Terms of Service

1. Acceptance of Terms

Welcome to Next Page Studios. These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client", "User", "you") and Next Page Studios ("Studio", "we", "us", or "our"), concerning your access to and use of our website, as well as any related software development, AI engineering, design, and consulting services (collectively, the "Services").

By accessing the Site or engaging our Services, you agree that you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

2. Description of Services

Next Page Studios provides a range of digital services including, but not limited to:

• AI Engineering: Development of custom Large Language Models (LLMs), Retrieval-Augmented Generation (RAG) pipelines, and intelligent AI agents.
• Software Development: Full-stack web and mobile application development using modern frameworks (React, Next.js, Node.js).
• Product Design: UI/UX design, prototyping, and the creation of comprehensive design systems.
• Data & Analytics: ETL pipeline creation, data warehousing, and business intelligence dashboarding.
• Consulting: Technical auditing, architectural strategy, and team enablement.

Any modifications, enhancements, or new features added to the current Services shall also be subject to these Terms.

3. Intellectual Property Rights

A. Pre-existing Intellectual Property

The Studio retains all rights, title, and interest in any tools, libraries, frameworks, algorithms, and methodologies (collectively, "Background Technology") that were developed by the Studio prior to the commencement of any Client project. Clients are granted a non-exclusive, non-transferable license to use this Background Technology only as integrated into the final deliverables.

B. Deliverables and Client IP

Upon full and final payment of all applicable fees, the Studio assigns and transfers to the Client all rights, title, and interest in the specific, custom deliverables created exclusively for the Client ("Custom Deliverables"), excluding the Background Technology. All client-provided data, logos, and proprietary materials remain the sole property of the Client.

4. Client Responsibilities

To ensure the successful delivery of Services, the Client agrees to:

• Provide timely access to necessary data, APIs, servers, and third-party accounts required for the project.
• Ensure that all data provided to the Studio is legally obtained and complies with all applicable privacy laws (e.g., GDPR, CCPA).
• Respond to requests for feedback, approvals, and testing within the agreed-upon timeframes specified in the Project Statement of Work (SoW).

Failure to meet these responsibilities may result in project delays or additional billing for extended timelines.

5. Prohibited Activities

You may not access or use our Site or Services for any purpose other than that for which we make them available. Specifically, you agree not to:

• Use our Services to engineer AI models intended for malicious purposes, including deepfakes, automated phishing, spam, or unauthorized surveillance.
• Attempt to bypass, disable, or interfere with security-related features of our deliverables or our Site.
• Reverse engineer, decompile, or disassemble any proprietary Studio software or Background Technology.
• Upload or transmit viruses, Trojan horses, or any other material that interferes with the uninterrupted use of our Services.

6. Payment Terms and Subscriptions

All fees for Services will be outlined in a formal Statement of Work (SoW) or Master Services Agreement (MSA) signed by both parties prior to the commencement of work.

• Invoicing: Invoices will be issued according to the milestones defined in the SoW. Standard payment terms are Net-15 days from the date of the invoice unless otherwise stated.
• Late Fees: Outstanding balances beyond the due date may incur a late fee of 1.5% per month or the maximum permitted by law, whichever is lower.
• Taxes: The Client is responsible for all applicable taxes related to the Services, excluding taxes based on the Studio's net income.

7. Confidentiality and Non-Disclosure

Both parties agree to treat all non-public information, proprietary data, business plans, algorithms, and technical architectures shared during the engagement as strictly confidential ("Confidential Information").

Confidential Information shall not be disclosed to any third party without prior written consent, except to employees, contractors, or legal advisors who have a strict need to know and are bound by similar confidentiality obligations. This obligation survives the termination of these Terms.

8. Disclaimer of Warranties

THE SERVICES AND SITE ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. NEXT PAGE STUDIOS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Specifically regarding Artificial Intelligence: Due to the probabilistic and non-deterministic nature of machine learning models, the Studio does not warrant that AI functionalities will be 100% accurate, error-free, or devoid of hallucinations. Clients are advised to implement human-in-the-loop (HITL) review processes for critical decision-making systems.

9. Limitation of Liability

IN NO EVENT WILL NEXT PAGE STUDIOS, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the total amount paid, if any, by you to us for the Services during the six (6) month period prior to any cause of action arising.

10. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

• Your use of the Services;
• Your breach of these Terms;
• Any breach of your representations and warranties set forth in these Terms;
• Your violation of the rights of a third party, including intellectual property rights.

11. Term and Termination

These Terms shall remain in full force and effect while you use the Site or Services. For consulting and development engagements, either party may terminate the agreement with a 30-day written notice, subject to the payment of all Services rendered up to the effective date of termination.

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

12. Governing Law and Dispute Resolution

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Any legal action or proceeding related to your access to or use of the Services shall be instituted in a state or federal court in San Francisco, California.

13. Modifications to Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Site or Services after revised Terms are posted implies your acceptance of the changes.

14. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact our legal department at:

Next Page Studios
Email: legal@nxtpagestudios.com
Address: 3415 MCLAUGHLIN AVE, APT 107, LOS ANGELES, CA, 90066