Welcome to Madsun Media (“we,” “us,” “our”). These Terms of Service (“Terms”) govern your use of our website www.madsunmedia.com and our related digital services (collectively, the “Services”).

By accessing our website, engaging our services, or clicking to accept these Terms, you (“Client” or “End-Customer”) agree to be bound by this legally binding agreement. If you represent a company or legal entity, you confirm that you have the authority to bind such entity to these Terms.

1. Introduction and Acceptance of Terms

By using the Services provided by Madsun Media, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use our Services.

Madsun Media operates as an authorized reseller of UPLEF FZ-LLC, facilitating project management, client relationships, and service coordination.

2. Definitions

For clarity, the following terms are used throughout these Terms:

• Madsun Media (Reseller): The company providing sales, marketing, and client management services. Address: 1486/5, Street Number 1, Harkrishan Nagar, Shimlapuri, Ludhiana, Punjab 141003. GST: 03AWMPK9963E1NP.
• Service Provider / Merchant of Record (MoR): UPLEF FZ-LLC, the primary provider of the underlying software, infrastructure, and digital services. UPLEF FZ-LLC is the legally recognized Merchant of Record (MoR).
• Services: IT and digital services including web development, custom software, UI/UX design, and digital product development offered via Madsun Media and delivered by the Service Provider.
• Invoice: A legally binding digital invoice issued by UPLEF FZ-LLC, acting as the Merchant of Record.

3. The Merchant of Record Model and Your Contract

3.1 Acknowledgment of MoR Structure

By engaging Madsun Media, you understand and agree that:

• The sale of Services is a direct contractual relationship between you and UPLEF FZ-LLC as the Merchant of Record (MoR).
• Madsun Media acts as an independent reseller and your primary point of contact for communication, coordination, and project management.
• The full contract for Services includes: (i) These Terms of Service, and (ii) The End User License Agreement (EULA) or Terms of Service of UPLEF FZ-LLC, which you must accept prior to project initiation.

3.2 Implications of the MoR Model

As the Merchant of Record, UPLEF FZ-LLC is solely responsible for:

• Payment processing, refunds, and chargebacks.
• Tax compliance (GST, VAT, or applicable indirect taxes).
• Regulatory and consumer protection compliance.
• Acting as the Data Controller for all personal data processed during the transaction.

4. Services and Project Initiation

4.1 Project Proposal

Each project is governed by a Project Proposal or Statement of Work (SOW) that defines the scope, deliverables, timelines, and fees. This will be presented to you by Madsun Media.

4.2 Commencement of Work

A project is officially considered “commenced” when:

1. You sign and return the Project Proposal,
2. You accept both these Terms and the Service Provider’s EULA/ToS, and
3. The Merchant of Record (UPLEF FZ-LLC) receives the first payment as per the issued invoice.

5. Client Responsibilities

You agree to cooperate fully to enable the successful delivery of Services. Specifically, you will:

• Provide all required materials, text, images, and data promptly and in the requested format.
• Designate a single point of contact authorized to approve and provide feedback.
• Deliver consolidated feedback within specified timelines.
• Grant necessary administrative access to relevant systems or servers.

Failure to meet these obligations may delay project timelines and delivery.

6. Invoicing and Payment

6.1 Invoice Generation

All payments are processed through the Merchant of Record (UPLEF FZ-LLC). Madsun Media will facilitate invoice creation via the MoR’s billing system, and UPLEF FZ-LLC will issue the official invoice.

6.2 Payment Terms

You agree to pay all invoices by the due date specified on the invoice. Payments must be made in the stated currency through the MoR’s secure payment gateways.

6.3 Consequences of Non-Payment

Failure to pay invoices on time may result in:

• Suspension of ongoing Services,
• Termination of access to project files or systems, and/or
• Late payment penalties as applicable.

7. Intellectual Property Rights

7.1 Service Provider IP

All intellectual property rights in UPLEF FZ-LLC’s pre-existing software, platforms, and tools remain exclusively with the Service Provider.

7.2 Client IP

You retain ownership of your provided materials, data, and brand assets. Upon full payment, you receive a non-exclusive license to use the final deliverables as defined in the Project Proposal and the Service Provider’s EULA/ToS.

7.3 License Grant

Madsun Media is granted a limited, non-transferable license to use your content and brand assets solely for the purpose of providing Services.

8. Disclaimer of Warranties and Limitation of Liability

8.1 Disclaimer

ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MADSUN MEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 Limitation of Liability

MADSUN MEDIA’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE MERCHANT OF RECORD FOR THE SPECIFIC SERVICE WITHIN THE SIX (6) MONTHS PRECEDING THE CLAIM. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

9. Confidentiality

Both parties agree to maintain strict confidentiality regarding each other’s proprietary or confidential information. Such information shall not be disclosed to third parties except where necessary for service delivery or as required by law.

10. Termination

These Terms remain in effect until terminated. Either party may terminate the agreement with 30 days’ written notice in the event of a material breach. Your rights under these Terms will terminate automatically if you fail to comply with any provisions herein.

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India. All disputes are subject to the exclusive jurisdiction of the courts in Ludhiana, Punjab, India.

12. Contact Information

For questions, concerns, or legal correspondence, please contact: