
“Human Creative Input” | Prompts, selections, editorial direction, curation, filtering, post-editing, retouching, human tweaks or changes that materially shape the AI output. |
“Background IP / Agency Tools” | Underlying prompt libraries, pipelines, model wrappers, weighting heuristics, code, plugin stacks, custom modules that the Agency uses but typically doesn’t fully assign to Client. |
“Third-Party Content / Licensed Assets” | Stock images, fonts, music, 3D models, datasets, references, or licensed inputs (open source, paid) used in the AI pipeline or as reference elements. |
“Client Licensed Use” | The rights granted to the Client under the contract (media, geography, exclusivity, duration, etc.). |
“Derivative Use” | Any modifications, transformations, translations, or further edits on AI Content. |
2.Legal & Platform Risk Landscape (Context)
3. Legal & Platform Risk Landscape (Context)
Some AI platforms (e.g. Runway ML) state that content generated by users is free for commercial use. Runway+1
However, some platforms impose constraints (e.g. prohibiting using outputs to train competing models) or restrictions in free/trial tiers.
In India, there is ongoing debate and developing regulation about mandatory labeling of AI-generated content and licensing of AI uses.
Because Indian copyright law has uncertainty around works generated without human authorship, we must assume risk and structure rights conservatively.
Given this, we adopt the principle that clarity, auditability, and disclaimers are essential to reduce dispute risk.
3.Rights & Licensing Policy
3.1 Ownership / Assignment
Wortham retains ownership of Background IP / Tools / Prompt Libraries / Models unless specifically assigned.
Human Creative Input (prompt design, curation, filtering) is considered in the “delivered work” and may be assigned or licensed to the client under the contract.
Raw AI Outputs are licensed (not fully assigned by default), except in special negotiated cases of full buyout.
3.2 License Terms
We grant to the client a Client-licensed Use in the contract, which explicitly defines:
Media / Format Scope: e.g. digital, social, print, broadcast, AR/VR, immersive media
Geographic Scope: e.g. India, APAC, global
Term / Duration: e.g. 5 years, perpetual, or renewable
Exclusivity: non-exclusive, exclusive, or licensed exclusivity
Derivative Rights: whether the client can adapt / remix / create derivatives
Sublicensing / Transfer Rights: whether the client may permit partners/agencies to use
Attribution / Credit: whether credit must be given (if applicable) or waived
Reversion / Termination Effects: what happens to the license if contract ends
Upgrades (optional add-ons):
Exclusive Upgrade / Buyout Option at premium to convert license to exclusivity or full assignment
Media / Format Uplift (e.g. for broadcast, theatrical, large scale OOH)
Geographic / Territory Add-on if client wants to expand later
Derivative / Adaptation Package for extensive transformations
3.3 Third-Party Content & Warranty
Wortham warrants that all Third-Party Licensed Content used is lawfully licensed (for the intended uses) and indemnifies clients for any breach.
If a third-party claim arises, Wortham will remediate (replace, re-generate, or re-license) at its cost (subject to contract caps).
3.4 Indemnification & Liability
Wortham indemnifies the client against claims arising from breach of our warranties, IP infringement from our process, or use of unlicensed inputs.
Client indemnifies Wortham for claims arising from client-supplied assets, directions, or improper use outside license grant.
Liability is capped (typically to contractual fees for the relevant deliverable or project).
Carve-outs apply: willful misconduct or gross negligence may exceed caps.
3.5 Audit & Traceability
Wortham maintains logs: prompts, model version numbers, seeds, pipeline configurations, edit logs.
Clients may audit (with notice) to the extent necessary to verify compliance, subject to confidentiality boundaries.
In case of a valid claim, Wortham will furnish relevant logs, redacted as needed, to demonstrate lineage.
3.6 Takedown / Cure / Replacement
If a valid third-party claim or court order demands removal, Wortham commits to cure or remediate within a specified period (e.g. 10 business days).
Options: re-generate non-infringing work, remove usage, or refund license in part.
Costs for legal defense, takedown, and settlement fall on Wortham (within liability limits).
3.7 Disclosure / Labeling
Where legally necessary or required by platforms / regulators, AI-generated content must be labeled or disclosed (e.g., “AI-generated,” “AI-assisted”).
Wortham may provide a “lineage note” summarizing model used, prompt category, and human adjustments (without exposing proprietary methods).
Clients shall abide by any labeling or disclosure requirements when publishing content.
3.8 Attribution & Moral Rights
To the extent applicable, clients will waive moral rights or permit modification and adaptation.
Wortham reserves limited right to protect the integrity of work in contexts where reputation may be impacted, but subject to client’s brand integrity.
3.9 Portfolio / Showreel Use
Wortham reserves the right to use AI Outputs (or derivatives) in internal portfolios, showreels, and marketing, unless the client expressly opts out, subject to non-competitive constraints and confidentiality.
