Terms of Service

1. The contracting party

The mark above identifies a New Jersey C-corporation. Lester Branding™ is an unregistered common-law trademark of that corporation, used at lesterbranding.com. This page does not describe the mark as a registered mark or as a filed trade name. In this agreement that corporation is the Studio. The person or business that submits an intake, or that pays for a project, is the Client.

The individual who submits the intake, selects the agreement, or requests a project warrants that the individual has full legal capacity and, when acting for a business, full authority to bind that business. The Client waives any defense that the submission was made by an unauthorized employee, contractor, intern, or other person. The warranty binds the individual and the business named on the intake.

Lester Branding™ is protected by common-law trademark rights under federal law and the law of New Jersey. Use of the mark as the Client’s own mark, impersonation of the Studio, or a trademark application for the mark filed in bad faith, constitutes a material breach. The Studio may seek injunctive relief and every other remedy available at law or in equity.

These Terms of Service are the service agreement. Together with the privacy notice and litigation annex at lesterbranding.com/privacy, and the Intake Form at lesterbranding.com/apply, including the submission record, they are one indivisible agreement. Agency means the Studio, the New Jersey C-corporation identified by the mark above. Client means the person or business that submits an Intake Form or pays for a project. Intake Form means the form at lesterbranding.com/apply, also called the intake. Interactive Demo means the 24-hour interactive demo in section 4, also called the demo. Deliverables means the front-end code, the design assets for that project, and the placement of components the Client already uses, assigned after the balance is paid under section 5. These definitions are the same in the Terms, the privacy annex, and the Intake Form. Where this agreement states a sum as liquidated damages, the parties acknowledge that actual damages resulting from that breach are difficult or impossible to ascertain, and that the sum represents a reasonable pre-estimate of operational and administrative harm and of legal recovery costs, and is expressly agreed as liquidated damages and not as a penalty. The submission record is the network address, the UTC time, the user-agent, and the terms-version hash captured when the Intake Form is submitted. Support mail goes to [email protected]. Written notices to the Studio may be mailed to 525 Route 73 North, Suite 104, Marlton, New Jersey 08053. This page does not publish a telephone number.

2. One-time buyout

The Facelift is $299. The Boutique Suite is $599. Legacy Refixturing & Repair is $399. Each package is a one-time purchase. The Studio does not charge a monthly subscription or a recurring maintenance fee for these packages, and does not require the Client to host the delivered pages with the Studio. Invoices are in U.S. dollars.

Add-ons apply only when the Client selects them. Domain and DNS connection is $29. Visual curation is $99. Map and local SEO is $79. A 24-hour rush is $199. If the Studio registers a domain for the Client, the registrar’s price is charged separately when the preview is delivered. That registration price is not included in the $29.

The Facelift is one standard single-page storefront. The Boutique Suite is one standard multi-section storefront, on which the Studio may place a booking, payment, or scheduling link the Client already uses. Legacy Refixturing & Repair is a layout rebuild and repair of a site the Client already has. Each package is limited to that description.

3. Intake and feasibility

The Client requests a project by submitting the intake at lesterbranding.com/apply. Submission does not obligate the Studio to build the site, and no sum is charged at submission. It requests that the Studio complete an internal feasibility review within 24 hours.

The Studio may accept or decline any request for reasons of capacity or scope. A decline creates no fee and no obligation to perform design services.

This agreement is a contract for services. It is governed by the common law of the State of New Jersey. Article 2 of the Uniform Commercial Code applies to a delivered copy only if a court of competent jurisdiction holds that the delivery is a transaction in goods. N.J.S.A. 12A:2-718, concerning liquidated damages in a transaction in goods, does not fix a sum for a false public statement. The Client’s submission of the Intake Form with the agreement checkbox selected, and the Studio’s undertaking to conduct the feasibility review, constitute the consideration for formation. The review bears no charge, and no sum is due at submission. If the Studio accepts a project, the Client’s payment and the Studio’s performance are the consideration for the services. The Studio’s right to decline a request is not a failure of mutuality of obligation. The Studio’s acceptance of a project is a condition precedent to its obligation to perform design services. Selection of the checkbox and activation of Submit Request are the parties’ manifestation of assent.

The Intake Form displays, immediately above the control labeled Submit Request, a conspicuous notice that activating that control is express agreement to these Terms and the privacy notice, and an acknowledgement of the non-refundable $99 demo deposit in section 4. That control charges no sum. The agreement to these Terms is formed when the Client selects the agreement checkbox and activates Submit Request. That act is an executed agreement under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, and the New Jersey Uniform Electronic Transactions Act, N.J.S.A. 12A:12-1 et seq. Use of an Interactive Demo hosted by the Studio is assent to these Terms. Neither act obligates the Studio to perform design services. That obligation arises only upon the condition precedent stated above.

