THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between MIO Creative Studio, a limited liability company (“MIO Creative Studio”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of MIO Creative Studio’s website and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto (the “Website”), as well as all creative services provided by MIO Creative Studio. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website and services, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and MIO Creative Studio shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay MIO Creative Studio for services rendered shall remain and continue to be an ongoing obligation owed by Client to MIO Creative Studio.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of MIO Creative Studio and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by MIO Creative Studio and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without MIO Creative Studio’s express prior written permission. MIO Creative Studio reserves all rights in the Website, Content and Marks.
2. Ownership of Materials
Notwithstanding MIO Creative Studio’s ownership of Submissions, as described in Section 6 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client upon full payment of all fees, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause MIO Creative Studio to become the owner of a Project, in whole or in part, rather than Client, MIO Creative Studio irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to MIO Creative Studio as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. MIO Creative Studio always reserves the right to share the Client’s design work publicly (social media, website, etc.) unless agreed upon as stated in Section 19 of this document.
3. Third-Party Fonts and Assets
In the event that any Project incorporates fonts, images, or other assets that are not owned by MIO Creative Studio and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Assets”), MIO Creative Studio will inform Client in writing that one or more Third-Party Assets have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Assets from the rights-holder(s) of said Third Party Assets in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as MIO Creative Studio has informed Client of the incorporation of Third-Party Assets as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Assets incorporated into a Project.
4. User Representations
By using the Website and services, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Service; Client is not a minor in the jurisdiction of their domicile; Client will not access the Website through automated or non-human means; Client will not use the Website for any illegal or unauthorized purpose; Client’s use of the Website will not violate any applicable law or regulation.
5. Payment Terms and Cancellation Policy
5.1 General Payment Terms
Payment terms will be specified in individual project agreements or service contracts. Late payments may incur additional fees as specified in the project agreement. All fees are non-refundable unless otherwise specified in writing.
5.2 Unlimited Website Subscription Cancellation Policy
IMPORTANT NOTICE: By subscribing to our Unlimited Website subscription service, you acknowledge and agree to the following cancellation terms:
- Minimum Commitment Period: 6 months from the subscription start date
- Early Cancellation Fee: If you choose to cancel your Unlimited Website subscription before completing 6 months of service, you agree to pay the equivalent of 6 months of subscription fees
- Cost Recovery Justification: This early cancellation fee is necessary to recover costs associated with:
- New website design and development
- Initial setup and configuration
- Implementation of best practices
- Security implementation and configuration
- SEO optimization and setup
- E-commerce platform setup and configuration (if applicable)
- Hosting setup and initial configurations
- Custom integrations and third-party service connections
- Quality assurance and testing
- Training and documentation provided
- Cancellation After 6 Months: After the initial 6-month period, you may cancel your subscription with 30 days written notice without penalty
- Payment of Cancellation Fees: Early cancellation fees are due immediately upon cancellation and must be paid before final deliverables are provided
6. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of MIO Creative Studio and MIO Creative Studio is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. MIO Creative Studio shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Section 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against MIO Creative Studio for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by MIO Creative Studio on behalf of the Client. Further, Client agrees to refrain from the following: Make any unauthorized use of the Website; Retrieve data or content for the purposes of creating or compiling a database or directory; Circumvent, disable, or otherwise interfere with security-related features on the Website; Engage in unauthorized framing or linking of the Website; Trick, defraud or mislead MIO Creative Studio or other users; Interfere with, disrupt or create an undue burden on the Website or MIO Creative Studio’s networks or servers; Use the Website in an effort to compete with MIO Creative Studio; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof; Harass, annoy, intimidate or threaten any of MIO Creative Studio’s employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website’s software; Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish or otherwise harm MIO Creative Studio; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
8. Management and Oversight
MIO Creative Studio reserves the right to monitor the Website for violations of these Terms of Service and to take appropriate legal action in response to a violation of the Terms of Service or any applicable law, statute or regulation. MIO Creative Studio further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of MIO Creative Studio, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of MIO Creative Studio and shall be designed to protect MIO Creative Studio’s rights and property.
9. Privacy Policy
By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. MIO Creative Studio does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to MIO Creative Studio without parental consent, MIO Creative Studio shall delete that information as soon as reasonably practical.
10. Returns and Refunds
MIO Creative Studio reserves the right to deny refunds based on its own discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by MIO Creative Studio are ownership of the company and are prohibited from being used by the Client in any way. If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period. Furthermore, payment processing fees associated with the transaction will not be refunded. MIO Creative Studio reserves the right to take appropriate legal actions against Client for breach of this section.
11. Modification
MIO Creative Studio reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. MIO Creative Studio reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.
12. Connection Interruptions
MIO Creative Studio does not guarantee or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond MIO Creative Studio’s control. Client agrees that MIO Creative Studio shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use the Website during any interruption in the connection or service.
13. Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Virginia without regard to conflict of law principles.
14. Litigation
Any legal action of whatever nature shall be brought in the state courts of Fairfax County, Virginia or in the United States District Court for [Insert District]. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Service.
15. Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. MIO Creative Studio disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. MIO Creative Studio makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and MIO Creative Studio assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of MIO Creative Studio’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. MIO Creative Studio does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.
16. Limitations of Liability and Indemnification
MIO Creative Studio and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website. Client agrees to defend, indemnify and hold harmless, MIO Creative Studio and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Service; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, MIO Creative Studio reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify MIO Creative Studio hereunder. Client agrees to cooperate with the defense of such claims.
17. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. MIO Creative Studio shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against MIO Creative Studio from any such loss or corruption.
18. Electronic Communications, Transactions and Signatures
Client hereby consents to receive electronic communications from MIO Creative Studio and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by MIO Creative Studio or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
19. Licensing
Client agrees to assume full responsibility for any unauthorized use of images, fonts, or other content displayed on their website, communication channels, or any other mediums. It is the sole responsibility of the Client to ensure that all content utilized is properly licensed. While MIO Creative Studio may, in certain circumstances, hold appropriate licenses for the use of specific materials, such licenses are not transferable to the Client unless explicitly stated in writing.
20. Showcasing Client Work
MIO Creative Studio reserves the right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and MIO Creative Studio, which in turn would void the right of MIO Creative Studio to share or discuss Client’s work publicly.
21. Referrals
Referral tracking and payouts are handled through our third-party partner or internal systems as determined by MIO Creative Studio.
22. Miscellaneous
These Terms of Service and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and MIO Creative Studio. Failure of MIO Creative Studio to enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Service is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Service but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Service, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and MIO Creative Studio.
23. Contact Information
For any questions or complaints regarding the Website or services, please contact MIO Creative Studio at:
MIO Creative Studio
info@miocreative.studio
https://miocreativestudio.com
Last updated: 15 February 2021
