DESIGN CENTURA — TERMS AND CONDITIONS

Effective Date: August 21, 2026

These Terms and Conditions (“Terms”) govern access to and use of the Design Centura website, platform, products, and professional services.

Design Centura (“Design Centura,” “we,” “us,” or “our”) provides the website and Services described in these Terms.

Please read these Terms carefully before using our website, creating an account, placing an order, purchasing a product or Service, submitting content, or engaging Design Centura for professional services.

1. ACCEPTANCE OF TERMS

By accessing or using the Design Centura website, creating an account, placing an order, purchasing Services, entering into a Project, or otherwise providing affirmative acceptance through a process presented by Design Centura, you agree to be bound by these Terms and any policies or Project Documentation expressly incorporated into them.

Where Design Centura provides an electronic acceptance mechanism, including a checkbox, confirmation button, electronic signature, written confirmation, or other affirmative action, such acceptance may be maintained as part of the applicable transaction or Project record.

If you purchase or use Services on behalf of a company, business, organization, or other entity, you represent that you have authority to act on behalf of and bind that entity.

If you do not agree to these Terms, you should not purchase or use the applicable Services.

2. ELIGIBILITY

You must be at least eighteen (18) years of age, or the applicable age of legal majority in your jurisdiction, to enter into a binding agreement with Design Centura.

If you are acting on behalf of a company, organization, or other legal entity, you represent that you have sufficient authority to enter into the applicable transaction or Project on its behalf.

3. DEFINITIONS

“Client” or “Customer” means any individual, business, company, organization, or other entity that purchases, orders, or engages Design Centura for a product or Service.

“User” means a Client, Customer, account holder, visitor, or other person accessing or using the Design Centura website, platform, tools, or Services.

“Services” means the professional, creative, digital, technical, software, marketing, consulting, production, development, or other services offered or provided by Design Centura.

“Project” means an individual engagement, order, package, proposal, statement of work, service arrangement, or other assignment between Design Centura and a Client.

“Deliverables” means the designs, files, content, software, websites, applications, documentation, strategies, artwork, media, printed materials, or other work product to be provided under an agreed Project.

“Project Documentation” means any applicable proposal, order, package description, invoice, quotation, statement of work, Project brief, onboarding communication, milestone roadmap, written Project communication, or other documentation applicable to a Project.

4. DESIGN CENTURA SERVICES

Design Centura provides customized creative, digital, technical, software, marketing, consulting, production, and related professional Services. The following categories provide standardized descriptions of Services that Design Centura may offer. The precise Service, scope, Deliverables, and Project requirements applicable to a Client will be determined by the relevant Project Documentation.

4.1 Digital Finished Artwork & Brand Identity Services

Services may include:

  • logo design
  • brand identity development
  • brand guidelines
  • color and typography systems
  • stationery design
  • business collateral design
  • marketing collateral design
  • custom artwork and illustrations
  • digital graphics
  • social media graphics
  • presentation and promotional design
  • apparel-related artwork
  • packaging-related artwork
  • other electronically delivered finished artwork

4.2 Website Design Services

Services may include:

  • website and webpage design
  • responsive website design
  • landing page design
  • website redesign
  • e-commerce website design
  • user interface (UI) design
  • user experience (UX) design
  • wireframing and layout planning
  • WordPress design and implementation
  • other website-related design Services

4.3 Custom Software, Web Portal & Application Development

Services may include:

  • custom web development
  • e-commerce development
  • customer and user portals
  • business dashboards
  • job, professional, social, media, real-estate, medical, news, and enterprise portal development
  • database-driven applications
  • custom functionality
  • API and software integrations
  • module-based architecture
  • deployment and related customized technical solutions

4.4 AI Agent, Automation & Hosted Software Services

Services may include:

  • custom AI agent configuration and deployment
  • customer-support and customer-service AI agents
  • lead-capture and sales-operation AI agents
  • appointment and scheduling automation
  • CRM and workflow automation
  • order-management and commerce-support automation
  • email triage and operational automation
  • knowledge-base integrations
  • third-party platform integrations
  • hosted or subscription-based AI and software access where applicable

4.5 Website Hosting & Related Web Services

Services may include:

  • website hosting
  • hosting setup and configuration
  • website migration and deployment
  • domain-related assistance
  • SSL-related configuration
  • backup and performance support
  • website care and maintenance plans
  • other supporting web infrastructure Services

4.6 Advertising & Digital Marketing Services

Services may include:

  • social media creative services
  • social media management
  • online advertising and campaign creative development
  • digital advertising management
  • search engine marketing
  • search engine optimization
  • brand promotion
  • audience and market research
  • campaign optimization
  • digital outreach
  • other related advertising or marketing Services

4.7 Consulting & Strategy Services

Services may include:

  • brand strategy
  • digital strategy
  • website strategy
  • technology and software consultation
  • AI and automation planning
  • marketing consultation
  • project planning
  • business-process consultation
  • other professional or strategic advisory Services

4.8 Technical Support & Software Maintenance Services

Services may include:

  • website maintenance
  • software maintenance
  • technical support
  • installation and configuration
  • troubleshooting and debugging
  • testing
  • technical updates
  • software and website modifications
  • performance optimization
  • deployment support
  • other related support and maintenance Services

4.9 Digital Audio-Visual & Animation Services

Services may include:

  • 2D and 3D animation
  • whiteboard animation
  • explainer videos
  • animated logos
  • motion graphics
  • scriptwriting and storyboard development
  • custom illustrations for animation
  • professional voice-over coordination
  • video editing and production
  • royalty-free background music and sound effects where included
  • other electronically delivered audio-visual works

4.10 Automated Design Tools & Digital Assets

Services may include:

  • online or automated logo-generation tools
  • digitally generated design concepts
  • downloadable design assets
  • other automated creative tools or digital outputs made available through the Design Centura website

4.11 Other Customized Professional Services

Services may include:

  • other customized creative, digital, technical, software, consulting, development, production, or professional Services agreed with the Client

5. PROJECT SCOPE

Each Project will be performed according to its agreed scope. The Project scope may be established through one or more of the following:

  • an order;
  • package;
  • proposal;
  • quotation;
  • invoice;
  • statement of work;
  • service description;
  • Project brief;
  • onboarding documentation;
  • milestone roadmap;
  • written email;
  • Project-management communication; or
  • another written agreement.

The Client is responsible for reviewing the applicable Project scope and providing accurate Project requirements. Work materially outside the agreed scope may require an amended scope, additional fees, additional time, additional milestones, a separate order or Project, or additional Client authorization.

6. PROJECT ONBOARDING AND MILESTONES

Because Design Centura provides customized Services, individual Projects may differ in scope, complexity, duration, workflow, Deliverables, and resource requirements. Projects may therefore follow either a general milestone structure or an extended milestone structure, depending upon the requirements of the engagement.

The specific milestones applicable to a Project will ordinarily be communicated during onboarding, scope confirmation, or Project planning. A milestone roadmap may identify Initial Work, Project stages, expected Deliverables, review stages, revision stages, creative or production stages, development stages, testing, deployment, implementation, approvals, and final delivery.

The number, description, sequence, and nature of milestones may differ between Projects. The milestone roadmap applicable to a particular Project forms part of the Project Documentation. The financial treatment of Project milestones in connection with a refund or cancellation is governed by the separate Design Centura Refund Policy and Cancellation Policy.

7. CLIENT RESPONSIBILITIES

The Client agrees to cooperate reasonably with Design Centura and provide the information, materials, access, instructions, feedback, and approvals reasonably necessary to perform the Services. Depending upon the Project, these may include Project requirements, business information, design preferences, branding information, content, images, logos and brand assets, technical information, account credentials, platform access, specifications, feedback, revision instructions, and approvals.

The Client is responsible for ensuring that information supplied to Design Centura is reasonably accurate and complete. Project schedules may be affected where required information, access, content, feedback, approval, or instructions are delayed. Design Centura will not be responsible for delays to the extent caused by outstanding Client requirements.

8. CLIENT-SUPPLIED CONTENT AND MATERIALS

The Client represents that it owns or has obtained all rights, permissions, licences, consents, and authorizations reasonably necessary for Design Centura to use materials supplied by the Client, including trademarks, logos, trade names, photographs, illustrations, written content, video, audio, software, databases, customer information, business information, and other proprietary materials.

Design Centura may reasonably rely upon the Client's representation that those materials may lawfully be used. The Client must not knowingly instruct Design Centura to copy, reproduce, imitate, or otherwise use third-party intellectual property without appropriate authorization. Design Centura may refuse instructions that it reasonably believes would violate applicable law or third-party rights.

