Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using this website, or by engaging THE HUT, LLC for any service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and all applicable laws and regulations. If you are using the website on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

THE HUT, LLC reserves the right to update or modify these Terms at any time without prior notice. Any changes become effective immediately upon posting to this page. Your continued use of the website after any modifications constitutes your acceptance of the revised Terms. We encourage you to review this page periodically.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Company", "we", "us", or "our" refers to THE HUT, LLC, its owners, directors, employees, agents, and affiliates.
• "Client" or "you" refers to any individual or entity accessing our website or engaging our services.
• "Services" refers to all products, consulting, design, development, strategy, and any other professional services offered by THE HUT, LLC.
• "Website" refers to the website operated by THE HUT, LLC, including all subdomains, pages, content, and functionality.
• "Content" means all text, graphics, images, videos, logos, data, software, and other materials displayed or made available through the website.
• "Proposal" means a formal written scope of work, estimate, or agreement provided by the Company to a Client for specific Services.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential.
• "Force Majeure" means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, governmental actions, strikes, and internet outages.

3. Use of the Website

3.1 Eligibility

By using this website, you represent and warrant that: (a) you are at least 18 years of age or the age of majority in your jurisdiction; (b) you have the legal capacity to enter into binding agreements; (c) you will comply with these Terms and all applicable local, state, national, and international laws; and (d) you are not located in a jurisdiction that is subject to a U.S. government embargo or that has been designated as a terrorist-supporting jurisdiction.

3.2 Permitted Use

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the website for lawful, personal, or internal business purposes. You agree not to:

• Use the website in any way that violates any applicable law or regulation.
• Engage in any conduct that restricts or inhibits any other user from using or enjoying the website.
• Attempt to gain unauthorized access to any part of the website, servers, or systems connected to the website.
• Introduce any viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material.
• Scrape, reproduce, duplicate, copy, sell, resell, or exploit any portion of the website without our express written permission.
• Interfere with or disrupt the integrity or performance of the website or its infrastructure.
• Use any automated means (bots, crawlers, spiders) to access or monitor the website without prior written authorization.

3.3 Intellectual Property Rights

All content, features, and functionality on the website — including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the selection, arrangement, and presentation thereof — are the exclusive property of THE HUT, LLC, its licensors, or other content providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The "THE HUT" name, logo, taglines, and all related names, design marks, product names, and service names are trademarks or service marks of THE HUT, LLC. You may not use such marks without our prior written permission. All other trademarks not owned by us that appear on the website are the property of their respective owners.

Nothing in these Terms grants you any right, title, or interest in or to our intellectual property. Any unauthorized use of our content or marks will constitute a violation of these Terms and applicable intellectual property laws.

4. Services and Engagements

4.1 Service Agreements

All Services provided by THE HUT, LLC are subject to a separate written agreement or Proposal signed by both parties. These Terms of Service are incorporated by reference into each such agreement. In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement shall control with respect to the specific engagement.

4.2 Proposals

Proposals provided by THE HUT, LLC are valid for the period stated in the Proposal (typically 30 days from the date of issue). A Proposal becomes binding only upon written acceptance by the Client and countersignature by THE HUT, LLC after any changes are agreed upon in writing. Proposals are confidential and may not be shared with third parties without our consent.

4.3 Client Responsibilities

Clients agree to:

• Provide timely and accurate information, materials, and feedback necessary for the performance of Services.
• Designate a single point of contact authorized to make decisions and provide approvals on behalf of the Client.
• Review and approve deliverables within the timeframes specified in the Proposal.
• Comply with all applicable laws and regulations regarding their use of our Services and deliverables.
• Obtain all necessary permissions, licenses, and consents for any third-party content, data, or materials they provide to us.
• Notify us promptly of any errors, omissions, or concerns regarding deliverables.

Delays caused by the Client's failure to meet these responsibilities may result in adjustments to project timelines and fees. THE HUT, LLC shall not be liable for any delays or costs arising from Client's failure to fulfill these obligations.

4.4 Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform the Services or as required by law. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority.

Confidentiality obligations shall survive the termination of any engagement or these Terms for a period of three (3) years, or indefinitely for trade secrets.

