Velonyx Systems LLC
Effective Date: To be filled per engagement
This Master Services Agreement ("Agreement") is entered into as of the date of electronic signature ("Effective Date") by and between:
Velonyx Systems LLC, a limited liability company organized under the laws of the State of California, with its principal place of business at [BUSINESS ADDRESS] ("Velonyx," "we," "us," or "our")
and
[CLIENT LEGAL NAME], with its principal place of business at [CLIENT ADDRESS] ("Client," "you," or "your")
(each a "Party," and collectively, the "Parties").
1. Services
1.1 Scope of Services. Velonyx will provide website design, development, cloud infrastructure, and related services ("Services") as specified in one or more Statements of Work ("SOW") executed by both Parties and incorporated into this Agreement.
1.2 Statements of Work. Each SOW will describe the specific Services, deliverables ("Deliverables"), timelines, fees, and any additional terms for a particular engagement. If any SOW term conflicts with this Agreement, the SOW controls for that engagement only.
1.3 Changes to Services. Any change to the scope of Services must be made in writing through a signed Change Order, which will describe the change, any additional fees, and any timeline adjustment.
2. Fees and Payment
2.1 Client agrees to pay the fees set forth in each SOW. All fees are in U.S. dollars.
2.2 Unless otherwise specified, Client shall pay a non-refundable deposit of fifty percent (50%) of the total project fee before Velonyx begins work.
2.3 Payment is due according to the schedule in the applicable SOW. Final payment is due upon delivery of the final Deliverables and before the website is transferred to production.
2.4 Velonyx offers financing through Stripe, Affirm, Klarna, and Afterpay. Financing terms are determined by the provider and subject to credit approval.
2.5 Continued operation of the website and any premium features requires an active monthly Velonyx Care subscription at the tier specified in the SOW.
2.6 Payments not received within ten (10) days of the due date accrue interest at 1.5% per month or the maximum rate permitted by law.
2.7 This Agreement complies with the California Freelance Worker Protection Act where applicable.
3. Revisions and Scope
3.1 Each SOW specifies revision rounds and a revision window. After the window closes, additional revisions are billed at $100/hour.
3.2 Out-of-scope work requires a signed Change Order before Velonyx will perform it.
3.3 Rush services incur a 30% surcharge.
4. Client Obligations
4.1 Client shall provide timely access to all information, materials, brand assets, credentials, and decision-makers necessary for Services.
4.2 Client is solely responsible for accuracy, legality, and ownership rights of all content provided.
4.3 If Client delays a project for more than thirty (30) consecutive days, Velonyx may invoice the remaining balance, and the project is considered delivered upon payment.
5. Intellectual Property
5.1 Client owns: final visual design, custom content/imagery provided, custom logo and brand assets, domain name, customer data generated.
5.2 Velonyx owns: pre-existing code, frameworks, Client Portal architecture (AWS Cognito, Lambda, DynamoDB, API Gateway), reusable components, Velonyx brand and proprietary processes.
5.3 During an active Velonyx Care subscription, Velonyx grants Client a non-exclusive, non-transferable license to use Velonyx infrastructure. This license terminates upon cancellation.
5.4 Unless Client requests otherwise in writing, Velonyx may display Client's project in portfolio, case studies, and marketing.
6. Confidentiality
Each Party protects the other's Confidential Information with reasonable care and uses it only for purposes of this Agreement.
7. Warranties and Disclaimers
7.1 Velonyx warrants Services will be performed professionally per industry standards.
7.2 EXCEPT AS EXPRESSLY STATED, VELONYX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
7.3 Velonyx integrates third-party services (AWS, Stripe, Twilio, Affirm, Klarna, Afterpay, booking platforms) and is not responsible for their outages or changes.
8. Limitation of Liability
8.1 VELONYX IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
8.2 VELONYX'S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.
9. Indemnification
9.1 Client indemnifies Velonyx against claims arising from Client's content, use of Services, violations, or breach.
9.2 Velonyx indemnifies Client against third-party claims that original Velonyx code infringes U.S. intellectual property rights.
10. Term and Project Completion
10.1 This Agreement begins on the Effective Date and continues until terminated.
10.2 A project is complete upon Client's written acceptance, or seven (7) days after delivery without objection, or deployment to Client's production environment.
11. Termination and Subscription Cancellation
11.1 Client may terminate a project or cancel a Care subscription with written notice. Cancellation takes effect at the end of the current billing period.
11.2 Either Party may terminate for material breach not cured within fifteen (15) days of written notice.
11.3 Kill Fees: Before work begins, deposit is non-refundable. After work begins, 50% owed. After first deliverable, 75% owed. After revisions begin, 100% owed.
11.4 Upon Care subscription cancellation: Client has a 30-day grace period. Velonyx provides a static export. Client's domain transfers to Client. Premium features (Client Portal, SMS automation, automated reminders) cease functioning. Client data archived for 90 days then deleted.
11.5 Clients reactivating within 90 days receive a 10% reactivation discount on the first three months.
12. Data Protection and Privacy
12.1 Velonyx handles data per the California Consumer Privacy Act (CCPA) as amended.
12.2 Velonyx acts as a "service provider" under CCPA, does not sell or share personal information.
12.3 Reasonable administrative, physical, and technical safeguards maintained.
12.4 Breach notifications provided without undue delay.
12.5 Client may not upload to Velonyx infrastructure without a separate agreement: Protected Health Information (HIPAA), PCI-DSS-restricted payment data, information on minors under 16, biometric identifiers, or CCPA-defined sensitive personal information. Standard Velonyx infrastructure is not HIPAA or PCI-DSS Level 1 compliant.
13. Independent Contractor Relationship
Velonyx is an independent contractor. Nothing creates an employer-employee, partnership, joint venture, or agency relationship. Velonyx operates free of Client's control, performs work outside Client's usual business, and is customarily engaged in an independent business.
14. Dispute Resolution
14.1 Parties will attempt good-faith negotiation for 30 days.
14.2 Mediation in San Diego County, California before legal action.
14.3 Governed by California law.
14.4 Venue: state or federal courts in San Diego County, California.
14.5 Prevailing Party recovers reasonable attorneys' fees.
15. General Provisions
This Agreement is the entire agreement, amendable only in writing. Client may not assign without consent. Force majeure excuses delays caused by events beyond reasonable control. If any provision is unenforceable, others remain. Electronic signature is binding.
For engagement, both parties sign a personalized version of this agreement.