Terms of Service

Welcome to Cliffside Studios ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website, services, and creative work.

By engaging our services or using our website, you agree to these Terms. If you do not agree, please do not use our services.

1. SERVICES PROVIDED

Cliffside Studios is an AI-powered creative agency specializing in:

• Sports and performance campaign creative (stills and video)

• Fashion and apparel campaign creative (stills and video)

• Real estate virtual staging

We combine human creative direction with AI-powered production systems to deliver studio-quality creative assets.

2. SERVICE AGREEMENT

2.1 Scope of Work

All projects begin with a written proposal or statement of work ("SOW") that outlines:

• Deliverables

• Timeline

• Pricing

• Revision rounds included

• Usage rights

The SOW, once accepted by both parties, becomes a binding agreement.

2.2 Project Process

Our standard process includes:

• Discovery and creative direction

• Production and art direction

• Client review and feedback

• Revisions (as specified in SOW)

• Final delivery

2.3 Client Responsibilities

Clients agree to:

• Provide necessary brand assets, guidelines, and materials in a timely manner

• Respond to requests for feedback within agreed timelines

• Provide consolidated feedback in writing

• Pay invoices according to payment terms

Delays caused by client unavailability or late feedback may result in project timeline adjustments.

3. PRICING AND PAYMENT

3.1 Payment Terms

Unless otherwise specified in writing:

• 50% deposit due upon project commencement

• 50% final payment due upon project completion and delivery

• Payment is due within 7 days of invoice date

3.2 Late Payment

Late payments may incur:

• Interest of 1.5% per month on outstanding balance

• Suspension of work on current or future projects

• Withholding of final deliverables until payment is received

3.3 Refund Policy

Deposits are non-refundable once work has commenced.

If Cliffside Studios is unable to deliver agreed-upon services due to our own failure, a prorated refund will be issued based on work completed.

3.4 Additional Services

Work beyond the agreed scope ("scope creep") will be billed separately at our standard hourly rate or as a change order.

4. REVISIONS

4.1 Included Revisions

Each project includes a specified number of revision rounds as outlined in the SOW (typically 2-3 rounds).

A "revision round" means consolidated feedback on all deliverables at one time.

4.2 What Constitutes a Revision

• Adjustments to creative direction, composition, or styling within the original scope

• Refinements based on brand alignment

• Technical corrections

4.3 What Does NOT Constitute a Revision

• Complete creative direction changes (new concept)

• New deliverables not in original scope

• Changes due to client-provided incorrect information

4.4 Additional Revisions

Revision rounds beyond those included in the SOW may be purchased at our standard revision rate.

Minor adjustments (under 15 minutes of work) are provided complimentary as a courtesy.

5. INTELLECTUAL PROPERTY AND USAGE RIGHTS

5.1 Ownership of Final Work

Upon full payment, clients receive the agreed-upon usage rights as specified in the SOW.

Usage rights typically include:

• Full commercial use for digital, social media, print, and web

• Advertising and marketing purposes

• Retail and e-commerce applications

5.2 Restrictions

Unless explicitly stated in the SOW, clients may not:

• Resell or redistribute the creative assets as stock content

• Claim authorship or creation of the work

• Use assets beyond the agreed scope without additional licensing

5.3 Portfolio and Marketing Use

Cliffside Studios retains the right to:

• Display completed work in our portfolio

• Use work samples in marketing materials and case studies

• Share work on our website and social media channels

If confidentiality is required, this must be specified in writing before project commencement.

5.4 AI-Generated Content

All deliverables are created using AI-assisted production methods combined with human art direction. By engaging our services, clients acknowledge and accept this production methodology.

Cliffside Studios does not claim ownership over underlying AI model training data. AI tools are treated as production infrastructure.

5.5 Client-Provided Materials

Clients represent and warrant that all materials provided (logos, photos, text, brand assets) are either:

• Owned by the client, or

• Used with proper authorization and licensing

Clients indemnify Cliffside Studios against any claims arising from unauthorized use of client-provided materials.

6. DELIVERY AND FILE FORMATS

6.1 Delivery Method

Final deliverables are provided via:

• Digital download (Google Drive, Dropbox, or similar)

• Organized folder structure

• High-resolution files in agreed-upon formats

6.2 File Retention

Cliffside Studios retains project files for 90 days after final delivery.

After 90 days, we are not obligated to maintain copies. Clients are responsible for backing up their files.

6.3 Re-delivery

If files are lost after initial delivery, re-delivery may incur an administrative fee.

7. CONFIDENTIALITY

7.1 Non-Disclosure

Cliffside Studios agrees to keep confidential any proprietary or sensitive information shared by clients during the engagement.