Upon submission of the Intake Form, the Studio records the network address, the time in UTC, the user-agent, and a hash of the terms version then in effect. That is the submission record. It is kept with the application. The terms-version hash and the UTC time identify, as between the parties, the version accepted for that submission. They are not conclusive against a court. The Studio does not log a view of a demo. The parties stipulate that, as between them, the submission record is a record of a regularly conducted activity and is admissible evidence of consent and of execution. The Client will not object, as between the parties, to the authenticity of that record on the ground that it is electronic. A court applies the Federal Rules of Evidence, including Rules 803(6) and 902, or the applicable state rules. This stipulation does not supply the certification Rule 902(11) or Rule 902(13) requires, and it does not bind the court. The privacy notice for that record is at lesterbranding.com/privacy.

4. The $99 deposit and the demo

If the Studio accepts the project and the Client chooses the demo, the Client pays a $99 commitment deposit. Upon that payment, the Studio shall provide a 24-hour interactive demo. The $99 is part of the package price. It is not an additional charge.

If the Client continues, the $99 is credited in full against the package. Before launch the Client then pays $200 on The Facelift, $500 on The Boutique Suite, or $300 on Legacy Refixturing & Repair, plus any selected add-ons.

If the Client discontinues the project after viewing the demo, the Studio retains the $99 as earned consideration for design time and the rendered demonstration. The Studio has no obligation to refund it.

The feasibility review requested on the Intake Form is free, and the $99 is not charged at submission. After the Studio accepts the project and renders the demo, the $99 is earned and is not refunded if the Client then discontinues the project. A package payment is final when the corresponding deliverable has been rendered. Dissatisfaction after that rendering is not a ground to refund a sum already earned. This paragraph does not cancel a refund of unearned sums that this agreement expressly requires.

The Client may instead pay the package and the selected add-ons in full after acceptance. A project paid in full is scheduled before work on the demo path.

Each payment to the Studio, including the $99 demo deposit and a package balance, is earned when the corresponding service or deliverable is rendered. Except as this agreement expressly states, including a refund of unearned sums when the Studio ends a project for abusive, defamatory, or fraudulent conduct, a payment is non-refundable.

A DEMO OR A DELIVERABLE, ONCE THE STUDIO HAS BEGUN RENDERING IT, IS CUSTOM DIGITAL WORK, INCLUDING WORK PREPARED WITH THE LAYOUT TOOLS DESCRIBED IN SECTION 8. IT CANNOT BE RETURNED IN THE WAY A PHYSICAL GOOD CAN BE RETURNED. TO THE EXTENT A STATUTE PERMITS THE WAIVER, THE CLIENT WAIVES A COOLING-OFF PERIOD, A RIGHT OF WITHDRAWAL, AND A STATUTORY RIGHT TO CANCEL THAT WORK. A RIGHT THAT A STATUTE DOES NOT PERMIT A CONTRACT TO WAIVE IS UNAFFECTED. SUBMITTING THE INTAKE FORM DOES NOT START THIS WAIVER. THE FEASIBILITY REVIEW REMAINS FREE, AND THIS PARAGRAPH DOES NOT CHARGE THE $99 AT SUBMISSION. THIS PARAGRAPH DOES NOT CANCEL A REFUND OF UNEARNED SUMS THAT THIS AGREEMENT EXPRESSLY REQUIRES.

The Client shall not initiate a fraudulent or baseless chargeback, including a chargeback that contradicts a completed demo or a delivered milestone, with a card issuer, a bank, or a payment processor. If the Studio prevails in that dispute, the Client shall pay liquidated damages in the pre-agreed amount of $500 for that dispute. The parties acknowledge that actual damages resulting from such breach are difficult or impossible to ascertain, and that this pre-agreed sum represents a reasonable pre-estimate of operational and administrative harm and of legal recovery costs, and is expressly agreed as liquidated damages and not as a penalty. The Client shall also reimburse the bank fees, administrative costs, and reasonable collection attorneys’ fees the Studio incurs.

Every sum payable to the Studio shall be paid in full, without deduction, set-off, counterclaim, or withholding, whether the amount in dispute is liquidated or unliquidated. The duty to pay is independent of any claim about quality, schedule, or design. That claim shall be brought under section 13. It does not suspend payment and does not authorize a payment hold. This paragraph does not limit a refund that this agreement expressly requires the Studio to pay.

5. Ownership after the balance is paid

Each preliminary concept, brand concept, interactive demo, preview address, layout, style sheet, script, and interface structure created by the Studio remains the Studio’s sole and exclusive property until the Client has paid the full balance for that project. Payment of the $99 deposit does not transfer that property.

When the full balance has cleared, the Studio assigns the delivered front-end code, the design assets for that project, and the placement of components the Client already uses. Title to those delivered files then passes to the Client. Connection of the Client’s domain is a step of delivery. The Studio retains no monthly hosting or maintenance claim in the transferred files.

Until the final balance is paid in full, the Studio retains a contractual lien and a security interest in the code, domain connections, graphic assets, layouts, and interactive deliverables for that project. If the Client does not pay, initiates a chargeback, or otherwise breaches a payment term, the Studio may immediately disable, revoke, or unpublish a preview address, a hosted preview, or a domain asset it controls, without prior notice. The Studio has no liability for interruption of the Client’s business arising from that step. This paragraph does not limit liability that New Jersey law does not permit a contract to limit, and it does not limit the Studio’s right to seek injunctive relief.

Until title passes under this section, a preview address, a staging address the Studio hosts, and DNS settings the Studio controls for that preview or staging address remain the Studio’s infrastructure. The Client’s own domain registration and registrar account remain the Client’s. If the Client does not pay, or otherwise breaches a payment term, the Studio may immediately revoke, unpublish, or disconnect a preview, a staging address, or a temporary domain it controls. As between the parties, that step is an exercise of the contractual lien in this section and is not a breach of this agreement. A court decides whether a statute applies. This paragraph does not limit liability that New Jersey law does not permit a contract to limit, and it does not bind a prosecutor or a person who is not a party.

Booking and payment links the Client already uses may be placed on the page. The Studio does not open a Stripe, Tally, or Typeform account for the Client.

6. Demos that end before full payment

An interactive preview, prototype, or demo that the Studio completes, and that the Client then terminates, abandons, or cancels before the full package price is paid, remains the exclusive intellectual property of the Studio identified in the mark at the top of this page.

If the Client cancels, abandons, or fails to pay the full balance after viewing a demo, including after payment of the $99 deposit, the Client forfeits all rights in that demo. The Studio may modify, reuse, host, and publicly display that demo on lesterbranding.com and in the Studio’s other marketing, without further consent and without compensation.

Each unpaid interactive demo and preview address is a copyrighted work of the Studio and bears a proprietary digital mark. Access to the demo grants no license to reproduce it.

Logos, photographs, trademarks, and copy that the Client supplied remain the Client’s. The Studio will not present those supplied materials as the Studio’s own brand. The layout, structure, and implementation of the abandoned demo remain the Studio’s.

7. When the schedule starts, and when it pauses

The 24-hour demo and the 24-to-48-hour package delivery are target estimates. Time is not of the essence. A stated turnaround begins only when the Studio has confirmed that the intake is complete, the $99 deposit or the full payment has cleared, and the materials required for the work are complete and accurate. Until those conditions are met, the schedule has not commenced. A delay in the Client’s assets, domain access, or reply pauses the schedule. That pause is not a breach by the Studio and creates no liability. The turnaround depends on the Client’s prompt cooperation and timely review.

If the Client does not respond to an intermediate preview, a review request, or an inquiry within 48 hours, the schedule suspends automatically. The delivery window then extends one day for each day of that delay. The extension creates no liability for the Studio. Work resumes when the Client responds. That suspension is not acceptance of a final deliverable.

If the Client does not respond for fourteen days after a deliverable or a feasibility notice, the project is abandoned. Sums then paid are retained as liquidated compensation for design time. The parties acknowledge that actual damages resulting from such abandonment are difficult or impossible to ascertain, and that this retention represents a reasonable pre-estimate of operational and administrative harm and of legal recovery costs, and is expressly agreed as liquidated damages and not as a penalty. Preliminary assets for which title has not passed remain the Studio’s sole property. An assignment that has already taken effect under section 5 is not undone.

Connecting a custom domain depends on the Client’s registrar. Public DNS propagation commonly takes 2 to 24 hours. That interval is not part of the design turnaround.

8. Thirty-day warranty

A final deliverable, or a preview the Studio identifies as submitted for final acceptance, is accepted when the Client approves it in a writing, including email to [email protected], when the Client connects a custom domain or otherwise puts that deliverable into public use, or when 48 hours pass after transmission without a written rejection. A rejection must describe the material non-conformity in specific terms and must be sent to [email protected]. The 24-hour demo the Client may discontinue under section 4 is not a final deliverable. Silence that suspends the schedule under section 7 is not acceptance.

Sending a preview address by email to the address stated on the Intake Form is delivery of that preview. The Studio does not transmit the preview through a separate form service, and it does not keep a log of whether the Client opened the preview. As between the parties, that email, and a later connection of the Client’s custom domain, are evidence of delivery. A card issuer, a bank, or a payment processor decides a dispute under its own rules. That evidence does not bind the processor or a court.

On acceptance, the Client waives a claim that the deliverable was not delivered, a claim of aesthetic dissatisfaction, and a claim of structural non-conformity that the Client did not describe in a timely rejection. Layout and styling defects remain subject to the warranty in this section. The asset-replacement remedy and any refund this agreement expressly requires are unchanged. A sum earned on acceptance is non-refundable except as this agreement expressly states.

For 30 days after launch, the Studio will correct layout and styling defects in the pages it delivered, and will help troubleshoot a booking or payment embed that the Client already used and that the Studio placed as agreed. The warranty does not cover edits the Client, or anyone working for the Client, makes after launch. It does not cover new pages, new features, or a change of scope.

A structural or code-level change that the Client, or a person other than the Studio, makes to the delivered pages, other than the one cosmetic round in section 9, takes the changed portion outside this warranty and outside the support commitment for that portion. A layout or styling defect in the pages as the Studio delivered them, which that change did not cause, remains under this warranty. The Studio is not liable for a failure, a security exposure, a loss of data, a visual defect, or an interruption caused by that change, by the Client’s handling of a credential, or by an update, outage, or withdrawal of a hosting, network, or payment service the page uses, including Vercel, Cloudflare, or Stripe. Section 12 continues to apply. This paragraph does not limit liability that New Jersey law does not permit a contract to limit.

The Client acknowledges that the Studio may use component libraries, open-source interface frameworks, rapid prototyping, component assembly, and automated or AI-assisted layout tools to meet a stated 24-to-48-hour turnaround. The Studio selects and integrates those components for the storefront. To the fullest extent permitted by New Jersey law, the Studio is not liable for a latent copyright or license conflict in third-party open-source material, in an engine the Studio does not control, or in output of an automated layout tool, that the Studio did not know of when it delivered the page. The Client’s remedy for that conflict is the Studio’s prompt replacement of the affected asset, at no charge, during this 30-day warranty. This paragraph does not limit the Client’s warranty that its own materials do not infringe, and it does not limit liability that New Jersey law does not permit a contract to limit.

During that warranty the Studio answers a request sent to [email protected] within 24 hours.

9. Outside the scope

The packages exclude user login, registration, and any membership area; a custom database; a full shopping cart and checkout; and financial or cryptocurrency trading. The Studio declines that work unless an authorized officer of the Studio agrees to it in a writing that the officer signs or executes electronically.

Each package includes one round of minor cosmetic revision. That round is limited to text adjustments or color changes, and the Client must request it in writing within 48 hours after the Studio transmits the initial preview. A structural redesign, a functional expansion, a new page, or a change after acceptance is outside the package. It requires a separate writing signed or electronically executed by an authorized officer of the Studio and a separate fee, or an add-on selected on the Intake Form. This paragraph does not reduce the correction of layout and styling defects under section 8, and it does not change a schedule suspension under section 7.

The packages are not an accessibility audit. The Studio does not warrant that a delivered page meets every success criterion of the Web Content Accessibility Guidelines, or every interpretation of the Americans with Disabilities Act, unless an authorized officer of the Studio agrees to that work in a separate signed writing. The Client is responsible for text, images, and other content the Client supplies, and for changes made after delivery. Before the Client commences a claim that a page the Studio delivered fails an accessibility standard, the Client shall give written notice to [email protected] and a reasonable opportunity to cure, no shorter than the warranty in section 8. A person who is not a party is not bound by this paragraph. A claim arising from the Client’s content or the Client’s changes is subject to the indemnity in section 10. The Studio’s liability to the Client remains subject to section 12.

10. Client materials and indemnity

The Client warrants that every logo, text, photograph, and other brand material it provides in the intake or during the project does not infringe a copyright, trademark, right of publicity, or other right of any other person. The Client is also responsible for the products and statements on the finished site. The Studio may rely on the intake and on the files the Client provides.

Before the Client puts a delivered page into public commercial use, the Client shall review that page, including imagery, type, and components placed on it. The Client is solely responsible for clearing the rights in every logo, photograph, text, mark, font, or other asset the Client supplies or specifically asks the Studio to use. The Studio may place type, imagery, and open-source components it selects. The Client’s review and later deployment do not transfer to the Client a copyright, trademark, right-of-publicity, or license conflict in a font, stock image, or open-source component that the Studio itself selected and knew of at delivery. A latent conflict in such a component, unknown to the Studio at delivery, remains subject to the replacement remedy in section 8.

THE CLIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE STUDIO AND ITS OFFICERS AND OPERATORS FROM CLAIMS, DAMAGES, LIABILITIES, AND LEGAL FEES ARISING FROM THE CLIENT’S MATERIALS, FROM AN ASSET THE CLIENT SPECIFICALLY ASKS THE STUDIO TO USE, FROM A COPYRIGHT, TRADEMARK, RIGHT-OF-PUBLICITY, OR LICENSE CLAIM ARISING FROM THOSE MATERIALS OR THAT REQUEST, FROM THE CLIENT’S BREACH OF THIS AGREEMENT, OR FROM A THIRD PERSON’S CLAIM ABOUT THE CLIENT’S OWN BUSINESS. THE STUDIO MAY CHOOSE COUNSEL FOR THAT DEFENSE AT THE CLIENT’S EXPENSE IF THE CLIENT DOES NOT PROMPTLY PROVIDE A CAPABLE DEFENSE. THIS INDEMNITY DOES NOT COVER A CONFLICT IN A FONT, STOCK IMAGE, OR OPEN-SOURCE COMPONENT THAT THE STUDIO ITSELF SELECTED AND KNEW OF AT DELIVERY.

11. Use of the Studio’s site

These Terms are the terms of use of lesterbranding.com. The agreement for a project is formed only as section 3 provides. Browsing the site, without that assent, does not make a person a party to the payment covenants or to a liquidated-damages covenant. Browsing, scraping, linking to the site, or an automated request, including a crawl, is not irrevocable assent to these Terms and is not a submission to the sole jurisdiction of the courts of New Jersey. None of those acts forms the agreement in section 3. Personal jurisdiction over a person who has not assented is decided by the court. A court also decides whether a person who has not assented is bound by a contractual covenant.

The Client shall not copy an unpaid demo or a preliminary concept, record the screen in order to reproduce it, scrape it, extract its style sheet or script, or deploy it publicly.

The Client, and any person who uses lesterbranding.com, a showcase, or a hosted preview, shall not decompile, disassemble, reverse engineer, scrape, extract, or clone the Studio’s source code, interface structure, or design framework, or an unpaid demo or preview. This paragraph does not limit the Client’s use of files assigned under section 5 after the balance is paid. Such conduct is willful copyright infringement. As to the Client, it is also a material breach. The liquidated damages stated below are payable by the Client. The same act is not assessed twice. A person who has not assented is not liable for that liquidated sum by reason of having viewed the site.

For each violation, the Client shall pay liquidated damages in the pre-agreed amount of $10,000. The parties acknowledge that actual damages resulting from such breach are difficult or impossible to ascertain, and that this pre-agreed sum represents a reasonable pre-estimate of operational and administrative harm and of legal recovery costs, and is expressly agreed as liquidated damages and not as a penalty. Statutory damages under the Copyright Act, 17 U.S.C. § 504, to the extent a court permits them, are an alternative monetary remedy for the same act and are not additional to the liquidated damages. The Studio shall elect one of those monetary remedies for that act. The Client shall pay the Studio’s reasonable attorneys’ fees and its reasonable expenses of obtaining injunctive relief. The Studio may seek injunctive relief together with the monetary remedy it elects. This section does not limit a right that cannot be waived.

The Client agrees that a breach or threatened breach of the intellectual-property, unpaid-demo, or anti-copying provisions, or of a confidentiality obligation in a separate signed nondisclosure agreement, would cause irreparable harm for which money alone is an inadequate remedy. The Studio may ask a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, a permanent injunction, or specific performance to stop unauthorized use, deployment, or exploitation of a proprietary deliverable or demo. The Client agrees that the Studio need not post a bond and waives any objection based on the absence of a bond, to the extent the court may give effect to that waiver. The court decides whether to issue the order and whether its rules require security.

12. Limits of liability

THE STUDIO DOES NOT WARRANT A SEARCH RANKING, A REVENUE RESULT, OR UNINTERRUPTED SERVICE FROM A REGISTRAR OR FROM AN EMBED THE CLIENT ALREADY USES.

TO THE FULLEST EXTENT PERMITTED BY NEW JERSEY LAW, THE STUDIO, ITS OFFICERS, AND ITS OPERATORS ARE NOT LIABLE TO THE CLIENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR REPUTATIONAL HARM, ARISING OUT OF THE SERVICES OR THE DELIVERABLES. THE CLIENT SHALL NOT ASSERT THOSE CATEGORIES OF DAMAGES FOR A THIRD PERSON. THE STUDIO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF A PROJECT, WHETHER IN CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, OR ANY OTHER THEORY, SHALL NOT EXCEED THE FEES THE CLIENT ACTUALLY PAID THE STUDIO FOR THAT PROJECT, EXCLUDING THE NON-REFUNDABLE $99 DEMO DEPOSIT. THE CEILING DOES NOT REDUCE A REFUND THIS AGREEMENT EXPRESSLY REQUIRES THE STUDIO TO PAY, AND IT DOES NOT REPLACE THE ASSET-REPLACEMENT REMEDY IN SECTION 8. THESE TERMS DO NOT LIMIT LIABILITY THAT NEW JERSEY LAW DOES NOT PERMIT A CONTRACT TO LIMIT. THIS EXCLUSION DOES NOT LIMIT THE STUDIO’S RIGHT TO SEEK PUNITIVE DAMAGES WHERE THE LAW PERMITS THEM.

A DELIVERED PAGE MAY INCLUDE A BOOKING, PAYMENT, OR SCHEDULING LINK THE CLIENT ALREADY USES, INCLUDING A LINK FOR STRIPE, SQUARE, CALENDLY, OR ACUITY, OR A GOOGLE MAP THE STUDIO PLACES. LESTERBRANDING.COM IS SERVED THROUGH HOSTING AND NETWORK PROVIDERS, INCLUDING VERCEL AND CLOUDFLARE. THE STUDIO DOES NOT OPEN A STRIPE, SQUARE, CALENDLY, ACUITY, TALLY, OR TYPEFORM ACCOUNT FOR THE CLIENT. AN OUTAGE, WITHDRAWAL OF AN INTERFACE, ACCOUNT SUSPENSION, PAYMENT HOLD, OR DATA-PROCESSING ERROR AT ONE OF THOSE PROVIDERS IS THAT PROVIDER’S RESPONSIBILITY. THE STUDIO HAS NO LIABILITY FOR IT. THIS PARAGRAPH DOES NOT LIMIT LIABILITY THAT NEW JERSEY LAW DOES NOT PERMIT A CONTRACT TO LIMIT.

