These Terms of Service (the “Terms”) constitute an agreement between you or the business you represent (“Client,” “you,” or “your”) and Level Up Designs, operated by Dark Matter Collective Inc. (“Level Up Designs,” “Company,” “we,” “us,” or “our”).

These Terms govern your use of our website, creative services, subscription services, project-based services, and related offerings (collectively, the “Services”). By accessing our website, purchasing Services, approving a proposal, submitting payment, or otherwise using the Services, you agree to these Terms.

1. Acceptance and Authority

By using or purchasing the Services, you confirm that you have read and agree to these Terms. You must be at least 18 years old to purchase Services. If you are entering into these Terms on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms. If mandatory consumer protection legislation applies to you, nothing in these Terms limits or waives rights that cannot legally be limited or waived.

2. Services, Proposals and Scope

Level Up Designs provides creative and digital services that may include branding, graphic design, marketing creatives, UI/UX design, website design and development, product design, motion design, content creation, strategy, and related services. Specific deliverables, timelines, pricing, revision allowances, milestones, and other project requirements may be described in a proposal, statement of work, order form, invoice, subscription plan, or other written agreement. If there is a conflict between these Terms and a project-specific written agreement, the project-specific agreement will govern for that project. Any work requested outside the agreed scope may require additional fees, additional time, or a separate proposal.

3. Subscription Services

Certain Level Up Designs services are offered on a recurring subscription basis. Subscription fees are billed in advance for each billing period and automatically renew at the then-current agreed rate unless paused or cancelled before the next renewal date. Cancellation prevents future renewal charges and generally takes effect at the end of the current paid billing period. Where pausing is available, work is suspended while an account is paused. Fees already paid are non-refundable and are not prorated for unused time, except where required by law or expressly agreed in writing.

4. Fees and Payment

Prices are stated in Canadian dollars unless otherwise specified. Applicable taxes are additional unless expressly stated otherwise. Subscription Services are billed according to the applicable billing cycle, while project-based Services are invoiced under the applicable proposal, invoice, or statement of work. We may require a deposit or initial payment before reserving a project start date or beginning work. Invoices must be paid by their stated due date; we may pause or suspend work until any outstanding balance is paid. Third-party products and services may be billed separately when not included in the agreed scope.

5. Timelines and Delivery

Any turnaround times or delivery timelines displayed on our website are estimates unless expressly stated otherwise in a written project agreement. Timelines may vary depending on complexity, workload, feedback cycles, third-party dependencies, and timely receipt of information or approvals. Project timelines may be extended where delays result from missing content, delayed feedback, scope changes, unavailable third-party services, or circumstances outside our reasonable control.

6. Revisions and Approvals

Revision allowances are determined by the applicable service plan, proposal, or project agreement. Revisions must remain reasonably consistent with the approved direction and scope; material changes, additional concepts, deliverables, or out-of-scope requests may be treated as additional work. You are responsible for reviewing deliverables and for confirming factual accuracy, spelling, pricing, claims, legal notices, contact information, and other content before publication or production.

7. Client Responsibilities

You agree to provide information, content, assets, access credentials, approvals, and feedback reasonably required for us to perform the Services. You represent and warrant that you have all rights and permissions necessary for materials you provide. You are responsible for the accuracy and legality of claims, offers, pricing, product information, testimonials, regulatory statements, and other factual materials you instruct us to include. We are not responsible for delays resulting from missing required materials, feedback, access, or approvals.

8. Intellectual Property

You retain ownership of intellectual property you provide and grant us a limited licence to use it solely as necessary to provide the Services. Subject to full payment, Level Up Designs assigns transferable rights it holds in final approved deliverables created specifically for you. We retain ownership of pre-existing materials, systems, processes, templates, libraries, reusable components, design systems, code, know-how, and other Company Materials. Third-Party Materials remain subject to their applicable licences. Drafts, rejected concepts, exploratory work, and unused designs remain the property of Level Up Designs unless otherwise agreed in writing.

9. Artificial Intelligence and Creative Technology

Level Up Designs may use artificial intelligence, automation, generative tools, and other third-party creative technologies as part of our workflow. AI-assisted materials are reviewed, modified, curated, or incorporated into the broader creative process by our team. Certain AI-generated or third-party components may be subject to provider terms, may create similar outputs for others, and may not be eligible for every form of intellectual property protection. Ownership transfer applies only to rights we legally own and can transfer.

