Terms of Service

1. Agreement to Terms

1.1 Acceptance

By accessing the website at andpixels.com (the “Site”) or engaging &Pixels (Andpixels LLC, a Texas limited liability company) (“Agency,” “we,” “us,” or “our”) for any services, you (“Client” or “you”) agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you may not access the Site or use our services.

1.2 Relationship to Other Agreements

For project-based engagements, the Client and the Agency may enter into a separate Client Engagement Agreement governing the specific project. If there is a conflict between these Terms and a signed Client Engagement Agreement, the Client Engagement Agreement controls as to the subject matter of that project. For subscription-based services, these Terms are the governing agreement unless a separate written agreement is signed by both parties.

1.3 Eligibility

You must be at least 18 years of age and have the legal authority to enter into a binding agreement to use our services. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

1.4 Privacy

Your use of the Site and our services is also subject to our Privacy Policy at andpixels.com/privacy and our Cookie Policy at andpixels.com/cookies, each of which is incorporated into these Terms by reference. By using the Site or engaging our services, you acknowledge that you have read and understood both policies.

2. Services

2.1 Overview

The Agency provides design, development, and digital strategy services, including UX/UI design, web development, mobile application development, AI solutions, digital marketing, and business consulting. Services are offered on a subscription basis or a project basis as described below.

2.2 Subscription Services

Subscription-based services are governed by Section 3 of these Terms.

2.3 Project-Based Services

Project-based services are governed by a separate Client Engagement Agreement that defines the scope, timeline, deliverables, and payment schedule for each project. The terms of Section 4 of these Terms apply to project-based services to the extent not addressed by the Client Engagement Agreement.

3. Subscription Services

3.1 Service Tiers

The Agency offers subscription services in the following tiers:

• Starter: 40 hours per month
• Builder: 60 hours per month
• Partner: 80 hours per month

Subscriptions are available for Design services, Development services, or a combined Design and Development subscription. Combined subscriptions include double the hours of the corresponding single-service tier (80, 120, or 160 hours per month, respectively). Current pricing is available on the applicable service page on the Site or by contacting the Agency.

3.2 Billing and Auto-Renewal

Subscription fees are billed in advance at the beginning of each billing period. Billing periods are monthly, quarterly, or annual, at the Client’s election:

• Monthly: billed at the standard rate, renewing automatically each month
• Quarterly: billed at a 15% discount off the standard monthly rate, renewing automatically every three months
• Annual: billed at a 30% discount off the standard monthly rate, renewing automatically every twelve months

All subscription fees are flat rates for the selected tier and billing period. Subscriptions automatically renew at the end of each billing period at the then-current rate unless the Client cancels in accordance with Section 3.7. By subscribing, the Client expressly consents to automatic renewal and recurring charges to the Client’s designated payment method.

3.3 Pre-Renewal Notification

For quarterly and annual billing periods, the Agency will send the Client a renewal notice by email at least fifteen (15) days before the renewal date. The notice will confirm: (i) the upcoming renewal date; (ii) the renewal amount; (iii) the billing period; and (iv) instructions for how to cancel or pause before the renewal charge is processed. Failure to send this notice does not waive the Client’s obligation to cancel in accordance with Section 3.7 if the Client does not wish to renew, but the Client may dispute any renewal charge processed without the required notice.

3.4 Sprint Delivery and Planning

Work is organized in two-week sprint cycles, with two sprints per monthly billing period. The Client’s monthly hours are divided equally across the two sprints (for example, a Starter subscription includes 20 hours per sprint). Before each sprint begins, the Agency and the Client will conduct a sprint planning session to define the scope of work, priorities, and deliverables for that sprint. The Client may submit unlimited requests to the task queue. Requests are prioritized and worked through based on the Client’s purchased hours and the agreed sprint plan for each cycle.

3.5 Hour Allocation and Rollover

If the Client has unused hours at the end of a billing period, those hours may be rolled over to the next billing period under the following conditions:

1. The Client must notify the Agency in writing at least fourteen (14) days before the start of the billing period in which the rollover hours will be used.
2. The Agency and the Client must agree on how the rollover hours will be incorporated into the upcoming sprint plan during the sprint planning session described in Section 3.4.
3. There is no cap on the number of hours that may be rolled over, provided the conditions in (i) and (ii) are met.
4. Rollover hours that are not planned and scheduled in accordance with this Section 3.5 are forfeited at the end of the billing period with no refund or credit.
5. Rollover hours are forfeited immediately upon cancellation or pause of the subscription with no refund or credit.

If the Client’s requests would require hours in excess of the Client’s allocation for a sprint (including any scheduled rollover hours), the Agency will notify the Client. The Client may then choose to: (a) defer the excess work to the next sprint; or (b) authorize the additional hours at the Agency’s then-current hourly rate, billed separately.

3.6 Pause

The Client may pause a subscription by providing written notice at least fourteen (14) days before the next billing period begins, or before the start of the next sprint cycle, whichever comes first. During a pause:

• No new work will be performed.
• No fees are billed for the paused period.
• The Client retains ownership and access to all previously completed and paid-for deliverables.
• Unused hours, including any rollover hours, are forfeited as of the pause effective date with no refund or credit.

A pause may not exceed ninety (90) consecutive days. If the Client does not resume the subscription by providing written notice before the 90-day period expires, the subscription will automatically cancel on the 91st day, and Section 3.7 (Cancellation) will apply. The Client may re-subscribe at any time after an automatic cancellation by contacting the Agency. Re-engagement pricing and terms are at the Agency’s sole discretion.

3.7 Cancellation

The Client may cancel a subscription by providing written notice at least fourteen (14) days before the next billing period begins, or before the start of the next sprint cycle, whichever comes first. The Client may submit a cancellation request by email to legal@andpixels.com or through the Client’s account portal on the Site. Upon cancellation:

• The Agency will complete work in progress through the end of the current sprint.
• The Client owns all work completed and paid for through the cancellation date.
• Unused hours, including any rollover hours, are forfeited with no refund.
• No further billing periods will be charged.

Cancellation does not entitle the Client to a pro-rata refund for the unused portion of a billing period.

3.8 Sprint Deliverables

At the end of each sprint, the Agency will deliver all completed work product from that sprint to the Client, provided the Client’s billing period payment is current. Deliverables may include, depending on the engagement, design files, source code, deployed features, documentation, or other work product as defined in the sprint plan. The Client will review sprint deliverables promptly and provide feedback during the next sprint planning session. Deliverables are deemed accepted at the conclusion of the sprint unless the Client identifies specific non-conformance with the agreed sprint plan within five (5) business days after delivery.

3.9 Subscription Refunds

Subscription refunds are governed by the Agency’s Refund Policy, available at andpixels.com/refunds. In the event of a conflict between the Refund Policy and these Terms, these Terms control.

4. Project-Based Services

4.1 Engagement Agreement

Each project-based engagement is governed by a Client Engagement Agreement signed by both parties, which defines the project scope, schedule, payment milestones, deliverables, and all other project-specific terms.

4.2 Application of These Terms

These Terms apply to project-based engagements only to the extent that a subject matter is not addressed by the signed Client Engagement Agreement. In the event of a conflict, the Client Engagement Agreement controls.

5. Payment

5.1 Subscription Payments

Subscription fees are due in advance at the beginning of each billing period as set forth in Section 3.2. Payment is due upon receipt of invoice.

5.2 Project Payments

Payment terms for project-based services are set forth in the applicable Client Engagement Agreement.

5.3 Late Payments

Payments not received within seven (7) days of the invoice date are considered overdue. Overdue payments will incur a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. The Agency reserves the right to suspend all work, including active sprint cycles, until overdue payments are received. The Client agrees to pay all reasonable costs of collection, including attorneys’ fees, incurred by the Agency in collecting overdue amounts.

5.4 Refunds

Refund eligibility is governed by the Agency’s Refund Policy, available at andpixels.com/refunds, and, for project-based services, by the applicable Client Engagement Agreement. In the event of a conflict between the Refund Policy and a signed Client Engagement Agreement, the Client Engagement Agreement controls.

