Terms of Service

1. About these terms

These Terms of Service (the “Terms”) are an agreement between you and [Legal company name] (“Moodlands”, “we”, “us”), which operates the Moodlands website, apps and related services (the “Service”). By creating an account or using the Service, you agree to these Terms and to our Privacy Policy.

If you use the Service for a business or on behalf of an organization, you confirm that you can bind it to these Terms, and “you” includes that business or organization. The Service is built for businesses and professionals. Nothing in these Terms limits any right you have under consumer protection laws that can't be waived by contract.

2. Your account

• You must be at least 18, or the age of majority where you live if that is higher.
• Give accurate information and keep it up to date.
• Keep your sign-in details secure. You are responsible for activity on your account, including by team members you invite.
• Tell us promptly at [legal@moodlands.com] if you think someone has used your account without permission.

3. The Service

Moodlands gives you a curated library of visual styles (the “Library”), brand kits, a design studio that turns a brand kit into marketing assets, AI writing and image features, and tools designers use with their own clients (intake forms, proposals, agreements, deposits and an approval portal).

We improve the Service continuously, so features may change, and we may add or remove them. If we remove a paid feature that is a material part of your plan, we will tell you in advance and, where appropriate, offer a pro-rated refund. Features labelled beta or preview may be incomplete and may change or end.

4. Plans, billing and cancellation

• Paid plans are billed in advance for each billing period (monthly or yearly) and renew automatically until you cancel.
• You can cancel at any time in your account settings. Cancellation takes effect at the end of the current billing period, and you keep access until then.
• Fees are non-refundable, including for partly used periods, except where required by law or stated in writing by us.
• Usage allowances (for example image generations or style-code reveals) reset each billing period and do not roll over unless your plan says so.
• Prices are shown before you buy and exclude applicable taxes such as GST/HST, which we add where required.
• We will give at least 30 days' notice before a price change takes effect for your plan. The new price applies from your next renewal after the notice period.
• If a payment fails, we may retry it and may suspend paid features until it succeeds.
• If a plan includes a free trial, it converts to a paid plan at the end of the trial unless you cancel before then. We will remind you before the trial ends.

5. Your content

“Your Content” means anything you or your team upload or enter, such as logos, photos, text, business details and your clients' information. You keep all rights in Your Content.

You give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, adapt (for example, resize or reformat) and display Your Content only as needed to provide and secure the Service, and to share it as you direct (for example, when you send a proposal or portal link to a client). This licence ends when Your Content is deleted from the Service, except for copies we must keep by law or that remain in backups for a limited time.

We do not use Your Content or your clients' information to train AI models. You confirm that you have the rights and permissions needed for Your Content, including any personal information you add about other people.

6. Designs you create

As between you and us, you own the designs you create and export with the Service (“Designs”), including AI-generated parts, to the extent the law allows ownership of them. You may use your Designs for any lawful commercial or personal purpose, including for your clients, during and after your subscription. Library elements inside a Design are covered by the licence in section 7.

AI tools can produce results that are similar to what others receive, and your ownership doesn't extend to similar results other users create. The law on ownership of AI-generated material is still developing. We don't promise that a Design is unique or can be protected by copyright or registered as a trademark. Before using a Design as a logo or trademark, do your own clearance search.

7. The Library and our technology

The Library (styles, style codes, sample images, palettes, tags, templates and brand-kit recipes), and the Service's software, design and content, belong to us or our licensors and are protected by intellectual property laws.

While your account is in good standing, we grant you a limited, non-exclusive, non-transferable licence to use the Library inside the Service to create Designs for yourself and your clients. You may not:

• sell, sublicense, share or publish Library items or style codes on their own, or in collections, lists or packs, outside a finished Design;
• scrape, bulk-download, harvest or use automated tools to access the Library or the Service, except through features or APIs we provide for that purpose;
• use the Library, style codes, sample images or the Service to train, fine-tune or evaluate AI models, or to build a competing library or product;
• copy, reverse engineer or decompile the Service, except where the law expressly permits it despite this restriction;
• get around usage limits, access controls or security measures, including daily reveal allowances.

Revealed style codes are for creating your own work and your clients' work. When you use a code in a third-party tool such as Midjourney, that tool's own terms and subscription requirements also apply, including who owns what it generates.

Designs you exported before your account ends remain yours to use. Access to the Library and to revealed style codes ends when your account ends.

8. AI features

• Some features use AI models from third-party providers to write copy or create images. The text and brand details needed for a request are sent to those providers, as described in our Privacy Policy.
• AI output is a draft. Nothing AI writes or makes is sent to your clients or published until you choose to send or publish it.
• AI output can be wrong, incomplete or unsuitable. Review it before you use or publish it. You are responsible for how you use it.
• Don't enter sensitive personal information (for example health, financial or government ID details) into AI features.
• Don't use AI features to create content that breaks section 10, including images of real people without their consent.
• We may filter prompts or outputs, or limit AI features, to prevent misuse or to meet our providers' rules.

9. Client tools for designers

If you use Moodlands with your own clients (intake, proposals, agreements, deposits, portal or white-label branding):

• Your agreements are between you and your clients. Moodlands is not a party to them and is not responsible for your services, your clients' obligations or disputes between you.
• Agreement templates are a starting point, not legal advice. Have a lawyer review the terms you use with your clients.
• You decide what information you collect from your clients and why. You are responsible for having a lawful basis for it, for giving your clients your own privacy notice, and for answering their requests. We process your clients' information on your behalf and under your instructions, as our Privacy Policy explains.
• Payments from your clients are processed by our payment provider, Stripe, under Stripe's own terms, which you must accept to receive payments. We are not a bank or payment processor and don't hold your funds. Refunds, chargebacks and payment disputes are between you and your client. If a client disputes or reverses a payment, the amount and any dispute fee may be deducted from your payouts or charged to you. We charge a platform fee on each client payment, a percentage shown in Settings before you connect Stripe, deducted automatically when your client pays; Stripe's own processing fees are separate. Fees are shown before you turn payments on, and you are responsible for following the laws that apply to how you charge your clients.
• White-label features let you show your own branding to clients. Don't use them to mislead anyone about who provides your services. Client pages may still show a small “Powered by Moodlands” notice and links to these Terms and our Privacy Policy.

If you are a designer's client using an intake form, proposal or portal: your relationship is with the designer, whose own terms apply to their services. These Terms apply only to your use of those Moodlands pages.

10. Acceptable use

Don't use the Service to create, upload or share anything that:

• is illegal, or infringes someone else's copyright, trademark, privacy or other rights;
• impersonates a person, business or brand you don't represent, or is meant to deceive;
• depicts a real person in a sexual, defamatory or misleading way, or without consent where consent is required;
• sexualizes minors, or promotes violence, hatred, harassment or self-harm;
• is spam, or commercial messages sent without the consent Canada's anti-spam law (CASL) or other laws require;
• contains malware, or tries to probe, overload or break into the Service or other users' accounts.

We may remove content or limit features that we reasonably believe break these rules.

11. Third-party services

The Service works with services we don't control, such as payment processing, AI models and anything you choose to connect. Your use of them is also subject to their terms, and we aren't responsible for them.

12. Feedback

If you send us ideas or suggestions, we may use them without any obligation to you.

13. Suspension and closing accounts

You can close your account at any time. We may suspend or close your account, or part of the Service, if you seriously or repeatedly break these Terms, don't pay, create risk or legal exposure for us or others, or if the law requires it. Where reasonable, we will give notice first and a chance to fix the problem.

Before your account closes, download any Designs and data you want to keep. For 30 days after it closes, you can reactivate it to export anything you missed. After that, we delete your data as described in our Privacy Policy. Sections that by their nature should survive (such as ownership, licences for exported Designs, disclaimers, limits of liability and governing law) continue after your account ends.

14. Disclaimers

We work hard to keep the Service reliable, but it is provided “as is” and “as available”. To the extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and we don't promise that the Service will be uninterrupted or error-free or that Designs or AI output will meet your needs. Nothing in the Service is legal, tax or financial advice.

15. Limits of liability

To the extent the law allows:

• we are not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, goodwill or business opportunities;
• our total liability for all claims relating to the Service is limited to the greater of the amount you paid us in the 12 months before the claim arose and CAD $100.

These limits don't apply where the law doesn't allow them, for example to liability for fraud or for death or personal injury caused by negligence.

16. Indemnity

If someone makes a claim against us because of Your Content, your Designs, your dealings with your clients, or your breach of these Terms or the law, you will cover our reasonable costs and losses from that claim, including reasonable legal fees. We will tell you about the claim promptly and let you take part in the defence.

17. Changes to these terms

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the app before they take effect, unless a change is needed sooner for legal or security reasons. If you don't agree with a change, you can cancel before it takes effect. Continuing to use the Service after that means you accept the updated Terms.

18. Governing law and disputes

These Terms are governed by the laws of the Province of [Ontario] and the federal laws of Canada that apply there. You and we agree to the exclusive jurisdiction of the courts of the Province of [Ontario], except that either of us may seek urgent relief to protect intellectual property in any court with jurisdiction.

Before starting a claim, please contact us at [legal@moodlands.com] so we can try to resolve it informally within 30 days. If you are a consumer, you keep any right to bring a claim in the courts where you live that local law gives you.

19. General

• These Terms, with the Privacy Policy and any plan or order terms you accept, are the whole agreement between you and us about the Service.
• If part of these Terms can't be enforced, the rest still applies.
• If we don't enforce a right straight away, we haven't given it up.
• You may not transfer these Terms without our consent. We may transfer them as part of a merger, acquisition or sale of assets, with notice to you.
• We aren't responsible for delays or failures caused by events beyond our reasonable control.
• We may send notices to the email address on your account or show them in the app. You can send notices to [legal@moodlands.com] or [Business address].

20. Contact

[Legal company name]
[Business address]
[legal@moodlands.com]