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Terms of Service

Last Updated: 6.18.2025

1. Acceptance of Terms

By engaging Studio9 Brand LLC ("Studio9," "we," "us," or "our") for services, the client ("Client," "you," or "your") agrees to these Terms of Service (TOS). If you disagree, you must cease using our services immediately.

2. Services Provided

Studio9 offers:

  • Branding Services: Logo design, brand identity, marketing collateral, social media branding, and related deliverables.
  • Political Strategy Services: Campaign management, messaging, opposition research, digital outreach, and compliance advisement.
  • Sales Services: Direct sales operations and agency-based sales facilitation.

Client Responsibilities:

  • Provide necessary materials (e.g., brand guidelines, campaign budgets) unless otherwise agreed.
  • Ensure compliance with all laws (e.g., FEC regulations for political campaigns).

3. Payment Terms

  • Deposits: [X]% upfront for all projects.
  • Milestones: Payments due at predefined phases (e.g., 50% after draft approval).
  • Late Fees: 1.5% monthly interest on overdue balances.
  • Methods: Credit/debit cards, bank transfers.
  • No Refunds: Due to the custom nature of services, payments are non-refundable unless expressly stated in a separate agreement.

4. Intellectual Property (IP) & Usage Rights

  • Pre-Payment: Studio9 retains all IP rights to deliverables until full payment.
  • Post-Payment: Ownership transfers to Client, excluding:
    • Portfolio Rights: Studio9 may display work in its portfolio unless Client purchases an exclusivity addendum.
    • Prohibited Actions:
      • Reverse-engineering, reselling, or repurposing strategies provided by Studio9.
      • Unauthorized use of draft materials before payment.

5. Disclaimers & Liability

  • No Guarantees: Studio9 does not guarantee election wins, sales targets, or specific branding outcomes.
  • Third-Party Tools: Client assumes risk for third-party platforms (e.g., CRM software, ad networks).
  • Liability Cap: Studio9’s total liability is capped at fees paid by Client for the relevant project.

6. Termination & Disputes

Termination

Either party may terminate this agreement with 30 days’ written notice. Upon termination:

  • Client must pay for all services rendered up to the termination date.
  • Studio9 retains ownership of all intellectual property until full payment is received.

Dispute Resolution

  • Good Faith Negotiation: Parties agree to resolve disputes first via email/virtual meetings within 60 of escalation.
  • Mediation/Arbitration:
    • If unresolved, disputes must proceed to mediation in a mutually agreed jurisdiction (e.g., Wyoming, Client’s home country, or neutral third-party venue like Singapore or London).
    • If mediation fails, binding arbitration will follow under the rules of the [American Arbitration Association (AAA)] or [International Chamber of Commerce (ICC)], with proceedings conducted virtually or in a jurisdiction chosen by Studio9 (e.g., Wyoming, unless otherwise negotiated).
  • Jurisdiction & Governing Law:
    • This agreement is governed by Wyoming law (where Studio9 is registered), but Studio9 reserves the right to initiate legal action in:
      • The Client’s local jurisdiction (e.g., South Africa, Caribbean), or
      • Any other jurisdiction deemed appropriate by Studio9 to enforce its rights.
    • Clients irrevocably submit to the personal jurisdiction of these venues.
  • Costs & Enforcement:
    • The prevailing party in arbitration/litigation is entitled to legal fees and costs.
    • Any judgment may be enforced in courts worldwide under the New York Convention (for arbitration awards) or local reciprocity laws.

7. Data Privacy & Compliance

  • Studio9’s Collection: Data is handled per GDPR, CCPA, and other applicable laws.
  • Client’s Responsibility: Client warrants that any data provided (e.g., voter databases) complies with privacy laws.

8. Prohibited Uses

Clients may not use Studio9’s services for:

  • Illegal activities, hate speech, or fraudulent campaigns.
  • Unauthorized sharing of proprietary strategies.

9. Force Majeure & Amendments

  • Force Majeure: Studio9 is not liable for delays caused by pandemics, natural disasters, or government actions.
  • TOS Updates: Amendments take effect upon posting on our website. Continued use constitutes acceptance.

10. General Provisions

  • Entire Agreement: This TOS supersedes prior agreements.
  • Severability: If any clause is invalid, the rest remain enforceable.
  • Waiver: Failure to enforce a provision is not a waiver.