THIS TERMS OF USE AGREEMENT
(the “Agreement”) constitutes a legally binding agreement by and between MIRANODESIGNS, LLC, a company organized under the laws of Belgium (“Mirano Designs”)and the client, whether personally or on behalf of an entity (“Client”), withregard to access and use of Mirano Designs’s website: https://www.miranodesigns.com/ (the“Website”) and any other media form, channel, mobile website or mobileapplication related, linked or otherwise connected thereto. Failure to agreeand adhere to all of the terms, conditions and obligations contained hereinresults in the express prohibition of the Client’s use of the Website, and theClient is ordered to discontinue use immediately. Thereafter the relationshipbetween Client and Mirano Designs shall cease and be of no further force andeffect between the parties, except that any obligation of Client to pay MiranoDesigns for services rendered shall remain and continue to be an ongoingobligation owed by Client to Mirano Designs.
1. IntellectualProperty Rights
Unless otherwise indicated,the Website is the property of Mirano Designs and all source code, databases,functionality, software, website designs, audio, video, text, photographs andgraphics of any nature and regardless of format (herein, collectively orindividually, the “Content”) and the trademarks, service marks, and logoscontained there (the “Marks”) are owned and controlled by Mirano Designs andare protected by copyright and trademark laws and any other applicableintellectual property law or regulation of the United States, foreignjurisdictions and international conventions. The Content and Marks are provided“As-Is” for your information and personal use only. Except as expresslyprovided 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 exploitedfor any commercial purpose whatsoever, without Mirano Designs’s express priorwritten permission. Mirano Designs reserves all rights in the Website, Contentand Marks.
2. Ownership ofMaterials
Notwithstanding MiranoDesigns’s ownership of Submissions, as described in Paragraph 4 (“ClientFeedback”), all design and original source files created on Client’s behalf(“Projects”) belong to Client, and Client shall be the sole owner of thecopyright for all Projects. In the event that any operation of law would cause MiranoDesigns to become the owner of a Project, in whole or in part, rather thanClient, Mirano Designs irrevocably and perpetually assigns its entire interestin the Project to Client, without limitation.Client warrants that any and allmaterials provided to Mirano Designs as examples or as material to beincorporated into a project during the design process are owned by Client anddo not infringe on or misappropriate any third party’s rights, including, butnot limited to, all intellectual property rights and any right of publicity. MiranoDesigns always reserves the right to share the Client's design work publicy(social media, website, etc.) unless agreed upon as stated in section 18 ofthis document.
3. Third-PartyFonts
In the event that anyProject incorporates fonts that are not owned by Mirano Designs and require acommercial license in order for Client to legally reproduce, distribute, orpublicly display the Project (“Third-Party Font(s)”), Mirano Designs willinform Client in writing that one or more Third-Party Fonts have beenincorporated into the Project and that Client will need to purchase one or morelicenses for the Third-Party Fonts from the rights-holder(s) of said ThirdParty Fonts in order to legally reproduce, distribute, or publicly display theProject. Said notice will include information sufficient for Client to identifywhich licenses are required and who to contact in order to purchase said licenses.So long as Mirano Designs has informedClient of the incorporation of Third-Party Fonts as described above, Clientassumes all responsibility for any consequences as a result of a failure byClient to purchase one or more licenses for any Third-Party Fonts incorporatedinto a Project.
4. UserRepresentations
By using the Website,Client represents and warrants that:Client has the legal capacity and agrees tocomply with these Terms of Use;Client is not a minor in the jurisdiction oftheir domicile;Client will not access the Website through automated ornon-human means;Client will not use the Website for any illegal or unauthorizedpurpose;Client’s use of the Website will not violate any applicable law orregulation.
