This SERVICE AGREEMENT (the "Agreement") is entered into by and between Customer and Studio Init, LLC, a Wyoming Limited Liability Company with it’s registered office at 30 N Gould St, Suite R, Sheridan, WY 82801 ("Agency").
By executing an Order Form that references this Agreement, each party signifies that it has read, understands, and agrees to be bound by its terms. This Agreement governs all Order Forms, and any conflicting or additional terms and conditions are of no force or effect unless agreed to in a writing signed by both parties. In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
Agency is the proprietor and provider of a specialized online service platform designed to facilitate Customer's access to Agency's creative professionals, including but not limited to designers, researchers, and software engineers (collectively, the "Service"). The Service covers a variety of tasks that may include, but are not limited to, user interface design, user research, and iOS application development. A comprehensive list of tasks that fall under this Service is available for review on Agency’s official website.
2.2 Customer’s Subscription: Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering documents executed by the Customer that reference this Agreement and describe the business terms related to Customer’s subscription ("Order Form(s)"). Agency also grants Customer (including Authorized Users) a limited, non-sublicensable, non-transferable right and license to access, download, and use, solely for Customer’s internal business purposes, the technical documentation regarding the Service that Agency publishes to all its customers ("Documentation"). All subscriptions will be for the period described on the applicable Order Form ("Subscription Period"). Use of and access to the Service is permitted only by individuals authorized by Customer and, except as specifically permitted, for Customer’s own internal business purposes and not for the benefit of any third party ("Authorized Users"). Customer may also permit its affiliates and their employees and contractors working for the benefit of Customer or such affiliates to serve as Authorized Users, provided Customer remains responsible for compliance by such individuals with all the terms and conditions of this Agreement. An "affiliate" of a party is any entity controlling, controlled by or under common control with such party; where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
2.3 Subscription Pausing: The Customer has the option to pause the subscription at any time. Upon unpausing, the remaining days within the current Subscription Period will become available for use. The Subscription Period will renew in accordance with the schedule originally agreed upon after the completion of the remaining days. Upon pausing of the subscription, Agency will cease work and no new tasks will be started until the subscription is resumed.
2.4 Work Queues: The Customer shall create a queue of work tasks (“Work Queue”) to be completed by the Agency using specific software or delivery methods provided by Agency. These tasks shall be clearly defined and documented by the Customer and agreed upon by the Agency. The Agency will commence work on one task at a time, in the order specified in the Work Queue, or as otherwise agreed upon between the parties.
2.5 Task Completion: Upon completion of each task, the Agency shall submit the deliverables to the Customer for review and approval. The task shall be deemed "Complete" only when the Customer has confirmed in writing (electronic or otherwise) that the deliverables meet their requirements and expectations. Once a task is deemed Complete, the Agency will proceed to the next task in the Work Queue as specified by Customer. No task in the Work Queue will be initiated before the completion and written approval of the preceding task.
The subscription for access to and use of the Service begins on the start date as specified in the corresponding Order Form (the "Subscription Start Date") and will continue for the duration of the Subscription Period as also indicated on said Order Form. This Agreement becomes effective on the date of execution of the initial Order Form by both parties and will remain in effect for the duration of the Subscription Period set forth on any subsequent Order Forms.
Customer shall be solely responsible for the accuracy, integrity, and legality of the data it provides to Agency for the purpose of task queues or any other services rendered under this Agreement. Agency shall not be responsible for loss, destruction, alteration, unauthorized disclosure, or corruption of such data except to the extent that such loss, destruction, alteration, unauthorized disclosure, or corruption is caused by Agency's gross negligence or willful misconduct. Customer acknowledges that upon the termination or expiration of this Agreement, Agency may delete or otherwise render inaccessible any of Customer’s data that may reside on Agency's servers or systems. Customer is responsible for maintaining backup copies of any data provided to Agency.