Metaneue Master Terms of Service
These Master Terms of Service ("Terms") govern all Studio Sprints, Retainers, and consulting services provided by Metaneue LLC ("Metaneue," "we," "us," or "our") to our clients ("Client," "you," or "your"). By authorizing a Studio Slot Activation or rendering payment for our services, you agree to be bound by these Terms.
1. The Capacity Engagement Model
2. Payment & Reservation Protocol
Slot Activation: All Sprint reservations require 100% upfront payment via Stripe, Wise, or Bank Transfer. Your production slot is officially locked on our calendar only when the payment clears.
Reservation Window: Slot offers are valid for exactly 48 hours. If payment is not completed within this window, the slot is released to the next partner in our queue.
Non-Refundable Capacity: Because your payment secures intentionally capped studio bandwidth and prevents us from booking other partners during your window, all payments are 100% non-refundable once the scheduled Sprint begins. Pre-kickoff cancellations initiated by the Client are subject to a 10% administrative fee.
Account Arrears: For retainers or out-of-scope additions, Metaneue reserves the right to suspend execution, withhold deliverables, or pause hosting services if accounts fall into arrears.
Sprint Engagements: Upon delivery of final materials, the Client has seventy-two (72) hours to provide written approval. If no response is received within that window, the Sprint will be deemed delivered, and Metaneue reserves the right to invoice for any outstanding balance.
Retainer Engagements: Retainers are billed on one fixed date each month, regardless of sprint status, team changes, or internal approvals on the Client’s side. If payment is not received by the due date, Metaneue may suspend work until the account is brought current.
3. The Running Clock & Momentum
Continuous Timeline: Sprints are fixed-window events. The production clock starts on the scheduled kickoff date and runs continuously on business days until the final hour of the engagement.
No Pausing: The studio clock does not pause for delayed feedback, internal Client deliberations, or missing assets.
Feedback Pulse: We request consolidated feedback within 24 to 48 hours of asset delivery. If feedback is delayed, our team will pivot to the next actionable item in the Backlog to ensure your time is not wasted.
4. Client Responsibilities & Warranties
Content Readiness: The Client is solely responsible for providing all necessary copy, brand imagery, credentials, and strategic context before the kickoff date.
Accuracy & Standards: The Client assumes full legal responsibility for the factual accuracy, legality, and compliance of any claims made within the provided copy or advertising materials.
Asset Warranties: The Client formally warrants that they hold the legal rights, licenses, and permissions to all materials (text, images, fonts, and data) provided to Metaneue for use in the project, and that they will indemnify Metaneue against any third-party copyright claims.
5. Intellectual Property & Ownership
Work Rights: Upon full payment and the conclusion of the Sprint, the Client receives 100% ownership of the final designs and native source files created specifically for them during the engagement.
Background IP: Metaneue retains ownership of any pre-existing tools, proprietary frameworks, internal operating systems, and generalized design components used to deliver the work, while granting the Client a perpetual, royalty-free license to use them as integrated into the final deliverables.
External Resources & Software: Premium assets (specialized typography, stock libraries, and proprietary CMS software) are not included in the baseline Sprint cost. The Client's right to use third-party software is strictly subject to the licensing terms of those external providers.
Portfolio Rights: Unless a custom Non-Disclosure Agreement (NDA) is executed prior to the Sprint, Metaneue reserves the perpetual right to showcase the finalized work across our website, portfolio, and social media channels for self-promotional purposes. If the delivered work has not been publicly launched within four weeks of sprint conclusion, Metaneue reserves the right to showcase the work in its portfolio at its discretion, unless a signed NDA is in place.
6. Confidentiality & Non-Solicitation
Mutual Confidentiality: Both parties agree to maintain strict confidentiality regarding all non-public business information, financial data, and proprietary strategies shared during the engagement. This obligation survives termination indefinitely.
Non-Solicitation: To protect the integrity of our specialized team, the Client agrees not to approach, solicit, or hire any Metaneue employee or contractor during the engagement and for a period of 12 months following the conclusion of our contract, unless explicitly agreed to in writing.
7. Revisions & Out of Scope
Revisions are fully included only within the active timeframe of your reserved Sprint. Any concepts, features, or revisions requested after the Sprint window concludes will require the Client to secure a new, subsequent Sprint slot at current market rates.
8. Term, Termination & Force Majeure
Breach & Early Termination: Either party may terminate the engagement if the other breaches a material term and fails to cure it within 5 business days. If the Client terminates early (for any reason other than Metaneue's breach), Metaneue will deliver all completed work and close the project. No refunds will be issued for the remaining reserved capacity.
Force Majeure: Neither party shall be held liable for any failure to perform its obligations due to unforeseen circumstances beyond its reasonable control, including but not limited to acts of God, severe weather, natural disasters, or critical infrastructure failures.
9. Limitation of Liability
Metaneue provides services "as-is" without any implied warranties of merchantability or fitness for a particular purpose. In no event shall Metaneue be liable for any indirect, consequential, special, or lost-profit damages resulting from the use of delivered assets or delays in production. Our total maximum liability under any circumstance is strictly limited to the total amount paid by the Client for the specific Sprint in question.
10. Governing Law & Dispute Resolution
Governing Law: These Terms and any associated Slot Activation Agreements shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
Arbitration: Any disputes arising out of or related to this agreement shall be resolved exclusively through binding arbitration administered by JAMS. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
E-Signatures: Digital signatures executed via PandaDoc or similar platforms are legally binding under the ESIGN Act.