1. Agreement
These Terms of Service ("Terms") form a binding agreement between you ("Client," "you," or "your") and TrueLuxury Ltd. ("Artekne," "we," "us," or "our") governing your use of our website at https://artekne.ai and any creative content services we provide to you.
By accessing our website or engaging our services, you agree to these Terms. If you do not agree, do not use our website or services.
2. The Operator
The legal entity that operates Artekne and provides the services is:
TrueLuxury Ltd.
A Delaware corporation
State of Incorporation: Delaware, United States of America
Email: [email protected]
Mailing Address: Delaware, USA
All references to "Artekne" in contracts, invoices, and these Terms mean TrueLuxury Ltd.
3. Eligibility
You must be:
- At least 18 years old (or the age of majority in your jurisdiction)
- Legally able to enter into a binding contract
- Authorized to act on behalf of the entity you represent
If you are entering these Terms on behalf of a company or organization, you represent that you have authority to bind that entity.
4. Services
4.1 Description
Artekne provides creative content services for brands, including but not limited to:
- Visual identity and brand systems
- Campaign and launch creative
- Always-on social content
- Editorial and product imagery
- Short-form video and motion assets
The specific scope, deliverables, timelines, and fees for each engagement are set out in a separate written agreement (Statement of Work, Proposal, or Master Services Agreement) between you and TrueLuxury Ltd.
4.2 Service-Specific Terms
Any service-specific terms, including but not limited to AI-generated content disclaimers, brand material handling, and review cycles, will be set out in the applicable Statement of Work.
5. Fees and Payment
5.1 Fees
Fees for services are set out in the applicable Statement of Work or Proposal. Unless otherwise stated, all fees are:
- In U.S. Dollars (USD)
- Exclusive of taxes (you are responsible for applicable sales tax, VAT, GST, or similar)
- Non-refundable once work has commenced, except as required by law
5.2 Payment Terms
- Invoices are due within 30 days of issuance unless otherwise specified
- Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less)
- We may suspend work on unpaid accounts
5.3 Disputes
If you dispute an invoice, you must notify us in writing within 10 days of receipt. The undisputed portion must be paid on time.
6. Intellectual Property
6.1 Our Pre-Existing IP
We retain all right, title, and interest in our pre-existing intellectual property, including but not limited to:
- The Artekne platform, systems, and methodologies
- The "Pantheon" methodology and trained creative intelligence
- Our tools, templates, and proprietary workflows
6.2 Deliverables to Client
Upon full payment of all fees due under the applicable Statement of Work, we assign to you all right, title, and interest in the final deliverables specifically created for you under that engagement, subject to:
- Our retention of pre-existing IP embedded in the deliverables
- Our retention of rights to use the work in our portfolio, case studies, and marketing (unless you request otherwise in writing and we agree)
- Third-party rights (stock imagery, fonts, etc.) which are licensed to you per their terms
6.3 Work in Progress
We retain ownership of work-in-progress, drafts, and rejected concepts. We are not obligated to deliver drafts or rejected concepts.
7. Client Materials and License
7.1 Your Materials
You retain all right, title, and interest in materials you provide to us ("Client Materials"), including brand assets, logos, product imagery, and confidential information.
7.2 License to Us
You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and process Client Materials solely for the purpose of providing the services to you.
7.3 Your Warranties
You represent and warrant that:
- You own or have the necessary rights to all Client Materials
- Your Client Materials do not infringe any third-party rights
- Use of Client Materials by us as contemplated will not violate any law or third-party right
8. Confidentiality
8.1 Mutual Obligations
Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information of like importance (and in any event, reasonable care).
8.2 Confidential Information
"Confidential Information" includes non-public information disclosed by one party to the other, whether marked as confidential or reasonably understood to be confidential, including but not limited to:
- Business plans, financial information, customer data
- Unreleased products, designs, and brand strategies
- Technical systems, methodologies, and trade secrets
- The terms of any engagement and these Terms
8.3 Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available without breach of these Terms
- Was rightfully known prior to disclosure
- Is rightfully obtained from a third party without restriction
- Is independently developed without use of Confidential Information
8.4 Duration
The confidentiality obligations survive termination of these Terms for 5 years (or longer where required by law).