6. Client Responsibilities

6.1 General Obligations

The Client is responsible for:

• Providing timely feedback, approvals, and decisions necessary for the Agency to perform the work
• Supplying assets, content, information, and access credentials as needed
• Maintaining appropriate licenses for any third-party software, platforms, or services that the Client directs the Agency to use or integrate
• Ensuring the accuracy and legality of all information and materials provided to the Agency
• Timely payment of all invoices
• Complying with all applicable laws and regulations in connection with the Client’s use of the deliverables

6.2 Delays

If the Client’s failure to meet any of the obligations in Section 6.1 causes a delay in the Agency’s performance, any applicable deadlines or sprint schedules will be extended by the length of the delay, and the Agency will not be liable for the resulting delay.

7. Intellectual Property

7.1 Client Ownership of Work Product

Upon the Client’s payment in full of all amounts owed for the applicable billing period (for subscription services) or under the applicable Client Engagement Agreement (for project-based services), the Agency assigns to the Client all right, title, and interest in the work product created specifically for the Client, including all intellectual property rights. “Work product” means the finished deliverables and all drafts, designs, code, and materials created by the Agency specifically for the Client’s project or subscription requests.

7.2 Agency Background IP

The Agency retains all ownership of its proprietary tools, frameworks, code libraries, pre-existing materials, and any generalized, non-client-specific components, methodologies, or processes developed during the course of any engagement (“Background IP”). The Agency grants the Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license (with the right to sublicense) to use, reproduce, modify, and display the Background IP solely as embedded in or necessary to use the work product delivered to the Client. The Client may not extract, sell, or license the Background IP separately from the delivered work product.

7.3 Agency Portfolio License

The Client grants the Agency a non-exclusive, perpetual, irrevocable, royalty-free license to display the work product in the Agency’s portfolio, website, case studies, pitch materials, and other marketing materials solely to showcase the Agency’s capabilities. The Agency will use mock or anonymized data in portfolio displays and will obtain the Client’s prior written consent before featuring the Client’s project. This license does not permit the Agency to sell, sublicense, or commercially exploit the work product.

7.4 Client IP License

The Client grants the Agency a limited, non-exclusive, revocable license to use the Client’s trademarks, logos, and other intellectual property solely to the extent reasonably necessary to perform the services. This license terminates automatically when the engagement ends.

7.5 Site Content

All content on the Site, including text, graphics, logos, images, designs, code, and other materials, is the property of the Agency or its licensors and is protected by applicable intellectual property laws. You may not copy, reproduce, distribute, modify, or create derivative works from any Site content without the Agency’s prior written consent.

8. Confidentiality

8.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other in connection with the services or these Terms, whether disclosed orally, in writing, or by inspection, including business plans, customer data, financial information, technical specifications, trade secrets, pricing, and any materials identified as confidential.

8.2 Obligations

Each party will: (i) hold the other party’s Confidential Information in strict confidence; (ii) not disclose it to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in these Terms; and (iii) use it only as necessary to perform its obligations or exercise its rights under these Terms or any related engagement.

8.3 Exceptions

These obligations do not apply to information that: (i) was publicly available at the time of disclosure; (ii) becomes publicly available through no fault of the receiving party; (iii) was already known to the receiving party without obligation of confidentiality; (iv) is received from a third party without restriction on disclosure; or (v) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

8.4 Compelled Disclosure

If a party is compelled by law, regulation, or court order to disclose Confidential Information, it will provide prompt written notice to the other party (to the extent legally permitted) and disclose only the minimum information required.

8.5 Return or Destruction

Upon termination of the engagement or upon written request, each party will promptly return or destroy the other party’s Confidential Information and confirm in writing that it has done so. Each party may retain one archival copy solely for legal compliance purposes, subject to the ongoing obligations of this Section 8.

8.6 Duration

The obligations in this Section 8 survive termination of these Terms or any related engagement and continue for a period of two (2) years following termination.

8.7 NDA

The Agency is willing to enter into a separate mutual non-disclosure agreement upon request. In the event of a conflict between a signed NDA and this Section 8, the NDA controls.

9. Warranties and Disclaimers

9.1 Professional Standards

The Agency warrants that all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any deliverable fails to conform to this warranty within thirty (30) days of delivery, the Agency will, at its option, re-perform the deficient services or correct the deliverable at no additional cost. This is the Client’s sole remedy for breach of this warranty.

