Terms of Service

1. Agreement to Terms

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

Until a formal corporate entity is established, "EXACTO," "we," "us," or "our" refers to Abdiel Andrés Hernández Ulloa, operating as EXACTO Design. If you are using the Service on behalf of a company, you represent and warrant that you have authority to bind that entity, and “Client” refers to that entity.

2. Definitions

• “Request”: A task submitted by Client through the portal (e.g., an ad creative, pitch deck update, landing page section design in Figma, social templates, captions, short scripts).
• “Backlog”: The list of Requests submitted by Client, including those not currently being worked on.
• “Active Request”: A Request currently in production, limited by the plan's capacity.
• “Deliverables”: The output we provide in response to a Request.
• “Final Deliverables”: Deliverables marked completed/final in the portal or otherwise confirmed in writing.
• “Business Day(s)”: Monday–Friday, excluding U.S. federal holidays.
• “Order Form”: Any written agreement (including email confirmation) specifying plan tier, term, pricing, discounts (including Beta), start date, or special conditions.
• “Platform”: The EXACTO portal software used to submit Requests, track work, and deliver files.

3. Description of Service (No Guaranteed Outcomes)

EXACTO provides subscription-based design and copywriting services. Clients submit Requests through our portal and receive polished, quality-assured Deliverables.

Service tiers, active capacity, update cadence, and estimated turnaround times are defined by your selected plan and/or Order Form.

You acknowledge that EXACTO does not guarantee business outcomes, including (without limitation) conversion rates, revenue, hiring/recruiting results, follower growth, engagement, ad performance, or cost per acquisition.

4. Service Matrix (In-Scope vs. Out-of-Scope)

To protect quality and maintain standards, we maintain boundaries.

4.1 In-Scope

• Design: Branding, ads/creatives, social assets, packaging, pitch decks, presentations, basic UI.
• Web/UI: Interface/page design in Figma (design only).
• Copy: Creative and persuasive copy for ads, landing sections, captions, headlines, CTAs, short scripts.
• Motion: Short motion graphics (typically up to ~30 seconds depending on complexity).

4.2 Out-of-Scope

• Development/implementation: Webflow/React/Shopify builds, deployment/publishing, hosting/DNS, analytics installation.
• Social media management: Posting/scheduling on your accounts, community management, replying to DMs/comments.
• Paid ads management: Media buying, ad account management, pixel setup, campaign optimization, budget management (unless expressly agreed in an Order Form).
• Long-form content: Long blogs, exhaustive SEO research, books/academic content.
• Complex production: Heavy 3D, advanced illustration, long-form video editing, full post-production.
• Compliance/legal review: Legal, medical, or financial compliance review. Client is solely responsible for verifying claims and compliance.

If a Request is out-of-scope, we may decline it or propose a modified approach.

5. Subscriptions & Payments (Clarified)

5.1 Billing (Active Subscription Months)

While your subscription is active (not paused), you are billed only the monthly Plan Fee for your selected tier (Core/Growth/Scale), in advance, on a recurring monthly basis, unless an Order Form states otherwise. By subscribing, you authorize us (and our payment processor) to charge your payment method.

5.2 Platform Retainer Fee (Applies Only During Pauses)

The $99 USD/month Platform Retainer Fee applies only during an approved paused period under Section 6 (“Pause Policy”). It is not charged during normal active subscription months unless expressly stated in an Order Form.

The Platform Retainer Fee maintains your active Slack channel, preserves your Backlog in the portal, and keeps your Figma design files and assets hosted and accessible during the pause.

5.3 Failed Payments

If a payment fails or becomes overdue, we may suspend production, pause Active Requests, and/or restrict access to the Platform until payment is resolved.

5.4 Taxes

Prices exclude applicable taxes unless stated otherwise. Client is responsible for any taxes, duties, or government assessments associated with the Service.

5.5 No Refunds

Refunds are not provided for partial months, unused time, or unused capacity, except where required by law.

5.6 Chargebacks / Payment Disputes

Before initiating a chargeback or payment dispute, Client agrees to contact us at hello@exactodesign.com and make a good-faith effort to resolve the issue. Unauthorized chargebacks may result in suspension or termination of the Service.

5.7 Pricing Changes and Beta Discounts

We may change standard pricing with 30 days' notice. However, any discount, term, or benefit explicitly locked in an Order Form (including Founder's Beta pricing) controls for the duration stated in that Order Form.

6. Pausing, Cancellation, and Platform Retainer

Client may request to pause or cancel a subscription by contacting us at hello@exactodesign.com. Cancellation takes effect at the end of the current billing period.

The Pause Policy: Because our model allocates dedicated creative capacity to your brand, subscription time generally runs concurrently whether utilized or not (use-it-or-lose-it). However, we offer a strict pausing mechanism:

• If a pause is requested with more than 14 days remaining in your current billing cycle, you may bank a maximum of 10 days of service to be used later.
• Banked days must be redeemed within 90 days (3 months) of the pause date, or they will expire.

Platform Retainer Fee: During any paused period, a $99 USD/month fee applies. This fee maintains your active Slack channel, preserves your Backlog in the portal, and keeps your Figma design files and assets hosted and accessible. If the retainer fee is declined or canceled, your subscription is considered fully terminated, all banked days are immediately forfeited, and your project files may be archived.

Access After Cancellation

Upon cancellation, Client retains access to the Platform until the end of the current billing period. After that date, Platform access is removed and files may be archived. Client is responsible for downloading Deliverables before access ends, unless Client elects an approved pause subject to the Platform Retainer Fee.

7. Requests, Revisions, Delivery, and Acceptance

7.1 Unlimited Requests vs. Active Capacity

You may submit unlimited Requests to your Backlog. We work on Requests according to your plan's Active Request limit.

7.2 Turnaround Times

Turnaround times are estimates and vary based on complexity, brief quality, and Client responsiveness.

7.3 Revisions (Defined)

Revisions are included within reasonable scope:

• A Revision means changes consistent with the original Request and brief.
• A change in objective, audience, format, dimensions, platform, or core concept may require a new Request.

7.4 Acceptance Window

To keep production moving, Client agrees to provide timely feedback. If Client does not respond within 14 days after a Deliverable is submitted for review, EXACTO may mark it as accepted/completed and proceed to the next Request.

7.5 Fair Use / Abuse

The Service is intended for use by one legal entity. We may throttle work, require a plan upgrade, or terminate Service if we determine Client is abusing the system (e.g., reselling, running unrelated businesses through one subscription, or attempting to circumvent Active Request limits).

7.6 Source Files (Must Be Requested Upfront)

Client may request source/editable files (e.g., Figma, Illustrator, Canva) at the start of a Request. Source file availability may depend on the tool used to create the Deliverable. If source files are not requested upfront, EXACTO may deliver final exports only.

8. Client Responsibilities

Client is responsible for:

• Providing accurate briefs, brand assets, and timely feedback.
• Ensuring all requested claims are truthful and compliant with applicable laws and platform policies.
• Reviewing Deliverables before publishing or distributing them.
• Maintaining third-party accounts/tools needed to use Deliverables.

Client represents it owns or has rights to all materials it provides and that such materials do not infringe third-party rights.

9. Intellectual Property

9.1 Ownership

Upon full payment, Client owns the Final Deliverables created specifically for Client.

9.2 Client Materials

Client retains ownership of all pre-existing materials it provides.

9.3 EXACTO Pre-existing Materials

EXACTO retains ownership of its pre-existing templates, systems, workflows, processes, and know-how used to create Deliverables. Client receives a license to use any such components only as embedded within the Deliverables.

9.4 Third-Party Assets

If Deliverables include third-party assets (fonts, stock, templates, plugins), Client may need a separate license. Unless expressly included in an Order Form, Client is responsible for obtaining required licenses.

9.5 Portfolio Use

We may showcase completed work in our portfolio unless Client requests confidentiality in writing before or at the time of engagement.

10. Confidentiality

Each party agrees to keep the other's non-public information confidential and use it only to perform under these Terms. Confidential information excludes information that is public, independently developed, or lawfully obtained without breach.

11. Acceptable Use

Client agrees not to:

• Use the Service for unlawful purposes,
• Request content that is discriminatory, defamatory, or illegal,
• Resell or redistribute the Service without written permission,
• Attempt to reverse-engineer, compromise, or abuse the Platform.

12. Third-Party Tools (Including AI-Enabled Features)

We may use third-party tools to provide the Service (e.g., design software, file hosting, communication tools). Some tools may include AI-enabled features. If Client requires restrictions on what information can be processed in certain tools, Client must notify us in writing before submitting that information.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Client is solely responsible for final review and for ensuring Deliverables are suitable, lawful, and compliant prior to use.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACTO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.

OUR TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO EXACTO IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

Client agrees to indemnify and hold harmless EXACTO from claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Client-provided materials or instructions,
• Client's publication or use of Deliverables,
• Alleged illegality or infringement resulting from Client's claims, offers, or directions.

16. Non-Solicitation

During the subscription term and for 12 months after termination, Client agrees not to directly solicit for employment or contracting any EXACTO personnel, founders, or contractors assigned to Client's work, except with our written consent. If violated, Client agrees to pay a reasonable placement fee of $25,000 USD or 50% of the hired person's annualized compensation, whichever is greater.

17. Suspension and Termination by EXACTO

We may suspend or terminate Service if Client:

• Breaches these Terms,
• Has overdue payments,
• Violates Acceptable Use,
• Or abuses the Platform.

Upon termination, any unpaid amounts become immediately due, and we may disable portal access.

18. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control, including outages, natural disasters, labor disputes, government actions, war, or failures of third-party providers.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.

Any dispute arising from these Terms shall be brought exclusively in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction there.

20. Modifications to Terms

We may modify these Terms from time to time. We will notify active subscribers of material changes by email or in-app notice. Continued use after the effective date constitutes acceptance.

If an Order Form conflicts with these Terms, the Order Form controls for that engagement.

21. Assignment / Future Entity

Client acknowledges that EXACTO may form a new legal entity in the future. EXACTO may assign or transfer these Terms, the Service, and any Order Forms to a successor entity (including a newly formed company) without requiring Client consent, provided the successor honors existing Order Forms (including locked Beta pricing terms).

22. Contact

Questions about these Terms: hello@exactodesign.com

Terms page: https://exactodesign.com/terms