TERMS OF SERVICE
JUST THE WAY WE WORK AND CONDUCT OUR BUSINESS
Last updated June 01, 2024 These Terms of Service ("Terms") govern the relationship between MIDS™ ("MIDS," "we," "us," or "our") and you, the client ("Client," "you," or "your"). By engaging MIDS for development and design services ("Services"), you agree to be bound by these Terms.
SERVICES
MIDS will provide design and development services as outlined in a mutually agreed-upon proposal ("Proposal"). The Proposal will detail the scope of work, deliverables, fees, timeline, and payment schedule.
MIDS may, at its sole discretion, subcontract portions of the Services to qualified third parties. You hereby consent to such subcontracting.
CLIENT RESPONSIBILITIES
You are responsible for providing MIDS with all necessary information, materials, and content ("Client Materials") in a timely manner to complete the Services. This includes, but is not limited to, text, logos, images, and branding guidelines.
You are responsible for obtaining all necessary licenses and permissions for Client Materials used in the website.
You will provide timely feedback on MIDS' work throughout the project.
You will designate a single point of contact for communication with MIDS.
INTELLECTUAL PROPERTY
MIDS retains all intellectual property rights in and to its work product, including the underlying website code and design concepts.
Upon full payment of all fees, MIDS grants you a non-exclusive, royalty-free license to use the website developed for your business purposes only.
You retain ownership of all Client Materials. MIDS grants you a non-exclusive license to use Client Materials in connection with the Services.
FEES AND PAYMENT
The fees for the Services are as set forth in the Proposal.
Payment terms are as set forth in the Proposal. Late payments will accrue interest at a rate of 10% per month.
You are responsible for all applicable taxes associated with the Services.
REVISION POLICY
A limited number of revisions are included in the Proposal. Additional revisions may be requested for an additional fee.
MIDS reserves the right to reject revisions that are outside the scope of the Proposal.
TERM AND TERMINATION
These Terms will commence on the Effective Date (the date you agree to these Terms) and will continue until the Services are completed or terminated as set forth herein.
Either party may terminate these Terms for any reason upon written notice to the other party.
In the event of termination by you, you will be responsible for payment for all Services rendered up to the date of termination.
MIDS may terminate these Terms immediately upon written notice if you breach any of these Terms and fail to cure such breach within 30 days' written notice.
WARRANTIES AND DISCLAIMERS
MIDS warrants that the Services will be performed in a professional and workmanlike manner
EXCEPT AS EXPRESSLY SET FORTH HEREIN, MIDS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
MIDS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF MIDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CONFIDENTIALITY
Each party agrees to hold in confidence all confidential information of the other party.
"Confidential Information" means any information disclosed by one party to the other party that is designated as confidential or that, by its nature, ought to be treated as confidential.
FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of war, terrorism, strikes, or natural disasters.
ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.