Effective Date: Upon acceptance via digital signature or payment
Last Updated: August 7, 2025

This Master Services Agreement (the “Agreement”) is entered into by and between Nexus Commerce, LLC (“Nexus Commerce,” “Company,” “we,” “us,” or “our”) and you (“Client,” “you,” or “your”) in connection with your access to and use of our website, services, and platform, including but not limited to design, development, marketing, analytics, and project-based deliverables (collectively, the “Services”).

1. Acceptance of Terms

By submitting payment or accepting service terms via the platform, you agree to be bound by this Agreement. If you do not agree to this Agreement, you may not use our Services. We reserve the right to update this Agreement at our discretion. Continued use of Services constitutes acceptance of any modified terms.

2. Scope of Services

Each service or task submitted via the Nexus platform will generate a Service Summary, which outlines deliverables, estimated timelines, and pricing. The Service Summary forms a part of this Agreement and is binding upon acceptance by the Client. Services may include, but are not limited to:

• Website design and development

• Shopify management and strategy

• UX/CRO enhancements

• Email marketing and automation

• Paid advertising and campaign setup

• Copywriting and branding deliverables

3. Payment Terms

• All fees must be paid in full prior to project commencement unless otherwise agreed upon in writing.

• Subscriptions renew automatically unless canceled prior to the next billing cycle.

• No refunds will be issued for Services rendered or once work has commenced.

• Invoices unpaid after seven (7) days may result in service suspension or termination.

4. Intellectual Property Rights

• Upon full payment, you receive full rights and ownership of all final deliverables.

• Nexus Commerce retains the right to use completed work in its portfolio or for promotional purposes unless otherwise requested in writing.

• All source files, design assets, and custom code remain the property of Nexus Commerce until payment is made in full.

5. Client Responsibilities

You agree to:

• Provide accurate information, brand assets, and platform access as needed

• Respond promptly to revision requests and communications

• Refrain from interfering with active work (e.g., editing code during development)

• Ensure all collaborators or team members respect the agreed project scope

6. Revisions and Scope Adjustments

• Projects include one (1) round of revisions unless stated otherwise in the Service Summary.

• Additional revisions or requests falling outside of the original scope may incur additional charges.

• Any request that materially changes the scope of the project will require a revised agreement or service addendum.

7. Service Delivery and Timelines

• Project timelines are estimates and may shift based on scope changes, third-party delays, or client inaction.

• Nexus Commerce is not liable for delays caused by external factors or delayed responses from the Client.

• All deliverables are subject to a review period of five (5) business days after delivery. If no feedback is provided, deliverables will be considered accepted.

8. Confidentiality

Each party agrees to protect any non-public, proprietary, or confidential information shared during the course of the engagement. These obligations shall survive termination of this Agreement.

9. Platform Access and Security

If platform access is required (e.g., Shopify, Webflow, analytics tools), the Client shall provide accurate credentials or collaborator access codes. Nexus Commerce agrees to maintain the confidentiality and security of all client credentials.

10. Disclaimer of Warranties

Services are provided “as is” and “as available,” without warranty of any kind, express or implied. Nexus Commerce does not guarantee specific outcomes such as increased traffic, revenue, or conversions. You use our Services at your own risk.

11. Limitation of Liability

To the maximum extent permitted by law, Nexus Commerce shall not be liable for any indirect, incidental, special, or consequential damages, including loss of revenue, profits, or data. Our total liability shall not exceed the amount you paid for the applicable Service.

12. Indemnification

You agree to defend, indemnify, and hold harmless Nexus Commerce, its affiliates, employees, contractors, and agents from and against any claims, liabilities, damages, or expenses arising out of your breach of this Agreement or misuse of our Services.

13. Termination

• Either party may terminate the Agreement with written notice.

• Upon termination, the Client will be billed for work performed up to the termination date.

• Nexus Commerce reserves the right to suspend or terminate service immediately in cases of abuse, non-payment, or breach of terms.

14. Dispute Resolution

In the event of a dispute, both parties agree to attempt good-faith resolution. If unsuccessful, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association. Arbitration shall take place in Oakland, California and shall be governed by the laws of the State of California.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

16. Entire Agreement

This Agreement, together with any accepted Service Summary or written addendum, constitutes the entire agreement between the parties and supersedes any prior understandings or communications.

17. Digital Acceptance

By submitting payment, digitally signing, or clicking “I Agree,” you confirm that you have read, understood, and accept the terms outlined in this Agreement.