Terms of service

Effective date: October 31, 2025

  1. Acceptance of Terms
    By accessing or using services, websites, tools, applications, or other offerings (collectively, the “Services”) provided by Summer Studios 88 (“we”, “us”, “our”, or “Company”), you (“you”, “Client”, or “User”) agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not use the Services.

  2. Scope of Services; Statements of Work
    2.1 Services. We provide creative, design, development, technical and related services as described in statements of work, proposals, invoices, and other written agreements (each, a “SOW”). These Terms govern your use of the Services and the delivery of work unless a SOW states otherwise.
    2.2 Conflicts. If a SOW conflicts with these Terms, the SOW will control with respect to the subject matter of that SOW.

  3. Accounts; Client Responsibilities
    3.1 Account Setup. To receive certain Services you may be required to create an account and provide current, complete and accurate information. You are responsible for maintaining account credentials and for all activity under your account.
    3.2 Client Cooperation. You will provide timely feedback, approvals, access, materials, and decisions reasonably necessary for us to provide Services. Delays caused by you may affect timelines and fees.

  4. Fees, Billing, and Payment
    4.1 Fees. Fees, billing cycles, and payment terms are set forth in each SOW or invoice. Unless otherwise stated, charges are in U.S. Dollars.
    4.2 Late Payments. Late payments may incur interest at the lesser of 1.5% per month or the maximum allowed by law, and we may suspend Services until payment is made. Client is responsible for all collection costs, including reasonable attorneys’ fees.
    4.3 Expenses. Out-of-pocket expenses (e.g., stock assets, third-party services, travel) will be billed to Client as agreed in the SOW.

  5. Intellectual Property; Deliverables
    5.1 Pre-Existing Materials. Each party retains ownership of materials it owned prior to the engagement (“Pre-Existing Materials”).
    5.2 Deliverables. Upon full payment of outstanding invoices and subject to Client’s compliance with these Terms, we assign to Client all right, title and interest in the final deliverables specifically created for Client under the SOW (the “Deliverables”), except for: (a) Pre-Existing Materials; (b) third-party materials; and (c) our general know-how, methodologies, tools, templates, and code libraries (collectively, “Studio Materials”), which remain our exclusive property and are licensed (not assigned) to Client on a non-exclusive, worldwide, perpetual (as to Deliverables), royalty-free basis solely to use the Deliverables as intended by the SOW.
    5.3 Third-Party Licenses. Deliverables may include third-party components that carry additional license terms; Client agrees to comply with such terms.

  6. Rights & Usage Restrictions
    6.1 Client Grant. Client grants us a non-exclusive, worldwide, royalty-free license to use Client-provided materials as reasonably necessary to perform Services and to display the Deliverables in our marketing, portfolio, case studies, and award submissions unless the SOW expressly requires confidentiality.
    6.2 Restrictions. Neither party will (a) remove proprietary notices; (b) use the other party’s trademarks without permission; or (c) reverse engineer or attempt to extract source code (except as permitted by law).

  7. Confidentiality
    7.1 Definition. “Confidential Information” means non-public information identified as confidential or that a reasonable person would understand is confidential given the nature and circumstances.
    7.2 Obligations. Each party will use Confidential Information only to perform obligations under the SOW and will not disclose it to third parties except as necessary and under confidentiality protections at least as protective as these Terms.
    7.3 Exceptions. Confidentiality obligations do not apply to information that is (a) publicly available through no fault of the receiving party; (b) already known by the receiving party without restriction; (c) independently developed; or (d) required to be disclosed by law (with notice to the disclosing party where permitted).

  8. Warranties; Disclaimers
    8.1 Mutual Warranties. Each party represents it has the legal power to enter these Terms.
    8.2 Studio Warranties. We warrant that we will perform Services in a professional and workmanlike manner consistent with industry standards.
    8.3 No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING.

  9. Indemnification
    9.1 By Client. Client will indemnify, defend and hold us harmless from claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of: (a) Client’s use of the Deliverables outside permitted scope; (b) Client materials that infringe third-party rights; or (c) Client’s breach of these Terms.
    9.2 By Company. We will indemnify and defend Client against third-party claims alleging that the Deliverables, as delivered, infringe a third party’s U.S. patent, copyright or trademark, provided Client (a) promptly notifies us in writing, (b) gives us sole control of defense and settlement, and (c) provides reasonable assistance. If infringement occurs (or is likely), we may, at our option, obtain the right to use, replace, modify, or refund fees paid for the infringing Deliverable. This indemnity does not apply to modifications by Client, Client content, or third-party materials.

  10. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR (b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO US UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRIOR TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS.

  11. Term; Termination
    11.1 Term. These Terms commence on the Effective Date and continue until terminated as set forth herein.
    11.2 Termination for Convenience. Either party may terminate a SOW for convenience upon 30 days’ written notice; all accrued fees, expenses, and any non-cancellable commitments remain due.
    11.3 Termination for Cause. Either party may terminate if the other party materially breaches these Terms and fails to cure within 15 days after written notice.
    11.4 Effect. Upon termination, Client will pay for Services performed and costs incurred up to the termination date. We may retain copies of work product as required by law and as necessary to maintain internal records.

  12. Data Protection & Privacy
    We process personal information in accordance with our Privacy Policy located at [PRIVACY POLICY URL]. The Privacy Policy describes categories of personal information we collect, processing purposes, legal bases, rights and how to contact us regarding privacy.

  13. Export Control
    You agree not to (a) export, re-export, transfer, or divert any Deliverable or technical data in violation of applicable export laws, or (b) use the Services in any prohibited manner.

  14. Governing Law; Dispute Resolution
    14.1 Governing Law. These Terms are governed by the laws of the State of [Insert State—e.g., New York], without regard to conflict of laws principles.
    14.2 Dispute Resolution. The parties will attempt in good faith to resolve disputes informally. If unresolved, disputes will be resolved by binding arbitration in [City, State], under the rules of the American Arbitration Association, except where injunctive or equitable relief is sought—either party may seek such relief in a court of competent jurisdiction. Notwithstanding the foregoing, either party may pursue claims in small claims court if eligible.

  15. Notices
    Notices will be sent to the contact details set in your account or SOW and are effective when delivered.

  16. Miscellaneous
    16.1 Independent Contractors. The parties are independent contractors; nothing creates a partnership, joint venture or employment relationship.
    16.2 Assignment. Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.
    16.3 Severability. If a provision is held invalid, the remainder will remain in effect.
    16.4 Entire Agreement. These Terms together with SOWs and any referenced documents constitute the entire agreement between the parties regarding the Services.

CONTACT
If you have questions about these Terms, email: hi@summerstudios88.com