Stravin Digital LLC
These Terms of Service ("Agreement") constitute a legally binding contract between Stravin Digital LLC ("Company," "we," "us," or "our") and you, the client ("Client," "you," or "your"), governing the provision of digital services.
By signing a proposal, statement of work, or project agreement, making any payment toward services, or otherwise engaging Stravin Digital LLC for any work, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.
If you do not agree to these terms, you must not engage or continue to engage our services.
Stravin Digital LLC provides digital services including, but not limited to:
The specific scope of services for each engagement will be detailed in a separate written proposal or statement of work ("SOW"), which is incorporated into and governed by this Agreement.
All projects begin with a written proposal or SOW outlining the scope, deliverables, timeline, and pricing. Proposals are valid for 30 days from the date of issuance unless otherwise stated.
A project is considered officially initiated upon the earliest of: (a) receipt of a signed proposal or SOW, (b) receipt of a deposit or any partial payment, or (c) written confirmation (including email) from either party that work has commenced.
Any changes to the agreed scope of work must be documented in a written change order and may result in additional fees and timeline adjustments. Verbal agreements regarding scope changes are not binding.
Unless otherwise agreed in writing, a non-refundable deposit of 50% of the total project value is due prior to the commencement of any work. This deposit secures your project slot and covers initial planning and development work.
The remaining balance is due upon project completion and prior to the final delivery, site launch, or transfer of any files, credentials, or intellectual property to the Client.
Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by Utah law, whichever is less. Stravin Digital LLC reserves the right to suspend all work until outstanding balances are settled.
Any services billed on a monthly recurring basis — including, but not limited to, website maintenance, hosting, SEO retainers, support plans, and any other ongoing service arrangements — are billed in advance at the start of each billing cycle. By enrolling in or continuing any monthly service, the Client authorizes Stravin Digital LLC to charge the applicable fee at the beginning of each billing period. Monthly subscription fees are non-refundable; no refunds or credits will be issued for partial months of service, unused periods, or early cancellation. Cancellation of a monthly service takes effect at the end of the current paid billing period, and the Client retains access to that service through the end of that period.
Accepted payment methods will be communicated on each invoice. All prices are in U.S. Dollars (USD).
Stravin Digital LLC's refund policy is based on project value and the stage of work completed at the time a refund is requested. All refund requests must be submitted in writing to legal@stravindigital.com.
The following are non-refundable under all circumstances:
Any dispute regarding the percentage of completion or refund amount is subject to the Governing Law and Disputes provisions in Section 13 of this Agreement.
The Client agrees to:
Upon receipt of full and final payment, Stravin Digital LLC assigns to the Client all rights, title, and interest in the custom deliverables created specifically for the Client under this Agreement, including website design and custom code developed exclusively for the project.
Stravin Digital LLC retains ownership of and all rights to: (a) all proprietary tools, frameworks, libraries, templates, and methodologies used in the delivery of services; (b) any work product for which full payment has not been received; and (c) general knowledge, skills, and experience gained during the project.
Third-party assets (fonts, stock photos, plugins, software, etc.) remain subject to their respective license agreements. The Client is responsible for acquiring and maintaining any licenses required for ongoing use.
Stravin Digital LLC reserves the right to display completed work in its portfolio, case studies, and marketing materials unless the Client requests otherwise in writing prior to project completion.
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement, including business strategies, trade secrets, customer data, and pricing information. This obligation survives the termination of this Agreement.
Stravin Digital LLC will not sell, share, or disclose Client information to third parties except as required to perform the contracted services (e.g., sharing credentials with a hosting provider) or as required by law.
Estimated timelines are provided in good faith and are not guarantees. Delays caused by the Client (including late content delivery, slow feedback cycles, or scope changes) will extend the project timeline accordingly, and Stravin Digital LLC shall not be held liable for such delays.
Stravin Digital LLC will notify the Client promptly of any delays caused on our end and will make reasonable efforts to minimize their impact.
If a project is put on hold at the Client's request for more than 30 consecutive days, Stravin Digital LLC reserves the right to reschedule the project, require a project restart fee, or terminate the Agreement per Section 12.
To the fullest extent permitted by applicable Utah law, Stravin Digital LLC's total cumulative liability to the Client for any claim arising out of or related to this Agreement shall not exceed the total amount paid by the Client to Stravin Digital LLC in the three (3) months preceding the event giving rise to the claim.
In no event shall Stravin Digital LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.
Stravin Digital LLC warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.
No other warranties, express or implied, are made. We do not warrant that deliverables will be error-free, uninterrupted, or fit for any particular purpose beyond what is expressly described in the applicable SOW. We make no guarantees regarding search engine rankings, website traffic, conversion rates, or business outcomes.
Third-party platforms, plugins, and services are subject to their own terms and may change without notice. Stravin Digital LLC is not responsible for disruptions caused by third-party systems.
Either party — Stravin Digital LLC or the Client — may terminate this Agreement by providing 30 days' written notice to the other party. Written notice via email is acceptable and shall be considered valid notice for purposes of this section. The 30-day period begins on the date the notice is sent and confirmed received. During the notice period, both parties are expected to continue fulfilling their respective obligations under this Agreement.
The Client may initiate termination at any time by submitting written notice to legal@stravindigital.com. Upon termination, the Client is responsible for payment of all work completed through the end of the notice period. Refunds, if applicable, will be governed by the Refund Policy in Section 5.
Stravin Digital LLC reserves the right to terminate this Agreement immediately and without the standard 30-day notice period, in cases where the Client: (a) fails to make payment within 30 days of a due date; (b) engages in abusive, threatening, or harassing conduct toward our team; (c) requests work that is illegal, unethical, or violates third-party rights; or (d) materially breaches any provision of this Agreement. In all other circumstances, Stravin Digital LLC will provide the standard 30-day written notice.
Upon termination of this Agreement, the Client's website may be transferred to a publicly hosted server of the Client's choosing. All website transfers are subject to a non-refundable termination and transfer fee of $100.00, payable prior to any transfer of files, credentials, or site data being initiated.
WordPress-based websites only: Only websites built on the WordPress platform are eligible for a full site export upon termination. Stravin Digital LLC will provide a standard WordPress export file containing the site's content, pages, posts, media, and settings. Custom-built websites, proprietary platforms, or sites built on other frameworks are not eligible for export and will not be transferred in source format.
Stravin Digital LLC makes no guarantees regarding the compatibility of exported files with third-party hosting environments. Configuration, setup, and technical support on the receiving server are the sole responsibility of the Client following transfer.
As an alternative to transferring the website, the Client may elect to retain their website on Stravin Digital LLC's private hosting infrastructure following termination of active project services. This option is subject to a monthly hosting fee of $35.00, billed in advance. This arrangement is month-to-month and may be cancelled by either party with 30 days' written notice. Stravin Digital LLC reserves the right to adjust the monthly hosting rate with 30 days' advance written notice to the Client. Failure to pay the monthly hosting fee within 15 days of the due date may result in the website being taken offline.
Upon termination, all active project services and associated licenses are concluded. Stravin Digital LLC has no obligation to maintain, update, or support the website following termination unless the Client has elected the retained hosting option above. Sections covering Intellectual Property, Confidentiality, Limitation of Liability, Arbitration, and Governing Law survive termination.
Stravin Digital LLC understands that business circumstances can change; however, failure to maintain communication creates operational and financial burdens that cannot be absorbed indefinitely. This section governs situations in which a Client becomes unresponsive despite reasonable and documented outreach efforts.
A Client is considered non-responsive when Stravin Digital LLC has made three (3) or more documented attempts to contact the Client across a minimum of two different contact methods (e.g., email and phone), over a period of at least 14 days, without receiving any substantive reply. All outreach attempts will be logged with timestamps for documentation purposes.
Upon the date of the first documented outreach attempt that goes unanswered, a 30-day notice period begins. Stravin Digital LLC will make continued attempts to reach the Client during this period. If the Client has not reestablished communication within 30 calendar days of that initial notice, Stravin Digital LLC reserves the right to place the Client's website into offline status, meaning the website will be suspended and will no longer be publicly accessible. The Client will be notified of this action via all available contact information on file.
If the Client remains unresponsive and no payment arrangement, termination request, or other resolution is established within 180 calendar days of the initial outreach notice, Stravin Digital LLC reserves the right to permanently delete the Client's website and all associated data, including but not limited to: website files, databases, media assets, user accounts, form submissions, plugin configurations, and any stored content. This action is irreversible.
If a Client reestablishes contact after the website has been placed into offline status but prior to the 180-day deletion threshold, Stravin Digital LLC will make reasonable efforts to restore the website, subject to payment of any outstanding balances, applicable reactivation fees, and availability of hosting resources. Restoration is not guaranteed after extended periods of offline status.
Stravin Digital LLC shall not be held liable for any failure or delay in the performance of its obligations under this Agreement where such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to:
In the event of a Force Majeure occurrence, Stravin Digital LLC will provide written notice to the Client as soon as reasonably practicable. Project timelines will be extended by the duration of the delay attributable to the Force Majeure event, and neither party shall be in breach of this Agreement as a result of such delay.
If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the Agreement by written notice, in which case the Client shall owe payment only for work completed up to the date of termination, and the refund provisions of Section 5 shall apply to any remaining unearned amounts.
The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof — including the determination of the scope or applicability of this arbitration clause — shall be resolved exclusively by binding arbitration, rather than in court, except as provided below.
All arbitration proceedings shall be administered by the American Arbitration Association (AAA) in accordance with its then-current Commercial Arbitration Rules, which are incorporated herein by reference. Information about the AAA and its rules is available at www.adr.org.
Each party bringing a claim in arbitration shall be solely responsible for all costs and fees required to initiate that claim, including applicable AAA filing fees, administrative fees, and arbitrator compensation attributable to that party's claim. Neither party shall be entitled to have the other party advance or bear the initiating costs of their claim. The arbitrator may award costs and fees to the prevailing party to the extent permitted by applicable law.
Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Utah to prevent irreparable harm pending the outcome of arbitration, without waiving the right to arbitrate the underlying dispute.
All claims must be brought in the parties' individual capacities. Neither party may bring or participate in any class, collective, or representative arbitration proceeding. The arbitrator shall have no authority to consolidate claims or preside over any form of a representative or class proceeding.
This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.
Prior to initiating arbitration under Section 14, the parties agree to first attempt resolution through good-faith negotiation. Written notice of the dispute must be provided to the other party, and the parties shall have 30 days from that notice to attempt informal resolution before proceeding to arbitration.
To the extent any matter is not subject to arbitration under Section 14, the parties consent to the exclusive jurisdiction and venue of the state or federal courts located in the State of Utah.
The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorney's fees and costs to the extent permitted by Utah law.
Stravin Digital LLC reserves the right to update or modify these Terms of Service at any time. Changes will be effective upon posting of the revised Agreement. For active projects, material changes will be communicated via email with at least 14 days' notice.
Continued engagement with our services after the effective date of any modification constitutes your acceptance of the revised terms.
For questions, concerns, or legal notices related to these Terms of Service, please contact us at:
Stravin Digital LLC
Email: legal@stravindigital.com
All legal notices must be submitted in writing via email to the address above. Notices are considered received on the next business day following confirmed delivery.