Engagement Agreement

1. The Parties

This engagement agreement (the "Agreement") is entered into between:

Vallon Studios Limited, an Alberta corporation doing business as Drivon, with its registered office in Edmonton, Alberta, Canada ("Drivon," "we," "us," or "our"); and

The individual or organization identified in the engagement signature page (the "Client," "you," or "your"). Where the Client is an individual public figure, the Client may also be referred to as the "Protected Individual." Where the Client is an organization engaging Drivon on behalf of multiple individuals (such as a talent agency, federation, or team), the Protected Individuals are listed in Schedule A of the executed agreement.

2. Scope of Services

2.1 Core services included in all engagements

Drivon will provide the following services during the engagement term:

• Continuous detection across the active-scan venues defined in Schedule B for synthetic content (AI-generated images, video, voice clones, chatbot personas, LoRA models), impersonation accounts, and online harassment targeting the Protected Individual.
• Evidence preservation for each verified detection, including documentation, hashing, screenshot capture, Internet Archive submissions where appropriate, and metadata preservation to a defensible evidentiary standard.
• Takedown coordination with platforms hosting offending content, including filing notices under the TAKE IT DOWN Act (where applicable in the United States), DMCA, right of publicity statutes, and platform-specific impersonation and synthetic-media policies.
• Status reporting on a cadence appropriate to the engagement, from periodic summaries to more frequent updates for higher-tier or organization engagements, as specified in the engagement letter.
• Coordination with partner counsel when client cases require legal action, including handing off documented evidence packages to law firms designated by the Client or recommended by Drivon.

2.2 Tier-specific services

Specific scope varies by engagement tier:

• Ongoing engagements — full core services on a monthly or annual basis, scoped to one Protected Individual, including an initial audit and continuing protection.
• One-time audits — a focused detection and documentation pass scoped to a defined period. Does not include ongoing monitoring after the period unless the Client engages a continuing plan.
• Investigator-reviewed audits (White-Glove) — a face-confirmed sweep across the monitored venues, with each confirmed finding reviewed by an investigator, delivered as a documented evidence report.
• Agency Channel — per-client retainer arrangement administered through an agency or representative on behalf of multiple Protected Individuals. Each Protected Individual is named in Schedule A.
• Federation / Enterprise — custom-scoped engagement covering an organization's roster of Protected Individuals, with terms negotiated separately.
• Add-ons — optional add-ons (such as voice-clone monitoring or counter-content) extend the scope as described in the engagement letter.

2.3 Out of scope

Unless explicitly added to the engagement letter, the following are not included in any tier:

• Legal advice or legal representation. Drivon is not a law firm. Legal action requires separate engagement of qualified counsel.
• Physical security, executive protection, or in-person investigation.
• Surveillance, OSINT, or investigative work targeting third parties unrelated to detected synthetic content or impersonation cases.
• Monitoring of platforms or venues outside the agreed scan list (though Drivon may, in its discretion, alert the Client to issues discovered incidentally).
• Counter-content production (creation of authentic content to displace synthetic content in search results). Available as an add-on.
• Recovery of stolen financial assets, account access restoration, or other identity theft remediation outside synthetic-content scope.

3. Term and Renewal

3.1 Initial term

The engagement begins on the Start Date specified in the engagement letter and continues for the Initial Term specified there (for example, a monthly or annual term for ongoing plans, or a defined duration for one-time audits), as specified in the engagement letter.

3.2 Renewal

This Agreement does not renew automatically. At least sixty (60) days before the end of the Initial Term, Drivon will contact the Client to discuss whether to renew. Renewal requires mutual written agreement and execution of a renewal letter. Either party may decline to renew without cause and without obligation to provide a reason.

3.3 If renewal is not executed

If renewal is not executed before the end of the Initial Term, the engagement ends naturally on the original end date. Drivon will provide a 30-day transition period for orderly handover of evidence packages and active matters.

4. Fees and Payment

4.1 Fees

The Client will pay Drivon the fees specified in the engagement letter. Fees are quoted in United States Dollars (USD).

4.2 Payment processing

Payments are processed by Stripe, Inc. The Client authorizes Drivon to charge the payment method on file according to the schedule in the engagement letter. Drivon does not store or process card data directly; Stripe handles all payment data per its own terms.

4.3 Late payment

If a payment is not received within five (5) business days of its due date, Drivon may suspend services until payment is received. Suspension does not extend the Initial Term. If payment is more than thirty (30) days overdue, Drivon may terminate the engagement under Section 12.

