TERMS OF
SERVICE

These terms govern the use of the Unrealville Studio website and the services we provide to clients. Where we have signed a separate written agreement, statement of work or order form with a client, that document governs and these terms fill any gap it leaves.

"We" and "us" mean Unrealville Studio, the trading name of Samuel Moreno Mendoza, sole proprietor, of 12951 Biscayne Blvd, North Miami, Florida 33181, United States. "You" means the client, or the visitor using our website.

By engaging us or using the site, you accept these terms.

We provide brand intelligence infrastructure: strategy, brand voice design, content production and publication, e-commerce operation, advertising, automation and the systems that run them. The specific services, deliverables, timelines and fees for any engagement are set out in the applicable statement of work.

We are not open to the general public. We work with a limited portfolio of brands and associated clients, and we may decline or end an engagement at our discretion, subject to section 12.

You agree that:

• The information and materials you give us are accurate and lawful, and you have the rights necessary to give them to us.
• You have the authority to grant every access you grant us — to accounts, stores, advertising platforms, databases and mailboxes — and you have obtained any consent required from third parties, including account holders and data subjects.
• You will not ask us to produce or publish content that is unlawful, that infringes a third party's rights, or that is misleading in a way that would breach consumer protection or advertising rules in the markets where it will run.
• You will keep credentials you hold secure and tell us promptly if you believe any access has been compromised.
• You will comply with the terms of the third-party platforms on which we operate on your behalf.

You remain responsible for your business decisions. We advise; you decide.

Our services depend on platforms we do not control — among them Meta, TikTok, Google, Shopify, Klaviyo, Supabase and Vercel. Their availability, policies, pricing and algorithms may change without notice, and they may suspend or restrict accounts for reasons outside our control.

We are not responsible for the acts, omissions, outages or policy decisions of those platforms. Where such an event affects delivery, we will tell you promptly and work with you on the alternative.

Our systems use generative models to research, draft, evaluate and produce material.

Output requires review. Model output can be inaccurate, incomplete or unsuitable. Everything we produce passes an automated quality and compliance review, and content is published only after the approval step agreed for the engagement. Where you hold the approval, publication is your decision and your responsibility.

Ownership of output. Legal treatment of AI-assisted work varies by jurisdiction and is unsettled in some. We do not warrant that any individual output is capable of copyright protection.

No professional advice. Nothing we produce is legal, tax, medical, regulatory or financial advice. Where an engagement touches a regulated area — health claims, ingestible products, financial products, property administration — you are responsible for obtaining professional review before publication.

Yours stays yours. Your trademarks, existing content, product data, customer data and brand assets remain yours. You grant us a licence to use them for the sole purpose of delivering the engagement.

Deliverables. On full payment, we assign to you the ownership of the specific deliverables produced for you under a statement of work — the copy, images, video, page designs and documents made for your brand.

Our system stays ours. The infrastructure that produces those deliverables is not part of them. Our platform, pipelines, edge functions, prompt architecture, evaluation rules, calibration method, data models, tooling, know-how and the software we build to run all of it remain our exclusive property. Nothing in an engagement transfers them, and this survives termination.

Your brand voice profile. The structured profile that encodes how your brand speaks is produced for you and is exportable to you in a documented, human-readable form on request or on termination. The engine that builds and operates it is ours.

Portfolio. Unless your statement of work says otherwise, we may identify you as a client and show work we produced for you in our portfolio, after it has been published.

Fees, currency and schedule are set in the statement of work. We invoice in United States dollars for engagements in the Americas and in euros for engagements in Europe, unless agreed otherwise.

Invoices are payable within 15 days of issue. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend delivery on accounts more than 30 days overdue, after written notice.

Fees are exclusive of taxes. Third-party costs passed through to you — advertising spend, platform subscriptions, model usage, stock assets — are billed at cost unless the statement of work sets a different arrangement, and we will identify them separately.

Each of us will keep the other's non-public information confidential, use it only to perform the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no breach, that the receiving party already held, that it develops independently, or that it must disclose by law — in which case it will give notice where lawful to do so.

These obligations continue for three years after the engagement ends, and indefinitely for trade secrets.

Our handling of personal data is described in our Privacy Policy, which forms part of these terms.

Where we process personal data on your behalf, you are the controller and we are the processor. For clients established in the European Economic Area or the United Kingdom, we enter into a data processing agreement meeting the requirements of Article 28 GDPR, including the Standard Contractual Clauses for transfers to the United States. That agreement prevails over these terms in the event of conflict on data protection matters.

Access you grant us. Where you grant us access to an account, store, platform or mailbox, you confirm you are entitled to do so. Where the access concerns a mailbox, the separate written authorisation signed by the account holder governs its scope, and we will not exceed it.

We warrant that we will perform the services with reasonable skill and care, in a professional manner, and in compliance with applicable law.

Beyond that, and to the fullest extent permitted by law, the services and the website are provided "as is". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not guarantee results. We do not warrant any particular level of traffic, engagement, ranking, conversion, revenue or approval by any platform. Marketing outcomes depend on factors outside our control.

Nothing here excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

To the fullest extent permitted by law:

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, goodwill or business opportunity, however caused, even if advised of the possibility.

Our total aggregate liability arising out of or relating to the services, whether in contract, tort or otherwise, is limited to the fees you paid us in the twelve months preceding the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's breach of confidentiality, to your indemnity under section 12, or to liability that cannot lawfully be limited.

You will defend and indemnify us against third-party claims arising from: the materials and data you provide; your use of a deliverable in a way not contemplated by the statement of work; your breach of a third-party platform's terms; and any claim that you lacked the authority to grant an access you granted us, including any claim by the holder of a mailbox account.

We will defend and indemnify you against third-party claims that a deliverable we created for you, used as delivered, infringes that third party's intellectual property — excluding any claim arising from your materials, your modifications, or your combination of the deliverable with anything we did not supply.

An engagement runs for the term stated in its statement of work. Either party may terminate for convenience on 30 days' written notice, and immediately for a material breach that remains uncured 15 days after written notice.

We may suspend services immediately where continuing would breach the law or a platform's terms, where an account is more than 30 days overdue, or where we reasonably believe a security compromise is in progress.

On termination: you pay for work performed and non-cancellable commitments made up to that date; we deliver the work completed and paid for; access credentials are revoked by both sides; and within 90 days we return or delete the personal data we processed on your behalf, except where retention is legally required. Sections 6, 8, 10, 11, 12 and 14 survive.

These terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law rules. The courts of Miami-Dade County, Florida have exclusive jurisdiction, and each party consents to that venue.

Before filing, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for 30 days.

If you are a consumer resident in the European Union, this clause does not deprive you of the protection of mandatory provisions of the law of your country of residence, nor of your right to bring proceedings in the courts of that country.

These terms, together with the applicable statement of work, the Privacy Policy and any data processing agreement, are the entire agreement between us on their subject matter.

If a provision is held unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it. Neither party may assign these terms without the other's consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for failure to perform caused by events beyond its reasonable control, provided it gives notice and resumes as soon as practicable. Nothing here creates a partnership, joint venture, employment or agency relationship.

We may update these terms. Material changes take effect 30 days after we notify active clients; continued use after that date is acceptance.

Unrealville Studio 12951 Biscayne Blvd, North Miami, Florida 33181, United States legal@unrealvillestudio.com