Aether Fox Studio

Terms of Service

Last Updated: 2025-10-14

  1. Agreement to Terms

    These Terms of Service (“Terms”) govern your access to and use of https://aetherfox.studio (the “Site”) and any services provided by Aether Fox Studio LLC (“Aether Fox Studio,” “we,” “us,” or “our”). By using the Site, requesting a proposal, or engaging us for services, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Site.

  2. Who We Work With

    • Eligibility: You must be at least 18 years old and able to enter binding contracts.
    • Business Use: The Site and services are intended for business and professional use.

  3. Services and Statements of Work

    • Scope via SOW/Proposal: All services (e.g., design, development, consulting) are defined in a written proposal or statement of work (“SOW”) we issue and you accept (email confirmation is sufficient). The SOW controls if there’s a conflict with these Terms.
    • Changes: You may request changes in writing. We may adjust scope, timeline, and fees accordingly and will confirm via change order or email.
    • Subcontractors: We may use vetted contractors and partners. We remain responsible for delivery under the SOW.

  4. Your Responsibilities

    • Content and Access: You provide timely access, approvals, brand assets, third-party credentials, and accurate information. Delays on your side extend timelines and may incur additional fees.
    • Compliance: You are responsible for ensuring your content, data, and business practices comply with applicable laws and third‑party terms (e.g., platform policies, licensing).
    • Backups: Unless a maintenance plan states otherwise, you are responsible for backing up your content and data.

  5. Fees, Invoices, and Taxes

    • Fees: Fees, payment schedule, and milestones are defined in the SOW.
    • Invoices: Invoices are due upon receipt (or as specified). Late amounts may accrue the lesser of 1.5% per month or the maximum allowed by law. We may pause work for non-payment.
    • Expenses: Pre-approved out-of-pocket expenses will be billed at cost.
    • Taxes: Fees exclude taxes. You are responsible for applicable taxes, excluding our income taxes.
    • No Refunds: Except as expressly stated in an SOW, required by law or provided in Section 6 (cancellation terms), fees are non‑refundable.

  6. Cancellations and Rescheduling

    • You may cancel anytime with written notice. We will stop work and invoice for: (a) work performed to date; (b) committed and non-cancellable third-party costs. Any prepaid but unearned amounts will be refunded within 14 days.
    • If we cancel without cause, we will refund any prepaid but unearned amounts within 14 days.
    • If you pause a project for 14+ days, we may re‑schedule based on availability.

  7. Intellectual Property

    • Your Materials: You retain ownership of your pre‑existing content, trademarks, and materials you supply.
    • Our Deliverables:
      • Upon full payment, we grant you a worldwide, perpetual, non‑exclusive license to use the final deliverables identified in the SOW for your business purposes.
      • We retain ownership of our pre‑existing IP, underlying tools, methods, frameworks, libraries, components, and non‑unique code or design elements used to deliver the project.
    • Portfolio Rights: We may display non‑confidential work product, screenshots, and case studies for self‑promotion unless you notify us in writing to withhold. Sensitive items can be masked or delayed until launch.
    • Third‑Party Materials: Deliverables may include third‑party software, fonts, stock assets, or services subject to their own licenses. You are responsible for ongoing license fees unless the SOW states otherwise.

  8. Open‑Source and Platform Usage

    • If we use open‑source software or CMS platforms (e.g., WordPress, Webflow, Shopify), your use is subject to their licenses and terms. We make no warranties regarding those platforms or third‑party updates.

  9. Acceptable Use

    You agree not to misuse the Site or services, including:

    • Illegal activity, infringement, or violating others’ rights
    • Security testing, scraping, or reverse engineering without consent
    • Introducing malware or interfering with Site operations We may suspend or terminate access for violations.

  10. Confidentiality

    • Definition: Non‑public information disclosed by either party that is marked or should reasonably be considered confidential.
    • Obligations: Use confidential information only to perform or receive services; protect it with reasonable care; and do not disclose it to third parties except to contractors under similar obligations.
    • Exclusions: Information that is public, independently developed, or lawfully obtained without restriction.
    • Required Disclosure: Permitted if required by law, with prompt notice where legally allowed.

