Terms of Service.

This Terms of Service and Master Services Agreement (the "Agreement") is entered into between Mule Digital Group LLC, a limited liability company [CONFIRM EXACT REGISTERED NAME AND FORMATION STATE] ("Mule", "we", "us", "our"), and the individual or business that accepts it and places an order ("Client", "you", "your").

You accept this Agreement when you check the acceptance box, type your name as an electronic signature, or pay for the Services, whichever happens first. Any one of those forms a binding contract. If you are accepting on behalf of a business, you represent and warrant that you are at least 18 years old and that you have the authority to bind that business, in which case "you" means that business.

This Agreement, together with your accepted quote or order, the Privacy Policy, and the Acceptable Use Policy, is the entire agreement between us. If you pay monthly, the Subscription Terms are incorporated into it as well. Sales conversations, emails, proposals, and estimates are not commitments unless they are written into your accepted quote or into a signed change order. Section 15 sets out which document controls if two of them conflict.

"Services" means the design, development, hosting, maintenance, and related work Mule performs for you, as described in your accepted quote or order.

"Project" means the website, application, dashboard, or other work product Mule builds or maintains for you under an order.

"Deliverables" means the specific work product Mule delivers to you under an order, including code, designs, and content Mule creates for you, but excluding Mule Materials and Third-Party Services.

"One-Time Purchase" means an order paid as a single price (or an agreed instalment schedule) for a completed Project, as opposed to a Subscription.

"Subscription" means an order under which you pay a recurring monthly fee for Mule to build, host, and maintain a Project, governed by the Subscription Terms.

"Build Value" means the amount your Project would cost as a One-Time Purchase, named in your quote. It is the starting figure for the Subscription buyout.

"Buyout" means the payment that transfers ownership of a Subscription Project to you, calculated as set out in the Subscription Terms.

"Client Materials" means everything you provide to Mule, including text, images, logos, trademarks, data, and access credentials.

"Mule Materials" means Mule's pre-existing and reusable property, including its frameworks, components, libraries, templates, tooling, and know-how, together with anything Mule creates that is general to its business rather than specific to your Project.

"Third-Party Services" means products and services provided by others that Mule uses to build or run your Project, such as hosting, payment processing, AI providers, analytics, and infrastructure.

Mule provides the Services described in your accepted quote or order. Your quote lists the work item by item, and the total is the sum of those items. Anything not on that list is not included.

New requests, extra pages, extra features, and revisions beyond what your quote includes are handled by a written change order, which may change the price and the timeline. Mule is not obliged to perform out-of-scope work until both parties have agreed to a change order in writing.

Timelines Mule gives are good-faith estimates, not guarantees. They depend on you providing content, access, feedback, and approvals on time, and on the availability of Third-Party Services outside Mule's control. Some quotes are marked as needing review; that price is an estimate and is not binding until Mule confirms a final number in writing. No work starts and nothing transfers to you until a final, confirmed order is paid.

Our smallest One-Time Purchase is $600. Our smallest Subscription is $19.99 / mo where there is nothing to build and Mule is only hosting and maintaining a site you already have, and $29.99 / mo where there is a build.

ONE-TIME PURCHASE. On completion of the work and receipt of full payment, Mule assigns to you ownership of the Deliverables: the code Mule wrote for you, the designs Mule made for you, and the right to use the content Mule delivered for your business. Ownership passes on completion and full payment, and not before. Mule retains a perpetual, limited right to access and modify the Project in order to fix bugs, patch security problems, or make changes you request. Mule uses that access to keep your Project working, not to alter it at will, and you may end that access at any time by telling Mule in writing, after which Mule stops maintaining the Project and is no longer responsible for it.

SUBSCRIPTION. MULE OWNS THE PROJECT. While your Subscription is current and paid, you have a non-exclusive, non-transferable licence to use the Project for your business. You may buy out the Project at any time, and on receipt of the Buyout payment Mule assigns ownership to you, after which the same limited right of access described above applies. If you cancel a Subscription without buying the Project out, your licence ends and you lose access to the Project, because it is not yours. The Subscription Terms set out the buyout price and how it falls to zero over time.

GRANDFATHERING. Clients who accepted Mule's prior terms and were promised day-one ownership keep that ownership. This section does not retroactively change their deal. A legacy account carries an ownership flag reflecting that promise, and the buyout framing in this section and in the Subscription Terms does not apply to it.

CLIENT MATERIALS. Client Materials remain your property. You grant Mule a non-exclusive licence to use them as reasonably needed to perform the Services. You represent that you own or are licensed to use everything you provide, and that Mule's use of it will not infringe anyone else's rights.

DOMAIN AND DATA ARE ALWAYS YOURS. On every plan, and whatever happens, you own your domain name, your business name and trademarks, your business data, and your customer data. Mule does not hold a domain or your data as leverage, on any plan, for any reason, including non-payment. If a Subscription ends without a buyout, Mule takes its Project offline, but Mule does not keep your domain or your data, and on request Mule returns your data in a common machine-readable format.

MULE MATERIALS. Mule owns the Mule Materials, including where they are embedded in your Project. Where you own a Project, Mule grants you a perpetual, non-exclusive, royalty-free licence to keep using the Mule Materials as embedded in that Project. You may not separately extract, resell, sublicense, or reverse-engineer the Mule Materials.

PORTFOLIO LICENCE. Mule may display the Project and your business name and logo as a portfolio and marketing reference, unless you opt out by telling Mule in writing.

PHOTOGRAPHY AND VIDEO. Where your quote includes photography or video, you receive a perpetual right to use the delivered media for your business. Mule and the photographer retain the copyright and the right to show the work in a portfolio. Delivered media is not exclusive to you unless your quote says so in writing.

Fees are stated in your accepted quote or order, are in US dollars, and are charged through our payment processor, Stripe. One-Time Purchases are charged as your quote states. Subscriptions bill monthly, in advance, and renew automatically until cancelled. You authorise Mule and its payment processor to charge your chosen payment method for all amounts you owe under this Agreement.

Deposits and amounts paid are non-refundable to the extent of work already performed. Scheduling and delivery depend on payment, and Mule may pause or suspend work on notice if an invoice is past due and not genuinely disputed. Past-due amounts that are not genuinely disputed may, where the law allows, carry interest at the lesser of 1.5% per month or the maximum rate permitted by law, and continued non-payment is a breach that may lead to suspension or termination.

You are responsible for all taxes arising from the Services other than taxes on Mule's own net income. If you believe a charge is wrong, contact Mule first at info@mule-digital.com so we can resolve it. You agree not to initiate a chargeback or payment dispute for a charge that is valid under this Agreement; a wrongful chargeback is a breach, and Mule may recover the disputed amount and reasonable costs of responding to it.

If you buy a Subscription, the Subscription Terms are incorporated into this Agreement and govern that plan. In case of conflict on a Subscription-specific point, the Subscription Terms control.

AUTOMATIC RENEWAL DISCLOSURE. A Subscription bills the monthly amount shown on your quote to your payment method, runs for an initial term of 12 months, and THEN CONTINUES AND RENEWS AUTOMATICALLY ON A MONTH-TO-MONTH BASIS UNTIL YOU CANCEL IT. There is no separate approval step each month; the charge repeats. The price, the monthly billing, the 12-month minimum term, and how to cancel are disclosed to you before you enter payment details and again on the payment page. You may cancel after the minimum term from the billing page in your client portal or by emailing info@mule-digital.com; cancellation takes effect at the end of the month already paid for and stops future charges. Cancelling a Subscription for a Project you do not own ends your licence and Mule takes that Project offline.

You will provide the content, materials, credentials, and approvals Mule reasonably needs, on time and accurate. If materials or approvals are late, Mule's dates move by the same amount; that is not a breach by Mule and does not change what you owe.

Your use of the Services and the Deliverables is subject to the Acceptable Use Policy, which is incorporated into this Agreement by reference. You are responsible for the legality of the Client Materials and for your own regulatory compliance, including any laws that apply to your industry and to the customer or personal data you choose to collect through your Project.

Each party warrants that it has the authority to enter into this Agreement. Mule warrants that it will perform the Services in a professional and workmanlike manner.

EXCEPT FOR THAT LIMITED WARRANTY, THE SERVICES AND THE DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND MULE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MULE DOES NOT GUARANTEE ANY SPECIFIC BUSINESS RESULT. MULE DOES NOT GUARANTEE REVENUE, SALES, TRAFFIC, CONVERSIONS, OR SEARCH RANKINGS. ANY SEO, GEO, OR AEO SCORE, AUDIT, OR ESTIMATE MULE PROVIDES IS INFORMATIONAL, DEPENDS ON THIRD PARTIES SUCH AS SEARCH ENGINES, AND IS NOT GUARANTEED. MULE DOES NOT WARRANT THAT ANY SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET ANY UPTIME TARGET BEYOND A SERVICE LEVEL SEPARATELY STATED IN WRITING.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you. Where that is the case, the disclaimers apply to the maximum extent the law allows.

Mule builds and runs your Project using Third-Party Services, including hosting and analytics (Vercel), an AI provider routed through a gateway (Anthropic, via the Vercel AI Gateway), payment processing (Stripe), databases (Supabase and Neon), and email and messaging providers. These are independent third parties with their own terms and privacy practices. Mule is not responsible for their acts, omissions, outages, price changes, or discontinuation, and your use of them may be subject to their terms.

AI-assisted outputs, including the quote and scoping engine and any AI tools in the portal, are aids that may contain errors and must be reviewed by you. They are not professional legal, financial, tax, or medical advice, and you should not rely on them as such.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS, OR LOSS OF GOODWILL, WHETHER OR NOT THE PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE, AND WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MULE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU ACTUALLY PAID MULE IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

These limits do not apply to liability that cannot be limited or excluded by law, including, where applicable, liability for a party's fraud, willful misconduct, or gross negligence, or to your obligation to pay amounts owed under this Agreement. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You will defend, indemnify, and hold harmless Mule and its owners, employees, and contractors against any third-party claim, and any damages and reasonable legal costs finally awarded or agreed in settlement, arising out of the Client Materials, your use of the Deliverables, your products and services, your violation of law or of the Acceptable Use Policy, or your breach of this Agreement, including any claim that the Client Materials infringe a third party's rights.

Mule will defend, indemnify, and hold harmless you against any third-party claim that the original Deliverables Mule created for you, used as delivered and unmodified, infringe that third party's US intellectual property rights, subject to the limitation of liability in section 10 and excluding any claim arising from the Client Materials, Third-Party Services, your modifications, or your combination of the Deliverables with anything Mule did not provide.

The party seeking indemnity will promptly notify the other of the claim, give the indemnifying party control of the defence and settlement (provided any settlement that imposes a non-monetary obligation on the indemnified party needs that party's consent), and provide reasonable cooperation.

Each party will protect the other's non-public information disclosed in connection with the Services with reasonable care, use it only to perform or receive the Services, and not disclose it outside its team and the providers it needs to deliver the Services, except where disclosure is required by law. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. The Privacy Policy sets out how Mule handles personal data.

This Agreement starts when you accept it and continues until all orders under it are completed or terminated. Either party may terminate for a material breach by the other, including non-payment, that is not cured within a reasonable period, not less than 10 days, after written notice. Subscription cancellation is governed by the Subscription Terms.

On termination: for a Project you own, you keep it, subject to any amounts still owed; for a Subscription Project you do not own, your licence ends and Mule may take that Project offline. In every case, Mule does not withhold your domain or your data, and on request returns your data in a common machine-readable format. Sections that by their nature should survive termination do survive, including ownership, licences, amounts owed, disclaimers, limitation of liability, indemnification, confidentiality, and dispute resolution.

GOVERNING LAW. This Agreement is governed by the laws of the State of Wisconsin, and by applicable US federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

INFORMAL RESOLUTION FIRST. Before starting arbitration, the party with a dispute will send the other a written notice describing it and email info@mule-digital.com, and the parties will try in good faith to resolve it. If it is not resolved within 30 days of that notice, either party may begin arbitration.

BINDING ARBITRATION. EXCEPT FOR THE CARVE-OUTS BELOW, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, NOT IN COURT, UNDER THE US FEDERAL ARBITRATION ACT. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL OR CONSUMER ARBITRATION RULES, AS APPLICABLE, BEFORE A SINGLE ARBITRATOR, SEATED IN DANE COUNTY, WISCONSIN, AND CONDUCTED IN ENGLISH. THE ARBITRATOR'S AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

CLASS-ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

JURY-TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

SMALL-CLAIMS AND INJUNCTIVE CARVE-OUTS. Either party may bring an individual claim in a small-claims court that has jurisdiction, instead of arbitration, if the claim qualifies. Either party may also seek temporary or preliminary injunctive relief in a court in Dane County, Wisconsin to protect intellectual property or confidential information, without waiving the rest of this section. For any matter that is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dane County, Wisconsin.

30-DAY OPT-OUT. You may opt out of the arbitration agreement, the class-action waiver, and the jury-trial waiver in this section by emailing info@mule-digital.com within 30 days after you first accept this Agreement, with your name and a clear statement that you opt out of arbitration. Opting out does not affect any other part of this Agreement, and it will not be held against you.

Each party bears its own costs unless the arbitrator or the applicable rules provide otherwise. If the class-action waiver is found unenforceable as to a particular claim, that claim, and only that claim, will proceed in court, and the rest of this section still applies.

ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. This Agreement, your accepted quote or order, the Subscription Terms (if you pay monthly), the Privacy Policy, and the Acceptable Use Policy are the entire agreement between the parties and supersede prior discussions. If they conflict, they control in this order: (1) your accepted quote or order, for the specific point it addresses; (2) these Terms; (3) the Subscription Terms; (4) the Privacy Policy and the Acceptable Use Policy.

SEVERABILITY AND REFORMATION. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable and to reflect the parties' intent, and if it cannot be, it will be severed; the rest of the Agreement stays in effect. A court or arbitrator is authorised to blue-pencil and reform an overbroad provision rather than void it.

NO WAIVER. A party's failure to enforce a provision is not a waiver of its right to enforce it later. ASSIGNMENT. You may not assign this Agreement without Mule's consent; Mule may assign it to an affiliate or in connection with a merger, acquisition, or sale of its business. FORCE MAJEURE. Neither party is liable for delay or failure caused by events beyond its reasonable control. NOTICES. Notices are given to the email addresses on file, including info@mule-digital.com. INDEPENDENT CONTRACTORS. The parties are independent contractors; this Agreement creates no partnership, employment, or agency relationship. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the parties only. HEADINGS. Headings are for convenience and do not affect interpretation.

MODIFICATION. Mule may update this Agreement prospectively. For material changes, Mule will give reasonable notice, for example by email or in the portal, before they take effect. Your continued use of the Services after a change takes effect is acceptance of the updated Agreement; if you do not agree, you may stop using the Services and, for a Subscription, cancel as set out in the Subscription Terms.

This document was drafted with the help of AI and has not been reviewed by a licensed attorney. It is not legal advice. You are welcome to have your own advisor read it before you accept it.