Terms of Service

Effective Date: May 20, 2026

Please read these Terms of Service ("Terms") carefully before using the Midori Media website located at midorimedia.co or engaging any of our digital marketing services. By accessing our website or entering into a service agreement with Midori Media ("Company," "we," "us," or "our"), you ("Client" or "you") agree to be bound by these Terms.

1. Services

Midori Media provides fractional digital marketing management services on a subscription basis. Services may include, but are not limited to:

  • Custom web design and development
  • Paid advertising management (Google, Meta, and other platforms)
  • Search engine optimization (SEO)
  • Local business advertising
  • Review generation and reputation management
  • Social media management
  • CRM workflows and marketing automation
  • Email marketing campaigns
  • Analytics and performance tracking

The specific scope of services provided to you will be outlined in a separate Service Agreement or project proposal. Midori Media reserves the right to modify the services offered at any time with reasonable notice to active Clients.

2. Subscription & Payment

2.1 Monthly Fee

Services are billed on a monthly subscription basis at the rate agreed upon in your Service Agreement. Your monthly fee covers a defined number of service hours as outlined in your agreement.

2.2 Billing

Invoices are issued at the beginning of each billing cycle. Payment is due within 7 days of the invoice date unless otherwise specified in your Service Agreement. Midori Media reserves the right to pause or suspend services for accounts with overdue balances.

2.3 Price Changes

We reserve the right to adjust our pricing with at least 30 days written notice. Continued use of services after the effective date of a price change constitutes your acceptance of the new pricing.

2.4 Taxes

You are responsible for all applicable sales taxes, use taxes, or other governmental fees associated with your subscription, unless Midori Media is required by law to collect such taxes on your behalf.

3. Cancellation & Termination

3.1 Cancellation by Client

You may cancel your subscription at any time with no cancellation fees. Cancellations must be submitted in writing via email to the contact address provided in your Service Agreement. Your cancellation will take effect at the end of the current billing period, and no partial refunds will be issued for the remaining days of that period.

3.2 Termination by Midori Media

Midori Media reserves the right to terminate your subscription immediately and without refund if:

  • You breach any material provision of these Terms or your Service Agreement.
  • You engage in abusive, threatening, or unlawful conduct toward Midori Media or its representatives.
  • Payment remains outstanding beyond 30 days of the due date.

3.3 Effect of Termination

Upon termination or cancellation, Midori Media will cease all active work on your account. You will retain ownership of any deliverables already completed and paid for. Access to any shared tools, platforms, or accounts set up by Midori Media on your behalf will be transferred or revoked as appropriate.

4. Client Responsibilities

To enable Midori Media to perform services effectively, you agree to:

  • Provide timely access to necessary accounts, platforms, brand assets, and information.
  • Respond to communications within a reasonable timeframe (typically 2 business days).
  • Ensure all materials and information you provide are accurate, lawful, and do not infringe third-party rights.
  • Maintain necessary licenses, permissions, or rights for any content, images, or intellectual property you provide for use in your marketing.

Delays caused by your failure to provide required information or approvals in a timely manner are not the responsibility of Midori Media and may result in postponed deliverables.

5. Intellectual Property

5.1 Client-Owned Materials

You retain all ownership rights to your pre-existing brand assets, content, logos, trademarks, and intellectual property that you provide to Midori Media.

5.2 Deliverables

Upon full payment, Midori Media assigns to you all rights to marketing deliverables created specifically for your business (e.g., website designs, ad creative, written content). Midori Media retains the right to display completed work in its portfolio unless you request otherwise in writing.

5.3 Midori Media Materials

All proprietary methodologies, processes, templates, tools, and frameworks developed by Midori Media remain the exclusive property of Midori Media. Nothing in these Terms grants you a license to reproduce or resell Midori Media's internal processes or tools.

6. Third-Party Platforms & Ad Spend

Midori Media may manage your accounts on third-party platforms including Google Ads, Meta Ads Manager, Squarespace, WordPress, and others. You acknowledge that:

  • Third-party platforms are governed by their own terms of service, and you are responsible for compliance.
  • Advertising spend (ad budgets) is separate from Midori Media's service fee and billed directly to you through the respective platform or as a pass-through cost.
  • Midori Media is not responsible for third-party platform outages, policy changes, account suspensions, or other circumstances outside of our control.
  • Results from advertising campaigns cannot be guaranteed, as performance depends on many external factors.

7. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive information shared in the course of the engagement. Midori Media will not disclose your business data, strategies, or performance metrics to third parties without your consent, except as required by law or to perform the agreed services (e.g., working with a platform representative on your behalf).

8. Disclaimer of Warranties

MIDORI MEDIA PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE SPECIFIC RESULTS, RANKINGS, LEAD VOLUMES, REVENUE GROWTH, OR OTHER BUSINESS OUTCOMES FROM OUR SERVICES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIDORI MEDIA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES. IN NO EVENT SHALL MIDORI MEDIA'S TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT PAID BY YOU TO MIDORI MEDIA IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Midori Media and its owner, employees, contractors, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorney's fees) arising from: (a) your breach of these Terms; (b) your use of the services; (c) any materials or content you provide to Midori Media; or (d) your violation of any applicable law or third-party rights.

11. Governing Law & Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law provisions. Any disputes arising under these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in Cache County, Utah, under the rules of the American Arbitration Association.

12. Privacy

Your use of the Midori Media website and services is also subject to our Privacy Policy, which is incorporated by reference into these Terms. By using our services, you consent to our data practices as described in the Privacy Policy.

13. Modifications to These Terms

Midori Media reserves the right to update these Terms at any time. We will provide notice of material changes by posting an updated version at midorimedia.co and, where practical, notifying active Clients by email. Your continued use of our services after the effective date of any changes constitutes acceptance of the revised Terms.

14. Entire Agreement

These Terms, together with your Service Agreement and any other documents incorporated by reference, constitute the entire agreement between you and Midori Media with respect to the subject matter herein and supersede all prior discussions, agreements, and understandings.

Contact

If you have any questions about these Terms, please contact us at:

Midori Media  |  midorimedia.co

957 N 540 W, Logan, Utah, United States