Please read these Terms of Service carefully before using the Mao Studio Plus Inc. website or engaging our professional services.
By accessing or using the website located at https://www.maostudio.mom (the Website), or by engaging any of the professional services offered by Mao Studio Plus Inc. (collectively, the Services), you agree to be bound by these Terms of Service (the Terms). These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity you represent) and Mao Studio Plus Inc., a corporation organized under the laws of Canada, with its registered office at 38 Ainsdale Road, Toronto, Ontario, M1R 3Y8, Canada (Mao Studio Plus, we, us, or our).
If you do not agree to all of these Terms, you are expressly prohibited from using the Website or Services and must discontinue use immediately. Your continued use of the Website or Services following the posting of any revised Terms constitutes your acceptance of those changes.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the Last Updated date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates.
For the purposes of these Terms, the following definitions apply:
In these Terms, unless the context otherwise requires: words denoting the singular include the plural and vice versa; headings are for convenience only and do not affect interpretation; references to including or include shall be deemed to mean including without limitation; and references to any statute or statutory provision include any consolidation, re-enactment, modification, or replacement of the same.
By agreeing to these Terms, you represent and warrant that: (a) you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) you have the legal capacity and authority to enter into a binding contract; (c) if you are entering into these Terms on behalf of a company or other legal entity, you have the authority to bind such entity to these Terms; (d) you are not a person barred from receiving services under the laws of Canada, the United States, or any other applicable jurisdiction; and (e) all information you provide to us is truthful, accurate, current, and complete.
We may, in our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time. This provision is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
Mao Studio Plus Inc. provides professional services in the field of Computer Systems Design and Related Services, including but not limited to:
Specific scope, timelines, and deliverables for each engagement shall be defined in a mutually executed Statement of Work. Mao Studio Plus reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, provided that such modification does not materially affect Services already contracted under an active SOW.
While Mao Studio Plus employs industry best practices and exercises professional diligence in delivering Services, we do not guarantee specific business outcomes, revenue increases, cost savings, or other results. Our obligation is to perform the Services described in each SOW in a professional and workmanlike manner consistent with industry standards.
Certain features of the Website or Services may require you to create an account. When you create an account, you agree to: (a) provide accurate, current, and complete registration information; (b) maintain and promptly update your registration information to keep it accurate, current, and complete; (c) maintain the security and confidentiality of your password and login credentials; (d) not share your account credentials with any third party; and (e) immediately notify us at service@maostudio.mom of any unauthorized use of your account or any other breach of security.
You are responsible for all activities that occur under your account, whether or not you have authorized such activities. Mao Studio Plus shall not be liable for any loss or damage arising from your failure to comply with these account security obligations. We reserve the right to suspend or terminate any account that we suspect is being used in violation of these Terms.
The Website and its entire contents, features, and functionality — including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof — are owned by Mao Studio Plus Inc., its licensors, or other providers of such material and are protected by Canadian, United States, and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Unless otherwise agreed in writing in a Statement of Work, all Deliverables created by Mao Studio Plus specifically for a Client under a paid engagement shall become the property of the Client upon full payment of all fees due for such engagement. Mao Studio Plus retains ownership of, and a perpetual, irrevocable, worldwide, royalty-free license to use, any pre-existing materials, tools, methodologies, frameworks, libraries, templates, and know-how that Mao Studio Plus utilizes in creating Deliverables (Pre-Existing IP).
To the extent that any Pre-Existing IP is incorporated into or necessary for the use of Deliverables, Mao Studio Plus grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use such Pre-Existing IP solely in connection with the Deliverables.
Any feedback, comments, ideas, suggestions, or improvements you provide regarding the Website or Services may be used by Mao Studio Plus without any obligation to you, and you hereby assign to Mao Studio Plus all rights, title, and interest in and to such feedback.
In connection with receiving Services from Mao Studio Plus, the Client agrees to:
Mao Studio Plus shall not be responsible for delays, non-performance, or additional costs arising from the Client's failure to fulfill these obligations in a timely manner.
Fees for Services shall be set forth in the applicable Statement of Work and may be structured as fixed-price, time-and-materials, retainer, milestone-based, or any combination thereof. All fees are stated and payable in Canadian Dollars (CAD) unless otherwise specified in the SOW.
Invoices shall be issued according to the schedule specified in the SOW. Unless otherwise agreed, payment is due within thirty (30) calendar days from the date of invoice. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.
All fees are exclusive of applicable taxes, including but not limited to the Canadian Goods and Services Tax (GST), Harmonized Sales Tax (HST), Provincial Sales Tax (PST), or similar taxes. The Client is responsible for payment of all such taxes, levies, or duties imposed by taxing authorities.
Reasonable out-of-pocket expenses incurred by Mao Studio Plus in connection with the Services — including travel, accommodation, software licenses, and cloud infrastructure costs — shall be reimbursed by the Client, provided such expenses are pre-approved in writing or are within the expense budget specified in the SOW.
If any invoiced amount remains unpaid thirty (30) days after the due date, Mao Studio Plus reserves the right to suspend performance of Services until all outstanding amounts are paid in full. Such suspension shall not constitute a breach of these Terms or any SOW.
Either party may cancel an engagement upon written notice as specified in the applicable SOW. In the absence of specific cancellation terms in the SOW, the Client may cancel upon thirty (30) days written notice. Upon cancellation, the Client shall pay Mao Studio Plus for all Services performed through the effective date of cancellation, plus any non-cancellable commitments or expenses incurred by Mao Studio Plus in connection with the engagement.
Refunds, if any, shall be governed by the terms of the applicable SOW. Generally, fees paid for Services already performed are non-refundable. Fixed-price engagements cancelled before completion may be eligible for a prorated refund at Mao Studio Plus' sole discretion, less amounts for work completed and any third-party costs incurred.
Mao Studio Plus reserves the right to cancel an engagement if the Client: (a) breaches any material provision of these Terms or the SOW; (b) becomes insolvent or files for bankruptcy; (c) engages in conduct that creates a hostile, unsafe, or unprofessional working environment for Mao Studio Plus personnel; or (d) fails to pay undisputed invoiced amounts within the payment period specified herein.
Confidential Information means any non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: trade secrets, business plans, financial data, customer lists, technical specifications, source code, architectural designs, security protocols, and proprietary methodologies.
The Receiving Party shall: (a) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms; and (d) limit access to Confidential Information to those employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those contained herein.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms by the Receiving Party; (b) was already in the Receiving Party's possession without confidentiality obligations at the time of disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance to contest or limit such required disclosure.
Mao Studio Plus' handling of personal information is governed by our Privacy Policy, available at /privacy.html. By using our Services, you consent to the collection, use, and disclosure of personal information as described in the Privacy Policy. We implement reasonable technical and organizational measures to protect personal information against unauthorized access, alteration, disclosure, or destruction.
The Services may involve integration with, or reliance upon, third-party platforms, APIs, cloud services, software libraries, or other external systems (Third-Party Services). Mao Studio Plus does not control, endorse, or assume responsibility for any Third-Party Services. The Client acknowledges that the availability, functionality, and terms of Third-Party Services are determined by the respective third-party providers and may change without notice.
Where the Services require the Client to procure or maintain accounts, licenses, or subscriptions with Third-Party Service providers, the Client is solely responsible for entering into and complying with the applicable terms of service with such providers. Mao Studio Plus shall not be liable for any interruption, degradation, or failure of Services caused by the actions or inactions of Third-Party Service providers.
Deliverables may include or depend upon open source software components. Such components are subject to their respective open source licenses, and Mao Studio Plus makes no representations or warranties regarding such components. The Client agrees to comply with all applicable open source license terms.
You agree not to engage in any of the following prohibited activities in connection with your use of the Website or Services:
Mao Studio Plus reserves the right, but has no obligation, to monitor, investigate, and take appropriate legal action against anyone who, in our sole discretion, violates this section. Enforcement is at our sole discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.
To the fullest extent permitted by applicable law, in no event shall Mao Studio Plus Inc., its directors, officers, employees, agents, affiliates, successors, or assigns be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, loss of goodwill, business interruption, or cost of substitute services, whether such liability arises from contract, tort (including negligence), strict liability, or any other legal theory, and regardless of whether Mao Studio Plus has been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, the aggregate liability of Mao Studio Plus Inc. for any and all claims arising out of or relating to these Terms or the Services shall not exceed the total amount of fees paid by the Client to Mao Studio Plus under the applicable SOW during the twelve (12) month period immediately preceding the event giving rise to the claim. In the case of claims not arising from a specific SOW engagement, liability shall be limited to one hundred Canadian Dollars (CAD $100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you. In such jurisdictions, the liability of Mao Studio Plus shall be limited to the greatest extent permitted by law.
The Website and Services are provided on an as-is and as-available basis. To the fullest extent permitted by applicable law, Mao Studio Plus Inc. expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.
Mao Studio Plus does not warrant that: (a) the Website or Services will meet your specific requirements or expectations; (b) the Website or Services will be uninterrupted, timely, secure, or error-free; (c) any results that may be obtained from the use of the Services will be accurate, reliable, or effective; (d) any errors or defects in the Website or Services will be corrected; or (e) the Website or the servers that make it available are free of viruses or other harmful components.
Notwithstanding the foregoing, for paid professional service engagements governed by a Statement of Work, Mao Studio Plus warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty shall be valid for a period of thirty (30) days from the completion of the applicable Services. The Client's sole and exclusive remedy for breach of this warranty shall be, at Mao Studio Plus' option, reperformance of the non-conforming Services or a refund of the fees paid for such non-conforming Services.
You agree to defend, indemnify, and hold harmless Mao Studio Plus Inc., its affiliates, and their respective directors, officers, employees, contractors, agents, licensors, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Website or Services, including but not limited to any user-generated content you submit, upload, or transmit; (c) your violation of any third-party right, including without limitation any intellectual property right, privacy right, or publicity right; (d) your violation of any applicable law, rule, or regulation; (e) any claim that any materials, data, or specifications provided by you to Mao Studio Plus infringe upon, misappropriate, or violate the intellectual property or other rights of a third party; and (f) any gross negligence or willful misconduct by you or your employees, agents, or contractors.
Mao Studio Plus reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under this section, and you agree to cooperate with our defense of such claims. You shall not settle any claim without Mao Studio Plus' prior written consent, such consent not to be unreasonably withheld.
These Terms shall remain in full force and effect while you use the Website or Services. The term of any specific services engagement shall be as defined in the applicable Statement of Work.
You may terminate your use of the Website at any time by ceasing to access the Website. For termination of a services engagement, the termination provisions of the applicable SOW shall apply.
We may terminate or suspend your access to the Website or Services, in whole or in part, at any time, with or without cause, and with or without notice, effective immediately. We may also terminate or suspend any services engagement in accordance with the terms of the applicable SOW.
Upon termination, all rights and obligations of the parties under these Terms shall cease, except that the following sections shall survive termination: Sections 6 (Intellectual Property), 10 (Confidentiality), 13 (Limitation of Liability), 14 (Disclaimer of Warranties), 15 (Indemnification), 18 (Governing Law), 19 (Dispute Resolution), and any other provisions that by their nature should survive termination.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to: acts of God; natural disasters (including floods, earthquakes, hurricanes, and fires); epidemics, pandemics, or public health emergencies; war, terrorism, riots, or civil unrest; governmental actions, orders, or regulations; embargoes, sanctions, or trade restrictions; labor strikes or lockouts; failure or interruption of utility services, internet service providers, or telecommunications networks; cyberattacks or denial-of-service attacks not caused by the affected party; or any other event that is unforeseeable and beyond the party's reasonable control.
The affected party shall: (a) give the other party prompt written notice of the force majeure event; (b) use diligent efforts to mitigate the effects of the event; and (c) resume performance as soon as reasonably practicable after the event ceases. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement upon written notice without liability, provided that the Client shall pay for all Services rendered through the date of termination.
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto for the resolution of any disputes arising out of or relating to these Terms or the Services, and you waive any objection to venue or forum non conveniens. Notwithstanding the foregoing, Mao Studio Plus may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
Before initiating any formal legal proceedings, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a Dispute) informally. The party raising a Dispute shall send a written notice to the other party describing the nature and basis of the Dispute, the specific relief sought, and any supporting documentation. The parties shall then meet and confer (in person, by telephone, or by video conference) within thirty (30) days of receipt of the notice to attempt to resolve the Dispute in good faith.
If the parties are unable to resolve the Dispute through informal negotiation within forty-five (45) days of the initial notice, either party may submit the Dispute to mediation administered by the ADR Institute of Canada (ADRIC) in Toronto, Ontario. The mediation shall be conducted in English and in accordance with the ADRIC Mediation Rules then in effect. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.
If the Dispute is not resolved through mediation within sixty (60) days of the appointment of the mediator, either party may submit the Dispute to binding arbitration administered by ADRIC in accordance with its Arbitration Rules then in effect. The arbitration shall be conducted in Toronto, Ontario, before a single arbitrator mutually agreed upon by the parties. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including equitable relief, but shall not have the authority to award punitive or exemplary damages except where permitted by applicable law. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent immediate and irreparable harm, including to protect intellectual property rights, Confidential Information, or to prevent unauthorized use of the Website or Services. The parties agree that nothing in this section shall be construed as a waiver of any rights or remedies available under applicable law.
Mao Studio Plus reserves the right to modify, amend, or replace these Terms at any time in our sole discretion. When we make material changes, we will update the Last Updated date at the top of this page. We may also, at our discretion, provide additional notice through the Website, by email, or through other reasonable means.
Your continued use of the Website or Services after any modification to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately cease using the Website and Services. It is your responsibility to check this page periodically for changes.
For active services engagements governed by a Statement of Work, material changes to these Terms shall not apply retroactively to the extent they would adversely and materially affect rights or obligations already accrued under the SOW, without the mutual written agreement of the parties.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If such modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity of any provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
No failure or delay by Mao Studio Plus in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions. Any waiver must be in writing and signed by an authorized representative of Mao Studio Plus to be effective.
These Terms, together with the Privacy Policy and any fully executed Statements of Work, constitute the entire agreement between you and Mao Studio Plus Inc. regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
In the event of any conflict or inconsistency between these Terms and the terms of a fully executed Statement of Work, the terms of the Statement of Work shall prevail with respect to the specific services engagement described therein. No terms or conditions included in any purchase order, vendor registration, supplier portal, or other Client-issued document shall modify or supplement these Terms unless expressly agreed to in writing by an authorized representative of Mao Studio Plus.
The parties acknowledge that they have not relied on any representation, warranty, or agreement not expressly set forth in these Terms in entering into this agreement.
If you have any questions, concerns, or comments about these Terms of Service, or if you need to deliver any notice required hereunder, please contact us using the information below. We strive to respond to all inquiries within one (1) business day.
Mao Studio Plus Inc.
38 Ainsdale Road
Toronto, Ontario M1R 3Y8
Canada
Email: service@maostudio.mom
Phone: +1 (951) 720-6215
Website: https://www.maostudio.mom
For complaints or legal notices, please use the postal address above and mark your correspondence to the attention of Legal Department. Notices sent by email shall be deemed received on the next business day after transmission. Notices sent by postal mail shall be deemed received five (5) business days after mailing if sent within North America, and ten (10) business days after mailing if sent internationally.