9. Warranties and Disclaimers
9.1 Our Warranties
We warrant that:
- The services will be performed in a professional and workmanlike manner
- The deliverables will materially conform to the specifications in the applicable Statement of Work
- We have the right to provide the services to you
9.2 Your Sole Remedy
For any breach of the warranty in Section 9.1, your sole and exclusive remedy is for us to re-perform the non-conforming services at no additional charge. If we are unable to re-perform, we will refund the fees paid for the non-conforming services.
9.3 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- WARRANTIES OF MERCHANTABILITY
- FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT
- ACCURACY OR COMPLETENESS OF AI-GENERATED CONTENT
AI-Generated Content Disclaimer: Our services may include AI-generated or AI-assisted content. While we apply professional review and quality controls, we do not warrant that AI-generated output will be free from errors, biases, or unintended similarities to third-party materials. You are responsible for reviewing and approving all deliverables before use.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- WE WILL NOT BE LIABLE for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.
- OUR TOTAL CUMULATIVE LIABILITY arising out of or relating to these Terms and any engagement will not exceed the FEES PAID BY YOU TO US UNDER THE APPLICABLE STATEMENT OF WORK IN THE 12 MONTHS PRECEDING THE CLAIM, or USD $1,000, whichever is greater.
- These limitations apply to all causes of action, whether in contract, tort (including negligence), strict liability, or otherwise.
Some jurisdictions do not allow the limitation of certain damages; in such cases, the limitations apply to the maximum extent permitted by applicable law.
11. Indemnification
11.1 By Us
We will defend, indemnify, and hold you harmless from any third-party claim that the deliverables, as delivered by us and used by you as authorized, infringe a valid United States copyright, trademark, or trade secret, provided that:
- You notify us promptly in writing of the claim
- You give us sole control of the defense and settlement
- You provide reasonable cooperation
If a deliverable becomes the subject of an infringement claim, we may (at our option): (a) procure for you the right to continue using it, (b) modify it to be non-infringing, (c) replace it with non-infringing equivalent, or (d) refund the fees paid for it.
11.2 By You
You will defend, indemnify, and hold us harmless from any third-party claim arising from:
- Your Client Materials
- Your use of the deliverables outside the scope authorized in the Statement of Work
- Your violation of any law or third-party right
12. Term and Termination
12.1 Term
These Terms apply while you use our website or have an active engagement with us.
12.2 Termination of Services
Either party may terminate an engagement (Statement of Work) for cause if the other party:
- Materially breaches these Terms or the Statement of Work and fails to cure within 15 days of written notice
- Becomes insolvent, files for bankruptcy, or ceases to do business
We may also terminate immediately for cause if you:
- Fail to pay undisputed fees within 15 days of written notice
- Engage in conduct that damages our reputation or business
12.3 Effect of Termination
Upon termination:
- You will pay for all work performed and expenses incurred up to the termination date
- Each party will return or destroy the other's Confidential Information
- Sections that by their nature should survive (including payment, IP, confidentiality, disclaimers, liability limits, indemnification, dispute resolution) will survive
13. Governing Law and Dispute Resolution
13.1 Governing Law
These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.
13.2 Informal Resolution
Before filing any formal dispute, the parties will attempt in good faith to resolve the dispute through informal discussion for at least 30 days following written notice of the dispute.
13.3 Jurisdiction
If the dispute is not resolved informally, the parties agree that any legal action or proceeding arising out of or relating to these Terms will be brought exclusively in the state and federal courts located in the State of Delaware, and each party submits to the personal jurisdiction of such courts.
13.4 Equitable Relief
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.
14. Miscellaneous
14.1 Entire Agreement
These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between you and TrueLuxury Ltd. regarding the services and supersede all prior agreements.
14.2 Modifications
We may update these Terms from time to time. Material changes will be communicated by email or prominent website notice. Continued use of our services after changes become effective constitutes acceptance of the revised Terms.
14.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
14.4 Waiver
No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. No failure to enforce any provision will constitute a waiver of future enforcement.
14.5 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
14.6 Notices
Notices to us must be sent to [email protected] or Delaware, USA. Notices to you will be sent to the contact information you provide.
14.7 Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government action, internet failures, or labor disputes.
15. Contact
For questions about these Terms, contact us at:
TrueLuxury Ltd.
Attn: Legal
Email: [email protected]
Mailing Address: Delaware, USA
State of Incorporation: Delaware, United States of America
These Terms are provided in English. Translations, if provided, are for convenience only; the English version controls.