1. Definitions

• “Agreement” means these Terms together with the applicable SOW.

• “Customer” means the person or entity for whom Stak Studio performs the Services.

• “Customer Property” means tangible personal property owned by Customer that is (i) stored by Stak Studio under a SOW, or (ii) furnished by Customer for use in connection with the Services or creation of Deliverables.

• "Customer-Furnished Content" means artwork, graphics, logos, trademarks, trade dress, messaging, designs, specifications, or other materials furnished, specified, or directed by Customer. Customer-Furnished Content may also constitute Customer Property.

• “Deliverable” means any tangible or intangible work product created or assembled by Stak Studio as part of the Services.

• “Fees” means the fees and charges payable to Stak Studio for the Services.

• “Parties” means Stak Studio and Customer.

• “Personnel” means employees or independent contractors engaged by Stak Studio.

• “Product” means a Deliverable that consists of tangible personal property.

• “Section” means a section of these Terms.

• “Services” means the services described in the SOW and any related services.

• “SOW” means a written proposal, estimate, statement of work, or similar document describing the Services, executed by both Parties.

• “Specifications” means the specifications for a Deliverable expressly set forth in the SOW. If no specifications are included, no Specifications apply.
  

2. Exclusive Terms

The Agreement constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior or contemporaneous proposals, communications, or agreements, whether oral or written, relating to the Services. Confidentiality or non-disclosure agreements between the Parties remain unaffected.

No modification of the Agreement will be binding unless in writing and signed by both Parties. No purchase order or other document issued by Customer shall modify or supplement the Agreement, and all such additional or conflicting terms are expressly rejected.

If there is a conflict between these Terms and a SOW, these Terms shall control unless the SOW expressly states otherwise.

3. Performance of Services

Stak Studio shall perform the Services in accordance with the Agreement and applicable professional standards.

4. Fees, Expenses, and Payment Terms

Fees shall be as set forth in the applicable SOW or, if not specified, at Stak Studio’s then-current rates.

• Deposits and progress payments shall be paid as specified in the SOW and are non-refundable unless expressly stated otherwise.

• Periodic or retainer-based fees shall be paid in advance.

• All other invoices are due upon receipt or within thirty (30) days, as stated on the invoice.
  
  

Fees exclude all applicable sales, use, value-added, or similar taxes, which shall be the responsibility of Customer. Customer shall reimburse Stak Studio for reasonable out-of-pocket expenses incurred in connection with the Services.

Late Payments. Any past-due amounts shall accrue interest at the rate of five percent (5%) per month or the maximum rate permitted under California law, whichever is less. Customer shall be responsible for all reasonable costs of collection.

Invoice Disputes. If Customer disputes an invoice in good faith, Customer must provide written notice describing the dispute in reasonable detail prior to the payment due date. The Parties shall use commercially reasonable efforts to resolve the dispute within thirty (30) days.

Tariff Adjustment. Estimates are based on tariffs, duties, and trade regulations in effect at the time of estimation. Any new or increased tariffs, duties, or import fees imposed after execution of a SOW may result in an equitable adjustment to pricing, which shall be the responsibility of Customer.

Project Suspension and Cancellation. If Customer suspends or cancels a project for convenience, Customer shall pay for all Services performed, Deliverables produced, materials ordered, and non-cancelable commitments incurred through the effective date of suspension or cancellation, plus a reasonable wind-down fee if applicable.

5. Deliverables, Portfolio Use, and Risk of Loss

Deliverables shall be provided in accordance with the applicable SOW. Products shall be deemed delivered when made available for shipment at Stak Studio’s designated shipping point or made available for installation, as applicable.

Unless otherwise stated in the SOW, transportation may be arranged by Stak Studio through third-party carriers, with related costs billed to Customer. Title and risk of loss shall pass to Customer upon delivery to the carrier or site, as applicable. Stak Studio shall not be liable for carrier delays, loss, or damage in transit; provided that the foregoing shall not limit Stak Studio's responsibility for damage attributable to Stak Studio's packing or crating.

Stak Studio will photograph Deliverables in their packed or crated condition prior to shipment and will provide such documentation to Customer upon request. Such documentation is limited to the condition of Deliverables as packed and does not require assembly, staging, or finished-state photography. Failure to capture any particular image shall not constitute a breach of the Agreement. Upon Customer's request, Stak Studio shall assign to Customer any claim rights against the carrier and provide reasonable assistance in pursuing such claims. Stak Studio will provide shipment information reasonably necessary to support any additional freight insurance Customer elects to carry at its own cost.

Portfolio and Marketing Use. Unless expressly prohibited in writing, Stak Studio may photograph, video, describe, and display completed or installed Deliverables for its portfolio, website, proposals, case studies, social media, award submissions, and other marketing or promotional purposes. Confidential information will not be disclosed.

6. Customer Property

Customer represents that it owns all Customer Property. Customer Property may be stored with property of others, provided it is reasonably identified.

Except for loss caused by Stak Studio’s negligence or willful misconduct, all risk of loss or damage to Customer Property shall remain solely with Customer. Stak Studio does not insure Customer Property.

Any liability of Stak Studio for loss or damage shall be limited to the fair market value of the Customer Property, except that this limitation shall not apply to loss caused by Stak Studio's gross negligence or willful misconduct.

Customer acknowledges that these risk allocations are reflected in the Fees and agrees to maintain appropriate insurance and waive all rights of subrogation.

7. Limited Warranty

Stak Studio warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and that Deliverables will materially conform to the applicable Specifications, if any.

Warranty claims must be submitted in writing within ninety (90) days following the earlier of (a) completion of the applicable Services or (b) delivery of the applicable Deliverable to the initial destination specified in the SOW; provided that in no event shall the warranty period extend beyond one hundred twenty (120) days following shipment from Stak Studio’s facility.

As Customer’s sole and exclusive remedy, and Stak Studio’s sole obligation, Stak Studio shall, at its option, (i) reperform the nonconforming Services, (ii) repair or replace the nonconforming Deliverable, or (iii) refund the Fees paid for the deficient portion of the Services or Deliverable if Stak Studio is unable to reperform, repair, or replace.

This warranty is exclusive and in lieu of all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, except as expressly set forth below.

Intellectual Property and Title. Stak Studio warrants that (a) with respect to Deliverables sold to Customer, Stak Studio will convey good title, free of any security interest, lien, or encumbrance created by Stak Studio; (b) with respect to Deliverables rented to Customer, Stak Studio has the right to rent the same and Customer's quiet possession and use will not be disturbed by Stak Studio or by any party claiming through Stak Studio during the applicable rental term; and (c) Deliverables, to the extent originated by Stak Studio and excluding Customer-Furnished Content, do not knowingly infringe the intellectual property rights of any third party. Stak Studio makes no representation or warranty with respect to Customer-Furnished Content.

Customer-Furnished Content. Customer represents and warrants that it owns or holds all rights necessary to the Customer-Furnished Content, and that Stak Studio's reproduction, fabrication, installation, and portfolio display thereof will not infringe or misappropriate the rights of any third party. Customer shall defend, indemnify, and hold harmless Stak Studio and its Personnel from any claim, damage, or expense arising from Customer-Furnished Content.

The limitations and exclusions set forth in Section 10 (Limitation of Damages) are independent of the remedies set forth in this Section 7, shall be given effect notwithstanding any failure of the exclusive remedy provided herein of its essential purpose, and shall survive.

Experiential & Environmental Conditions. Customer acknowledges that experiential installations, custom fabrications, and temporary or semi-permanent environments are subject to environmental conditions, site constraints, and material tolerances. Proper environmental controls must be maintained. Material behaviors such as cracking, warping, cupping, seam visibility, or finish variation may occur due to environmental conditions, substrate movement, or site conditions and are not considered defects unless expressly stated in the Specifications. Laminates with cutouts or inside corners require seams, and painted components require reveals at substrate seams, unless otherwise approved in writing.

