1. Services
StudioCo provides digital creative and design services, which may include (but are not limited to):
- Logo and brand identity design
- Website design and development
- Subscription-based website services and maintenance
- Additional creative, design, or related digital services as mutually agreed in writing (including proposals, statements of work, or order confirmations)
All deliverables are provided digitally unless otherwise expressly stated in writing. Specific scope, deliverables, timelines, and fees for each project are defined in the applicable proposal, package description, or Statement of Work (“SOW”). In the event of conflict between these Terms and a signed SOW, the SOW controls for that specific project only.
We reserve the right to refuse any project or request at our sole discretion.
2. Orders, Payment & Fees
- Full payment (or the agreed deposit/milestone payment) is required before work begins unless a different payment schedule is expressly agreed in writing.
- We may delay, suspend, or cancel work if payment is incomplete, delayed, or cannot be verified.
- All prices are in United States Dollars (USD) unless otherwise stated. Client is solely responsible for any currency conversion fees, payment-processor fees, bank charges, or taxes (including sales, VAT, or similar taxes) that may apply.
- Late payments may incur interest at the maximum rate permitted by law or a reasonable late fee, and we may suspend all work and access until payment is current.
- Additional fees apply for work outside the original agreed scope (see Section 4).
3. Delivery Timelines & Client Delays
Any timelines or estimated delivery dates provided are good-faith estimates only and are not guaranteed. Actual delivery depends on:
- Project complexity and scope
- Client responsiveness and timely provision of feedback, content, and approvals
- Scope changes or additional requests
StudioCo is not responsible for delays caused by Client’s late feedback, missing materials, unclear instructions, or third-party factors outside our reasonable control. Client delays automatically extend the timeline by a corresponding period (plus reasonable restart time).
4. Revisions & Scope Changes
- The number of revision rounds included is defined by the selected package or SOW.
- Revisions are limited to refinements of the previously approved concept or direction. Major changes in direction, new concepts, or work outside the original scope constitute a change order and will require additional payment at our then-current rates (or as quoted).
- Feedback must be consolidated and provided within a reasonable time (typically within 5–7 business days unless otherwise agreed). Multiple fragmented feedback rounds may be counted against the included revision allowance.
- StudioCo reserves the right to decline excessive, unreasonable, or abusive revision requests.
All change requests must be agreed in writing (email is sufficient) before additional work begins.
5. Client Responsibilities & Warranties
Client agrees to:
- Provide accurate, complete, and timely information, content, feedback, and approvals
- Supply all necessary text, images, logos, branding guidelines, and other materials
- Ensure Client has (and will maintain) all necessary rights, licenses, and permissions to use any materials provided to StudioCo
- Designate a single point of contact authorized to provide binding feedback and approvals
Client Warranties: Client represents and warrants that all materials provided to StudioCo do not infringe any third-party intellectual property, privacy, publicity, or other rights, and that Client has full authority to provide them. Client is solely responsible for the legality, accuracy, and appropriateness of Client-provided content.
StudioCo has no obligation to independently verify ownership, trademarks, copyrights, or other legal rights in Client-provided materials.
6. Intellectual Property
Final Deliverables: Upon full and final payment of all fees due for a project and delivery of the final approved files, StudioCo assigns to Client all right, title, and interest in the final, approved custom deliverables created specifically for that project (subject to the limitations below). Until full payment is received, StudioCo retains all ownership and Client has no license or right to use any work product.
Retained Rights: StudioCo retains all ownership of:
- Unused concepts, drafts, working files, source files, and preliminary designs
- Pre-existing tools, templates, frameworks, code libraries, design systems, processes, and know-how
- Any general techniques or non-client-specific elements
If pre-existing StudioCo materials are incorporated into final deliverables, Client receives a limited, non-exclusive, non-transferable license to use them solely as part of those deliverables.
Portfolio Rights: StudioCo retains the perpetual, royalty-free right to display, reproduce, and promote completed work (including final designs and Client name/logo) in our portfolio, website, social media, case studies, and marketing materials, unless Client requests otherwise in writing before project commencement and we agree in writing.
Third-Party Assets: Projects may incorporate licensed fonts, stock imagery, plugins, or other third-party resources. These remain subject to their original license terms. StudioCo does not transfer ownership of third-party assets and does not guarantee exclusivity. Client is solely responsible for obtaining any extended, commercial, or additional licenses required for Client’s intended use.
7. Unauthorized Use
Any use, reproduction, modification, distribution, or display of StudioCo work product (including drafts or concepts) without full payment and written permission is strictly prohibited. StudioCo reserves the right to:
- Immediately revoke any usage rights
- Demand payment for unauthorized use
- Seek injunctive relief and damages
- Remove or disable access to files and services
8. Refunds, Cancellations & Chargebacks
Due to the custom, creative, and digital nature of our services, payments are generally non-refundable once work has commenced. However, we stand behind the quality of our work with the following guarantee:
No-Questions-Asked Money-Back Guarantee. On the rare occasion we are unable to get your brand just right after good-faith efforts and the included revision rounds, we will continue working with you until we do — or provide a full refund of the fees paid for that specific project. This guarantee applies only when StudioCo determines, in its reasonable discretion, that we have been unable to deliver a satisfactory final result despite collaborative effort from both parties.
Standard Refund Rules
- Before Work Begins: Orders may be cancelled before any substantive work has started. Any refund is at StudioCo’s sole discretion.
- After Work Begins: Once concept development, design work, or initial delivery has started, refunds are not available except under the Money-Back Guarantee described above. Clients are expected to use the included revision rounds to request changes.
- Subscription Services: Payments are non-refundable once billed. Cancellation must be requested before the next billing cycle; no partial or prorated refunds are provided for unused time.
- Chargebacks: Client agrees to contact StudioCo first to attempt resolution before initiating any chargeback or payment dispute. Filing a chargeback without prior good-faith contact is a material breach. In such cases: all rights to deliverables are immediately revoked, access to files and services may be terminated, and StudioCo reserves the right to dispute the chargeback and pursue recovery of funds plus costs.
The Money-Back Guarantee does not apply to situations involving Client delays, failure to provide required materials or feedback, changes in direction outside the original scope, or dissatisfaction based on subjective preference after the included revisions have been exhausted and a final version has been approved or delivered.
9. Website Subscription Services
For ongoing subscription-based website services:
- StudioCo retains ownership of the website design, code, underlying files, and infrastructure unless a separate written buyout or ownership-transfer agreement is executed (which may require a minimum term and additional fee).
- Upon cancellation or non-payment: the website may be taken offline, access may be revoked, and files are not guaranteed to be transferred.
- Client remains responsible for any third-party hosting, domain, or service fees associated with the site.
10. No Guarantees & Disclaimer of Warranties
StudioCo provides services on a professional, best-effort basis. We do not guarantee:
- Specific business results, revenue, conversions, rankings, or performance
- That designs or websites will be error-free or uninterrupted
- Compatibility with every device, browser, or future platform changes
- Trademark registrability or freedom from third-party claims
To the maximum extent permitted by law, all services and deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
11. Limitation of Liability
To the maximum extent permitted by applicable law:
- StudioCo shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost data, business interruption, or loss of opportunity, even if advised of the possibility of such damages.
- StudioCo’s total aggregate liability arising out of or related to any project or these Terms shall not exceed the total fees actually paid by Client to StudioCo for the specific service giving rise to the claim.
- The foregoing limitations apply regardless of the form of action (contract, tort, negligence, strict liability, or otherwise).
Some jurisdictions do not allow certain limitations; in such cases, liability is limited to the fullest extent permitted by law.
12. Indemnification
Client agrees to indemnify, defend, and hold harmless StudioCo and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Client-provided materials or content
- Client’s use of the deliverables
- Client’s breach of these Terms or any warranties
- Any claim that Client-provided materials infringe third-party rights
- Unauthorized use of deliverables
13. Termination
StudioCo may suspend or terminate services immediately if:
- Client breaches these Terms
- Payment obligations are not met
- Client engages in abusive, harassing, or unreasonable conduct
- Continuing the project would violate law or create unreasonable risk
Upon termination for Client breach, no refunds are due, and all rights to work product remain with StudioCo until full payment (if any) is made. Provisions that by their nature should survive (IP, payment, limitation of liability, indemnification, governing law, etc.) will survive termination.
14. Confidentiality
Each party agrees to keep confidential any non-public business, technical, or creative information received from the other party and to use it only for performing under these Terms, except as required by law or with prior written consent.
15. Independent Contractor
StudioCo is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. StudioCo retains sole control over the manner and means of performing the services.
16. Force Majeure
StudioCo is not liable for any failure or delay caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or power failures, or pandemics.
17. Dispute Resolution & Governing Law
These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law principles.
Any dispute arising out of or relating to these Terms or the services shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Los Angeles County, California, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs unless the arbitrator determines otherwise. Class actions and jury trials are waived to the fullest extent permitted by law.
Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
18. General Provisions
- Entire Agreement: These Terms, together with any applicable SOW or proposal, constitute the entire agreement and supersede all prior discussions.
- Amendments: We may update these Terms at any time by posting the revised version. Continued use of services after the effective date constitutes acceptance. Material changes may be notified by email.
- Severability: If any provision is held unenforceable, the remaining provisions remain in full force.
- Waiver: Failure to enforce any provision is not a waiver of future enforcement.
- Assignment: Client may not assign these Terms without our prior written consent. We may assign freely.
- Notices: Notices may be given by email to the addresses on record.
- Headings: Headings are for convenience only.
19. Contact
Questions about these Terms: hello@studioco.co
By purchasing, commissioning, or using StudioCo services, you confirm that you have read, understood, and agree to be bound by these Terms of Service.
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