10. Third-Party Services and Platforms

Our work may integrate with third-party platforms, hosting providers, software, payment processors, CMSs, APIs, plugins, analytics tools, and other external services. These services are governed by their own terms, privacy policies, availability, and pricing. We are not responsible for outages, changes, discontinued functionality, pricing changes, data loss, account restrictions, or other actions caused by third-party providers. Unless otherwise agreed, you are responsible for maintaining third-party accounts, subscriptions, licences, domains, hosting, and services after handoff.

11. Confidentiality and Privacy

Each party agrees to use reasonable care to protect confidential business information and to use it only as necessary to perform or receive the Services. Confidential information does not include information that is public through no breach, independently developed, or lawfully obtained from another source. Our collection, use, and disclosure of personal information is also governed by our Privacy Policy and applicable privacy legislation.

12. Portfolio and Promotional Use

Unless otherwise agreed in writing, Level Up Designs may display final, publicly released work in our portfolio, website, social media, case studies, award submissions, presentations, and other promotional materials. We will not intentionally disclose confidential or unreleased information for promotional purposes. If a project must remain confidential, you must notify us in writing before public release.

13. Warranties and Disclaimers

We will perform the Services using commercially reasonable care and skill. Creative work is subjective, and we do not guarantee any specific commercial, revenue, conversion, marketing, search, social, advertising, or funding outcome. Except for warranties expressly provided or required by law, the website and free resources are provided on an “as is” and “as available” basis.

14. Intellectual Property Claims

We use commercially reasonable efforts to avoid knowingly incorporating unauthorized third-party intellectual property into original final deliverables. We are not responsible for claims resulting from Client Materials, Client instructions, Third-Party Materials, materials supplied or selected by you, post-delivery modifications, combinations with other materials, or uses outside the intended scope. If a solely original final deliverable becomes subject to a valid third-party claim, we may modify or replace the affected material, obtain usage rights, or refund fees paid for that deliverable.

15. Indemnification

You agree to indemnify and hold harmless Level Up Designs and Dark Matter Collective Inc., together with their directors, employees, contractors, and representatives, from third-party claims, damages, liabilities, costs, and reasonable legal expenses arising from materials, instructions, or information provided by you; infringement caused by you; unlawful use of a deliverable; or your material breach of these Terms. This does not apply to claims caused solely by our own unlawful conduct.

16. Limitation of Liability

To the fullest extent permitted by law, Level Up Designs and Dark Matter Collective Inc. will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages. Our total aggregate liability arising from a particular project, subscription, or Service will not exceed the total fees paid by you for the applicable Services during the six months immediately preceding the event giving rise to the claim. Nothing excludes liability that cannot legally be limited.

17. Suspension and Termination

We may suspend or terminate Services where invoices remain unpaid, you materially breach these Terms, you use Services unlawfully or harmfully, continuing Services could create a security, legal, reputational, or operational risk, or we are required to do so by law. Termination does not remove payment obligations for work already completed or committed. Provisions relating to payment, confidentiality, intellectual property, limitation of liability, and indemnification survive termination.

18. Website Acceptable Use

You may use our website only for lawful purposes. You may not interfere with its operation, gain unauthorized access, introduce malicious software, scrape or reproduce substantial portions without permission, impersonate another person, or use the website in a manner that violates law. Our trademarks, website design, original content, and branding remain the property of Level Up Designs, Dark Matter Collective Inc., or their licensors.

19. Changes to These Terms

We may update these Terms from time to time to reflect changes to our Services, business practices, or legal obligations. When changes are made, we will update the Last Updated date at the top of this page. Material changes apply prospectively unless law requires otherwise.

20. Force Majeure

Neither party will be responsible for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, major outages, labour disruptions, government actions, war, civil unrest, widespread service-provider failures, or comparable events. Payment obligations for Services already provided are not excused.

21. Governing Law

These Terms and any dispute arising from them are governed by the laws of the Province of Ontario and the applicable federal laws of Canada. Subject to mandatory rights available under applicable law, the parties submit to the jurisdiction of the courts of Ontario.

22. General Provisions

These Terms, together with any applicable proposal, statement of work, subscription plan, order form, or written agreement, constitute the agreement concerning the Services. If any provision is unenforceable, the remaining provisions remain in effect. Electronic communications, approvals, proposals, and agreements may be used in connection with the Services.

23. Contact Information

Questions regarding these Terms can be sent to Level Up Designs, operated by Dark Matter Collective Inc., at info@levelupdesigns.co. By purchasing, subscribing to, or using our Services, you acknowledge that you have read and agree to these Terms.