Terms & Conditions
MHT MEDIA, LLC — TERMS AND CONDITIONS
Last Updated: July 22, 2026
1. AGREEMENT
These Terms and Conditions ("Terms") govern your use of the MHT Media, LLC website located at mhtmedia.com ("Site") and any services provided by MHT Media, LLC, a Texas limited liability company ("MHTM," "we," "us," or "our"). By accessing the Site or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use the Site or engage our services.
When you enter into a project with MHTM, these Terms are incorporated by reference into your Scope of Work ("SOW") and together form the binding agreement between the parties ("Agreement").
2. DEFINITIONS
"Agreement" means the SOW, these Terms, and any other incorporated documents.
"Client" means the individual or entity identified in the SOW who has engaged MHTM for Services.
"Deliverables" means the services and work product specified in the SOW to be delivered by MHTM.
"Final Deliverables" means the final versions of Deliverables accepted by Client.
"Client Content" means all materials, writing, images, or other creative content provided by Client for use in the Deliverables.
"Third Party Materials" means proprietary third-party materials incorporated into the Final Deliverables, including stock photography, fonts, or licensed software.
"MHTM Tools" means all design and development tools created or used by MHTM in performing Services, including source code, web authoring tools, type fonts, application tools, and general non-copyrightable concepts such as website design, architecture, layout, and navigational elements.
"Services" means all services and work product to be provided to Client as described in the SOW.
"Scope of Work" or "SOW" means a separate document, signed or approved in writing by both parties, outlining the scope of work, deliverables, payment terms, and other agreed conditions. All SOWs are governed by and incorporate these Terms.
3. WEBSITE USE
3.1 Permitted UseYou may access and use the Site for lawful informational and business purposes only. You agree not to use the Site in any way that violates applicable law or regulation.
3.2 Prohibited ConductYou agree not to:
- Scrape, crawl, or systematically extract data or content from the Site by automated means without prior written consent from MHTM
- Reproduce, distribute, modify, or create derivative works from any Site content without express written permission
- Use the Site to transmit spam, malware, or any harmful or disruptive code
- Attempt to gain unauthorized access to any portion of the Site or its related systems
- Use the Site in any manner that could damage, disable, or impair the Site or interfere with any other party's use
3.3 Intellectual PropertyAll content on the Site — including text, graphics, logos, images, case studies, and code — is the property of MHTM or its licensors and is protected by applicable intellectual property laws. Nothing on the Site grants you any license or right to use MHTM's intellectual property without prior written consent.
3.4 Third-Party LinksThe Site may contain links to third-party websites. MHTM does not control and is not responsible for the content or practices of any linked site. Links do not imply endorsement.
3.5 Disclaimer of WarrantiesThe Site is provided on an "as is" and "as available" basis. MHTM makes no warranties, express or implied, regarding the Site's accuracy, reliability, availability, or fitness for a particular purpose. MHTM does not warrant that the Site will be error-free or uninterrupted.
3.6 Limitation of LiabilityTo the fullest extent permitted by law, MHTM shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of, or inability to use, the Site. MHTM's total liability for any claim arising from your use of the Site shall not exceed $100.
3.7 Privacy and DataAny personal information you submit through the Site is governed by our Privacy Policy, incorporated herein by reference. MHTM does not sell personal data. Information submitted through the Site is used solely to respond to inquiries and fulfill requested services.
4. CLIENT SERVICES
4.1 ServicesMHTM will perform the Services listed in the applicable SOW in accordance with the schedule and milestones set forth therein. All work will be performed according to industry best practices.
Services may include, but are not limited to: Shopify design and development, conversion rate optimization (CRO), web design, landing page design, email marketing strategy, and e-commerce consulting.
4.2 Change OrdersAny work requested outside the scope of the SOW requires a written change order agreed upon by both parties before work begins. Additional services are billed at MHTM's standard rate of $125.00 per hour unless otherwise agreed in writing.
4.3 Client ResponsibilitiesClient is responsible for:
- Providing all Client Content in a form suitable for use in the Deliverables without additional preparation by MHTM, unless otherwise specified in the SOW
- Proofreading and reviewing all Deliverables within the approval periods defined in the SOW
- Making timely decisions and providing approvals to keep the project on schedule
- Errors or corrections required after Client's acceptance of any Deliverable will be billed at $125.00 per hour
5. PAYMENT
5.1 FeesClient agrees to pay the fees set forth in the SOW, plus any applicable taxes. All fees are in U.S. dollars.
5.2 Payment Schedule
- Projects under $5,000: payment in full is due prior to project start
- Projects $5,001 and above: 50% due prior to project start, 25% at project midpoint, 25% upon completion and prior to site launch
- Recurring service charges (support, marketing retainers) are billed per the schedule in the SOW
5.3 Non-Refundable DepositOnce research, design, or development work has commenced, the initial deposit is non-refundable. In the event of a client-initiated cancellation after work has started, Client forfeits the deposit plus a pro-rata payment for time spent to date.
5.4 ExpensesClient will reimburse MHTM for approved out-of-pocket expenses at cost plus a 15% markup. Expenses requiring Client travel will be approved in advance. Third-party costs (stock photography, software licenses, app subscriptions) are billed separately and require Client approval before being incurred.
5.5 InvoicesAll invoices are payable within ten (10) days of receipt. Invoices will itemize any expenses and third-party costs separately.
5.6 Late PaymentsOverdue balances accrue a monthly service charge of 1.5%, or the maximum rate permitted by law, whichever is lower. Payments are applied first to accrued late fees, then to the outstanding balance. MHTM reserves the right to pause work on active projects until overdue balances are resolved.
5.7 HostingFor Shopify-based projects, hosting is managed through Client's Shopify account and is Client's sole financial responsibility. For WordPress or other platform projects, MHTM will assist with hosting setup at Client's direction, but all hosting costs are the Client's financial responsibility. MHTM does not cover, subsidize, or assume liability for third-party hosting fees under any circumstance.
5.8 Credential TransferUpon receipt of final payment, MHTM will transfer all Deliverables to Client's server or transfer Shopify Store credentials to Client.
6. EVALUATION AND ACCEPTANCE
6.1 Approval PeriodUpon delivery of each Deliverable, Client has five (5) business days to notify MHTM in writing of any objections, corrections, or required changes. MHTM will address and resubmit within five (5) business days. Client then has five (5) business days to approve or request further revisions.
6.2 Deemed AcceptanceIf Client does not provide written feedback within the approval period, the Deliverable is considered approved and accepted.
7. DELAYS
7.1 MHTM DelaysMHTM will use commercially reasonable efforts to meet all milestones. If MHTM anticipates a delay, MHTM will notify Client in writing. MHTM may extend a due date by written notice.
7.2 Client DelaysAny delay caused by Client in providing materials, content, feedback, or approvals will result in a day-for-day extension of all related due dates. MHTM is not responsible for timeline impacts caused by Client delay.
7.3 Force MajeureNeither party will be in breach for delays caused by conditions outside their reasonable control, including natural disasters, acts of government, power failure, labor disputes, acts of war, terrorism, or pandemics. Both parties will make reasonable efforts to notify each other in writing of such conditions.
8. SUPPORT SERVICES
8.1 Warranty PeriodMHTM will perform update and maintenance services at no charge for thirty (30) days from project completion or site launch ("Warranty Period"), within the scope defined in the SOW. The Warranty Period does not begin, and will not be extended, until Client has paid the final invoice in full.
8.2 Post-Warranty SupportAfter the Warranty Period, support services are billed at $125.00 per hour. Post-warranty support is limited to maintenance of existing functionality and does not include enhancements, new features, or work outside the original scope.
9. OWNERSHIP AND INTELLECTUAL PROPERTY
9.1 Client ContentClient Content remains the exclusive property of Client. Client grants MHTM a non-exclusive, non-transferable license to use Client Content solely to perform the Services and for limited promotional use as permitted under Section 11.
9.2 Final DeliverablesUpon receipt of full payment, Client receives full ownership of the source code and Final Deliverables, excluding any background technology, MHTM Tools, or Third Party Materials.
9.3 Background Technology and MHTM ToolsAll MHTM Tools and background technology remain the exclusive property of MHTM. MHTM grants Client a non-exclusive, non-transferable, perpetual, worldwide license to use MHTM Tools solely as necessary to operate the Final Deliverables for the Project. This license does not permit Client to resell, sublicense, or transfer MHTM Tools to any third party.
9.4 Third Party MaterialsThird Party Materials remain subject to their original licenses. MHTM will inform Client of any Third Party Materials incorporated into Deliverables.
9.5 Preliminary WorksMHTM retains all rights to preliminary or exploratory works created in connection with the Project. If Client receives any Preliminary Works, Client will return them within thirty (30) days of project completion.
10. CONFIDENTIAL INFORMATION
Both parties agree to hold the other's Confidential Information in strict confidence. "Confidential Information" includes all information and materials shared by either party in connection with the Services.
Confidential Information remains the property of the disclosing party. Neither party will disclose, publish, or use the other's Confidential Information for any purpose beyond fulfilling obligations under the Agreement. Both parties will take reasonable steps to protect Confidential Information from unauthorized disclosure.
On termination or expiration of the Agreement, each party will promptly return or destroy the other's Confidential Information upon request. Confidentiality obligations survive termination.
11. PROMOTION
11.1 Portfolio UseMHTM retains the right to display and reproduce Deliverables in MHTM's portfolio, website, case studies, and promotional materials for the purpose of showcasing work. MHTM will seek reasonable approval before doing so and will credit Client appropriately.
11.2 Mutual PromotionEither party may describe its role in the Project in its own marketing materials, subject to the other party's reasonable approval. Neither party will make representations about the other that are inaccurate or misleading.
12. TERMINATION
12.1 Termination for ConvenienceEither party may terminate the Agreement with thirty (30) days written notice.
12.2 Termination for CauseEither party may terminate immediately upon written notice if the other party materially breaches the Agreement and fails to cure the breach within seven (7) days of written notice.
12.3 Termination for InsolvencyEither party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or ceases to conduct business in the normal course.
12.4 Termination FeesUpon termination for any reason, Client will pay MHTM for all Services performed through the termination date, plus all expenses and third-party costs incurred. If the initial deposit does not cover work completed, Client owes the difference.
12.5 IP on TerminationUpon termination and receipt of full payment for work completed, MHTM will transfer rights to Deliverables accepted by Client up to the termination date.
13. REPRESENTATIONS AND WARRANTIES
13.1 By MHTMMHTM represents that: (a) MHTM has the right to enter into this Agreement; (b) the Services will be performed with professional care and skill; (c) Final Deliverables, to the best of MHTM's knowledge, will not infringe the intellectual property rights of any third party.
13.2 By ClientClient represents that: (a) Client has the right to enter into this Agreement; (b) all Client Content provided to MHTM is owned by Client or Client has full rights to use it; (c) Client Content does not infringe the intellectual property or other rights of any third party.
14. LIMITATION OF LIABILITY
To the fullest extent permitted by law, MHTM's total liability to Client for any claim arising under or related to the Agreement shall not exceed the total fees paid by Client to MHTM in the three (3) months preceding the claim. In no event will MHTM be liable for lost profits, lost revenue, loss of data, or any indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages.
15. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless MHTM, its officers, employees, and contractors from and against any claims, losses, damages, and expenses (including reasonable attorney's fees) arising from: (a) Client's breach of these Terms; (b) Client Content infringing any third-party rights; or (c) Client's use of the Deliverables in a manner not authorized under this Agreement.
16. DISPUTE RESOLUTION
The parties agree to attempt to resolve any dispute informally through good-faith negotiation before pursuing formal legal action. If informal resolution fails, disputes will be governed by the laws of the State of Texas, without regard to conflict of law principles. Venue for any legal action will be in Travis County, Texas.
17. GENERAL PROVISIONS
17.1 Entire AgreementThese Terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede all prior understandings, representations, and agreements relating to the subject matter.
17.2 AmendmentsMHTM reserves the right to update these Terms at any time. The updated Terms will be posted on the Site with a revised effective date. Continued use of the Site or engagement of Services after any update constitutes acceptance of the revised Terms.
17.3 SeverabilityIf any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
17.4 No WaiverFailure by either party to enforce any provision of the Agreement does not constitute a waiver of that party's right to enforce it in the future.
17.5 Independent ContractorMHTM operates as an independent contractor. Nothing in these Terms creates an employer-employee, partnership, joint venture, or agency relationship between MHTM and Client.
17.6 AssignmentClient may not assign its rights or obligations under the Agreement without MHTM's prior written consent. MHTM may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
17.7 NoticesAll formal notices under this Agreement must be in writing and sent to michael@mhtmedia.com or the contact information provided in the applicable SOW.
