Terms of Service

1. Agreement to Terms

By accessing, browsing, or using the website and services provided by Vexoria Digital ("Company," "we," "our," or "us"), located at 6767 S Spruce St, Englewood, CO 80112, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Vexoria Digital. If you do not agree with any part of these Terms, you must discontinue use of our website and services immediately.

These Terms apply to all visitors, users, clients, and any other person who accesses or uses our website and services. We reserve the right to update, change, or replace any part of these Terms at our sole discretion. It is your responsibility to review these Terms periodically for changes. Your continued use of or access to our website and services following the posting of any changes constitutes acceptance of those changes.

2. Description of Services

Vexoria Digital provides digital branding and visual design services. Our service offerings include, but are not limited to, the following:

Brand Identity Development: Strategic creation of comprehensive visual identity systems that define how a brand presents itself across digital channels. This includes research, conceptual development, visual language creation, and the establishment of foundational design elements that serve as the core of a brand's visual communication strategy.

Logo Design and Brand Asset Creation: The design and development of primary logos, secondary marks, favicons, iconography systems, illustration styles, and other visual brand assets. All logo work includes multiple concept presentations, revision rounds as specified in the project agreement, and final delivery in industry-standard file formats.

Brand Guidelines and Design Documentation: The preparation of comprehensive brand guideline documents that establish rules for typography usage, color palette application, spacing and layout principles, logo usage regulations, tone of voice guidance, and any other specifications necessary to maintain brand consistency.

Digital Visual Materials: Design of visual content optimized for online platforms, including but not limited to social media graphics, digital presentation templates, email header designs, web banner designs, and other digital-first visual materials.

Our services are exclusively creative and advisory in nature. We do not provide advertising management, software development, website development, application development, server management, hosting services, search engine optimization, or the management of any client systems or accounts. Any work outside the scope explicitly defined in a project agreement will require a separate agreement and may incur additional fees.

3. Client Responsibilities

In order for Vexoria Digital to deliver services effectively and within agreed-upon timelines, the Client agrees to the following responsibilities:

The Client shall provide accurate, complete, and timely information, materials, and feedback as reasonably requested by Vexoria Digital. This includes, but is not limited to, brand information, company background, target audience details, competitor references, and any existing visual assets or brand documentation.

The Client shall designate a single point of contact who has the authority to provide feedback, approve deliverables, and make decisions on behalf of the Client's organization. All communications and approvals must be channeled through this designated representative to ensure consistency and efficiency.

The Client shall respond to requests for feedback and approval within the timeframes specified in the project agreement. Failure to provide timely feedback may result in project delays, and Vexoria Digital shall not be held responsible for any such delays caused by the Client's lack of responsiveness.

The Client acknowledges that any materials provided to Vexoria Digital for use in the project (including but not limited to text, images, logos, and other content) must be owned by the Client or the Client must have proper licensing rights to use such materials. The Client shall indemnify and hold harmless Vexoria Digital from any claims arising from the use of Client-provided materials.

4. Project Agreements and Proposals

Before the commencement of any project, Vexoria Digital will provide the Client with a detailed project proposal or statement of work ("Project Agreement") that outlines the specific scope of work, deliverables, timeline, milestones, revision rounds, and associated fees. The Project Agreement shall become binding upon written acceptance by the Client, which may include acceptance via electronic communication such as email.

Any work requested that falls outside the scope defined in the Project Agreement will be considered additional work and will require a separate written agreement, including new timelines and fees. Vexoria Digital is under no obligation to perform work that has not been agreed upon in a signed or accepted Project Agreement.

Project timelines are estimates provided in good faith based on the information available at the time of proposal creation. Actual timelines may vary depending on the complexity of the project, the Client's responsiveness, the volume of revisions requested, and other factors beyond Vexoria Digital's reasonable control.

5. Fees, Payment, and Invoicing

All fees for services rendered by Vexoria Digital will be specified in the Project Agreement. Unless otherwise stated, fees are quoted in United States Dollars (USD). Payment terms are as follows unless a different arrangement has been agreed upon in writing:

A non-refundable deposit of fifty percent (50%) of the total project fee is required before work commences. The remaining fifty percent (50%) is due upon completion of the project, prior to the delivery of final files and assets.

For larger projects, a milestone-based payment schedule may be established in the Project Agreement. In such cases, payments will be due at the completion of each specified milestone, and work on subsequent milestones will not commence until payment for the completed milestone has been received.

Invoices are payable within fourteen (14) calendar days of issuance unless otherwise specified. Late payments may incur a late fee of one and a half percent (1.5%) per month on the outstanding balance, or the maximum amount permitted by applicable law, whichever is lesser.

Vexoria Digital reserves the right to suspend or terminate work on any project for which payment is overdue. In such cases, the Client remains responsible for payment of all fees for work completed up to the date of suspension or termination.

6. Intellectual Property Rights

Upon receipt of full and final payment for a project, Vexoria Digital grants the Client exclusive ownership of the final, approved deliverables as specified in the Project Agreement. This transfer of ownership applies only to the final approved versions of the deliverables and not to any preliminary concepts, drafts, unused designs, or rejected work.

Vexoria Digital retains ownership of all preliminary concepts, rejected designs, unused ideas, working files, source materials, and any proprietary tools, techniques, or methodologies developed or used during the course of the project. The Client acknowledges that these materials remain the exclusive intellectual property of Vexoria Digital.

Vexoria Digital reserves the right to display and link to completed project work as part of its portfolio, case studies, marketing materials, and self-promotional activities, unless a specific non-disclosure or confidentiality agreement has been executed between the parties.

Until full payment has been received, all designs, concepts, and materials created by Vexoria Digital remain the exclusive property of Vexoria Digital. The Client is prohibited from using, reproducing, modifying, or distributing any such materials until the ownership transfer conditions specified herein have been fully satisfied.

7. Revisions and Modifications

Each Project Agreement will specify the number of revision rounds included in the project fee. A "revision round" is defined as a consolidated set of changes requested by the Client following the presentation of a design concept or deliverable.

The Client is encouraged to consolidate all feedback into a single, comprehensive set of revisions per round to ensure efficiency and maintain project timelines. Individual, incremental feedback submissions outside of a structured revision round may be counted as additional revision rounds at Vexoria Digital's discretion.

Revision requests that significantly alter the project scope, direction, or concept beyond what was originally agreed upon may be considered new work and may require an additional fee and timeline adjustment. Vexoria Digital will notify the Client in advance if a revision request is deemed to exceed the agreed-upon scope before proceeding.

Additional revision rounds beyond those specified in the Project Agreement will be billed at Vexoria Digital's standard hourly rate, which will be communicated to the Client in advance for approval before any additional work is undertaken.

8. Confidentiality

Both Vexoria Digital and the Client agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the project engagement. This includes, but is not limited to, business strategies, financial information, customer data, trade secrets, and any other information designated as confidential by the disclosing party.

This confidentiality obligation shall survive the termination or completion of the project for a period of two (2) years, unless a longer period is specified in a separate confidentiality or non-disclosure agreement. Confidential information does not include information that is publicly available, information that was known to the receiving party prior to disclosure, or information that is required to be disclosed by law or court order.

9. Warranties and Disclaimers

Vexoria Digital warrants that all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Vexoria Digital further warrants that all original work produced will not, to the best of its knowledge, infringe upon the intellectual property rights of any third party.

Except as expressly stated herein, all services and deliverables are provided "as is" without any other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Vexoria Digital does not warrant that the use of its designs will result in any particular business outcome, revenue increase, or market advantage.

Vexoria Digital's total liability for any claims arising from or related to its services shall not exceed the total amount of fees paid by the Client for the specific project giving rise to such claims.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Vexoria Digital shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or loss of goodwill, arising from or related to the use or inability to use our services, whether based on warranty, contract, tort, strict liability, or any other legal theory, even if Vexoria Digital has been advised of the possibility of such damages.

In no event shall Vexoria Digital's aggregate liability to the Client for all claims arising from or related to a project exceed the total fees actually paid by the Client for that specific project.

11. Termination

Either party may terminate a project engagement by providing written notice to the other party. In the event of termination, the following provisions shall apply:

If the Client terminates the project, the Client shall be responsible for payment of all fees for work completed up to the date of termination. The non-refundable deposit will not be returned. Vexoria Digital will provide the Client with all approved deliverables completed up to the termination date upon receipt of payment for outstanding work.

If Vexoria Digital terminates the project due to the Client's breach of these Terms, failure to pay, or other material default, the Client shall be responsible for payment of all fees for work completed up to the date of termination, plus any applicable late fees.

If Vexoria Digital terminates the project for reasons not attributable to the Client, Vexoria Digital shall refund any fees paid for work not yet completed and shall deliver all approved work completed up to the termination date.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any Project Agreement if such failure or delay results from events, circumstances, or causes beyond its reasonable control, including but not limited to natural disasters, acts of God, pandemics, government actions or restrictions, power failures, internet outages, acts of terrorism, labor disputes, or other similar events.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of law provisions. Any disputes arising from or related to these Terms or our services shall be resolved in the state or federal courts located in Arapahoe County, Colorado, and both parties consent to the exclusive jurisdiction of such courts.

14. Severability

If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, such provision shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect.

15. Entire Agreement

These Terms, together with any applicable Project Agreements, constitute the entire agreement between the Client and Vexoria Digital with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written, between the parties.

16. Contact Information

For questions, concerns, or inquiries regarding these Terms of Service, please contact us through the following channels: