Last Updated: May 8, 2025
Preamble:
These Terms and Conditions (hereinafter referred to as the “Terms”) constitute a legally binding agreement between you, the Client1 (hereinafter referred to as “Client,” “you,” or “your”), and DesignGoat, a faceless branding agency operating under the website www.designgoat.me (hereinafter referred to as “DesignGoat,” “we,” “us,” or “our”). By accessing, using, or engaging our services through the aforementioned website, you irrevocably acknowledge that you have read, understood, and unequivocally agree to be bound by these Terms in their entirety, without any reservation, modification, or qualification. If you do not agree with any provision of these Terms, you are strictly prohibited from using our website or engaging our services.
1. Service Engagement Process:
1.1. Request for Proposal (RFP): Your submission of an inquiry regarding a potential project through our website’s designated form shall be considered your formal Request for Proposal (RFP). This submission initiates the service engagement process.
1.2. Proposal and Acceptance: Upon receipt of your RFP, DesignGoat reserves the sole and absolute right to either decline the engagement at its discretion, or to furnish you with a comprehensive proposal. This proposal will highlight key information such as the estimated project timeline and the total cost of the services according to the scope of work. Each proposal will be tailored to the requested services.
1.3. Contractual Formation: The unequivocal acceptance of our proposal shall be manifested by your formal signature affixed to the proposal document. Upon our receipt of the fully executed proposal, accompanied by the stipulated down payment as outlined therein, a legally binding contract shall be deemed to have been duly formed between the Client and DesignGoat. The terms and conditions delineated within the signed proposal shall be integral components of this legally binding contract and shall govern the specific project undertaken.
1.4. Project Commencement: DesignGoat’s obligation to commence work on the project is expressly contingent upon the timely receipt of both the Client’s signed acceptance of the proposal and the full amount of the agreed-upon down payment.
1.5. Project Completion and Final Payment: Upon the diligent completion of the project by DesignGoat in accordance with the specifications outlined in the signed proposal, the Client shall be promptly notified. The transfer of the final project deliverables and associated files to the Client is strictly contingent upon DesignGoat’s receipt of the full and final outstanding payment, as stipulated in the aforementioned proposal.
2. Inherent User Agreement and Stipulations:
By engaging with our website and services, the Client unequivocally acknowledges and agrees to the following inherent user stipulations:
2.1. Payment Obligation and Late Payment Surcharge: The Client hereby irrevocably agrees to remit the full payment for the services rendered by DesignGoat, as explicitly stated in the mutually executed proposal. In the event of any failure or refusal by the Client to remit the full payment within the agreed-upon timeframe, the outstanding balance shall be subject to a cumulative late payment surcharge interest fee of two percent (2%) per week, compounded weekly, commencing from the date the payment became due. The Client unequivocally acknowledges and agrees that this surcharge is a reasonable pre-estimate of the damages incurred by DesignGoat due to the delayed payment and that DesignGoat reserves the absolute right to pursue all available legal remedies, including but not limited to initiating legal proceedings in a court of competent jurisdiction, to recover the outstanding balance, accrued interest, and any associated legal costs.
2.2. Prohibition Against Unauthorized Access and Cyber Intrusion: The Client is strictly and unequivocally prohibited from engaging in any activity that constitutes probing, hacking, attempting to circumvent security measures, or otherwise seeking unauthorized access to any portion of the DesignGoat website, its servers, databases, or any digital assets, including but not limited to project files prior to full payment. The Client explicitly acknowledges and agrees that any attempt, regardless of its success, to access or acquire project files or any other proprietary information without remitting the full payment shall constitute a material breach of these Terms. In the event of such a violation, the Client shall be immediately liable for all damages incurred by DesignGoat as a direct or indirect consequence of such unauthorized access and potential intellectual property infringement, and shall be subject to the full extent of legal remedies available under applicable law. This provision is in addition to, and not in lieu of, any other legal or equitable remedies that DesignGoat may pursue, including but not limited to seeking injunctive relief and recovering any outstanding payments mandated by court order.
2.3. Confidentiality of Sensitive Links: The Client unequivocally agrees to maintain the strict confidentiality of any sensitive links, access credentials, or other proprietary information provided by DesignGoat. The Client shall not, under any circumstances, share, disseminate, or otherwise disclose such information to any third party outside of their direct employees or authorized individuals within their work groups or organizations who have a legitimate need to access such information for the sole purpose of the contracted project. Any unauthorized disclosure shall be deemed a material breach of these Terms.
2.4. Adherence to Project Timelines: The Client irrevocably acknowledges and agrees that the project timelines explicitly defined and agreed upon within the signed proposal are binding and shall not be unilaterally altered or shortened for any reason whatsoever. The Client explicitly relinquishes any right to demand or request an expedited project completion schedule that deviates from the mutually agreed-upon timeline. DesignGoat shall diligently adhere to the agreed-upon timelines, and any unforeseen delays attributable solely to DesignGoat shall be communicated to the Client in a timely manner.
