Dear Client,

This letter confirms the engagement of Mheelion INC, ("Mheelion.com") by Signee(s) or Client(s) for the provision of digital services as outlined below. This Engagement Letter, upon signature, constitutes a legally binding agreement between Mheelion INC and the Signee(s) or Client(s).


 1. Parties to the agreement

This Agreement is made between:
Mheelion INC, with its principal place of business at [65 W 182, Bronx, NY 10453], and Signee(s) or Client(s)


 2. Service description & scope of work

Mheelion will provide the purchased services to the Client, as detailed in the specific Client Onboarding Form & Scope of Work.
Any additional services requested by the Client outside of this defined Onboarding Form & Scope of Work will be subject to a separate agreement and possibly additional fees.


 3. Fees & payment terms

The agreed-upon fee(s) for the Services is as selcted below
Mheelion acknowledges receipt of the initial payment  (Full Payment) OR  (Half Deposit).
If a deposit was made, the remaining balance is due upon the completion of the Services, specifically upon [Define Completion Milestone, e.g., final website launch/deployment date] or within 15 days of project completion, whichever comes first.


 Payment methods accepted such as credit card or bank transfer, can be selected by Signee(s) or Client(s) on Mheelion.com upon checkout.
All fees are exclusive of any applicable taxes, which will be added to invoices as required by law.

 Any additional expenses incurred by Mheelion INC during the provision of Services (such as domain registration, personalized E-mail, premium plugins, paid content creation and more) will be billed separately and will require prior Client approval.


 Invoices for additional expenses and/or the remaining balance are due within 15 days of the invoice date. Late Final Second Half Deposit or Remaining Balance payments are subject to a 1.5% Late Fees of total project costs per month.


Mheelion INC reserves the Rights to sell, auction or seize completed website/project if the Final Second Half Deposit Or any Remaining Balance(s) are not fully paid within 90 days after project completion; wihtout any notification, compensation or refund to the Signee(s) or Client(s).


Purchased Services (Full Payment Or Half Deposit) are subject to a refund within 7 days from the Date of Purchase


4. Client responsibilities


To ensure the successful and timely completion of the Services, the Signee(s) or Client(s) agrees to:

 Provide Mheelion with all requested information on the Client Onboarding Form, content (text, images, logos), and materials necessary for the Services in the agreed-upon format within 7 days 

 Designate a primary contact person for the project who will be readily available for communication, feedback, and approvals.

Provide timely feedback and approvals on all deliverables (e.g., design mockups, development stages) within 3 business days of receiving them. Delays in providing feedback may impact the project timeline and Mheelion's immediate response.

Be responsible for the accuracy and legality of all content provided to Mheelion. The Signee(s) or Client(s) indemnifies Mheelion against any claims arising from the content supplied.  


5. Mheelion responsibilities

Mheelion agrees to:
Perform the Services in a professional and timely manner, consistent with the selected timeframe during the Client(s) onboarding process..

Maintain open and regular communication with the Client regarding project progress. 

Keep the Client's information and project details secure and confidential.

Notify the Client promptly of any issues or delays that may impact the project.


6. Project timeline


The estimated project timeline is 30 days from the date of receiving all necessary Client materials and approvals. A more detailed timeline will be provided during the initial onboarding process.


7. Intellectual property rights

 Client Content: The Client retains all ownership rights to any and all content, trademarks, logos, or materials provided to Mheelion INC for use in the Services, unless sold, auctionned, or seized after failure to pay Second Half Deposit and/or remaining balances within 90 days of project completion, as specified in clause three (3) of this Engagement Letter.

Third-Party Materials & Licenses: The Client acknowledges that Mheelion may utilize third-party fonts, plugins, stock images, or other licensed materials in the Work Product. Mheelion will inform the Client of any such materials requiring separate licenses or payments by the Client for their continued use or transfer. The Client agrees to comply with the terms of any such third-party licenses


 Mheelion's Use of Work Product: The Client grants Mheelion a non-exclusive, royalty-free license to use the completed Work Product for portfolio, marketing, and promotional purposes.


8. Confidentiality


Both Mheelion and the Signee(s) or Client(s) agree to treat all information shared during the course of their project, as confidential or with  restricted acess to any third party without prior written consent, except as required by law. 


 9. Indemnification & limitation of liability


The Signee(s) or Client(s) agrees to indemnify, defend, and hold harmless Mheelion from and against any claims, damages, liabilities, costs, and expenses including attorneys and court fees arising from any content, materials, or information provided by the Client that infringes on the rights of any third party or is otherwise unlawful.

Mheelion's liability to the Client under this Agreement for any and all cause, regardless of the form of action, will be limited to the total fees paid by the Client for the specific Services under this Engagement Letter. Mheelion shall not be liable for any indirect, incidental, special, or consequential damages.


10. Termination


Either party may terminate this Engagement Letter with 30 days' written notice if the other party breaches any material term of this Agreement and fails to cure such breach within that notice period.

 In the event of termination,  Mheelion will retain 30% of the Signee(s) or Client(s) total payment towards all Services rendered and expenses incurred up to the termination date. If the fees paid exceed the value of work completed at termination, Mheelion will refund the difference.

Mheelion may terminate this Agreement immediately if the Client fails to make timely payments as outlined in Section 3 or fails to provide necessary materials and feedback, significantly delaying or impacting Mheelion's ability to complete the Services.



11. Dispute Resolution & Governing Laws

 This Agreement shall be governed by, and construed in accordance with, the laws of the United States, without regard to its conflict of laws principles.

Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts located in [New York County], New York.


 12. Entire agreement

This Engagement Letter together with the appropriate Client Onboarding Form constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings, whether written or oral.


 13. Modifications

Any changes or modifications to this Agreement must be in writing and signed by both Mheelion INC and the original Signee(s) or Client(s), unless otherwise required by laws due to unforseen event(s) such as death, illness or other lawfully recognized impending conditions.


 14. Acceptance
Please indicate your acceptance and agreement to the terms outlined in this Engagement Letter by completing the section below. Upon signing, Mheelion will proceed with the Services.



MHEELION.COM, INC