Terms & Conditions

1. Agreement to Terms

These Terms & Conditions ("Terms") govern your use of the website www.stravitystudio.com ("Site") and all services provided by Stravity Systems Inc. ("Company," "we," "our," or "us"), a Delaware C-Corporation operating under the Stravity Studio brand.

By engaging our services, executing a Project Scope, completing checkout for a Subscription, or clicking "I agree" at any point in our service intake or checkout flow, you ("Client," "you," or "your") agree to be bound by these Terms. Casual visitors to the Site agree to these Terms by continued use of the Site. If you do not agree, do not use this Site or engage our services.

Use of the Site and our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

2. Services

Stravity Systems Inc. provides web design, web development, brand strategy, content architecture, business technology consulting, and ongoing digital management services ("Services"). The specific deliverables, timeline, and pricing for each engagement are defined in a separate Project Scope document (for project work) or Subscription Plan description (for ongoing management) provided to the Client before work begins or before checkout.

These Terms apply to all engagements.

3. Project Scope

Every project-based engagement is governed by a project-specific Project Scope. The Project Scope defines:

• Deliverables and project boundaries
• Timeline and milestones
• Pricing and payment schedule
• Revision policy
• Client responsibilities
• Cancellation terms specific to the project

Work begins only after the Client has reviewed the Project Scope and submitted the required deposit payment. By submitting payment, the Client confirms acceptance of both the Project Scope and these Terms.

Changes to the Project Scope must be agreed upon in writing by both parties. Requests for work outside the original Project Scope will be quoted separately before any additional work begins.

Where a Project Scope and these Terms conflict, the Project Scope controls except that Sections 5 (Intellectual Property), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 15 (Dispute Resolution), and 16 (Governing Law) of these Terms always control unless modified by a signed written amendment that explicitly references the specific Section being modified.

4. Payment Terms

4.1 Project-Based Work

Unless otherwise specified in the Project Scope:

• A deposit of 50% of the total project fee is due before work begins.
• The remaining balance is due before the completed project is launched or delivered.
• Invoices are issued via Stripe. Payment is accepted through Stripe's hosted checkout.
• Work will not proceed if payment is overdue. If the remaining balance is not received within seven (7) calendar days of written notice that the project is ready for launch, the Company reserves the right to pause the project.

4.2 Subscription Management Plans

4.2.1 Plans and Enrollment

The Company offers ongoing website management on a subscription basis through two plans: Basic Hosting and Concierge ("Subscription" or "Plan"). Plan features and pricing are described on the Site at the time of enrollment. Subscriptions are sold and managed through the client portal at app.stravitystudio.com using Stripe Checkout. By completing checkout, the Client provides express affirmative consent to the applicable charges and authorizes the Company and Stripe to charge the Client's payment method on file as follows: for Monthly Subscriptions, on a recurring monthly basis; for 6-Month and 12-Month Subscriptions, in a single lump-sum payment at checkout for the full prepaid term, and on a recurring monthly basis after the prepaid term if the Subscription transitions to month-to-month renewal.

4.2.2 Term Options and Auto-Renewal

Subscriptions are available on the following terms:

• Monthly: Billed every month at the standard monthly rate. Renews automatically each month until cancelled.
• 6-Month: Paid in full at checkout at a discounted rate for a six-month prepaid term. After the prepaid term, renews automatically on a month-to-month basis at the then-current monthly rate until cancelled.
• 12-Month: Paid in full at checkout at a discounted rate for a twelve-month prepaid term. After the prepaid term, renews automatically on a month-to-month basis at the then-current monthly rate until cancelled.

All Subscriptions auto-renew. For 6-Month and 12-Month Subscriptions, the Company will send the Client a reminder email at least fifteen (15) days before the end of the prepaid term, notifying the Client that the Subscription will transition to month-to-month auto-renewal at the then-current monthly rate.

4.2.3 Billing and Refunds

Monthly Subscription fees are billed in advance for each monthly billing period. 6-Month and 12-Month Subscription fees are charged in a single lump-sum payment at checkout for the entire prepaid term. All Subscription fees are non-refundable once charged, including for partial months of use, unused portions of a prepaid term, and any period during which the Client does not use the Subscription services. Stripe is the payment processor; the Company does not store full payment card details.

4.2.4 Cancellation

The Client may cancel a Subscription at any time through the Stripe Customer Portal, accessible from the Client's account page in the client portal. For Monthly Subscriptions, cancellation takes effect at the end of the current billing period and the Client retains access through the end of that period. For 6-Month and 12-Month Subscriptions, cancellation is governed by Section 4.2.5. No prorated refunds are issued for partial periods or unused portions of a prepaid term. The Company will not require the Client to call, email, or contact the Company in any other manner to cancel.

4.2.5 Cancellation of Prepaid Term Subscriptions

If the Client cancels a 6-Month or 12-Month Subscription before the end of the prepaid term, the cancellation takes effect at the end of the prepaid term. No refunds or credits are issued for the unused portion of a prepaid term.

The Client retains access to the Subscription services through the end of the prepaid term. The Subscription will not transition to month-to-month auto-renewal after the prepaid term ends if the Client has cancelled.

4.2.6 Failed Payments

For Monthly Subscriptions, if a recurring payment fails, Stripe will automatically retry the charge and send the Client email notifications according to Stripe's standard retry schedule. If payment cannot be successfully collected after Stripe's retry attempts are exhausted, the Subscription will be cancelled and the Client's access to the Subscription services and any Subscription-only portal features will be revoked.

For 6-Month and 12-Month Subscriptions, payment is collected in full at checkout; if the lump-sum payment fails at checkout, the Subscription does not begin. If a recurring monthly payment fails after the prepaid term has transitioned to month-to-month renewal, the same retry-and-cancellation process described above for Monthly Subscriptions applies.

The Client remains responsible for any unpaid amounts owed.

4.2.7 Transfer of Site and Service Revocation

Upon cancellation, expiration, or non-payment of a Subscription, the Company will work with the Client to transfer the website to Client-controlled accounts. The transfer typically includes:

• Migration of the website codebase to a Client-controlled GitHub account (or alternative repository the Client designates).
• Transfer of DNS management to a Client-controlled Cloudflare account (or alternative DNS provider the Client designates).
• Handover of all credentials, environment variables, and access tokens needed for the Client to continue operating the site.

The Client is responsible for creating and providing access to the destination accounts in a timely manner. The Company will use reasonable efforts to complete the transfer within thirty (30) days of cancellation, provided the Client has supplied the necessary destination accounts and access. After thirty (30) days from cancellation, Company-managed infrastructure for the Subscription will be decommissioned, and the website will go offline on Company infrastructure.

If the Client does not provide destination accounts within the 30-day window, the Company will deliver a final code archive to the Client's billing email and decommission the infrastructure. The Client retains ownership of the website codebase, content, and original creative work under Section 5; however, the Company is not obligated to maintain, host, or restore the site after decommissioning.

4.2.8 Price Changes

The Company may change Subscription pricing or Plan features. The Company will provide at least thirty (30) days' advance written notice (by email to the Client's billing email address on file) of any price increase or material reduction in Plan features. For Monthly Subscriptions, changes take effect on the next billing period after the notice period. For 6-Month and 12-Month Subscriptions, the price applicable to a prepaid term is fixed at the time of checkout and does not change during that prepaid term; price changes take effect on any subsequent renewal or new term. If the Client does not agree to a price change, the Client may cancel the Subscription before the change takes effect; continued payment after the change takes effect constitutes acceptance.

4.2.9 Stripe

Payment processing for Subscriptions is provided by Stripe, Inc. By subscribing, the Client also agrees to Stripe's terms of service at https://stripe.com/legal. The Company is not responsible for errors, downtime, security incidents, or service interruptions originating from Stripe's systems or other third-party payment infrastructure, except to the extent caused by the Company's own negligence.

4.2.10 No Warranty for Third-Party Platform Outages

Subscription services depend on third-party platforms (including but not limited to hosting providers, content delivery networks, DNS providers, and CMS platforms). The Company does not warrant uninterrupted availability of these third-party services. Outages caused solely by third-party platforms do not entitle the Client to refunds or service credits.

4.3 Late Payment

Invoices not paid within fifteen (15) calendar days of issuance may incur a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less.

4.4 Project Refunds

Deposits for project-based work are non-refundable. If a project is cancelled by the Client after work has begun, the Client is responsible for payment for all work completed to date, calculated at the Company's then-current standard hourly rate, which will be disclosed in writing upon request. Subscription refunds are governed by Section 4.2.3.

5. Intellectual Property

5.1 Ownership

Upon receipt of final payment in full, the Client owns all rights, title, and interest in the custom design work, website code, and original content created specifically for the Client's project under the applicable Project Scope. Until final payment is received, all deliverables remain the sole property of the Company and may not be used, copied, deployed, or distributed by the Client.

5.2 Portfolio Rights

The Company retains the right to display the completed work in its portfolio and marketing materials, including but not limited to the Company website, social media, case studies, and pitch materials, and to quote Client testimonials provided in writing or in published form. If the Client requires confidentiality, this must be agreed upon in writing before work begins. The Company will honor a written request to remove a specific testimonial within a reasonable time.

5.3 Third-Party Materials

Any third-party assets used in the project (including but not limited to stock photography, fonts, plugins, libraries, and software integrations) remain subject to their respective licenses. The Company will inform the Client of any third-party licenses that apply to the delivered project.

5.4 Pre-Existing Materials

Any tools, frameworks, templates, code libraries, or methodologies owned by the Company prior to the engagement remain the property of the Company. The Client receives a non-exclusive, perpetual license to use these materials as part of the delivered project only.

6. Revisions & Scope Changes

Unless otherwise specified in the Project Scope:

• Three (3) rounds of revisions are included in the project fee.
• A "revision" means changes to existing work within the agreed scope.
• A "scope change" means new features, pages, or functionality not included in the original Project Scope. Scope changes are quoted and agreed upon separately before work begins.
• Additional revision rounds beyond those included in the applicable Project Scope are billed at the rate defined in that Project Scope.
• The Client is responsible for providing revision feedback in writing through a single point of contact.

7. Client Responsibilities

The Client agrees to:

• Provide timely feedback within five (5) business days of each preview or deliverable, unless otherwise agreed.
• Supply all required content, assets, photography, and account access as outlined in the Project Scope.
• Designate a single point of contact for all project decisions and communications.
• Represent and warrant that the Client owns or has licensed all rights necessary to the content, assets, and materials provided to the Company for use in the project, and that none of these materials infringe on any third-party intellectual property, privacy, publicity, or other rights.

Delays caused by the Client in providing feedback, content, or access may result in adjusted timelines. The Company is not responsible for missed deadlines resulting from Client delays.

8. Subcontractors

The Company may engage qualified subcontractors or independent contractors to assist in the delivery of Services. The Company remains fully responsible for the quality of all work delivered under the Project Scope, regardless of whether a subcontractor is involved. All subcontractors are bound by confidentiality obligations consistent with these Terms.

9. Confidentiality

Each party agrees to keep confidential any proprietary or sensitive business information disclosed by the other party during the engagement. This includes but is not limited to business plans, client lists, pricing information, login credentials, and unpublished creative work.

This obligation survives the termination of any engagement and remains in effect for two (2) years following the conclusion of services. Information that constitutes a trade secret under applicable law remains confidential for as long as it qualifies as a trade secret, with no expiration.

Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from a third party. Disclosure of confidential information may be made if compelled by law, court order, or governmental authority, provided that the disclosing party gives the other party prompt written notice (where legally permitted) so the other party may seek a protective order.

10. Warranty

10.1 Limited Warranty

The Company warrants that the delivered website and digital deliverables will function substantially as described in the Project Scope for a period of ninety (90) days following launch ("Warranty Period"). During the Warranty Period, the Company will correct, at no additional charge, any functionality defects that are directly attributable to the Company's work.

10.2 What the Warranty Does Not Cover

This warranty does not cover:

• Content changes, text edits, or image updates made by the Client or any third party after delivery.
• Issues caused by third-party services, hosting providers, domain registrars, or software not built by the Company.
• Changes to third-party APIs, platforms, or integrations beyond the Company's control.
• Issues resulting from unauthorized modifications to the delivered code.
• Browser or device compatibility beyond what was specified in the Project Scope.

10.3 Disclaimer

Except for the limited warranty set forth above, all services and deliverables are provided "as is" and "as available." The Company makes no other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

The Company specifically does not warrant any of the following: (a) any specific search engine ranking, organic traffic level, conversion rate, lead volume, or revenue outcome; (b) ADA, WCAG, or other accessibility-standard compliance certification, except where compliance is expressly identified as a deliverable in the Project Scope; (c) uninterrupted operation of any third-party platform, service, or integration relied on by the deliverables (including hosting, payment, analytics, CMS, DNS, and CDN providers); or (d) results from any business, marketing, or technology consulting recommendation.

11. Limitation of Liability

To the fullest extent permitted by applicable law, the Company's total liability arising out of or related to any engagement shall not exceed:

• For project-based work: the total fees paid by the Client for that specific project under the applicable Project Scope.
• For Subscription Management Plans: the total Subscription fees paid by the Client to the Company in the twelve (12) months preceding the event giving rise to the claim.

In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunity, or cost of procurement of substitute services, regardless of the cause of action or the theory of liability, even if the Company has been advised of the possibility of such damages.

Any claim arising out of or related to these Terms or any engagement must be brought within one (1) year of the event giving rise to the claim or be permanently barred.

12. Indemnification

12.1 Client Indemnity

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to:

• Content, data, or materials provided by the Client for use in the project.
• The Client's breach of these Terms or the applicable Project Scope.
• Any claim that Client-provided content infringes on a third party's intellectual property or other rights.

12.2 Company Indemnity

The Company agrees to indemnify, defend, and hold harmless the Client from and against third-party claims that the original code, design, or creative work created by the Company specifically for the Client under a Project Scope (excluding Client-provided content, third-party materials under Section 5.3, and pre-existing materials under Section 5.4) infringes on the third party's United States intellectual property rights. The Company's total liability under this Section 12.2 is capped at the limitation of liability set forth in Section 11. The Client must give the Company prompt written notice of any such claim and reasonable cooperation in the defense, and the Company controls the defense and any settlement.

13. Termination & Cancellation

13.1 Cancellation by Client (Project-Based Work)

The Client may cancel a project at any time by providing written notice. Upon cancellation:

• The deposit is non-refundable.
• Work completed beyond the deposit amount will be billed at the Company's then-current standard hourly rate.
• All completed work to date will be delivered to the Client upon receipt of final payment.

Cancellation of Subscription Management Plans is governed by Section 4.2.4 and Section 4.2.5.

13.2 Cancellation by Company

The Company may terminate an engagement by providing written notice if:

• The Client fails to make required payments within fifteen (15) days of written notice of non-payment.
• The Client materially breaches these Terms or the Project Scope and does not cure the breach within ten (10) days of written notice.

Upon termination by the Company, all completed work will be delivered to the Client, and any unearned portion of payment will be refunded.

13.3 Survival

Sections 4.4 (Project Refunds), 5 (Intellectual Property), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and the relevant general provisions of Section 17 (specifically 17.1, 17.2, 17.4, 17.5, 17.7, 17.8, and 17.9) survive termination of any engagement.

14. Post-Launch Support

Unless otherwise specified in the Project Scope, the Company provides thirty (30) days of post-launch support following the launch of a completed project. This support covers bug fixes, minor technical adjustments, and issues directly attributable to the Company's work.

Post-launch support does not include new features, additional pages, redesigns, content updates, or ongoing maintenance. Ongoing website management is available under a Subscription Management Plan as defined in Section 4.2.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve any dispute informally by providing written notice describing the nature of the dispute and the desired resolution. The parties will make a good faith effort to resolve the dispute within thirty (30) days of such notice.

15.2 Binding Arbitration

If a dispute cannot be resolved informally, it shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA"). The AAA Commercial Arbitration Rules shall apply to disputes of $25,000 or more, and the AAA Consumer Arbitration Rules shall apply to disputes under $25,000. The arbitration shall be conducted by a single arbitrator in the State of Delaware (or by remote/video proceeding where permitted by the applicable AAA rules). The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Small Claims Exception

Either party may bring an individual action in small claims court if the claim falls within that court's jurisdictional limits.

15.4 Class Action Waiver

All disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

15.5 Fees

Each party shall bear its own costs and attorney's fees in connection with any arbitration. The arbitrator may award the prevailing party reasonable attorney's fees if the arbitrator determines the other party's claims or defenses were frivolous.

16. Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any applicable Project Scope and any Subscription Plan description in effect at the time of enrollment, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.3 Amendments

The Company reserves the right to modify these Terms at any time. Changes will be posted on the Site with an updated "Last Updated" date. Continued use of the Site or Services after changes are posted constitutes acceptance of the revised Terms. Material changes to terms governing an active engagement will not apply retroactively to that engagement without written consent. Material changes affecting an active Subscription are governed additionally by the notice requirements in Section 4.2.8.

17.4 No Waiver

The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

17.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations without restriction.

17.6 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, internet service disruptions, or third-party platform outages.

17.7 Notices

All legal notices under these Terms shall be in writing and sent to:

Stravity Systems Inc.
1007 North Orange Street, 4th Floor Ste 1382
Wilmington, Delaware 19801
Email: [email protected]

Notices sent by email are deemed received upon successful transmission. Notices sent by certified mail to the address above are deemed received three (3) business days after deposit with the United States Postal Service.

17.8 Electronic Signatures and Consent

The parties consent to conduct this transaction by electronic means. Electronic signatures, acceptance via clickwrap (including by completing checkout, executing a Project Scope electronically, or clicking "I agree"), and email confirmations have the same legal effect as wet-ink signatures and physical delivery, consistent with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Delaware Uniform Electronic Transactions Act.

17.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to act on the other's behalf.

18. Contact

For questions about these Terms, contact us at:

Email: [email protected]

Website: www.stravitystudio.com