The Studio is excused from delay, non-performance, or interruption caused by an event beyond its reasonable control. That includes a widespread Internet outage, a failure of cloud or network infrastructure on which delivery depends, including Vercel, Cloudflare, or an upstream network the Studio does not operate, withdrawal or failure of a third-party interface the Client already uses, including Stripe, Calendly, or Google Maps, a cyberattack, an act of God, a labor strike, or a governmental action. Such an event is not a breach. It is not a ground to withhold a sum already earned, to charge back a completed demo or a delivered milestone, or to claim damages for the interruption. It does not make an unrendered service earned. This paragraph does not limit liability that New Jersey law does not permit a contract to limit.

FOR ANY CLAIM THAT THE STUDIO HAS BREACHED THIS AGREEMENT, THE CLIENT’S SOLE AND EXCLUSIVE REMEDY IS MONETARY DAMAGES, EXCEPT A THIRD-PARTY OR GENERATED-ASSET CONFLICT, FOR WHICH THE REMEDY IS THE REPLACEMENT STATED IN SECTION 8. THOSE DAMAGES SHALL NOT EXCEED THE FEES THE CLIENT ACTUALLY PAID THE STUDIO FOR THE PROJECT, EXCLUDING THE NON-REFUNDABLE $99 DEMO DEPOSIT. THE CLIENT WAIVES ANY RIGHT TO A PRELIMINARY INJUNCTION, A TEMPORARY RESTRAINING ORDER, OR OTHER EQUITABLE RELIEF THAT WOULD HALT, SUSPEND, IMPAIR, OR INTERFERE WITH LESTERBRANDING.COM, THE STUDIO’S SHOWCASES, OR A PREVIEW OR DEMO THE STUDIO HOSTS. THIS WAIVER DOES NOT LIMIT THE STUDIO’S RIGHT TO SEEK INJUNCTIVE RELIEF.

13. Disputes, fees, and New Jersey law

Submission of the intake, payment of the deposit, or payment of a package constitutes acceptance of the version of these terms identified in the submission record. The Studio may post a revised version on this page at any time. A revised version governs a new Intake Form submitted after it is posted. A project already accepted remains governed by the version in effect when the Studio accepted it. A later version applies to that project only when an authorized officer of the Studio signs or electronically executes a writing that adopts it. Continued browsing of lesterbranding.com, or use of a preview address, after a revision is posted does not amend a project already accepted.

The common-law mark identified above, and the commercial reputation associated with it, are assets of the Studio. A false statement of fact concerning them is governed by this section. A truthful, non-deceptive account is not a breach.

Publication of a false, misleading, libelous, or defamatory review, complaint, or social-media statement concerning the Studio or the mark constitutes a material breach. A truthful, non-deceptive account of the Client’s own experience is not a breach. For each such statement, the Client shall pay liquidated damages in the pre-agreed amount of $5,000. The parties acknowledge that actual damages resulting from such breach are difficult or impossible to ascertain, and that this pre-agreed sum represents a reasonable pre-estimate of operational and administrative harm and of legal recovery costs, and is expressly agreed as liquidated damages and not as a penalty. The same statement is not assessed again for each platform on which it appears. The Client shall remove the statement and shall pay the Studio’s reasonable attorneys’ fees and its reasonable public-relations expense of correcting the record.

A false statement of fact by the Client that disparages the quality of the Studio’s work, published to a third person with knowledge of the falsity or with reckless disregard of the truth, and that causes pecuniary loss, is injurious falsehood within Restatement (Second) of Torts §§ 623A and 624. That statement is the breach described above. It carries the same liquidated damages and not an additional sum. The Studio may ask a court for an injunction requiring removal. The court decides whether to issue the order. A truthful statement is not injurious falsehood.

A person who has not assented is not liable for the liquidated damages in this agreement. A claim against that person for defamation, injurious falsehood, or tortious interference with prospective economic advantage lies only where the elements of the tort are met. The Studio may ask a court for those remedies, for punitive damages under the New Jersey Punitive Damages Act, N.J.S.A. 2A:15-5.9 et seq., where that statute’s elements are met, and for an order requiring removal or a retraction where the law permits the court to grant it. This agreement does not award those remedies of its own force.

The Client shall not conduct a sustained course of harassment, shall not continue communications after the Studio has requested in writing that the Client stop, and shall not submit to a payment provider, a hosting provider, or a domain registrar, including Stripe, a complaint the Client knows to be false and intends as a disruption of the Studio’s operations. A truthful complaint is not a breach. A false public statement may, where the elements are met, also support a claim for tortious interference with prospective economic advantage. Those elements are a reasonable expectation of economic advantage, intentional interference without justification or excuse, causation, and damage, as stated in Printing Mart-Morristown v. Sharp Electronics Corp., 116 N.J. 739 (1989). A truthful account does not meet them. A sustained course of harassment, extortion, or known-false accusation after that written request is a further material breach, separate from any single statement.

The Client shall not, with a purpose to harass, make an online communication that threatens injury to a person or to property, threatens a crime, or knowingly posts lewd, indecent, or obscene material about a person with intent to cause emotional harm or fear of harm, as those elements are stated in N.J.S.A. 2C:33-4.1. The Client shall not publish a home address or a personal telephone number of an officer of the Studio for the purpose of causing harassment. A truthful, non-deceptive account of the Client’s own experience is not a breach of this paragraph. Conduct described in this paragraph, after a written request to stop, is within the course of conduct stated above. It carries the liquidated damages of $25,000 once, and not a separate sum, and not a sum assessed once for each platform. The Studio may report a communication to law enforcement where a criminal statute applies. This agreement does not commence a criminal case. A person who has not assented is not liable for that liquidated sum.

For that course of conduct, the Client shall pay liquidated damages in the pre-agreed amount of $25,000, once. The parties acknowledge that actual damages resulting from such breach are difficult or impossible to ascertain, and that this pre-agreed sum represents a reasonable pre-estimate of operational and administrative harm and of legal recovery costs, and is expressly agreed as liquidated damages and not as a penalty. That sum is not added to the $5,000 for the same statement, and it is not added to a separate award of actual damages for the same loss. The Client shall also pay the Studio’s reasonable attorneys’ fees, including reasonable pre-litigation fees, reasonable investigative costs, and the reasonable public-relations expense of correcting the record. The Studio may ask a court for punitive damages under the New Jersey Punitive Damages Act, N.J.S.A. 2A:15-5.9 et seq. A request must meet N.J.S.A. 2A:15-5.12, including proof by clear and convincing evidence, and is subject to the limitation in N.J.S.A. 2A:15-5.14. A court awards punitive damages. This agreement does not multiply damages and does not award them of its own force. The Studio may also ask the court for injunctive relief.

A person who submits a DMCA takedown notice against the Studio, lesterbranding.com, or a showcase demo, and who knowingly and materially misrepresents that the material is infringing, is liable under 17 U.S.C. § 512(f) for the resulting damages, including lost profits and the cost of restoration, and for attorneys’ fees.

IF EITHER PARTY COMMENCES A PROCEEDING ARISING OUT OF THIS AGREEMENT, THE NON-PREVAILING PARTY SHALL PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND LITIGATION EXPENSES. THOSE EXPENSES INCLUDE REASONABLE PRE-LITIGATION ATTORNEYS’ FEES, REASONABLE FEES AT TRIAL AND ON APPEAL, REASONABLE INVESTIGATIVE COSTS, REASONABLE DISPUTE-RESPONSE EXPENSES, REASONABLE ADMINISTRATIVE COLLECTION FEES, AND REASONABLE EXPERT-WITNESS RETAINERS INCURRED BEFORE THE PROCEEDING WAS FILED. A COURT DETERMINES THE AMOUNT. A PARTY THAT FILES A FRIVOLOUS, BAD-FAITH, OR UNFOUNDED CLAIM AGAINST THE STUDIO SHALL PAY THE STUDIO’S REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND LEGAL EXPENSES INCURRED IN DEFENDING THAT CLAIM, INCLUDING THOSE SAME PRE-FILING COSTS AND REASONABLE FEES ON APPEAL.

IF THE CLIENT SENDS A BAD-FAITH LEGAL THREAT OR A GROUNDLESS DEMAND LETTER, OR SUBMITS A REGULATORY COMPLAINT THE CLIENT KNOWS TO BE FALSE, THE CLIENT SHALL PAY THE STUDIO’S REASONABLE LEGAL FEES AND REASONABLE OPERATIONAL COSTS OF RESPONDING. A TRUTHFUL COMPLAINT TO A REGULATOR IS NOT A BREACH. A COURT DETERMINES WHETHER THE THREAT, LETTER, OR COMPLAINT WAS MADE IN BAD FAITH.

If a civil claim against the Studio is based on the Studio’s communication in a governmental proceeding, on an issue under consideration in such a proceeding, or on the Studio’s exercise of speech, press, assembly, petition, or association on a matter of public concern, the Studio may apply for an order to show cause under the New Jersey Uniform Public Expression Protection Act, N.J.S.A. 2A:53A-49 to -61. On that application, N.J.S.A. 2A:53A-52 provides that the court may stay other proceedings between the parties, with a presumption that the stay shall be granted. Dismissal with prejudice follows only if the burdens in N.J.S.A. 2A:53A-55 are met. Where the Act’s elements are met, the court dismisses the claim and may award costs, reasonable attorney’s fees, and litigation expenses. N.J.S.A. 2A:53A-50(c) states claims the Act does not cover, including certain claims arising out of the sale of services. A frivolous filing in a proceeding may also be addressed under N.J.S.A. 2A:15-59.1 and Rule 1:4-8 of the New Jersey Court Rules. In a civil action in a United States district court, the Studio may ask that court for sanctions under Rule 11 of the Federal Rules of Civil Procedure. The court decides whether to impose them. Those provisions apply according to their own terms to a person who is a party in that proceeding. They do not arise from browsing the site. Where the plaintiff, or a party asserting a claim, is a nonresident, the Studio may give notice demanding security for costs under N.J.S.A. 2A:15-67. The bond that statute describes is $200, conditioned on prosecution of the action and payment of costs if the claim fails. This agreement does not increase that sum and does not require a bond from a resident plaintiff. A court decides the application. The Studio may also seek a claim for malicious prosecution where its elements are met, compensatory damages, damages for reputational injury, and punitive damages where the law permits them. This agreement does not award those remedies of its own force and does not multiply damages.

A claim for breach of this agreement, a claim for copyright infringement, a request for injunctive relief, and a claim for liquidated damages may be pleaded in the same proceeding. Those remedies are cumulative only as follows. The Studio shall not recover both the liquidated damages and a separate award of actual damages for the same act and the same loss, and shall not recover both the liquidated damages and statutory damages for that act. An injunction may be sought together with the monetary remedy elected for that act. Retention of sums, the contractual lien, and fee-shifting may be pursued with those remedies. Election of one remedy does not waive another, except the election of a single monetary measure for the same loss. The Client’s remedy limit in section 12 is unchanged.

A failure, delay, or forbearance in exercising a right is not a waiver of that right. A single or partial exercise does not preclude any other exercise. A waiver is binding only when an authorized officer of the Studio signs or electronically executes a writing that states it.

Nothing in this agreement, including the liability ceiling and the exclusion of punitive damages running against the Studio, limits the Studio’s right to ask a court for sanctions, a contempt citation, or punitive damages for a frivolous pleading, a fraudulent misrepresentation, malicious prosecution, or abuse of process. This agreement does not bind a lawyer who is not a party, and it does not itself impose those sanctions.

These Terms, the privacy notice and litigation annex, and the intake record are the entire, final, and complete agreement concerning the project. They supersede all prior and contemporaneous negotiations, chat messages, including Telegram, WhatsApp, and WeChat, email threads, representations, and oral promises. No modification, waiver, or amendment is binding unless it is in a writing signed or electronically executed by an authorized officer of the Studio. A chat message, an email that is not that writing, or an oral statement does not change this agreement. A notice under this section is not an amendment. The agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules.

The Client may bring a claim only in the state or federal courts located in New Jersey. The Studio may bring a claim, a collection, or an application for injunctive relief in those courts, or in a court of competent jurisdiction in the place where the Client resides or where the business named on the Intake Form operates. The Client irrevocably submits to personal jurisdiction in each of those courts, waives every objection to venue in the court the Studio selects, and waives forum non conveniens. The Client agrees that use of lesterbranding.com, submission of the Intake Form, or use of an Interactive Demo is the Client’s consent to jurisdiction in New Jersey, including to the extent New Jersey Court Rule 4:4-4 provides for jurisdiction over a consenting party. No dispute or venue term prevents the Studio from asking a court of competent jurisdiction for provisional, temporary, or injunctive relief before or during a proceeding, to protect intellectual property or to restrain irreparable harm. The court decides whether to grant that relief.

EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF THIS AGREEMENT, IN ANY COURT. EVERY CLAIM SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. THE CLIENT WAIVES ANY RIGHT TO COMMENCE, JOIN, OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, A CONSOLIDATED ACTION, OR A REPRESENTATIVE PROCEEDING.

The Client consents to service of any notice, demand, summons, complaint, or other process in a proceeding arising out of this agreement by email to the address stated on the intake. The Client agrees that delivery to that address is complete service between the parties, including for the purpose of a request for default, and waives any objection that personal service under Rule 4 of the Federal Rules of Civil Procedure, or under a corresponding state rule, was required. A court applies its own rules before entering judgment. The Client shall keep that address able to receive messages. Ordinary notices to the Studio shall be sent to [email protected] or by mail to 525 Route 73 North, Suite 104, Marlton, New Jersey 08053. The Studio sends notices to the email address stated on the intake.

If a court of competent jurisdiction holds any provision of this agreement invalid, unenforceable, or unconscionable, including a liquidated-damages amount or a fee-shifting provision, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is unavailable, the provision shall be severed. The remainder of this agreement shall continue in full force and effect. The warranty in section 8, the indemnification in section 10, the disclaimer and the limitation of liability in section 12, and the fee-shifting provision in this section are each independent. Invalidity of one does not affect the others.

The Studio may assign this agreement to a successor to the business. The Client may not assign a project without the Studio’s prior written consent.

These Terms are drafted in English. The English text published at lesterbranding.com/terms is the controlling text. A translation, including a summary in another language, is for convenience only and does not control interpretation or enforcement.

The provisions on ownership of intellectual property, the contractual lien, liquidated damages for misuse of an unpaid demo, for a false or defamatory statement, for a sustained course of harassment, and for a chargeback the Studio prevails upon, retention of sums on abandonment, the covenant against false or defamatory publication, the duty to pay without set-off, the authority warranty, the requirement of a signed writing to amend, the Studio’s right to seek injunctive relief, the cumulative-remedies provision, the no-waiver provision, fee-shifting, the responses available under the Uniform Public Expression Protection Act, submission to New Jersey jurisdiction, consent to service by email, the class-action waiver, and the jury waiver survive termination, cancellation, or expiration of this agreement.