These Terms of Service (“Terms”) govern your use of mediazum.com and the software development, UI/UX design, and information-technology consulting services offered by Media Zum, a Wyoming limited liability company (“Media Zum,” “we,” “us”). By using the website or engaging us, you agree to these Terms. If you are accepting for a company, you represent that you have authority to bind that company, and “you” includes that company.
Services
We provide custom software services, including mobile application development, web application architecture, technical consulting, and interface design. A specific project begins only when both sides agree in writing — an order, proposal, or statement of work (“SOW”). The SOW controls scope, timeline, fees, and deliverables for that project. If an SOW conflicts with these Terms, the SOW controls for that project, except that these Terms control intellectual property, disclaimers, limitation of liability, and governing law unless the SOW says otherwise in a clause that names the section it changes.
Estimates are planning tools. They are not a guarantee of a date or a fixed price unless the SOW says the engagement is fixed-price. Work outside the agreed scope is a change, and we will agree the effect on fee and schedule before we do it.
Your responsibilities
You agree to:
- give us timely decisions, materials, and access that the work depends on;
- make sure you have the rights to any content, data, trademarks, and code you ask us to use;
- keep your own accounts, production data, and credentials secure, and rotate any credential you have shared with us when the engagement ends; and
- review deliverables in the acceptance window stated in the SOW, or within ten business days if the SOW is silent.
Delays caused by late feedback, missing access, or third-party outages move the schedule by at least the length of the delay. We are not responsible for a result that depended on information you did not give us.
Fees and payment
Fees, expenses, and payment timing are set in the SOW or invoice. Unless the SOW says otherwise, invoices are due within 15 days. Late amounts may accrue interest at 1.5% per month, or the highest rate Wyoming law allows, whichever is lower. We may pause work if an invoice is more than 15 days past due. Fees are quoted in U.S. dollars and do not include taxes. You are responsible for sales, use, or similar taxes, other than taxes on our net income.
Intellectual property
You keep all right, title, and interest in materials you provide to us (“Client Materials”). You grant us a limited license to use Client Materials solely to perform the engagement.
Upon your payment in full of the fees for a deliverable, we assign to you the intellectual property rights in that deliverable that we create specifically for you under the SOW, excluding the items below. Until payment in full, we retain those rights, and your license to use unpaid deliverables is limited to internal evaluation.
We do not assign, and we keep, the following:
- our pre-existing tools, libraries, templates, know-how, and generic components;
- anything we develop outside your project, or that is reusable across clients and does not contain your confidential information; and
- third-party and open-source software, which remains under its own license.
Where a deliverable includes our pre-existing materials, we grant you a perpetual, non-exclusive license to use, modify, and distribute those materials as part of that deliverable, and not as a standalone product. Open-source components are licensed to you under their public licenses, and those licenses control if they conflict with this section.
We may describe the engagement in general terms (industry, type of product) in our own materials. We will not publish your name, logo, or non-public screenshots without your written consent.
Confidentiality
Each side will protect the other side’s non-public information with reasonable care and will use it only to perform or receive the services. This duty does not cover information that is public through no fault of the receiver, that the receiver already knew, that the receiver independently develops, or that the receiver rightfully receives from someone else. A side may disclose confidential information if the law requires it, after giving notice when notice is legally allowed. If the parties sign a separate nondisclosure agreement, that agreement controls confidentiality for its term.
Third-party services
Projects often depend on services we do not control, such as app stores, cloud hosts, payment providers, and APIs. Those services have their own terms and can change or fail. We are not responsible for a third party’s outage, fee change, rejection of an app, or discontinuation of an API. App store review is decided by the store, not by us.
Service disclaimers
The website is provided for general information. It is not a commitment to take a project, and it is not legal, security, or investment advice.
Except as expressly stated in an SOW, the services and deliverables are provided “as is.” We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent Wyoming law allows. We do not warrant that software will be error-free, uninterrupted, or free of vulnerabilities, or that it will produce a particular business result, revenue, or ranking. Security work reduces risk. It does not eliminate it.
Limitation of liability
To the fullest extent Wyoming law allows, neither side will be liable to the other for indirect, incidental, special, consequential, cover, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Our total liability arising out of the website, a proposal, or an engagement will not exceed the fees you paid to Media Zum for that engagement during the three months before the claim. If the claim relates only to the website and no fees were paid, our total liability will not exceed one hundred U.S. dollars.
These limits do not apply to a side’s fraud, willful misconduct, or gross negligence, to your payment obligations, to your infringement of our intellectual property, or to a liability that Wyoming law does not allow a contract to limit. The allocations in this section are a basis of the bargain. They apply whether a claim is in contract, tort, or otherwise.
Indemnity
You will defend and indemnify Media Zum and its members against third-party claims that arise from Client Materials, from your use of a deliverable outside the scope we agreed, or from your breach of these Terms, including reasonable attorneys’ fees. We will give you prompt notice of the claim, and you will not settle it in a way that admits fault by us or imposes an obligation on us without our consent, which we will not unreasonably withhold.
Term and ending the work
These Terms apply while you use the website and for the life of any engagement. Either side may end an engagement for convenience with 14 days’ written notice, unless the SOW sets a different notice period. Either side may end immediately if the other side materially breaches and does not cure within 10 days after written notice, or if the other side becomes insolvent. On ending, you will pay for work performed and expenses incurred through the end date. Sections that by their nature should survive — including intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, and governing law — survive.
Governing law and venue
These Terms, and any dispute arising out of the website or our services, are governed by the laws of the State of Wyoming, without regard to conflict-of-law rules. The state and federal courts located in the State of Wyoming have exclusive jurisdiction, and each side consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before filing, the sides will try in good faith to resolve the dispute by discussion for at least 30 days after one side gives written notice of the dispute.
Other terms
These Terms and any SOW are the entire agreement on their subject and replace prior discussions about that subject. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remains in effect, and the provision will be modified to the minimum extent needed to make it enforceable. You may not assign an engagement without our consent. We may assign these Terms to a successor of the business. Neither side is liable for delay caused by events beyond reasonable control, including outages of third-party infrastructure, provided that payment obligations are not excused. Notices under these Terms may be sent by email and are effective when sent. Our notice address is contact@mediazum.com.
We may update these Terms by posting a new version on this page. The new version applies to the website as soon as it is posted, and to an engagement only if you agree or if the engagement starts after the update. An SOW already in progress stays under the Terms in effect when it was signed, unless you agree to the update.
Contact
Media Zum
30 E Main
Byron, WY 82412
United States
contact@mediazum.com