Terms &
Conditions

01About these terms

These Terms and Conditions (the “Terms”) are a legal agreement between you and Mach 11 Inc., a corporation incorporated in the State of Delaware with its principal place of business at 65 W 55th St, New York, NY 10019, United States, which trades under the name Supersonic (“Supersonic”, “we”, “us” or “our”).

They govern two things: your use of the website at supersonic.studio (the “Site”), and the professional services we provide to clients (the “Services”).

Two related documents form part of these Terms and should be read alongside them: our Privacy Policy and our Refund & Cancellation Policy.

02Acceptance

By accessing the Site, submitting an enquiry through it, or engaging us to perform Services, you accept these Terms. If you do not accept them, please do not use the Site or engage us.

If you accept these Terms on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and “you” and “Client” refer to that organisation.

You must be at least 18 years old and legally capable of entering into a binding contract to use the Site or engage us.

03Use of the website

The Site is provided for general information about Supersonic and its Services. Nothing on the Site is an offer capable of acceptance, a warranty of any particular result, or professional, legal, financial or tax advice.

You agree not to:

• use the Site for any unlawful purpose, or in breach of any applicable law or regulation;
• attempt to gain unauthorised access to the Site, its servers, or any connected system or network;
• introduce malware, or otherwise interfere with the proper working of the Site;
• use automated means to scrape, harvest or systematically extract content from the Site without our prior written consent;
• submit false, misleading or third-party personal information through any form on the Site; or
• reproduce, republish or redistribute Site content except as permitted in section 7.

We may suspend, withdraw or restrict all or any part of the Site without notice. We do not guarantee that the Site will always be available or uninterrupted.

04Services and engagements

Services are provided under a separate written statement of work, proposal, order form or master services agreement signed or otherwise accepted by both parties (each, a “Statement of Work” or “SOW”). Each SOW sets out the scope, deliverables, timeline, fees and any specific terms for that engagement.

These Terms apply to every SOW. Where a signed SOW or master services agreement conflicts with these Terms, that document prevails for that engagement to the extent of the conflict.

Scope changes

Work outside the agreed scope is not included. Either party may propose a change; changes take effect only when both parties agree them in writing, including any effect on fees and timeline.

Personnel

We decide who performs the Services and may substitute personnel of comparable skill and experience. We may engage subcontractors, and we remain responsible for their work.

Estimates

Timelines, effort estimates and projected outcomes are good-faith estimates based on information available at the time. They are not guarantees, and they depend on your cooperation and the accuracy of the information you provide.

05Fees, invoicing and payment

Fees are set out in the applicable SOW. Unless the SOW says otherwise:

• fees are quoted in US dollars and are exclusive of applicable sales, use, VAT, GST or similar taxes, which you are responsible for;
• an initial payment of up to 50% of the engagement fee may be invoiced on signature and is required before work begins;
• remaining fees are invoiced according to the schedule or milestones in the SOW;
• invoices are payable within 15 days of the invoice date;
• reasonable pre-approved out-of-pocket expenses (travel, third-party software, model or API usage, data or infrastructure costs) are billed at cost; and
• third-party licences, model usage and cloud infrastructure procured in your name remain your responsibility and are billed to you directly by that provider unless the SOW says otherwise.

Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, calculated from the due date until payment is received. We may suspend Services on 10 days’ written notice if an undisputed invoice is more than 30 days overdue.

You must notify us in writing of any disputed invoice line within 15 days of the invoice date, giving reasons. Undisputed amounts remain payable on time.

Refunds and cancellations are governed by our Refund & Cancellation Policy.

06Client responsibilities

Our Services depend on your cooperation. You agree to:

• provide timely, accurate and complete information, materials, data and access needed for the Services;
• make an authorised decision-maker available for scheduled sessions and approvals;
• obtain any consents, licences and permissions needed for us to use your systems, data and third-party tools;
• ensure that any data you give us may lawfully be shared with and processed by us; and
• maintain your own backups of your systems and data.

Delays caused by late or incomplete input from you may shift timelines and, where they cause us to hold reserved capacity idle, may result in additional fees agreed in writing.

07Intellectual property

Site content

All content on the Site — text, design, layout, graphics, illustrations, photographs, and the compilation of all of it — is owned by Mach 11 Inc. or its licensors and is protected by copyright and other intellectual property laws. You may view it and print or download extracts for your own internal, non-commercial reference. All other rights are reserved.

Deliverables

On our receipt of full payment of all fees due under the applicable SOW, we assign to you all right, title and interest in the deliverables created specifically for you under that SOW, excluding Background IP as defined below.

