Terms of Service
Overview
These Terms of Service (“Terms”) govern your access to and use of www.pastmidnight.studio and any pages, content, features, or materials available through it (collectively, the “Website”).
The Website is operated by Techtera, LLC, a Texas limited liability company doing business as Past Midnight Studio (“Past Midnight,” “we,” “us,” or “our”).
These Terms apply to your use of the public Website. Paid client services are governed by the applicable proposal, statement of work, master services agreement, retainer agreement, or other written contract. We refer to those written agreements collectively in these Terms as a “Services Agreement.”
By accessing or using the Website, you agree to these Terms. If you do not agree, do not use the Website.
About Past Midnight
Past Midnight is a creative studio providing services that may include brand strategy, brand identity, messaging, websites, digital experiences, product design, creative direction, campaigns, and ongoing creative partnership.
The Website presents general information about Past Midnight, our approach, our services, and selected work. It also provides a way to contact us about potential projects.
The Website is not an offer to provide services on any particular terms. Project scope, deliverables, responsibilities, fees, payment schedules, intellectual-property ownership, confidentiality, warranties, cancellation rights, and other client-specific terms are established through the applicable Services Agreement.
Eligibility and Authority
You may use the Website only if you are legally capable of entering into a binding agreement.
If you use the Website on behalf of a company or other organization, you represent that you have authority to act on its behalf and to bind it where applicable.
The Website is not directed to children under 13.
Website Content and Intellectual Property
Unless otherwise stated, the Website and its original content—including text, graphics, layouts, illustrations, animations, photographs, video, design elements, branding, and code—are owned by or licensed to Past Midnight and are protected by copyright, trademark, and other intellectual-property laws.
Past Midnight grants you a limited, revocable, nonexclusive, nontransferable license to access and view the Website for lawful informational and business purposes.
You may not, without prior written permission:
Copy, reproduce, republish, distribute, sell, license, or commercially exploit Website content
Modify, adapt, translate, or create derivative works from Website content
Remove copyright, trademark, attribution, or other proprietary notices
Use Website content to build or train a competing commercial product, service, model, or dataset
Present Website content as your own
Use Past Midnight’s name, logo, identity, or visual assets in a way that suggests endorsement, affiliation, or sponsorship
Nothing in these Terms transfers ownership of any intellectual property to you.
Client Work and Third-Party Rights
The Website may display work created for clients, including names, trademarks, logos, products, interfaces, photographs, and other client-owned or third-party materials.
Those materials remain the property of their respective owners and are displayed for portfolio, attribution, commentary, or informational purposes. Their appearance on the Website does not grant you permission to use them.
Past Midnight retains rights in its own creative work to the extent provided by the applicable Services Agreement.
Ownership, licensing, transfer, and permitted use of deliverables created for a client are governed exclusively by the applicable Services Agreement. Nothing displayed on the Website changes or expands the rights granted under that agreement.
Acceptable Use
You agree not to:
Use the Website for an unlawful, fraudulent, harmful, or abusive purpose
Attempt to gain unauthorized access to the Website, its hosting environment, forms, systems, or connected services
Interfere with the operation, availability, performance, or security of the Website
Introduce malware, malicious code, automated attacks, or harmful material
Scrape, crawl, harvest, or systematically extract Website content or visitor information without written authorization
Impersonate another person or misrepresent your identity, authority, or affiliation
Submit information you do not have the right to provide
Infringe intellectual-property, privacy, publicity, contractual, or other rights
Use the Website to send spam, solicitations, or deceptive communications
Circumvent access restrictions or security measures
We may restrict or block access to the Website if we reasonably believe these Terms have been violated.
Project Inquiries and Submissions
Submitting a contact form, sending an email, scheduling a call, or discussing a possible project does not create a client relationship, confidentiality obligation, partnership, fiduciary relationship, or commitment to perform services.
A client relationship begins only when the parties enter into a Services Agreement.
Do not send trade secrets, credentials, regulated data, or highly confidential information through the Website’s public contact form. If sensitive information is required for a potential engagement, contact us first so an appropriate method can be arranged.
You represent that you have the right to submit any information or materials you provide to us.
Client Services and Services Agreements
All paid client services are governed by the applicable Services Agreement.
The Services Agreement may address:
Project scope and deliverables
Fees, deposits, invoices, and payment schedules
Timelines, milestones, and client dependencies
Revision rounds and changes in scope
Client responsibilities and required materials
Intellectual-property ownership and licensing
Third-party assets, fonts, software, and services
Confidentiality
Portfolio and publicity rights
Project suspension, cancellation, and termination
Warranties, liability, indemnification, and dispute resolution
Other terms specific to the engagement
If a Services Agreement conflicts with these Terms, the Services Agreement controls with respect to the client relationship and services covered by that agreement.
Nothing on the Website modifies, replaces, or overrides an existing Services Agreement. Changes to a Services Agreement must be made in the manner required by that agreement.
No Guarantee of Engagement or Results
We may accept or decline an inquiry or proposed engagement at our discretion.
Examples, case studies, fundraising amounts, launch results, testimonials, and other outcomes shown on the Website describe particular projects and circumstances. They do not guarantee that another client or project will achieve the same or similar results.
Past Midnight does not guarantee any particular commercial, financial, fundraising, marketing, traffic, conversion, search-ranking, or business outcome.
Any promises, warranties, or performance commitments relating to paid services must be expressly stated in the applicable Services Agreement.
Accuracy and Availability
We aim to keep Website content useful and current, but we do not guarantee that all information is complete, accurate, current, or free from error.
The Website may occasionally be unavailable, delayed, modified, or discontinued. We may update, remove, or change Website content at any time without notice.
You are responsible for evaluating information before relying on it.
Third-Party Links and Services
The Website may contain links to client websites, social platforms, publications, software, or other third-party resources.
Links are provided for convenience and context. Past Midnight does not control and is not responsible for third-party content, availability, security, products, services, terms, or privacy practices.
A link does not necessarily imply endorsement. Your use of a third-party website or service is governed by that third party’s terms and policies.
Privacy
Our collection and use of personal information are described in our Privacy Policy.
The Privacy Policy is a notice about our data practices and is not incorporated as a contractual promise beyond what applicable law requires.
Disclaimers
To the fullest extent permitted by law, the Website and its content are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise.
Past Midnight disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, availability, and security.
We do not warrant that the Website will be uninterrupted, error-free, secure, free of harmful components, or suitable for any particular purpose.
Nothing on the Website constitutes legal, financial, tax, investment, accounting, or other regulated professional advice.
Some jurisdictions do not permit the exclusion of certain warranties. In those jurisdictions, these exclusions apply only to the extent permitted by law.
Any warranties relating to paid client services are governed by the applicable Services Agreement.
Limitation of Liability
To the fullest extent permitted by law, Past Midnight and its owners, officers, employees, contractors, and agents will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or connected with the Website.
This includes loss of profits, revenue, data, business opportunities, goodwill, or other intangible losses, even if we were advised that such damages were possible.
To the fullest extent permitted by law, our total aggregate liability arising from or connected with your use of the Website will not exceed one hundred U.S. dollars.
These limitations do not apply to liability that cannot lawfully be excluded or limited.
Liability relating to paid client services is governed by the applicable Services Agreement rather than this section.
Indemnification
To the extent permitted by law, you agree to defend, indemnify, and hold harmless Past Midnight and its owners, officers, employees, contractors, and agents from claims, liabilities, damages, judgments, losses, and reasonable costs arising from:
Your unlawful or unauthorized use of the Website
Your violation of these Terms
Materials or information you submit without the necessary rights or permissions
Your infringement of another person’s intellectual-property, privacy, or other rights
This section does not require a consumer to indemnify us where doing so would be prohibited by applicable law.
Indemnification obligations relating to paid client services are governed by the applicable Services Agreement.
Governing Law and Venue
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.
Subject to any mandatory consumer rights that apply in your jurisdiction, disputes arising from these Terms or the Website will be brought in the state or federal courts serving the county in Texas where Techtera, LLC maintains its principal office. You and Past Midnight consent to the jurisdiction of those courts.
Before filing a claim, the parties agree to make a good-faith effort to resolve the dispute informally through written notice and direct discussion.
These Terms do not limit any nonwaivable rights or remedies available under applicable consumer law.
Disputes arising from paid client services are governed by the dispute-resolution provisions in the applicable Services Agreement.
Changes to These Terms
We may update these Terms to reflect changes to the Website, our business, or applicable law.
The revised Terms become effective when posted unless a later date is stated. The “Last updated” date at the top will identify the most recent version.
Your continued use of the Website after revised Terms become effective constitutes acceptance of those revised Terms.
Changes to an existing Services Agreement must be made in accordance with that agreement and are not accomplished merely by changing these Terms.
Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, that provision will be enforced to the greatest extent permitted or removed if necessary. The remaining provisions will continue in effect.
No Waiver
Failure to enforce a provision of these Terms does not waive our right to enforce it later.
Entire Agreement
These Terms constitute the entire agreement between you and Past Midnight concerning public use of the Website.
They do not replace, amend, or supersede a Services Agreement governing paid client services.
Contact
Questions about these Terms may be sent to:
Techtera, LLC
Doing business as Past Midnight Studio
Email: hello@past.studio
Website: www.pastmidnight.studio
