Terms of Service

Last Updated: 10/01/2025

Welcome to Davinci Creative Studios (“Company,” “we,” “our,” or “us”). By purchasing any of our design or branding services, you (“Client”) agree to the following Terms of Service (“Agreement”).

These Terms of Service ("Terms") govern your access to and use of the Site and our services. By purchasing or using our services, you agree to these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an entity, you represent you have authority to bind that entity.

1) What We Do

Davinci Growth provides professional growth marketing and creative services for e‑commerce brands, including without limitation strategy, creative development and testing, media buying and optimization, analytics/attribution support, and advisory/implementation (collectively, the "Services"). Specific features, deliverables, timelines, and pricing for any Service will be stated in your order, invoice, proposal, or statement of work (each, an "Order").

Product‑agnostic notice. We offer introductory creative testing offers and ongoing creative and growth packages under various names from time to time. Names, tiers, and prices may change. This ToS is intentionally written to not require updating when we change offer names or pricing; any package specifics will live in the Order only.

Some Services are fulfilled or delivered via third‑party platforms (e.g., Meta, TikTok, Google, Shopify, Stripe, Whop, file delivery links). Your use of those platforms is subject to their terms.

2) Orders, Scope, and Changes

2.1 Scope. Your Order defines the scope, deliverables, timeline, assumptions, and fees. Any changes will be documented in a written Change Order that may adjust scope, schedule, and/or fees.

2.2 Assumptions. Estimates assume timely feedback/approvals, assets, platform access, inventory readiness, and reasonable testing budgets. Delays may impact schedule and fees.

2.3 Validity. Unless stated otherwise in the Order, quotes and timelines are good‑faith estimates only.

2.4 Order of Precedence. If there is a conflict between these Terms and an Order, the Order controls for that engagement.

3) Payments and Billing

3.1 Invoicing & Deposits. Payment timing (including any deposit/retainer) and amounts are specified in the Order. Work may begin only after required payments and access are received.

3.2 Stored Payment Credentials. Where permitted, we may tokenize (securely store) your payment method with our processor to collect amounts due under your Order, including recurring retainers or agreed upgrades you authorize in writing (email suffices).

3.3 Refunds. Except where prohibited by law or expressly stated in the Order, fees are non‑refundable once work has commenced or digital access has been granted.

3.4 Late Payments. We may suspend Services for non‑payment and assess late charges consistent with applicable law and/or the Order. You are responsible for reasonable collection costs and attorneys’ fees.

3.5 Ad Spend. Media/ad spend is separate from our fees and is billed directly to your payment method or pre‑funded ad account unless your Order states otherwise.

3.6 Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes (other than taxes on our net income).

3.7 Chargebacks. You agree not to initiate chargebacks on validly rendered Services. Disputes must follow Section 14.

4) Revisions, Approvals, and Acceptance

4.1 Revisions. Included revision rounds (if any) and the nature of permitted changes will be stated in the Order. Additional revisions or material pivots may require a Change Order.

4.2 Approvals. Written approval (including email or project platform messages) on concepts, mockups, proofs, staging links, or media plans constitutes acceptance of that stage and authorization to proceed/publish as applicable.

4.3 Final Delivery & Acceptance. Deliverables are deemed accepted upon your written acceptance or as specified in the Order.

5) Scheduling and Timelines

5.1 Turnaround. Timelines are good‑faith estimates and may shift due to client delays, scope changes, platform policy/enforcement, third‑party outages, or force majeure.

5.2 Rush Work. Rush requests are subject to availability and may require an additional fee as stated in the Order.

6) Client Responsibilities

You agree to:

• Provide accurate information, product inventory status, brand guidelines, permissions, assets, and timely feedback.

• Maintain platform accounts and pay third‑party subscription/app/transaction fees unless the Order states otherwise.

• Ensure you have rights to all materials you supply and that your use of the deliverables and advertising claims complies with applicable laws and platform policies (e.g., FTC, endorsements/disclosures, consumer protection, privacy/consent).

• Maintain your own backups and security for production systems and storefronts.

7) Intellectual Property (IP)

7.1 Ownership of Final Deliverables. Upon full payment of all amounts due under the applicable Order, and subject to Sections 7.2–7.4, you own the final, specifically identified deliverables created for you (e.g., approved ad assets, final exports, campaign structures as documented) as described in the Order.

7.2 Excluded Materials. You do not own: (a) our pre‑existing IP, know‑how, and methodologies; (b) tools, code snippets, frameworks, templates, libraries, and generic components used to produce deliverables; or (c) third‑party assets (e.g., fonts, stock, platform libraries), which remain governed by their own licenses. We grant you a perpetual, worldwide, non‑exclusive license to our pre‑existing IP as embedded in the final deliverables solely as part of those deliverables.

7.3 Working Files. Source, layered, or working files (e.g., project files, raw footage, edit timelines, spreadsheets) are not included unless explicitly stated in the Order.

7.4 Portfolio Use. We may display non‑confidential work product and your marks in our portfolio, on the Site, and in case studies. You may opt‑out by emailing legal@davincigrowth.com before project completion.

7.5 AI‑Assisted Production. We may use AI tools to assist ideation or production. We do not knowingly include infringing material. You are responsible for final legal clearance and regulatory compliance of content in your markets.

8) Third‑Party Platforms & Services

Your campaigns and deliverables may rely on third‑party platforms (e.g., Meta, TikTok, Google, Shopify, Stripe, attribution/analytics tools). Their availability, policies, and results are outside our control. Your use of those platforms is governed by their terms. We are not liable for platform outages, bans, account restrictions, or policy changes.

9) Accounts, Access & Integrations

You must grant collaborator/admin access as reasonably required (e.g., Business Manager, pixels, product feeds, GTM, CMS, storefronts). Where included, we implement standard integrations (e.g., analytics/tags/pixels). Accuracy depends on third‑party policies and your settings. After launch, ongoing maintenance, CRO, or support requires a separate Order unless expressly included.

10) Confidentiality

Each party may access the other’s non‑public information. Both agree to use such information only to perform under these Terms and to protect it using reasonable measures. This does not apply to information that is public, rightfully received from a third party, independently developed, or required to be disclosed by law (with notice where lawful).

11) Warranties & Disclaimers

11.1 Client Warranties. You warrant that you own or have necessary rights to materials you supply and that your use of deliverables and advertising claims will comply with applicable laws and platform policies.

11.2 Our Warranties. We will perform the Services in a professional manner consistent with industry standards.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR YOUR ORDER, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT SPECIFIC RESULTS (e.g., ROAS, CAC, conversion rates, revenue).

12) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, LOST SALES, LOST DATA; OR BUSINESS INTERRUPTION. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR INFRINGEMENT OR MISUSE OF OUR IP; OR (C) YOUR INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SPECIFIC SERVICE OR DELIVERABLE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT.

13) Indemnification

You agree to defend, indemnify, and hold harmless Davinci Growth and its owners, employees, and contractors from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) your breach of these Terms; (b) materials you supply; (c) your products, offers, or services; (d) your advertising claims; or (e) your misuse of deliverables or platforms.

14) Dispute Resolution; Governing Law

14.1 Informal Resolution. The parties will attempt in good faith to resolve disputes within 30 days of written notice.

14.2 Arbitration. Except for small‑claims matters, IP/injunctive relief, or where prohibited by law, disputes shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules. Seat: Nashville, Tennessee; language: English; one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@davincigrowth.com.

14.3 Governing Law. These Terms are governed by the laws of the State of Tennessee, without regard to conflict‑of‑laws principles. For matters not subject to arbitration, the state and federal courts in Davidson County, Tennessee have exclusive jurisdiction and venue.

14.4 Class Action Waiver. Disputes must be brought on an individual basis.

15) Updates to These Terms

We may update these Terms from time to time. The “Effective Date” reflects the latest version. Material changes apply prospectively. Continued use after changes means you accept the updated Terms.

16) Miscellaneous

• Independent Contractors. The parties are independent contractors.

• Assignment. You may not assign without our consent; we may assign to an affiliate or in connection with a merger, reorg, or sale.

• Severability. If a provision is unenforceable, the remainder stays in effect.

• Waiver. Failure to enforce a provision is not a waiver.

• Entire Agreement. These Terms (plus your Order and our Privacy Policy) are the entire agreement and supersede prior discussions.

• Notices. Formal notices must be sent to the addresses/emails in your Order (with a copy to legal@davincigrowth.com). Routine communications may be sent by email or via a client portal.

• Electronic Signatures. You consent to transact and sign electronically.

• Export/Sanctions. You will not use the Services in violation of U.S. export control or sanctions laws.

17) Contact

Questions? Email support@davincigrowth.com or legal@davincigrowth.com.