5. Prohibited Activities
Client shall not access oruse 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 anycommercial endeavors except those related to the work performed by MiranoDesigns on behalf of the Client. Further, Client agrees to refrain from thefollowing:Make any unauthorized use of the Website;Retrieve data or content forthe purposes of creating or compiling a database or directory;Circumvent,disable, or otherwise interfere with security-related features on theWebsite;Engage in unauthorized framing or linking of the Website;Trick, defraudor mislead Mirano Designs or other users;Interfere with, disrupt or create anundue burden on the Website or Mirano Designs’s networks or servers;Use theWebsite in an effort to compete with Mirano Designs;Decipher, decompile,disassemble, or reverse engineer any of the software comprising or in any waymaking up a part of the Website;Bypass any measures on the Website designed toprevent or restrict access to the Website or any portion thereof;Harass, annoy,intimidate or threaten any of Mirano Designs’s employees, independentcontractors or agents providing services through the Website;Delete thecopyright or other rights notice from any Content;Copy or adapt the Website’ssoftwareUpload or transmit, or attempt to do so, viruses, Trojan horses, orother material including anything that interferes with any party’s use of theWebsite or modifies, impairs, disrupts, alters, or interferes with the use,features, functions, operations or maintenance of the Website;Upload ortransmit, or attempt to do so, any material that acts as a passive or activeinformation collection or transmission mechanism;Disparage, tarnish orotherwise harm Mirano Designs;Use the Website in a manner inconsistent with anyapplicable laws, statutes or regulations.
6. Client Feedback
Client acknowledges andagrees that any questions, comments, suggestions or other feedback orsubmission (each a “Submission”) shall be the sole property of Mirano Designsand Mirano Designs is under no obligation to keep a Submission confidential ortake steps necessary to ensure the confidentiality of a Submission. MiranoDesigns shall be the sole and exclusive owner of all rights related to theSubmission except to the extent that rights are granted to Client underParagraph 2 (“Ownership of Materials”), and shall at its sole andunrestricted discretion use and disseminate a Submission for any lawful purposewithout permission, acknowledgment or compensation of or to the Client. Clientagrees that it has the right to articulate and put forth the Submission andClient hereby waives all claims and recourse against Mirano Designs for its useof the Submission in accordance with the terms hereof and in its solediscretion hereafter.
7. Management and Oversite
Mirano Designs reserves theright to monitor the Website for violations of these Terms of Use and to takeappropriate legal action in response to a violation of the Terms of Use or anyapplicable law, statute or regulation. Mirano Designs further reserves theright to restrict or deny access to the Website or disable the Client’s use ofthe Website. Such decision shall be in the sole discretion of Mirano Designs,without notice or liability to Client. All decisions regarding the managementof the Website shall be at the sole discretion of Mirano Designs and shall bedesigned to protect Mirano Designs’s rights and property.
8. Privacy Policy
By using the Website,Client agrees to be bound and abide by the Privacy Policy and the terms moreparticularly set forth therein and adopted and incorporated herein. The Websiteis 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 governpersonal data collection, use or disclosure. Client’s continued use of theWebsite and transfer of data to the United States constitutes express consentof Client to the transfer and processing of data in the United States. MiranoDesigns does not knowingly accept or solicit information from individuals underthe age of 18. In accordance with the United States’ Children’s Online PrivacyProtection Act, upon the receipt of actual knowledge that an individual underthe age of 13 has provided personally identifiable information to MiranoDesigns without parental consent, Mirano Designs shall delete that informationas soon as reasonably practical.
9. Returns and Refunds
Mirano Designs reserves the right to deny refunds based on its own self discretion and without notice orliability 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 Mirano Designs are ownership of the company and are prohibited frombeing used by the Client in any way. Mirano Designs reserves the right to takeappropriate legal actions against Client for breach of this paragraph.
10. Modification
Mirano Designs reserves the right to change, alter, modify, amend or remove anything or any content on theWebsite for any reason at its sole discretion. Mirano Designs reserves theright to modify or discontinue all or part of the Website without notice andwithout liability to Client.
11. Connection Interruptions
Mirano Designs does notguaranty or warrant the Website will be available and accessible at all times.Issues with hardware, software or other items may result in interruption delaysor errors beyond Mirano Designs’s control. Client agrees that Mirano Designsshall not be liable to Client for any loss, damage or inconvenience caused byClient’s inability to access or use the Website during any interruption in theconnection or service.
12. Governing Law
These Terms of Use shall begoverned by and construed in accordance with the laws of the Belgium. without regard to conflict of law principals.
13. Litigation
Any legal action ofwhatever nature shall be brought in the state courts of Washington County,Maryland or in the United States District Court for the District of Maryland.The parties hereto consent to personal jurisdiction in said courts and waiveall defenses of lack of personal jurisdiction and forum non conveniens withrespect to venue and jurisdiction. Application of the United Nations Conventionon Contracts for the International Sale of Goods and the Uniform ComputerInformation Transaction Act are excluded from these Terms of Use.
14. Disclaimer
The Website is provided onan as-is, as-available basis. Client agrees that its use of the Website andServices are at Client’s sole risk. Mirano Designs 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 particularpurpose and non-infringement. Mirano Designs makes no warranties orrepresentations about the accuracy or completeness of the Website or any contentthereon or content of any websites linked to the Website and Mirano Designsassumes no liability for any errors, mistakes or inaccuracies of content andmaterials, personal injury or property damage, of any nature whatsoever,any unauthorized access to or use of Mirano Designs’s secure servers and/or anypersonal information and/or financial information stored therein, anyinterruption or cessation of transmission to or from the site, any bugs,viruses, Trojan horses or the like which may be transmitted to or through theWebsite by any third party and/or any errors or omissions in content andmaterials or for any loss or damage of any kind incurred as a result of the useof any content posted, transmitted or otherwise made available through theWebsite. Mirano Designs does not warrant, endorse, guarantee or assumeresponsibility for any product or service advertised or offered by a thirdparty either through the Website, a hyperlinked website or any website ormobile application featured in any advertising.
15. Limitations of Liability and Indemnification
Mirano Designs and itsdirectors, employees, members, independent contractors or agents shall not beliable 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 orlosses arising from Client’s use of the Website.Client agrees to defend,indemnify and hold harmless, Mirano Designs and its subsidiaries, affiliatesand all respective officers, members, agents, partners, employees andindependent contractors from and against any loss, damage, liability, claim ordemand including reasonable attorneys’ fees and expenses, made by any thirdparty due to or arising out of: (1) use of the Website; (2) breach of theseTerms of Use; (3) any breach of Client’s representations and warranties setforth herein; (4) Client’s violation of the rights of any third party,including but not limited to intellectual property rights. Notwithstanding theforegoing, Mirano Designs reserves the right, at Client’s expense, to assumecontrol and defense of any matter for which Client shall be required toindemnify Mirano Designshereunder. Client agrees to cooperate with the defenseof such claims.
16. User Data
Client is solelyresponsible for all data transmitted to or that relates to any activity Clienthas undertaken using the Website. Mirano Designs shall have no liability toClient for any loss or corruption of any such data and Client hereby waives anyright of action against Mirano Designs from any such loss or corruption.
17. Electroniccommunications, transactions and signatures
Client hereby consents toreceive electronic communications from Mirano Designs and Client agrees thatall agreements, notices, disclosures and other communications sent via email orthrough the Website satisfy any legal requirement that such communication be inwriting. Client hereby agrees to the use of electronic signatures, contracts,orders and other records, and to electronic delivery of notices, policies andrecords of transactions initiated or completed by Mirano Designs or through theWebsite. Client hereby waives any rights or requirements under any statutes,regulations, rules, ordinances or other laws in any jurisdiction which requirean original signature or delivery or retention of non-electronic records or topayments or the granting of credits by any means other than electronic.
18. Showcasing Design Work
Mirano Designs reserves to right to share design work on digital channels including social media, website,etc. unless otherwise agreed upon. The Client reserves the right to issue anNDA between themselves and Mirano Designs, which in turn would void the rightof Mirano Designs to share or discuss Client's work publicly.
19. Referrals
Referral tracking andpayouts are handled through our third-party partner, Rewardful.com.
20. Miscellaneous
These Terms of Use and anypolicies posted on the Website or regarding the Website constitute the entireagreement and understanding between the Client and Mirano Designs. Failure of MiranoDesigns to enforce any right or provision of these Terms of Use shall notoperate as a waiver of such right or provision. If any provision or part ofthese Terms of Use is determined to be unlawful, void or unenforceable, thatprovision shall be severed from these Terms of Use but shall not otherwiseaffect the validity or unenforceability of the remaining provisions herein.Nothing in these Terms of Use, the Privacy Policy or on the Website shall beconstrued to constitute the forming of a joint venture, partnership, employmentor agency relationship between Client and Mirano Designs.
20. Contact Information
For any questions orcomplaints regarding the Website, please contact Mirano Designs at: hello@miranodesigns.com.
