PART I: TERMS OF SERVICE & DESIGN AGREEMENT

Welcome to COOLEST.MX (the "Site"), individually operated under the laws of Mexico. These Terms of Service ("Terms") govern your access to and use of our website, platform, and commercial graphic design, UI/UX design, branding, and digital design services (collectively, the "Services").

BY ACCESSING THE SITE, EXECUTING A STATEMENT OF WORK (SOW), SUBMITTING A DESIGN BRIEF, OR PURCHASING A DESIGN SUBSCRIPTION OR PROJECT, YOU ("CLIENT," "YOU," OR "YOUR") AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. Scope of Services & Ordering Mechanics
1.1. Service Delivery Models: Company provides design services through customized Statements of Work ("SOW"), fixed-scope project agreements, or recurring monthly design subscription packages as detailed on our Site.
1.2. Project Requests & Briefs: Client shall provide clear, complete instructions, brand guidelines, copy, vector assets, and references ("Client Materials") necessary for Company to execute requested design tasks.
1.3. Turnaround Times: Estimated delivery timelines communicated on the Site or in SOWs are target estimates and do not constitute strict deadlines unless explicitly designated in writing as "Time of the Essence."

Legal Policy Template — US-Mexico Design Services

2. Intellectual Property Rights & Ownership
2.1. Work Made for Hire & Assignment: Upon full and final payment of all applicable fees due to Company, Company hereby assigns and transfers to Client all right, title, and interest, including copyrights and trademark rights, in and to the final bespoke visual deliverables produced specifically for Client ("Final Deliverables").
2.2. Pre-Existing Materials & Background IP: Company retains all right, title, and interest in and to any pre-existing code, design systems, templates, general methodologies, software scripts, fonts, stock photography, or preliminary unselected concepts created or licensed prior to or independently of the Services ("Background IP"). Company grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use any Background IP incorporated into Final Deliverables solely as integrated.
2.3. Portfolio Showcase Rights: Unless explicitly restricted by a signed non-disclosure agreement (NDA) or custom written addendum, Client grants Company a limited, worldwide, royalty-free license to display Client's name, logo, and Final Deliverables in Company's portfolio, website, marketing materials, and case studies for promotional purposes.
3. Client Materials & Warranties
3.1. Client Warranty: Client represents and warrants that all Client Materials (including text, logos, trademarks, fonts, images, and audio/video files) provided to Company: (a) are owned by Client or properly licensed; (b) do not infringe upon any third-party intellectual property or privacy rights; and (c) comply with all applicable local and U.S. federal laws. 3.2. Font & Stock Licensing: If Client requests specific third-party fonts or stock assets requiring commercial end-user licenses, Client shall be solely responsible for purchasing and maintaining appropriate commercial licenses, unless explicitly included in the SOW pricing.
4. Fees, Currency, Invoicing & Cross-Border Payments
4.1. Currency & Base Fees: All prices and fees displayed on the Site or quoted in SOWs are in United States Dollars (USD).
4.2. Payment Schedules: Project-based work requires a non-refundable deposit (typically 50%) prior to commencement, with the balance due upon final delivery prior to raw file transfer. Subscriptions are billed automatically on a recurring monthly or annual basis.
4.3. Cross-Border Transaction Fees & Taxes: Prices are exclusive of all foreign, federal, state, local, or municipal taxes, duties, or foreign exchange currency processing fees. Client agrees to pay all applicable taxes associated with its purchase. Client shall not withhold any tax from payments due to Company unless required by law, in which case Client shall gross up the payment so Company receives the full contracted amount. 4.4. U.S. Tax Compliance (W-8BEN / W-8BEN-E): Company is a non-U.S. legal entity operating outside the United States. Upon Client request, Company will provide a executed U.S. IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting) confirming foreign status, exempting Client from U.S. 30% withholding requirements for services performed entirely outside the United States.
5. Client Approvals, Revisions & Feedback Cycles
5.1. Revision Limits: Projects include the specific number of revision rounds outlined in the subscription plan or SOW. Additional structural revisions outside the initial brief will be quoted separately at Company's standard hourly rate of [$100 USD/hr] .
5.2. Approval Timelines & Inactivity: Client agrees to review and provide actionable feedback on deliverables within five (5) business days of receipt. If Client fails to respond within ten (10) consecutive business days without prior written notice, the deliverable will be deemed accepted, and the project milestone marked complete.

Legal Policy Template — US-Mexico Design Services

6. Independent Contractor Relationship
Company operates as an independent contractor located in Mexico. Nothing in these Terms shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between Company and Client. Company maintains full authority over its personnel, working hours, locations, and methods of execution. 7. Disclaimer of Warranties
THE SERVICES AND FINAL DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. COMPANY DOES NOT WARRANT THAT DELIVERABLES WILL GUARANTEE SPECIFIC COMMERCIAL RESULTS, SALES CONVERSIONS, OR BRAND SUCCESS.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES. COMPANY'S AGGREGATE TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM. 9. Indemnification
Client agrees to defend, indemnify, and hold harmless Company and its directors, officers, employees, and sub- contractors from and against any third-party claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or related to: (a) Client Materials provided by Client; (b) Client's breach of these Terms; or (c) Client's commercial use or publication of the Final Deliverables.
10. Governing Law, Choice of Forum & Dispute Resolution
10.1. Governing Law: These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of CALIFORNIA, USA, without regard to its conflict of law principles.
10.2. Binding International Arbitration: Any legal controversy or claim arising out of or relating to these Terms shall be settled by final and binding arbitration administered by the International Centre for Dispute Resolution (ICDR / AAA) in accordance with its International Arbitration Rules.
10.3. Waiver of Jury Trial & Class Actions: CLIENT AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
11. Compliance with Sanctions & Export Controls
Client represents and warrants that neither Client nor its beneficial owners are listed on any U.S. government list of prohibited or restricted parties, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list. Company reserves the right to terminate services immediately if Client becomes subject to U.S. or international sanctions.