Effective Date: September 1st 2024

Welcome to Midas Studio (MHMM LLC). These Terms of Service ("Terms") govern your use of our services and outline the rights and obligations of both you as the client and Midas Studio as the service provider.

1. General Terms

1.1 Agreement to Terms
By engaging our services, you agree to comply with and be bound by these Terms. Failure to adhere to these Terms may result in the termination or suspension of services.

1.2 Changes to Terms
Midas Studio reserves the right to update or modify these Terms at any time. Changes will be effective immediately upon being posted on our website or communicated to you via email. It is your responsibility to review these Terms periodically for updates.

2. Payment Terms

2.1 Monthly Subscriptions
For subscription-based services, payment for the first month is required upfront. Subsequent payments will be due on the 15th of each following month, regardless of the initial payment date. If your subscription begins after the 1st of the month, the first month will be prorated using a daily rate calculation to align with future billing cycles on the 15th.

2.2 Website Development Services
For website development projects, a 50% deposit is required before work begins. The remaining 50% is due either upon project completion or 60 days after the initial payment, whichever comes first. Completion is defined as the point when the final deliverable has been sent to the client, regardless of client feedback or approval.

2.3 Invoice Disputes
If you have any concerns or questions regarding your invoice, you must notify Midas Studio within 5 business days of receiving the invoice. Failure to dispute the invoice within this timeframe will result in the invoice being considered accepted.

3. Late Payments & Fees

3.1 Late Fees
If payment is not received within 7 days of the due date, a 3% late fee will be applied to the outstanding balance.

3.2 Automatic Payment
If you have a payment method on file, Midas Studio reserves the right to automatically charge your payment method for overdue invoices, including any applicable late fees.

3.3 Service Suspension
If no payment method is on file and your payment is more than 7 days overdue, all work will be paused until payment is received. Any work completed up to the date of suspension will remain billable and non-refundable. Midas Studio will not be responsible for any delays or missed deadlines resulting from payment-related delays.

4. Chargeback Policy

By agreeing to these Terms of Service, you acknowledge that all payments for services rendered by Midas Studio are final and non-refundable. You agree not to initiate any chargeback or dispute payments for services that have been delivered.

If you believe a charge was made in error, or if there is a discrepancy with the services provided, you agree to contact Midas Studio directly to resolve the issue prior to initiating a chargeback with your payment provider.

In the event that a chargeback is initiated after services have been delivered, Midas Studio reserves the right to:

• Suspend all ongoing services and deliveries until the chargeback is resolved.

• Pursue legal action to recover the full amount of the chargeback, as well as any associated costs, including chargeback fees, legal fees, and damages.

• Report the matter to relevant credit agencies or collections services if the amount is not settled within 30 days of the chargeback.

By using our services, you acknowledge that you have read, understood, and agreed to this Chargeback Policy.

5. Cancellation & Termination

5.1 Subscription Cancellation
You may cancel your subscription at any time. We will prorate the subscription fee based on the number of days into the payment cycle at the time of cancellation. However, no refunds will be provided for past billing cycles.

5.2 Project Termination
For website development projects, the following termination terms apply:

• If the initial payment is made and the request to terminate comes before the design wireframe has been acknowledged as received by the client, Midas Studio will retain the initial payment, but no further payment will be required.

• If the design wireframe has been acknowledged by the client, you will be required to pay 50% of the remaining balance. Acknowledgment is considered received when the wireframe is sent via email or project management tool and the client does not dispute delivery within 3 business days.

• If you request to terminate after website development (defined as coding, implementation, or any significant technical work beyond design) has commenced, you will be required to pay 100% of the remaining balance.

Termination requests must be submitted in writing, and the above payment terms will be applied within 10 business days of the written notice.

6. Intellectual Property Rights

6.1 Client Materials
You retain ownership of all materials, data, and information you provide to Midas Studio in connection with the services (“Client Materials”). You grant Midas Studio a limited, non-exclusive, revocable license to use, modify, and reproduce Client Materials solely for the purpose of delivering the agreed-upon services.

6.2 Midas Studio Materials
Midas Studio retains ownership of all intellectual property, including designs, templates, processes, methodologies, and tools developed before or during the project, excluding any Client Materials. Upon full payment, you will receive a non-exclusive, non-transferable license to use any materials created by Midas Studio specifically for your project, solely for the intended purpose.

7. Limitation of Liability

Midas Studio is a design and marketing operations studio, providing content based on the requests made by you, the client. It is your responsibility to ensure that all elements of the work delivered by Midas Studio function as intended in your specific environment or application. Midas Studio will not be liable for any damages resulting from the use, implementation, or outcomes of the services provided.

Additionally, Midas Studio will not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use our services, including but not limited to lost profits, loss of data, or business interruptions. Our maximum liability shall not exceed the total amount paid for the services in question.

8. Confidentiality

Both parties agree to maintain the confidentiality of all confidential information disclosed in the course of this agreement. Confidential information includes, but is not limited to, trade secrets, business strategies, technical information, and personal data. Confidential information shall not include information that:

• Is or becomes publicly available through no fault of the receiving party;

• Is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation.

This obligation of confidentiality will remain in effect for 3 years following the termination of this agreement.

9. Indemnification

You agree to indemnify, defend, and hold harmless Midas Studio and its employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:

• Your use of our services or any content provided by Midas Studio;

• Any claims or demands made by a third party due to or arising out of your violation of these Terms, misuse of services, or infringement of any intellectual property or other right of any person or entity.

This indemnification does not apply in cases of gross negligence or intentional misconduct by Midas Studio.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the state of Arizona, without regard to its conflict of law principles. Any disputes arising out of these Terms or related to services provided by Midas Studio shall first be attempted to be resolved through negotiation or mediation. The costs of mediation (mediator's fees) will be shared equally between the parties, but each party will bear its own legal fees. If mediation fails, the dispute may proceed to litigation in the state courts of Arizona. The prevailing party in any legal action will be entitled to recover reasonable attorney fees and costs.

11. Non-Solicitation

For a period of 12 months following the completion of services, you agree not to solicit, hire, or engage any employee or contractor of Midas Studio with whom you have worked during the course of this agreement, without the prior written consent of Midas Studio.

12. Use of Work for Promotional Purposes

You grant Midas Studio the right to use any content, designs, deliverables, and project-related performance metrics (e.g., percentage increases in engagement, conversion rates, or traffic) for our portfolio, case studies, and promotional materials. Midas Studio will not disclose any confidential or proprietary information, including specific financial data or sensitive business metrics, without prior written consent. If any particular elements should remain confidential or require additional approval, please notify us in writing.

13. Contact Information

If you have any questions regarding these Terms, please contact us through the following methods:

Email: compliance@mhmm.co