These Terms of Service ("Terms") govern your access to and use of services provided by MDM Media LLC ("MDM Media", "we", "us", or "our").
By engaging our services, accessing our website (https://www.mdmmedia.co), or entering into any agreement with us, you agree to be bound by these Terms.
If you do not agree to these Terms, do not access or use our Services.
MDM Media provides creative, technical, and AI-powered services, including but not limited to:
All services are delivered based on agreed scopes, proposals, or written communications ("Scope"). Any work performed outside of a defined Scope is subject to additional terms and fees.
You acknowledge and agree that:
MDM Media provides creative direction, curation, and execution, not guarantees of outcome. Our value lies in the process, methodology, and expertise applied, not in the deterministic nature of AI outputs.
You agree to:
You are solely responsible for how outputs are used, published, or distributed. MDM Media bears no liability for client decisions made based on AI-generated content.
You retain full ownership of all materials, data, and assets you provide to MDM Media. You grant MDM Media a non-exclusive, worldwide, royalty-free license to use such materials solely to deliver the Services as agreed.
Unless otherwise agreed in writing, final deliverables are licensed to the client for agreed use upon receipt of full payment. MDM Media retains ownership of all underlying methodologies, systems, prompts, workflows, creative direction processes, and know-how used to produce deliverables.
All automation systems, agent structures, workflow architectures, prompt engineering frameworks, and operational tools developed by MDM Media remain the exclusive intellectual property of MDM Media, even when deployed within client environments. Clients receive a usage license only, not ownership.
Ownership of AI-generated content may be subject to the terms of the underlying AI platform providers. MDM Media makes no representations regarding the intellectual property status of AI-generated outputs and clients assume full responsibility for their legal use.
MDM Media reserves the right to pause or stop all work until payments are brought current. Delivery timelines affected by late payment are not the responsibility of MDM Media.
MDM Media reserves the right to decline out-of-scope requests or to quote separately for any work not covered in the original agreement.
Our Services may rely on third-party platforms, including AI model providers, automation tools (e.g. n8n, Apify), and SaaS platforms (CRM, CMS, analytics).
MDM Media is not responsible for:
Clients are responsible for maintaining valid accounts, licenses, and credentials for any third-party platforms required to deliver agreed services.
Use of our Services is also governed by our Privacy Policy, available at https://www.mdmmedia.co/privacy-policy. By using our Services, you consent to the collection and processing of data as described in the Privacy Policy.
Both parties agree to keep confidential information received from the other party private and not to disclose it to third parties without prior written consent, except as required by law.
Confidentiality obligations do not apply to:
AI tools used to deliver Services may process data through external systems. Unless otherwise agreed in writing, client data submitted to AI-powered workflows may be transmitted to third-party AI providers.
You expressly acknowledge that:
You are solely responsible for reviewing all outputs before publication, distribution, or commercial use, and for ensuring full compliance with applicable laws and platform policies.
MDM Media does not guarantee:
All services are provided "as is" and "as available" without warranties of any kind, express or implied.
To the maximum extent permitted by applicable law, MDM Media shall not be liable for:
Our total aggregate liability to you shall not exceed the total amount paid by you to MDM Media for the specific services giving rise to the claim in the three (3) months preceding the event.
You agree to indemnify, defend, and hold harmless MDM Media, its officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from:
MDM Media may suspend or terminate Services immediately and without notice if:
Upon termination:
MDM Media shall not be liable for any delay or failure to perform obligations resulting from circumstances beyond our reasonable control, including internet outages, third-party platform failures, regulatory changes affecting AI tools, or acts of God.
These Terms shall be governed by and construed in accordance with the laws of:
[Insert jurisdiction, recommended: Province of Ontario, Canada for Canadian operations; State of Delaware, USA for US entity operations.]
In the event of a dispute, both parties agree to first attempt informal resolution in good faith within thirty (30) days of written notice.
If unresolved informally:
We reserve the right to update or modify these Terms at any time. Continued use of our Services following any update constitutes your acceptance of the revised Terms. For material changes, we will make reasonable efforts to notify active clients via email.
For questions, concerns, or legal notices:
hello@mdmmedia.co
MDM Media LLC · mdmmedia.co
