Agreement and eligibility
These Terms and Conditions govern services from DesignSpark Studio LLC, an Ohio limited liability company. Services are offered only to U.S.-based businesses. You represent that you are at least 18 and authorized to bind the business you represent.
Services and ordering
Our website, proposal, order, checkout, intake, support email, plan documents, and accepted tickets may describe services. Only an authorized written commitment creates a guaranteed scope or deadline. Recurring mechanics are governed by the Subscription Terms.
Order of precedence
For an express conflict, a signed proposal, order, or documented grandfathered agreement controls first; then Subscription Terms for recurring mechanics; then these Terms and Conditions; then an incorporated plan or version. Marketing copy does not silently amend an accepted order.
Client responsibilities
You must provide accurate instructions, timely access by invitation, lawful content, required licenses and consents, consolidated feedback, final approval, backups where you control them, and review of delivered work.
Timing and estimates
A one-business-day quote response is a target, not a guaranteed service-level agreement. Each accepted ticket receives an estimate. Client delays, scope changes, platform outages, and force majeure may adjust timing. A date is guaranteed only when accepted in writing.
Third-party services and costs
Hosting, domains, paid stock, fonts, plugins, advertising spend, and third-party subscriptions are excluded unless an order says otherwise. Third-party availability and terms remain outside our control.
Personnel and subcontractors
We may use trusted employees and subcontractors under confidentiality obligations and remain responsible for contracted performance.
Confidentiality
Each party will protect the other’s confidential information and use it only to perform or receive services. Confidential information does not include information that is publicly available, previously known without breach, independently developed, or lawfully received from another source. Permitted disclosures include service providers and legal process. Return or deletion requests remain subject to required retention obligations.
Intellectual property
You retain materials you supply. After full payment, you own approved original final deliverables. We retain pre-existing tools, templates, reusable components, methods, general know-how, unused concepts, and internal working files. Third-party and open-source assets remain subject to their licenses. We may show completed public work unless you opt out in writing.
Acceptable use
You may not request unlawful, infringing, hateful, deceptive, dangerous, malicious, or unauthorized work; share credentials; attempt to compromise systems; or direct an agent to another client’s information or work.
Indemnification
You will defend and indemnify us against claims arising from your content, instructions, missing permissions, or misuse. We will defend and indemnify you against a third-party U.S. intellectual-property claim concerning an original final deliverable created solely by us, excluding client changes or materials, third-party assets, and unapproved combinations. Each party must provide prompt notice, reasonable cooperation, and control of its defense, subject to a reasonable remedy and applicable law.
Warranties and remedies
We will perform services professionally. Where appropriate, reasonable re-performance is the first remedy. Except as required by law, we do not guarantee revenue, conversion, ranking, campaign results, uninterrupted third-party service, or another business outcome.
Limitation of liability
To the extent permitted by law, neither party is liable for indirect, special, punitive, incidental, or consequential damages. Our aggregate liability is limited to fees paid under the affected subscription during the preceding three months, except for liability that cannot be limited by law.
Suspension and termination
We may suspend or terminate services for past-due payment, unsafe or unlawful conduct, material breach, or platform risk, with a cure opportunity where appropriate. Termination does not erase accrued payment, confidentiality, intellectual-property, dispute, or retention obligations.
Disputes and governing law
Ohio law governs these Terms, subject to nonwaivable law. Before court proceedings, the parties will attempt good-faith informal resolution for 30 days. The applicable state or federal courts serving Stark County, Ohio have exclusive jurisdiction, subject to nonwaivable law.
Notices and general terms
Electronic notices are permitted. Formal legal notices to DesignSpark must be sent to support@mail.designspark.studio and DesignSpark Studio LLC, 815 Superior Ave. E., Ste 1618-A2, Cleveland, OH 44114-2706, USA.
You may not assign this agreement without our written consent, except in connection with a merger or sale of substantially all assets. Neither party is liable for force majeure or another delay caused by events beyond its reasonable control. A waiver must be in writing; a failure to enforce a term is not a waiver. If a provision is unenforceable, the remaining provisions remain effective. Provisions that should survive do survive, including payment, confidentiality, intellectual property, disputes, and retention. These Terms and the applicable order are the entire agreement. Changes to recurring subscription terms are governed by the Subscription Terms.