4.4 Refunds

Monthly retainer fees are non-refundable for the month in which services have been delivered. If the engagement is terminated mid-month, prorated refund of unused days within that month may be available at Drivon's discretion. Fixed-fee engagements (one-time audits) are non-refundable once work has begun. Annual prepaid engagements terminated mid-term may be eligible for a prorated refund of unused months minus a reasonable administrative fee.

4.5 Taxes

Fees do not include applicable taxes. Where Drivon is required to collect tax (such as GST in Canada for Canadian clients), tax will be added to the invoice. The Client is responsible for any taxes imposed by the Client's jurisdiction.

5. Client Obligations and Warranties

The Client represents, warrants, and agrees that:

1. Identity. The Client is the Protected Individual or is an authorized representative (agent, manager, legal counsel, parent of an adult dependent, or organizational officer) acting with the Protected Individual's knowledge and consent.
2. Age and capacity. The Protected Individual is at least 18 years of age or the equivalent age of majority in their jurisdiction. The Client has legal capacity to enter into this Agreement.
3. Accurate information. All information provided to Drivon during application, intake, and engagement is true, complete, and not misleading. The Client will promptly notify Drivon of any material change.
4. Authorization to act. The Client authorizes Drivon to file takedown notices, coordinate with platforms, and take other actions on the Client's behalf to deliver the Services. The Client will provide any verification or signed authorizations reasonably required.
5. Not for surveillance of others. The Client will not use Drivon's Services to surveil, track, harass, or harm any third party. Drivon serves Protected Individuals against synthetic content and impersonation; it does not perform investigations against unwilling subjects.
6. No abuse of takedowns. The Client will not request takedown coordination for content that is lawful expression (legitimate journalism, fair comment, satire that does not cross legal lines, accurately attributed criticism). Drivon may decline to file notices it determines lack good-faith basis.
7. Cooperation. The Client will provide reasonable cooperation, including verified reference images, voice samples (if Voice Protection is engaged), agent or manager contact information, and prompt responses to status updates requiring decisions.
8. Communication channel. The Client will treat support@vallonstudios.com as the canonical communication channel and will not request services or report issues through unverified channels.

6. Drivon's Obligations and Service Standards

6.1 Care and discipline

Drivon will perform the Services with the care, skill, and discipline of professional investigative work. The founder's prior experience as a licensed private investigator in Alberta (2023–2025) informs Drivon's methodology, though Drivon as a corporate entity is not itself a licensed investigation firm.

6.2 Detection cadence

Drivon will scan the active-scan venues identified in Schedule B at a cadence appropriate to the tier:

• Standard and Founding retainers: continuous scanning with weekly review and status updates.
• One-time audits: intensive scanning during the defined engagement period.
• Federation/Enterprise: cadence specified per the master agreement.

6.3 Evidence preservation standards

For each verified detection, Drivon will preserve evidence to a standard intended to support legal action, including:

• Screenshot capture with visible URL, timestamp, and metadata.
• Internet Archive submission where the platform permits.
• Cryptographic hash of preserved content.
• Chain-of-custody documentation noting when, where, and how the evidence was collected.

6.4 Reporting

Drivon will provide status updates per the cadence in Section 6.2. Each report will summarize what was scanned, what was detected, what action was taken, and any decisions required from the Client.

6.5 Limits of service

Drivon does not guarantee that:

• All synthetic content targeting the Protected Individual will be detected.
• Any specific takedown notice will result in removal of content; platforms make their own decisions.
• Detection will occur within any specific timeframe relative to when content is created or published.
• Removal of content from one platform will prevent its appearance elsewhere.
• Any legal action will achieve any specific outcome.

Drivon will use reasonable professional judgment and effort. The Services are inherently probabilistic; complete protection against synthetic content is not possible with current technology.

7. Authorization to Act

7.1 Limited authorization

The Client grants Drivon the following limited authorizations during the engagement term:

1. To file takedown notices, impersonation reports, and similar requests with platforms (including but not limited to Meta, X, TikTok, YouTube, Reddit, Character.AI, Civitai, Telegram, and any platform where detected content is found) in the Client's name and identifying the Protected Individual.
2. To submit reports under the TAKE IT DOWN Act enforcement framework administered by the FTC.
3. To submit DMCA notices for content infringing the Client's likeness or copyrighted material identifying the Protected Individual.
4. To submit right-of-publicity claims in jurisdictions where the Protected Individual holds enforceable rights.
5. To communicate with law enforcement when content depicts non-consensual intimate imagery, threats, or other criminal conduct, with the Client's prior approval for non-emergency matters.
6. To share evidence packages with legal counsel designated by the Client.
7. To process biometric reference data (face embeddings, voice samples if Voice Protection is engaged) through detection systems and analysis vendors, subject to the Privacy Policy and the consents specified in Schedule C.

7.2 Limits of authorization

This authorization does not extend to:

• Filing lawsuits, settlements, or court documents on the Client's behalf. Legal action requires separate engagement of counsel.
• Negotiating financial settlements with infringers.
• Disclosing the Client's identity or engagement with Drivon beyond what is necessary to deliver the Services.
• Any action contrary to the Client's instructions, when those instructions are clear and timely.

8. Confidentiality

8.1 Mutual confidentiality

Each party agrees to maintain the confidentiality of information designated as confidential or that a reasonable person would understand to be confidential. This includes:

• The fact of the engagement, unless the Client has consented to public reference.
• The Client's identity, contact details, and case-specific information.
• Detected content, evidence packages, and investigative work product.
• Drivon's detection methodologies, internal tools, scanning approaches, and operational details.
• Pricing terms specific to this engagement.
• Any other information exchanged in connection with the engagement.

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Was publicly available before the engagement or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party from a non-confidential source.
• Is required to be disclosed by law, court order, or valid regulatory request, in which case the disclosing party will notify the other party where legally permitted.
• Is disclosed to legal counsel, accountants, or other professional advisors under their own confidentiality obligations.
• Is necessary to deliver the Services (such as Drivon disclosing the Client's name to platforms when filing takedown notices, with the Client's authorization under Section 7).

8.3 Survival

Confidentiality obligations survive termination of this Agreement for five (5) years. Information that is itself a trade secret remains confidential for as long as it qualifies as a trade secret under applicable law.

8.4 Anonymized references

Drivon may publish anonymized case references (such as "a WNBA player," "a music industry artist") for educational or marketing purposes, provided the reference cannot reasonably be used to identify the Client. Identifiable client references require the Client's prior written consent.

9. Data and Privacy

Drivon's collection, use, and protection of personal information are governed by the Privacy Policy at the Drivon websites/privacy, which is incorporated into this Agreement by reference.

Specifically with respect to engagement data:

• Biometric data (face embeddings, voice samples) is collected post-acceptance only, with the Client's explicit consent in Schedule C, and processed solely for detection purposes.
• The Client's personal information is not sold, shared for advertising, or used to train AI models.
• Evidence packages are retained for the duration of the engagement plus up to seven (7) years to support potential legal claims.
• Other engagement records follow the retention schedule in the Privacy Policy.
• The Client may request earlier deletion at any time, subject to legal hold exceptions.

10. Intellectual Property

10.1 Drivon's IP

Drivon retains all rights in its detection methodologies, software (including Aulie), evidence templates, internal documentation, scanning approaches, and other intellectual property used to deliver the Services. The Client receives no license or transfer of this IP.

10.2 Client materials

The Client retains all rights in materials they provide to Drivon (reference photos, voice samples, personal information, case-specific documents). The Client grants Drivon a limited license to use these materials solely for delivering the Services, subject to the Privacy Policy and Schedule C.

10.3 Work product

Evidence packages, takedown documentation, and other work product created during the engagement are licensed to the Client for the purposes for which they were created (legal action, takedown coordination, personal protection). The Client may not resell, redistribute, or publish work product except as necessary to pursue those purposes.

10.4 Feedback

If the Client provides feedback or suggestions about the Services, the Client grants Drivon the right to use that feedback without restriction or compensation.

11. Communications

11.1 Canonical channel

The canonical communication channel between the Client and Drivon is email at support@vallonstudios.com. The Client should treat any communication purporting to be from Drivon but not from a verified Drivon email address (@vallonstudios.com, @the Drivon websites, @drivon.uk, @drivon.ca, or @drivonapp.com) with suspicion, and verify directly through support@vallonstudios.com.

11.2 Drivon will not

Drivon will never:

• Call or text the Client unless the Client has specifically requested phone or SMS contact and Drivon has confirmed the request.
• Direct-message the Client through social media.
• Request payment, login credentials, biometric data, or sensitive personal information through any channel other than the executed engagement agreement and the Stripe payment flow.
• Ask the Client to download software or click links from non-Drivon addresses.

11.3 Response times

Drivon aims to respond to non-urgent client communications within one (1) business day and to urgent communications (those that materially affect the Client's safety or active enforcement) within four (4) hours during business hours. Response time targets are aspirational and not guaranteed service levels.

12. Termination

12.1 Termination by the Client

The Client may terminate this Agreement at any time by emailing support@vallonstudios.com. For monthly retainer engagements, termination takes effect thirty (30) days after the request. For fixed-fee engagements (one-time audits), termination requests are handled case-by-case per the engagement letter.

12.2 Termination by Drivon

Drivon may terminate this Agreement immediately, with notice but without liability, if:

• The Client materially breaches this Agreement.
• The Client provides false or misleading information that affects the engagement.
• The Client attempts to use the Services for purposes contrary to Drivon's mission, including surveillance or harassment of unwilling third parties.
• Payment is overdue by more than thirty (30) days.
• Continued engagement would expose Drivon to legal or regulatory risk we determine to be unacceptable.
• The Client becomes subject to legal proceedings or regulatory actions that materially compromise Drivon's ability to deliver the engagement.

12.3 Effect of termination

Upon termination:

• Drivon will provide a 30-day transition period during which active matters are concluded or transitioned.
• Evidence packages and engagement work product will be made available to the Client or to Client-designated counsel.
• Drivon will cease active monitoring at the end of the transition period.
• Outstanding fees through the termination date remain due.
• Retention of personal information follows the schedule in the Privacy Policy.

12.4 Survival

Sections that by their nature should survive termination (confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, governing law) will survive.

13. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Drivon, its directors, officers, employees, agents, or contractors be liable to the Client or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or relating to this Agreement, even if Drivon has been advised of the possibility of such damages.

Drivon's total cumulative liability to the Client for any cause whatsoever, regardless of the form of action, will not exceed the amount the Client has paid to Drivon in the twelve (12) months immediately preceding the event giving rise to the claim.

Carve-outs. The limitations in this section do not apply to:

• Liability for gross negligence, willful misconduct, or fraud.
• Personal injury or death caused by negligence.
• Breaches of confidentiality under Section 8.
• Any liability that cannot be excluded or limited under applicable law.

14. Indemnification

The Client agrees to defend, indemnify, and hold Drivon harmless against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of this Agreement.
• False or misleading information the Client provided to Drivon.
• Any takedown notice or legal claim filed at the Client's request that is determined to be unfounded, abusive, or made in bad faith.
• The Client's misuse of evidence packages or work product produced during the engagement.
• The Client's violation of any law or the rights of any third party in connection with the engagement.

15. Governing Law and Disputes

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-law principles.

Any dispute arising from this Agreement is subject to the dispute resolution procedure in the Terms of Service at the Drivon websites/terms, including the requirement to first engage in informal good-faith negotiation for at least sixty (60) days before initiating binding arbitration in Edmonton, Alberta before a single arbitrator.

Consumer protection. Nothing in this Agreement affects mandatory consumer protection rights that apply to the Client under the laws of their jurisdiction of residence.

16. Miscellaneous

16.1 Entire agreement

This Agreement, together with the engagement letter, Schedules, the Privacy Policy, and the Terms of Service, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, understandings, and communications.

16.2 Order of precedence

In the event of conflict between documents, the order of precedence is: (1) the signed engagement letter, (2) the Schedules to the engagement letter, (3) this Engagement Agreement, (4) the Terms of Service, and (5) the Privacy Policy. More specific terms control over more general terms.

16.3 Severability

If any provision is held to be unlawful, void, or unenforceable, the remaining provisions remain in full force and effect.

16.4 Waiver

Failure to enforce any provision does not operate as a waiver.

16.5 Assignment

The Client may not assign this Agreement without Drivon's prior written consent. Drivon may assign this Agreement in connection with a merger, acquisition, or corporate restructuring.

16.6 Force majeure

Neither party is responsible for any failure or delay caused by circumstances beyond reasonable control.

16.7 No agency

Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties beyond the specific service relationship described.

16.8 Electronic signatures

The parties consent to execution of this Agreement by electronic signature (such as DocuSign). Electronic signatures have the same legal effect as handwritten signatures.

16.9 Amendments

This Agreement may be amended only by a written instrument signed by both parties. Drivon's general Terms of Service may be updated per Section 20 of the Terms; such updates do not amend the specific terms of this engagement except to the extent the Terms are referenced and incorporated.

17. Notices

All notices under this Agreement must be in writing. Email to the addresses on the engagement letter is sufficient. Notices to Drivon should be sent to support@vallonstudios.com. Notices to the Client will be sent to the email on the engagement letter, with copy to any agent or representative the Client designates.