Terms & Conditions

Last updated on 25November 2025

These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you”) and HUADYN LLC, a Wyoming limited liability company (“HUADYN,” “we,” “us,” or “our”), governing your access to and use of www.huadyn.com and all related services, deliverables, content, digital assets, synthetic models, and creative work provided by HUADYN (collectively, the “Services”).


By accessing the Site or engaging HUADYN for Services, you acknowledge and agree to be bound by these Terms.
If you do not agree, you must not use the Site or engage the Services.


1. Legal Entity Information


HUADYN LLC
A Limited Liability Company organized under the laws of Wyoming, United States
Registered Address: 30 N Gould St Ste R, Sheridan, WY 82801
Contact Email: contact@huadyn.com


For all legal and contractual purposes, “HUADYN” and “HUADYN LLC” refer to the same entity.


HUADYN LLC is the sole contracting entity for all client engagements, regardless of project scope or region.

2. Modifications to Terms


HUADYN reserves the right, at its sole discretion, to amend or update these Terms at any time.
Revisions become effective immediately upon publication. Continued use of the Site or Services constitutes acceptance of revised Terms.


3. Nature of Services


HUADYN is a Digital Model & Asset Agency delivering:

  • Synthetic human model systems

  • Digital characters and identities

  • Visual systems for brands and campaigns

  • Concept assets, non-human digital assets, and motion content

  • Creative direction and strategic consultation

  • Fully engineered digital asset pipelines

HUADYN provides intangible, custom, digital creative work, not physical goods.

HUADYN does not guarantee business results, revenue outcomes, advertising performance, or audience engagement.

4. Client Engagement & Payment


4.1 Proposals and Scope

Service descriptions, pricing, deliverables, and timelines are defined in:

  • Written proposals

  • Email confirmations

  • Statements of work (SOWs)

  • Formal service agreements

These documents collectively form the binding agreement between HUADYN and Client.

In the event of conflict, a signed SOW or contract overrides these Terms.

4.2 Fees & Invoicing

All fees must be paid according to the schedule outlined in the SOW.
Unless otherwise stated:

  • Deposits are non-refundable.

  • Work begins only after required deposits are received.

  • Late payments incur interest at 1.5% per month or the maximum rate permitted by law.

4.3 Non-Refundable Nature of Services

Because all Services are custom, digital, and intellectual in nature, all payments are final and non-refundable.

Refunds are not provided for creative dissatisfaction unless explicitly stated in the SOW.

5. Client Responsibilities


The Client is responsible for:

  • Providing all necessary brand materials, references, and instructions (“Client Materials”), free of third-party infringements.

  • Providing timely feedback and approvals.

  • Ensuring they have full legal rights to all references or likenesses submitted.

Client warrants that the use of Client Materials by HUADYN does not infringe any third-party rights.

Client agrees to indemnify HUADYN against all claims arising from Client Materials.

6. Intellectual Property Rights


6.1 HUADYN Pre-Existing IP

HUADYN retains all intellectual property rights, including but not limited to:

  • Synthetic model systems

  • Facial/physique architectures

  • Identity-generation systems

  • Proprietary workflows, prompts, pipelines, scripts, and techniques

  • Lighting systems, color grading, and camera presets

  • Training data and model calibration

  • All HUADYN trademarks, branding, and trade dress

None of this IP is transferred to Client.
No license is granted unless explicitly provided in writing.


6.2 Deliverables License

Upon full payment, Client receives a limited, non-exclusive, non-transferable, worldwide, perpetual license to use the final Deliverables solely for:

  • Marketing

  • Advertising

  • Ecommerce

  • Brand content

  • Social media

  • Internal brand use

Deliverables do NOT include:

  • Base models

  • Pipelines

  • Working files

  • Raw generations

  • Prompts

  • Layers

  • Editable source files

  • Underlying systems or settings

These remain HUADYN property.


6.3 Restrictions

Client may NOT:

  • Resell or redistribute Deliverables as stock

  • Upload deliverables to train AI models

  • Use Deliverables for political or hateful content

  • Use Deliverables to impersonate real individuals

  • Create derivative assets for resale

  • Claim ownership of synthetic identities

  • Sub-license Deliverables to third parties

  • Reverse-engineer HUADYN systems

7. Exclusivity


HUADYN does not grant exclusivity to a brand or category unless explicitly purchased and documented in writing.
Exclusivity involves significant additional fees.

Absent a written agreement, HUADYN may:

  • Reuse its synthetic systems

  • Reuse its proprietary models

  • License similar styles to other clients

  • Continue developing the same human IP frameworks

Deliverables themselves will not be resold, but underlying systems are not exclusive unless paid for.

8. Portfolio Rights


HUADYN reserves the unrestricted right to:

  • Display project work

  • Publish deliverables

  • Showcase results in its portfolio

  • Share project outcomes on social media

  • Use anonymized versions for marketing purposes

Unless a confidentiality or embargo agreement is executed, HUADYN has the right to publicize completed work.

9. Synthetic Content Standards


9.1 Synthetic Identities

HUADYN models are fictional and do not depict real individuals unless explicitly contracted to do so.


9.2 Prohibited Applications

Client must not use digital assets for:

  • Deceptive impersonation

  • Non-consensual likeness generation

  • Fraud

  • Deepfake misuse

  • Hateful, violent, or pornographic content

  • Medical misinformation

  • Illegal activity

Violation may result in immediate termination and legal action.

10. Confidentiality


Both parties may access confidential or proprietary information.
Each party agrees to:

  • Protect such information

  • Use it solely for the project

  • Not disclose it to third parties

  • Exercise commercially reasonable care

This obligation survives termination.

11. Warranty Disclaimer


To the fullest extent permitted by law, HUADYN disclaims:

  • All express or implied warranties

  • Warranties of merchantability

  • Fitness for a particular purpose

  • Non-infringement

  • Accuracy or reliability of Site content

  • Guarantees of business performance

The Services are provided “AS IS” and “AS AVAILABLE”.

12. Limitation of Liability


To the maximum extent allowed by law:

  • HUADYN shall not be liable for indirect, incidental, punitive, or consequential damages

  • HUADYN shall not be liable for lost profits, lost data, lost reputation, downtime, or business interruption

  • HUADYN’s total liability shall not exceed the total amount paid by Client in the preceding 12 months

This limitation applies regardless of theory of liability (contract, tort, negligence, strict liability, etc.).

Some jurisdictions do not allow certain limitations; in such cases the minimum permissible limit applies.

13. Indemnification


Client agrees to indemnify, defend, and hold harmless HUADYN, its officers, owners, employees, and contractors from any claims, damages, liabilities, or legal expenses arising from:

  • Client’s use of Deliverables or the Site

  • Client Materials provided

  • Client’s misuse or unlawful use of synthetic content

  • Client’s breach of these Terms

  • Intellectual property disputes involving Client-submitted references

This obligation survives termination.

14. Termination


HUADYN may terminate any Services immediately upon:

  • Client’s breach of any provision

  • Abuse of synthetic models

  • Failure to pay

  • Illegal, unethical, or harmful project requests

  • Conduct that could damage HUADYN’s reputation

Upon termination:

  • All licenses immediately cease

  • Client must cease using any unpublished or draft Deliverables

  • Outstanding payments remain due

HUADYN is not obligated to refund any payments.

15. Termination


HUADYN may terminate any Services immediately upon:

  • Client’s breach of any provision

  • Abuse of synthetic models

  • Failure to pay

  • Illegal, unethical, or harmful project requests

  • Conduct that could damage HUADYN’s reputation

Upon termination:

  • All licenses immediately cease

  • Client must cease using any unpublished or draft Deliverables

  • Outstanding payments remain due

HUADYN is not obligated to refund any payments.

16. Governing Law & Dispute Resolution


These Terms shall be governed exclusively by the laws of the State of Wyoming, without regard to conflict of law principles.

All disputes shall be resolved exclusively in the state or federal courts located in Sheridan County, Wyoming.

Both parties consent to personal jurisdiction in Wyoming.

No arbitration or class action rights are waived unless required by applicable law.

17. Entire Agreement


These Terms, combined with any SOW, proposal, or written agreement, constitute the entire agreement between Client and HUADYN regarding the Services.

No verbal statements or prior communications override these Terms unless expressly included in a written, signed agreement.

18. Contact Information


For questions regarding these Terms:

HUADYN LLC
30 N Gould St Ste R
Sheridan, WY 82801
United States
Email: contact@huadyn.com