Studio / Terms of Service

Terms of Service.

Effective · February 1, 2025
These Terms of Service govern your use of the website operated by XSD MGMT, LLC ("the Studio," "we," "us"), 4640 Cass St, San Diego, CA 92109, United States, and the general conditions under which the Studio provides design services. By accessing this website, you agree to these terms.

1. Nature of This Website

This website is provided for general informational purposes — describing the Studio's disciplines, method, and how to commission work. Content on this site does not constitute professional advice, and no designer-client relationship is formed by visiting the site, submitting a brief, or receiving a response. A working relationship is established only upon execution of a written proposal or engagement agreement.

2. Design Services

All design services are provided pursuant to a written proposal or engagement agreement specifying scope, deliverables, revision allowances, timeline, and fees. In the event of a conflict between these Terms and a signed agreement, the agreement controls.

2.1 Briefs and Proposals

Proposals are issued following review of a written brief and are based on the information provided. The Studio may decline any commission at its discretion, including where the requested work falls outside its disciplines or creates a conflict with an existing client.

2.2 Client Obligations

Clients agree to provide accurate information, timely feedback within stated review windows, and access to any reference materials, brand assets, or site measurements reasonably required for the work. Delays in client review may extend the delivery timeline.

2.3 Revisions

Each proposal states the number of included revision rounds. Revisions beyond the stated allowance are billed at the Studio's current rate with prior notice. Changes to the approved brief constitute a change of scope and are quoted separately.

3. Intellectual Property

3.1 Website Content

All content on this website — including text, graphics, layout, and design — is the property of XSD MGMT, LLC or its licensors and is protected by copyright and other intellectual property laws. You may view and print pages for personal, non-commercial use. No other reproduction or distribution is permitted without written consent.

3.2 Deliverables and Rights Assignment

Unless otherwise stated in an engagement agreement, ownership of final deliverables transfers to the client upon payment in full. The Studio retains ownership of preliminary studies, rejected concepts, working files, and its pre-existing tools and methods. The Studio retains the right to display completed work in its portfolio and professional materials unless the client has requested confidentiality in writing.

3.3 Third-Party Materials

Where deliverables incorporate licensed fonts, stock imagery, or third-party materials, the client receives the license scope applicable to those materials; purchase of extended licenses is the client's responsibility unless included in the proposal.

4. Fees and Payment

Fees are stated in the proposal and may be structured as fixed fees, milestone payments, or retainers. A commencement payment may be required before work begins. Invoices are payable within the period stated on the invoice; late payments may accrue interest at the rate specified in the agreement, not to exceed the maximum permitted by law. The Studio may suspend work for invoices materially past due upon written notice.

5. Confidentiality

Each party agrees to protect the other's confidential information with reasonable care and to use it only for purposes of the engagement. Exceptions apply for information that is publicly known, independently developed, rightfully received from a third party, or required to be disclosed by law. Confidentiality obligations survive the engagement.

6. Acceptable Use of This Website

You agree not to: (a) use the website for any unlawful purpose; (b) submit false, misleading, or fraudulent information through any form; (c) submit materials you do not have the right to share; (d) attempt to gain unauthorized access to systems or data; (e) interfere with the operation of the website; or (f) scrape or harvest content by automated means without consent.

7. Disclaimer of Warranties

This website is provided "as is" and "as available" without warranties of any kind, express or implied. Design deliverables are warranted to conform materially to the specifications in the applicable engagement agreement; all other warranties are disclaimed to the extent permitted by law. The Studio does not warrant that third-party fabricators, printers, or manufacturers will execute deliverables without error.

8. Limitation of Liability

To the maximum extent permitted by law, the Studio's aggregate liability arising from or related to this website shall not exceed one hundred dollars. Liability for design services is limited as stated in the applicable engagement agreement and, absent contrary terms, shall not exceed the fees paid under that agreement. In no event shall the Studio be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or production losses.

9. Indemnification

You agree to indemnify and hold harmless XSD MGMT, LLC from claims, losses, and expenses (including reasonable attorneys' fees) arising from your violation of these Terms, your misuse of this website, or your submission of materials that infringe the rights of any third party.

10. Third-Party Sites

This website may contain links to third-party websites for convenience. The Studio does not endorse and is not responsible for the content, products, or practices of any third-party site.

11. Termination

Either party may terminate an engagement as provided in the agreement. Upon termination, the client shall pay for work performed and non-cancelable commitments incurred through the termination date. Provisions concerning intellectual property, confidentiality, payment, and limitation of liability survive termination.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Any dispute arising from these Terms or use of this website shall be resolved in the state or federal courts located in San Diego County, California, and the parties consent to their jurisdiction.

13. Severability and Waiver

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. Failure to enforce any right or provision is not a waiver of that right or provision.

14. Changes to These Terms

We may revise these Terms from time to time. The current version will be posted on this page with its effective date. Continued use of the website following a revision constitutes acceptance of the revised Terms.

15. Contact

Questions about these Terms should be directed to: