Terms of Service

These Terms of Service (“Terms”) govern the products and services provided by Gideon Designs (“we,” “us,” “our”) to you (“Client,” “you”). By purchasing, accessing, or using any of our services, you agree to these Terms.

1) Scope of Services

We are a full-service digital agency. Our offerings may include, without limitation: strategy, branding, design, web/app development, copywriting, content/UGC creation, photography/video, SEO, paid media, analytics, email/SMS, consulting, and Hosting & Technical Services. Each engagement may be further detailed in an order form, estimate, or statement of work (“SOW”).

2) Orders, SOWs & Changes

• Orders/SOWs. Services, deliverables, timelines, and fees are defined in an order/SOW. In case of conflict, the SOW controls over these Terms.
• Approvals & Rounds. Proposals may include a reasonable number of review rounds (commonly 1–3). Additional revisions or scope beyond the SOW may be billed separately.
• Change Requests. Material changes (scope, timeline, features) require written approval and may adjust fees/delivery schedules.
• Dependencies. Timelines depend on your timely inputs, access, and approvals.

3) Billing & Payment

• Hosting: Billed annually in advance (see Section 7). Service begins upon cleared funds or renewal date as applicable.
• Projects: Typically 50% non-refundable deposit to commence; balance due per milestones or delivery, as stated in the SOW.
• Retainers: Billed monthly in advance unless stated otherwise.
• Pass-Through Costs: Third-party platform fees, ad spend, stock licenses, plugins, and other external costs are your responsibility unless expressly included.
• Payment Methods: Check, ACH, or other methods we approve. Late/returned payments may incur suspension.
• Late Fees: We may charge the lesser of 1.5% per month or the maximum allowed by law on past-due balances.
• Taxes: Fees exclude taxes. You are responsible for applicable taxes.
• Price Changes: We may adjust pricing upon renewal/extension with notice; not retroactive to already-paid terms.

4) Refunds & Cancellations

• Hosting: All hosting fees are non-refundable mid-term. Cancel before renewal to avoid a new term. (See Section 7.)
• Projects: Deposits are non-refundable once work begins. If you cancel, you remain responsible for work performed and committed costs up to cancellation.
• Retainers: Non-refundable for the current paid period. You may cancel to stop future periods with written notice per SOW.

5) Client Responsibilities

• Provide timely access, inputs, approvals, and accurate information.
• Ensure your content and campaigns comply with laws, regulations, and platform policies (e.g., real-estate/MLS rules, disclosures, ad policies).
• Maintain licenses/rights for third-party assets (fonts, stock, plugins) unless we procure them as pass-through.
• For website work, maintain secure credentials and application hygiene unless we are separately engaged to manage it.

6) Intellectual Property & Licensing

• Ownership. Upon full payment, you receive ownership or a license to the final deliverables as specified in the SOW. Our pre-existing IP, frameworks, templates, code libraries, and know-how remain ours.
• Working Files. Layered/source files, raw footage, and non-final assets are not included unless expressly stated in the SOW.
• Third-Party Assets. Stock, fonts, plugins, and similar are subject to their own licenses; your use must comply with those terms.
• Portfolio Rights. We may display non-confidential work for self-promotion unless you opt-out in writing.
• AI & Likeness Rights (Important). We do not grant any rights to create, train, clone, or simulate our or our talent’s voice, likeness, or identity via AI/synthetic means (including avatars, voice cloning, deepfakes, embeddings) unless a separate written license explicitly grants such rights. Absent such agreement, all AI replication rights are excluded.

7) Hosting & Technical Services

Our hosting is managed via reputable third-party infrastructure (e.g., Google Cloud Platform provisioned through Vendasta) (“Third-Party Providers”).

7.1 Term, Renewal & Cancellation

• Annual Term: Sold in 12-month terms billed in advance. The term begins on payment receipt or the stated renewal date.
• Auto-Renewal: Renews annually unless canceled in writing before the renewal date. Courtesy reminders may be sent.
• Mid-Term Cancellation: You may cancel anytime to stop renewal; the current paid term continues until its end date.

7.2 Fees & Refund Policy

• Non-Refundable: All hosting fees are non-refundable mid-term. We do not provide prorated refunds for cancellation, non-use, or migration to another host. Service remains available until the end of the paid term.
• Price Changes: Pricing may adjust at renewal based on provider costs and service level.

7.3 Availability, Maintenance & SLA

• Third-Party Providers typically target high availability (e.g., 99.9%+). No service can guarantee 100% uptime.
• Maintenance windows and provider incidents may cause temporary unavailability. We use commercially reasonable efforts to minimize disruption.
• Any service credits issued by providers apply between us and them; at our discretion, we may pass through equivalent credits.

7.4 Security, Backups & Data

• We maintain reasonable server-level security. Application-level security (CMS, themes, plugins, users) is your responsibility unless contracted.
• Daily/periodic backups may be enabled at the environment level for disaster recovery; they are not a substitute for version control or archival.
• We do not guarantee recovery of specific data/version states.

7.5 Migrations & Offboarding

• During an active term, we provide reasonable access (e.g., SFTP, DB export, admin) to facilitate migration.
• Assisted migration beyond basic access may be scoped/billed separately unless otherwise agreed.
• After expiration/termination, we may deprovision and securely remove data per our retention practices and provider policies.

7.6 Acceptable Use

You must not use the hosting to store or transmit malicious code, conduct illegal activity, infringe IP rights, or abuse network resources. We may suspend/terminate for violations without refund.

8) Subcontractors & Third-Party Providers

We may use subcontractors and Third-Party Providers to deliver services. Their terms, pricing, and availability may change. We are not liable for their outages, policy changes, or discontinuations.

9) Confidentiality

Each party may receive non-public information from the other. Both agree to use such information solely to perform under these Terms and protect it with reasonable care.

10) Data Protection & Privacy

We process only the data necessary to provide services and follow reasonable administrative, technical, and physical safeguards. You are responsible for providing legally compliant privacy notices and consents related to your properties, users, and campaigns.

11) Warranties & Disclaimers

EXCEPT AS EXPRESSLY STATED IN AN SOW, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THIRD-PARTY PLATFORMS, POLICIES, OR RESULTS.

12) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL; AND (B) OUR TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID BY YOU TO US FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13) Indemnification

You agree to defend, indemnify, and hold us harmless from third-party claims, damages, liabilities, costs, and expenses arising from your content, your use of services, your breach of these Terms, or your violation of law or third-party rights.

14) Suspension & Termination

• We may suspend/terminate for non-payment, security risks, legal violations, or to comply with law/provider requirements.
• Either party may terminate project/retainer services for convenience per SOW notice requirements. Fees for work performed and committed costs remain due.
• Termination does not entitle you to a refund. Sections intended to survive (Fees, Refunds, IP, Disclaimers, Liability, Indemnity, Law, Misc.) will survive.

15) Governing Law & Disputes

• Governing Law: Texas law governs these Terms, without regard to conflict-of-law rules.
• Good-Faith Resolution: The parties will first attempt to resolve disputes informally in good faith.
• Venue: Exclusive jurisdiction and venue lie in state or federal courts located in Texas; both parties consent to personal jurisdiction there.

16) Miscellaneous

• Notices: We may send notices to your billing/admin email. You may send notices to: hello@gideondesigns.com or our mailing address on file.
• Force Majeure: Neither party is liable for delays/failures due to events beyond reasonable control (e.g., internet/utility outages, provider incidents, natural disasters).
• Assignment: You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, acquisition, or asset sale.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• No Waiver: Failure to enforce a provision is not a waiver.
• Entire Agreement: These Terms plus any order/SOW referencing them comprise the entire agreement and supersede prior discussions.
• Changes: We may update these Terms from time to time. Material changes will apply at the next renewal/engagement unless required earlier by law or provider policy. The then-current Terms will be posted at this page.