This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”) has engaged Studio MFP (referred to as the “Company”) to perform certain Services as outlined herein. This is a legally binding agreement between you and Studio MFP. By becoming a Studio MFP client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you submit your order for Services to Studio MFP.
IMPORTANT – THIS AGREEMENT CONTAINS AND EXPLAINS IMPORTANT LEGAL RIGHTS AND LIMITATIONS. PLEASE READ IT CAREFULLY, AND PRIOR TO INSTALLATION OR ANY USE OF THE SOFTWARE SERVICE. READ CAREFULLY: THE COMPANY LICENSES THE SOFTWARE, SERVICES, PRODUCTS AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.
All information obtained by either party to this Agreement from the other, in connection with its activities hereunder, including all technical, pricing, marketing, business and other information that each party provides the other or that either party receives from the other shall be treated by the receiving party as confidential and proprietary information of the disclosing party. Receiving party will not use any such information for its own benefit or for any purpose other than fulfilling its obligations under this Agreement and shall not disclose such information to any third party except with disclosing party’s prior written consent.
Studio MFP will provide the Services to Client as outlined on the website (https://studiomfp.com, or https://app.studiomfp.com or its affiliates), or as determined in writing via a contract or statement of work/scope of work, website subscription, or invoice, signed by both parties.
Client agrees to any additional privacy policies, services, user agreement, and any and all terms from Box.com, see https://www.box.com/legal/termsofservice and https://www.box.com/legal/privacypolicy or from our third parties and vendors.
2. COMPANY OBLIGATIONS
2.1 The Company will provide Services to Client in accordance with Studio MFP`s standard policies and procedures. The Company reserves the right to reject Clients for any other reason, in the Company`s sole discretion. The Company will be responsible for all aspects of providing the Services, which may require the use of a third party or independent contractor.
2.2 All Studio MFP rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and the Company may change its rules, policies and operating procedures from time to time in its sole discretion.
3. FEES AND PAYMENT
3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service.
3.2 Initial charges for service will be paid in advance of service. Thereafter, Studio MFP will attempt to charge Client’s credit card on the monthly anniversary date of the client first ordering services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. See Article 12 for interest rates.
3.3 Except in the case of a material breach of this agreement by Studio MFP, Studio MFP does not issue refunds of any fees for any reason.
3.4 Auto-renew: Client acknowledges and agrees that this Agreement shall automatically renew each month, on the monthly anniversary of the Effective Date.
3.5 Authorization Electronic Funds Transfer.
Client acknowledges and agrees that the Subscription Amount shall be paid to Company via an electronic funds transfer (“EFT”) which is incorporated herein by reference.
I, (“Client”) authorize Studio MFP, (“Company”) to originate electronic funds transfers (“EFT”) from the Financial Institution I subscribed with, and continuing each month on the anniversary of the beginning date until revoked by me in writing. This authorization replaces all previous authorizations that I may have made. I acknowledge that the origination of EFT transactions to my account must comply with the provisions on U.S. and Ohio law.
Client may terminate this Agreement upon providing Company with written notice at minimum thirty (30) days prior to the next date upon which this Agreement would typically automatically renew. See 3.4 for Auto-renew terms. Minimum one subscription month’s contracted payment will be required to terminate agreement. Each Agreement may be subject to their own contracted time. Contact us for more details regarding terminating your Agreement. Company does not issue any refunds for terminating this Agreement. See 3.3 for terms regarding refunds. Client shall be denied access to any and all cloud data and storage upon termination. Client acknowledges and agrees to indemnify, hold harmless and forever release Company from any and all liability that may stem from denying Client access to cloud data and storage.
(A) Company may terminate this Agreement for any reason in Company’s sole discretion. Further, Company will terminate this Agreement (1) upon discovering that Client is utilizing Company’s services in any manner that is unlawful and/or illegal in the State of Ohio; or (2) in the case of non-payment by Client, including but not limited to a reversal of an EFT and/or Company receiving notice of insufficient Client funds. Client agrees and acknowledges that Company may suspend and/or deny Client access to data consistent with the terms herein in the event Company terminates this Agreement, and Client agrees that Company shall not be liable to Client in any manner for doing so.
3.7 Change/Addition of Services.
In the event that Client wishes to modify, delete, and/or add to any of the services set forth herein, Client may do so by filling out the appropriate forms, or contacting the Company directly, and Client agrees to pay to Company any and all costs associated therewith in full in advance of services being rendered, or products being delivered.
4. WARRANTY DISCLAIMERS
Studio MFP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Client has option to provide content to the Company for use of marketing material on client’s behalf. Any content provided to the Company by the client Company may use stock images, media, or video for use on the Client’s social media accounts. Client does not own any copyright, trademark, release or any royalties to media provided by the Company, unless provided in writing and signed by both parties. The content provided by Studio MFP, and/or any third party, even if posted or shared on the Client’s Social Media Accounts, may not be reproduced in any manner without the Company’s explicitly written permission. This includes but is not limited to websites, marketing material, social media posts not created by the Company, or any form of internal use.
