Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "you", "your") and SociiLabs LLC, a Wyoming limited liability company operating XSY Agency ("XSY", "we", "us", "our"), located at:

30 N Gould St, Ste R
Sheridan, Wyoming 82801
United States

By subscribing to any XSY service plan, accessing our client portal, submitting a design request, or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use our services.

For all inquiries: hey@xsy.agency

2. Definitions

For the purposes of these Terms:

• "Services" means the design subscription services offered by XSY Agency as described on xsy.agency, including UI/UX design, brand identity design, landing page design, product design, and associated deliverables
• "Subscription" means a recurring monthly plan (Standard or Growth) through which Client accesses the Services
• "Deliverables" means any design files, assets, mockups, prototypes, documentation, or other creative outputs produced by XSY for the Client
• "Design Request" means a discrete task submitted by Client through the designated request channel
• "Client Materials" means any content, assets, data, trademarks, logos, copy, images, or other materials provided by Client to XSY for use in delivering the Services
• "Confidential Information" means any non-public business, technical, financial, or other information disclosed by either party in connection with the Services
• "NDA" means a Non-Disclosure Agreement executed between the parties
• "Subscription Period" means each monthly billing cycle commencing on the date of initial payment
• "Portal" means the Bonsai client portal through which Client manages their subscription, requests, and communications

3. Services

3.1 Description of Services

XSY provides flat-fee design subscription services on a monthly basis. The specific deliverables, turnaround times, and inclusions vary by plan as described on xsy.agency and in the subscription agreement executed via Bonsai at the time of signup.

3.2 Scope of Work

Services are limited to design work as described in the current plan description. XSY does not provide:

• Web or mobile development (this may be referred to SociiLabs LLC under a separate agreement)
• Copywriting or content creation
• Photography, video production, or motion graphics
• Standalone logo-only design projects
• Print production management
• SEO or marketing strategy

3.3 Design Request Process

• Client submits Design Requests via the Portal
• One active request at a time (Standard plan); two active requests simultaneously (Growth plan)
• XSY will deliver the first concept within the applicable SLA from the time the request is accepted
• Revisions are unlimited per request; however, requests that substantially change the original brief may be treated as new requests at XSY's reasonable discretion
• XSY reserves the right to decline requests that fall outside the agreed scope, are technically infeasible, violate third-party rights, or are contrary to law or these Terms

3.4 Turnaround Times

Turnaround times listed on xsy.agency are targets, not guarantees. XSY will use commercially reasonable efforts to meet stated SLAs. Delays caused by Client's failure to provide timely feedback, materials, or approvals do not constitute a breach by XSY.

3.5 Service Level Variations

XSY reserves the right to modify the features and inclusions of service plans with reasonable notice to active subscribers. Material reductions in service will entitle Client to cancel with a prorated refund for the unused portion of the current Subscription Period.

4. Subscription, Billing, and Payment

4.1 Subscription Plans

XSY offers monthly subscription plans at rates published on xsy.agency. Prices are in United States Dollars (USD) unless otherwise stated.

4.2 Billing Cycle

Subscriptions are billed monthly on a recurring basis. The first payment is due at the time of signup. Subsequent payments are automatically charged on the same date each month (the "Billing Date").

4.3 Payment Processing

Payments are processed through Bonsai and its integrated payment processors. By subscribing, you authorize SociiLabs LLC to charge your designated payment method on each Billing Date. You must maintain a valid payment method on file at all times.

4.4 Failed Payments

If a payment fails:

• XSY will notify Client by email
• A 5-business-day grace period applies, during which active tasks will be paused
• If payment is not received within the grace period, XSY may suspend or terminate the subscription
• Reinstatement following suspension for non-payment may require payment of all outstanding amounts plus a reinstatement fee at XSY's discretion

4.5 Price Changes

XSY may change subscription pricing with at least 30 days' written notice to active subscribers. Price changes take effect on the next Billing Date following the notice period. Continued use of the Services after the effective date constitutes acceptance of the new pricing.

4.6 Taxes

Subscription fees are exclusive of any applicable taxes, including sales tax, VAT, GST, or withholding taxes. Client is responsible for all taxes applicable to their subscription in their jurisdiction. Where required by law, XSY will add applicable taxes to invoices.

4.7 Disputed Charges

If you believe a charge is incorrect, you must notify us at hey@xsy.agency within 30 days of the charge. Failure to dispute within this period constitutes acceptance of the charge.

5. Free Trial

Where XSY offers a free trial period:

• No payment method is required during the trial unless explicitly stated
• Deliverables produced during the trial remain the property of XSY until a paid subscription commences and the first payment clears
• XSY reserves the right to modify or discontinue free trial offerings at any time

6. Cancellation and Pause Policy

6.1 Cancellation by Client

Client may cancel their subscription at any time by notifying XSY via the Portal or at hey@xsy.agency before the next Billing Date.

• Cancellation takes effect at the end of the current Subscription Period
• Access to the Portal and active Services continues until the end of the paid period
• No refunds are issued for partial months already billed, except as stated in Section 6.4

6.2 Pause Policy

Client may pause their subscription once per Subscription Period by providing notice before the next Billing Date. During a pause:

• Billing for the following cycle is suspended
• Active design requests are placed on hold
• Client retains access to previously delivered files
• Subscription may be resumed at any time; billing resumes on the date of reactivation

6.3 Cancellation by XSY

XSY reserves the right to cancel or suspend a subscription immediately, with or without notice, in cases of:

• Material breach of these Terms by Client
• Non-payment or repeated payment failures
• Fraudulent, abusive, or illegal use of Services
• Requests for work that violates third-party intellectual property rights or applicable law
• Conduct that is harassing, threatening, or abusive toward XSY personnel

In cases of cancellation by XSY for cause, no refund will be issued for the current Subscription Period.

6.4 Refund Policy

XSY does not offer prorated refunds for mid-cycle cancellations under normal circumstances. Exceptions may be made at XSY's sole discretion in cases of:

• Service unavailability exceeding 5 consecutive business days due to XSY's fault
• Material reduction in service features not accepted by Client
• Billing errors confirmed by XSY

Refund requests must be submitted to hey@xsy.agency within 14 days of the triggering event.

7. Intellectual Property

7.1 Ownership of Deliverables

Upon receipt of full payment for the applicable Subscription Period in which a Deliverable was produced, XSY assigns to Client all right, title, and interest in and to the final approved Deliverables, including all applicable intellectual property rights worldwide.

This assignment is conditional upon:

• Full payment having cleared for the relevant Subscription Period
• Client having provided accurate rights clearances for all Client Materials used

7.2 Work in Progress

Any Deliverables produced during a Subscription Period for which full payment has not been received remain the property of XSY. Client may not use, reproduce, or distribute such materials until payment is completed.

7.3 XSY Retained Rights

Notwithstanding Section 7.1, XSY retains:

• All rights in underlying tools, frameworks, templates, processes, and methodologies used to create Deliverables
• The right to display final Deliverables in XSY's portfolio, case studies, and marketing materials, unless Client has executed an NDA or provided written notice that work is confidential
• All rights to Deliverables that are rejected, abandoned, or not approved by Client

7.4 Client Materials

Client grants XSY a non-exclusive, royalty-free license to use Client Materials solely for the purpose of providing the Services. Client warrants that:

• They have full rights to all Client Materials submitted
• Client Materials do not infringe any third-party intellectual property rights
• Client Materials do not violate any applicable law

Client indemnifies XSY against any claims arising from unauthorized use of third-party intellectual property included in Client Materials.

7.5 Third-Party Assets

Where Deliverables incorporate third-party licensed assets (stock images, icons, fonts, etc.), XSY will notify Client. Client is responsible for obtaining and maintaining appropriate licenses for any third-party assets used in final production. XSY is not responsible for license fees or compliance obligations related to third-party assets.

7.6 Open Source

Where any open-source components are incorporated into Deliverables, XSY will identify these upon request. Client accepts that such components are subject to their respective open-source licenses.

8. Confidentiality and NDAs

8.1 Mutual Confidentiality

Both parties agree to:

• Keep all Confidential Information of the other party strictly confidential
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information solely for the purpose of performing obligations under these Terms
• Apply at minimum the same degree of protection to the other party's Confidential Information as they apply to their own, but no less than reasonable care

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is required to be disclosed by applicable law or court order (with prompt notice given to the other party where legally permitted)

8.3 NDA Execution

XSY will execute a separate Non-Disclosure Agreement upon Client request prior to or at commencement of the engagement. Where an NDA is executed:

• Its terms govern confidentiality obligations between the parties
• In the event of conflict between the NDA and these Terms, the NDA prevails with respect to confidentiality
• XSY will not display Client's work in its portfolio or reference the Client relationship publicly without explicit written consent

8.4 Survival

Confidentiality obligations survive termination or expiration of the subscription for a period of 3 years, unless the NDA specifies a longer period.

9. Client Responsibilities

Client agrees to:

• Provide clear, complete, and timely briefs and feedback to enable XSY to deliver within stated SLAs
• Respond to requests for clarification, approval, or feedback within 5 business days; failure to do so may result in tasks being paused or closed
• Ensure all Client Materials provided are free from third-party intellectual property infringement
• Use Deliverables only for lawful purposes
• Not share Portal credentials with unauthorized parties
• Maintain accurate and current billing information
• Not attempt to reverse-engineer, copy, or replicate XSY's internal processes, templates, or methodologies
• Treat XSY personnel with respect; abusive, harassing, or threatening behavior is grounds for immediate termination

10. Representations and Warranties

10.1 By XSY

XSY represents and warrants that:

• It has the full right and authority to enter into and perform these Terms
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• XSY has the rights to provide Deliverables free from undisclosed third-party claims

10.2 By Client

Client represents and warrants that:

• It has full right and authority to enter into and perform these Terms
• All Client Materials provided are owned by Client or Client has obtained all necessary rights and licenses
• Use of the Services and Deliverables will not violate any applicable law, regulation, or third-party right

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

XSY DOES NOT WARRANT THAT:

• DELIVERABLES WILL MEET CLIENT'S SPECIFIC BUSINESS OBJECTIVES OR ACHIEVE PARTICULAR COMMERCIAL RESULTS
• THE SERVICES WILL BE AVAILABLE AT ALL TIMES WITHOUT INTERRUPTION
• ANY ERRORS OR DEFECTS WILL BE CORRECTED WITHIN A SPECIFIC TIMEFRAME

12. Limitation of Liability

12.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOCIILABS LLC'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CLIENT IN THE 3 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Exclusion of Consequential Damages

IN NO EVENT SHALL SOCIILABS LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded under applicable law

13. Indemnification

Client agrees to indemnify, defend, and hold harmless SociiLabs LLC, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Client's breach of these Terms
• Client Materials infringing third-party intellectual property rights
• Client's use of Deliverables in violation of applicable law
• Any misrepresentation made by Client in connection with the Services
• Claims by Client's end users related to products or services built using the Deliverables

14. SociiLabs Development Referral

Where XSY refers Client to SociiLabs LLC for software development services:

• Such engagement is governed by a separate agreement between Client and SociiLabs LLC
• XSY makes no representations or warranties regarding SociiLabs LLC's development services
• XSY is not liable for any acts, omissions, or outcomes arising from SociiLabs LLC's separate engagements
• No additional fee is charged to Client for the referral

15. Prohibited Uses

Client must not use the Services or Deliverables to:

• Produce content that is defamatory, obscene, discriminatory, or otherwise unlawful
• Infringe the intellectual property rights of any third party
• Facilitate or promote illegal activities
• Create material that violates any applicable advertising standards
• Compete directly with XSY by reselling the Services as their own
• Engage in any activity that could damage the reputation or business of XSY or SociiLabs LLC

16. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or infrastructure outages, or labor disputes. The affected party shall notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than 30 days, either party may terminate the subscription with a prorated refund for undelivered services.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

17.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this process by sending written notice to the other identifying the dispute and proposed resolution. The parties shall have 30 days from receipt of such notice to reach a resolution.

17.3 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Sheridan, Wyoming, or remotely by mutual agreement. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.4 Class Action Waiver

Client waives any right to participate in a class action lawsuit or class-wide arbitration against SociiLabs LLC.

17.5 Exception for Injunctive Relief

Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the subscription agreement executed via Bonsai, the Privacy Policy, and any executed NDA, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings.

18.2 Amendments

XSY may modify these Terms at any time by posting updated Terms on xsy.agency and notifying active subscribers by email. Changes take effect 14 days after notification. Continued use of the Services after the effective date constitutes acceptance. If you do not accept the changes, you must cancel your subscription before the effective date.

18.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

18.4 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce it in the future.

18.5 Assignment

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

18.6 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. XSY operates as an independent contractor.

18.7 Notices

All legal notices must be delivered in writing to:

Notices sent by email are deemed received upon confirmation of delivery. Notices sent by post are deemed received 5 business days after posting.

18.8 Headings

Section headings in these Terms are for convenience only and have no legal or contractual effect.

19. Contact

For any questions regarding these Terms and Conditions: