These Terms & Conditions ("Terms") govern all services provided by MTHRLND LLC, a Wisconsin limited liability company doing business as MTHRLND Digital ("MTHRLND", "we", "us" or "our"), and your use of mthrlnd.com (the "Website"). By signing a proposal, paying an invoice, approving work or using the Website, you ("Client" or "you") agree to these Terms. If you are agreeing on behalf of a business, you confirm that you have authority to bind that business.
1. Definitions
- Services means the marketing, website, software, app development, AI consultation, AI implementation and related services we provide to you.
- Proposal means any quote, estimate, statement of work, order form or proposal we issue to you and you accept, including by signature, email confirmation or payment.
- Deliverables means the work product we create specifically for you under a Proposal, such as designs, websites, apps, code, copy, campaigns, automations, chatbots and reports.
- Pre-Existing Materials means anything we created, licensed or owned before or independently of your project, including our code libraries, frameworks, components, templates, design systems, prompts, AI workflows, scripts, processes, know-how and tools.
- Client Materials means content, logos, trademarks, photos, data, credentials and other materials you provide to us.
- Third-Party Services means platforms and tools we don't control, such as Google, Meta, Apple, hosting providers, domain registrars, CRMs, AI model providers and app stores.
2. How these Terms work with your Proposal
Each Proposal describes the scope, deliverables, timeline and fees for a specific engagement. If a Proposal conflicts with these Terms, the Proposal wins for that engagement only, and only where it specifically says it overrides these Terms. Work not described in a Proposal is out of scope and will be quoted separately before we begin.
3. Fees, deposits and payment
- Fees. You agree to pay the fees set out in your Proposal. Unless stated otherwise, fees are in US dollars and exclude taxes, which you are responsible for.
- Deposits. Project work begins only after we receive the deposit stated in your Proposal. Deposits are non-refundable once work has started, because they reserve our time and cover initial work.
- Retainers and subscriptions. Monthly services are billed in advance at the start of each billing period and renew automatically until cancelled under Section 13.
- Invoices. Unless your Proposal says otherwise, invoices are due within fourteen (14) days of the invoice date.
- Late payment. Overdue balances accrue a late charge of 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. You agree to reimburse reasonable costs of collecting overdue amounts, including collection agency and attorney fees.
- Suspension for non-payment. If any invoice is more than fourteen (14) days overdue, we may pause all work, suspend services we host or manage, and withhold Deliverables until your account is paid in full. Timelines are extended by the length of any pause.
- Chargebacks. You agree to contact us to resolve any billing concern before disputing a charge with your bank or card issuer. Filing a chargeback for services that were delivered as agreed is a breach of these Terms, and you remain responsible for the amount owed plus any fees we incur.
- Expenses. Approved third-party costs, such as stock media, software licenses, plugins, domain names and hosting, are billed to you at cost unless your Proposal includes them.
4. Advertising spend and third-party costs
Advertising budgets for Google, Meta and other platforms ("Ad Spend") are separate from our fees. Ad Spend is paid by you directly to the platform, or reimbursed to us in advance where agreed in writing. We are not responsible for platform charges, account suspensions, policy decisions or billing errors made by advertising platforms.
5. Ownership of work and intellectual property
- We own everything until you've paid in full. All Deliverables, including drafts, concepts, designs, code, copy and campaign assets, remain the exclusive property of MTHRLND until we have received payment in full for the engagement that produced them, including all fees, expenses and late charges.
- No use before payment. Until payment is complete, you may not use, publish, copy, modify, resell, deploy, submit to any app store or hand any Deliverable to another provider. Any use before full payment is unauthorized and infringes our rights.
- Transfer on payment. Once you have paid in full, we assign to you all of our rights in the final, approved Deliverables created specifically for you, excluding Pre-Existing Materials and Third-Party Materials.
- Pre-Existing Materials. We keep all rights in our Pre-Existing Materials. Where they are built into your Deliverables, and once you have paid in full, we grant you a non-exclusive, perpetual, non-transferable license to use them as part of those Deliverables for your own business. You may not extract, resell, sublicense or reuse them separately.
- Rejected and unused work. Concepts, drafts and alternative designs you do not select remain our property and may be reused by us.
- Third-Party Materials. Fonts, stock media, plugins, open-source software and similar items are subject to their own licenses, which you agree to follow.
- Takedown right. If payment is not made when due, we may disable, unpublish or remove any Deliverable we host, manage or control, and revoke any access we have granted, until payment is made in full.
6. Client responsibilities
You agree to:
- provide accurate information, Client Materials, access and timely feedback;
- review and approve work promptly, and confirm the accuracy of facts, prices, claims and legal statements in your content;
- comply with all laws that apply to your business and marketing, including advertising, consumer protection, privacy, anti-spam, SMS consent (such as the TCPA) and industry rules;
- obtain all consents needed for us to contact your customers by email, text or phone on your behalf; and
- keep your own backups of important data and content.
