Terms and Conditions

1. Introduction

Welcome to the website of Rekode Studios ("Agency"). These Terms and Conditions ("Agreement") govern your access to and use of our website, digital services, and related platforms, including all content, features, and functionalities offered ("Services").

By accessing our website or using any of the Services provided by Rekode Studios, you ("User" or "Client") agree to comply with and be bound by these Terms and Conditions. If you do not agree to these Terms, please do not use our website or services.

Rekode Studios reserves the right to modify these Terms and Conditions at any time. Any modifications will be posted on this page with a new "Effective Date" noted. Continued use of the website or services following any changes will constitute your acceptance of the revised Terms and Conditions.

2. Acceptance of Terms

By accessing or using the website or services provided by Rekode Studios, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions, along with any policies referenced herein. This Agreement applies to all users, including but not limited to visitors, clients, and anyone who accesses or interacts with our website or services.

If you do not agree to any of the terms outlined in this Agreement, you are required to immediately discontinue use of the website and any associated services.

By continuing to access or use our website or services after changes to these Terms have been posted, you indicate your acceptance of those changes. Rekode Studios reserves the right to update or modify these Terms at any time without prior notice. It is your responsibility to review these Terms periodically to ensure awareness of any modifications. If you do not agree with any amendments or updates, you must stop using the website and services immediately.

You acknowledge that Rekode Studios may take any actions necessary to enforce compliance with these Terms, including but not limited to suspending or terminating access to the website or services, if you violate any provision of this Agreement.

3. Services Overview

Rekode Studios provides a wide range of digital services, including but not limited to Branding, Web Development, User Experience (UX) Design, Search Engine Optimization (SEO), and other related digital services ("Services"). Each service is tailored to meet the unique needs of our clients, with the specific scope of work outlined in individual agreements or contracts.

While we strive to deliver high-quality results that align with our clients’ goals, and it is often the case that the Services we provide lead to successful outcomes such as increased traffic, improved search engine rankings, or enhanced user engagement, we cannot guarantee these results. Achieving specific outcomes depends on various external factors beyond our control, such as market conditions, search engine algorithms, and user behavior.

Rekode Studios reserves the right to modify or discontinue any Services at any time without prior notice. In such cases, we will make reasonable efforts to notify affected clients and provide alternative solutions where possible.

Any third-party integrations or platforms that may be utilized in the course of delivering our Services (such as Webflow, Shopify, WordPress, MailChimp, or Zapier) are subject to their respective terms and conditions. These integrations are common practice in the digital services industry to enhance functionality, and Rekode Studios is not responsible for the availability, functionality, or performance of these third-party services.

The details of each project, including deliverables, timelines, and fees, will be outlined in a separate agreement. Clients are responsible for providing all necessary information and materials in a timely manner. Delays in providing these materials may result in project delays or additional charges.

4. Use of Third-Party Platforms

By engaging our Services, you acknowledge and agree that:

4.1. Responsibility

Rekode Studios is not responsible for the availability, functionality, or performance of third-party platforms, nor for any interruptions or issues that may arise from their use. Any downtime, errors, or performance issues related to third-party platforms are beyond Rekode Studios' control, and we cannot be held liable for any associated losses or damages.

4.2. Third-Party Terms

Your use of third-party platforms is subject to their respective terms and conditions, privacy policies, and usage guidelines. It is your responsibility to review and comply with those terms. Rekode Studios provides guidance as necessary but is not responsible for any breach of third-party agreements.

4.3. Licensing and Account Responsibility

In cases where specific platforms or tools require licenses or account creation (such as subscriptions to Shopify or Webflow), you are responsible for purchasing and maintaining those licenses. You agree to provide any necessary access credentials to Rekode Studios for the purposes of service delivery. Rekode Studios is not responsible for any data or security issues arising from your account management practices.

4.4. Service Changes

If a third-party platform modifies its terms of service, discontinues certain features, or becomes otherwise unavailable, Rekode Studios will make reasonable efforts to inform you of such changes and provide alternative solutions. These changes may require adjustments to the project scope, timeline, or costs. Significant changes affecting deliverables or workflow will be communicated, and additional fees may apply.

4.5. No Warranties or Guarantees

Rekode Studios does not guarantee the ongoing availability, security, or performance of any third-party platform, nor do we warrant that third-party tools will be free of defects, bugs, or vulnerabilities. We do not assume responsibility for damages or losses resulting from third-party platform service outages, cyber-attacks, or security incidents.

4.6. Indemnification

You agree to indemnify and hold Rekode Studios harmless against any claims, damages, liabilities, or expenses (including legal fees) arising from your use or misuse of third-party platforms, including but not limited to failure to comply with the terms and conditions of those platforms, misuse of data, or failure to maintain security protocols.

4.7. Service Transition

In the event that a third-party platform becomes unsuitable or is discontinued during the project, Rekode Studios will propose an alternative platform to continue service delivery. Transitioning to a new platform may require additional setup or configuration, which could result in extended timelines and additional costs, for which you will be responsible.

5. Intellectual Property Rights

All materials, content, and assets created by Rekode Studios during the course of providing Services, including but not limited to designs, graphics, code, text, visual content, and documentation ("Deliverables"), are protected by intellectual property laws and remain the property of Rekode Studios until full payment has been received.

5.1. Ownership of Deliverables

Upon full payment for Services, ownership of the final Deliverables will be transferred to the Client, granting them rights to use the materials as outlined in the project agreement. However, this transfer of ownership applies only to the specific project deliverables created by Rekode Studios and does not extend to:

• Any tools, frameworks, software, or code libraries used in the creation of the Deliverables.
• Third-party assets, including but not limited to licensed fonts, plugins, or external libraries, which may be governed by their own licensing agreements and will remain the property of their respective owners.

5.2. Rekode Studios' Rights to Use Deliverables

Rekode Studios reserves the right to retain and showcase all work produced during the project for promotional purposes, including portfolios, case studies, and marketing materials, unless otherwise agreed upon in writing. This right extends even after ownership of the Deliverables is transferred to the Client.

5.3. Moral Rights

Rekode Studios retains the moral rights to the Deliverables, including the right to attribution as the creator of the work. The Client agrees not to make any modifications to the Deliverables that may harm or distort the integrity of the work without prior written consent from Rekode Studios.

5.4. Scope of License

For any work not fully transferred under the terms of this Agreement, Rekode Studios grants the Client a non-exclusive, non-transferable license to use the Deliverables solely for the purposes outlined in the project scope.

5.5. Client Responsibilities

The Client is responsible for ensuring that any materials or content they provide to Rekode Studios for use in the project do not infringe on any third-party intellectual property rights. The Client will indemnify and hold Rekode Studios harmless from any claims, damages, or legal actions that arise as a result of using such materials.

5.6. Licensing of Third-Party Tools and Assets

If the project involves the use of third-party tools, software, or licensed assets (such as fonts, plugins, or imagery), the Client is responsible for adhering to the terms of those licenses. Rekode Studios will not be held liable for any misuse of third-party assets beyond the scope permitted by their respective licenses.

5.7. Work-for-Hire Distinction

Unless expressly stated otherwise in the project agreement, all Deliverables created by Rekode Studios are not to be considered "work-for-hire." Ownership of all intellectual property rights will remain with Rekode Studios until full payment is received.

5.8. Transfer of Rights on Termination

In the event of project termination prior to completion, any work completed by Rekode Studios up to the point of termination will remain the property of Rekode Studios until payment for that portion of the work is received. Upon payment, a limited right to use the completed work will be granted to the Client as per the terms agreed prior to termination.

5.9. Limitations on Use

Unless expressly authorized in writing by Rekode Studios, the Client may not:

• Reproduce, distribute, or sell the Deliverables in any form beyond what is outlined in the project agreement.
• Claim ownership of the underlying intellectual property that belongs to Rekode Studios, including methodologies, techniques, or proprietary tools used during the project.

5.10. Jurisdiction for Intellectual Property Disputes

Any disputes concerning intellectual property rights will be governed by the laws of British Columbia, Canada, and the parties agree to submit to the exclusive jurisdiction of its courts.

6. Data Collection and Privacy

Rekode Studios is committed to protecting the privacy of all users and clients. This section explains how we collect, use, store, and protect any personal data provided by users when they access our website or engage our Services. We comply with applicable data protection regulations, including GDPR (EU), PIPEDA (Canada), and CCPA (USA, where applicable).

6.1. Data Collection

We may collect various types of personal data from users and clients in the course of providing our Services, including but not limited to:

• Contact Information: Such as name, email address, phone number, and mailing address.
• Website Usage Data: Such as IP addresses, browser types, geographic locations, and browsing activity, collected via cookies and analytics tools like Google Analytics.
• Project-Related Information: Such as business information, content, and assets needed to complete projects.

We handle all data in compliance with applicable data protection regulations, including GDPR for users in the EU, PIPEDA for users in Canada, and CCPA for users in the USA.

6.2. Use of Collected Data

The data we collect may be used for the following purposes:

• To provide, maintain, and improve our Services.
• To communicate with you regarding project updates, deliverables, or service offerings.
• To analyze website traffic and optimize user experience through tools like Google Analytics.
• To comply with legal obligations or respond to lawful requests from regulatory authorities.

We do not sell or share personal information with third parties for marketing purposes without your explicit consent.

6.3. Cookies and Tracking Technologies

Rekode Studios uses cookies and other tracking technologies to collect website usage data and enhance your browsing experience. Cookies are small files stored on your device that help us recognize you when you return to our site.

• Types of Cookies Used: We use both session cookies (which expire when you close your browser) and persistent cookies (which remain on your device until deleted).
• Managing Cookies: Users can manage their cookie preferences via their browser settings. Disabling cookies may limit certain functionality on our website.

For more details on our use of cookies, please review our Cookie Policy.

6.4. Security of Your Data

Rekode Studios takes reasonable measures to protect the personal data we collect from unauthorized access, disclosure, alteration, or destruction. These measures include data encryption, secure access protocols, and internal audits of our data handling practices.

However, no system is completely secure, and we cannot guarantee the absolute security of your data. You are responsible for maintaining the security of any accounts or credentials that you use to access third-party platforms associated with our Services.

6.5. Data Retention

We will retain your personal data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable laws. Once data is no longer needed, it will be securely deleted or anonymized.

6.6. Your Rights

Depending on your location and applicable laws, you may have the following rights regarding your personal data:

• Access: You can request a copy of the data we hold about you.
• Rectification: You can request that we correct any inaccuracies in your personal data.
• Deletion: You can request the deletion of your personal data in certain circumstances.
• Restriction: You can request that we limit the processing of your data in certain situations.
• Portability: You can request to receive your personal data in a machine-readable format.
• Right to Opt-Out (for CCPA): If applicable, California residents may opt-out of the sale of their personal information.

To exercise any of these rights, please contact us at [insert contact information].

6.7. Third-Party Services and Data Sharing

Rekode Studios may utilize third-party services, such as Google Analytics, MailChimp, and other similar tools, which collect and process user data as part of their operations. These third-party services are governed by their own privacy policies, and we encourage you to review them.

We will only share personal data with third-party service providers when necessary to deliver our Services, and only under strict confidentiality and data protection agreements. If data is transferred outside your jurisdiction, we will ensure that it is protected in accordance with applicable data protection laws.

6.8. Breach Notification

In the event of a data breach, Rekode Studios will notify the relevant regulatory authority within the required timeframe (72 hours under GDPR) and inform affected individuals if their personal data has been compromised, in accordance with applicable laws such as GDPR and PIPEDA.

6.9. Changes to This Policy

Rekode Studios reserves the right to update or modify this Data Collection and Privacy policy at any time. Any changes will be posted on this page with an updated "Effective Date." Continued use of our website or services after changes are made constitutes acceptance of the revised policy.

7. User Conduct

By accessing and using the website and services of Rekode Studios, you agree to abide by the following rules of conduct. These rules are designed to ensure that our website and services remain a safe, professional, and efficient environment for all users.

7.1. Acceptable Use

You agree to use the website and services only for lawful purposes and in accordance with these Terms and Conditions. You may not use the website or services:

• To engage in any activity that violates applicable laws or regulations.
• To infringe upon the rights of Rekode Studios or any third party, including intellectual property, privacy, or contractual rights.
• To distribute, upload, or share any material that is harmful, defamatory, obscene, harassing, fraudulent, or otherwise objectionable.
• To attempt to gain unauthorized access to any part of the website, services, or systems of Rekode Studios, or engage in activities that disrupt or interfere with the operation of the website or services.

