Terms of Service

Service Description

Noctiv Studio("we," "us," or "our") provides web design, graphic design, branding, development, and creative services delivered through our website at https://noctivstudio.com and our client portal. Services include but are not limited to logo design, brand identity systems, website development, custom merchandise design, and collaborative design sessions.

These Terms of Service ("Terms") govern your access to and use of our website and services. By accessing or using our services, you agree to be bound by these Terms. If you do not agree, you must not use our services.

Account Terms

• Access to the client portal requires authentication via magic link email verification. No passwords are stored on our platform.

• Each individual must maintain only one account. Sharing account access with unauthorized individuals is prohibited.

• You are responsible for maintaining the security of your email account used for authentication. Any actions taken through your authenticated session are your responsibility.

• You must be at least 18 years of age or the age of legal majority in your jurisdiction to create an account.

• We reserve the right to suspend or terminate accounts that violate these Terms or that have been inactive for an extended period, with prior notice.

User Obligations

By using our services, you agree to:

• Provide accurate and complete information during onboarding and throughout the project lifecycle.

• Use our services only for lawful purposes and in compliance with all applicable local, state, national, and international laws.

• Respect the intellectual property rights of Noctiv Studio and third parties. You may not reproduce, distribute, or create derivative works from our designs without proper authorization.

• Not attempt to gain unauthorized access to our systems, accounts, or data.

• Not use automated tools, bots, or scrapers to access or extract data from our platform without written permission.

• Provide timely feedback and approvals to maintain agreed-upon project timelines.

Intellectual Property

• Ownership during project: All designs, code, and creative work produced by Noctiv Studio remain our intellectual property until final payment has been received in full.

• License on payment: Upon receipt of final payment, the client receives a perpetual, non-exclusive license to use the delivered work for its intended purpose as outlined in the project proposal. Full copyright transfer is available upon request and may involve additional fees.

• Showcase rights: We retain the right to display completed work in our portfolio and marketing materials. If you require confidentiality, you may opt out of portfolio showcasing by notifying us in writing before project completion. Showcase consent is tracked in our project management system.

• Third-party assets: Any stock images, fonts, or third-party assets used in your project are licensed separately. We will provide documentation of all third-party licenses included in your deliverables.

• Platform IP: The Noctiv Studio platform, including its design, code, features, and content (excluding client-submitted materials), is and remains our exclusive property.

Payment Terms

• All payments are processed securely through Stripe. We do not handle or store your payment card information directly.

• Payment schedules, amounts, and milestones are defined in the individual project proposal provided before work begins. Both parties must agree to the proposal terms before the project commences.

• Invoices are issued through the client portal and via email. Standard payment terms are net 15 days from the invoice date unless otherwise specified in the project proposal.

• Late payments may result in project work being paused until the outstanding balance is resolved. Accounts overdue by more than 30 days may incur a late fee of 1.5% per month on the outstanding balance, as permitted by applicable law.

• File downloads and final deliverables may be gated behind payment completion, as specified in the project agreement.

Limitation of Liability

• Our services are provided for the creation of custom design and development work as described in individual project proposals. We make no guarantees regarding specific business outcomes, revenue increases, or search engine rankings resulting from our work.

• To the maximum extent permitted by applicable law, our total liability for any claim arising out of or relating to these Terms or our services shall not exceed the total fees paid by you to Noctiv Studio for the specific project giving rise to the claim.

• In no event shall Noctiv Studio be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, regardless of whether we were advised of the possibility of such damages.

• We are not responsible for delays or failures in performance caused by circumstances beyond our reasonable control, including natural disasters, internet outages, or third-party service disruptions.

Dispute Resolution

• Good faith negotiation: In the event of any dispute arising from these Terms or our services, both parties agree to first attempt resolution through good faith negotiation for a period of at least 30 days.

• Binding arbitration: If negotiation fails, the dispute shall be resolved through binding arbitration administered by a mutually agreed-upon arbitration service. The arbitration shall be conducted in the state of Illinois, United States, and the language of arbitration shall be English.

• Governing law: These Terms shall be governed by and construed in accordance with the laws of the state of Illinois, United States, without regard to its conflict of law provisions.

• Class action waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Session Recording and Transcription

• Our platform includes the ability to conduct live collaborative design sessions with audio and video recording capabilities.

• Recording will not begin until explicit consent has been obtained from all participants in the session. Consent is requested through the platform interface before recording activates.

• Recordings and their automated transcriptions are stored securely and used solely for project reference, meeting notes, and quality assurance purposes.

• Either party may request deletion of a specific session recording at any time. Deletion requests will be fulfilled within 30 days.

• Session recordings are automatically deleted within 90 days of project completion unless otherwise agreed in writing.

Termination

• Client termination: You may terminate your engagement with us at any time by providing written notice. Fees for work already completed up to the termination date remain payable.

• Studio termination: We may terminate or suspend services if you breach these Terms, fail to make timely payments after reasonable notice, or engage in conduct that is harmful to our business or other clients.

• Data export: Upon termination, you may request an export of your project data and files within 30 days. After this period, we may delete your data in accordance with our retention policy.

• Survival: Sections regarding intellectual property, limitation of liability, dispute resolution, and payment obligations survive termination of these Terms.

Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, for active clients, provide notice via email at least 14 days before the changes take effect. Your continued use of our services after the effective date constitutes acceptance of the revised Terms.

Contact

If you have any questions about these Terms, contact us at: