Online Store Agreement

Between Trueline ("Agency") and the business that accepts this agreement at checkout ("Client"). The agreement takes effect when Client accepts it and pays the deposit.

It consists of these Terms and Schedules A (Build), B (Care), C (Ownership and License), D (Fees and Payment) and, for pilot clients only, E (Pilot Terms). If they conflict, the Schedules prevail over the Terms.

Terms

1. Services

Agency provides the services described in Schedule A and, when selected, Schedule B. Any service not described there is outside the scope of this agreement.

2. Change requests

Client may request changes at any time. Agency answers every request in writing with its cost and its effect on the timeline. No out-of-scope work starts without Client's written approval.

3. Client responsibilities

Client:

• provides the content listed in Schedule A on time;
• warrants that it holds the rights to all content it provides (texts, photographs, logos, trademarks);
• is responsible for its products, their legality and their descriptions;
• decides, with its own advisers, where it must register for and collect sales tax, and informs Agency in writing;
• keeps its domain name and Stripe account in its own name.

4. Third-party services

The store relies on third-party services, including Stripe (payments), Vercel (hosting) and Client's domain registrar. Their terms, fees and availability are outside Agency's control. Client accepts Stripe's terms as the merchant of record.

5. Confidentiality and data

Agency uses its access to Client's accounts only to perform this agreement. It does not copy or keep Client's customer data, protects its credentials with two-factor authentication, and informs Client promptly of any suspected security incident.

6. Warranty

Agency corrects, at no charge, any defect in the delivered work reported within thirty (30) days after acceptance. A defect is a failure of an item on the acceptance checklist (Schedule A). Agency does not guarantee any level of sales or traffic.

7. Limitation of liability

Agency's total liability under this agreement is limited to the fees Client paid in the twelve (12) months before the claim. Neither party is liable for indirect damages, including lost profits.

8. Termination

• Build: Client may end the build at any time by written notice. Schedule D governs refunds.
• Care: see Schedule B.
• Either party may terminate if the other materially breaches this agreement and does not cure it within fifteen (15) days of written notice.
• On termination, Schedule C governs ownership and hand-over.

9. Electronic acceptance and notices

Client accepts this agreement electronically, by checking the acceptance box before paying the deposit. The version accepted, its date and Client's email are recorded with the payment. All notices under this agreement may be given by email. Agency's address for notices is hello@example.com.

10. General

• Governing law: State of New York.
• Disputes: the parties first try to resolve any dispute in good faith, in writing, within thirty (30) days.
• This agreement is the entire agreement. Changes must be in writing and accepted by both parties.

Schedule A — Build

A1. Packages

Both packages include:

• Store pages: home, shop, product pages, cart, order confirmation, shipping and returns, 404.
• Brand theming: logo, one accent color, one typeface.
• Stripe setup in Client's account: checkout, cards and wallets, one shipping rule, sales tax for the states Client names in writing, automatic receipts.
• Connection to Client's domain.
• One test purchase, then one real purchase refunded at launch.
• Recorded training videos and the merchant guide.

A2. Options

Only if selected before the deposit: product photo session, product copywriting, product video.

A3. Not included

Photography and copywriting (unless selected as options); more products than the package; customer accounts; subscriptions; wholesale pricing; product reviews; inventory tracking; languages other than English; currencies other than USD; shipping outside the United States; advertising, social media, email marketing and search campaigns; legal and tax advice; sales tax registration and filing; ongoing maintenance (see Schedule B).

A4. Content Client provides

Logo (vector or large PNG), brand color, product names, descriptions and prices, photos (square, at least 1600 px), store policies (shipping, exchanges, returns), contact email, list of sales tax states, domain access, and an activated Stripe account before launch.

The timeline starts on the day all content is received. If content is not complete within thirty (30) days of the deposit, the project is paused and work performed is invoiced.

A5. Revisions

Two rounds of revisions on the preview store. A round is one consolidated list of changes, sent in writing within three (3) business days of the presentation. Further rounds are change requests.

A6. Acceptance

The store is accepted when:

1. every page loads on mobile and desktop;
2. a test purchase completes, with item names, sizes when applicable, shipping, sales tax and the confirmation page;
3. the products match the list provided by Client;
4. the merchant guide and training videos have been delivered.

Client has five (5) business days after delivery to report, in writing, any item of this list that fails. Acceptance is given online, on the acceptance page Agency sends to Client, or by the absence of such a report within that period.