7.2. Prohibited Activities

You further agree not to:

• Use automated tools, bots, or scripts to access the website or services without prior written consent from Rekode Studios.
• Attempt to decompile, reverse-engineer, or otherwise extract source code from any software or systems used by Rekode Studios in delivering the Services.
• Impersonate any person or entity or falsely represent your affiliation with any person or entity in connection with your use of the Services.
• Upload, post, or distribute any malicious software, viruses, or other harmful code that could disrupt the Services or harm other users.

7.3. User-Generated Content

If you are permitted to upload, submit, or share content via our website or services (e.g., during collaborative projects), you agree that:

• You are responsible for ensuring that any content you submit does not infringe on the intellectual property rights of third parties.
• You retain ownership of any content you submit to the website or services, but you grant Rekode Studios a non-exclusive, royalty-free license to use, display, or distribute such content as necessary to deliver our Services. This license is revocable upon termination of your relationship with Rekode Studios, except for content that has already been published or distributed in the course of providing the Services.
• Rekode Studios reserves the right to review, modify, or remove any content that violates these Terms or is deemed inappropriate for any reason.

7.4. Content Monitoring Disclaimer

While Rekode Studios reserves the right to monitor content submitted by users, we are under no obligation to actively monitor all content, and we disclaim all responsibility for content posted by users unless we have been made aware of its violation of these Terms.

7.5. Account Security

If applicable, you agree to:

• Maintain the security of any accounts, passwords, or credentials associated with third-party platforms used in connection with Rekode Studios' services.
• Notify us immediately if you suspect any unauthorized use of your accounts or any other security breaches related to your use of our Services.

7.6. Enforcement and Legal Remedies

Rekode Studios reserves the right to investigate violations of these Terms and take appropriate actions, which may include:

• Terminating or suspending your access to the website or services.
• Removing or modifying any content submitted by you that violates these Terms.
• Pursuing legal action in cases of significant or repeated violations, including but not limited to seeking damages, filing lawsuits, or cooperating with law enforcement agencies.

7.7. Reporting Violations

Users may report any violations of these Terms by contacting us directly. Rekode Studios will investigate all reported violations and take action where necessary.

8. Age Restrictions

By accessing and using the website or services of Rekode Studios, you confirm that you are at least 18 years old or of the legal age of majority in your jurisdiction, whichever is older. Rekode Studios' website and services are not intended for use by minors, and we do not knowingly collect personal information from individuals under the age of 18.

8.1. Parental Consent

If you are under the age of 18 but over the age of 13, you may only use our website and services with the express consent and active supervision of a parent or legal guardian. The parent or legal guardian assumes full responsibility for monitoring your use of the Services, ensuring compliance with these Terms, and accepting liability for any actions taken on your behalf.

8.2. Children Under 13 (USA), Under 16 (EU), and Age of Meaningful Consent (Canada)

Rekode Studios makes best efforts to comply with relevant children's privacy protection laws, including:

• COPPA (USA): The Children's Online Privacy Protection Act prohibits the collection of personal information from children under 13 without verified parental consent.
• GDPR (EU): Under the General Data Protection Regulation, Rekode Studios does not collect personal information from children under 16 without verified parental consent. Certain EU member states may lower this age to 13.
• PIPEDA (Canada): Rekode Studios follows PIPEDA’s guidelines for meaningful consent. For children under the age of 13, parental consent is required before any personal data is collected or processed.

If we inadvertently collect personal information from children in violation of these laws, we will promptly delete the data and take reasonable steps to ensure that no further collection occurs.

8.3. Age Verification

Rekode Studios reserves the right to verify the age of users accessing the website or services. If we have reason to believe that a user is under the legal age or in violation of these Terms, we may suspend or terminate the user's access until proper verification is provided.

8.4. Liability for Minors

If a minor accesses the website or services in violation of this Age Restrictions clause, the parent or legal guardian of that minor will be held liable for any damages, costs, or liabilities incurred as a result of the violation, including unauthorized transactions, breaches of these Terms, or any related legal actions.

8.5. Misrepresentation of Age

Any user found to have misrepresented their age to gain access to our website or services will have their access immediately terminated. Rekode Studios reserves the right to pursue any legal remedies available for damages incurred.

9. Payment and Refund Policy

This section outlines Rekode Studios' payment terms, invoicing procedures, and refund policies to ensure transparency and mutual understanding between the parties. By engaging our services, you agree to these terms.

9.1. General Application

Unless explicitly modified by a separate written agreement specific to an individual project, the payment terms, refund policies, and other terms outlined in this section apply to all services provided by Rekode Studios. Any deviations from these policies must be expressly stated in the project agreement or approved in writing by Rekode Studios. In the event of any conflict between the general policies stated herein and those specified in a project agreement, the terms of the project agreement will take precedence.

9.2. Payment Terms

9.2.1. Deposit and Payment Schedule

Rekode Studios requires a 50% upfront deposit before commencing any work, unless otherwise agreed upon in writing. This deposit secures project resources and initiates planning. The remaining 50% balance is due upon delivery of the final project deliverables or according to an agreed-upon milestone-based payment schedule.

For larger or long-term projects, Rekode Studios may offer milestone-based payments, such as 50% upfront, 30% upon reaching mid-project, and 20% upon completion, depending on the scope and timeline.

9.2.2. Accepted Payment Methods

Payments are accepted via e-transfer, bank transfer, and Stripe. Stripe payments may incur additional processing fees, which will be clearly stated in the project agreement.

9.2.3. Invoice Terms

All payments must be made within 14 days of the invoice date, unless otherwise stated in the project agreement. Invoices are issued electronically and include a detailed breakdown of services rendered, total amounts due, and any applicable taxes or fees. Clients are responsible for reviewing invoices promptly and raising any disputes or discrepancies within 7 days of receipt.

9.2.4. Late Payments

A late payment fee of 1.5% per month may be applied to any outstanding balance not paid within the agreed payment terms. Rekode Studios reserves the right to suspend all work and withhold the delivery of any completed deliverables if payment is overdue by more than 30 days.

In cases where payment is overdue by more than 60 days, Rekode Studios may terminate the project and retain any payments already made as compensation for work completed. The Client may also be responsible for any additional costs incurred due to non-payment.

9.3. Refund Policy

9.3.1. Non-Refundable Deposits

The initial 50% deposit is non-refundable, as it covers the time, resources, and opportunity costs associated with project initiation and planning.

9.3.2. Refunds on Cancelled Projects

If the Client cancels the project after work has commenced but before completion, Rekode Studios will evaluate the percentage of work completed and may issue a partial refund based on that evaluation. Refunds will not be granted for work that has been fully completed and delivered, regardless of whether the Client chooses to use the final deliverables.

9.3.3. No Refunds for Completed Work

Once the project is completed and the final deliverables have been accepted, or are deemed accepted by the Client, no refunds will be issued. This applies to digital products, services, and deliverables created by Rekode Studios.

9.3.4. Exceptional Circumstances

In rare cases where Rekode Studios is unable to complete the project due to unforeseen circumstances beyond our control, a refund or credit may be issued at the sole discretion of Rekode Studios. The amount of such a refund will be proportional to the amount of work left incomplete.

9.4. Disputes

Any disputes regarding payments, services, or refunds must be raised within 7 days of the occurrence. Rekode Studios will work with the Client to resolve any issues promptly and fairly. If a resolution cannot be reached through direct communication, both parties agree to submit the dispute to mediation or arbitration, with legal action pursued only as a last resort.

9.5. Project Delays and Additional Costs

If the Client causes delays by failing to provide required materials, feedback, or approvals in a timely manner, Rekode Studios reserves the right to adjust project timelines and may charge additional fees for the extended time or effort required to complete the project.

Any changes to the original project scope that require additional work or services will be subject to additional charges. The Client will be notified of these changes and associated costs before any extra work is undertaken.

10. Limitation of Liability

This section outlines the limitations on Rekode Studios' liability in connection with the services provided.

10.1. General Limitation

To the fullest extent permitted by law, Rekode Studios, its directors, employees, contractors, and affiliates shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenue, goodwill, or data, arising out of or in connection with the services provided, even if Rekode Studios has been advised of the possibility of such damages.

10.2. Liability for Direct Damages

In no event shall Rekode Studios' liability for direct damages exceed the total amount paid by the Client to Rekode Studios for the specific project or services that gave rise to the claim. This limitation applies regardless of the form of the action, whether in contract, tort (including negligence), strict liability, or otherwise.

10.3. Third-Party Tools and Services

Rekode Studios is not liable for any issues, outages, or damages caused by third-party platforms, services, or tools that may be integrated or used during the project. The Client acknowledges that Rekode Studios has no control over the functionality, security, or availability of these third-party services and agrees to abide by the terms and conditions of such third parties.

10.4. Client Responsibilities and Liabilities

Rekode Studios shall not be held liable for any damages resulting from the Client’s failure to meet their responsibilities, including but not limited to:

• Providing timely feedback, materials, or approvals necessary for project progress.
• Misuse of the deliverables or failure to comply with applicable third-party licenses.
• Any modifications, alterations, or misuse of the deliverables made by the Client or any third parties after delivery.

10.5. Force Majeure

Rekode Studios shall not be liable for any failure or delay in performing its obligations if such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, strikes, civil unrest, or other similar events ("Force Majeure Events"). In such cases, Rekode Studios’ obligations will be suspended for the duration of the Force Majeure Event, and both parties will make reasonable efforts to resume the project once the event concludes.

10.6. Limitation on Legal Actions

Any claim or cause of action arising out of or related to the services provided by Rekode Studios must be filed within one (1) year from the date the cause of action arose; otherwise, such claim or cause of action is permanently barred.

10.7. No Warranties

Rekode Studios provides its services "as is" and "as available" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Rekode Studios makes no guarantee that the services provided will meet the Client’s requirements or expectations, or that the services will be uninterrupted, error-free, or secure.

10.8. Data Loss

Rekode Studios will not be held liable for any data loss that may occur during the course of providing services. The Client is responsible for ensuring proper backup of all data and materials provided to Rekode Studios for use in the project.

10.9. SEO and Marketing Performance

While Rekode Studios may provide SEO or marketing-related services as part of the project, Rekode Studios does not guarantee specific performance outcomes, such as improved search engine rankings, traffic increases, or sales conversions. These outcomes are dependent on factors beyond Rekode Studios' control, including search engine algorithms and market conditions.

11. Disclaimers

This section outlines the general disclaimers applicable to the services and content provided by Rekode Studios, limiting liability and setting clear expectations for the use of our services.

11.1. General Disclaimer

The services provided by Rekode Studios, including all deliverables, are offered on an "as-is" and "as-available" basis. Rekode Studios makes no warranties, expressed or implied, regarding the accuracy, reliability, suitability, or availability of the services or the information, products, or deliverables provided as part of any project. Any reliance you place on such materials or services is strictly at your own risk.

11.2. Third-Party Platforms and Tools

Rekode Studios may utilize third-party platforms, tools, or services (e.g., Webflow, Shopify, WordPress, MailChimp, Zapier) during the course of a project. These platforms are subject to their own terms, conditions, and privacy policies, and Rekode Studios cannot guarantee their availability or performance. The inclusion of such tools does not imply endorsement or responsibility for any issues that arise from their use. Clients are responsible for complying with the terms of these third-party services.

11.3. No Guarantee of Results

While Rekode Studios endeavors to deliver high-quality services that align with the Client’s goals, we do not guarantee specific outcomes, such as increased traffic, search engine rankings, sales conversions, or other performance metrics. The effectiveness of the services provided may be impacted by external factors beyond Rekode Studios' control, such as market conditions, changes in search engine algorithms, or the Client's own marketing efforts.

11.4. No Professional Advice

Any information provided by Rekode Studios as part of its services, whether written or verbal, should not be construed as professional legal, financial, or business advice. Rekode Studios recommends that Clients seek advice from qualified professionals in the relevant field for matters requiring specialized expertise.

11.5. Client-Supplied Materials

Rekode Studios assumes no responsibility or liability for any materials, content, or information supplied by the Client that is used during the project. The Client warrants that all such materials do not infringe on the intellectual property rights of any third parties and that the Client has obtained any necessary licenses or permissions to use the materials.

11.6. Limitation of Liability for Technical Issues

Rekode Studios does not guarantee that the services or deliverables will be error-free, uninterrupted, or free from technical issues. Rekode Studios will not be liable for any disruptions or errors caused by software bugs, hosting issues, or other technical factors beyond its control.

11.7. Disclaimers for Digital and Web Services

For digital and web-based services, including web development, e-commerce, and SEO, Rekode Studios does not guarantee:

• Compatibility with all web browsers, devices, or operating systems.
• Protection from third-party security breaches or hacking attempts.
• Continued functionality of any third-party integrations, plugins, or software.

The Client acknowledges the risks inherent in using digital services and agrees to implement necessary precautions (such as backups and security measures) to mitigate these risks.

11.8. Changes in Project Scope

Any changes to the project scope, requirements, or deliverables requested by the Client after work has commenced may affect the timelines and final outcomes of the project. Rekode Studios disclaims any responsibility for delays or disruptions caused by such changes, and additional fees may apply for any additional work required.

11.9. Hosting and External Services

Rekode Studios does not guarantee the performance, uptime, or security of third-party hosting or cloud services used in the project. The Client acknowledges that hosting and other external services are beyond Rekode Studios’ control, and any disruptions, downtimes, or data losses resulting from such services are the sole responsibility of the hosting provider.

11.10. Maintenance and Updates

Once the final deliverables have been accepted and delivered, the Client is responsible for the ongoing maintenance, updates, and security of any websites, software, or digital products unless otherwise agreed upon in a separate maintenance agreement. Rekode Studios disclaims responsibility for any issues that arise from a failure to properly maintain the deliverables after project completion.

12. Termination

This section outlines the conditions under which either party may terminate the project, as well as the responsibilities and rights of both Rekode Studios and the Client in the event of termination.

12.1. Termination by Rekode Studios

Rekode Studios reserves the right to terminate the project under the following conditions:

12.1.1. Non-Payment

If the Client fails to make payments within the agreed-upon terms and remains in default for more than 30 days after receiving notice, Rekode Studios may terminate the project. In such cases, Rekode Studios may retain all payments already made as compensation for work completed, and any outstanding amounts will still be due.

12.1.2. Client Breach of Agreement

If the Client violates any material terms of the project agreement, including but not limited to failure to provide necessary materials, approvals, or cooperation, Rekode Studios may terminate the project immediately. Any unpaid work completed up to the termination date will still be billed to the Client.

12.1.3. Insolvency or Bankruptcy

Rekode Studios may terminate the agreement if the Client becomes insolvent, files for bankruptcy, or ceases operations.

12.2. Termination by the Client

The Client may terminate the project at any time by providing written notice to Rekode Studios, subject to the following conditions:

12.2.1. Notice of Termination

The Client must provide Rekode Studios with at least 14 days written notice of termination. Any work completed up to the date of termination will be billed, and any outstanding payments must be made within 30 days of termination.

12.2.2. Non-Refundable Deposits

The initial deposit made at the start of the project, as outlined in the Payment and Refund Policy, remains non-refundable, even if the project is terminated by the Client.

12.2.3. Payment for Work Completed

If the project is terminated after work has begun, the Client agrees to pay for all work completed up to the date of termination. Rekode Studios will provide an itemized invoice based on the percentage of work completed.

12.3. Rights and Obligations Upon Termination

Upon termination or cancellation of the project, the following rights and obligations apply:

12.3.1. Ownership of Deliverables

If the project is terminated before full completion, the Client will only have the right to use the deliverables created up to the point of termination if full payment has been made. Rekode Studios retains ownership of all deliverables, including partially completed work, until payment is received in full.

12.3.2. Return of Client Materials

Any materials provided by the Client for the purpose of the project (e.g., content, branding assets) will be returned upon request, provided that all outstanding payments have been settled.

12.3.3. Cease of Services

Upon termination, Rekode Studios is no longer obligated to provide any further services or deliverables related to the project.

13. Governing Law

This section defines the jurisdiction and legal framework under which the terms of this agreement will be governed and interpreted.

13.1. Applicable Law

This agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of law principles. Any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts located in Vancouver, British Columbia.

13.2. Jurisdiction and Venue

Both Rekode Studios and the Client agree to submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia for the resolution of any disputes or legal claims arising from or related to the services provided under this agreement. The parties agree that any claim filed must be brought in the courts within this jurisdiction, and neither party will contest this forum on grounds of inconvenience or any other reason.

13.3. Mediation and Arbitration

Before any formal legal proceedings are initiated in a court, both Rekode Studios and the Client agree to first attempt to resolve any disputes through good faith negotiations, and if that fails, by mediation or arbitration in Vancouver, British Columbia. Any arbitration will be conducted in accordance with the rules of the British Columbia International Commercial Arbitration Centre (BCICAC) or another mutually agreed arbitration body.

13.4. Attorney’s Fees and Costs

In the event that Rekode Studios is required to take legal action to enforce any provision of this agreement and prevails, Rekode Studios shall be entitled to recover reasonable attorney’s fees, court costs, and other expenses related to the legal action from the Client.

13.5. Compliance with Local Laws

The Client is responsible for complying with all local laws, rules, and regulations in the location where the deliverables or services are used. Rekode Studios makes no representations or warranties that the services or deliverables provided comply with the laws of any jurisdiction outside of British Columbia, Canada. The Client assumes full responsibility for ensuring legal compliance in their jurisdiction.

14. Dispute Resolution

This section details the process by which Rekode Studios and the Client agree to resolve any disputes that may arise during the course of their business relationship.

14.1. Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this agreement, the parties agree to first engage in good faith negotiations to resolve the dispute amicably. If the dispute cannot be resolved through negotiation within 14 days, the parties agree to submit the matter to mediation.

14.2. Mediation and Arbitration

If negotiation fails, the parties agree to resolve the dispute through mediation. Mediation will take place in Vancouver, British Columbia, and will be conducted in accordance with the rules of the British Columbia International Commercial Arbitration Centre (BCICAC) or another mutually agreed arbitration body.

If mediation fails to resolve the dispute, the matter shall proceed to binding arbitration, governed by the BCICAC. The arbitration decision shall be final and binding, with no right to appeal except in cases of fraud, corruption, or serious procedural irregularities. Arbitration will take place in Vancouver, British Columbia.

14.3. Confidentiality of Proceedings

All dispute resolution proceedings, including mediation and arbitration, shall be conducted in strict confidence. Neither party shall disclose the existence, content, or results of any proceedings, except as necessary to enforce or challenge the arbitration award or comply with legal obligations.

14.4. Limitation of Damages

In any arbitration or legal proceeding arising out of this agreement, neither party shall be entitled to recover any consequential, incidental, or punitive damages, regardless of the nature of the claim or the outcome of the dispute.

14.5. No Court Action Before Arbitration

Neither party may commence any court action or legal proceeding in connection with this agreement until the parties have first attempted to resolve the dispute through negotiation and arbitration, as outlined above, unless the dispute relates to non-payment or a breach of confidentiality.

14.6. Interim Relief

Notwithstanding the foregoing, Rekode Studios reserves the right to seek injunctive relief or other equitable remedies in any court of competent jurisdiction if necessary to protect its intellectual property, confidential information, or enforce the terms of this agreement.

14.7. Jurisdiction and Venue

Any disputes that require formal court proceedings after arbitration will be handled in accordance with the jurisdiction and venue provisions in Section 13: Governing Law, which states that the exclusive venue for any legal proceedings will be Vancouver, British Columbia.

15. Confidentiality

This section outlines the obligations of both Rekode Studios and the Client to protect any confidential or sensitive information exchanged during the course of the project.

15.1. Definition of Confidential Information

For the purposes of this agreement, "Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by either party in connection with the project, whether in written, verbal, electronic, or other forms. This includes but is not limited to:

• Business plans, strategies, and proposals.
• Technical information, designs, and specifications.
• Financial data, marketing strategies, and pricing information.
• Proprietary methodologies, software, or code used by Rekode Studios.
• Client materials, such as branding assets, intellectual property, and content.

Confidential Information does not include information that becomes publicly available through no breach or wrongful act of Rekode Studios, or is obtained from a third party not under a confidentiality obligation.

15.2. Obligations of Confidentiality

Both Rekode Studios and the Client agree to:

• Maintain the confidentiality of all Confidential Information disclosed during the project.
• Not disclose, share, or use Confidential Information for any purpose other than fulfilling the obligations outlined in this agreement, unless written consent is given by the disclosing party.
• Limit access to Confidential Information to employees, contractors, or agents on a need-to-know basis, provided that such individuals are also bound by confidentiality obligations similar to those set forth in this agreement.

15.3. Non-Disclosure of Agreement Terms

Neither party shall disclose the existence or terms of this agreement, including pricing, project scope, or deliverables, to any third party without the prior written consent of the other party, except as required by law.

15.4. Non-Compete for Confidential Information

The Client agrees not to use, disclose, or allow third parties to use any proprietary methodologies, techniques, or confidential information provided by Rekode Studios for purposes other than the project outlined in this agreement. This obligation shall continue for the duration of the project and for a period of two (2) years following the project’s completion or termination.

15.5. Injunctive Relief

In the event of any breach or threatened breach of this confidentiality provision, Rekode Studios will be entitled to seek immediate injunctive relief, in addition to any other legal remedies available, to prevent further disclosure or misuse of Confidential Information.

15.6. Indemnification for Breach

The Client agrees to indemnify and hold Rekode Studios harmless from any losses, damages, costs, or expenses (including legal fees) arising from the unauthorized use or disclosure of Confidential Information by the Client or its representatives.

15.7. Return or Destruction of Confidential Information

Upon completion or termination of the project, both parties agree to return or destroy all Confidential Information belonging to the other party, unless retention is required by law or necessary for legitimate business purposes (e.g., record-keeping). If requested, the receiving party must certify in writing that all Confidential Information has been destroyed or returned.

15.8. Duration of Confidentiality Obligations

The confidentiality obligations set forth in this agreement shall remain in effect for the duration of the project and for a period of two (2) years following the completion or termination of the project, unless otherwise agreed upon in writing.

16. Content Liability

This section outlines the responsibilities and liabilities of both Rekode Studios and the Client concerning the content provided, created, or used in the course of the project.

16.1. Client Responsibility for Provided Content

The Client is solely responsible for ensuring that all content provided to Rekode Studios, including but not limited to text, images, graphics, videos, and intellectual property, is lawful, accurate, and free from any claims of infringement, plagiarism, defamation, or other legal violations. The Client warrants that they have obtained all necessary permissions, licenses, and rights to use and distribute the content provided.

16.2. No Liability for Client-Supplied Content

Rekode Studios shall not be held liable for any damages, claims, or legal actions arising from the use or distribution of content provided by the Client. This includes, but is not limited to, claims of copyright infringement, defamation, or violation of privacy rights. The Client agrees to indemnify and hold Rekode Studios harmless from any and all losses, damages, or legal costs resulting from such claims.

16.3. Third-Party Content

If the project involves third-party content (e.g., stock images, licensed assets, plugins, or other third-party materials), the Client is responsible for ensuring proper licensing and usage rights. Rekode Studios will assist the Client in obtaining the necessary licenses, but the ultimate responsibility for complying with the terms of such licenses lies with the Client.

16.4. Pre-existing Client Content

Rekode Studios is not responsible for reviewing, verifying, or ensuring the legality of any pre-existing content or materials provided by the Client for use in the project. The Client warrants that any such content is lawful and free from infringement or other legal claims.

16.5. Content Created by Rekode Studios

For content created by Rekode Studios, including but not limited to design elements, text, graphics, and other intellectual property, Rekode Studios retains the rights until full payment has been made, as outlined in the Ownership and Licensing section. Once payment is complete, Rekode Studios transfers ownership of the content to the Client, subject to the terms outlined in this agreement.

16.6. Client-Requested Modifications

If the Client requests modifications to any content, whether supplied by the Client or created by Rekode Studios, the Client assumes full responsibility for the legal compliance of the modified content, including potential intellectual property claims or violations.

16.7. No Guarantee of Content Legality

Rekode Studios makes no guarantees or warranties regarding the legality or compliance of the content created with any local, national, or international regulations. The Client is responsible for ensuring that the final deliverables comply with any specific legal or regulatory requirements within their industry or location.

16.8. Removal of Harmful or Inappropriate Content

Rekode Studios reserves the right to refuse to use or publish any content provided by the Client that it deems, at its sole discretion, to be harmful, illegal, or inappropriate. If such content is discovered during the course of the project, Rekode Studios may terminate the project without liability or provide the Client with the opportunity to replace the content with acceptable material.

16.9. Injunctive Relief for Content Disputes

In the event of a legal dispute or claim regarding any content, Rekode Studios reserves the right to suspend the use or distribution of the content until the matter is resolved, without liability to Rekode Studios.

16.10. Indemnification for Content-Related Claims

The Client agrees to indemnify and hold Rekode Studios harmless from any claims, damages, liabilities, or costs, including legal fees, arising from any content provided by the Client or created at the Client’s request. This includes but is not limited to claims of intellectual property infringement, defamation, privacy violations, or unauthorized use of third-party materials.

17. Links to Third-Party Websites

This section outlines the responsibilities and liabilities associated with linking to third-party websites through any services or deliverables provided by Rekode Studios.

17.1. Third-Party Links

Rekode Studios may include links to third-party websites, applications, or services as part of its deliverables or services. These links are provided solely for the convenience of the Client and users and do not imply endorsement or affiliation with the linked website or its content. The Client acknowledges that Rekode Studios has no control over these external websites and their content, functionality, or availability.

17.2. No Responsibility for Third-Party Content

Rekode Studios shall not be held responsible or liable for any damages, claims, or losses arising from the use, availability, or accuracy of any third-party content. The Client assumes full responsibility for their interactions with third-party websites and services linked through the project, including compliance with the terms of service, privacy policies, and legal requirements of those websites.

17.3. Client’s Responsibility for Linking

If the Client requests that Rekode Studios include links to third-party websites in their project, the Client is responsible for ensuring that these links are legal, accurate, and compliant with the terms of the third-party website or service. The Client agrees to indemnify and hold Rekode Studios harmless from any claims or liabilities arising from the inclusion of these links.

17.4. No Warranty for Linked Websites

Rekode Studios makes no representations or warranties, express or implied, regarding the content, security, or privacy practices of third-party websites linked to the Client's project. The Client acknowledges that any interactions or transactions with third-party websites are conducted at their own risk.

17.5. Transactions with Third-Party Websites

Rekode Studios shall not be responsible for any transactions, agreements, or arrangements made between the Client, users, and any third-party websites or services. The Client acknowledges that all such transactions are made at their own risk and responsibility.

17.6. Monitoring of Linked Content

Rekode Studios is not responsible for monitoring, reviewing, or updating the content, availability, or legality of third-party websites linked within the project. The Client assumes responsibility for the ongoing monitoring of these links and for ensuring their compliance with relevant legal requirements.

17.7. Removal of Links

Rekode Studios reserves the right to refuse to include or to remove any third-party link at its sole discretion if it deems the link inappropriate, harmful, or inconsistent with the purpose of the project. Rekode Studios may also remove links if required by law or at the request of the third-party website.

17.8. Indemnification for Third-Party Links

The Client agrees to indemnify and hold Rekode Studios harmless from any claims, damages, liabilities, or legal costs arising from the inclusion or use of third-party links, including but not limited to claims of intellectual property infringement, privacy violations, or breaches of third-party terms and conditions.

18. Hyperlinking Policy

This section outlines the terms and conditions under which third parties may link to Rekode Studios' website, ensuring that links are used appropriately and without misrepresentation or harm to Rekode Studios.

18.1. Permission to Link

Rekode Studios welcomes and encourages third parties to link to its website, provided that such links are created and used in accordance with the following guidelines:

18.1.1. No Misrepresentation

The link must not in any way misrepresent Rekode Studios or imply false sponsorship, endorsement, or affiliation.

18.1.2. Proper Reference

The link should clearly reference Rekode Studios by name and should not frame or replicate the content of Rekode Studios' website in any manner.

18.1.3. Appropriate Content

The linking website must not contain any content that is unlawful, offensive, defamatory, or otherwise inappropriate, as determined solely by Rekode Studios.

18.1.4. Revocable Permission

Permission to link to Rekode Studios' website is granted on a non-exclusive, revocable basis. Rekode Studios reserves the right to revoke this permission at any time, for any reason, without prior notice.

18.2. Use of Rekode Studios’ Name or Branding

Third parties may use Rekode Studios' name or logo in a hyperlink, but only under the following conditions:

18.2.1. No False Representation

The use of Rekode Studios' name or logo must not create a false or misleading impression of the relationship between the third party and Rekode Studios.

18.2.2. Written Consent for Endorsement

The use of Rekode Studios' name or logo must not suggest that Rekode Studios endorses, sponsors, or is associated with the third party without prior written consent from Rekode Studios.

18.2.3. No Alterations to Branding

Rekode Studios' name, logo, or any branding assets must not be altered or modified in any way.

18.3. Prohibited Linking Practices

Third parties are prohibited from linking to Rekode Studios' website in the following ways:

18.3.1. Framing or Inline Linking

Embedding Rekode Studios' website or portions of it within another website using frames, inline links, or other methods that obscure the identity of the original content is prohibited.

18.3.2. False or Deceptive Links

Using links in a manner that is false, deceptive, or likely to confuse users about the origin of the linked content is prohibited.

18.3.3. Deep Linking

Linking directly to specific internal pages or content of the Rekode Studios website without prior written consent is prohibited.

18.3.4. Scraping or Data Mining

Using automated tools such as web scraping or bots to collect data or reproduce content from Rekode Studios' website is strictly prohibited.

18.3.5. Copying of Content

Republishing or copying content from Rekode Studios' website without express permission is prohibited.

18.4. Right to Request Removal of Links

Rekode Studios reserves the right to request the removal of any hyperlink to its website that it deems inappropriate, harmful, or misleading. If requested, third parties must promptly remove the link or any related content.

18.5. Liability for Linking Practices

Rekode Studios shall not be held liable for any content on third-party websites that link to Rekode Studios. The third party is fully responsible for ensuring that their website and link to Rekode Studios comply with all applicable laws and regulations, and Rekode Studios shall not be responsible for any damages or losses arising from such links.

18.6. Indemnification for Improper Linking

The Client agrees to indemnify and hold Rekode Studios harmless from any claims, damages, liabilities, or legal costs arising from improper linking practices, including but not limited to claims of intellectual property infringement, defamation, or privacy violations.

18.7. Limitation of Liability

Rekode Studios shall not be held liable for any indirect, incidental, consequential, or other damages arising from third-party links to its website, including but not limited to loss of profits, revenue, or data.

19. Indemnification

This section outlines the Client's obligations to protect Rekode Studios from any claims, damages, or legal actions arising from the Client's use of the services or deliverables provided by Rekode Studios.

19.1. Client Indemnification of Rekode Studios

The Client agrees to indemnify, defend, and hold harmless Rekode Studios, its affiliates, employees, contractors, and agents from and against any and all claims, damages, liabilities, losses, and expenses (including, but not limited to, attorney's fees and legal costs) arising out of or related to:

• The Client’s use of the services, deliverables, or content created by Rekode Studios.
• Any breach of this agreement by the Client.
• The Client's violation of any intellectual property rights, privacy rights, or other rights of any third party.
• Any content provided by the Client to Rekode Studios that results in legal action, including but not limited to claims of defamation, privacy violations, or intellectual property infringement.
• The Client's use of any third-party content, tools, platforms, or software integrated or linked through the project.
• Data breaches or privacy violations arising from the Client's negligence or failure to comply with data protection laws, including GDPR, PIPEDA, or CCPA.

19.2. Notice of Claim

In the event that Rekode Studios receives a claim or demand for which indemnification may be required under this agreement, Rekode Studios will promptly notify the Client in writing. The Client will have the right to assume and control the defense of such a claim, provided that Rekode Studios reserves the right to participate in the defense at its own expense.

19.3. Rekode Studios' Control Over Legal Defense

Rekode Studios reserves the right to reject the Client's chosen defense counsel or defense strategy if it believes that such a defense could adversely affect Rekode Studios' business, reputation, or financial standing. In such cases, Rekode Studios may elect to take over the defense at the Client’s expense.

19.4. Settlement of Claims

The Client agrees not to settle any claim or legal action in a way that imposes any financial obligation or admission of fault on Rekode Studios without Rekode Studios' prior written consent. Rekode Studios reserves the right to reject any settlement that could negatively affect its reputation, business, or financial standing.

19.5. Indemnification by Rekode Studios

Rekode Studios agrees to indemnify, defend, and hold harmless the Client from any claims, damages, or liabilities arising out of:

• Rekode Studios' breach of this agreement.
• Rekode Studios' violation of any intellectual property rights or other rights of third parties in the creation of content or deliverables for the Client.

19.6. Limitation of Damages

In no event shall Rekode Studios be liable for any consequential, incidental, or punitive damages arising from or related to this agreement, even if Rekode Studios has been advised of the possibility of such damages.

20. Changes to Terms

This section outlines the ability of Rekode Studios to modify the terms of service and how such changes will be communicated and accepted by the Client.

20.1. Right to Modify Terms

Rekode Studios reserves the right to update, modify, or change these terms and conditions at any time, at its sole discretion. Any modifications will be effective immediately upon posting the updated terms on the Rekode Studios website unless otherwise specified. Rekode Studios shall not be liable for any losses, damages, or claims arising from changes to these terms, including but not limited to, disruption to ongoing projects or services.

20.2. Notification of Changes

Rekode Studios will take reasonable efforts to notify Clients of significant changes to the terms and conditions. Such notification may occur via email, on the website, or through direct notification within any ongoing projects.

20.3. Binding Nature of Changes

Changes to these terms will be binding on all Clients, whether or not the Client has reviewed the updated terms. The Client's continued use of Rekode Studios' services after any modifications or updates to these terms will constitute the Client’s acceptance of the new terms.

20.4. Right to Discontinue Services

If the Client does not agree to the updated terms, the Client must cease using Rekode Studios' services and notify Rekode Studios to terminate the agreement. Rekode Studios reserves the right to discontinue or suspend its services without liability if the Client does not accept the revised terms.

20.5. Automatic Termination for Non-Compliance

Failure to comply with the updated terms may result in the automatic termination of the Client’s agreement with Rekode Studios, without prior notice or liability.

20.6. Review of Terms

It is the Client’s responsibility to regularly review the terms and conditions for any updates or changes. Rekode Studios encourages Clients to periodically check the website to stay informed of any modifications to the terms.

21. Waiver

This section outlines how the failure of either party to enforce any right or provision in these terms shall not be construed as a waiver of those rights, providing flexibility and protection for Rekode Studios.

21.1. No Waiver of Rights

The failure of Rekode Studios to enforce any right or provision in this agreement shall not constitute a waiver of that right or provision unless expressly acknowledged and agreed to by Rekode Studios in writing. No action, failure to act, or delay by Rekode Studios in exercising any right, remedy, or power under this agreement shall be interpreted as a waiver of such right, remedy, or power, nor shall it limit or affect Rekode Studios’ ability to enforce such rights at a later time.

21.2. Limited Scope of Waiver

A waiver of any term or condition in one instance does not constitute a waiver of that term or condition in any other instance, nor does it constitute a waiver of any other term or condition. Rekode Studios expressly reserves the right to enforce any provision or right in the future, even if a waiver of that provision or right has occurred in the past.

21.3. No Implied Waiver by Conduct

No waiver of any right, obligation, or provision of this agreement shall be implied by any conduct of Rekode Studios or its representatives, unless such waiver is provided in writing and signed by an authorized representative of Rekode Studios.

21.4. Requirement of Written Waiver

Any waiver of rights or provisions must be provided in writing and signed by Rekode Studios to be valid. Verbal waivers or understandings shall not be enforceable.

21.5. Preservation of Rights

Rekode Studios’ exercise or failure to exercise any remedy, right, or power under this agreement shall not preclude or waive Rekode Studios' right to exercise any other remedy, right, or power at any time in the future. All rights and remedies of Rekode Studios are cumulative and can be exercised simultaneously or independently.

Contact Us

If you have any questions or concerns about these Terms and Conditions, or if you require further clarification, please feel free to reach out to us. We're here to help ensure that your experience with Rekode Studios is clear and transparent.

You can contact us at:

Email: privacy@rekodestudios.com
Mailing Address: Rekode Studios, PO Box 74653, Vancouver RPO, Kitsilano, BC, V6K 4P4, Canada

We aim to respond to all inquiries promptly and will work to resolve any concerns in a timely and professional manner.