9.2 Disclaimer of Implied Warranties

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 9.1, THE AGENCY PROVIDES ALL SERVICES AND DELIVERABLES “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE AGENCY DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

9.3 Client Warranty

The Client represents and warrants that all materials, content, data, and information provided to the Agency: (i) are accurate and complete; (ii) do not infringe any third party’s intellectual property rights; and (iii) comply with all applicable laws and regulations.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to: (i) breaches of Section 8 (Confidentiality); (ii) obligations under Section 11 (Indemnification); or (iii) claims arising from a party’s willful misconduct or fraud.

11. Indemnification

11.1 Agency Indemnity

The Agency will indemnify, defend, and hold harmless the Client and its affiliates, directors, officers, employees, and agents from and against all third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of: (i) a breach by the Agency of any warranty or obligation under these Terms; (ii) the Agency’s negligence or willful misconduct; or (iii) any claim that the work product or Background IP infringes a third party’s intellectual property rights.

11.2 Client Indemnity

The Client will indemnify, defend, and hold harmless the Agency and its affiliates, directors, officers, employees, and agents from and against all third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of: (i) a breach by the Client of any warranty or obligation under these Terms; (ii) any claim that Client-supplied materials infringe a third party’s intellectual property rights; (iii) the Client’s use of the deliverables in a manner not contemplated by these Terms; or (iv) the Client’s violation of any applicable law or regulation.

11.3 Process

The party seeking indemnification will: (i) promptly notify the indemnifying party in writing; (ii) give the indemnifying party reasonable control of the defense and settlement, provided that no settlement that imposes liability on the indemnified party may be entered without the indemnified party’s prior written consent; and (iii) cooperate with the indemnifying party at the indemnifying party’s expense.

12. Termination

12.1 Subscription Termination

Subscription services may be paused or cancelled as set forth in Sections 3.6 and 3.7.

12.2 Project Termination

Termination of project-based services is governed by the applicable Client Engagement Agreement.

12.3 Termination for Cause

Either party may terminate any engagement immediately upon written notice if the other party: (i) commits a material breach of these Terms and fails to cure that breach within ten (10) business days after receiving written notice specifying the breach; or (ii) becomes insolvent, files for bankruptcy, or has a bankruptcy petition filed against it.

12.4 Effect of Termination

Upon termination of any engagement: (i) the Client will pay all amounts owed for services performed through the termination date; (ii) the Agency will deliver all completed work product for which payment has been received; (iii) each party will return or destroy the other’s Confidential Information in accordance with Section 8.5; and (iv) the provisions of these Terms that by their nature should survive will survive, including Sections 7 (Intellectual Property), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (General Provisions).

13. General Provisions

13.1 Dispute Resolution

Any dispute arising under or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. The arbitration will take place in Travis County, Texas. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs and attorneys’ fees unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13.2 Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles.

13.3 Modifications

The Agency reserves the right to modify these Terms at any time. For material changes, the Agency will provide at least thirty (30) days’ prior notice by email to active clients and by posting a prominent notice on the Site before the changes take effect. Continued use of the services after the effective date of any modification constitutes acceptance of the modified Terms. If the Client does not agree to a material modification, the Client may terminate the engagement before the modification takes effect without penalty.

13.4 Assignment

The Client may not assign or transfer its rights or obligations under these Terms without the Agency’s prior written consent. The Agency may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to the Client.

13.5 Severability

If any provision of these Terms is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If modification is not permitted by law, the provision will be severed, and the remainder of these Terms will continue in full force and effect.

13.6 Waiver

A party’s failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

13.7 Entire Agreement

These Terms, together with any signed Client Engagement Agreement, change orders, statements of work, NDAs, the Agency’s Privacy Policy, Cookie Policy, and Refund Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements, whether written or oral.

13.8 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, epidemics, pandemics, war, terrorism, labor disputes, internet or utility outages, or cyberattacks. The affected party will promptly notify the other party and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement upon written notice without liability.

13.9 Independent Contractor

The Agency is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship between the parties.

13.10 Notices

All notices under these Terms must be in writing and delivered by email to the addresses associated with the engagement, or by certified or registered mail to the party’s business address on file. Notices are effective upon receipt.

14. Contact

For questions about these Terms of Service, please contact us at legal@andpixels.com or through our contact page at andpixels.com.