This TERMS OF USE AGREEMENT (referred to as the "Agreement") establishes a legally binding contract between Mwell Design, LLC, a limited liability company established under Maryland's state laws ("Mwell Design"), and the client, either personally or as a representative of an entity ("Client"). This Agreement pertains to the access and utilization of Mwell Design's website: https://www.Mwelldesign.com (referred to as the "Website"), as well as any other linked media form, channel, mobile website, or mobile application associated with it. Failing to agree to and comply with all the stipulations, conditions, and responsibilities outlined here leads to an explicit prohibition on the Client's use of the Website, necessitating immediate cessation of usage. In such an event, any existing relationship between the Client and Mwell Design terminates, except for any obligation on the Client's part to compensate Mwell Design for previously rendered services, which will continue as an ongoing commitment.

1. Intellectual Property Rights: Unless specifically stated otherwise, the ownership of the Website belongs to Mwell Design. All aspects of the Website, such as source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, regardless of format (collectively or individually termed as the "Content"), as well as the trademarks, service marks, and logos featured there (referred to as the "Marks"), are under the ownership and control of Mwell Design. These are safeguarded by copyright and trademark laws, as well as other relevant intellectual property regulations, in the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided "As-Is," intended for your personal use and informational purposes exclusively. With the exception of what is explicitly stipulated in this Agreement, no portion of the Website, Content, or Marks may be copied, duplicated, compiled, republished, uploaded, exhibited, encoded, translated, transmitted, distributed, sold, licensed, or otherwise utilized for any commercial purpose without the express written consent of Mwell Design. All rights regarding the Website, Content, and Marks are reserved by Mwell Design.

2. Ownership of Materials: Despite Mwell Design's ownership of Submissions, as elaborated in Paragraph 4 ("Client Feedback"), all design and original source files crafted on behalf of the Client ("Projects") are the property of the Client. As such, the copyright for all Projects solely belongs to the Client. In any circumstance where legal provisions would imply that Mwell Design should possess ownership, in part or in entirety, of a Project rather than the Client, Mwell Design unconditionally and perpetually transfers its entire stake in the Project to the Client, without any limitations. The Client affirms that any and all materials provided to Mwell Design, whether as exemplars or for incorporation into a project during the design process, are owned by the Client and do not infringe upon or unlawfully appropriate any rights of a third party, encompassing intellectual property rights and rights of publicity. It's important to note that Mwell Design maintains the right to publicly share the Client's design work (through avenues like social media, the website, etc.) unless otherwise agreed upon, as specified in section 18 of this document.

3. Third-Party Fonts: In the event that any Project incorporates fonts that are not owned by Mwell Design and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Mwell Design will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as Mwell Design has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

4. User Representations: By using the Website, Client represents and warrants that:Client has the legal capacity and agrees to comply with these Terms of Use;Client is not a minor in the jurisdiction of their domicile;Client will not access the Website through automated or non-human means;Client will not use the Website for any illegal or unauthorized purpose;Client’s use of the Website will not violate any applicable law or regulation.

5. Prohibited Activities: Client shall not access or use 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 any commercial endeavors except those related to the work performed by Mwell Design on behalf of the Client. Further, Client agrees to refrain from the following: make any unauthorized use of the Website; retrieve data or content for the purposes of creating or compiling a database or directory; circumvent, disable, or otherwise interfere with security-related features on the Website; engage in unauthorized framing or linking of the Website; trick, defraud or mislead Mwell Design or other users;Interfere with, disrupt or create an undue burden on the Website or Mwell Design’s networks or servers;Use the Website in an effort to compete with Mwell Design; decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of Mwell Design’s employees, independent contractors or agents providing services through the Website; delete the copyright or other rights notice from any Content; copy or adapt the Website’s softwareUpload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;Disparage, tarnish or otherwise harm Mwell Design; use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

6. Client Feedback: Client acknowledges and consents to the fact that any inquiries, remarks, suggestions, or other feedback or contributions (each termed as a "Submission") shall become the exclusive property of Mwell Design. It is understood that Mwell Design holds no obligation to maintain the confidentiality of a Submission or to take actions to ensure its confidentiality. Mwell Design will solely and entirely possess all rights associated with the Submission, excluding the rights granted to the Client according to Paragraph 2 ("Ownership of Materials"). Mwell Design retains the discretion to freely use and circulate the Submission for lawful purposes without requiring permission, recognition, or compensation to the Client. The Client affirms the legitimacy of presenting and presenting the Submission, and in doing so, waives any claims or remedies against Mwell Design for the Submission's use in line with the stipulated terms and at Mwell Design's absolute discretion in the future.

7. Privacy Policy: Upon utilizing the Website, the Client accepts and agrees to adhere to the Privacy Policy, along with the terms explicitly outlined in it, which are adopted and integrated into this context. The Website operates on servers located in the United States of America. If the Website is accessed from regions such as the EU, Asia, or other parts of the world, different laws, statutes, or regulations governing the collection, use, or disclosure of personal data may apply, diverging from those of the United States. By continuing to use the Website and transmitting data to the United States, the Client effectively provides explicit consent for the transfer and processing of data within the United States. Mwell Design does not knowingly gather or request information from individuals below the age of 18. In accordance with the Children’s Online Privacy Protection Act of the United States, if Mwell Design becomes aware that an individual under the age of 13 has furnished personally identifiable information to Mwell Design without parental consent, Mwell Design will expeditiously delete that information.

8. Returns and Refunds: Mwell Design retains the authority to decline refunds at its own discretion, without prior notification or any obligation towards the Client. Requests for refunds are evaluated individually on case by case basis. In the event that the Client seeks a refund within the initial month of service usage, all materials generated by Mwell Design remain the property of the company and cannot be utilized by the Client in any manner. If a refund is deemed suitable, a 25% fee will be applied to the remaining billable period. Mwell Design also maintains the right to pursue appropriate legal actions against the Client for any violations of this section.
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9. Modification: Mwell Design holds the prerogative to modify, adjust, revise, amend, or delete any element or content present on the Website for any rationale, as determined solely by its discretion. Mwell Design also reserves the authority to alter or halt all or a portion of the Website without prior notification and without any obligation towards the Client.

‍ 10. Connection Interruptions: Mwell Design cannot ensure or promise continuous availability and accessibility of the Website. Factors such as hardware, software, or other external elements may lead to interruptions, delays, or errors that are beyond Mwell Design’s control. The Client acknowledges that Mwell Design holds no liability for any losses, damages, or inconveniences arising due to the Client's inability to access or utilize the Website during any periods of connection or service interruptions.

‍ 11. Governing Law: These Terms of Use shall be subject to and interpreted according to the laws of the State of Maryland, without regard to conflict of law principles.
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‍ 12. Litigation: All legal proceedings, regardless of their nature, shall be initiated in the state courts of Montgomery County, Maryland, or in the United States District Court for the District of Maryland. The involved parties hereby agree to the jurisdiction of these courts and relinquish any arguments related to absence of personal jurisdiction and forum non conveniens in regard to jurisdiction and venue. The applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is explicitly excluded from these Terms of Use.
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‍ 13. Disclaimer:The Website is provided in its current state, as available. Client acknowledges that its utilization of the Website and Services is solely at its own risk. Mwell Design disclaims all warranties, whether explicit or implied, in relation to the Website and Client's utilization thereof. This includes implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Mwell Design does not guarantee the accuracy or completeness of the Website's content or that of linked websites. Furthermore, Mwell Design assumes no liability for errors, inaccuracies, personal injury, property damage, unauthorized access, interruptions, bugs, viruses, or any loss or damage resulting from the use of content. Mwell Design does not endorse or assume responsibility for any third-party products or services advertised through the Website or linked websites.

‍ 14. Limitations of Liability and Indemnification: Mwell Design, along with its directors, employees, members, independent contractors, or agents, shall not be held liable to Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages. These damages may include lost profits, lost revenue, lost data, attorney's fees, court costs, fines, forfeitures, or any other losses that arise from the use of the Website by the Client. Additionally, Client agrees to protect, indemnify, and exempt Mwell Design, its subsidiaries, affiliates, officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand. This includes reasonable attorney's fees and costs, brought forth by any third party due to or arising from various factors, such as the use of the Website, breach of these Terms of Use, violation of rights, or infringement of intellectual property rights. However, Mwell Design reserves the right to take control and defend any such matter, with the understanding that Client will cooperate in the defense of such claims.

‍ 15. User Data: Client bears full responsibility for all data transmitted or connected to any activity that Client engages in using the Website. Mwell Design assumes no responsibility towards Client for any loss or damage incurred in relation to such data, and Client hereby relinquishes any claim against Mwell Design for any loss or damage arising from such occurrences.

‍ 16. Electronic communications, transactions and signatures: By using the Website, Client grants consent to receive electronic communications from Mwell Design. Client also acknowledges that all agreements, notices, disclosures, and other communications delivered via email or through the Website fulfill any legal stipulations mandating written communication. Furthermore, Client agrees to the use of electronic signatures, contracts, orders, and other records, as well as electronic delivery of notices, policies, and transaction records initiated or finalized by Mwell Design or through the Website. Client expressly renounces any rights or prerequisites under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that necessitate an original signature, non-electronic record retention, or alternate modes of payment or credit granting aside from electronic means.

‍ 17. Showcasing Design Work: Mwell Design retains the privilege to showcase design projects on digital platforms, encompassing social media and the website, unless specified otherwise. The Client maintains the authority to establish a Non-Disclosure Agreement (NDA) with Mwell Design. In such cases, the NDA would override Mwell Design's prerogative to publicly share or discuss the Client's work.

‍ 18. Miscellaneous: These Terms of Use, along with any policies published on the Website pertaining to it, constitute the complete agreement and mutual understanding between the Client and Mwell Design. The failure of Mwell Design to enforce any right or provision within these Terms of Use does not relinquish that right or provision. Should any portion or aspect of these Terms of Use be deemed unlawful, void, or unenforceable, it will be severed from these Terms of Use without affecting the validity or enforceability of the remaining provisions. The content of these Terms of Use, the Privacy Policy, or the Website should not be misconstrued as establishing a joint venture, partnership, employment, or agency relationship between the Client and Mwell Design.

‍ 19. Contact Information: For any questions or complaints regarding the website, please contact Mwell Design at: hey@mwelldesign.com