This Terms of Service Agreement (the “Agreement”) is entered into by and between West Campus Tees LLC, d/b/a DesignCloth (“DesignCloth,”“we,”“us,”or “our”), a Texas limited liability company, and the client, whether personally or on behalf of an entity (“Client,”“you,”or “your”).
This Agreement governs your access to and use of DesignCloth’s website, client portal, checkout pages, invoices, proposals, and services, including graphic design subscriptions, custom website projects, and website maintenance or hosting services.
By purchasing, subscribing to, approving a quote, using our services, or accessing our client portal, you agree to be bound by this Agreement. If you do not agree, you must discontinue use immediately.
1. Services Covered
DesignCloth provides creative and digital services, which may include graphic design subscriptions, custom design work, custom website design and development, website redesigns, landing pages, e-commerce-related website work, digital assets, and optional website maintenance or hosting services.
Certain services are provided on a subscription basis. Other services are custom quoted on a project-by-project basis. The exact scope, pricing, deliverables, timelines, revision terms, and included services for any custom project will be set out in the applicable quote, proposal, invoice, checkout page, or written agreement.
If there is a conflict between this Agreement and a signed written agreement or custom proposal, the more specific written agreement or proposal will control for that specific project.
2. Intellectual Property Rights in DesignCloth Materials
Unless otherwise indicated, the DesignCloth website, trademarks, service marks, branding, software, databases, content, copy, graphics, layouts, systems, processes, templates, internal tools, and related materials are owned by DesignCloth or its licensors and are protected by copyright, trademark, and other laws.
You may not copy, reproduce, republish, upload, post, transmit, sell, license, distribute, modify, or exploit DesignCloth materials for any commercial purpose without our prior written permission.
All rights not expressly granted are reserved.
3. Ownership of Graphic Design Deliverables
For graphic design subscription work and other graphic design deliverables, original final design files created specifically for Client become the property of Client upon delivery, unless otherwise stated in a proposal, invoice, or written agreement.
If any law would otherwise grant DesignCloth ownership of such final deliverables, DesignCloth assigns such rights to Client upon delivery, subject to Client’s compliance with this Agreement and payment obligations.
DesignCloth retains ownership of all pre-existing materials, methods, processes, know-how, reusable elements, templates, concepts not selected, unused drafts, internal files, and tools used to create the work.
4. Ownership of Website Deliverables
For custom website projects, Client ownership transfers only after full payment has been received and cleared.
After full payment, Client owns the final customized website deliverables created specifically for Client, subject to the limitations in this Agreement and any third-party licenses.
Upon full payment, Client may request reasonable access to the website project files or other deliverable files that are technically available and reasonably transferable. These files may include the code, assets, and project folder used to build the website. DesignCloth is not responsible for teaching Client how to use, edit, host, deploy, or modify those files unless separately agreed in writing.
DesignCloth retains ownership of all pre-existing materials, reusable code, reusable components, templates, systems, frameworks, workflows, processes, methods, internal tools, know-how, and other materials used to create the website, except for final customized deliverables transferred to Client after full payment.
5. Client Materials
Client represents and warrants that all materials provided to DesignCloth, including logos, trademarks, copy, images, videos, brand assets, product information, claims, testimonials, login credentials, examples, and other content, are owned by Client or properly licensed for the intended use.
Client is solely responsible for the accuracy, legality, and appropriateness of all Client-provided materials. Client is also responsible for securing any necessary trademark, copyright, privacy, publicity, or other rights related to those materials.
DesignCloth is not liable for infringement, legal claims, inaccurate claims, regulatory issues, or disputes arising from Client-provided materials.
6. Third-Party Assets, Tools, and Services
Projects may use or depend on third-party assets, tools, software, platforms, fonts, stock images, plugins, integrations, APIs, hosting providers, domain registrars, payment processors, open-source libraries, or other third-party services.
Unless expressly stated otherwise, Client is responsible for all third-party costs, licenses, subscriptions, renewals, usage fees, and compliance obligations associated with such tools or assets.
DesignCloth is not responsible for third-party outages, pricing changes, discontinued services, security incidents, feature changes, platform limitations, account suspensions, integration failures, or other issues caused by third-party providers.
Licenses held by DesignCloth are not transferable to Client unless expressly stated in writing.