Background IP

“Background IP” means anything we owned or developed before or independently of the engagement, and anything of general application we develop in the course of it — including our methods, frameworks, templates, tooling, libraries, prompts, evaluation harnesses and know-how. Background IP remains ours. We grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use our Background IP to the extent it is embedded in a deliverable and needed to use that deliverable.

Client materials

Your data, systems, content and pre-existing intellectual property remain yours. You grant us a limited, non-exclusive licence to use them solely to perform the Services.

Residual knowledge

Nothing restricts us from using the general skills, knowledge and experience our personnel retain in unaided memory, provided we do not use or disclose your Confidential Information.

08Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

Each party will use the other’s Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel and subcontractors who need it and are bound by confidentiality obligations at least as protective as these.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed without reference to the Confidential Information, or is lawfully received from a third party without restriction.

A party may disclose Confidential Information where required by law, regulation or court order, giving the other party prompt notice where legally permitted so it can seek protective relief.

These obligations survive for three years after the end of the engagement, or for seven years in respect of any Confidential Information contained in engagement records we retain under the schedule in our Privacy Policy, and indefinitely for anything that qualifies as a trade secret under applicable law.

09Data protection

How we handle personal information is described in our Privacy Policy, which forms part of these Terms.

Where we process personal data on your behalf as part of an engagement, we act as a processor (or service provider) and you act as the controller (or business). In that case the parties will enter into a data processing agreement where one is required by applicable law, and that agreement governs the processing.

10AI systems and outputs

Our Services frequently involve designing, building or integrating systems that use artificial intelligence, including large language models supplied by third parties. You should understand the following before engaging us:

• AI systems are probabilistic. Their outputs can be inaccurate, incomplete, biased or otherwise unsuitable, and the same input can produce different outputs on different occasions.
• We do not warrant that any AI system will produce any particular output, accuracy rate, or business result.
• Any AI system we deliver is a tool to support human judgement, not a replacement for it. You are responsible for human review appropriate to the risk of the use case, and for the decisions you take.
• You are responsible for ensuring your use of a delivered system complies with laws and regulations applicable to you and to your sector, including those governing automated decision-making, consumer protection, employment, financial services and healthcare.
• Third-party model providers set their own terms, acceptable use policies, availability and pricing, and may change them. We are not responsible for those changes or for a provider’s acts or omissions.
• Rights in AI-generated output may be uncertain under the law of some jurisdictions. We make no representation about the copyrightability or ownership of material generated by an AI system.

11Third-party services

The Site and the Services rely on third-party providers — for example hosting, form handling, fonts, model and API providers, and cloud infrastructure. The Site may also link to third-party websites. We do not control those services or sites, do not endorse their content, and are not responsible for them. Your use of a third-party service is governed by that provider’s own terms and privacy policy.

12Warranties and disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner by personnel with the skills reasonably required, consistent with generally accepted industry standards.

If we breach that warranty and you notify us in writing within 30 days of the affected work being delivered, we will re-perform the affected Services at no additional charge. Where re-performance is not practical, or you would rather we did not re-perform, we will instead refund the portion of the fee attributable to the affected Services. That re-performance or refund, at your election, is your exclusive remedy and our entire liability for a breach of this warranty, and the process for requesting it is set out in our Refund & Cancellation Policy.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply only to the extent permitted by the law of that jurisdiction, and nothing in these Terms limits your non-excludable statutory rights.

13Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

Subject to that:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, anticipated savings, goodwill or data, whether in contract, tort (including negligence), strict liability or otherwise, and whether or not the party was advised of the possibility.
• Our total aggregate liability arising out of or relating to these Terms, the Site, the Services and any deliverable — whatever the cause of action — is limited to the total fees actually paid by you to us under the SOW giving rise to the claim in the twelve months immediately preceding the event giving rise to the claim.
• Where no fees have been paid — for example where your only relationship with us is use of the Site — our total aggregate liability is limited to US$100.

These limits apply in the aggregate across all claims and do not reset. Each party must bring any claim arising out of these Terms within one year of the date the claim arose, except where a longer period is required by law.

The exclusions in this section do not apply to your obligation to pay fees properly due, to the re-performance or refund remedy in section 12, or to either party’s breach of the confidentiality obligations in section 8.

14Indemnification

You will defend, indemnify and hold harmless Mach 11 Inc., its officers, directors, employees, contractors and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs and reasonable legal fees, arising out of or relating to:

• your breach of these Terms or of any applicable law;
• materials, data or instructions you provide to us, including any claim that they infringe or misappropriate a third party’s rights or were supplied to us without the necessary rights or consents; or
• your use of, or reliance on, any deliverable in a manner not contemplated by the applicable SOW, or without the human oversight described in section 10.

