Terms of Service.

1.1Defined terms

"Studio" means Studio Raine, a design and software development studio operating from New York City, United States, reachable at johnraine@studioraine.art.

"Client" means the company, label or individual that enters into an Engagement with the Studio.

"Engagement" means a single project governed by a Scope Document.

"Scope Document" means the written scope, price and ship date agreed and signed by both parties before work begins. It may also be called a scope of work or SOW.

"Deliverables" means the software, designs, configurations and written materials produced by the Studio specifically for the Client under an Engagement.

"Background IP" means anything owned or licensed by the Studio before the Engagement, or developed outside it, including tooling, libraries, patterns and internal frameworks.

"Client Materials" means anything the Client supplies, including recordings, artwork, copy, trade marks, product data and customer data.

"Third Party Services" means services the Client contracts for directly, including payment processing, hosting, domain registration, email and analytics.

"Launch" means the date the Deliverables are made available on the Client's production environment.

2.1Formation

An Engagement is formed when the Client signs a Scope Document and the Studio receives payment in accordance with clause 4. No Engagement is formed by correspondence, a quotation, a published price on this website, or a verbal discussion.

2.2Published prices are starting figures

Prices published on this website are starting figures for the relevant tier, not offers capable of acceptance and not a quotation. The price for an Engagement is the figure stated in the Scope Document.

2.3Order of precedence

If there is a conflict between documents, the following order applies, highest first: (a) a signed master services agreement between the parties; (b) a signed data processing agreement; (c) the signed Scope Document; (d) these terms.

2.4Amendments

The Studio may amend these terms for future Engagements by publishing a revised version with a new effective date. The version in force at the date a Scope Document is signed governs that Engagement for its duration.

3.1What the Studio provides

The Studio provides the design, development and delivery services described in the Scope Document. Anything not described in the Scope Document is out of scope.

3.2Fixed scope, fixed price, fixed date

Once a Scope Document is signed, the price and the ship date stated in it do not change, except under clause 3.3 or clause 6.3.

3.3Change requests

Either party may request a change. A change is priced separately in writing and, if it affects the ship date, a revised date is recorded with it. Work on a change begins only once the Client approves the written change record. A change never reopens the price already agreed for the original scope.

3.4Exclusions

Unless the Scope Document expressly says otherwise, the Studio does not provide: photography, video or artwork production; copywriting beyond the structure the build requires; paid media or campaign management; distribution, publishing or DSP relationships; bulk content entry for a back catalogue; or the cost of any Third Party Service.

3.5Subcontracting

The Studio may use subcontractors to perform part of an Engagement. The Studio remains responsible for the performance of the services and for any subcontractor's compliance with these terms, including confidentiality.

4.1Payment in full, in advance

Unless the Scope Document states otherwise, the full fee for an Engagement is payable in advance, before work begins. The Studio is not obliged to commence or continue work until payment has cleared.

4.2Currency, method and taxes

Fees are stated and payable in United States dollars unless otherwise agreed in writing. Fees are exclusive of any sales, use, VAT, GST or withholding taxes, which the Client pays in addition where applicable. Where the Client is required by law to withhold tax, the Client shall gross up the payment so that the Studio receives the full stated amount.

4.3Third party fees

The Client pays all Third Party Service costs directly, including payment processing fees, hosting, domain registration and any software subscriptions selected by the Client. These are never included in the Studio's fee.

4.4Refunds

Because the fee secures scheduled capacity, fees are non-refundable once an Engagement has commenced, save where clause 11.3 applies or where the Studio terminates for convenience. If the Studio terminates for convenience before Launch, it refunds the portion of the fee corresponding to work not performed, assessed against the milestones or phases recorded in the Scope Document.

4.5Retainers

A retainer, where agreed, is billed monthly in advance, runs month to month, and may be cancelled by either party on written notice before the next billing date. A retainer covers the categories of work described in the Scope Document or retainer schedule and does not carry unused time into later months unless expressly agreed.

5.1Dependencies

The Client shall provide, in a timely manner: a single named decision maker authorised to approve scope; brand assets or written authority for the Studio to art direct; product data including titles, prices, files and licence terms; and access to any systems to be connected.

5.2Review windows

The ship date depends on the Client responding within the review windows recorded in the Scope Document. Where the Client does not, the ship date extends by the period of the delay and the Studio is not in breach as a result.

5.3Client Materials

The Client warrants that it owns or is licensed to use all Client Materials, and that the Studio's use of them as contemplated by the Engagement will not infringe the rights of any third party or breach any law.

5.4Accounts in the Client's name

Third Party Services are contracted in the Client's own name. The Client is responsible for compliance with those providers' terms, for the accuracy of the information it supplies to them, and for any decisions those providers make about the Client's account.

6.1Delivery

The Studio delivers by making the Deliverables available on the Client's production environment, or by notifying the Client that they are ready for Launch where Launch timing is the Client's decision.

6.2Acceptance

The Client has ten business days from delivery to notify the Studio in writing of any material non-conformity with the Scope Document. The Studio shall remedy a validly notified non-conformity at no additional charge. Deliverables are deemed accepted if no notice is given within that period, or on the Client putting the Deliverables to live commercial use, whichever is earlier.

6.3Delay

Where delivery is delayed by an act or omission of the Client, by a Third Party Service, or by an event under clause 13, the ship date extends accordingly. Time is not of the essence unless the Scope Document expressly states that it is.

7.1Assignment of Deliverables

On receipt of all fees due for an Engagement, the Studio assigns to the Client, with full title guarantee, all right, title and interest in the Deliverables, including copyright, and waives any moral rights in them to the extent permitted by law. The Studio shall execute any further document the Client reasonably requires to give effect to this assignment.

7.2Background IP

Background IP remains owned by the Studio. Where Background IP is embedded in the Deliverables, the Studio grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty free, transferable and sublicensable licence to use, modify and exploit that Background IP as part of the Deliverables, including after termination.

7.3Open source and third party components

The Deliverables include third party open source components licensed under their own terms. Those components are not assigned and are used under, and subject to, their respective licences. The Studio shall not knowingly incorporate any component whose licence would require the Client to disclose the source of its proprietary code as a condition of distribution.

7.4Client Materials

Client Materials remain the property of the Client. The Client grants the Studio a licence to use them for the duration of the Engagement solely to perform the services.

7.5Portfolio and publicity

The Studio may identify the Client as a client and display the publicly launched Deliverables in its portfolio, case studies and marketing. This right does not extend to unreleased material, confidential information, commercial terms or any figure not already public. The Client may withdraw this permission at any time by written notice, and the Studio shall remove the material within thirty days.

8.1Mutual obligation

Each party shall keep confidential all non-public information disclosed by the other, use it only to perform or receive the services, and protect it with at least the care it applies to its own confidential information.

8.2Unreleased material

The parties acknowledge that unreleased recordings, release dates, roster changes and commercial terms are highly sensitive. The Studio shall not disclose or use any of them for any purpose outside the Engagement, and shall not publicise them under clause 7.5 or otherwise.

8.3Exceptions and survival

These obligations do not apply to information that is or becomes public without breach, was already known free of obligation, is independently developed, or must be disclosed by law or court order, provided the disclosing party gives reasonable prior notice where lawful. This clause survives termination for three years, and indefinitely for unreleased material and trade secrets.

9.1Roles

As between the parties, the Client is the controller of personal data processed through the Deliverables, including customer and fan data, and the Studio is a processor to the extent it processes such data during an Engagement. After handover under clause 12, the Studio is not in the data path and processes no such data.

9.2Processing instructions

The Studio shall process personal data only on the Client's documented instructions, including as set out in the Scope Document, unless required otherwise by law.

9.3Security

The Studio shall apply appropriate technical and organisational measures, including access control on a least privilege basis, encryption in transit, separation of production credentials, and prompt revocation of access on request or at handover.

9.4Sub-processors and transfers

The Studio may engage sub-processors, including hosting and infrastructure providers, and shall impose data protection obligations on them no less protective than those in this clause. The Studio shall inform the Client of any intended change of sub-processor that materially affects the processing.

9.5Incidents, assistance and deletion

The Studio shall notify the Client without undue delay on becoming aware of a personal data breach affecting the Client's data, shall provide reasonable assistance with data subject requests and with any assessment the Client is required to carry out, and shall return or delete personal data in its possession on completion of the Engagement or on written request.

9.6Data processing agreement

Where the Client requires a separate data processing agreement, including standard contractual clauses or terms addressing GDPR, UK GDPR or United States state privacy laws, the parties shall enter into one and it takes precedence over this clause 9 in accordance with clause 2.3.

10.1Studio warranties

The Studio warrants that it will perform the services with reasonable skill and care, that the Deliverables will conform in all material respects to the Scope Document at delivery, and that to the best of its knowledge the Deliverables as created by the Studio do not infringe the intellectual property rights of any third party.

10.2Defect remedy period

For sixty days after Launch, the Studio shall correct, at no additional charge, any defect in the Deliverables that causes them to fail to conform materially to the Scope Document. This does not cover faults caused by Client modification, by Client Materials, by a Third Party Service, or by use outside the intended purpose.

10.3Disclaimers

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted. The Studio does not warrant uninterrupted or error free operation, and gives no warranty as to commercial results, revenue, traffic, search ranking or the performance or availability of any Third Party Service.

10.4Limitation of liability

Neither party is liable for indirect, special, incidental, punitive or consequential loss, or for loss of profit, revenue, goodwill, data or anticipated savings, however arising.

Each party's total aggregate liability arising out of or in connection with an Engagement is limited to the total fees paid by the Client for that Engagement.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. The cap in this clause does not apply to the Client's obligation to pay fees, to either party's breach of clause 8, or to either party's indemnity obligations under clause 10.5.

10.5Indemnities

The Client shall indemnify the Studio against claims arising from Client Materials, from the Client's use of the Deliverables in breach of these terms or of any law, and from the Client's relationship with its own customers.

The Studio shall indemnify the Client against third party claims that the Deliverables as created by the Studio infringe that third party's intellectual property rights, provided the Client notifies the Studio promptly, allows the Studio to control the defence, and provides reasonable assistance. This indemnity does not apply to Client Materials, to third party open source components used in accordance with their licences, or to modifications not made by the Studio.

11.1Term

An Engagement runs from formation until the later of Launch and the end of the defect remedy period, unless terminated earlier under this clause.

11.2Termination for cause

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within fifteen business days of written notice, or becomes insolvent, enters administration or ceases to trade.

11.3Termination by the Client

The Client may terminate an Engagement at any time on written notice. Fees already paid are non-refundable except to the extent they relate to work not yet performed at the date of notice, assessed against the milestones or phases recorded in the Scope Document. Work completed to that date is handed over in accordance with clause 12.

11.4Effect of termination

On termination, the Client shall pay for all work performed to the date of termination, and each party shall return or destroy the other's confidential information on request. Clauses 7, 8, 9, 10, 12 and 14 survive termination.

12.1The handover list

The items to be handed over are recorded in the Scope Document before work begins. Unless that document states otherwise, they comprise: the source code repository transferred to an account the Client owns; domains and DNS under the Client's registrar account; the payment processing account in the Client's name; the customer list exported to a system the Client controls; and analytics access under the Client's own login.

12.2No lock-in

The Studio shall not withhold access to, or degrade, any Deliverable or account as leverage in a dispute, provided fees due have been paid. The Deliverables are built on generally available technologies and are not dependent on any proprietary Studio runtime or hosted service in order to continue operating.

12.3Revocation of Studio access

The Client may revoke the Studio's access to any system at any time. Where access is revoked while an Engagement or retainer is live, the Studio's obligations that depend on that access are suspended for so long as access is withheld.

13.1Events beyond reasonable control

Neither party is liable for failure or delay caused by an event beyond its reasonable control, including outage or discontinuation of a Third Party Service, network failure, act of government, or serious illness affecting key personnel. The affected party shall notify the other promptly and use reasonable efforts to mitigate. Either party may terminate the affected Engagement if the event continues for more than sixty days.

14.1Governing law and jurisdiction

These terms and any Engagement are governed by the laws of the State of New York City, without regard to its conflict of laws rules. The state and federal courts located in New York City County, New York City have exclusive jurisdiction, and each party submits to that jurisdiction.

14.2Independent contractor

The Studio is an independent contractor. Nothing in these terms creates a partnership, joint venture, agency or employment relationship.

14.3Assignment

Neither party may assign or transfer its rights or obligations without the other's written consent, which shall not be unreasonably withheld, save that either party may assign to a successor of all or substantially all of its business on written notice.

14.4Non-solicitation

During an Engagement and for twelve months afterwards, neither party shall knowingly solicit for employment any individual of the other who was directly involved in the Engagement. General advertising not targeted at that individual is not a breach.

14.5Notices

Notices must be in writing and sent to the email address recorded in the Scope Document, or to johnraine@studioraine.art for the Studio. A notice is deemed received on the next business day after sending, absent a delivery failure message.

14.6Entire agreement

These terms, together with the Scope Document and any signed agreement referenced in clause 2.3, constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations. Neither party has relied on any statement not set out in those documents. Nothing in this clause limits liability for fraud.

14.7Severability and waiver

If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in force. A failure to enforce a right is not a waiver of it.

14.8Counterparts and electronic signature

A Scope Document may be signed in counterparts and by electronic signature, each of which is an original and together constitute one agreement.