Delays caused by missing materials, feedback or access extend timelines accordingly. If a project is paused at your request or due to your inaction for more than thirty (30) days, we may invoice for work completed to date and charge a reasonable fee to restart.
7. Client Materials
You confirm that you own or have permission to use all Client Materials, and that they do not infringe anyone's rights or break any law. You grant us a license to use Client Materials solely to provide the Services. You are responsible for any claims arising from Client Materials.
8. Approvals and revisions
Each Proposal includes the number of revision rounds for each Deliverable. Additional revisions or changes after approval are billed at our current rates. Approval may be given by email, message or signature, and your written approval, or use of a Deliverable, confirms acceptance.
9. Results and third-party platforms
Marketing results depend on many factors outside our control, including search engine algorithms, platform policies, competition, budgets, market conditions and your own operations. We do not guarantee specific rankings, traffic, leads, reviews, sales or revenue. We do not control Third-Party Services and are not responsible for their outages, changes, policy decisions, suspensions or data loss. App store approval is decided by Apple, Google and other store operators, and we cannot guarantee it.
10. AI-powered services
Our Services may use artificial intelligence. AI outputs can be inaccurate, incomplete or unexpected. You are responsible for reviewing AI-generated content and for decisions you make based on it. Chatbots and AI assistants must not be used as a substitute for professional legal, medical, financial or safety advice. You agree not to use AI Deliverables for unlawful, deceptive, discriminatory or harmful purposes, and to follow the terms of any AI model providers involved.
11. Confidentiality
Each party will keep the other's non-public business information confidential and use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law. These obligations continue for three (3) years after our relationship ends.
12. Portfolio and publicity
Unless you ask us in writing not to, we may display completed Deliverables and your business name and logo in our portfolio, case studies, social media and proposals. We will never share your confidential information or private data in doing so.
13. Term, cancellation and termination
- Monthly services continue month to month unless your Proposal sets a minimum term. Either party may cancel with thirty (30) days' written notice. Fees for the notice period remain payable.
- Projects may be cancelled by you in writing at any time. You agree to pay for all work completed and expenses incurred up to the cancellation date, and deposits are not refunded.
- Termination for breach. Either party may terminate if the other materially breaches these Terms and does not fix the breach within ten (10) days of written notice. We may terminate immediately for non-payment, abusive behavior or unlawful requests.
- After termination, you remain responsible for all amounts owed, and Sections 3, 5, 7, 9 to 12 and 14 to 20 continue to apply.
14. Non-solicitation
During our engagement and for twelve (12) months after it ends, you agree not to directly or indirectly hire, engage or solicit any MTHRLND employee or contractor who worked on your account, without our written consent.
15. Warranties and disclaimer
We will perform the Services with reasonable skill and care consistent with industry standards. Except as stated in these Terms, the Services, Deliverables and Website are provided "as is", and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.
16. Limitation of liability
To the maximum extent permitted by law, MTHRLND will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business opportunities. Our total liability for any claim relating to the Services is limited to the fees you paid to us for the specific Services giving rise to the claim during the three (3) months before the claim arose.
17. Indemnity
You agree to defend, indemnify and hold harmless MTHRLND, its members, employees and contractors from claims, losses and expenses (including reasonable attorney fees) arising from Client Materials, your products or services, your breach of these Terms, or your violation of any law or third-party right.
18. Force majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, power or internet outages, platform outages, government action, illness or labor disruptions. This does not excuse payment obligations.
19. Using our Website
All content on the Website, including text, graphics, logos, designs and code, belongs to MTHRLND or its licensors and is protected by copyright and trademark laws. You may view and share pages for personal or internal business use, but you may not copy, scrape, republish, frame or create derivative works from the Website without our written permission. You agree not to misuse the Website, including by attempting to gain unauthorized access, interfering with its operation or submitting false information through our forms. Links to other websites are provided for convenience, and we are not responsible for their content.
20. Governing law and disputes
These Terms are governed by the laws of the State of Wisconsin, without regard to conflict-of-law rules. Before filing any claim, both parties agree to try to resolve the dispute in good faith for thirty (30) days. Any legal action must be brought exclusively in the state or federal courts located in Milwaukee County, Wisconsin, and both parties consent to that jurisdiction. Nothing prevents us from seeking payment of overdue amounts in small claims court.
21. General
These Terms and your Proposal form the entire agreement between us for the Services. If any provision is found unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent. We may update these Terms from time to time by posting a new version on the Website. Changes do not affect Proposals already accepted unless you agree. Notices may be sent by email to the addresses each party designates.
22. Contact
MTHRLND LLC (MTHRLND Digital)
730 W Theresa Ct, Glendale, WI 53209
Phone: 414-387-9990
Email: help@mthrlnd.com