GOKU Agency — Terms & Conditions

Effective Date: 01.01.2026

1. Definitions & Interpretation

“Company” means Goku Agency LLC, a California limited liability company, operating under the name “GOKU” or “Goku”.

“Client” means any individual or entity that engages Company for Services, whether through the Website (goku.la), email, phone, or any other communication channel.

“Services” means all creative, strategic, and production services provided by Company as defined in an applicable Statement of Work (“SOW”) or proposal.

“Deliverables” means the final edited outputs provided to Client.

“Project” means any engagement governed by a written agreement between Company and Client.

“Confidential Information” means any non-public information disclosed by Company, including concepts, ideas, strategies, scripts, and creative direction

2. Scope of Application

These Terms apply to:

Use of Company’s website
All inquiries and communications
All Services provided by Company
All Projects, whether initiated online or offline

These Terms are incorporated into every SOW.
If there is a conflict, the SOW controls.

3. Engagement Requirement

No Services will be performed without a signed written agreement and an initial deposit.

No inquiry or discussion creates a binding obligation.

4. Agreement to Terms

By engaging with Company, submitting an inquiry, or entering into a Project, Client agrees to these Terms.

5. Company Information

GOKU Agency (“GOKU”, “we”, “us”, or “our”) is a creative strategy and production agency based in Los Angeles, California.

Registered business name: GOKU Agency LLC
Company registration number: B20250254889
Primary contact email: contact@goku.la

6. Services

GOKU shall provide creative strategy and full production services (the “Services”) as described in the applicable proposal or Statement of Work (“SOW”). Services may include the following:

Creative Strategy:
Customer profiling
Audience and cultural analysis
Brand positioning and narrative direction
Concept ideation and story development
Content series creation and format definition
Creative direction and storytelling frameworks
Pre-Production:
Budgeting and cost planning
Scriptwriting and content outlining
Shot listing / storyboarding Production planning and scheduling (call sheets)
Location scouting and coordination, if applicable
Permits and location releases
Styling (wardrobe, props, set design)
Casting and talent coordination, if applicable
Talent releases and contracts
Production logistics and coordination
Production:
On-set production management
Direction and creative supervision
Talent / performance direction
Cinematography and filming
Photography, if applicable
Audio recording (dialogue, ambient)
Lighting and on-set production execution
Management of production crew and equipment
Data management (footage backup)
Post-Production:
Video editing
Color grading
Music selection / licensing
Sound design and sound mix
Score composition, if applicable
Motion graphics and visual effects, if applicable
Formatting and export of deliverables

Subtitles / captions, if applicable
Revisions and export management

GOKU manages the full creative and production process. Specific services included in any engagement shall be defined in the applicable Statement of Work (SOW) or proposal. Any services not expressly included are excluded and may be subject to additional fees.. Deliverables, timelines, and ownership terms are defined in each client’s individual agreement.

Scope, Deliverables, timeline, and fees are defined per Project exclusively in the SOW.

5. Project Initiation Fee

Following a discovery call, Company may require a $6,000 development fee.

This fee:

Covers development of initial storylines and concepts
Is credited toward the total Project fee if Client proceeds
Is strictly non-refundable
Does not grant any ownership or usage rights if Client does not proceed

All concepts remain Company property.

7. Payment Terms

Unless otherwise stated in writing:

50% due before pre-production
30% due before production
20% due upon delivery

For ongoing services, payment terms are defined per agreement.

Accepted payment methods:

Bank transfer via wire or ACH

Additional terms:

$25 additional fee per wire transfer
Client is responsible for all international transfer fees

All payments are final and non-refundable

8. Late Payments

Payments overdue by more than 15 days incur:

1.5% monthly interest on the outstanding balance

Company reserves the right to suspend Services or withhold Deliverables.

Client is responsible for all reasonable recovery costs, including legal fees.

9. Project Cancellation and Kill Fee

Client may terminate a Project in writing.

Upon termination:

Services stop immediately
Client must pay:

a) Full value of work completed
b) 50% of remaining Project value as kill fee
c) 100% of all non-cancelable costs

All rights to Deliverables remain with Company.

No materials may be used by Client. No usage is granted.

10. Intellectual Property

Company retains full ownership of:

Concepts
Storylines
Scripts
Raw footage
Project files
Final edits

Ownership of Deliverables transfers only after full payment is completed.

License to Client

Upon full payment, Client is granted a limited, non-exclusive, non-transferable license to use the Deliverables.

Unless otherwise stated in the SOW:

License term is 2 years from delivery
Geographic scope may be defined per Project

Restrictions

Client may not:

Modify or create derivative works without written approval
Resell, sublicense, or transfer rights
Access or use raw footage without a separate buyout

This structure is a license model, not a transfer of ownership, unless explicitly stated in writing.

11. Confidentiality

Pre-Contract

Client agrees not to use, disclose, or exploit any concepts, ideas, or materials shared by Company during discussions unless a formal agreement is executed and signed by both parties.

During Project

Both parties agree to keep Confidential Information strictly confidential and use it only for the Project.

This obligation survives termination.

12. Portfolio and Publicity Rights

Company may use and display Deliverables for promotional and portfolio purposes, including:

Company website
Social media accounts
Pitch decks and presentations
Industry showcases, awards, and publications

Such use must be:

Limited to showcasing Company’s work
Presented in a factual and non-misleading manner
Not intended to harm Client’s reputation

Client grants Company a non-exclusive, worldwide, royalty-free right to use Deliverables for these purposes.

Client may request in writing that specific materials remain confidential. Company will use commercially reasonable efforts to honor such requests, unless otherwise agreed in writing.

13. Independent Contractors and Talent

All personnel engaged by Company, including crew and talent, are independent contractors and not employees.

Company is solely responsible for:

Hiring and managing contractors
Securing all necessary releases and permissions
Coordinating production personnel

All footage, recordings, and materials created during a Project are owned by Company, subject to the license granted to Client.

Talent and contractors:

Do not acquire ownership rights in the Deliverables
May be granted a limited, non-exclusive license to use excerpts solely for personal portfolio or demo purposes

Such use is subject to:

Prior public release of the Project
Proper credit to Company and Client
Non-commercial use only
No modification or misleading representation

Company reserves the right to revoke such permissions if use is harmful to Company or Client.

14. Non-Solicitation

During the term of any Project and for 18 months following its completion, Client shall not, directly or indirectly:

Solicit, recruit, engage, or hire any contractor, talent, or personnel introduced by Company
Encourage such individuals to terminate or reduce their relationship with Company

This applies whether such engagement is as an employee, contractor, advisor, or otherwise.

If Client breaches this clause:

Client shall pay Company a referral fee equal to 25% of the individual’s projected first 12 months of compensation or billings
This fee is due immediately upon engagement

Client acknowledges this is a reasonable estimate of damages and not a penalty.

15. Client Responsibilities and Conduct

Client represents and warrants that:

All materials provided are owned or properly licensed
Such materials do not infringe any third-party rights

Client shall:

Provide timely feedback and approvals
Act in good faith throughout the Project

Client shall not:

Engage in abusive, unsafe, or disruptive behavior toward Company personnel
Interfere with production operations

Any harassment, unsafe conduct, or hostile environment created by Client or its representatives constitutes a material breach.

Company may immediately:

Suspend Services
Remove personnel from any location
Terminate the Project

Client remains responsible for all fees, costs, and damages arising from such breach.

16. Prohibited Content and Materials

Client shall not request or provide materials that are:

Illegal, infringing, or defamatory
Obscene or exploitative
Associated with hate speech or extremism

Client shall not provide:

Unlicensed music, footage, or third-party assets
Any materials for which it does not hold full rights

If Company reasonably believes such materials are involved, Company may:

Suspend or terminate Services immediately
Refuse to produce or distribute such content

Company reserves the right to report unlawful activity to appropriate authorities where required by law.

17. Morals Clause

Company may suspend or terminate a Project and remove its credit from any Deliverable if Client engages in conduct that would reasonably be expected to harm Company’s reputation.

Such conduct includes:

Fraud or criminal activity
Public statements or actions involving hate speech, discrimination, or unlawful behavior
Conduct that creates material reputational risk for Company

This determination shall be made in good faith and based on reasonable industry standards.

Upon termination under this clause:

All outstanding fees become immediately due
No further rights are granted to Client

18. Human-Created Work and Restrictions

All Services are created through human creative processes.

Client shall not:

Use Deliverables, concepts, or materials for AI training, dataset creation, or automated replication
Attempt to reverse engineer Company’s creative processes

Any unauthorized use constitutes a material breach and may result in injunctive relief and damages.

19. No Guarantee of Results

Client acknowledges that Company does not control:

Distribution platforms
Advertising spend
Market conditions

Company makes no guarantee regarding:

Sales
Engagement
Performance metrics

Company’s obligation is limited to delivering professional Services as defined in the SOW.