5. Fees and Payment

Fees for Services shall be as set forth in the applicable Proposal or Service Agreement. Unless otherwise agreed in writing:

• Invoices are due and payable within thirty (30) calendar days of the invoice date, unless alternative terms are specified in the Proposal.
• Projects with total fees exceeding $5,000 may require a deposit of fifty percent (50%) before work commences, with the balance due upon completion or as otherwise specified.
• Late payments shall incur a finance charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower) on the unpaid balance.
• All fees are stated in U.S. dollars and are exclusive of applicable taxes, duties, or levies. Clients are responsible for paying all taxes, including but not limited to sales, use, value-added, and withholding taxes, as required by law.
• THE HUT, LLC reserves the right to suspend work or withhold deliverables if an account becomes past due by more than fifteen (15) days.
• In the event of non-payment, the Client shall reimburse THE HUT, LLC for all reasonable costs of collection, including attorneys' fees and court costs.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL THE HUT, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, OR THE SERVICES — INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES — REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE HUT, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• THE HUT, LLC'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE HUT, LLC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7. Indemnification

You agree to indemnify, defend, and hold harmless THE HUT, LLC, its affiliates, officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your use of or access to the website or Services in violation of these Terms.
• Your violation of any applicable law, regulation, or third-party right (including intellectual property, privacy, or publicity rights).
• Any content, data, or materials you submit, post, transmit, or otherwise make available through the website or in connection with our Services.
• Your breach of any representation or warranty contained in these Terms.
• Any negligent or wrongful act or omission by you, your employees, agents, or contractors.

THE HUT, LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree to cooperate fully with our defense of such claims.

8. Disclaimer of Warranties

THE WEBSITE AND ALL CONTENT, SERVICES, AND DELIVERABLES PROVIDED BY THE HUT, LLC ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE HUT, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• WARRANTIES THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENCY OF ANY CONTENT ON THE WEBSITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE HUT, LLC OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the disclaimer of certain implied warranties, so some of the above disclaimers may not apply to you. In such cases, warranties are disclaimed to the maximum extent permitted by applicable law.

9. Termination

9.1 Termination by THE HUT, LLC

THE HUT, LLC reserves the right, in its sole discretion and without prior notice, to:

• Suspend or terminate your access to the website or any portion thereof at any time for any reason, including but not limited to your breach of these Terms.
• Terminate any Service Agreement if the Client materially breaches its terms and fails to cure such breach within ten (10) business days of written notice.
• Immediately terminate a Service Agreement if the Client becomes insolvent, files for bankruptcy, or is unable to pay its debts as they become due.

9.2 Termination by Client

The Client may terminate a Service Agreement upon thirty (30) days' written notice to THE HUT, LLC. In such event, the Client shall pay for all Services rendered up to the effective date of termination, plus any non-cancellable expenses incurred on the Client's behalf.

9.3 Effect of Termination

Upon termination, all rights and licenses granted to you under these Terms shall immediately cease. Sections of these Terms that by their nature should survive termination — including but not limited to Intellectual Property Rights, Limitation of Liability, Indemnification, Disclaimer of Warranties, Confidentiality, and Governing Law — shall survive any termination or expiration.

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and any disputes arising out of or relating to them, the website, or the Services shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

10.2 Informal Resolution

Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party describing the dispute in reasonable detail. The parties shall then meet and confer — in person, by telephone, or by video conference — within fifteen (15) business days of the notice in a good-faith effort to resolve the dispute.

10.3 Arbitration

If the dispute cannot be resolved informally within thirty (30) days of the initial notice, either party may elect to resolve the dispute by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be held in Columbus, Ohio, and conducted by a single neutral arbitrator. The arbitrator's award shall be final and binding, and judgment may be entered in any court having jurisdiction.

10.4 Class Action Waiver

YOU AND THE HUT, LLC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. If any court or arbitrator determines that this class action waiver is unenforceable, the agreement to arbitrate shall be void with respect to that proceeding.

10.5 Statute of Limitations

Any claim or cause of action arising out of or related to these Terms, the website, or the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute of limitations to the contrary. If this limitation is not enforceable under applicable law, the statute of limitations in that jurisdiction shall apply.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any Service Agreement (other than payment obligations) if such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to:

• Acts of God, including earthquakes, hurricanes, floods, fires, and other natural disasters.
• Pandemics, epidemics, or public health emergencies.
• War, terrorism, civil unrest, riots, or military actions.
• Government actions, embargoes, sanctions, or regulatory changes.
• Strikes, labor disputes, or supply chain disruptions.
• Internet outages, cyberattacks, power failures, or telecommunication failures.
• Any other event that is unforeseeable and beyond the party's control.

The affected party shall provide prompt written notice of the Force Majeure event and use reasonable efforts to mitigate its impact. If the Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Service Agreement upon written notice without further liability.

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall continue in full force and effect. The invalid or unenforceable provision shall be deemed modified or replaced by a valid, enforceable provision that most closely reflects the original intent of the parties.

13. Entire Agreement

These Terms of Service, together with any Proposal or Service Agreement entered into between you and THE HUT, LLC, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, understandings, and agreements — whether written or oral — relating to such subject matter. No modification of these Terms shall be effective unless in writing and signed by an authorized representative of THE HUT, LLC.

14. Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All waivers must be in writing and signed by the waiving party. A waiver of any breach of any provision shall not be deemed a waiver of any subsequent breach of the same or any other provision.

15. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, or if you wish to report a violation, please contact us:

We strive to respond to all inquiries within two (2) business days. For urgent matters, please indicate so in your subject line.