Terms & Conditions
Last updated: August 21, 2025
These Terms & Conditions (“Terms”) govern your access to and use of [WufLabs.com] and any services offered by Wuf Labs (“Wuf Labs,” “we,” “us,” or “our”). By using our site or engaging us for services, you agree to these Terms and our [Privacy Policy URL].
If you do not agree, do not use our services.
1) Scope of Services
We provide creative services including video production, advertising creative, and website design/development (the “Services”). Specific deliverables, timelines, and fees are set out in a proposal, estimate, or statement of work (“SOW”). If these Terms and an SOW conflict, the SOW controls for that project.
2) Proposals, Changes & Approvals
- Quotes/Estimates. Valid for 30 days unless stated otherwise.
- Revisions. Unless an SOW says otherwise, fees include 2 rounds of creative revisions on each deliverable. Additional rounds or scope changes are billed at $100/hr.
- Client Approvals. You’ll review and approve drafts within 5 business days. Delays may shift delivery dates.
- Change Orders. New requests after approval (or outside the SOW) require a written change order and may affect timing/price.
3) Client Responsibilities
- Materials & Access. You’ll provide timely access to brand assets, accounts (e.g., ad platforms, analytics), hosting, footage, imagery, music, fonts, and any third-party licenses needed.
- Rights/Warranties. You represent you have all rights to any content you supply and that using it won’t infringe others’ rights or violate laws/platform rules.
- On-Set/On-Site. For video shoots, you’ll ensure safe locations, necessary permits, releases, and permissions. We may halt work if safety is at risk.
4) Timelines & Delivery
We work in good faith to meet agreed timelines. Delivery dates are estimates and depend on your timely feedback, access, and approvals. Deliverables are provided in the file formats described in the SOW (e.g., 4K h.264, ProRes, Webflow export, Figma files, etc.).
5) Fees, Payments & Expenses
- Deposits. A non-refundable 50% deposit may be required to schedule work; the balance is due upon final delivery (or milestones per SOW).
- Invoices. Net 15 days unless otherwise stated. Late amounts may incur 1.5% per month (or the maximum allowed by law).
- Expenses. Reasonable out-of-pocket costs (e.g., travel, props, stock, music, paid plugins, paid fonts, actors/VO, platform fees) will be pre-approved where practical and billed to you.
- Taxes. Prices exclude taxes; you’re responsible for applicable taxes unless we collect them.
6) Ownership, Licenses & Portfolio Use
- Pre-Existing IP. Each party keeps ownership of its pre-existing materials, tools, code, templates, LUTs, and know-how.
- Work Product. Upon full payment, you receive the rights described in the SOW to the final, compiled deliverables (e.g., exported video, final ad files, published website).
- Project Files & Raw Assets. Unless an SOW says otherwise, editable source files (e.g., project files, timelines, layered design files, custom code repos) and raw footage remain Wuf Labs’ property. They can be licensed or transferred for an additional fee.
- Third-Party Assets. Stock footage, music, fonts, plugins, and platform assets are governed by their own licenses; you must comply with those terms.
- Portfolio Rights. You grant us a non-exclusive, worldwide, royalty-free license to display the work (and your name/logo) in our portfolio, website, reels, and social after public launch, unless your SOW states otherwise or you request a reasonable embargo.
7) Websites: Hosting, Maintenance & SEO
- Hosting & Domains. If you host with third-party providers (e.g., Vercel, Netlify, Webflow, Squarespace, Shopify), their uptime, security, and service terms apply.
- Post-Launch. Ongoing maintenance, updates, and feature work are not included unless specified in an SOW or a support plan.
- SEO & Accessibility. We follow reasonable best practices, but rankings, traffic, and compliance (e.g., WCAG/ADA) are not guaranteed unless explicitly contracted and audited.
8) Ads & Performance
- Ad Accounts & Spend. Unless the SOW states otherwise, you own/authorize the ad accounts and pay ad spend directly to the platforms.
- Platform Policies. Ads must comply with platform rules (e.g., Google, Meta, TikTok). Platforms may reject or restrict ads at their discretion.
- No Guarantees. We can’t guarantee specific metrics (ROAS, CTR, CPM, conversions, rankings, approvals). We provide creative and optimization best efforts.
9) Confidentiality
Each party will keep the other’s non-public information confidential and use it only to perform under these Terms, except as required by law or with written consent.
10) Subcontractors & Independent Contractor
We may use vetted subcontractors (e.g., camera crews, editors, developers). We remain responsible for the Services. We are an independent contractor, not your employee or agent.
11) Cancellations & Termination
- Convenience. Either party may terminate a project for convenience with 7 days’ written notice. You’ll pay for work performed and committed costs up to the effective termination date (including non-cancelable bookings).
- Breach. Either party may terminate for material breach if not cured within 10 days after written notice.
- Effect. Upon termination, provisional deliverables may be provided “as is.” Licenses to use final deliverables are granted only upon full payment.
12) Warranties & Disclaimers
- Mutual. Each party represents it has the authority to enter into these Terms.
- Client Materials. You warrant you own or have rights to all materials you supply and that they don’t infringe or violate any law.
- Services. We provide the Services with reasonable care and skill.
- Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
13) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR BREACH OF SECTION 3 (CLIENT RESPONSIBILITIES) OR SECTION 15 (INDEMNITY); OR (C) WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS CAPPED AT THE AMOUNTS YOU PAID TO WUF LABS FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT.
14) DMCA / IP Complaints
If you believe content on our site infringes your copyright, send a notice to zach@wuflabs.com with: (1) your contact info, (2) identification of the work and allegedly infringing material, (3) a statement under penalty of perjury that you’re authorized, and (4) your signature. We may remove or disable content in our discretion.
15) Indemnification
- By You. You will defend, indemnify, and hold harmless Wuf Labs and our personnel from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) materials, instructions, or approvals you provide; (b) your breach of these Terms; or (c) your violation of laws or third-party rights.
- By Us. We will defend, indemnify, and hold you harmless from third-party claims that the final deliverables (as provided by us, excluding your materials and third-party assets) infringe U.S. intellectual-property rights, provided you promptly notify us and allow us to control the defense. Our obligations don’t apply to modifications not made by us, misuse, or combinations we didn’t supply.
16) Privacy
Your use of our site and Services is also governed by our Privacy Policy. Where required by California law, we will honor applicable consumer privacy requests as described there.
17) Compliance & Acceptable Use
You agree not to use the Services or deliverables in a way that: (a) violates law; (b) infringes rights; (c) is defamatory, deceptive, or fraudulent; or (d) compromises security or privacy. Endorsements and testimonials must comply with FTC guidelines and platform rules.
18) Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, labor disputes, acts of government, widespread outages), provided the affected party uses reasonable efforts to resume performance.
19) Governing Law; Disputes
These Terms are governed by the laws of the State of California, without regard to conflicts of laws. Venue and exclusive jurisdiction lie in the state or federal courts located in Kern County, California.
20) Notices
Legal notices must be sent to:
Wuf Labs – zach@wuflabs.com
Client notices will be sent to the contact details you provide.
21) Assignment
You may not assign these Terms or an SOW without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets. We may assign to an affiliate or successor.
22) Entire Agreement; Order of Precedence; Updates
These Terms plus any SOW form the entire agreement and supersede prior discussions. If there’s a conflict, SOW → these Terms → proposal/estimate (in that order). We may update these Terms by posting a new version with the “Last updated” date; material changes apply prospectively.
23) Severability; Waiver
If a provision is unenforceable, the rest remains in effect. A failure to enforce isn’t a waiver.
24) Headings & Counterparts
Headings are for convenience only. Electronic approvals/signatures and counterparts are valid and enforceable.