Schedule B — Care

B1. Included

• Hosting on Agency's infrastructure.
• Weekly check of deployments and catalog errors.
• Monthly security and dependency updates.
• Up to two (2) changes per month, of up to thirty (30) minutes each, on existing pages: text edits, image replacements, policy values, adding or adjusting a product. Unused changes do not roll over.
• Written support by email, with a reply within two (2) business days.
• A short monthly report: updates done, issues found, changes used, orders and revenue for the month as shown in Stripe.

B2. Not included

New pages or features, redesigns, changes beyond B1, photo sessions, and incidents caused by third-party services.

B3. Extra work

$90 per hour, in 15-minute increments, always quoted and approved in writing before work starts.

B4. Fee and term

$79 per month, charged automatically in advance, or $790 per year paid upfront. Month to month. Client may cancel with thirty (30) days' written notice; Agency may cancel with sixty (60) days' written notice. In both cases, hand-over follows Schedule C.

B5. Late payment

Failed payments are retried automatically. If a Care payment remains unpaid [TO SET: notice period, with counsel] after written notice, Agency may suspend hosting until payment.

Schedule C — Ownership and License

1. Client Materials. Client owns all content it provides (texts, product information, photographs, logos and trademarks) and all data held in its accounts. Nothing in this agreement transfers Client Materials to Agency.
2. Client Accounts. The domain name, the Stripe account and all payment and customer data are registered in Client's name and remain under Client's control. Agency accesses them only as an invited user, for the purposes of this agreement.
3. Deliverables. Upon payment in full of the build fee, Agency assigns to Client all rights in the materials created specifically for Client under this agreement, including the store configuration, texts written by Agency, and photographs or videos produced by Agency for Client.
4. Agency Framework. The storefront framework, components, scripts and documentation developed by Agency before or independently of this agreement (the "Framework") remain the property of Agency. Upon payment in full of the build fee, Agency grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, copy and modify the Framework as part of Client's own online store, including through another provider. Client may not sell, sublicense or distribute the Framework as a standalone product.
5. Before Payment. No assignment or license is granted before the build fee is paid in full.
6. Open-Source Components. The store includes third-party open-source software, used under its own license terms.
7. Hand-Over. If the Care plan ends, Agency will, within fifteen (15) days after all invoices are paid, transfer the store's code repository and hosting project to Client's accounts, or deliver a complete copy. Assistance beyond this hand-over is billed at the rate in Schedule B.
8. Portfolio. Agency may show the live store and a description of the work in its portfolio, unless Client objects in writing.

Schedule D — Fees and Payment

D1. Build

• 50% of the build fee and selected options is paid at checkout, when Client accepts this agreement.
• Agency reviews Client's brief within two (2) business days of the deposit. If the project is not a fit, the deposit is refunded in full. Until work starts, Client may cancel for a full refund. After work starts, the deposit is non-refundable to the extent of work performed.
• Work starts after the deposit and the complete content listed in Schedule A.

D2. Balance and Care

On acceptance, one payment covers the build balance and the first month (or year) of Care. Care then renews automatically. The store is connected to live payments and to Client's domain after this payment.

D3. Extra work

Approved change requests are invoiced on completion and due within fifteen (15) days.

D4. Payment methods

ACH bank transfer or card, through Agency's payment provider.

D5. Taxes

Fees exclude sales tax. Where sales tax applies, it is added to the invoice. Invoices state separately the charges for custom design and configuration, for the framework license, and for training and support.

Schedule E — Pilot Terms

Applies only to the first pilot clients, when the pilot offer is selected at checkout.

E1. Pilot price

The build fee in Schedule A is reduced by 50%. Options and the Care plan are charged at standard prices.

E2. Client's commitments

In exchange, Client agrees to:

1. share, before the build, the baseline figures listed in E3, and the same figures sixty (60) days after launch;
2. let Agency publish a case study of the project, including the store's name and the measured results, after Client approves the text. Client may ask for any figure to be removed. The case study states that Client received a pilot discount;
3. keep the Care plan for at least three (3) months after launch.

E3. Baseline figures

Orders per week; share of orders taken by direct message; average minutes per order, from first message to shipping; orders lost or unpaid per month; hours per week spent on orders and payments.

E4. Voluntary

If Client is satisfied, Client may provide a short written testimonial and introduce Agency to other business owners who may benefit. Neither is a condition of the pilot price.

E5. Early end of Care

If Client ends the Care plan before three (3) months after launch, the remaining months of that minimum period are due.