PIXEL OPS STUDIO, LLC

TERMS OF USE & SERVICE AGREEMENT

### 1. ACCEPTANCE OF TERMS

By accessing our website, requesting services, submitting project materials, making a payment, or engaging Pixel Ops Studio, LLC ("Pixel Ops," "Company," "we," "us," or "our") for services, you ("Client," "Customer," or "you") agree to these Terms of Use and Service Agreement.

These terms apply to all services provided by Pixel Ops Studio, LLC, including graphic design, website development, digital marketing, social media management, branding, advertising, print design, custom apparel design, digital content creation, and related creative services.

### 2. DESCRIPTION OF SERVICES

Pixel Ops Studio provides creative, digital, and marketing services, which may include:

- Graphic design and visual branding.
- Logo design and brand development.
- Website design, development, and maintenance.
- Social media graphics, content, and marketing.
- Digital advertising and promotional campaigns.
- Print design and production coordination.
- Custom apparel and merchandise graphics.
- Application graphics, promotional materials, and digital assets.
- Search engine optimization (SEO) and marketing consultation.

Specific deliverables, pricing, timelines, and project requirements may be established through written proposals, invoices, project agreements, or other communications.

### 3. CLIENT RESPONSIBILITY AND AUTHORIZATION TO USE IMAGES AND MATERIALS

**THIS SECTION IS PARTICULARLY IMPORTANT.**

The Client represents and warrants that they own, control, or have obtained all necessary rights, licenses, permissions, and authorizations to provide Pixel Ops Studio with any materials submitted for use in a project.

These materials may include, but are not limited to:

- Photographs and personal images.
- Images of employees, customers, models, or other individuals.
- Logos, trademarks, and business names.
- Artwork, illustrations, and graphics.
- Videos, audio recordings, and written content.
- Fonts, stock images, and other licensed materials.
- Third-party copyrighted or proprietary content.

By submitting these materials, the Client expressly authorizes Pixel Ops Studio to reproduce, edit, modify, resize, enhance, publish, distribute, incorporate, and otherwise use the materials as reasonably necessary to complete the requested project.

The Client is solely responsible for obtaining any required copyright licenses, model releases, property releases, trademark permissions, and other legal authorizations.

**Pixel Ops Studio does not independently verify ownership, copyright status, licensing rights, or permissions for materials supplied by the Client.**

Pixel Ops Studio shall not be responsible for claims, damages, disputes, legal actions, or liabilities arising from the Client's submission or unauthorized use of images, photographs, logos, trademarks, artwork, or other materials.

The Client agrees to defend, indemnify, and hold harmless Pixel Ops Studio, LLC from third-party claims arising out of materials supplied or authorized by the Client, subject to applicable law.

### 4. THIRD-PARTY SERVICES AND LIABILITY

Pixel Ops Studio may utilize, recommend, coordinate with, or rely upon third-party companies, platforms, vendors, software, and service providers to complete projects or provide services.

These may include:

- Website hosting companies and domain registrars.
- Social media platforms, including Facebook, Instagram, and other advertising networks.
- Google, Google Ads, and other advertising platforms.
- Printing companies and merchandise manufacturers.
- Custom apparel and production vendors.
- Payment processors and financial service providers.
- Software providers, artificial intelligence platforms, and digital tools.
- Stock photography, font, and graphic asset providers.
- Website plugins, integrations, and external applications.

Pixel Ops Studio does not own or control these independent third-party services.

The Client acknowledges that third-party providers operate under their own terms, policies, pricing structures, and service agreements.

Pixel Ops Studio is not responsible for:

- Third-party service interruptions, outages, or technical failures.
- Changes to third-party policies, pricing, or platform requirements.
- Account suspensions, restrictions, or advertising disapprovals.
- Lost data, compromised accounts, or unauthorized third-party access.
- Printing defects, shipping delays, manufacturing errors, or vendor mistakes.
- Hosting failures, domain registration issues, or external software problems.
- Changes to social media algorithms, search rankings, or advertising performance.
- Third-party actions, omissions, negligence, or contractual disputes.

Where Pixel Ops Studio coordinates with a third-party provider on behalf of a Client, the Client understands that the third party remains an independent provider.

Pixel Ops Studio shall not be liable for losses or damages caused by independent third parties, except to the extent directly caused by Pixel Ops Studio's own acts or omissions where liability cannot legally be excluded.

### 5. COPYRIGHT AND INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, original designs and creative materials developed by Pixel Ops Studio remain the intellectual property of Pixel Ops Studio until all applicable project fees have been paid in full.

Upon full payment, the Client receives the rights to use the final approved deliverables for the purposes agreed upon in the project agreement.

Pixel Ops Studio retains ownership of:

- Preliminary design concepts and rejected proposals.
- Unused creative materials and design alternatives.
- Internal templates, processes, and methodologies.
- Proprietary design systems and reusable resources.
- Pre-existing intellectual property and tools.

Third-party assets, including stock photographs, fonts, software, and licensed graphics, remain subject to their respective licensing agreements.

The Client may not claim ownership of third-party materials or use them beyond the permissions granted by their respective owners.

Pixel Ops Studio reserves the right to display completed projects in its portfolio, website, social media, and promotional materials unless a separate written confidentiality agreement or restriction has been established.

### 6. PROJECT APPROVALS AND CLIENT RESPONSIBILITIES

The Client is responsible for reviewing all project materials before approving final delivery, publication, printing, or launch.

The Client must carefully verify:

- Spelling, grammar, and contact information.
- Business names, logos, and trademarks.
- Pricing, promotional offers, and advertising claims.
- Photographs, graphics, and visual content.
- Website functionality and displayed information.
- Legal disclaimers and regulatory statements.

Once the Client approves a design, advertisement, website, or production file, Pixel Ops Studio may proceed with delivery or production.

Pixel Ops Studio is not responsible for errors that were present in approved materials and were not identified before final production or publication.

Additional changes requested after approval may result in additional charges.

### 7. PAYMENTS, DEPOSITS, AND REFUNDS

All project fees, deposits, subscription charges, and service payments must be paid according to the agreed payment schedule.

Unless otherwise specified in writing:

- Deposits are required before work begins.
- Work may be suspended for overdue payments.
- Additional revisions or work outside the original scope may incur additional fees.
- Completed work, delivered digital products, and services already performed are generally non-refundable.
- Third-party expenses, vendor charges, advertising expenditures, and production costs may be non-refundable.

Refund eligibility will be determined in accordance with the applicable project agreement and applicable law.

### 8. PROJECT TIMELINES AND DELAYS

Estimated project completion dates are provided as good-faith estimates and are not guaranteed unless expressly agreed to in writing.

Project delays may result from:

- Late Client responses or approvals.
- Missing project materials.
- Changes in project requirements.
- Third-party service interruptions.
- Vendor or production delays.
- Circumstances beyond reasonable control.

Pixel Ops Studio is not responsible for delays caused by the Client or independent third parties.

### 9. MARKETING AND ADVERTISING DISCLAIMERS

Pixel Ops Studio provides marketing, advertising, branding, and promotional services.

However, the Company does not guarantee specific business results, including:

- Sales or revenue increases.
- Website traffic or search engine rankings.
- Social media followers or engagement.
- Advertising conversions or customer acquisition.
- Leads, appointments, or customer inquiries.
- Business profitability or market performance.

Marketing results depend on numerous factors outside the Company's control, including competition, advertising budgets, market conditions, platform algorithms, and consumer behavior.

The Client remains responsible for ensuring that its business operations, products, services, advertising claims, and promotional offers comply with applicable laws and regulations.

### 10. WEBSITE, HOSTING, AND DIGITAL SECURITY

Pixel Ops Studio may provide website development, maintenance, hosting coordination, and related digital services.

Although reasonable efforts may be made to maintain functionality and security, no website or online system can be guaranteed to operate without interruptions, vulnerabilities, or technical issues.

Pixel Ops Studio is not responsible for unauthorized access, cyberattacks, malware, hosting outages, data loss, or security incidents originating from third-party providers or systems outside its reasonable control.

The Client is responsible for maintaining secure account credentials and appropriate access permissions.

### 11. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Pixel Ops Studio, LLC, its owners, members, employees, contractors, representatives, and agents against third-party claims, demands, damages, losses, liabilities, and reasonable legal expenses arising from:

1. Materials, photographs, images, logos, or content supplied by the Client.
2. Copyright, trademark, publicity, privacy, or intellectual property infringement involving Client-supplied materials.
3. The Client's products, services, business operations, or advertising claims.
4. The Client's violation of applicable laws or regulations.
5. The Client's breach of this Agreement.
6. The Client's unauthorized use or distribution of third-party materials.
7. Claims arising from the Client's failure to obtain necessary permissions or licenses.

This indemnification obligation does not apply to the extent a claim is caused by Pixel Ops Studio's own wrongful conduct or where prohibited by applicable law.

### 12. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Pixel Ops Studio, LLC shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business opportunities, lost revenue, loss of data, or reputational harm.

The Company's total aggregate liability arising out of a particular project or service shall not exceed the amount actually paid by the Client to Pixel Ops Studio for the specific services giving rise to the claim during the six (6) months preceding the event giving rise to the claim.

Nothing in this Agreement excludes liability that cannot legally be excluded or limited under applicable law.

### 13. TERMINATION OF SERVICES

Either party may terminate a project or service relationship in accordance with the applicable written agreement.

Pixel Ops Studio reserves the right to suspend or terminate services if:

- The Client fails to make required payments.
- The Client provides unlawful or infringing materials.
- The Client engages in abusive, threatening, or inappropriate conduct.
- The Client requests services that violate applicable laws.
- The Client materially breaches this Agreement.

The Client remains responsible for payment for work completed and authorized expenses incurred before termination.

### 14. CONFIDENTIALITY

Both parties agree to make reasonable efforts to protect confidential business information exchanged during a project.

Confidential information may include business plans, customer information, account credentials, unpublished marketing strategies, financial information, and proprietary business materials.

This provision does not apply to information that is publicly available, independently developed, lawfully received from another source, or required to be disclosed by law.

### 15. FORCE MAJEURE

Pixel Ops Studio shall not be responsible for failure or delay in performing services due to circumstances beyond its reasonable control, including natural disasters, severe weather, power outages, internet disruptions, government actions, labor disputes, cyber incidents, supplier failures, and interruptions of third-party services.

### 16. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Michigan, without regard to conflict-of-law principles.

Any legal proceedings shall be brought in a court of competent jurisdiction in Michigan, subject to applicable jurisdiction and venue requirements.

The parties agree to make reasonable efforts to resolve disputes through good-faith communication before pursuing formal legal proceedings.

### 17. CHANGES TO THESE TERMS

Pixel Ops Studio reserves the right to update or modify these Terms of Use as business practices, services, and applicable laws change.

Updated terms will be published on the Company's website with a revised effective date.

Continued use of the Company's services after updated terms become effective constitutes acceptance of the revised terms to the extent permitted by law.

### 18. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

### 19. ENTIRE AGREEMENT

These Terms of Use, together with any applicable written proposals, invoices, service agreements, and project-specific terms, constitute the agreement between Pixel Ops Studio and the Client concerning the services provided.

Any modifications or exceptions must be agreed upon in writing.

### 20. CONTACT INFORMATION

For questions regarding these Terms of Use, services, or business policies, contact:

Pixel Ops Studio, LLC
P.O. Box 1044 
East Lansing, Michigan 48826

Website: https://www.pixelopsstudio.com

Email: james@pixelopsstudio.com

**BY ENGAGING PIXEL OPS STUDIO, LLC, THE CLIENT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS OF USE AND SERVICE AGREEMENT.**