Terms of Service

1. Acceptance of Terms

By accessing or using wayout.design (the "Website") or engaging Way Out Custom Branding ("Way Out," "we," "us," "our," or "Company") for design services, you agree to be bound by these Terms of Service ("Terms").

If you do not agree to these Terms, do not use the Website or our services.

Effective Date: August 25, 2026

2. Services

Way Out Custom Branding offers the following design and consulting services:

• Brand Design (logo, brand identity, guidelines)
• Website Design
• Social Media Design & Strategy
• Motion Graphics
• SEO / GEO Consulting
• Business Consulting & Strategy

Specific deliverables, timelines, pricing, and terms for each project are outlined in a signed proposal or engagement letter ("Project Agreement"). These Terms apply to all projects unless explicitly modified in writing by both parties.

In the event of a conflict between these Terms and a signed Project Agreement, the Project Agreement governs.

3. Booking and Engagement

Booking Process

To book a consultation or proposal, you submit an inquiry through the Website or Bloom. This inquiry is not a binding contract—it is a request for Way Out to consider working with you.

Way Out will review your inquiry and may:

• Schedule a discovery call to discuss your needs
• Request additional information (budget, timeline, scope)
• Send you a proposal with detailed terms and pricing
• Decline the engagement if it's not a good fit

Acceptance of Proposal

A project engagement becomes binding only when:

1. Way Out sends you a signed proposal or engagement letter, and
2. You sign and return the proposal (or agree via email), and
3. You submit the required deposit or initial payment (if applicable)

The Project Agreement supersedes any prior discussions or emails.

4. Payment Terms

Fees and Deposits

Project fees are set out in the signed proposal. Projects typically require:

• Deposit: 50% due before work begins
• Final Payment: Remaining 50% balance due upon project completion or delivery

Projects may include milestone payments for larger engagements as specified in the proposal.

Payment Method

Invoices will be sent to the email address provided. Payment methods and instructions are specified in the proposal and invoice.

Late Payment

If an invoice is not paid by its due date, Way Out may:

• Pause or suspend work on the project
• Charge a late fee (as specified in the proposal or under North Carolina law)
• Terminate the engagement after written notice

Unpaid invoices may be referred to a collections agency or pursued through legal action, and you agree to pay reasonable attorney fees and court costs incurred in collection.

Refunds

Deposits and payments for work completed are non-refundable, except as required by law. If a project is cancelled, you are responsible for payment of all work completed up to the cancellation date.

5. Project Revisions and Scope

Revision Rounds

Each project includes 3 revision rounds as specified in the proposal, unless otherwise noted in your signed engagement letter.

A "revision round" means one cycle of feedback and adjustments. Major changes, significant new directions, or work outside the original scope count as additional revision rounds.

Additional Revisions

Revision rounds beyond those included in the proposal are billed at Way Out's then-current hourly rate or as a separate quote. Way Out will provide an estimate before proceeding with out-of-scope work.

Unlimited Revisions

If the proposal specifies "unlimited revisions," they are limited to refinement of approved designs within the original scope. Major redesigns, new concepts, or out-of-scope additions require a separate quote.

6. Timeline and Delivery

Project Timeline

The estimated timeline for project completion is outlined in the signed proposal. Timelines are estimates and are subject to:

• Timely client feedback and approvals
• Receipt of all required materials and information from you
• No significant delays in communication or decision-making

Delays

Way Out will make reasonable efforts to meet agreed timelines. We are not responsible for delays caused by:

• Client delays in providing feedback, approvals, or materials
• Changes in project scope or requirements
• Technical issues beyond Way Out's control
• Force majeure events (natural disasters, pandemics, etc.)

If Way Out anticipates a delay, we will notify you promptly.

Delivery

Deliverables will be provided via email, cloud storage, or other agreed method. It is your responsibility to download and back up all files promptly.

7. Intellectual Property and Ownership

Ownership Transfer

Upon final payment, ownership of the final approved deliverables transfers to you. This includes:

• Logo files (in all formats agreed upon)
• Brand guidelines and assets
• Website design and code (if applicable)
• Any other deliverables specified in the proposal

Pre-Approval Work

All concepts, drafts, and work-in-progress materials remain the property of Way Out until final approval and full payment. You may not use, reproduce, or share these materials without Way Out's written permission.

Third-Party IP

Any third-party assets used in your project (fonts, icons, images, plugins, libraries) remain subject to their original licenses. Way Out will specify any usage restrictions in the project deliverables.

You are responsible for complying with the terms of any third-party licenses.

Trademark and Branding

If Way Out creates a trademark, logo, or brand name for you, we will assist with ownership transfer and registration. You are responsible for:

• Trademark registration and renewal (if desired)
• Monitoring and enforcing trademark rights
• Any legal fees associated with registration or defense

8. Way Out's Retained Rights

Portfolio and Marketing Use

Unless otherwise agreed in writing, Way Out retains the right to:

• Display the finished work in our portfolio (online and offline)
• Use images of the work in marketing materials, case studies, and our website
• Reference you as a client (unless confidentiality is required)
• Publish case studies or articles about the project (with your approval on sensitive details)

If you require confidentiality, this must be explicitly stated in the Project Agreement, and Way Out will honor it.

Reusable Components

Way Out may reuse design systems, code components, templates, and methodologies across projects (not client-specific branding or copy). These remain Way Out's intellectual property.

Feedback and Ideas

Feedback, suggestions, and ideas you provide during the project may be used by Way Out to improve our processes and services.