7.2 Exceptions

Confidentiality obligations do not apply to:

• Information already publicly available

• Information independently developed by Cliffside Studios

• Information required to be disclosed by law

7.3 Client Confidentiality Requests

If a client requires work to remain confidential (not used in our portfolio or marketing), this must be specified in writing before project commencement.

8. PROJECT CANCELLATION

8.1 Cancellation by Client

Clients may cancel projects with written notice. Cancellation terms:

• Before work begins: Deposit refunded minus 10% administrative fee

• After work begins: Client pays for work completed to date (minimum 50% of project fee)

• After first delivery: No refund; client pays full project fee

8.2 Cancellation by Cliffside Studios

We reserve the right to cancel or refuse service if:

• Client violates these Terms

• Client provides false information

• Client engages in abusive or unprofessional behavior

• Project scope fundamentally changes without agreement

In such cases, fees paid for work not yet performed will be refunded.

9. WARRANTIES AND DISCLAIMERS

9.1 Quality Standards

Cliffside Studios warrants that:

• All work will be performed with professional skill and care

• Deliverables will meet specifications outlined in the SOW

• We will use commercially reasonable efforts to meet deadlines

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

We do not guarantee:

• Specific business outcomes or results

• That creative will achieve specific conversion rates

• That work will be error-free (though we will correct errors at no charge)

9.3 Performance Results

While we strive to create high-performing creative, results depend on many factors outside our control including:

• Client's product or service quality

• Market conditions

• Media placement and strategy

• Competition

• Audience targeting

Cliffside Studios is not responsible for campaign performance beyond the quality of the creative deliverables themselves.

10. LIMITATION OF LIABILITY

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIFFSIDE STUDIOS' TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

10.2 Excluded Damages

IN NO EVENT SHALL CLIFFSIDE STUDIOS BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES

• LOST PROFITS OR REVENUE

• LOSS OF DATA

• COST OF SUBSTITUTE SERVICES

10.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct

• Violations of law that cannot be limited by contract

• Indemnification obligations outlined in these Terms

11. INDEMNIFICATION

11.1 Client Indemnification

Client agrees to indemnify and hold harmless Cliffside Studios from any claims, damages, or expenses (including legal fees) arising from:

• Client's use of deliverables

• Client-provided materials that infringe third-party rights

• Client's breach of these Terms

• Misrepresentation of authorization or ownership

11.2 Cliffside Indemnification

Cliffside Studios agrees to indemnify Client from claims that our deliverables (excluding client-provided materials) infringe third-party intellectual property rights.

Our obligation is limited to either:

• Defending the claim, or

• Refunding fees paid for the infringing deliverables

12. TERMINATION

12.1 Termination for Convenience

Either party may terminate the relationship with 14 days written notice if no active projects are underway.

12.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms

• Fails to cure breach within 14 days of written notice

• Becomes insolvent or files for bankruptcy

12.3 Effect of Termination

Upon termination:

• Client pays for all work completed to date

• Cliffside Studios delivers work completed at time of termination

• All confidentiality obligations survive termination

13. DISPUTE RESOLUTION

13.1 Governing Law

These Terms are governed by the laws of the State of Arizona, United States, without regard to conflict of law principles.

13.2 Jurisdiction

Any disputes shall be resolved in the state or federal courts located in Maricopa County, Arizona.

13.3 Informal Resolution

Before initiating legal proceedings, parties agree to attempt good-faith negotiation to resolve disputes.

13.4 Arbitration (Optional)

Upon mutual agreement, parties may submit disputes to binding arbitration under the rules of the American Arbitration Association.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with any signed SOW or proposal, constitute the entire agreement between parties and supersede all prior agreements or understandings.

14.2 Amendments

Cliffside Studios may update these Terms at any time. Updated Terms will be posted on our website with a new "Last Updated" date.

Continued use of services after updates constitutes acceptance of new Terms.

For active projects, Terms in effect at project commencement apply unless otherwise agreed in writing.

14.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

14.4 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

14.5 Assignment

Clients may not assign their rights or obligations without our written consent.

Cliffside Studios may assign this agreement to affiliates or in connection with a merger or sale of business.

14.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, pandemics, government actions, etc.).

14.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

15. CONTACT INFORMATION

For questions about these Terms of Service:

Cliffside Studios
Email: hello@cliffsidestudios.com
Location: Scottsdale, Arizona

16. ACCEPTANCE

By signing a proposal, paying an invoice, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

These Terms of Service are effective as of [02.29.16] and apply to all services provided by Cliffside Studios.