7. Graphic Design Subscription
DesignCloth may offer graphic design services through a monthly subscription plan.
Unless otherwise stated on the applicable checkout page, invoice, or written agreement, the graphic design subscription includes the ability to submit unlimited design requests, with one active request worked on at a time.
Typical turnaround is approximately three business days per request. Larger or more complex requests may require additional time or may be divided into phases. Timelines are estimates only and are not guaranteed.
The subscription may include services such as apparel graphics, logos, brand assets, packaging, signage, promotional materials, digital marketing assets, social media content, print-ready artwork, and general visual design projects.
DesignCloth does not manufacture, ship, or sell physical goods through the graphic design subscription. Deliverables are limited to digital design files, mockups, and related design assets.
8. Subscription Billing, Refunds, and Cancellation
Graphic design subscriptions are billed on a recurring monthly basis unless otherwise stated. By starting a subscription, Client authorizes DesignCloth or its payment processor to charge the payment method on file automatically each billing period until the subscription is canceled.
Subscription pricing may change from time to time. Any pricing changes will apply as stated at checkout, in the portal, or in written communication from DesignCloth.
A full refund may be requested within seven calendar days of the initial subscription purchase. No refunds will be issued after that period unless required by law or expressly agreed in writing.
If a refund is granted, Client forfeits all rights to any work delivered during the refund window and agrees to stop using and delete or destroy any copies of such work. DesignCloth may disable access to such work in the client portal.
Client may cancel a subscription through the client portal or by contacting DesignCloth. Cancellation is effective at the end of the current billing cycle. No prorated refunds are provided for canceled subscriptions.
If payment fails, DesignCloth may suspend subscription services immediately until payment is received.
9. Custom Website Projects
Custom website projects are quoted on a project-by-project basis. The applicable quote, proposal, invoice, checkout page, or written agreement will define the project scope, pricing, payment structure, deliverables, revision terms, timeline, and any included services.
No specific website feature, page, integration, platform, service, revision policy, maintenance service, hosting service, or deliverable is included unless stated in the applicable project scope.
Project timelines are estimates only. Timelines may be affected by project complexity, Client feedback, Client approvals, technical issues, third-party services, payment status, and Client’s timely provision of any required materials or access.
DesignCloth may pause work if payment is late, Client fails to provide required materials or access, Client delays feedback, or Client otherwise prevents progress on the project.
Unless otherwise stated in writing, final website launch, file delivery, transfer, or deployment may be withheld until all required payments have been received and cleared.
10. Website Project Payments and Refunds
Payment terms for custom website projects will be stated in the applicable quote, proposal, invoice, checkout page, or written agreement. Payment structures may vary by project.
DesignCloth does not begin work without payment unless otherwise agreed in writing.
Unless a money-back guarantee or refund right is expressly stated in the applicable quote, proposal, checkout page, invoice, or written agreement, payments for custom website projects are non-refundable once work has begun.
Any money-back guarantee for a custom website project applies only if expressly stated in the applicable quote, proposal, checkout page, invoice, or written agreement, and only according to the terms stated there.
Client may not use, copy, reproduce, publish, or retain unpaid website concepts, drafts, files, code, designs, or deliverables unless DesignCloth has expressly granted permission in writing.
11. Website Review and Launch
Website projects may require Client review and approval before launch. Client is responsible for reviewing the website carefully before approving launch, including copy, spelling, links, forms, layout, images, product details, pricing, legal pages, policies, and other content.
Once Client approves launch, Client accepts responsibility for any errors, omissions, or issues that were present and reasonably reviewable before launch.
DesignCloth is not liable for errors in Client-approved work, Client-provided content, third-party systems, or post-launch changes made by Client or third parties.
12. Website Maintenance and Hosting
DesignCloth may offer optional monthly website maintenance and hosting services.
Maintenance and hosting plans are separate from custom website project fees unless expressly included in a quote, proposal, checkout page, invoice, or written agreement.
Maintenance services are intended for basic website support, hosting, and ordinary updates. Examples may include minor copy changes, image changes, small content updates, banner swaps, or similar routine updates, depending on the plan purchased.
Unless expressly stated otherwise, maintenance does not include brand-new pages, full redesigns, major layout changes, custom functionality, advanced integrations, SEO campaigns, paid advertising, copywriting projects, legal compliance work, e-commerce management, emergency support, or work outside the maintenance scope.
