Please read these terms carefully. By engaging Surefire Studios (“Surefire”, “we”, “us”), accepting a proposal, paying a deposit or invoice, or using this website, you (“Client”, “you”) agree to these Terms.
1. Agreement and precedence
These Terms apply to all work we perform. A signed proposal, statement of work, quote or order confirmation (each an “SOW”) describes the specific deliverables. Where an SOW conflicts with these Terms, the SOW governs for that project only. Terms printed on a client purchase order or vendor portal do not apply unless we accept them in writing.
2. Scope of work
We will perform the services described in the SOW. Anything not expressly listed is out of scope. This includes, without limitation: content writing, data entry or migration, photography, translation, third-party integrations, accessibility remediation beyond what is specified, ongoing maintenance, and support after delivery.
Additional or changed work requires a written change order and is billed at our then-current rates. We are not obliged to begin out-of-scope work before a change order is approved.
3. Fees, deposits and payment
- Project work generally requires a deposit before work begins. Deposits are non-refundable and compensate us for reserving capacity and commencing work.
- Invoices are due on the terms stated on the invoice. Unless stated otherwise, payment is due on receipt.
- Overdue balances accrue interest at 1.5% per month, or the maximum permitted by California law if lower, plus reasonable costs of collection including attorneys’ fees.
- We may suspend work, withhold deliverables and disable access to work product while any amount is overdue. Timelines extend accordingly and we are not liable for resulting delay.
- Quoted fees exclude taxes, third-party costs and disbursements, which are your responsibility.
4. Intellectual property and ownership
Ownership of deliverables transfers to you only upon receipt of payment in full. Until then, all work product remains our exclusive property and any use of it is unlicensed.
On full payment, we assign to you the rights in the final deliverables produced specifically for you under the SOW.
We retain ownership of, and you receive no rights in:
- Our pre-existing materials, know-how, methods, source files, working files and internal documentation.
- Tools, frameworks, libraries, code components, design systems and templates we develop or maintain for general use. Where these are embedded in a deliverable, we grant you a perpetual, non-exclusive, non-transferable license to use them as part of that deliverable only.
- Concepts, drafts, alternate directions and unused proposals, which remain ours.
Unless the SOW says otherwise, deliverables are licensed for the use described in the SOW. Resale, redistribution, sublicensing or use as a template or product for third parties requires a separate written license.
5. Third-party assets and licenses
Projects may require fonts, stock imagery, plugins, themes, APIs or hosting supplied by third parties. Licenses for these are your responsibility and at your cost, and are governed by the third party’s terms, not ours. Where we procure them on your behalf we do so as your agent and pass through the cost. We do not warrant the continued availability, pricing or performance of any third-party asset or service.
6. Materials you supply, and indemnity
You are responsible for the accuracy, legality and licensing of everything you give us — copy, images, logos, fonts, data, trademarks and any other material. You warrant that you own or are licensed to use it and that our use of it as directed will not infringe any third-party right or breach any law.
You agree to indemnify, defend and hold harmless Surefire and its personnel and subcontractors from any claim, damages, loss, liability, fine or expense (including reasonable attorneys’ fees) arising from materials you supply, from your use of the deliverables, from your instructions, or from your breach of these Terms.
7. Review, approval and acceptance
The SOW states the number of revision rounds included. Revisions beyond that, or requests that change agreed direction or scope, are billed additionally.
You must review deliverables promptly. Deliverables are deemed accepted if you do not provide written objection within ten (10) business days of delivery, or on any public use of them, whichever is earlier. You are responsible for final proofreading and approval; we are not liable for errors in material you approved.
8. Your responsibilities, and project delay
You agree to provide materials, feedback, approvals, access and credentials promptly, and to nominate a single person authorised to approve work. Timelines assume timely responses.
If a project is inactive for thirty (30) days due to your delay, we may treat it as suspended, invoice for work completed to date, release reserved capacity, and charge a restart fee to resume. If inactive for ninety (90) days we may treat the project as canceled under clause 12.
9. Portfolio and credit
We may display the work, including screenshots, process material and your name and logo, in our portfolio, case studies, social media, award submissions and marketing, and may describe our role. If you need this delayed or withheld, tell us in writing before the work begins and we will agree a reasonable embargo or exclusion.