We will defend, indemnify and hold you harmless against a third-party claim that a deliverable, as delivered by us and used as contemplated by the SOW, infringes that third party’s copyright or US-registered trademark — excluding any claim arising from your materials, from third-party or open-source components, from AI-generated output, or from modifications made by anyone other than us.

The party seeking indemnity must give prompt written notice of the claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement that admits liability or imposes a non-monetary obligation on the indemnified party may be made without its consent, not to be unreasonably withheld.

15Term, termination and refunds

These Terms apply while you use the Site and for the duration of any engagement. Each SOW runs for the term set out in it.

Either party may terminate an engagement:

• for convenience, on the written notice period stated in our Refund & Cancellation Policy;
• immediately, if the other party commits a material breach that it fails to cure within 15 days of written notice; or
• immediately, if the other party becomes insolvent, enters administration or liquidation, or makes an assignment for the benefit of creditors.

On termination you must pay for all Services performed and expenses committed up to the effective date of termination. Amounts refundable to you, if any, are determined under the Refund & Cancellation Policy.

Sections 7 (Intellectual property), 8 (Confidentiality), 12 (Warranties and disclaimers), 13 (Limitation of liability), 14 (Indemnification), 16 (Non-solicitation), 20 (Governing law and disputes) and 22 (General provisions) survive termination, together with any other provision that by its nature should survive.

16Non-solicitation

During an engagement and for twelve months afterwards, you agree not to directly solicit for employment or engagement any of our personnel who were materially involved in performing the Services, without our prior written consent.

This does not restrict general advertising, recruitment campaigns or job postings not targeted at our personnel, or the hiring of a person who responds to one of them on their own initiative.

17Independent contractor

We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties. Neither party may bind the other or incur obligations on its behalf. We are responsible for our own personnel, including their taxes, benefits and insurance.

18Publicity

We will not name you as a client, use your logo, or describe our work for you in any public marketing material without your prior written consent. Where you give that consent, you may withdraw it at any time by writing to hello@supersonic.studio, and we will remove the material from our own channels within 30 days.

19Force majeure

Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control — including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour dispute, government action, failure of public infrastructure or telecommunications, and unavailability of a third-party service or model provider. The affected party will notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate the affected SOW on written notice, and section 15 applies.

20Governing law and disputes

These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, the parties will attempt in good faith to resolve the dispute by discussion between senior representatives for at least 30 days after written notice of the dispute.

If the dispute is not resolved, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.

Each party waives any right to a jury trial in any proceeding arising out of these Terms, to the fullest extent permitted by law.

If you are a consumer resident outside the United States, nothing in this section deprives you of the protection of mandatory consumer-protection provisions of the law of the country where you live, or of your right to bring proceedings in the courts of that country where applicable law gives you that right.

21Changes to these terms

We may update these Terms from time to time. The version in force is the one published on this page, and the effective date at the top of the page shows when it last changed. Changes apply to your use of the Site from the date they are published.

Changes do not alter the terms of a signed SOW already in progress; those are varied only by written agreement between the parties. Where a change materially affects an ongoing engagement, we will give you written notice.

22General provisions

Entire agreement

These Terms, together with the Privacy Policy, the Refund & Cancellation Policy and any applicable SOW, are the entire agreement between the parties on their subject matter and supersede all prior discussions, proposals and representations.

Severability

If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be. The remaining provisions continue in full force.

Waiver

A failure or delay in enforcing a provision is not a waiver of it, and no single or partial exercise of a right prevents its further exercise.

Assignment

Neither party may assign these Terms or any SOW without the other’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition or sale of substantially all of its assets, on written notice.

Notices

Notices to us must be sent to hello@supersonic.studio and, for notices of termination or a legal claim, also by post to Mach 11 Inc., 65 W 55th St, New York, NY 10019, United States. A notice is not validly given by telephone. Notices to you will be sent to the email address on your account or in the applicable SOW.

No third-party beneficiaries

Except for the indemnified parties named in section 14, no person other than the parties has any right to enforce these Terms.

Headings

Headings are for convenience only and do not affect interpretation.

23How to contact us

Questions about these Terms can be sent to hello@supersonic.studio or asked by telephone on (808) 400-9872. You can also write to us by post:

Mach 11 Inc. (trading as Supersonic)
65 W 55th St
New York, NY 10019
United States
(808) 400-9872