9. Warranties and Disclaimers

Service Warranties

Way Out warrants that:

• We will perform services in a professional and workmanlike manner
• Deliverables will be original work created for your project (or properly licensed from third parties)
• Work will comply with applicable laws and industry standards

No Guarantee of Results

We do not warrant or guarantee:

• Specific business results, sales, traffic, or revenue from a website or branding
• Website functionality across all browsers or devices (though we design for modern standards)
• SEO rankings or search engine performance
• Market adoption or client response to your brand

Design and branding are inherently subjective. Results depend on factors outside our control (marketing execution, market conditions, competition, etc.).

"As-Is" Disclaimer

The Website is provided "as-is" without warranties of any kind, express or implied. Way Out disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Third-Party Services

Third-party tools, platforms, and services integrated into your project (hosting, CMS, e-commerce platforms, Bloom, etc.) are provided by their respective owners. Way Out is not responsible for:

• Outages or downtime of third-party services
• Data loss or security breaches by third-party providers
• Changes to third-party terms, pricing, or features
• Compatibility issues between third-party services

You are responsible for selecting and maintaining relationships with third-party service providers.

10. Limitation of Liability

Cap on Liability

Way Out's total liability for any and all claims arising from or related to a project is limited to the total amount you paid for that project. This applies regardless of the type of claim (contract, tort, negligence, etc.) or whether Way Out was advised of the possibility of such damages.

No Consequential Damages

Way Out is not liable for:

• Lost profits or revenue
• Lost business opportunities or clients
• Lost data or content
• Reputational harm
• Indirect, incidental, special, or punitive damages

This applies even if Way Out knew or should have known such damages might occur.

Essential Term

You acknowledge that this limitation of liability is an essential term of these Terms and that Way Out would not proceed without it.

11. Indemnification

You agree to indemnify, defend, and hold harmless Way Out, its owners, employees, and agents from any claims, damages, liabilities, or costs (including reasonable attorney fees) arising from:

• Your use of deliverables in violation of third-party rights
• Your modification of deliverables after delivery (beyond scope)
• Your breach of these Terms or the Project Agreement
• Your violation of applicable laws or regulations
• Any content you provided to Way Out for inclusion in the project

12. Confidentiality

Confidential Information

Both parties agree to keep the other's confidential information (project details, pricing, strategies, files, etc.) confidential, except:

• To the extent required by law
• When necessary to fulfill the project
• To Way Out's employees and contractors with a legitimate need to know
• As disclosed in a portfolio (if applicable and permitted)

Data Security

You are responsible for securing any sensitive data (passwords, API keys, admin credentials) that you share with Way Out. We will handle such data securely but cannot guarantee against breaches beyond our control.

13. Termination and Cancellation

Client Cancellation

You may cancel a project at any time by providing written notice to Way Out. Upon cancellation:

• Way Out will cease work immediately
• You are responsible for payment of all work completed up to the cancellation date
• Completed work and any deliverables in progress may be delivered to you or retained at Way Out's discretion
• Deposits are non-refundable

Way Out Termination

Way Out may terminate a project if:

• You fail to pay an invoice by 14 days after the due date
• You materially breach these Terms or the Project Agreement
• You provide materials or instructions that we reasonably believe violate laws or infringe third-party rights
• Continuing the project is not feasible or safe

Way Out will provide written notice before termination, except in cases of urgency or legal violation.

Effect of Termination

Upon termination:

• All unpaid fees become immediately due
• Completed work reverts to Way Out unless full payment is made
• These Terms remain in effect for any sections intended to survive termination (e.g., limitation of liability, indemnification, confidentiality)

14. Dispute Resolution

Governing Law

These Terms are governed by the laws of the State of North Carolina, United States, without regard to conflict-of-law principles.

Jurisdiction and Venue

Both parties agree to submit to the exclusive jurisdiction of the state and federal courts located in North Carolina for any disputes. You waive any objection to venue and consent to personal jurisdiction.

Informal Resolution

Before pursuing formal legal action, both parties agree to attempt to resolve disputes through good-faith negotiation and discussion for a period of 30 days.

Attorney Fees

In any legal action to enforce these Terms, the prevailing party is entitled to recover reasonable attorney fees and court costs from the other party.

15. Acceptable Use

You agree not to:

• Use the Website or services for any illegal purpose or in violation of any applicable laws
• Infringe upon the intellectual property, privacy, or other rights of third parties
• Engage in harassment, abuse, or threats toward Way Out staff
• Attempt to gain unauthorized access to our systems or files
• Submit malware, viruses, or malicious code
• Spam, phish, or manipulate Way Out or other users

Way Out reserves the right to refuse or terminate services if you violate these provisions.

16. Website Use

License to Access

Way Out grants you a limited, non-exclusive, non-transferable license to access and view the Website for personal, non-commercial purposes. You may not:

• Reproduce, distribute, or transmit content without permission
• Mirror or scrape the Website
• Use bots, scrapers, or automated tools to access the site
• Modify or create derivative works from the content

User-Generated Content

If you submit content, feedback, or materials to Way Out (via contact forms, email, or otherwise), you grant Way Out a non-exclusive, royalty-free license to use, modify, and display such content for business purposes (including in case studies, with your approval).

17. Changes to Terms

Way Out may update these Terms at any time. Changes become effective when posted to this page. Your continued use of the Website or engagement of our services after changes are posted constitutes acceptance of the updated Terms.

We will attempt to provide notice of material changes, but it is your responsibility to review these Terms periodically.

18. Entire Agreement

These Terms, together with any signed Project Agreement, constitute the entire agreement between you and Way Out regarding your use of the Website and engagement of services. All prior discussions, proposals, and agreements are superseded.

If any part of these Terms is found to be unenforceable, the remaining provisions remain in effect.

19. Contact Information

For questions about these Terms, disputes, or service matters, please contact:

Way Out Custom Branding
Email: contact@wayout.design
Phone: +1-803-833-9427
Location: Wilmington, North Carolina, United States