Failure to comply with installation guidelines, unauthorized modifications, client-directed deviations, or improper environmental conditions will void this warranty as to the affected Deliverable or component, and only to the extent the nonconformity is attributable thereto. Where such noncompliance, modification, deviation, or condition materially impairs Stak Studio’s ability to reasonably determine the cause of the nonconformity, the warranty shall not apply to that Deliverable or component. Stak Studio shall provide Customer written notice and a reasonable opportunity to inspect prior to any determination under the preceding sentence, and shall bear the burden of demonstrating such material impairment. Unauthorized modification to any structural, load-bearing, rigging, or electrical element voids this warranty as to the entire affected structure. Customer shall provide written notice and a reasonable opportunity for Stak Studio to inspect prior to any repair, alteration, or removal; failure to do so voids the warranty as to the affected Deliverable. For the avoidance of doubt, a nonconformity attributable to Stak Studio's workmanship rather than to the deviation itself remains subject to this Section 7 notwithstanding Stak Studio’s acceptance or implementation of a client-directed deviation.

8. Termination

Either Party may terminate the Agreement for material breach not cured within ten (10) days for non-payment or thirty (30) days for other breaches. Provisions that by their nature should survive shall survive termination.

9. Force Majeure

Neither Party shall be liable for failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, or civil unrest.

10. Limitation of Damages

To the maximum extent permitted by California law, neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, business opportunity, or goodwill, arising out of or relating to the Agreement or the Services, regardless of the theory of liability and whether such damages were foreseeable.

The foregoing limitation shall not apply to either Party's indemnification obligations under the Agreement.

11. Non-Solicitation

During the term of the Agreement and for twelve (12) months thereafter, neither Party shall solicit or hire the other’s employees, except through general public solicitations.

12. Scope of Services; No Professional Advice

Stak Studio provides recommendations only and does not make decisions on Customer’s behalf. Services do not include legal, tax, accounting, or risk management advice.

13. Attorneys’ Fees

Subject to Section 16 (Dispute Resolution and Arbitration), the prevailing Party in any arbitration or court proceeding permitted under the Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

14. Assignment

Neither Party may assign the Agreement without prior written consent, not unreasonably withheld. The Agreement binds permitted successors and assigns.

15. General Provisions

The Parties are independent contractors, and nothing in the Agreement creates any partnership, joint venture, agency, or fiduciary relationship. Headings are for convenience only and do not affect interpretation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No failure or delay in enforcing any right shall operate as a waiver. Any waiver must be in writing and shall apply only to the specific instance identified.

Notices shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail to the addresses set forth in the applicable SOW, or to such other address as a Party may designate by written notice.

The Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

Online Terms. These Terms may be posted on a non-publicly promoted page of Stak Studio’s website and incorporated by reference into proposals, estimates, and SOWs via hyperlink. Access to the page may be provided solely in connection with a proposal or engagement. Customer’s execution of a SOW, approval of a proposal containing the link, or engagement of Services constitutes acceptance of the then-current version of these Terms.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

16. Dispute Resolution and Binding Arbitration

Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or the relationship of the Parties shall be resolved exclusively by final and binding arbitration, rather than in court, except that either Party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property or confidential information.

Arbitration Rules and Venue. Arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in California, unless the Parties mutually agree otherwise.

Arbitrator Authority. The arbitrator shall have exclusive authority to resolve all disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, and may award any relief available under applicable law, except that the arbitrator may not award punitive damages except to the extent expressly permitted by statute.

Class Action Waiver. The Parties agree that arbitration shall be conducted on an individual basis only, and not in a class, collective, or representative action.

Confidentiality. The arbitration proceedings and any award shall be confidential, except as necessary to enforce the award or as required by law.

Survival. This arbitration provision shall survive termination of the Agreement.

END OF TERMS****