  11. Disclaimers

    • AS‑IS: The Site and services are provided “AS IS” and “AS AVAILABLE.” To the maximum extent allowed by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement.
    • No Guaranteed Results: We do not guarantee specific rankings, traffic, conversions, uptime, or revenue outcomes.

  12. Limitation of Liability

    To the maximum extent allowed by law:

    • No Indirect Damages: We are not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill.
    • Cap: Our total liability arising out of or related to the Site or services is limited to the amount you paid to us for the services giving rise to the claim in the twelve (12) months preceding the event.
    • Exceptions: The above limitations do not apply to liability that cannot be limited under applicable law.

  13. Indemnification

    You agree to defend, indemnify, and hold harmless Aether Fox Studio LLC and our members, employees, and contractors from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

    • your content, instructions, or materials;
    • your misuse of the Site or services; or
    • your violation of these Terms or applicable law.

  14. Term and Termination

    • Term: These Terms apply while you use the Site or we provide services.
    • Termination for Convenience: Either party may terminate an SOW for convenience with written notice, subject to Section 6 (cancellation terms).
    • Termination for Cause: Either party may terminate if the other materially breaches and fails to cure within 10 days’ written notice.
    • Effect: On termination, you pay for all work performed, committed expenses, and any amounts due. Sections that by nature should survive (e.g., fees, IP, confidentiality, disclaimers, limitations, indemnities) will survive.

  15. Maintenance, Hosting, and Handoffs

    • Unless an SOW includes ongoing maintenance/hosting, deliverables are handed off at completion. We are not responsible for third‑party hosting, DNS, email, or platform changes after handoff.
    • We may offer separate maintenance plans with defined SLAs and response times.
    • If we bill you after you cancel, we will promptly refund any amounts paid for services not rendered.
    • If an SOW or plan includes recurring or automatically renewing services, we will: (a) clearly disclose key terms (price, frequency, renewal/cancel timing) adjacent to the checkout or acceptance action; (b) obtain express informed consent; (c) send a confirmation that includes how to cancel;

  16. Feedback

    If you send suggestions or ideas, you grant us a non‑exclusive, perpetual, irrevocable, royalty‑free license to use them without compensation or obligation.

  17. Independent Contractor

    We are an independent contractor. These Terms do not create a partnership, joint venture, or employment relationship.

  18. Force Majeure

    We are not liable for delays or failures caused by events beyond our reasonable control, including labor disputes, supply chain issues, internet outages, platform failures, or government actions.

  19. Governing Law; Venue; Dispute Resolution

    • Governing Law: Montana law governs these Terms, without regard to conflict‑of‑law rules.
    • Venue: Exclusive jurisdiction and venue lie in the state and federal courts located in Flathead County, Montana.
    • Informal Resolution; Arbitration (Optional but protective):
      • Before filing, the parties will attempt in good faith to resolve disputes within 30 days.
      • Any unresolved claim will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat will be Montana, the language English, and one arbitrator will be appointed. Judgment may be entered in any court of competent jurisdiction.
      • You and we waive class and representative actions.

  20. Notices

    • Legal notices to us: Aether Fox Studio LLC, legal@aetherfox.studio. We may provide notices to you via the email you provided or by posting on the Site.

  21. Entire Agreement; Order of Precedence

    These Terms plus any SOW constitute the entire agreement and supersede prior discussions. If there is a conflict, the SOW controls, then these Terms, then any documents incorporated by reference.

  22. Assignment

    You may not assign these Terms or an SOW without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.

  23. Severability; Waiver

    If any provision is found unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver.

  24. Changes to These Terms

    We may update these Terms from time to time. The “Last Updated” date indicates the latest revision. Continued use of the Site or services after changes means you accept the updated Terms.