Terms of Service

MTHD Studio provides bespoke Shopify app development, design, and product strategy services to merchants on a project or retainer basis. The specific scope, deliverables, timeline, and fees for each engagement are defined in a Statement of Work (SOW) or service agreement signed by both parties before work begins. No work will commence without a countersigned SOW.

Fees are invoiced per the schedule in your SOW. Invoices are due within 14 days of issue unless otherwise agreed in writing. Overdue balances accrue a 1.5% monthly finance charge. MTHD Studio reserves the right to pause active work on any engagement where an invoice is more than 7 days past due, without prejudice to any other remedy.

We distinguish between two categories of intellectual property in every engagement.

Background IP means any tools, libraries, frameworks, methodologies, or code that MTHD Studio created prior to your engagement or develops independently of it — including foundational components, reusable modules, and core application architecture. MTHD Studio retains full ownership of all Background IP. Upon receipt of full payment, we grant you a perpetual, non-exclusive, royalty-free license to use the Background IP solely as incorporated into your deliverables. This license is non-transferable except in connection with a sale of your business.

Foreground IP means the client-specific configuration, business logic, design, and customization created exclusively for your engagement. Upon receipt of full payment, MTHD Studio assigns to you all rights, title, and interest in the Foreground IP.

This structure allows MTHD Studio to build on foundational work across engagements while ensuring that everything specific to your business remains entirely yours. Open-source components incorporated into deliverables remain subject to their respective licenses, which we will identify in your SOW.

Each party agrees to hold the other's non-public information in strict confidence, to use it only in connection with the engagement, and not to disclose it to any third party without prior written consent — except as required by law or court order, provided the receiving party gives prompt written notice where permitted. This obligation survives termination of the engagement for three years.

MTHD Studio warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. We do not warrant that deliverables will be entirely free of defects or operate without interruption, but we will promptly address any material defects reported within 30 days of delivery at no additional charge.

To the fullest extent permitted by applicable law, MTHD Studio's total cumulative liability for any claims arising out of or relating to these terms or an engagement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by you in the three months immediately preceding the claim. In no event will either party be liable for indirect, incidental, special, or consequential damages.

Either party may terminate an engagement for convenience by providing 14 days written notice. You will be invoiced for all work completed and expenses incurred through the termination date, payable within 14 days. MTHD Studio may terminate immediately and without notice if you materially breach these terms and fail to cure that breach within 7 days of written notice.

The provisions on payment, intellectual property, confidentiality, warranties, liability, and governing law survive any termination.

We may update these terms periodically. We will notify you of material changes by email or by posting a prominent notice on our website at least 14 days before the changes take effect. Your continued use of our services after the effective date of any update constitutes acceptance of the revised terms. If you do not agree, you may terminate your engagement in accordance with the termination section above.

These terms and any disputes arising out of or relating to them or any engagement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which MTHD Studio is registered, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the courts of that jurisdiction.