Terms of Services

Last Updated: June 23rd, 2025

These Terms and Conditions (the "Agreement") govern the provision of services by VN Studios ("VN Studios," "we," or "us") to the undersigned client (the "Client"). By executing a Statement of Work ("SOW") or otherwise engaging VN Studios, the Client agrees to be bound by the terms set forth herein.

1. Scope of Services

1.1 Retainer Services

  • Retainer engagements are structured based on an agreed-upon number of hours per billing period.

  • A rollover of up to twenty percent (20%) of unused hours shall be permitted for a single (1) subsequent billing cycle only.

  • Retainer fees are non-refundable, irrespective of usage.

  • No service level agreement ("SLA") is provided unless the Client engages dedicated part-time or full-time personnel through VN Studios.

1.2 Fixed-Price Services

  • The scope, deliverables, and payment milestones for fixed-price engagements shall be defined in a mutually executed SOW.

  • In the absence of a milestone definition in the applicable SOW, payments shall be deemed to follow a milestone-based structure.

  • Any request to alter the scope of work shall require a written change order, subject to separate quotation and acceptance.

  • VN Studios shall not be held responsible for delays arising from the Client’s failure to provide timely input, approvals, content, or other dependencies. In such cases, all applicable timelines shall be extended proportionally.

2. Intellectual Property Rights

  • Upon receipt of full and final payment, all intellectual property rights in and to the deliverables specifically created for the Client shall be assigned to the Client.

  • VN Studios retains all rights, title, and interest in and to its proprietary methodologies, templates, tools, platforms, SaaS offerings, and processes used or embedded in the performance of services.

  • VN Studios may, at its discretion, reuse code snippets, libraries, or frameworks developed independently and not specific to the Client’s deliverables.

  • Deliverables may incorporate open-source or third-party software components; the Client shall be solely responsible for compliance with applicable licensing terms.

3. Client Obligations

  • The Client bears ultimate responsibility for all materials, content, and decisions related to what is made publicly available or deployed in a production environment.

  • VN Studios shall not be liable for any consequence, damage, or loss resulting from the Client’s approval, publication, or deployment of deliverables.

4. Support and Maintenance

  • VN Studios shall provide a warranty period of sixty (60) calendar days from the date of final delivery, during which time any material defects or bugs attributable to VN Studios shall be rectified at no additional cost.

  • Ongoing support, maintenance, updates, or enhancements shall not be included under this Agreement unless expressly outlined and agreed upon in writing.

  • Hosting services and deployment infrastructure are not included unless separately contracted. Deployment is typically performed on the Client’s own infrastructure.

5. Limitation of Liability

  • VN Studios’ total aggregate liability to the Client, whether in contract, tort, or otherwise, shall be strictly limited to the total amount of fees actually paid by the Client for the specific service or engagement giving rise to such claim. For retainer-based or ongoing services, this limitation shall not exceed the total amount of fees paid by the Client to VN Studios during the three (3) months immediately preceding the event giving rise to the claim.

  • In no event shall VN Studios be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, or interruption of business.

6. Indemnification

  • The Client shall indemnify, defend, and hold harmless VN Studios, its officers, employees, and agents, from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from:

    • Content, data, or materials provided by the Client;

    • Instructions, specifications, or approvals issued by the Client;

    • The Client’s breach of applicable laws, regulations, or third-party rights, including but not limited to the General Data Protection Regulation (GDPR), the Americans with Disabilities Act (ADA), the California Consumer Privacy Act (CCPA), and the Payment Card Industry Data Security Standard (PCI-DSS);

    • Any third-party service or software requested or directed by the Client.

7. Data Processing and Protection

  • If and to the extent that VN Studios processes any Personal Data (as defined by applicable data protection legislation, including but not limited to GDPR and CCPA) on behalf of the Client, the parties agree to enter into a separate Data Processing Agreement ("DPA") that governs the nature, purpose, and extent of such processing.

  • The Client represents and warrants that it has obtained all necessary authorizations, consents, and legal bases required to collect, use, and transfer such data to VN Studios for processing in accordance with the DPA and applicable law.

  • In the absence of a DPA, VN Studios’ obligations with respect to Personal Data shall be limited to reasonable technical and organizational safeguards and shall not extend beyond what is strictly required for the performance of the services.

8. Termination

8.1 Termination by Client

  • The Client may terminate any retainer agreement with no less than thirty (30) calendar days’ prior written notice.

  • No refunds shall be due for any unused hours or uncompleted services in the event of such termination.

8.2 Termination by VN Studios

  • VN Studios reserves the right to suspend or terminate the provision of services immediately in the event of:

    • Non-payment of amounts due;

    • Abusive, harassing, or threatening conduct toward VN Studios’ personnel;

    • The Client’s unresponsiveness exceeding thirty (30) calendar days.

9. Force Majeure

VN Studios shall not be deemed in breach of this Agreement nor liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, platform outages, pandemics, strikes, or other force majeure events.

10. Governing Law and Jurisdiction

  • For Clients domiciled in Argentina, this Agreement shall be governed by and construed in accordance with the laws of the Ciudad Autónoma de Buenos Aires, Argentina. Any disputes shall be subject to the exclusive jurisdiction of its courts.

  • For Clients domiciled outside of Argentina, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, and any disputes shall be resolved exclusively in its courts.

IN WITNESS WHEREOF, by engaging VN Studios for any service or project, the Client acknowledges and agrees to the foregoing Terms and Conditions, which shall be binding as of the date of first engagement.