4.2 ADVERTISING RELEASE
The Client hereby assigns the Company the irrevocable and unrestricted right to use and publish logos, images, and/or videos of the Client, the Client’s business, whether they be from the Client’s website, social media, or provided by the Client, created by the company for the Client, or in which the CLIENT may be included, for editorial, trade, advertising, educational and any other purpose and in any manner and medium; to alter the same without restriction. In the event that the Company creates any content for the Client, to copyright the same without restriction, and the CLIENT releases all claims and copyrights to the COMPANY to profits that may arise from use of said images and videos.
(B) LOGO AND MARKETING MATERIAL GUIDELINES
The Client hereby assigns the Company the irrevocable and unrestricted right to use and publish the Client’s logo, brand, or any other marketing material for editorial, trade, advertising, educational and any other purpose and in any manner and medium, in accordance with the Client’s brand and marketing requirements and/or guidelines if provided by the Client. If not provided by the Client, the Company will use any logos on the Client’s website, or current social media accounts, at the Company’s sole discretion.
Client will indemnify and hold harmless Studio MFP and its customers, suppliers, directors, officers, agents, independent contractors, third parties, and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.
6. Warranties and Limit of Liability.
(A) Company warrants that under normal conditions of use and operation, the services furnished pursuant to this Agreement shall be free from defects in workmanship.
(B) Any warranty herein extends only to Client and not to any third parties. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR ANYONE ELSE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE OR DATA ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER OCCASSIONED.
(C) ANY WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(D) Company shall not be liable to Client, or to anyone who may claim any right due to a relationship with Client, for any acts or omissions in the performance of services under this Agreement or on the part of employees or agents of Company unless the acts or omissions are due to willful misconduct.
(E) Client agrees that the sole remedies for the breach of any warranties contained in this Agreement and the sole remedies for Company’s liability of any kind with respect to the services provided in this Agreement shall be limited to the remedies provided in this Agreement. Client further agrees that in no event shall Company’s liability to Client for damages of any nature exceed the total charges paid or payable for services during the term of this Agreement if the liability arises from said services.
(F) ONE YEAR LIMITATION ON ACTIONS. Any legal action or arbitration proceeding brought by Client that arises under or from this Agreement shall be commenced within one (1) year of the Effective Date of this Agreement or be forever barred.
7. Indemnification. Client shall indemnify and hold Company free and harmless from any and all obligations, costs, claims, judgments, and attorney fees, and attachments arising from, growing out of, or in any way connected with the services rendered to Client under this Agreement, unless Company is judged by a court of competent jurisdiction to be guilty of willful misconduct.
8. Delays. Company shall not be liable for any delays in performance directly or indirectly resulting from acts of Client, its agents, employees, or independent contractors, or causes beyond the control of Company. “Causes beyond the control of Company” include, but are not limited to acts of God; acts of a public enemy; acts of the United States or the District of Columbia, any State or Territory of the United States, or any of their political subdivisions; fire; flood; epidemics; quarantine restrictions; strikes, civil commotions, or revolution; freight embargoes; unusually severe weather conditions; or default of Company’s independent contractors or suppliers.
9. Parties Bound. This Agreement shall be binding on and inure to the benefit of Company and Client and their respective successors and (to the extent specified in any assignment) assigns.
10. Notices. Any notices between Company and Client shall be made by one party to the other party in writing to that party at the address shown at the beginning of this Agreement or at any other address that may be designated in writing from time to time by that party.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America, and more specifically, the State of Ohio. Client and Company additionally covenant and agree that any enforcement of this Agreement shall be properly venued either in the Franklin County Court of Common Pleas in Columbus, Ohio or in the United States District Court for the Southern District of Ohio, Eastern Division located in Columbus, Ohio, and the parties hereto further agree that they do hereby waive all questions of personal jurisdiction or venue for the purpose of giving effect to this provision.
12. Breach. In the event that Client breaches this Agreement, and/or Client fails to pay Company pursuant to this Agreement, interest shall accrue at eighteen percent (18%) compounded annually, from the date of Company’s earliest invoice that has been and/or is unpaid, and shall continue until the Purchase Price, and any Change Orders, are paid in full. Additionally, Client shall pay all attorney fees and costs incurred in collection activities commenced by Company against Client.
13. Severability. The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of any other provision of this Agreement. Further, it is not any of the parties’ intent to violate, nor do they believe they are violating, any civil or criminal laws in the enforcement of this Agreement.
14. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all previous oral and/or written communications between the parties. The terms of this Agreement are contractual and not a mere recital. No modification shall be binding on any of the parties hereto unless it has been agreed to by all the parties in writing, signed by them and identified as an amendment to this Agreement.
15. Counterparts. The parties agree that they may sign different copies of this Agreement, that each such counterpart shall be deemed an original part of the same Agreement and that this Agreement shall become fully effective when the last party affixes his or her signature to any copy of this Agreement even if the other party has not signed that same copy. An electronic signature shall be deemed an original signature for purposes of execution of this Agreement.
These Terms of Service were last revised on December 5, 2016.