9. PROJECT COMMENCEMENT

A Project may commence after the applicable payment or deposit has been received, required Project information has been obtained, the Client has authorized work to proceed, and other applicable commencement requirements have been satisfied.

Project commencement may include onboarding, consultation, account setup, research, planning, strategy, Project administration, resource allocation, creative preparation, technical preparation, concept development, design, programming, development, configuration, or other activities reasonably required to perform the Services.

10. DELIVERY AND PROJECT COMMUNICATIONS

Design Centura may communicate with Clients and provide Deliverables through one or more reasonable Project channels, including email, Client portals, Project-management platforms, cloud storage, file-sharing systems, websites, staging environments, telephone, messaging applications, and other agreed communication channels.

A Deliverable will generally be considered provided when it has been sent, uploaded, published, shared, or otherwise made reasonably available to the Client through an agreed delivery or communication channel. The Client is responsible for maintaining current contact information and reasonably monitoring the channels used for an active Project.

11. INITIAL DELIVERY, CLIENT FEEDBACK AND PROJECT RECORDS

Following delivery of Project work, the Client may review the applicable Deliverables and provide feedback, revisions, selections, approvals, or other instructions. Design Centura may maintain Project communications and activity reasonably relevant to Project administration and performance.

Where the Client, following receipt of Project work, requests revisions or modifications, selects a concept or direction, provides substantive feedback, approves a Project stage, requests additional work, requests progression to another stage, or otherwise instructs Design Centura to continue, such communications may form part of the Project record demonstrating receipt or review of applicable work and the Client's instruction for continued Project performance.

The financial implications of Project progress are governed by the applicable Refund Policy and Cancellation Policy.

12. REVISIONS AND CHANGES IN SCOPE

Revision entitlement will depend upon the applicable package, Project scope, proposal, or other Project Documentation. Unless expressly stated otherwise, a revision means a reasonable modification to existing work within the agreed Project scope.

A request may constitute additional work rather than a revision where it materially changes the original brief, Project objectives, Deliverables, functionality, platform, design direction, technical requirements, content requirements, or other material elements of the agreed scope. Additional work may require additional fees, additional time, revised Deliverables, or amendments to the milestone roadmap.

13. CLIENT APPROVALS

Certain Projects may require Client approval at one or more stages. Approval may be communicated through email, written Project communication, Client portal, electronic approval functionality, signed documentation, or another affirmative communication method.

Design Centura may reasonably rely upon an approval when proceeding to subsequent Project stages. Clients are responsible for reviewing applicable content, spelling, contact information, specifications, designs, layouts, functionality, technical requirements, and other relevant Project details before providing final approval. Changes requested after approval may constitute additional work.

14. PROJECT INACTIVITY

Where continued performance depends upon Client information, content, access, feedback, approvals, or instructions, Design Centura may place a Project on hold following an extended period of Client inactivity. Design Centura may reasonably pause production, reallocate assigned resources, revise expected Project timelines, or archive inactive Project materials.

Reactivation may depend upon resource availability, revised technical requirements, or reasonable reactivation procedures communicated to the Client. Project inactivity does not automatically terminate the applicable agreement. Any refund or cancellation consequences remain governed by the Refund Policy and Cancellation Policy.

15. PRICES, PAYMENTS AND FEES

Clients agree to pay the amounts identified in the applicable order, package, invoice, quotation, proposal, payment link, statement of work, or other Project Documentation.

A Project may be billed in full, through an initial payment or deposit, through installments, according to milestones, through recurring charges, through a retainer, or under another agreed billing arrangement. Additional work outside the agreed scope may be quoted and charged separately. Design Centura may pause or suspend future Project performance where a validly due payment remains unpaid. Unless otherwise stated, all prices are expressed in United States Dollars (USD).

16. TAXES AND PRODUCT/SERVICE CLASSIFICATION

Prices may exclude applicable sales tax, use tax, value-added tax, goods and services tax, or similar transaction taxes unless expressly stated otherwise.

Design Centura may classify its products and Services according to their actual nature, delivery method, use, and relevant transaction characteristics for billing, accounting, and tax-compliance purposes. Different products and Services may receive different tax treatment depending upon factors including the nature of the product or Service, whether a Deliverable is digital, physical, or service-based, the Client's location, applicable sourcing rules, the location from which the product or Service is supplied, applicable tax registrations, and applicable law.

Design Centura may use third-party payment, billing, and tax-calculation systems to determine applicable taxes. Where Design Centura is legally required to collect a transaction tax, the applicable amount may be added to the Client's payment. The Client remains responsible for taxes or governmental charges for which Design Centura is not legally responsible for collection.

17. RECURRING SERVICES AND AUTOMATIC RENEWAL

Certain Services may be offered on a recurring or continuing basis, including hosting, maintenance, technical support, subscription Services, recurring marketing Services, and other continuing engagements.

Where recurring or automatic billing applies, the material recurring-payment terms will be disclosed to the Client in connection with the applicable enrollment, purchase, or authorization. Such disclosures may include the recurring price or method of calculating charges, billing frequency, renewal frequency, length of the recurring term, trial or promotional terms, cancellation procedure, and other material terms of the recurring arrangement.

Where required by applicable law, Design Centura will obtain affirmative authorization before initiating recurring charges. Design Centura will provide a reasonably accessible mechanism for stopping future recurring charges in accordance with applicable law. Where applicable federal or state law requires a particular cancellation method, notice, reminder, acknowledgment, or online cancellation mechanism, Design Centura will provide the required process.

Cancellation of a recurring Service ordinarily stops future renewals after the applicable cancellation becomes effective but does not automatically reverse charges validly incurred before cancellation. Additional rights provided by applicable automatic-renewal or continuous-service laws remain unaffected.

18. REFUNDS AND CANCELLATIONS

Refunds, Project cancellations, change-of-mind requests, any applicable cancellation window, milestone-based financial allocations, and related financial adjustments are governed by the separate Design Centura Refund Policy and Design Centura Cancellation Policy, each of which forms part of these Terms.

Because Design Centura provides customized Services, individual Projects may follow Project-specific milestone structures. The applicable milestone roadmap will ordinarily be communicated during Client onboarding, scope confirmation, or Project planning.

Clients should review the Refund Policy and Cancellation Policy for information concerning Project Acquisition & Initiation, Project commencement, Initial Work, Initial Delivery, applicable cancellation periods, milestone-based Project allocations, Client-requested Project cancellation, completed Services, work in progress, change-of-mind requests, third-party and non-recoverable costs, recurring-Service cancellation, and refund eligibility.

Refund Policy: https://www.designcentura.com/refund-policy.php

Cancellation Policy: https://www.designcentura.com/cancellation-policy.php

Nothing in this Section limits a mandatory refund, cancellation, rescission, cooling-off, warranty, or consumer right provided by applicable law.

19. PAYMENT DISPUTES AND CHARGEBACKS

Clients are encouraged to contact Design Centura promptly if they believe that a payment, billing, delivery, refund, cancellation, or Project issue requires review.

Where a payment dispute, chargeback, fraud inquiry, transaction investigation, or other payment review occurs, Design Centura may provide relevant transaction and Project records to authorized parties involved in resolving the matter. Such records may include transaction information, invoices, applicable policies, Project scope, milestone records, Project communications, delivery records, revision requests, approvals, account or Project activity, payment records, and other information relevant to the transaction.

Nothing in these Terms prevents a Client from exercising lawful rights available through a card issuer, payment provider, payment network, financial institution, consumer-protection authority, or applicable law.

20. THIRD-PARTY SERVICES

Projects may depend upon or incorporate products and Services supplied by third parties, including domains, hosting, cloud infrastructure, SSL certificates, plugins, themes, fonts, stock assets, software, APIs, licences, advertising platforms, payment systems, app stores, social-media platforms, printing vendors, production vendors, and other external providers.

Third-party Services may be subject to separate terms, fees, subscription periods, renewal rules, licences, availability requirements, privacy policies, and usage restrictions. Design Centura does not control third-party providers and does not guarantee their continued availability, pricing, functionality, performance, approval, or policies.

21. INTELLECTUAL PROPERTY — CUSTOM CLIENT WORK

Unless otherwise stated in the applicable Project Documentation, ownership rights in final approved custom Deliverables created specifically for the Client will transfer to the Client after Design Centura has received all amounts due for those Deliverables.

The transfer does not automatically include rejected concepts, unused concepts, preliminary drafts, exploratory work, unpaid Deliverables, working files not included in the purchased scope, internal methodologies, design or development tools, templates, reusable code or components, general know-how, pre-existing Design Centura intellectual property, or third-party intellectual property. Third-party components remain governed by their respective licences.

Where editable source files, design source files, or development source code are expressly included in the purchased scope, they will be provided in accordance with the applicable Project Documentation.

22. PRELIMINARY, UNUSED AND UNPAID WORK

Unless expressly agreed otherwise, unused concepts, drafts, alternatives, exploratory materials, and work not included in the final purchased Deliverables remain the property of Design Centura or their respective rights holders. The Client may not commercially reproduce, publish, distribute, sell, or claim ownership of an unused or unpaid concept solely because it was presented during the Project.

23. TRADEMARK, COPYRIGHT AND REGISTRATION SERVICES

Transfer of ownership in a creative Deliverable does not itself constitute governmental registration of a copyright, trademark, patent, or other intellectual property right.

Unless expressly included in the applicable Project scope, the Client remains responsible for obtaining any desired intellectual-property registration, legal clearance, filing, legal opinion, or independent professional advice. Design Centura does not guarantee that a proposed brand name, business name, logo, trademark, design, domain, application, or other creative asset will qualify for registration or be free from every potentially conflicting third-party right.

Where Design Centura assists with trademark, copyright, business-registration, filing, or related administrative matters, the precise scope will be defined in the applicable Project Documentation. Unless expressly provided through an appropriately licensed legal professional, Design Centura does not act as a law firm, attorney, or legal representative and does not provide legal representation or legal opinions. Where applicable law or a government agency requires representation by a licensed attorney, the Client may be required to engage an appropriately licensed professional.

24. PORTFOLIO AND DISPLAY RIGHTS

Unless otherwise agreed in writing or restricted by an applicable confidentiality obligation, Design Centura may display completed and publicly released work for reasonable promotional and business purposes, including portfolios, website galleries, case studies, presentations, social-media posts, awards submissions, and other examples of Design Centura's completed work.

Design Centura will not knowingly disclose confidential Client information solely for promotional purposes. Clients requiring confidentiality or restrictions on portfolio use should communicate those requirements in writing.

25. USER-GENERATED CONTENT

Where Design Centura permits Users to upload, post, submit, or display content, the User retains any ownership rights the User legally holds in that content.

By submitting content to Design Centura, the User grants Design Centura a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format, display, transmit, and otherwise process that content to the extent reasonably necessary to provide the applicable Services, operate the platform, complete the applicable transaction, display marketplace content where applicable, or promote the content where authorized.

The User represents that the User has sufficient rights to provide the content and grant the applicable licence.

26. ACCEPTABLE USE

Users must not use Design Centura's website, platform, accounts, or Services to violate applicable law; infringe intellectual-property rights; violate privacy or publicity rights; engage in fraud or deception; impersonate another person or organization; distribute malware, viruses, or malicious code; attempt unauthorized system access; interfere with website or network security; disrupt website operations; perform unauthorized scraping or data extraction; create fraudulent orders, accounts, or transactions; distribute unlawful communications; engage in abusive, threatening, or harassing conduct; or request Services that Design Centura reasonably determines cannot lawfully be provided.

Design Centura may take reasonable measures to prevent or respond to misuse.

27. REVIEWS, FEEDBACK AND TESTIMONIALS

Clients and Users remain free to provide lawful and honest opinions, reviews, and assessments regarding Design Centura, its Services, and their experiences. Nothing in these Terms is intended to prohibit, restrict, penalize, or contractually suppress a lawful consumer review.

Design Centura may nevertheless take appropriate action regarding content that discloses protected confidential information, violates another person's privacy, infringes intellectual property, contains unlawful threats or harassment, is knowingly fraudulent or unlawful, or otherwise violates applicable law or a third-party platform's lawful rules.

Where a Client voluntarily provides a testimonial, suggestion, review, or other feedback directly to Design Centura, Design Centura may request authorization to use that content for legitimate business or promotional purposes.

28. WEBSITE AND ACCOUNT REGISTRATION

Certain website or platform functionality may require a User to create an account. Users agree to provide reasonably accurate and current information, maintain account security, protect passwords and login credentials, remain responsible for activity conducted through their account, and notify Design Centura promptly of suspected unauthorized access.

Design Centura may restrict, suspend, or terminate accounts where reasonably necessary in response to fraud, security risks, unauthorized access, unlawful activity, material violation of these Terms, or serious misuse of the website or platform.

29. ELECTRONIC COMMUNICATIONS AND RECORDS

Design Centura may conduct transactions and provide Project, billing, account, policy, and contractual communications electronically. Electronic communications may include Project correspondence, proposals, invoices, payment confirmations, onboarding information, milestone roadmaps, policies, Deliverable notifications, approvals, billing information, and contractual records.

Where applicable law requires a particular consent process before legally required consumer disclosures may be delivered electronically, Design Centura may obtain that consent separately. Electronic records may be retained for legitimate Project administration, accounting, customer support, tax, compliance, security, fraud-prevention, dispute-resolution, and legal purposes.

30. EMAIL, TELEPHONE AND TEXT COMMUNICATIONS

Design Centura may contact Clients using the contact information provided in connection with an inquiry, account, order, or Project for legitimate transactional and service-related purposes. These communications may concern enquiries, order confirmations, onboarding, Project status, milestones, Deliverables, revisions, approvals, billing, account security, and customer support.

Where applicable law requires separate consent for promotional calls, automated communications, or text-message marketing, Design Centura will use the applicable consent process. Users may opt out of promotional email communications through the unsubscribe mechanism provided in those communications. Where supported, a User may opt out of promotional SMS communications using the instructions contained in the message, including by replying STOP where applicable.

Opting out of marketing communications does not prevent necessary transactional, account, billing, security, or active-Project communications where legally permitted. Standard carrier messaging and data charges may apply.

31. PRIVACY

Design Centura's collection, use, processing, storage, and disclosure of personal information is governed by its separate Privacy Policy and applicable privacy and data-protection laws. The Privacy Policy should be reviewed together with these Terms.

Privacy Policy: https://www.designcentura.com/privacy-policy.php

32. DELIVERY ESTIMATES

Project schedules and delivery dates are estimates unless expressly guaranteed in writing. Delivery may be affected by factors including Client delays, delayed content, delayed feedback, delayed approvals, changes in scope, revision requirements, third-party dependencies, technical complications, vendor delays, platform or infrastructure outages, and events outside Design Centura's reasonable control.

Design Centura will make commercially reasonable efforts to communicate material changes in expected Project schedules.

33. SERVICE STANDARDS AND NO GUARANTEED BUSINESS RESULTS

Design Centura will use commercially reasonable efforts to perform agreed Services professionally and in accordance with the applicable Project scope.

Creative, technical, software, advertising, search-engine, and marketing Services may depend upon subjective, market, algorithmic, technical, commercial, and third-party factors outside Design Centura's direct control. Unless expressly guaranteed in writing, Design Centura does not guarantee any particular revenue, sales volume, lead volume, conversion rate, search-engine ranking, advertising performance, customer-acquisition level, audience growth, website traffic, social-media result, app-store approval, software adoption result, trademark-registration outcome, or other particular commercial result.

Nothing in this Section removes Design Centura's obligation to provide the Services actually agreed with the Client.

AI and Automation Services

AI agents, automated workflows, machine-learning features, and hosted software may produce probabilistic or variable outputs and may depend on Client data, third-party platforms, integrations, and configuration. Unless expressly agreed otherwise, the Client remains responsible for appropriate human oversight, review, and validation of material decisions or communications generated through such systems.

Design Centura does not warrant that an AI or automated system will be completely error-free, uninterrupted, or suitable as the sole basis for medical, legal, financial, employment, safety-critical, or other high-impact decisions. Any such use must be subject to appropriate professional review, human oversight, and applicable law.

34. THIRD-PARTY PLATFORM APPROVALS

Where a Project involves publication, registration, listing, distribution, advertising, processing, or approval by a third party, final approval remains subject to that third party's rules and discretion. Such third parties may include search engines, social-media platforms, advertising networks, app stores, domain registrars, hosting providers, payment processors, government agencies, and other external platforms.

Design Centura does not guarantee approval or continued acceptance by a third-party platform unless expressly stated otherwise.

35. WEBSITE INTELLECTUAL PROPERTY

The Design Centura website and its original content, including its branding, trademarks, logos, text, graphics, interface, software, databases, layout, design, and functionality, are owned by or licensed to Design Centura and protected by applicable intellectual-property laws.

Except as expressly permitted, Users may not reproduce, commercially exploit, distribute, reverse engineer, or create unauthorized derivative works from protected Design Centura materials.

36. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DESIGN CENTURA WEBSITE AND GENERAL WEBSITE FUNCTIONALITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

DESIGN CENTURA DOES NOT WARRANT THAT THE WEBSITE WILL AT ALL TIMES BE UNINTERRUPTED, COMPLETELY ERROR-FREE, FREE FROM EVERY SECURITY THREAT, OR COMPATIBLE WITH EVERY DEVICE, BROWSER, SOFTWARE PRODUCT, OR THIRD-PARTY SYSTEM.

PAID SERVICES REMAIN SUBJECT TO THE EXPRESS COMMITMENTS CONTAINED IN THE APPLICABLE PROJECT DOCUMENTATION. NOTHING IN THESE TERMS DISCLAIMS A WARRANTY, GUARANTEE, OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED.

37. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DESIGN CENTURA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE WEBSITE OR SERVICES WHERE SUCH LIABILITY MAY LAWFULLY BE EXCLUDED OR LIMITED.

WHERE LIABILITY MAY LAWFULLY BE LIMITED, DESIGN CENTURA'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR PAID PROJECT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO DESIGN CENTURA FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. Certain states or jurisdictions may not permit particular exclusions or limitations. In those circumstances, the applicable provision will operate only to the maximum extent permitted by law.

38. INDEMNIFICATION

To the extent permitted by applicable law, a User or Client agrees to indemnify, defend, and hold harmless Design Centura and its applicable officers, employees, contractors, and agents from third-party claims, damages, liabilities, and reasonable costs arising from materials supplied by that User without sufficient rights or authorization, unlawful instructions supplied by the User, unlawful use of the website or Services, intellectual-property infringement caused by Client-supplied materials, fraudulent activity by the User, or a material breach of these Terms.

This Section does not require a Client to indemnify Design Centura for Design Centura's own liability where such indemnification is prohibited by applicable law.

39. SUSPENSION OR TERMINATION

Design Centura may suspend an account, Project, or Service where reasonably necessary because of material violation of these Terms, fraud, unlawful conduct, security concerns, serious platform abuse, non-payment of validly due charges, or another material contractual breach.

Where reasonably practicable, Design Centura may provide notice or an opportunity to address the applicable issue. Termination or suspension does not automatically reverse Services, payments, licences, Deliverables, or obligations arising before termination. Applicable refund or cancellation treatment remains governed by the Refund Policy and Cancellation Policy.

40. FORCE MAJEURE

Neither party will be responsible for delay or failure in performance to the extent caused by circumstances beyond that party's reasonable control, except for payment obligations relating to Services already properly performed. Such circumstances may include natural disasters, severe weather, war, civil unrest, governmental action, widespread internet or infrastructure outages, significant cyber incidents not caused by the affected party's failure to use reasonable safeguards, labor disruptions, public emergencies, supply interruptions, or failure of essential third-party infrastructure.

The affected party will use reasonable efforts to resume performance when practical.

41. U.S. EXPORT AND SANCTIONS COMPLIANCE

Clients and Users may not use Design Centura's Services in a manner that would cause Design Centura to violate applicable United States export-control, trade-restriction, or economic-sanctions laws. Design Centura may decline, suspend, or restrict a transaction where reasonably necessary to comply with applicable legal or regulatory restrictions.

42. CHANGES TO THESE TERMS

Design Centura may update these Terms prospectively from time to time to reflect changes in Services, business operations, technology, policies, legal requirements, or regulatory requirements. The applicable Effective Date will be displayed on this page.

The Terms applicable to a completed transaction or existing Project will ordinarily be the Terms applicable when that contractual arrangement was entered into, unless the parties expressly agree otherwise, an amendment is required by applicable law, or the amendment applies only prospectively.

Design Centura will not rely upon a subsequently amended version solely to retroactively alter material financial obligations applicable to an earlier completed transaction. Material changes may be communicated through the website, Client account, email, or another reasonable communication method where appropriate.

43. ENTIRE AGREEMENT

These Terms, together with applicable Project Documentation and policies incorporated by reference, constitute the agreement governing the relevant relationship between Design Centura and the Client. Applicable documents may include Project scope, order or package, proposal, quotation, invoice, statement of work, onboarding documentation, milestone roadmap, Refund Policy, Cancellation Policy, Privacy Policy, recurring-service terms, service-specific terms, and written amendments agreed between Design Centura and the Client.

Where a specifically negotiated written agreement expressly conflicts with these general Terms, the specifically negotiated provision will control for the applicable Project to the extent of the conflict.

44. ORDER OF PRECEDENCE

Unless expressly stated otherwise, where applicable contractual documents contain conflicting provisions, the following order of precedence will generally apply:

  1. a specifically negotiated and signed agreement or Statement of Work;
  2. Project-specific written terms or proposal;
  3. the Refund Policy and Cancellation Policy for refund and cancellation matters;
  4. these Terms and Conditions; and
  5. general website descriptions.

Nothing in this Section overrides a mandatory requirement of applicable law.

45. SEVERABILITY

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law. The remaining provisions will remain in full force and effect.

46. NO WAIVER

A failure or delay by either party to exercise a contractual right does not automatically waive that right. A waiver concerning one event does not constitute a waiver concerning another event unless expressly stated.

47. ASSIGNMENT

A Client may not assign material rights or obligations under an active Project without Design Centura's written consent, except where applicable law provides otherwise. Design Centura may assign its rights or obligations as part of a legitimate merger, acquisition, corporate restructuring, transfer of business, sale of assets, or similar corporate transaction, subject to applicable law.

48. RELATIONSHIP OF THE PARTIES

Design Centura and the Client are independent contracting parties. Nothing in these Terms creates an employment relationship, partnership, joint venture, agency relationship, fiduciary relationship, or franchise relationship between Design Centura and the Client unless a separate written agreement expressly states otherwise.

49. INFORMAL DISPUTE RESOLUTION

Before commencing formal litigation relating to a Project, Design Centura and the Client are encouraged to attempt to resolve the matter through good-faith written communication. A Client may submit a written dispute notice identifying the Client, the applicable Project or transaction, the nature of the dispute, relevant supporting information, and the requested resolution.

Design Centura may respond and attempt to resolve the matter through customer support, management review, or another appropriate internal process. Nothing in this Section requires either party to delay action where immediate legal relief is reasonably necessary or where applicable law prevents such a requirement.

50. GOVERNING LAW

These Terms and applicable Projects will be governed by the laws of the State of California and applicable federal laws of the United States, without regard to conflict-of-laws principles.

This choice of law does not deprive an individual consumer of any mandatory protection provided by applicable law that cannot lawfully be waived by contract.

51. JURISDICTION AND VENUE

Subject to mandatory applicable consumer law and any separate written dispute-resolution agreement, legal proceedings concerning these Terms or an applicable Project will be brought in the appropriate state or federal courts located in San Francisco County, California.

The parties consent to the lawful jurisdiction of those courts to the extent legally permitted. Nothing in this Section prevents a party from seeking relief in another forum where applicable law requires or permits it.

52. STATUTORY AND CONSUMER RIGHTS

Nothing in these Terms is intended to exclude, restrict, modify, or waive any mandatory consumer protection, statutory warranty, lawful cancellation right, refund entitlement, payment-dispute right, privacy right, right to provide a lawful consumer review, intellectual-property right, or other remedy that cannot lawfully be excluded, restricted, modified, or waived.

Where a provision of these Terms conflicts with mandatory applicable federal or state law, the mandatory legal requirement will control to the extent of the conflict.

53. ELECTRONIC CONTRACTING

The parties acknowledge that orders, Project agreements, approvals, policies, milestone communications, and other transactions may be entered into or evidenced electronically. Electronic records and electronic methods of acceptance may be used to form or evidence contractual arrangements where permitted by applicable law.

Where applicable law requires a specific electronic-consent procedure, particular disclosures, an ability to retain a record, a written acknowledgment, or another formality, Design Centura may provide a separate process to satisfy the applicable requirement.

54. DOCUMENTS INCORPORATED BY REFERENCE

Where applicable, the following documents form part of the Design Centura contractual framework:

  • Refund Policy
  • Cancellation Policy
  • Privacy Policy
  • applicable Project Scope
  • Statement of Work
  • Proposal
  • Order or Package
  • Invoice
  • Project Milestone Roadmap
  • recurring-service terms
  • service-specific terms
  • third-party terms applicable to identified external Services
  • written amendments agreed between Design Centura and the Client

Clients should review the documents applicable to their particular Project.

55. CONTACT INFORMATION

Questions concerning these Terms, Design Centura Services, or an active Project may be directed to:

Design Centura
Website: www.designcentura.com
Email: info@designcentura.com
Telephone: 323-283-8729
Business Address: 95 Third Street, San Francisco, CA 94103

Clients with active Projects may also communicate through their designated Project Manager or official Design Centura Project communication channel.