Terms of Use

Effective Date: August 6, 2025

Welcome to Fraction Studio. These Terms of Service ("Terms") govern your use of the Fraction Studio website located at https://www.fraction.studio (the "Site") and any related pre-sales discussions, service engagements, or other interactions you may have with Fraction Studio LLC, an Arizona limited liability company ("Fraction Studio, "we, "our, or "us").

By accessing our Site, communicating with us, or entering into an engagement, you agree to be bound by these Terms. If you do not agree, do not use the Site or our services.

1. Pre-Sales Communications

Any proposals, estimates, strategy sessions, or other information shared with you during the pre-sales phase are non-binding and for informational purposes only unless formalized in a written and mutually executed agreement (e.g., Statement of Work or Master Services Agreement). We reserve the right to revise or revoke proposals at any time before execution.

2. Service Engagement Terms

2.1 Engagement Scope

Services are provided only in accordance with a written agreement, such as a Statement of Work ("SOW") or Master Services Agreement ("MSA"). Each SOW outlines the deliverables, timeline, and payment terms.

2.2 Client Responsibilities

Clients agree to:

• Provide timely access to necessary personnel, assets, and information
• Approve deliverables within agreed timelines
• Comply with all intellectual property laws when sharing materials
• Make payments according to the schedule defined in the applicable agreement

2.3 Payment Terms

Unless otherwise stated in an SOW or MSA:

• Invoices are due Net 30 from the date of issue
• Late payments may incur a 1.5% monthly interest fee, or the maximum rate permitted by law, whichever is lower
• Fraction Studio reserves the right to pause or terminate services for nonpayment

3. Intellectual Property Rights

Unless otherwise agreed in writing:

• Client-Owned Materials: You retain ownership of materials you provide.
• Fraction Studio Materials: We retain ownership of pre-existing tools, templates, frameworks, and intellectual property.
• Deliverables: Upon full payment, you are granted a non-exclusive, royalty-free license to use the final deliverables for internal business purposes unless otherwise stated in writing.

Any use of deliverables beyond the agreed scope (e.g., resale, sublicensing, or public redistribution) requires explicit permission and may be subject to additional fees.

4. Website Use

4.1 Permitted Use

You may browse and use the Site for lawful, informational purposes only. You agree not to:

• Attempt to breach or bypass security mechanisms
• Use scraping, bots, or other automated tools without our consent
• Impersonate another person or entity
• Upload malicious code or content

4.2 Intellectual Property

All content on the Site—including text, designs, code, graphics, trademarks, and logos—is owned or licensed by Fraction Studio and protected under U.S. copyright and trademark laws. You may not copy, distribute, or modify this content without written permission.

4.3 Third-Party Links

Our Site may link to third-party websites. We are not responsible for the content or privacy practices of these websites.

5. Disclaimers

• No Warranty: The Site and services are provided "as is" and "as available" without warranties of any kind, either express or implied.
• No Guarantee: We do not guarantee any specific business result or performance from using our services or the Site.

6. Limitation of Liability

To the fullest extent permitted by law:

• Indirect Damages: Fraction Studio shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to the use of the Site or our services—even if we were advised of the possibility.
• Liability Cap: Our total liability to you for any claim shall not exceed the total fees paid by you to Fraction Studio for services in the six (6) months preceding the event giving rise to the claim.

7. Indemnification

You agree to indemnify, defend, and hold harmless Fraction Studio, its members, employees, contractors, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of your:

• Use of the Site or our services
• Violation of these Terms
• Violation of any third party's rights, including intellectual property or privacy rights

8. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict-of-law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and both parties consent to the jurisdiction of those courts.

9. Changes to Terms

We may update these Terms at any time. Updated versions will be posted to the Site with a revised effective date. Your continued use of the Site or services after such updates constitutes your acceptance of the revised Terms.

10. Privacy

Your use of the Site is also subject to our Privacy Policy, which describes how we collect and use personal data.

11. Contact Us

Questions about these Terms may be directed to: