Terms of Service

1. Introduction and Acceptance

These Terms of Service constitute a legally binding agreement between you and Mia Anne LLC, founded by developer Mia Anne, with its principal place of business at 1169 E 700 S, Provo, UT 84606-6365, United States. Throughout these terms, references to Mia Anne LLC, we, us, our, or the Company refer to Mia Anne LLC, and references to you or your refer to the individual or entity accessing our website or engaging our services.

By accessing the website located at https://www.miaanne.autos, using any of our computer systems design and integration services, contacting us via email at touch@miaanne.autos, calling us at +15307877351, or otherwise interacting with Mia Anne LLC, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference. If you do not agree with any provision of these terms, you must immediately discontinue your use of our website and refrain from engaging our services.

We reserve the right to modify these Terms of Service at any time at our sole discretion. When we make changes, we will update the Effective Date at the top of this page. Your continued use of our website or services following the posting of revised terms constitutes your acceptance of those changes. We encourage you to review these terms periodically to stay informed of your rights and obligations.

2. Eligibility

By agreeing to these Terms of Service, you represent and warrant that: you are at least 18 years of age or the age of legal majority in your jurisdiction of residence; you have the full right, power, and authority to enter into this agreement on your own behalf or on behalf of the organization you represent; your use of our website and services will not violate any applicable law, regulation, or contractual obligation; and all information you provide to us is truthful, accurate, current, and complete.

Our website and services are intended for business and professional use. If you are accessing our website or services on behalf of a company, organization, government agency, or other legal entity, you represent that you are authorized to bind that entity to these Terms of Service. In such case, references to you shall refer to that entity.

3. Description of Services

Mia Anne LLC provides professional services in the field of computer systems design and related services, operating within the Professional, Scientific, and Technical Services sector. Our service offerings include but are not limited to:

• Computer Integrated Systems Design: Architecture, planning, and specification of integrated computer systems encompassing hardware, software, networking, and supporting infrastructure tailored to client operational requirements.
• Cloud and Hybrid Infrastructure: Design, deployment planning, and architectural guidance for cloud-native, on-premise, and hybrid infrastructure solutions including compute orchestration, storage architecture, and disaster recovery frameworks.
• Systems Integration Services: Middleware development, API design and implementation, legacy system modernization, and interoperability engineering to unify heterogeneous technology ecosystems.
• Cybersecurity Engineering: Security architecture design, vulnerability assessment, threat modeling, defense-in-depth implementation planning, and compliance framework alignment.
• Performance Optimization: Full-stack profiling, bottleneck analysis, kernel tuning, caching strategy, database optimization, and load balancing architecture for production systems.
• Technical Consulting and Strategy: Technology roadmap development, procurement advisory, system audits, architecture review, and technical due diligence assessments.

The specific scope, deliverables, timeline, and fees for any service engagement will be set forth in a separate written agreement, statement of work, or service proposal mutually executed by both parties. These Terms of Service provide the general framework; in the event of any conflict between these terms and a signed service agreement, the signed service agreement shall control with respect to the specific engagement described therein.

4. User Obligations and Acceptable Use

When using our website or services, you agree to comply with the following obligations and restrictions:

4.1 Website Use

• You will not use our website in any way that violates applicable federal, state, local, or international law, regulation, or ordinance.
• You will not attempt to gain unauthorized access to any portion of our website, our servers, our networks, or any systems or networks connected to our infrastructure.
• You will not engage in any activity that interferes with or disrupts the proper functioning of our website, including through the use of viruses, malware, bots, scrapers, denial-of-service attacks, or any other harmful code or automated means not expressly authorized by us.
• You will not use our website to transmit, distribute, or store material that is unlawful, defamatory, obscene, fraudulent, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable.
• You will not impersonate any person or entity, misrepresent your affiliation with any person or entity, or engage in any fraudulent or deceptive conduct through our website.

