Terms & Conditions

Last updated: June 18th, 2021

These terms of service govern the use of the cloud-based dance studio management service (the “Service”) provided by McDigital, Inc., an Indiana corporation (“The Streamlined Studio”) to the Client who accepts these terms of service.

The parties agree as follows:

1. Service subscription.

1(a). The Client may access and use the Service during the service term for its own commercial use.
1(b). In addition to any other rights or remedies available at law or in equity, The Streamlined Studio may immediately terminate the Client’s access to the Service if it determines that the Client (1) has violated its obligations under section 2(d), (2) has violated any use restriction in section 2(e), or (3) has resold access to the Service or has made access to the Service available to any third party.
1(c). The Client shall not permit any other person to access the Service using its access credentials. The Streamlined Studio may monitor the Client’s use of the Service to detect any violation of this section.
1(d). The Client shall not permit its employees or other representatives (1) to introduce malicious or foreign software, reverse engineer, disassemble, decompile, decode, adapt, or to otherwise gain access to the source code of the Service; (2) to perform any vulnerability scanning or penetration testing; (3) to explore any possible vulnerability; (4) to use the Service in any competitive research for services competitive with the Service; (5) to bypass or breach any security device or protection used by the Service; or (6) to attempt to do any of the actions prohibited in items (1)-(5) of this section.
1(e). The Streamlined Studio may make any change to the Service that it determines will (1) maintain or improve the quality or marketability of the Service; or (2) bring its provision of the Service into compliance with applicable law.

2. Service term.

The initial service term ends one month from the date the Client accepts these terms of service. The service term for all end-users will automatically renew for an unlimited number of successive one-month service terms unless a party gives notice of termination at least 14 days before the end of the applicable service term.

3. Fees; billing.

3(a). The service fee for the Service is non-refundable.
3(b). The Streamlined Studio may change the service fee at any time, and any such changes will be effective at the start of the next service term. The Streamlined Studio shall notify the Client of any service fee changes by publishing those changes on its website or by emailing, quoting, or invoicing the Client.
3(c). The Client shall provide accurate billing, contact, and payment information to The Streamlined Studio.
3(d). The Client hereby authorizes The Streamlined Studio (1) to provide payment card information and related personal data to third parties for payment processing and fraud prevention services and (2) to charge the payment card each month for all amounts due for the Client’s use of the Service.
3(e). In addition to any other remedy available to The Streamlined Studio, if the Client’s payment transaction is declined or if the Client fails to pay any portion of the service fee when due, The Streamlined Studio may suspend the Client’s access to the Service until the outstanding service fee is paid in full.

4. Billing disputes.

4(a). To dispute an unpaid invoice, the Client must, no later than the due date of the invoice, notify The Streamlined Studio of the dispute by email at [email protected] and pay all undisputed portions of the invoice.
4(b). To dispute a paid invoice, the Client must notify The Streamlined Studio of the dispute by email at [email protected] no later than 60 days after the date of the invoice.
4(c). If the Client fails to pay the undisputed portions of an invoice by the due date of the invoice, or if it fails to provide notice as required in this section, it hereby waives its right to dispute any portion of the invoice.

5. Government fees and taxes.

The Client shall pay all taxes or other government fees (collectively “taxes”) resulting from its use of the Service. Unless the Client provides a valid exemption certificate from the appropriate taxing authority, The Streamlined Studio may invoice the Client to recover any taxes that The Streamlined Studio reasonably believes it has a legal obligation to collect and remit (or that The Streamlined Studio is permitted to pass on to its Clients) and the Client shall pay that invoice no later than 30 days after the invoice date.

6. Late fees; collections.

6(a). The Streamlined Studio may charge a late fee up to $50 per day for any amounts more than 7 days overdue or the maximum amount allowed by law, whichever is less, for any amount unpaid by the due date.
6(b). The Streamlined Studio may use collection services to recover unpaid charges and may report late payments to credit bureaus or other entities. If The Streamlined Studio refers any amounts to a third-party debt collection agency, the Client shall pay a collection fee of up to 40% of the principal amount owed to The Streamlined Studio plus any attorneys’ fees or other amounts The Streamlined Studio spends to collect unpaid charges, as permitted under applicable law.

7. Dishonored payment fees.

The Streamlined Studio may charge up to the maximum amount permitted by law if the Client’s banking institution dishonors or reverses a check, draft, or other payment.

8. Termination.

Either party may deliver notice of its intent to terminate the service term at any time. To complete its termination notice, the Client must submit a completed cancellation form provided by The Streamlined Studio. If the termination notice is delivered at least 14 days before the end of the current service term, termination will be effective at the end of the current service term. If the termination notice is delivered less than 14 days before the end of the current service term, termination will be effective at the end of the next service term.

9. Client content.

The Streamlined Studio is not required to keep any client content after the service term is terminated.

10. Privacy policy.

The Streamlined Studio shall comply with its privacy policy, which is available at www.studiohq.io/privacy-policy

11. Intellectual property.

11(a). Except for the right to access and use the Service and the accompanying documentation, The Streamlined Studio does not grant the Client any interest in the Service, any documentation related to the Service, or any other intellectual property belonging to The Streamlined Studio or its licensors.

11(b). The Client shall not, during or after its use of the Service: (1) represent to any third party that it possesses any proprietary interest in the Service; (2) assert any claim that the Service (as it existed at or before the time of the Client’s use) infringes the Client’s intellectual property; or (3) authorize, assist, or encourage any third party to assert any claim that the Service (as it existed at or before the time of the Client’s use) infringes the third party’s intellectual property.

11(c). The Client hereby assigns to The Streamlined Studio its entire interest in any ideas, suggestions, or other feedback given by the Client in relation to the Service.

11(d). If the Client works with a third-party marketing agency, contractor, or service provider ("Third Party") requiring access to The Streamlined Studio's platform, tools, or templates, the following terms shall apply:

1. NDA Requirement: Prior to access, the Third Party must sign a Non-Disclosure Agreement (NDA) provided by The Streamlined Studio. This NDA prohibits:Using proprietary materials for purposes beyond servicing the Client.Sharing or reproducing materials with others.Competing with The Streamlined Studio using proprietary materials.

2. Client Responsibility: The Client is responsible for ensuring compliance with this requirement.Restricted Use: Third Party access is limited to the agreed scope of service and terminates when the Client's agreement ends.

3. Liability for Breach: Any breach by the Third Party may result in account suspension or termination, with potential liability for damages.

4. Right to Deny Access: The Streamlined Studio reserves the right to deny access to a Third Party if the NDA is not signed or if a conflict of interest is identified.

12. Limit of liability.

12(a). To the extent permitted by law and the other limits of liability in this section 13, the Client’s exclusive remedy for all claims arising from this agreement and from The Streamlined Studio’s provision of the Service will be to seek recovery of the service fee the Client has paid.
12(b). To the extent permitted by law, The Streamlined Studio’s maximum aggregate liability arising from this agreement and from its provision of the Service will not exceed the total amount of fees payable to The Streamlined Studio by the Client for the three months before the event giving rise to the claim.

13. Disclaimer of warranties.

13(a). The Streamlined Studio provides the Service to the Client on an “as is” basis. The Streamlined Studio does not warrant that the Service or any related services will be free of errors or disruptions, or that the Client will achieve any particular business results by its use of the Service.
13(b). To the extent permitted by applicable law, The Streamlined Studio hereby disclaims the implied warranties of merchantability, fitness for a particular purpose, noninfringement of intellectual property rights, and all other express or implied warranties.

14. Force majeure.

If a force majeure event prevents a party from complying with any of its obligations under this agreement, that inability to comply will not constitute breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event, and (3) that party notifies the other party of the force majeure event and its consequent inability to comply with its obligations.

15. Governing law; jurisdiction; attorneys’ fees.

This agreement is governed by the laws of the State of Indiana. The parties hereby consent to the exclusive personal jurisdiction of the state and federal courts in Indiana for the resolution of any disputes and waive any objection as to venue or inconvenient forum.

16. Relationship of the parties.

The parties are independent contractors and have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This agreement does not create or imply any partnership, agency, joint venture or formal business entity of any kind.

17. Assignment.

The Streamlined Studio may assign its rights and obligations under this agreement to any successor of substantially all of its assets. Otherwise, the parties shall not assign their rights or obligations under this agreement without consent of the other party. Any purported assignment contrary to this section will be void.

18. Severability.

If any part of this agreement is declared unenforceable, all other parts will remain enforceable.

19. Definitions.

In this agreement, the following definitions apply:

“access credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the applicable services;

“claim” means the assertion of any existing right; any demand for money, property, legal or equitable remedy; any interest, remedy or liability recognized at law or equity; attorneys’ fees, court costs, or any other cost or expense; and any judgments, orders or duties relating to any matters of any kind;

“confidential information” means any proprietary information delivered by either party except for (1) information that becomes public after the disclosing party discloses it to the receiving party, other than as a result of breach of this agreement by the receiving party, or is already public when the disclosing party discloses it to the receiving party, or (2) information disclosed to the receiving party or its representatives by a person who is not under an obligation to the disclosing party to keep that information confidential;

“client content” means information that the Client makes available to The Streamlined Studio to facilitate its use of the Service;

“end-user” means an employee or other representative who needs access to the Service to carry on the Client’s business;

“force majeure event” means, with respect to a party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party and that prevents that party from complying with any of its obligations under this agreement, except that a force majeure event will not include a strike or labor unrest that affects only one party, an increase in prices, or a change in law; and

“representative” means a party’s director, officer, agent, employee, subsidiary, parent company, or financial or legal adviser.