Unused maintenance time or unused included services do not roll over to future billing periods.
Maintenance plans are month-to-month and may be canceled at any time. Cancellation is effective at the end of the current billing cycle. No refunds or prorated refunds are provided when Client cancels maintenance.
If a maintenance plan includes hosting, the website will remain live through the end of the paid billing cycle, unless suspended earlier due to non-payment, technical issues, unlawful content, platform requirements, or other circumstances outside DesignCloth’s control.
If Client cancels maintenance, DesignCloth may provide the website files after full payment has been received. Migration, deployment, hosting setup, technical support, or transfer assistance after cancellation is not included unless separately agreed and paid for.
13. Maintenance Non-Payment and Suspension
If payment for maintenance or hosting fails, DesignCloth may suspend maintenance services and hosting after three calendar days of non-payment.
If non-payment continues, DesignCloth may disable access to hosting, take the website offline, stop providing support, or terminate the maintenance plan.
Suspension or termination does not waive any amounts owed.
14. Legal, Regulatory, Accessibility, and Compliance Matters
Client is solely responsible for ensuring that its website, business, products, services, claims, privacy practices, terms, policies, cookie notices, accessibility requirements, industry-specific requirements, and legal obligations comply with applicable laws and regulations.
DesignCloth does not provide legal advice, privacy compliance advice, tax advice, accessibility audits, regulatory compliance services, or industry-specific legal review unless expressly stated in writing.
Client is responsible for obtaining legal review of any website policies, disclaimers, privacy notices, terms, accessibility obligations, regulated claims, or compliance requirements.
15. No Guarantee of Results
DesignCloth does not guarantee any specific business, financial, marketing, technical, or legal result.
DesignCloth does not guarantee revenue, leads, sales, conversions, traffic, search engine rankings, speed scores, accessibility compliance, legal compliance, uptime, platform performance, or results from any design, website, maintenance, or digital service.
Any examples, projections, recommendations, or strategy discussions are provided for general planning purposes and are not guarantees.
16. Client Feedback
Any questions, comments, suggestions, ideas, or feedback provided by Client regarding DesignCloth’s services, processes, website, portal, or business may be used by DesignCloth for any lawful purpose without acknowledgment or compensation.
This does not affect Client’s ownership of final deliverables as stated in this Agreement.
17. Prohibited Activities
Client may not:
(a) abuse, harass, threaten, or mistreat DesignCloth staff, contractors, or representatives;
(b) use the services for unlawful, fraudulent, abusive, misleading, or harmful purposes;
(c) upload viruses, malicious code, spyware, malware, or harmful files;
(d) attempt to gain unauthorized access to DesignCloth systems, accounts, portals, servers, or data;
(e) interfere with or burden DesignCloth systems or networks;
(f) reverse engineer, copy, scrape, or exploit DesignCloth software, systems, processes, or materials;
(g) use DesignCloth services to infringe third-party rights;
(h) provide unlawful, infringing, defamatory, obscene, or otherwise harmful content;
(i) use DesignCloth work in a way that violates this Agreement; or
(j) otherwise use the services in violation of applicable laws or this Agreement.
18. Right to Refuse or Suspend Service
DesignCloth may refuse, suspend, or terminate service if Client violates this Agreement, fails to pay, acts abusively, provides unlawful or infringing materials, creates unreasonable demands, causes repeated delays, misuses the services, or otherwise creates risk for DesignCloth.
Suspension or termination does not relieve Client of payment obligations.
19. Confidentiality
DesignCloth will use reasonable efforts to keep Client’s non-public materials confidential and will use such materials solely to provide services.
Confidentiality obligations do not apply to information that is publicly available, independently developed, already known to DesignCloth, required to be disclosed by law, or approved for disclosure by Client.
Additional NDA terms may be agreed upon separately in writing.
20. Portfolio Rights
DesignCloth may display, discuss, and showcase completed work, including graphic design work and website projects, in its portfolio, website, social media, marketing materials, case studies, sales materials, and similar channels.
If Client requires confidentiality or does not want work publicly displayed, Client must request this in writing and DesignCloth must agree in writing. If a separate NDA is executed, DesignCloth will follow the applicable NDA terms.