2.5. Acknowledgement and Acceptance: By engaging with DesignGoat’s website and services, the Client explicitly and unequivocally acknowledges that they have thoroughly reviewed, fully understood, and unconditionally agree to be bound by all the terms, conditions, and stipulations set forth herein. This acknowledgement and agreement are a material condition precedent to the commencement and continuation of any services provided by DesignGoat.
3. Intellectual Property Rights:
Unless explicitly stated otherwise in the signed proposal, all intellectual property rights, including but not limited to copyrights, trademarks, design rights, and any other proprietary rights in and to the concepts, drafts, designs, and final deliverables created by DesignGoat shall remain the sole and exclusive property of DesignGoat until the Client has rendered the full and final payment as stipulated in the proposal. Any use of the deliverables by the Client prior to the receipt of full payment shall constitute a material breach of these Terms and an infringement of DesignGoat’s intellectual property rights, thereby rendering the Client fully liable for any and all legal remedies available to DesignGoat under applicable law for such infringement. The Client acknowledges and irrevocably agrees that DesignGoat shall possess the perpetual and unrestricted right to utilize any and all work product generated in the course of providing services to the Client, including final deliverables, for the exclusive purpose of showcasing said work as demonstrative samples for prospective clientele.
4. Project Timeline Extension Due to Client Responsiveness:
The Client unequivocally acknowledges and agrees that the timely progression and ultimate completion of the project are inherently dependent upon the Client’s prompt and substantive engagement and responsiveness to communications initiated by DesignGoat. Consequently, in the event that DesignGoat diligently and demonstrably attempts to solicit feedback, approvals, or necessary information from the Client pertaining to the project’s advancement, and the Client fails to provide a substantive response within a reasonable timeframe, the project timeline, as originally stipulated in the signed proposal, shall be subject to extension. For each business day of documented delay in the Client’s provision of the requisite response, the projected completion date shall be automatically extended by an equivalent duration. This provision shall become operative commencing from the date of DesignGoat’s initial outreach to the Client requiring a response. The Client acknowledges and agrees that this day-for-day extension is a fair and reasonable measure to account for delays directly attributable to the Client’s lack of timely participation and to ensure the orderly and effective execution of the project. DesignGoat shall maintain diligent records of all communications and response times to accurately implement this clause.
5. Limitation of Liability:
To the maximum extent permitted by applicable law, DesignGoat shall not be liable for any indirect, incidental, consequential, special, or punitive damages (including, without limitation, damages for loss of profits,2 data, use, goodwill, or other intangible losses) arising out of or3 relating to the services provided or the use of our website, regardless of the legal theory upon which such damages are based, even if DesignGoat has been advised of the possibility of such damages. DesignGoat’s total cumulative liability to the Client for any and all claims arising out of or relating to these Terms or the services provided shall not exceed the total amount of fees paid by the Client to DesignGoat under the applicable signed proposal.
6. Indemnification:
The Client agrees to indemnify, defend, and hold harmless DesignGoat, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses,4 or fees (including reasonable attorneys’ fees) arising5 out of or relating to (a) the Client’s breach of these Terms or the signed proposal, (b) the Client’s misuse of the deliverables provided by DesignGoat, or (c) any claim that the materials or information provided by the Client infringe upon the intellectual property rights or other rights of any third party.
7. Governing Law and Dispute Resolution:
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation6 (including non-contractual disputes or claims) shall be governed by and construed in accordance7 with the laws of the State of Massachusetts, without regard to its conflict of law provisions.8 Any dispute arising out of or relating to these Terms or the services provided shall be subject to the exclusive jurisdiction of the state and federal courts located in Massachusetts, USA, and the Client hereby irrevocably consents to the jurisdiction of such courts.
8. Entire Agreement:
These Terms, together with any signed proposals, constitute the entire agreement between the Client and DesignGoat with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.9
9. Amendments:
DesignGoat reserves the absolute right to modify or amend these Terms at any time without prior notice. Any such modifications or amendments shall be effective10 immediately upon posting on the11 DesignGoat website (www.designgoat.me). The Client’s continued use of the website or engagement of our services following the posting of any revised Terms shall constitute the Client’s unequivocal acceptance of such revised Terms. It is the Client’s sole responsibility to periodically review these Terms for any updates or changes.
10. Severability:
If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision12 shall be severed from the remaining provisions, and the remainder of these Terms shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been included. To the extent legally permissible, the invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that most closely13 reflects the original intention of the parties.
11. Waiver:
No waiver by DesignGoat of any breach or default under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.14 Any waiver must be in writing and signed15 by a duly authorized representative of DesignGoat to be effective.
12. Contact Information:
For any inquiries regarding these Terms, please contact:
DesignGoat
info@designgoat.me
By proceeding with an inquiry or engaging our services, you explicitly acknowledge that you have carefully read, fully understood, and unequivocally agree to be legally bound by all the foregoing Terms and Conditions.
