Master Services Agreement

1.1 Service Orders

Velox will provide the services described in one or more Statements of Work or order confirmations referencing this Agreement (each, a “Service Order”). Each Service Order is incorporated by reference. In the event of a conflict, the Service Order controls.

1.2 Initial Website Build

Unless a Service Order states otherwise, the initial build includes: custom website design and development (pages as specified), mobile-responsive layout, basic on-page SEO structure, integration with one third-party contact form or booking tool, and two rounds of content revisions.

1.3 Hosting and Maintenance

If Client subscribes to Velox's hosting and maintenance plan, Velox will host the site on Velox's infrastructure (currently Vercel), apply updates on a reasonable schedule, maintain 99% monthly uptime (excluding scheduled maintenance and events outside Velox's control), and provide up to one (1) hour per month of minor content updates.

1.4 SEO Add-On

If purchased: monthly keyword-ranking reports, metadata and content optimization recommendations, and sitemap submission to Google Search Console. Velox does not guarantee specific search rankings.

1.5 Out-of-Scope Work

Work not described in the Service Order requires a written change order. Standard rate: $75/hour. Additional revision rounds beyond the two included are billed at this rate.

2.1 Setup Fee

Full payment of the one-time setup fee is due before project kickoff. Velox will not begin work until payment is received.

2.2 Recurring Fees

Hosting, maintenance, and SEO fees are billed monthly in advance on the 1st of each month, beginning on delivery or 30 days after kickoff, whichever comes first. Invoices are due net-15 from invoice date.

2.3 Payment Method

Fees are collected via Stripe. Client authorizes Velox to charge the payment method on file and is responsible for keeping it current.

2.4 Auto-Renewal

Monthly subscriptions renew automatically. Velox provides at least 14 days' notice before any fee increase.

2.5 Late Payment

Amounts unpaid after 10 days accrue interest at 1.5%/month. Velox may suspend hosting on 14 days' written notice if payment remains overdue.

2.6 Taxes

Fees exclude sales, use, or similar taxes. Client is responsible for all applicable taxes except Velox's income taxes.

4.1 Client Content

Client retains all ownership rights in content, brand assets, and materials it provides. Client grants Velox a limited license to use that content solely to perform services.

4.2 Delivered Work Product

Velox retains all ownership in the delivered website, including its code, architecture, templates, and development work. Upon receipt of all fees due and while Client's account remains in good standing, Velox grants Client an exclusive, perpetual, royalty-free license to use the delivered website (including custom designs and copy) as delivered. If Client's account becomes more than 30 days past due and is not cured within 14 days of written notice, the license reverts to non-exclusive until the balance is paid. Upon termination, the license becomes non-exclusive and perpetual.

4.3 Velox Tools and Frameworks

Velox retains all rights in its proprietary tools, templates, and code libraries. The Section 4.2 license covers Client's use of those materials solely in connection with the delivered site.

4.4 Third-Party Assets

Third-party fonts, images, icons, or plugins remain subject to their respective licenses. Velox will disclose assets requiring separate paid licenses; Client is responsible for maintaining those licenses independently.

4.5 Portfolio Use

Client grants Velox the right to display the completed website in Velox's portfolio and marketing materials, without disclosing Client's confidential business information.

5.1 Delivery

Velox will deliver a staging link for review upon completing the initial build.

5.2 Revision Rounds

Two (2) rounds of revisions are included. A round is one consolidated list of feedback. Additional rounds are out of scope at $75/hour.

5.3 Acceptance

Client has 10 business days after each delivery to provide written approval or a written list of deficiencies. No response within 10 business days constitutes acceptance.

5.4 Launch

Velox migrates the accepted site to production following Client's written approval. Recurring billing begins on launch or 30 days after kickoff, whichever comes first.

10.1 Termination for Convenience

Either Party may terminate monthly services with 30 days' written notice. Setup fees are non-refundable once a draft site has been delivered.

10.2 Termination for Cause

Either Party may terminate immediately on written notice if the other materially breaches and fails to cure within 15 days, or becomes insolvent.

10.3 Effect of Termination

Accrued fees remain due. Velox will provide site file export within 10 business days of written request if the account is current (a $99 offboarding fee applies if there is an outstanding balance). After the export window, Velox may take the site offline. IP ownership, confidentiality, limitation of liability, and governing law provisions survive termination.

11.1 Governing Law

This Agreement is governed by the laws of the State of New Mexico, without regard to conflict-of-law rules.

11.2 Informal Resolution

Before any formal proceeding, the complaining Party will give written notice and the Parties will attempt in good faith to resolve the dispute within 30 days.

11.3 Arbitration

If informal resolution fails, disputes will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, with a single arbitrator, conducted remotely or in New York, NY. Either Party may seek injunctive relief in any court without waiving arbitration rights. Either Party may bring an individual action in small claims court for disputes within that court's jurisdictional limit.

11.4 Class Action Waiver

Each Party waives any right to participate in a class action or class-wide arbitration.