4.2 Service Engagement

• You will provide accurate, complete, and timely information necessary for us to perform the agreed-upon services, including access credentials, system documentation, technical specifications, and operational requirements as reasonably requested.
• You will designate a qualified point of contact with sufficient authority and technical knowledge to make decisions, provide approvals, and facilitate communication throughout the engagement.
• You will ensure that your existing systems, software, and infrastructure meet the minimum technical prerequisites communicated by us before commencement of service delivery.
• You will not use any deliverables, recommendations, designs, or outputs provided by us in a manner that violates applicable laws, infringes on third-party rights, or exceeds the scope of the license granted under these terms.
• You will maintain appropriate backups of your data and systems before and during any service engagement. We are not responsible for data loss arising from your failure to maintain adequate backups.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, materials, and elements of our website — including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, software, code, page layout, design, look and feel, and the selection and arrangement thereof — are the exclusive property of Mia Anne LLC or its licensors and are protected by United States and international copyright, trademark, trade dress, patent, and other intellectual property and proprietary rights laws.

The Mia Anne name, the Mia Anne LLC name, our logos, and all related names, marks, product and service names, designs, and slogans are trademarks of Mia Anne LLC or its affiliates. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our website are the trademarks of their respective owners.

5.2 Client Materials

You retain all right, title, and interest in and to any materials, data, specifications, content, or information that you provide to us in connection with a service engagement. You grant us a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and create derivative works of such client materials solely as necessary to perform the services and deliver the deliverables under the applicable service agreement.

5.3 Deliverables and Work Product

Unless otherwise expressly agreed in a signed written agreement, upon full payment of all fees owed for a specific engagement, we grant you a perpetual, irrevocable, non-exclusive, non-transferable, worldwide license to use the deliverables produced specifically for you under that engagement for your internal business purposes. We retain ownership of all pre-existing materials, tools, methodologies, frameworks, libraries, know-how, and intellectual property that we use or develop in the course of performing our services, including any improvements or modifications made to such pre-existing materials during the engagement.

5.4 Feedback

If you provide us with any feedback, suggestions, ideas, or recommendations regarding our website or services, you agree that we may use such feedback without any obligation to compensate you and without any restriction based on confidentiality, intellectual property rights, or otherwise.

6. Confidentiality

In the course of our engagement, each party may disclose to the other certain non-public, proprietary, or confidential information. Confidential Information includes but is not limited to business plans, strategies, financial data, technical specifications, source code, infrastructure designs, security configurations, client lists, trade secrets, and any information clearly identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances.

Each party agrees to: hold the other partys Confidential Information in strict confidence; not disclose such information to any third party without the disclosing partys prior written consent, except to employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this section; use such information solely for the purpose of performing obligations or exercising rights under these Terms of Service and any applicable service agreement; and protect the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care.

The obligations of confidentiality do not apply to information that: is or becomes publicly available through no fault of the receiving party; was rightfully in the receiving partys possession without restriction prior to disclosure by the disclosing party; is rightfully obtained by the receiving party from a third party without restriction and without breach of any confidentiality obligation; or is independently developed by the receiving party without use of or reference to the disclosing partys Confidential Information. A party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of the requirement, to the extent legally permitted, so that the disclosing party may seek a protective order or other appropriate remedy.

7. Fees, Payment, and Taxes

7.1 Service Fees

The fees for our services will be set forth in the applicable service agreement, statement of work, or proposal. Unless otherwise specified, all fees are quoted and payable in United States Dollars. Fees may be structured as fixed-price, time-and-materials, retainer, or milestone-based, as mutually agreed between the parties. Any estimates provided are for planning purposes only and are not binding unless expressly stated otherwise in a signed agreement.

7.2 Payment Terms

Payment terms shall be specified in the applicable service agreement. Unless otherwise agreed, invoices are due and payable within thirty calendar days of the invoice date. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We also reserve the right to suspend or terminate services if payment is not received when due, provided we have given you reasonable advance notice and an opportunity to cure the non-payment.

7.3 Expenses

You agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with the performance of services, provided such expenses are pre-approved by you in writing or are otherwise specified in the applicable service agreement as reimbursable. We will provide reasonable documentation for all reimbursable expenses upon request.

7.4 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, excise, or withholding taxes assessable by any jurisdiction. You are responsible for paying all such taxes, other than taxes based on our net income. If we are required by law to collect or remit any taxes, the applicable amount will be added to your invoice unless you provide us with a valid tax exemption certificate.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that: it has the full right, power, and authority to enter into and perform its obligations under these Terms of Service and any applicable service agreement; the execution and performance of its obligations do not and will not violate any other agreement to which it is a party; and it will comply with all applicable laws and regulations in connection with its performance under these terms.

8.2 Service Warranty

We warrant that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any service fails to conform to this warranty, we will, as our sole obligation and your exclusive remedy, re-perform the non-conforming service at no additional charge, provided you notify us in writing of the non-conformity within thirty calendar days after performance of the applicable service.

8.3 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, OUR WEBSITE AND ALL SERVICES, DELIVERABLES, MATERIALS, INFORMATION, AND CONTENT PROVIDED BY OR ON BEHALF OF MIA ANNE LLC ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT: OUR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; ANY DEFECTS OR ERRORS IN OUR WEBSITE OR SERVICES WILL BE CORRECTED; ANY INFORMATION, ADVICE, OR RECOMMENDATIONS OBTAINED THROUGH OUR SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR THAT ANY SPECIFIC RESULTS OR OUTCOMES CAN BE GUARANTEED FROM THE USE OF OUR SERVICES. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF OUR WEBSITE AND RELIANCE ON ANY INFORMATION OR MATERIALS PROVIDED THROUGH OUR SERVICES.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIA ANNE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, YOUR USE OR INABILITY TO USE OUR WEBSITE, OR ANY SERVICES PROVIDED BY US, WHETHER BASED ON WARRANTY, CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF MIA ANNE LLC FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: THE TOTAL FEES PAID BY YOU TO US UNDER THE APPLICABLE SERVICE AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS IF NO FEES HAVE BEEN PAID.

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE REMEDIES PROVIDED UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to defend, indemnify, and hold harmless Mia Anne LLC, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses including reasonable attorneys fees and court costs arising out of or relating to: your use of our website or services in violation of these Terms of Service; your breach of any representation, warranty, or obligation under these terms; your violation of any applicable law, regulation, or third-party right including any intellectual property or privacy right; any materials, data, or content you provide to us; or any negligent, reckless, or intentionally wrongful act or omission by you or your employees, agents, or contractors in connection with the use of our website or services.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You shall not settle any claim that imposes any obligation or liability on us without our prior written consent.

11. Term and Termination

11.1 Term

These Terms of Service shall remain in full force and effect for as long as you access or use our website or services. The term of any specific service engagement shall be set forth in the applicable service agreement.

11.2 Termination for Convenience

Either party may terminate any service agreement upon the notice period specified in that agreement. If no notice period is specified, either party may terminate upon thirty calendar days written notice to the other party, provided that termination shall not relieve you of your obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

11.3 Termination for Cause

Either party may terminate these Terms of Service or any service agreement immediately upon written notice if the other party: materially breaches any provision of these terms or the service agreement and fails to cure such breach within thirty calendar days after receiving written notice describing the breach; becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, or has such a petition filed against it that is not dismissed within sixty days; or ceases to conduct business in the normal course.

11.4 Effect of Termination

Upon termination of these Terms of Service or any service agreement: you shall immediately pay all outstanding fees and expenses due; each party shall return or destroy, at the disclosing partys election, all Confidential Information of the other party in its possession, except that each party may retain copies as reasonably necessary for legal, regulatory, or archival purposes; and any provisions that by their nature should survive termination shall survive, including but not limited to those relating to intellectual property, confidentiality, limitation of liability, indemnification, dispute resolution, and governing law.

12. Third-Party Services

Our website may contain links to third-party websites, applications, tools, or services that are not owned or controlled by Mia Anne LLC. We do not endorse, and we assume no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that we shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third-party content, goods, or services available on or through any such third-party website or service.

In the course of providing services to you, we may recommend, integrate with, or configure third-party products, platforms, or services. Unless otherwise expressly provided in a signed service agreement, we make no warranty regarding and assume no liability for the performance, security, suitability, or reliability of any third-party products or services, even if we recommended or assisted in their implementation. All such third-party products and services are subject to the terms and conditions of the respective third-party provider.

13. Governing Law

These Terms of Service, and any dispute, claim, or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service or any transactions conducted hereunder.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

We value our relationship with you and are committed to resolving disputes in a fair and efficient manner. Before initiating any formal legal proceeding, you agree to first contact us at touch@miaanne.autos and attempt to resolve the dispute informally. Both parties agree to engage in good-faith negotiations for a period of at least sixty calendar days before either party may commence arbitration or file a claim in court where permitted by this section.

14.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, that cannot be resolved through the informal process described above shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within thirty days, the AAA shall appoint an arbitrator in accordance with its rules. The arbitration shall be held in Utah County, Utah, or at another mutually agreed location. The arbitrator shall have the authority to grant any remedy that would otherwise be available in court, including injunctive relief. The arbitrators decision shall be final and binding on both parties.

14.3 Class Action Waiver

YOU AND MIA ANNE LLC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one persons claims and may not otherwise preside over any form of a representative or class proceeding.

14.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or to address claims relating to the breach or threatened breach of confidentiality obligations, without first engaging in the informal resolution or arbitration procedures described above.

14.5 Opt-Out Right

You may opt out of the binding arbitration and class action waiver provisions set forth in this Section 14 by sending written notice of your decision to opt out to Mia Anne LLC, Attn: Legal, 1169 E 700 S, Provo, UT 84606-6365, United States, or by email to touch@miaanne.autos, within thirty calendar days of first accepting these Terms of Service. The opt-out notice must include your full name, address, and a clear statement that you decline the arbitration agreement. Opting out of arbitration will not affect any other part of these Terms of Service.

15. Force Majeure

Neither party shall be liable or deemed to be in default for any delay or failure in performance under these Terms of Service or any service agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riot, civil unrest, fire, flood, earthquake, storm, epidemic, pandemic, public health emergency, government action, order, or regulation, national or regional emergency, labor strikes or disputes, utility or telecommunications failures, internet disruptions, denial of service attacks, or supply chain disruptions. The affected party shall promptly notify the other party of the force majeure event and its expected duration and shall use commercially reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.

16. General Provisions

16.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any applicable service agreement, statement of work, or proposal, constitute the entire agreement between you and Mia Anne LLC regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

16.2 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to reflect the parties original intention as closely as possible in accordance with applicable law, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

No waiver by either party of any breach or default under these Terms of Service shall be deemed a waiver of any subsequent breach or default. Any failure or delay by either party in exercising any right under these terms shall not operate as a waiver thereof. All waivers must be in writing and signed by the waiving party to be effective.

16.4 Assignment

You may not assign, delegate, or transfer these Terms of Service or any of your rights or obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. We may freely assign, delegate, or transfer these Terms of Service without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

16.5 Relationship of the Parties

The relationship between you and Mia Anne LLC is that of independent contractors. Nothing in these Terms of Service shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or incur obligations on the others behalf without the other partys prior written consent.

16.6 Notices

All notices, requests, consents, claims, demands, and other communications under these Terms of Service must be in writing and delivered to the addresses set forth in these terms or to such other address as a party may designate by notice. Notices to Mia Anne LLC shall be sent to: Mia Anne LLC, 1169 E 700 S, Provo, UT 84606-6365, United States; Email: touch@miaanne.autos. We may send notices to you via email to the address you provide or by posting on our website. Email notice shall be deemed given when sent if no delivery failure notice is received; postal mail shall be deemed given three business days after deposit with a recognized courier or postal service.

16.7 Headings and Interpretation

The section headings in these Terms of Service are for convenience of reference only and shall not affect the interpretation or construction of any provision. The words include, includes, and including shall be deemed to be followed by the phrase without limitation. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.

17. Contact Information

If you have questions, concerns, or requests regarding these Terms of Service, or if you need to deliver any legal notice to us, please contact us using the information below. We welcome your inquiries and will respond promptly.