Last Updated: August 04, 2024
THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement between MDN Digital, a limited liability company organized under the laws of Brazil (“MDN”), and the customer, either in person or on behalf of an entity (“Customer”), regarding access to and use of the MDN website: https://www.mdndigital.co/ (the “Site”) and any other form of media, channel, mobile site, or mobile application related to, linked to or otherwise connected to it. The lack of agreement and adherence to all terms, conditions, and obligations contained herein results in the express prohibition of the use of the Site by the Customer, and the Customer is instructed to discontinue use immediately. Thereafter, the relationship between the Customer and MDN will cease and will no longer have effect between the parties, except that any obligation of the Customer to pay MDN for the services provided will remain and will continue to be an ongoing obligation owed by the Customer to MDN.
Unless otherwise indicated, the Site is the property of MDN and all source code, databases, functionalities, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (here, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned and controlled by MDN and are protected by copyright and trademark laws and any other applicable intellectual property laws or regulations Brazil, foreign jurisdictions, and international conventions. The Content and Marks are provided “as is” for your information and personal use only. Except as expressly provided in this document, no part of the Site and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or exploited in any way for any commercial purpose, without the prior written permission of MDN. MDN reserves all rights in the Site, Content and Marks.
Notwithstanding MDN's ownership of Submissions, as described in Paragraph 4 (“Customer Feedback”), all original designs and source files created on behalf of the Customer (“Projects”) belong to the Customer, and the Customer will be the sole copyright owner of all Projects. In the event that any operation of law causes MDN to become the owner of a Project, in whole or in part, instead of the Client, MDN irrevocably and perpetually assigns all its interest in the Project to the Client, without limitation. The Customer warrants that any and all materials provided to MDN as examples or as material to be incorporated into a project during the design process are the property of the Customer and do not infringe or misappropriate any third party rights, including, but not limited to, all intellectual property rights and any right of publicity. MDN always reserves the right to share the Client's design work publicly (social networks, website, etc.), unless agreed as stated in section 18 of this document.
In the event that any Project incorporates sources that are not owned by MDN and require a commercial license in order for the Customer to legally reproduce, distribute, or publicly display the Project (s) (“Third Party Source (s)”), MDN will inform the Customer in writing that one or more Third Party Sources have been incorporated into the Project and that the Customer will need to purchase one or more licenses for the Third Party Sources from the rights holders of those Third Party Sources to legally reproduce, distribute, or publicly display the Project. This notice will include sufficient information for the Customer to identify which licenses are required and who to contact to purchase those licenses. Provided that MDN has informed the Customer about the incorporation of Third Party Sources as described above, the Customer assumes all responsibility for any consequences resulting from a Customer's failure to purchase one or more licenses for any Third Party Sources incorporated into a Project.
By using the Site, the Customer declares and guarantees that: The Customer has the legal capacity and agrees to comply with these Terms of Use; The Customer is not a minor in the jurisdiction of their domicile; The Customer will not access the Site by automated or non-human means; The Customer will not use the Site for any illegal or unauthorized purpose; The use of the Site by the Customer will not violate any applicable law or regulation.
The Customer must not access or use the Site for any purpose other than that for which the Site is made available to the Customer. The Site cannot be used in connection with any commercial endeavor, except those related to the work carried out by MDN on behalf of the Customer. In addition, the Customer agrees to refrain from: Making any unauthorized use of the Site; Retrieving data or content for the purpose of creating or compiling a database or directory; Bypassing, disabling, or otherwise interfering with security features on the Site; Engaging in unauthorized framing or linking of the Site; Deceiving, defrauding, or deceiving MDN or other users; Interfering, interrupting, or creating an undue load on the Site or MDN's networks or servers; Using the Site in an effort to compete with MDN; Decipher, decompile, disassemble or reverse engineer any software that forms part of or in any way makes up the Site; Ignore any measure on the Site designed to prevent or restrict access to the Site or any part of it; Harass, harass, intimidate, or threaten any employee, independent contractor, or agent of MDN who provides services through the Site; Delete copyright or other rights notice from any Content; Copy or adapt the Site's software, upload or transmit, or attempt to do so, viruses, Trojan horses, or other materials, including anything that interferes with the use of any party or modifies, impairs, alters, or interferes with the use, features, functions, operations, or maintenance of the Site; Upload or transmit, or attempt to do so, any material that acts as a mechanism for collecting or transmitting passive or active information; Defame, tarnish, or otherwise harm MDN; Use the Site in a manner inconsistent with any applicable law, statute, or regulation.
The Customer acknowledges and agrees that any questions, comments, suggestions, or other feedback or submissions (each, a “Submission”) will be the exclusive property of MDN and MDN has no obligation to keep a Submission confidential or to take steps necessary to ensure the confidentiality of a Submission. MDN will be the sole and exclusive owner of all rights related to the Submission, except to the extent that rights are granted to the Customer under Paragraph 2 (“Ownership of the Materials”), and will use and disseminate a Submission at its sole and unrestricted discretion for any legal purpose, without permission, recognition or compensation to the Customer. The Customer agrees that it has the right to articulate and submit the Submission and waives all claims and remedies against MDN for its use of the Submission in accordance with the terms of this document and at its sole discretion hereafter.
MDN reserves the right to monitor the Site for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute, or regulation. MDN also reserves the right to restrict or deny access to the Site or to disable the Customer's use of the Site. Such decision will be at the sole discretion of MDN, without notice or liability to the Customer.
By using the Site, the Customer agrees to be bound by and comply with the Privacy Policy and the terms more fully established therein and adopted and incorporated into this document. The Site is hosted in Brazil. Accessing the Site from the USA, Asia, or another region of the world may result in the applicability of laws, statutes, or regulations other than those in Brazil that govern the collection, use, or disclosure of personal data. The Customer's continued use of the Site and the transfer of data to Brazil constitute the Customer's express consent to the transfer and processing of data in Brazil. MDN does not accept or request information from individuals under 18. According to Brazil's Children's Online Privacy Protection Act, upon receiving actual knowledge that an individual under 13 provided personally identifiable information to MDN without parental consent, MDN will delete that information as soon as possible.
MDN reserves the right to deny refunds based on its own
refund policy, which may be changed from time to time at the discretion of MDN. The Customer can find more detailed information about the return and refund policy on the Site.
The Customer agrees that these Terms of Use will remain in full force and effect while using the Site. MDN reserves the right to terminate the use of or access to the Site for any reason, without notice and at its sole discretion. All provisions of these Terms of Use that must survive termination or expiration to fulfill their purposes will remain in full force and effect indefinitely. Specific terms regarding the payment of fees to MDN will survive the termination, as described in Section 1.
MDN reserves the right to change, modify, or remove the content of the Site at any time and for any reason, at its sole discretion and without notice. MDN also reserves the right to modify or discontinue the Site or any part of it without notice and at any time. MDN will not be liable to the Customer or third parties for any modification, suspension, or discontinuation of the Site. MDN cannot guarantee that the Site will be available at all times. MDN may experience hardware, software, or other problems or may need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. MDN reserves the right to change, revise, update, suspend, discontinue, or modify the Site at any time or for any reason, without notice. The Customer agrees that MDN has no responsibility for any loss, damage, or inconvenience caused by the Customer's inability to access or use the Site during any period of inactivity or discontinuation of the Site. Nothing in these Terms of Use shall be construed as an obligation of MDN to maintain and support the Site or to provide any corrections, updates, or releases related to it.
These Terms of Use are governed and interpreted in accordance with the laws of Brazil, regardless of its conflicts of law principles. The Customer agrees to submit to the personal jurisdiction of the courts located in Brazil, which will have exclusive jurisdiction over any dispute that arises or relates to the use of the Site.
To expedite the resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by the Customer or MDN (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. These informal negotiations begin upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except for the Disputes expressly excluded below) will be resolved by binding arbitration under the Brazilian Arbitration Law. The arbitration will be conducted by a single neutral arbitrator and, unless otherwise provided in this document, will be conducted in accordance with the Brazilian Arbitration Rules. The arbitration will take place in Brazil. The arbitrator's decision will be final and binding, and any court of competent jurisdiction may enter into judgment on it.
The Parties agree that any arbitration will be limited to the Dispute between the Parties individually. To the maximum extent permitted by law, (i) no arbitration will be joined to any other process; (ii) there is no right or authority for any Dispute to be arbitrated on a class action basis or to utilize class action proceedings; and (iii) there is no right or authority for any Dispute to be brought in its purported representative capacity on behalf of the general public or any other person.
The Parties agree that the following Disputes are not subject to the above provisions regarding informal negotiations and arbitration: (i) any Disputes seeking to impose or protect, or concerning the validity of any of a Party's intellectual property rights; (ii) any Dispute related to or arising from allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, neither Party will choose to arbitrate any Dispute that falls under that part of this provision that is found to be illegal or unenforceable, and such Dispute will be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, prices, availability, and various other information. MDN reserves the right to correct any errors, inaccuracies, or omissions and to change or update information on the Site at any time, without notice.
THE SITE IS PROVIDED AS IS AND AS AVAILABLE. THE CUSTOMER AGREES THAT THE USE OF THE SITE'S SERVICES WILL BE AT THEIR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MDN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND CUSTOMER USE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MDN MAKES NO GUARANTEES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE SITE OR THE CONTENT OF ANY SITE LINKED TO THE SITE AND ASSUMES NO RESPONSIBILITY FOR ANY (I) ERRORS, ERRORS, OR INACCURACIES IN CONTENT AND MATERIALS, (II) PERSONAL INJURY OR MATERIAL DAMAGE, OF ANY NATURE, RESULTING FROM THE CLIENT'S ACCESS AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS OR USE OF MDN'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THEM, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY 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 VIA THE SITE. MDN DOES NOT GUARANTEE, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED SITE, OR ANY MOBILE SITE OR APPLICATION DISPLAYED ON ANY BANNER OR OTHER ADVERTISING, AND MDN WILL NOT BE A PARTY TO OR BE RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN THE CUSTOMER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
UNDER NO CIRCUMSTANCES WILL MDN OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA, OR OTHER DAMAGES RESULTING FROM THE USE OF THE SITE BY THE CUSTOMER, EVEN IF MDN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS DOCUMENT, MDN'S LIABILITY TO THE CLIENT FOR ANY CAUSE AND REGARDLESS OF THE FORM OF THE ACTION WILL ALWAYS BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE CUSTOMER TO MDN DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION. CERTAIN STATE LAWS AND INTERNATIONAL JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE CUSTOMER, SOME OR ALL OF THE ABOVE EXEMPTIONS OR LIMITATIONS MAY NOT APPLY TO THE CUSTOMER, AND THE CUSTOMER MAY HAVE ADDITIONAL RIGHTS.
The Customer agrees to defend, compensate, and hold MDN, including its subsidiaries, affiliates, and all of their respective officers, agents, partners, and employees, harmless from and against any loss, damage, liability, claim, or demand, including attorney's fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) violation of these Terms of Use; (3) any violation of its representations and warranties set forth in these Terms of Use; (4) violation of the rights of third parties, including, but not limited to intellectual property rights; or (5) any obvious harmful act in relation to any other user of the Site with whom the Customer connected through the Site. Notwithstanding the foregoing, MDN reserves the right, at the expense of the Customer, to assume the exclusive defense and control of any matter for which the Customer is obliged to compensate MDN, and the Customer agrees to cooperate, at the Customer's expense, with MDN's defense of these claims. MDN will use reasonable efforts to notify the Customer of any claim, action, or proceeding that is subject to this compensation upon becoming aware of this.
MDN will keep certain data that the Customer transmits to the Site for the purpose of managing the Site's performance, as well as data related to the Customer's use of the Site. Although MDN performs regular data backups, the Customer is solely responsible for all data that it transmits or that relates to any activity it has carried out using the Site. The Customer agrees that MDN shall have no liability to him for any loss or corruption of such data, and the Customer waives any right of action against MDN arising from such loss or corruption of such data.
Visiting the Site, sending emails to MDN, and completing online forms constitute electronic communications. The Customer consents to receiving electronic communications and agrees that all agreements, notices, disclosures, and other communications provided electronically, via email, and on the Site, meet any legal requirement that such communication be in writing. THE CUSTOMER AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR CONCLUDED BY MDN OR THE SITE. The Customer waives any rights or requirements under any statutes, regulations, rules, decrees, or other laws in any jurisdiction that require an original signature or the delivery or retention of non-electronic records, or payment or granting of credit by any means other than electronic.
These Terms of Use and any operating policies or rules published by MDN on the Site or in relation to the Site constitute the entire agreement and understanding between the Customer and MDN. Failure to exercise or enforce any right or provision of these Terms of Use will not act as a waiver of such right or provision. These Terms of Use operate to the maximum extent permitted by law. MDN may assign any or all of its rights and obligations to others at any time. MDN will not be responsible for any loss, damage, delay, or lack of action caused by any cause beyond MDN's reasonable control. If any provision or part of a provision of these Terms of Use is determined to be illegal, void, or unenforceable, that provision or part of the provision is considered severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. No joint venture, partnership, employment, or agency relationship is created between the Customer and MDN as a result of these Terms of Use or the use of the Site. The Customer agrees that these Terms of Use will not be interpreted against MDN by virtue of having drafted them. The Customer waives any and all defenses it may have based on the electronic form of these Terms of Use and the lack of a signature by the parties to enforce these Terms of Use.
To resolve a complaint about the Site or to receive more information regarding the use of the Site, please contact us at: marketing@mdndigital.co