3.10 Termination & Reversion
Upon termination, the license may (if perpetual) survive; if not, rights may revert or cease for unused media/territories.
Derivative works created during term may survive depending on contract terms.
Reversions must respect any third-party licensing constraints.
4.Operational / Internal Guidelines
These internal policies help enforce contract terms, mitigate risk, and maintain professionalism.
5.1 Logging & Version Control
For every AI Content asset, maintain a structured log: prompt text, prompt version, model version, seed (if used), pipeline steps, tool/plugins applied, post-edit changes.
Use version-control systems or metadata tracking to track iterations and rollback.
5.2 Human-in-the-Loop Quality Assurance
All AI Outputs must be vetted by human editors before client delivery.
Checks include: brand safety, factual accuracy, no defamation or hate content, no unauthorized likenesses, compliance with client guidelines.
Similarity / plagiarism screenings should be run to flag overlap with known copyrighted works.
5.3 Tool / Platform Monitoring
Maintain a registry of AI tools and versions in use (Google VEO 3, Higgs Field, Kling AI, Runway ML).
Monitor their terms of service for changes, especially with respect to commercial rights, reuse, and derivative constraints.
For example, Runway states users retain commercial rights for generated content. Runway
5.4 Input Vetting
Only use licensed reference / third-party assets compatible with intended deliverables (check terms).
Avoid uploading client materials that are not cleared, or that would violate rights if used in model pipelines.
Where client data or proprietary assets are used, document and secure them under confidentiality / data protection standards.
5.5 Incident & Claims Protocol
If a client or third party raises a claim, immediately halt use of the asset, notify legal team, and begin remediation.
Escalation path, internal responsible roles, timeline for response, and client communication plan must be defined.
Maintain reserves (financial & creative) for remediation / fallback.
5.6 Confidentiality & Access Controls
Restrict access to prompt libraries, internal tools, and project files via role-based permissions.
Use NDAs for client projects, and compartmentalize access across teams.
Archive logs, records, and version histories securely and retain for contractually agreed durations (e.g. 3–5 years).
5.7 Client Education & Disclosure
At project kickoff, provide client with a summary of the AI tools being used, potential legal uncertainties, and any label/disclosure obligations.
Include disclaimers about ambiguity in copyright protection for fully autonomous AI content.
Seek client’s buy-in / sign-off on any risky deliverables (e.g., deepfakes, likeness of individuals).
5.8 Policy Updates & Training
Periodically train staff on changes in tool terms, AI ethics, legal case developments, and internal policies.
Review and update this policy when any of the AI tools change terms, or when jurisdictional regulation evolves (e.g. if India mandates labeling of AI content).
5. Example Clause Snippets (for Contracts)
Here are sample language templates you can embed in your SOW / MSA / license agreements:
License Grant
“Agency grants Client a non-exclusive, non-sublicensable license to use the AI Content in [Media / Formats] in [Territories] for [Term]. Client may create derivatives only with consent. Exclusive upgrade can be purchased at additional fee.”
Assignment of Human Input
“Agency assigns to Client all rights in Human Creative Input (prompts, selection, curation), while retaining Background IP rights.”
Warranties & Indemnity
“Agency warrants that content is original and third-party inputs used are lawfully licensed. Agency indemnifies against claims for IP infringement arising from its process, subject to a cap equal to the fees for that deliverable.”
Audit & Logs
“Agency shall maintain logs (prompts, model versions, seed, pipeline histories). Client may audit with 10 days’ notice to confirm compliance, subject to confidentiality.”
Takedown / Cure
“If valid claim arises, Agency shall remediate or replace the asset within 10 business days at no additional cost to Client.”
Disclosure / Labeling
“Client shall label or disclose AI-generated content in communications/publications as required by law or platforms. Agency may provide a brief lineage note of model used / human adjustments (not revealing proprietary methods).”
Termination / Reversion
“Upon termination, the license continues for granted media/formats; rights for unused territories revert. Derivative works created during license term survive.”
6. Regulatory Change & Policy Updates Clause
Regulatory Change & Policy Adaptation
If any applicable governmental or regulatory body (central, state, or local) enacts, amends or interprets laws, rules, regulations, or policies that affect AI-generated content, copyright, licensing, intellectual property, or related domains (collectively, “New AI Laws”), then this AI Content Policy (and any agreements referencing it) shall be automatically updated to conform with such New AI Laws as of their effective date.
Wortham Creative Inc. (“Wortham World LLP”) will provide clients with written notice of such policy updates within a reasonable time following enactment or official publication. Where existing deliverables or licenses require adjustment (to maintain compliance), Wortham and the client shall negotiate in good faith to amend rights, obligations, or fees in a manner consistent with the new legal requirements.
For any conflict between existing clauses and newly mandated legal requirements, the newly mandated requirements shall prevail to the extent legally binding. Wortham shall not be held in breach for non-performance to the extent it acts to comply in good faith with such New AI Laws.”