10. Warranties and disclaimers
We will perform services with reasonable skill and care consistent with professional standards.
Except as expressly stated, all deliverables and services are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.
In particular, we do not warrant or guarantee:
- Any search ranking, traffic, conversion rate, engagement, revenue or commercial outcome.
- That software or a website will be uninterrupted, error-free, or free of all defects.
- Compatibility with browsers, devices, platforms or assistive technologies beyond those named in the SOW, or with versions released after delivery.
- The performance, security, availability or continued existence of third-party services, hosting, platforms, plugins or APIs.
- That deliverables meet any regulatory, accessibility or industry standard unless that standard is named in the SOW as a deliverable.
Where a defect in our work is reported in writing within thirty (30) days of delivery, we will correct it at no charge. That correction is your exclusive remedy. It does not cover changes caused by you or a third party, third-party updates, hosting or platform changes, or content edits made after delivery.
11. Limitation of liability
To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the services, whether in contract, tort (including negligence) or otherwise, will not exceed the total fees actually paid by you to us for the specific project giving rise to the claim.
We are not liable for indirect, incidental, special, consequential, punitive or exemplary damages, nor for loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data, even if advised such loss was possible.
You are responsible for maintaining your own backups and for the security of your accounts, credentials and hosting. We are not liable for data loss, downtime, breach, defacement or damage arising from your systems, your hosting, third-party services, or work performed on the deliverables by anyone other than us.
Nothing in these Terms excludes liability that cannot lawfully be excluded.
12. Termination and cancellation
Either party may terminate an engagement on written notice. On termination for any reason:
- You must pay for all work performed and all costs committed up to termination.
- Deposits and payments already made are non-refundable.
- Ownership does not transfer for any deliverable not paid in full, and you must cease use of unpaid work product.
We may terminate immediately and without liability for non-payment, abusive or unlawful conduct, or a request that would require us to infringe a third-party right or breach a law.
13. Subscription and retainer plans
Plan fees are billed in advance for the stated period and are non-refundable. Plans may be paused or canceled with written notice effective at the end of the current billing period; we do not pro-rate part-periods. Unused capacity does not roll over or accrue. Requests are worked sequentially and we reasonably prioritize between them. “Unlimited” refers to the number of requests you may submit, not to simultaneous or instantaneous delivery.
14. Print and production
Printed work is produced by third-party facilities. You are responsible for approving the final proof; we are not liable for errors present in an approved proof. Reasonable variation in color, trim, finish and stock is inherent to printing and is not a defect, and color on screen will not match printed output exactly. Quantities may vary by industry-standard over- or under-run, billed accordingly. Print pricing excludes design, taxes and shipping, and is subject to change. Production timelines are estimates and begin on proof approval.
15. Confidentiality
Each party will protect the other’s non-public information disclosed in connection with the work and use it only to perform or receive the services. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law. We may use general knowledge, skills and experience gained during the engagement.
16. Independent contractor and subcontracting
We act as an independent contractor. Nothing creates an employment, partnership, joint venture or agency relationship. We may engage subcontractors and remain responsible for work they perform under the SOW.
17. Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, fire, war, civil unrest, epidemic, labor dispute, utility or internet failure, cyberattack, or act of government or third-party provider.
18. Governing law and disputes
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute informally and in good faith. Failing that, the dispute will be resolved by binding arbitration in Los Angeles County, California, administered under the rules of a recognized arbitration body, and judgment may be entered on the award. Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information. Any claim must be brought within one (1) year of the event giving rise to it. Disputes are resolved individually; class or representative proceedings are waived to the extent permitted by law.
19. General
If any provision is held unenforceable, the rest remains in force and the provision is modified to the minimum extent necessary. Failure to enforce a right is not a waiver of it. You may not assign an engagement without our written consent. These Terms and the applicable SOW are the entire agreement and supersede prior discussions. We may update these Terms; the version in effect when your SOW is accepted governs that project. Clauses that by their nature should survive termination do so, including ownership, indemnity, disclaimers, liability limits and governing law.
20. Contact
Questions about these Terms: hello@surefirestudios.io or 818-919-9497. Surefire Studios, Los Angeles, California.