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Terms of Sale

Last updated: August 2026

These Terms of Sale govern the sale and delivery of professional services by OG PONY LLC, a Colorado limited liability company ("OG PONY," "we," "us," or "our"), to any client ("Client," "you," or "your"). They apply to every quotation, proposal, statement of work, and invoice we issue unless superseded by a signed agreement. By accepting a quotation, signing a proposal, or paying a deposit, you accept them.

Scope of Services

OG PONY provides digital studio services: brand identity and graphic design; web design and development; photography and video; 3D design and visualization; AI automation and agents; generative AI photo and video; SEO and generative engine optimization; and media strategy and community management. The deliverables, formats, quantities, and timelines for any engagement are those set out in the accepted quotation. Anything not expressly listed there is out of scope.

Quotations and Orders

All services are sold on a quotation basis; no prices are published on our website. Unless stated otherwise, a quotation is valid for thirty days and may be withdrawn or revised before acceptance. A binding contract forms only when the Client accepts it in writing — by email or signature — and, where required, pays the deposit. Client purchase orders and vendor terms do not modify these Terms unless we accept them in writing, and verbal instructions bind neither party until confirmed in writing.

Prices, Taxes, and Payment

All fees are quoted and payable in United States dollars (USD) and exclude sales, use, value-added, withholding, and similar taxes, which are the Client's responsibility. Third-party costs — stock licenses, fonts, plugins, hosting, domains, talent and location fees, media budgets, and AI compute credits — are excluded unless listed, and re-invoiced at cost.

Unless the quotation provides otherwise, a fifty percent (50%) deposit is payable before work begins and the balance on final delivery or per the milestone schedule; retainers are invoiced monthly in advance. Invoices are payable within fourteen days. Late payments accrue interest at one and one-half percent (1.5%) per month, or the maximum Colorado law permits. We may suspend work and withhold deliverables on accounts more than fifteen days overdue, and the Client bears reasonable collection costs.

Schedule and Client Dependencies

Timelines are estimates assuming the Client supplies materials, approvals, access credentials, and feedback promptly. The Client is responsible for accurate briefing information, brand assets, copy, technical access, and any third-party approvals. Where these are not supplied within a reasonable time, we may reschedule in line with our then-current availability and invoice work completed. After sixty consecutive days of Client inactivity we may treat the engagement as suspended, invoice all work performed, and require a re-mobilization fee to resume.

Delivery

Deliverables are supplied electronically in the formats specified, by download link, shared drive, repository, or direct deployment; delivery occurs when files or access are made available. The Client is responsible for downloading, backing up, and archiving them. Long-term storage of source files is not included, though we will make reasonable efforts to retain archives for twelve months. Non-conformity with the agreed scope must be reported within ten business days; absent notice, deliverables are deemed accepted.

Revisions

Unless the quotation states otherwise, an engagement includes two rounds of consolidated revisions per deliverable. A revision cycle is a single consolidated set of written change requests falling within the agreed scope and creative direction. Additional cycles, changes of direction after an approved concept, added deliverables or formats, and new requirements are additional work: quoted separately, requiring written approval, and may extend the schedule.

Cancellation and Refunds

The Client may cancel at any time by written notice and is then liable for all work performed to that date, calculated pro rata against the milestone schedule or on a time-and-materials basis, plus non-recoverable third-party costs committed on the Client's behalf. Deposits are non-refundable, as they reserve production capacity and cover mobilization. If we cancel other than for the Client's breach, we deliver completed work and refund any excess paid. Because services are custom-produced, no cooling-off period applies once work has begun.

Ownership and Transfer of Rights

All intellectual property in work we produce, including preparatory materials, concepts, drafts, and rejected options, remains our exclusive property until we have received payment in full of all sums due. Upon payment in full, we assign to the Client ownership of the final approved deliverables specified in the quotation, with the right to use, reproduce, modify, and distribute them for the Client's business purposes.

The transfer excludes working and source files and unused concepts unless purchased; our pre-existing tools, frameworks, code libraries, prompt systems, and methodologies, licensed non-exclusively and perpetually only as embedded in the deliverables; and third-party assets, subject to their own licenses. Until payment in full, any use of the deliverables is unlicensed.

Portfolio and Confidentiality

Unless the Client requests otherwise in writing before delivery, we may reproduce, display, and describe work produced for the Client in our portfolio, website, social channels, presentations, case studies, and award submissions, including the Client's name and marks for identification. Where an embargo applies we will observe a reasonable delay on request. Each party will keep confidential the other's non-public information disclosed during an engagement.

Warranties

We warrant that services will be performed with reasonable skill and care in accordance with the agreed scope, and that deliverables are our original work except for identified third-party assets. We will correct at no charge any defect reported within thirty days that results from our failure to meet the specification. Otherwise all deliverables are provided without warranty. We give no guarantee as to search engine rankings, AI citation or visibility, traffic, engagement, conversion rate, or sales, all of which depend on third-party algorithms, market conditions, and the Client's own execution. The Client is responsible for the legal compliance of content it supplies and for reviewing deliverables before publication.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OG PONY LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT UNDER THAT ENGAGEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disruption, failure of utilities or telecommunications, hosting outages, cyberattack, or discontinuation of essential third-party platforms. The affected party will notify the other promptly and resume as soon as practicable. Payment obligations for work already performed are not excused.

Governing Law and Jurisdiction

These Terms of Sale and any engagement governed by them are subject to the laws of the State of Colorado, United States of America, without regard to conflict-of-laws principles. The exclusive venue for any dispute is the state or federal courts located in Denver County, Colorado, and both parties consent to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If any provision is held unenforceable, it will be modified or severed and the remainder continues in full force.

Contact

OG PONY LLC, 44 Cook St, Denver, CO 80203, United States. EIN: 98-1957572. Email: wearezinn@gmail.com. Telephone: +1 725 334 0144.