Parties
This Client Services Agreement (the “Agreement”) is entered into between Aura AI Agents L.L.C-FZ, a Free Zone Limited Liability Company registered in the Meydan Free Zone, Dubai, U.A.E., Commercial Licence No. 2647800.01, having its registered office at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E., operating the brand NEXUS(“NEXUS,” “we,” “us”); and the Client identified in the signed counterpart (“Client,” “you”). NEXUS and Client are each a “Party” and together the “Parties.”
1. Services
NEXUS provides AI-driven content production services as set out in the Statement of Work attached as Schedule A, which may include strategy, voice and likeness cloning, AI content generation, human editing, distribution scheduling, and reporting (the “Services”).
2. Term
The Agreement begins on the Effective Date recorded in the signed counterpart and continues for the Initial Term specified in Schedule A. It renews automatically for successive periods equal to the Initial Term unless either Party gives at least 30 days’ written notice before the end of the then-current term.
3. Fees and payment
- Fees are set out in Schedule A.
- All fees are exclusive of applicable taxes, including UAE VAT, which will be added where applicable.
- Invoices are payable within 14 days of the invoice date unless agreed otherwise.
- Late payment may attract interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower, and may result in suspension of Services.
4. Client materials and licences
The Client grants NEXUS a non-exclusive, royalty-free licence to use Client-provided materials (logos, brand assets, photography, video, product information, scripts) solely to perform the Services. The Client warrants it has all rights necessary to grant this licence.
5. AI cloning of individuals
If the Services involve AI cloning of a real individual (a “Subject”), the Subject must sign the separate AI Likeness & Cloning Consent before any clone is created. The Subject may be the Client itself (if an individual) or a representative of the Client. Clones may be used only as described in the Consent.
6. Approval workflow
- NEXUS produces content according to the strategy approved by the Client.
- Every piece of content is submitted for the Client’s approval via the workspace.
- The Client is responsible for reviewing content for accuracy, compliance with applicable law, and brand fit before approving.
- NEXUS does not publish content without the Client’s documented approval (which may include workspace approval, written email, or other recorded mechanism).
7. Compliance
- The Client warrants that all content the Client requests, briefs, or approves complies with applicable law, including UAE Media Regulatory Office rules, advertising standards, professional-conduct rules (if the Client is a regulated professional), and platform community standards.
- NEXUS does not provide legal, medical, financial, or other professional advice. The Client is responsible for ensuring that statements made in content are accurate and lawful.
- For regulated professions (medical practitioners, lawyers, financial advisers, and so on), the Client confirms it holds the necessary licences and that content will not breach professional-conduct rules.
8. Intellectual property
- Deliverables:Upon full payment of the fees, NEXUS assigns to the Client all transferable rights in the final, approved content produced specifically for the Client (“Deliverables”), except for components owned by third parties (stock assets, music, fonts), which remain subject to their own licences.
- NEXUS IP: NEXUS retains all rights in its production pipeline, AI clone artefacts (subject to the Consent), templates, processes, and pre-existing materials. NEXUS may use anonymised process learnings to improve its services.
- Portfolio rights:Unless the Client objects in writing, NEXUS may reference the Client by name and display a sample of the Deliverables in NEXUS’s portfolio and marketing.
9. Confidentiality
Each Party will protect the other’s confidential information with at least the same care it uses for its own confidential information, and use it only for the Services. Confidential information includes strategy documents, brand plans, performance data, scripts, and pricing.
10. Data protection
Each Party will comply with applicable data protection law in performing the Agreement. To the extent NEXUS processes personal data on the Client’s behalf (for example, visitor data captured in workspace forms, or end-user data on Client-controlled platforms), the NEXUS Privacy Policy and any applicable data processing terms apply.
11. Warranties
- Each Party warrants it has authority to enter into this Agreement.
- NEXUS warrants it will perform the Services with reasonable skill and care.
- The Client expressly acknowledges that AI-generated content may contain errors, inconsistencies, or unexpected output, and that NEXUS does not warrant any specific business outcome (followers, leads, conversions, sales).
12. Limitation of liability
To the maximum extent permitted by law:
- Neither Party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill.
- Each Party’s aggregate liability arising out of or relating to this Agreement in any 12-month period will not exceed the fees paid by the Client in the 12 months preceding the event giving rise to the claim.
Limits do not apply to: (a) breach of confidentiality, (b) infringement of intellectual property, (c) breaches of the AI Likeness & Cloning Consent, (d) indemnification obligations, (e) the Client’s payment obligations, or (f) liability that cannot be excluded by law.
13. Indemnification
- The Clientwill indemnify NEXUS against claims arising from (a) Client-provided materials, (b) statements in content the Client approved, (c) the Client’s breach of professional, advertising, or content laws, (d) the Client’s breach of warranties, and (e) misuse of Deliverables.
- NEXUSwill indemnify the Client against claims that the NEXUS production pipeline (as opposed to Client materials or approved content) infringes a third party’s intellectual property, provided the Client promptly notifies NEXUS, gives sole control of the defence, and reasonably cooperates.
14. Termination
- Either Party may terminate for material breach uncured for 30 days after written notice.
- The Client may terminate for convenience on 30 days’ written notice, subject to payment for Services performed and committed costs.
- NEXUS may terminate immediately if the Client (a) fails to pay when due and the failure is not cured within 14 days of notice, (b) misuses an AI clone or Deliverables in breach of the Consent or this Agreement, or (c) directs content that NEXUS reasonably believes is unlawful or violates platform rules.
- On termination, each Party will return or destroy the other’s confidential information except as required by law. Treatment of AI clone training data is governed by the Consent.
15. Force majeure
Neither Party is liable for delays or failures caused by events beyond reasonable control.
16. Governing law and disputes
This Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. Disputes shall be submitted to the exclusive jurisdiction of the Dubai Courts, or by mutual agreement to arbitration under DIAC rules in Dubai in English.
17. Notices
Notices to NEXUS are sent to support@auraaia.com. Notices to the Client are sent to the email designated in Schedule A.
18. Entire agreement
The Agreement, its Schedules, the AI Likeness & Cloning Consent, the Privacy Policy, and any order form constitute the entire agreement. No oral statements or prior drafts form part of the agreement.
19. Assignment
Neither Party may assign without the other’s written consent, except that NEXUS may assign to a successor in connection with a merger or sale of assets.
20. Severability
If any provision is held invalid, the remaining provisions remain in effect.
Schedule A — Statement of Work
Every engagement attaches a Statement of Work that records the operational shape of the Services. Schedule A sets out the Client contact, the Initial Term, the system selected (Brand Content System, Personal Brand System, or another arrangement), the monthly volume of deliverables, the platforms covered, the strategy and content approval owners, the fees (denominated in AED or USD as agreed, exclusive of applicable taxes), and any special terms specific to the engagement.
Schedule B — AI Clone Details
Where the Services involve AI cloning, Schedule B records the Subject(s), confirmation that the Subject has signed the AI Likeness & Cloning Consent (a prerequisite to any cloning work), the permitted use cases, platforms, industries off-limits, languages, a summary of the training data, and the retention treatment of training data and clone artefacts on termination.
Signing
Signed counterparts of this Agreement are executed in PDF form as part of client onboarding. The signed PDF records the Effective Date and the names and titles of the signatories on each side. For any question about this Agreement, contact support@auraaia.com.