Terms of Service
Last updated: May 28, 2026
PLEASE READ THESE TERMS CAREFULLY. These Terms of Service (the "Terms" or "Agreement") constitute a legally binding agreement between MM Web Solutions LLP, a Texas limited liability partnership ("MM Web Solutions," "we," "us," or "our"), and any individual or entity that engages our services, signs a Statement of Work, accepts a quote, pays an invoice, or accesses or uses this website ("you," "your," or "Client"). By engaging our Services or using this website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use our Services or website. These Terms include a mandatory arbitration clause and class action waiver in Section 18.
1. Definitions
"Services" means any work performed by MM Web Solutions LLP for Client, including website design, web development, web application development, search engine optimization, consulting, maintenance, and related services. "Deliverables" means the final work product produced and accepted under an engagement. "SOW" or "Statement of Work" means a written proposal, quote, scope document, or engagement letter that defines a specific engagement and is accepted by Client (including by signature, electronic acceptance, payment of a deposit, or written confirmation). "Client Materials" means any content, data, text, images, code, trademarks, logos, credentials, or other materials Client provides to us. "Third-Party Services" means software, hosting providers, plugins, payment processors, fonts, APIs, content delivery networks, libraries, or any other tools or services owned, operated, or provided by parties other than MM Web Solutions LLP.
2. Acceptance and Modification
2.1 You agree to these Terms by engaging our Services, signing an SOW, paying an invoice, or continuing to use this website.
2.2 We may modify these Terms at any time by posting an updated version on this website. The "Last updated" date reflects the most recent version. Material changes affecting an active engagement will not apply retroactively without your written consent. Continued use of the website or Services after changes constitutes acceptance of the modified Terms.
2.3 In the event of a conflict between these Terms and a signed SOW, the SOW controls only with respect to the specific provisions it expressly addresses; in all other respects, these Terms govern.
3. Services and Scope
3.1 The specific scope, deliverables, timeline, and fees for each engagement will be set out in the applicable SOW. We perform only the Services described in that SOW.
3.2 Changes to project scope, requirements, content, or deliverables ("Change Orders") require written approval by both parties and may result in additional fees and timeline extensions. Verbal requests do not constitute Change Orders.
3.3 MM Web Solutions LLP may, in its sole discretion, decline or terminate any engagement that becomes unworkable due to client conduct, scope creep, non-payment, illegal activity, or material misrepresentation.
4. Client Responsibilities
4.1 You agree to: (a) provide accurate, complete, and timely information, content, materials, feedback, and approvals; (b) designate an authorized representative empowered to make decisions on your behalf; (c) review and respond to deliverables, proofs, and questions within reasonable time frames; (d) provide all credentials, accounts, hosting access, and third-party logins necessary to perform the Services; (e) comply with all applicable federal, state, local, and international laws, including but not limited to intellectual property, privacy, data protection, accessibility, advertising, and consumer protection laws.
4.2 Delays caused by you (including failure to provide content, approvals, or feedback within agreed time frames) will extend the project timeline by an equivalent period, and we shall have no liability for resulting delays.
4.3 If you become unresponsive for thirty (30) consecutive days during an active engagement, we may declare the project abandoned. Abandoned projects forfeit any deposits and amounts paid for work performed, and additional fees may apply to resume work.
5. Payment Terms
5.1 Deposit. A non-refundable deposit of fifty percent (50%) of the total project fee is required before Services commence, unless otherwise specified in the SOW.
5.2 Balance. The remaining balance is due upon project completion and prior to final delivery, launch, or transfer of credentials, unless otherwise agreed in writing.
5.3 Invoicing. Invoices are payable within fourteen (14) days of issuance.
5.4 Late Payment. Past-due invoices accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Texas law. We may, at our sole discretion, suspend work, withhold deliverables, disable or remove launched sites, and decline to transfer accounts or source files until past-due amounts are paid in full. We are not liable for any damages arising from such suspension.
5.5 Collection Costs. You shall reimburse MM Web Solutions LLP for all reasonable costs of collection, including reasonable attorneys' fees, court costs, and arbitration fees, to the maximum extent permitted by Texas law.
5.6 Taxes. All fees are exclusive of sales, use, value-added, withholding, or similar taxes. You are responsible for paying all such taxes, except for taxes on our net income.
5.7 No Refunds. All fees paid for Services already performed are non-refundable. Deposits are non-refundable in all circumstances except where required by applicable law.
5.8 Chargebacks. You agree not to initiate any chargeback, payment reversal, or dispute with your payment processor for legitimate invoices. Unjustified chargebacks may be treated as breach of these Terms and grounds for collection action.
5.9 Prepayment Plans. Client may elect to prepay multiple months of the Monthly Fee in advance for a discount as specified in the SOW or invoice (for example, a 6-month prepayment at a five percent (5%) discount). Prepaid amounts are applied month-by-month against the Monthly Fee as it accrues. If Client cancels the Managed Service during a prepayment period, the unused portion of the prepayment is refunded to Client at the prepaid (discounted) per-month rate, less any past-due amounts and any non-cancelable third-party costs incurred for the prepaid period.
6. Timeline and Delivery
6.1 All project timelines and dates communicated by us are good-faith estimates only and are not guaranteed. Time is not of the essence under these Terms.
6.2 We are not liable for any delay or failure caused by: (a) your failure to provide required materials, content, feedback, approvals, or payment on time; (b) Change Orders; (c) Third-Party Services, hosting issues, software bugs, API changes, or platform deprecations; (d) Force Majeure Events (see Section 17); (e) any other cause outside our reasonable control.
6.3 Acceptance. Deliverables are deemed accepted upon the earlier of: (a) your written acceptance; (b) launch, deployment, or use of the Deliverable in production; or (c) the passage of seven (7) days from delivery without written notice of a specific, material defect.
7. Intellectual Property
7.1 Client Materials. You retain all ownership of Client Materials. You grant us a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, modify, store, display, and incorporate Client Materials solely for the purpose of performing the Services and for our portfolio use under Section 7.5.
7.2 Client Warranty. You represent and warrant that you own or have all necessary rights, licenses, permissions, and consents to provide and use the Client Materials, and that the Client Materials do not and will not: (a) infringe or misappropriate any third party's intellectual property, privacy, publicity, or contractual rights; (b) defame any person; (c) violate any law, regulation, or industry code. This warranty is a continuing warranty that survives termination.
7.3 Deliverables. Upon receipt of full payment of all amounts due under the applicable SOW, we assign to you all right, title, and interest in and to the final, accepted Deliverables created specifically for you under that SOW, subject to Section 7.4. Until full payment is received, all Deliverables remain our exclusive property, and any use of unpaid Deliverables constitutes copyright infringement.
7.4 MM Web Solutions Reserved IP. Notwithstanding Section 7.3, we retain all right, title, and interest in: (a) any pre-existing tools, frameworks, libraries, code components, design patterns, templates, methodologies, software, processes, or know-how owned, licensed, or developed by us prior to or outside of the engagement; (b) Third-Party Services and open-source software, which remain subject to their own license terms; (c) general skills, techniques, ideas, concepts, and learning gained while performing Services. For any MM Web Solutions Reserved IP incorporated into the Deliverables, we grant you a perpetual, non-exclusive, non-transferable, royalty-free license to use such IP solely as embedded in the Deliverables, subject to applicable third-party license terms.
7.5 Portfolio and Marketing Rights. Unless expressly prohibited in writing in the SOW, MM Web Solutions LLP may use non-confidential portions of the Deliverables — including screenshots, video, descriptions, your name, your logo, and high-level project outcomes — in our portfolio, case studies, social media, proposals, advertising, and other marketing materials, in perpetuity and worldwide. You grant us a perpetual, irrevocable, worldwide, royalty-free license for such use.
8. Third-Party Services and Open-Source Components
8.1 The Deliverables may incorporate Third-Party Services. You acknowledge and agree that: (a) you are responsible for all fees, licenses, terms of service, and privacy policies of Third-Party Services used in or with the Deliverables; (b) Third-Party Services may change, be deprecated, become unavailable, change pricing, or experience outages without notice; (c) we are not the provider of and are not responsible or liable for any Third-Party Service, including any malfunction, data loss, security breach, outage, pricing change, account suspension, change in features, or change in terms; (d) we make no warranties regarding Third-Party Services.
8.2 You agree to maintain all necessary accounts, payment methods, licenses, and renewals for Third-Party Services after launch.
9. Hosting, Domain & Managed Service
9.1 Standard Offering. Unless otherwise stated in the SOW, MM Web Solutions LLP provides a managed hosting and support service for the website we build for you (the "Managed Service"), billed on a recurring monthly basis ("Monthly Fee"). The Monthly Fee amount is set out in the applicable SOW or invoice.
9.2 What's Included. The Monthly Fee includes: (a) virtual private server (VPS) hosting with reasonable bandwidth allocation appropriate to the site's traffic; (b) domain registration and renewal (if registered through us); (c) SSL certificate maintenance (via Let's Encrypt or equivalent provider); (d) uptime monitoring; (e) bug fixes for issues in the work we built; (f) up to two (2) hours per month of minor content updates (such as text edits, photo replacements, hours or menu changes, and contact information updates); (g) email support with a target response time of one (1) business day; and (h) backups taken before any major site update.
9.3 What's Not Included. The Monthly Fee does NOT include: (a) major redesigns, new pages, or new features (separate quote required); (b) content writing, copywriting, photography, or videography; (c) third-party software licenses, plugins, premium fonts, or paid services; (d) recurring scheduled backups beyond those described in Section 9.2(h); (e) security patches for any client-managed third-party software, content management systems, or open-source frameworks (these are out of scope unless agreed in writing); (f) any service unrelated to the original Deliverable. Work outside the Managed Service is billed at our then-current hourly rate or via a separate SOW or Change Order.
9.4 Domain Ownership. If we register a domain on your behalf, the domain is registered under our administrative control during the term of the Managed Service to facilitate hosting, DNS, and renewals. The underlying domain is held for your benefit and will be transferred to a registrar account in your name upon written request, subject to ICANN transfer rules and your payment of any applicable transfer fees and future renewal fees. If you already own a domain, you retain that ownership; you must provide us with the access necessary to configure DNS and connect it to our hosting.
9.5 Term. The Managed Service is provided on a month-to-month basis commencing on the date of site launch and continues until cancelled in accordance with Section 9.7. There is no minimum commitment period.
9.6 Billing & Payment. Monthly Fees are billed in advance and due on the same date each calendar month (the "Billing Date"). Past-due Monthly Fees are subject to the late-payment and collection terms in Section 5. If a Monthly Fee is more than thirty (30) days past due, we may, at our sole discretion: (a) suspend the Managed Service; (b) take the site offline; (c) decline to provide files, transfer the domain, or perform any further work until past-due amounts are paid in full. We are not liable for any damages arising from such suspension or take-down.
9.7 Cancellation.
(a) By Client: You may cancel the Managed Service at any time by providing at least thirty (30) days' written notice to [email protected]. The Managed Service ends at the conclusion of the billing cycle in which the notice period expires. Monthly Fees already paid through the end of that billing cycle are non-refundable.
(b) By MM Web Solutions LLP: We may terminate the Managed Service for cause (including non-payment, abusive conduct, or material breach) per the termination provisions in Section 14.
9.8 Effect of Cancellation. Upon termination of the Managed Service: (a) upon your written request to [email protected] and payment of any past-due amounts, we will deliver an export of the final source files and content for your site (the "Site Export") within thirty (30) days of the request. The Site Export will be provided in a reasonable format we determine; we are not obligated to deliver in any specific file format, framework, or platform, nor to assist with installation, configuration, hosting setup, or deployment of the exported files in a new environment. Site Export requests received more than ninety (90) days after termination may, at our sole discretion, be declined or subject to an additional retrieval fee; (b) at your written request, we will initiate transfer of the domain (if registered through us) to a registrar account you designate, subject to ICANN transfer requirements and your payment of any applicable fees; (c) you are responsible for arranging and paying for replacement hosting; (d) site migration to a different host is a separate paid service quoted on request; (e) the site hosted by us will go offline at the end of the final paid billing cycle unless you have arranged replacement hosting and migration before that date.
9.9 Client-Owned Hosting/Domain. If you elect to use your own hosting or your own pre-existing domain (or wish to acquire and manage them yourself rather than through our Managed Service), the SOW will set out the alternative support arrangement, if any. We are not responsible for performance, security, compatibility, or downtime issues arising from any hosting environment we did not provision and do not control.
9.10 Service Levels. While we use commercially reasonable efforts to maintain site availability and respond to support requests within the targets described in Section 9.2(g), we do not commit to specific uptime percentages, service-level agreements, or response-time guarantees beyond what is stated in this Agreement or an SOW. Routine maintenance windows, third-party outages, and Force Majeure Events (Section 17) are excluded from any availability expectations.
9.11 Bandwidth, Storage & Fair Use. The Managed Service is provided subject to fair-use limits. Sites that consume disproportionate bandwidth, CPU, storage, or other resources (for example, due to a viral traffic event, an unusually large media library, or unanticipated growth) may, at our discretion, be migrated to a larger plan with a correspondingly higher Monthly Fee, with reasonable advance notice to you.
9.12 File Requests During Active Engagement. During an active Managed Service, you may request a copy of source files or content for backup, review, or archival purposes by submitting a written request to [email protected]. We will deliver such files within thirty (30) days of receipt of your written request, subject to your account being current on all fees. Verbal requests, requests made by parties other than the authorized client representative, and requests made through unofficial channels (e.g., social media, text message, or third-party communications) do not trigger this obligation. We reserve the right to charge a reasonable export fee of one hundred fifty dollars ($150.00) per request beyond two (2) requests in any rolling twelve-month period, to cover packaging, review, and delivery time. File requests during an active engagement do not transfer additional ownership rights beyond those set out in Section 7, do not constitute Change Orders, and do not relieve you of any obligation under this Agreement or the applicable SOW.
10. Warranties and Disclaimers
10.1 Limited Warranty. We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. You must notify us in writing of any breach of this warranty within thirty (30) days of delivery. Our sole obligation and your sole remedy under this warranty is, at our sole discretion, to (a) re-perform the affected Services or (b) refund the fees paid for the specific Services that breached the warranty.
10.2 DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES, DELIVERABLES, AND OUR WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MM WEB SOLUTIONS LLP MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPATIBILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
10.3 SPECIFIC DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (a) THE DELIVERABLES OR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY BUSINESS, FINANCIAL, OR PERFORMANCE RESULT WILL BE ACHIEVED, INCLUDING SALES, LEADS, CONVERSIONS, RANKINGS, TRAFFIC, OR REVENUE; (c) THE DELIVERABLES WILL REMAIN COMPATIBLE WITH FUTURE BROWSERS, DEVICES, OPERATING SYSTEMS, OR THIRD-PARTY SERVICES; (d) ANY SEARCH ENGINE INDEXING, RANKING, OR SEO OUTCOMES WILL BE ACHIEVED OR MAINTAINED — SUCH OUTCOMES DEPEND ON SEARCH-ENGINE ALGORITHMS, CONTENT QUALITY, COMPETITION, AND OTHER FACTORS WHOLLY OUTSIDE OUR CONTROL; (e) THE DELIVERABLES WILL COMPLY WITH ANY SPECIFIC ACCESSIBILITY, REGULATORY, OR INDUSTRY STANDARD UNLESS EXPRESSLY AGREED IN THE SOW.
10.4 No Legal, Tax, or Compliance Advice. MM Web Solutions LLP is not a law firm, accounting firm, or compliance consultancy and does not provide legal, tax, regulatory, accessibility, medical, or financial advice. You are solely responsible for the legal review and compliance of your website content, privacy policy, terms of service, cookie practices, accessibility (including ADA and WCAG conformance), data protection (including GDPR, CCPA/CPRA, HIPAA, COPPA, and similar laws), advertising claims, and any industry-specific regulations applicable to your business.
11. Limitation of Liability
11.1 CAP ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MM WEB SOLUTIONS LLP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, ANY SOW, OR ANY SERVICES, REGARDLESS OF THE LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO MM WEB SOLUTIONS LLP FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.2 EXCLUDED DAMAGES. IN NO EVENT SHALL MM WEB SOLUTIONS LLP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST CUSTOMERS, LOST DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM — EVEN IF MM WEB SOLUTIONS LLP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
11.3 Basis of the Bargain. You acknowledge that the limitations, disclaimers, and exclusions in Sections 10 and 11 are a material basis of the bargain between the parties, that fees reflect these allocations of risk, and that we would not enter into this Agreement without them. These limitations apply notwithstanding any failure of essential purpose.
12. Indemnification
12.1 By Client. You agree to indemnify, defend, and hold harmless MM Web Solutions LLP and its partners, members, employees, contractors, agents, successors, and assigns (collectively, the "Indemnitees") from and against any and all third-party claims, demands, lawsuits, actions, proceedings, damages, losses, settlements, judgments, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys' fees, expert fees, and court or arbitration costs) arising out of or related to: (a) Client Materials, including any claim that they infringe, misappropriate, or violate any third party's rights; (b) your use, operation, distribution, sale, or marketing of the Deliverables; (c) your website content, products, services, or business practices after launch; (d) your breach of these Terms, any SOW, your representations and warranties, or applicable law; (e) your violation of any privacy, data protection, accessibility, consumer-protection, advertising, intellectual property, or industry-specific law or regulation; (f) any claim brought by your customers, end users, employees, partners, or other third parties.
12.2 Procedure. We will promptly notify you of any claim subject to indemnification; provided that any failure to notify will not relieve you of your indemnification obligations except to the extent you are materially prejudiced. You may control the defense with counsel reasonably acceptable to us, provided that any settlement that imposes any obligation on, restricts, or admits any liability of MM Web Solutions LLP requires our prior written consent.
13. Confidentiality
13.1 Each party may receive non-public information from the other party in connection with the Services ("Confidential Information"). Each party agrees to: (a) use Confidential Information only to perform or receive the Services; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Section.
13.2 Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; (d) is received from a third party without confidentiality obligations; or (e) must be disclosed by law, court order, or government authority — provided the receiving party gives the disclosing party prompt notice and reasonable opportunity to object where legally permitted.
14. Termination
14.1 By Either Party for Convenience. Either party may terminate an active engagement upon seven (7) days' written notice. You shall pay for all Services performed through the effective date of termination, plus any non-cancelable third-party costs we have incurred or committed to. Deposits and amounts paid for Services already performed are non-refundable.
14.2 By MM Web Solutions LLP for Cause. We may suspend Services and/or terminate immediately, without liability, upon your: (a) failure to pay any invoice when due (after a 7-day cure period); (b) material breach of these Terms or any SOW that is not cured within fourteen (14) days of written notice; (c) unethical, illegal, or fraudulent conduct; (d) misrepresentation; (e) abusive, harassing, or threatening conduct toward our personnel; (f) insolvency, assignment for the benefit of creditors, or filing of bankruptcy.
14.3 Effect of Termination. Upon termination: (a) all unpaid amounts for Services rendered through the termination date become immediately due and payable; (b) you receive only those Deliverables that have been fully paid for in their accepted form; rights to any work-in-progress, unpaid drafts, and pre-final Deliverables remain solely with MM Web Solutions LLP; (c) deposits and amounts paid for Services already performed are non-refundable.
14.4 Survival. Sections 5 (Payment Terms), 7 (Intellectual Property), 8 (Third-Party Services), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), 14.4 (Survival), 15 (Independent Contractor), 16 (Non-Solicitation), 17 (Force Majeure), 18 (Governing Law and Dispute Resolution), 19 (Notices), and 20 (General), together with any other provision that by its nature should survive, will survive any termination or expiration of these Terms or any SOW.
15. Independent Contractor
15.1 MM Web Solutions LLP performs the Services as an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf. Each party is responsible for its own taxes, withholding, insurance, and benefits.
16. Non-Solicitation
16.1 During any active engagement and for a period of twelve (12) months following its conclusion, you shall not, directly or indirectly, solicit for hire, hire, engage as a contractor, or otherwise retain the services of any partner, member, employee, or contractor of MM Web Solutions LLP without our prior written consent. If you breach this Section, you agree to pay us, as liquidated damages and not as a penalty, an amount equal to one hundred percent (100%) of the annualized compensation of the solicited individual at the time of solicitation.
17. Force Majeure
17.1 Neither party shall be liable for any delay or failure to perform (other than for payment obligations) caused by events beyond its reasonable control, including: acts of God; natural disasters (fire, flood, earthquake, hurricane); war, terrorism, insurrection, civil unrest, or riot; epidemic, pandemic, or quarantine; strike, lockout, or labor dispute; failure or shortage of internet, hosting, cloud services, electricity, telecommunications, or utilities; cyberattack, denial-of-service attack, ransomware, or data breach not caused by the affected party's gross negligence; act of any government, court, or regulatory authority; embargo or sanctions; supply-chain disruption; or any other cause beyond the affected party's reasonable control (each, a "Force Majeure Event"). The affected party shall give prompt notice and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice, with you paying for Services rendered through the termination date.
18. Governing Law and Dispute Resolution
18.1 Governing Law. These Terms, any SOW, and any dispute, claim, or controversy arising out of or related to them or to any Services (whether in contract, tort, statute, or otherwise) shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
18.2 Mandatory Negotiation. Before initiating any legal action, the parties shall first attempt in good faith to resolve any dispute through direct negotiation between authorized representatives for a period of at least thirty (30) days following written notice of the dispute.
18.3 Mediation. If negotiation fails, the parties agree to non-binding mediation in Houston, Harris County, Texas, before a mutually agreed mediator. Mediation fees shall be shared equally.
18.4 BINDING ARBITRATION. ANY DISPUTE NOT RESOLVED THROUGH NEGOTIATION OR MEDIATION SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES. Arbitration shall take place in Houston, Harris County, Texas, before a single arbitrator. The arbitrator shall apply Texas law and the Federal Arbitration Act. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own attorneys' fees except as otherwise provided in these Terms or by the arbitrator.
18.5 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND MM WEB SOLUTIONS LLP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON.
18.6 Equitable Relief; Collection Actions. Notwithstanding the above, either party may seek injunctive or equitable relief in the state or federal courts located in Harris County, Texas, to protect intellectual property, confidential information, or to enforce non-solicitation. For collection of unpaid invoices, MM Web Solutions LLP may, at its option, file suit in the state or federal courts located in Harris County, Texas.
18.7 Jurisdiction and Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas, for any action permitted by Section 18.6, and waive any objection based on inconvenient forum.
18.8 Limitations Period. Any claim arising out of or related to these Terms or any Services must be brought within one (1) year after the claim arose; thereafter, the claim is permanently barred to the maximum extent permitted by law.
19. Notices
19.1 All legal notices required under these Terms must be in writing and delivered: (a) by certified or registered mail, return receipt requested; (b) by reputable overnight courier with tracking; or (c) by email to [email protected], with a confirmation copy by mail. Notice is deemed effective upon receipt or three (3) business days after deposit, whichever is earlier.
20. General Provisions
20.1 Entire Agreement. These Terms, together with any executed SOW and any other writing signed by both parties referencing these Terms, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous oral or written communications, proposals, representations, and agreements.
20.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to be valid, enforceable, and consistent with the parties' original intent. If the Class Action Waiver in Section 18.5 is held unenforceable, the entire Section 18 (Dispute Resolution) is null and void, but the rest of these Terms remain in effect.
20.3 No Waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. No waiver is effective unless in writing and signed by the waiving party.
20.4 Assignment. You may not assign or transfer these Terms, any SOW, or any of your rights or obligations, by operation of law or otherwise, without our prior written consent. Any attempted assignment without consent is void. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
20.5 Headings; Construction. Section headings are for convenience only and have no substantive effect. These Terms have been mutually negotiated, and any ambiguity shall not be construed against the drafting party.
20.6 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted assigns and do not create rights in or obligations to any third party.
20.7 Counterparts; Electronic Signatures. SOWs may be executed in counterparts and via electronic signature, each of which is deemed an original and all of which together constitute one agreement. Electronic acceptance, payment of a deposit, or commencement of work constitutes acceptance.
20.8 Currency. All amounts are stated in and payable in U.S. Dollars unless otherwise specified.
20.9 Export Compliance. You shall comply with all U.S. and foreign export-control laws and shall not permit any Deliverable to be exported, re-exported, or used in violation of such laws.
20.10 Authority. Each party represents that the individual entering into these Terms on its behalf has full authority to bind that party.
21. Contact
For questions about these Terms, contact us:
MM Web Solutions LLP
Houston, Texas
Email: [email protected]
Website: mmwebsolutions.org