Standard Terms and Conditions

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Updated June 27, 2025

1. Recitals: Under this agreement Studio 22 Design, Inc. (dba: Upspire Labs) shall be ("the Agency") with its principal office in the state of California, USA and [client name indicated on Proposal for Services]  ("the Client") agree to the terms herein, in good faith.
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2. Proposal: The terms of the Proposal shall be effective for 30 days after presentation to Client. If not executed within that window, the Proposal (and any related terms, conditions, or deliverables) may be amended or replaced.
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3. Timing: Agency will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake all reasonable efforts to perform the Services within the timeline identified in the Proposal. Client agrees to review each stage of Deliverables as quickly as possible, and to (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client's concerns, objections or corrections to Agency. The Agency shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Agency's ability to meet any and all schedules is entirely dependent upon Client's prompt performance of its obligations to provide materials and written approvals. Any delays in Client's performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Agency's obligations under this Agreement.
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4. Completion Date: Agency’s delivery schedule assumes timely Client input. If Client delays providing required materials or approvals beyond five (5) business days, Agency may pause work. In such event, Client shall pay for all reimbursable costs plus Agency’s hourly fees incurred to date. No further progress payments shall be due until Client resumes its obligations.
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5. Forfeiture of Contract: If Client fails to provide necessary materials or direction for six (6) months from the Agreement date, Agency may treat the project as canceled. Upon such cancellation, the Termination provisions below will apply.
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6. Client Responsibilities: Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Agency; and (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal.
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7. Accreditations/Promotion: Agency retains the right to reproduce, publish and display the Deliverables in Agency's portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other's reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials.
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8. Agency Agents: Agency shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services ("Design Agents"). Notwithstanding, Agency shall remain fully responsible for such Design Agents' compliance with the various terms and conditions of this Agreement.
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9. No Exclusivity: The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Agency, and Agency shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Agency.
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10. Warranties and Representations:
    By Client. Client represents, warrants and covenants to Agency that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client's knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
    
    By Agency. (a) Agency hereby represents, warrants and covenants to Client that Agency will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Agency further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Agency and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Agency, Agency shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Agency to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Agency's knowledge, the Final Art provided by Agency and Agency's subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Agency shall be void. Upon receipt of all payments due under this Agreement, Agency assigns to Client all copyrights in the Final Deliverables. (c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT
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11. Limitation of Liability: Except for liability arising from Agency’s gross negligence or willful misconduct, or any breach of Agency’s obligations regarding intellectual property infringement, Agency’s total liability under this Agreement shall not exceed the total fees actually paid by Client to Agency. In no event shall Agency be liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
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12. Term and Termination
    12.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered or if inactivity causes a Forfeiture of Contract.
    
    12.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
    
    12.3 In the event of termination by Client (for convenience), Agency shall be compensated as follows (whichever is greater):
    (a) Reimbursable costs plus hourly fees for work performed through the termination date;
    (b) A minimum cancellation fee equal to 20% of the total Agreement fees; or
    (c) The prorated portion of work delivered as of termination.
    
    12.4 In the event of termination by Client and upon full payment of compensation as provided herein, Agency grants to Client such right and title to those Deliverables provided to, and accepted by Client as of the date of termination.
    
    12.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party's request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
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13. ‍Confidential Information: Each party (“Recipient”) acknowledges that it will receive Confidential Information of the other party (“Discloser”). Recipient agrees not to use or disclose Discloser’s Confidential Information to any third party except as necessary to perform its obligations under this Agreement. Confidential Information does not include information already in the public domain or rightfully obtained from another source.
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14. ‍Testing and Acceptance Procedures: The Agency will make every good faith effort to test all deliverables thoroughly and make all necessary, corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverable and make the milestone payment set forth herein or provide the Agency with written notice of any corrections to be made and a suggested date for completion which should be mutually acceptable to both the Agency and the Client.
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15. ‍Dispute Resolution:
    A. Mediation; Arbitration. If we are unable to amicably resolve through discussion a dispute related to this Agreement, then either of us may require that the dispute be submitted to one (1) mediation session conducted by a mediator we select within fifteen (15) days. If we cannot agree on a mediator within that period, or if a mediation session is conducted but the dispute still exists, the dispute shall be settled by binding arbitration in the County of Santa Clara, California in accordance with the Commercial Arbitration rules of the American Arbitration Association by one arbitrator. Each of us shall each pay one-half (1/2) of the costs and expenses of the arbitrator, but we shall each be responsible for the fees and expenses of our respective legal counsel, witnesses and experts.
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    B. Injunctive Relief.  Notwithstanding Section 15 A, either of us may apply to any court of competent jurisdiction for preliminary or interim equitable relief with regard to any matter related to confidential information, intellectual property rights, or to compel arbitration in accordance with Section 15 A.
    
    This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts-of-law principles.
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16. ‍Project Commencement: Agency will begin performance of the Services upon receipt of the initial deposit specified in the Proposal. No additional signed form is required beyond the fully executed Agreement.
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17. ‍Warranty Period: Agency will provide up to 90 days of no-cost technical support to correct any bugs or errors in the Final Deliverables as delivered. This support is limited to one (1) hour per week.