21. Taxes
Prices may include applicable taxes or taxes may be added where applicable, depending on the checkout page, invoice, proposal, written agreement, service type, and applicable law.
Client is responsible for any taxes, duties, fees, assessments, or charges applicable to Client’s purchase or use of the services, except for taxes that DesignCloth is legally required to collect and remit.
22. Connection Interruptions and Technical Issues
DesignCloth does not guarantee uninterrupted access to its website, client portal, hosting, third-party platforms, email systems, file systems, or related services.
Downtime or interruptions may occur due to internet issues, hosting failures, domain or DNS issues, software or hardware malfunctions, maintenance, third-party outages, security incidents, force majeure, or other events beyond DesignCloth’s control.
DesignCloth is not responsible for loss, damage, inconvenience, lost revenue, lost leads, lost data, or other harm resulting from an inability to access or use any website, portal, hosting environment, platform, file, or service.
Client understands that the internet is inherently insecure, and DesignCloth cannot guarantee that servers, emails, files, platforms, transmissions, or websites are free from viruses, malware, vulnerabilities, or harmful components.
23. Disclaimer of Warranties
Services are provided “as-is”and “as-available.”
To the maximum extent permitted by law, DesignCloth disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted service, error-free performance, and availability.
DesignCloth does not warrant that services will meet Client’s expectations, that defects will be corrected, that third-party services will remain available, or that any website or deliverable will be free from errors, vulnerabilities, interruptions, or harmful components.
24. Limitation of Liability
To the maximum extent permitted by law, DesignCloth, its members, employees, contractors, agents, affiliates, and representatives will not be liable to Client or any third party for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including lost profits, lost revenue, lost business, lost leads, lost data, reputational harm, business interruption, or attorneys’fees, even if advised of the possibility of such damages.
To the maximum extent permitted by law, DesignCloth’s total liability for any claim arising out of or relating to the services will not exceed the amount paid by Client to DesignCloth for the specific service giving rise to the claim.
25. Indemnification
Client agrees to defend, indemnify, and hold harmless DesignCloth, its members, employees, contractors, agents, affiliates, and representatives from and against any claims, damages, losses, liabilities, demands, costs, and expenses, including reasonable attorneys’fees, arising out of or relating to:
(a) Client’s use of the services or deliverables;
(b) Client’s breach of this Agreement;
(c) Client-provided materials, content, claims, products, services, trademarks, images, copy, or data;
(d) Client’s violation of third-party rights;
(e) Client’s violation of law or regulation;
(f) Client’s website, business, products, or services; or
(g) Client’s use, modification, publication, or distribution of any deliverables.
26. Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles.
27. Dispute Resolution and Venue
Any legal action, claim, or proceeding arising out of or relating to this Agreement or the services must be brought exclusively in the state courts located in Travis County, Texas, or in the United States District Court for the Western District of Texas, unless otherwise required by applicable law.
Each party submits to the personal jurisdiction of those courts and waives objections to venue, including claims of inconvenient forum.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are excluded.
28. Modifications to Terms and Services
DesignCloth may update or modify this Agreement, its services, features, pricing, checkout pages, or policies at any time.
Changes will be effective when posted or otherwise communicated, unless a later effective date is stated.
Continued use of the services after changes become effective constitutes acceptance of the updated terms.
29. Survival
The following sections survive termination, cancellation, expiration, or completion of services:
Ownership provisions, Client Materials, Third-Party Assets, Payment obligations, Refund limitations, Legal and Compliance Matters, No Guarantee of Results, Portfolio Rights, Confidentiality, Taxes, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution and Venue, and any other provisions that by their nature should survive.
30. Miscellaneous
This Agreement, together with any applicable quote, proposal, invoice, checkout page, or written agreement, constitutes the entire agreement between Client and DesignCloth regarding the services.
If any provision is found unlawful, invalid, or unenforceable, the remaining provisions will remain in effect.
DesignCloth’s failure to enforce any provision does not waive its right to enforce that provision later.
Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise, or agency relationship between Client and DesignCloth.
Client may not assign this Agreement without DesignCloth’s written consent. DesignCloth may assign this Agreement in connection with a merger, acquisition, sale of assets, restructuring, or transfer of business operations.
31. Contact Information
For questions about these Terms, contact:
hello@designcloth.co