Master Service Agreement

Article I

Eligibility & Representation

1.1 Age of Capacity. The Client affirms they are at least 13 years of age. Clients between the ages of 13 and 18 represent that they have obtained express consent from a parent or legal guardian to enter into this Agreement under the Florida Uniform Electronic Transactions Act (UETA).

1.2 Authority. If the Client is acting on behalf of a group or organization, they represent that they have the legal authority to bind that entity to these Terms.

Article II

Financial Terms & Virtual Currency

2.1 Net Payment Obligation. All price quotes issued by Nugget Studios are "Net Totals."

• Virtual Currency (Robux): The Client is solely responsible for the 30% Roblox Marketplace Fee. The Client shall pay a gross amount such that the Net Amount received by Nugget Studios, after all platform deductions, equals the original quoted price.
• Fiat Currency (USD): All payments made via third-party processors are final.

2.2 Finality of Transaction. Pursuant to Florida's consumer protection laws regarding custom-made digital goods, all payments are non-refundable. Payment constitutes an initiation of services or a final sale, depending on the current project phase.

2.3 Dispute Policy. Any attempt to reverse a payment through a banking institution or platform dispute after asset delivery constitutes a material breach of contract. Nugget Studios reserves the right to:

• Issue a permanent administrative blacklist across all affiliated services.
• Initiate DMCA Takedown protocols for any and all assets in the Client's possession.
• Report fraudulent activity to the relevant financial and platform authorities.

Article III

Intellectual Property & Licensing

3.1 Grant of Exclusive License. Upon receipt of full payment, Nugget Studios grants the Client a Limited, Exclusive, Non-Transferable, and Revocable License to utilize the assets for their intended purpose.

3.2 Ownership Retention. Nugget Studios retains all underlying copyrights, titles, and interests in the original designs and source files. This Agreement does not constitute a transfer of title or a "Work Made for Hire" (as defined under 17 U.S.C. § 101) unless a separate Full Rights Transfer is purchased and executed in writing.

3.3 Prohibited Use. The Client is strictly prohibited from reselling, sub-licensing, or distributing Nugget Studios assets to third parties. Unauthorized modification of the assets is prohibited without the purchase of a Source File License.

3.4 Anti-Competition & Course Revocation. If a Client purchases any Nugget Studios educational course and subsequently creates, sells, or distributes a competing course or similar educational materials, Nugget Studios reserves the right to immediately and permanently revoke the Client's access to all Nugget Studios courses.

3.5 Portfolio & Promotional Rights. Notwithstanding any license granted to the Client, Nugget Studios and the assigned Designer retain a perpetual, irrevocable, royalty-free, worldwide license to utilize the assets for self-promotion, portfolios, and marketing.

Article IV

Performance & Delivery

4.1 Accuracy of Specifications. Nugget Studios shall not be held liable for defects or delays resulting from inaccurate, vague, or incomplete specifications provided by the Client.

4.2 Scope of Revisions.

• Minor Adjustments: The Client is permitted unlimited minor adjustments (e.g., color hex corrections or minor text shifts) provided they do not alter the core design.
• Major Revisions: A "Major Revision" is defined as any request that alters 51% or more of the original labor scope or deviates significantly from the initial brief. The Client is permitted three (3) complimentary Major Revisions per order. Any requests exceeding this limit shall be deemed "Out of Scope" and subject to additional billing.

4.3 Inspection Period. The Client is granted a forty-eight (48) hour inspection window upon delivery. Failure to report technical defects within this window constitutes an "As-Is" acceptance of the product, terminating the Studio's liability for corrections.

Article V

Abandonment & Termination

5.1 Order Abandonment (Ghosting). The Client must maintain active communication. Failure to respond to Studio inquiries for seven (7) consecutive calendar days constitutes "Order Abandonment."

5.2 Forfeiture of Funds. Upon Abandonment, the project is terminated. All funds paid are forfeited as liquidated damages to compensate the Studio and Designer for labor, queue displacement, and administrative costs. Abandoned projects will not be resumed without a new service agreement and full payment.

5.3 Client-Initiated Cancellation. Due to the bespoke nature of digital goods, no refunds will be issued once production (drafting or asset creation) has commenced. If the Client cancels prior to production, a partial refund may be issued at the Studio's sole discretion.

5.4 Studio-Initiated Termination. Nugget Studios reserves the right to terminate any project immediately for Client misconduct, harassment, or breach of payment protocols. In such cases, all funds are forfeited, and the Client's license to any provided drafts is revoked.

5.5 Post-Termination Restrictions. Upon termination, any unauthorized use, reproduction, or distribution of Nugget Studios' intellectual property (including watermarked previews) will be treated as willful infringement and reported to the relevant platforms.

Article VI

Indemnification & Limitation of Liability

6.1 General Indemnity. The Client shall indemnify and hold harmless Nugget Studios, its executives, administration, and designers from all claims, damages, or legal fees arising from the Client's use of the assets. This includes any infringement claims resulting from logos or references provided by the Client.

6.2 Liability Cap. To the extent permitted by Florida law, Nugget Studios' total liability for any dispute shall not exceed the actual amount paid by the Client for the specific order. We are not liable for indirect damages, such as loss of profits or business interruptions.

6.3 Platform Risks. Nugget Studios is not responsible for platform-level actions (e.g., Roblox moderation, asset deletions, or account bans). The Client assumes all risks regarding the use of custom assets on third-party platforms.

6.4 Data Responsibility. We are a service provider, not a storage service. Following the 48-hour inspection period, Nugget Studios is not responsible for the custody of assets. The Client is solely responsible for maintaining permanent backups of delivered files.

6.5 Dispute Exclusion. Nugget Studios will not mediate disputes between the Client and third parties (e.g., business partners or server owners). Our legal obligation is limited strictly to the individual who initiated and paid for the order.

Article VII

Bot Development & Hosting Services

7.1 Hosting Availability & Uptime Disclaimer. All bot hosting services are provided on an "As-Is" and "As-Available" basis. Nugget Studios does not guarantee uninterrupted or error-free runtime, specific uptime percentages, or continuous connection to the Discord API. Hosting availability is variable and subject to platform maintenance, API rate limits, and network disruptions beyond Our control.

7.2 Absolute Limitation of Operational Liability. Nugget Studios, its administrators, and its assigned developers assume zero liability for operational issues arising from bot implementation. This includes, but is not limited to, data loss, server misconfigurations, target server "raids," unauthorized bot token compromises, or any subsequent moderation action taken by Discord platforms against the Client's servers or accounts. The Client is solely responsible for managing internal bot permissions and role hierarchies safely.

7.3 Source Code Retainment & Intellectual Property. Unless explicitly stated otherwise via an independent, written "Source Code License" addendum signed by Studio Administration, all proprietary source code, backend logic, and development frameworks remain the exclusive intellectual property of Nugget Studios. The Client is purchasing an operational service license only; no direct access, file transfers, or repository permissions to the underlying source code will be provided.

7.4 Mandatory Infrastructure. All custom bot configurations developed under this service must reside exclusively on the designated infrastructure and server environments managed by Nugget Studios. Attempting to scrape, migrate, or independently host Studio-developed bot files onto external third-party hosting networks is strictly prohibited and constitutes an immediate, non-refundable termination of service under Section 5.4.

7.5 Unified MSA Enforcement. All orders, payments, design revisions, and terminations relating to bot projects remain fully governed by the financial, intellectual property, and jurisdictional mandates outlined across Articles I through VII of this Master Service Agreement.

Article VIII

Miscellaneous & Governing Law

8.1 Governing Law & Venue. This Agreement is governed by the laws of the State of Florida. All disputes shall be settled exclusively in Florida courts; the Client waives any objection to this venue and the right to a jury trial.

8.2 Entire Agreement. This document constitutes the entire agreement. No verbal statements or Discord messages shall override these provisions unless formally signed by Nugget Studios Administration.

8.3 Severability. If any section is found unenforceable by a Florida court, that provision shall be limited or removed to the minimum extent necessary. The remainder of the Agreement stays in full force.

8.4 Force Majeure. Nugget Studios is not liable for delays caused by unforeseeable and insurmountable events beyond our control. This includes natural disasters, social/political disturbances, or systemic failures (e.g., Roblox/Discord outages, epidemics, or sudden policy changes).

8.5 Modifications. We reserve the right to update these Terms at any time. Continued use of our services or opening new tickets constitutes the Client's acceptance of the revised Agreement.