20. Disclaimer of Warranties

To the maximum extent permitted by law:

Services and Deliverables are provided “as is” and “as available”
Company disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose

21. Limitation of Liability

To the maximum extent permitted by law:

Company shall not be liable for any indirect, incidental, consequential, or special damages, including lost profits

Company’s total cumulative liability under any Project shall not exceed the total fees actually paid by Client under that Project.

This limitation applies regardless of the legal theory asserted.

22. Indemnification

Client shall defend, indemnify, and hold harmless Company and its owners, officers, contractors, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Materials or content provided by Client
Client’s breach of these Terms or any SOW
Client’s misuse of Deliverables
Any claim by third parties, including talent or crew, resulting from Client’s conduct

Client’s indemnification obligations survive termination of the Project.

23. Force Majeure

Company shall not be liable for any delay, failure, or interruption in performance caused by events beyond its reasonable control (“Force Majeure Event”), including but not limited to:

Acts of God, including death, fire, flood, earthquake, storm, or other natural disasters
Epidemics, pandemics, or public health emergencies
Government actions, laws, regulations, or restrictions
War, terrorism, civil unrest, or riots
Labor disputes, strikes, or industry shutdowns (including guild or union strikes)
Failure of utilities, internet, or infrastructure
Mechanical breakdown or failure of equipment or technical facilities
Inability to secure locations, permits, talent, or essential personnel due to external conditions

In the event of a Force Majeure Event:

Company’s obligations shall be suspended for the duration of the event
Company shall provide prompt written notice to Client
Company shall use commercially reasonable efforts to mitigate the impact

If the Force Majeure Event continues for more than 60 days, either party may terminate the Project upon written notice.

Client remains responsible for:

All Services performed prior to the event
All non-cancelable costs incurred, including crew, rentals, permits, and third-party commitments

Force Majeure does not excuse Client’s payment obligations.

24. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or any Project shall be resolved as follows:

Step 1 – Good Faith Negotiation
The parties shall attempt to resolve the dispute through good faith negotiations for a period of 30 days.

Step 2 – Mediation
If unresolved, the parties agree to participate in confidential mediation in Los Angeles, California, with a mutually agreed mediator.

Step 3 – Binding Arbitration
If mediation fails, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

Arbitration is governed by the Federal Arbitration Act
Venue shall be Los Angeles, California
The arbitrator’s decision shall be final and binding
Judgment may be entered in any court of competent jurisdiction

Each party waives:

The right to a jury trial
The right to participate in any class or representative action

Each party shall bear its own legal fees unless otherwise awarded by the arbitrator

25. Governing Law

These Terms and any Project shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

26. Privacy and Data Handling

Company collects and processes only data reasonably necessary to:

Communicate with Client
Execute and manage Projects
Comply with legal and administrative obligations

Data categories may include:

Contact information
Production-related information
Creative assets involving identifiable individuals

Company implements industry-standard safeguards to protect such data.

Sensitive production data (including identification documents, financial information, and personal details of talent or crew) is:

Restricted to authorized personnel
Retained only as necessary for administrative or legal purposes

Client may be required to enter into a separate Data Processing Agreement if applicable.

Full details are set forth in the Privacy Policy.

27. Assignment

Company may assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, without Client’s consent, in connection with:

Internal restructuring
Reorganization of the business
Sale of assets or business operations
Merger, acquisition, or similar transaction

Such assignment shall not materially reduce the level of Service owed to Client under any active Project.

Client may not assign or transfer its rights or obligations without prior written consent from Company.

Any unauthorized assignment by Client shall be void.

28. Termination

Termination for Breach

Company may terminate any Project immediately upon written notice if Client:

Fails to make required payments
Breaches any material provision of these Terms or the SOW
Engages in unlawful, abusive, or unsafe conduct

Effect of Termination

Upon termination:

Client shall immediately pay:

All amounts due for Services performed
Any applicable kill fees (see clause “9. Project Cancellation and Kill Fee”)
All non-cancelable costs incurred

Company shall:

Cease all Services
Retain all rights to Deliverables and materials

Client shall have no right to use any work unless expressly authorized in writing.

Termination does not limit any other remedies available to Company

29. Miscellaneous

Entire Agreement

These Terms, together with any SOW, constitute the entire agreement between the parties.

Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other rights.

Relationship of the Parties

Nothing in these Terms creates an automatic partnership, joint venture, or employment relationship between the parties.

Survival

Any provisions that by their nature should survive termination shall survive, including:

Payment obligations
Intellectual property
Confidentiality
Indemnification
Limitation of liability

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