Sign your Client Agreement

Draft for legal review. This Agreement was prepared for review by a licensed South Carolina attorney. It has been checked for completeness against Vendly's own clause list, not for legal sufficiency, and nothing on this page is legal advice or a representation that any term is enforceable. If you want your own attorney to read it before you sign, do that.

1. Parties and effective date

This Master Services Agreement (the "Agreement") is between Vendly LLC, a South Carolina limited liability company ("Vendly", "we", "us"), and the business named in the signature form below ("Client", "you"). It takes effect on the date you sign it (the "Effective Date"). The plan you pick below and any Order Form, checkout, or written statement of work we agree to (each an "Order Form") are part of this Agreement. If an Order Form and this Agreement conflict, this Agreement controls unless the Order Form says otherwise in writing. The published Terms of Service at vendly.ink/policies/terms-of-service are incorporated by reference; where they conflict with this page, this page controls.

2. Services and scope

The services provided under this Agreement are the website build, hosting, and ongoing care described for your plan in Section 3, plus any add-ons named on your Order Form. The line that defines everything: in a plan we build, watch, and report, working on our build and our tools. Management means we log into and actively operate accounts you own, which needs your account access and is a separate add-on, never bundled into a plan.

Out of scope. Anything not described for your plan or on your Order Form is outside the scope of this Agreement and is not included. That includes, unless purchased as an add-on: running your Google Ads, posting to or editing your Google Business Profile, paid advertising of any kind, email marketing campaigns, custom software or app development, print or offline design, photography or video production, copywriting beyond your site and social posts, e-commerce fulfilment, bookkeeping, and legal or tax advice.

Change requests and additional work. After a deliverable is done, you can ask for edits, and under a plan we make the reasonable changes you request within your plan's scope. To keep the work accurate and fast, you agree to gather non-urgent change requests and submit them together in batches. A managed plan includes up to one batched revision round per month. New scope, additional revision rounds, or work outside your plan is additional work, quoted in writing, and billed separately before we start it. Urgent problems (site down, checkout broken, published information wrong) are never batched; tell us right away and we fix them as fast as we reasonably can.

3. Service tiers and add-ons

Care ($100 a month): your website built and kept up, with unlimited reasonable edits and fixes, hosting, SSL, speed, on-page SEO, and accessibility best practices; the concierge chat that answers your customers around the clock and captures leads; your Google Business Profile set up and made complete; and a weekly report covering your site's analytics, your Google presence and SEO health (monitored and reported, not operated), and what competitors are doing.

Complete ($200 a month): everything in Care, plus we write and post your social content, plus the customer-reminder plan, under which, with the consent described in Section 11, we text your own past customers on your behalf to bring them back.

All-in ($250 a month): the full package: the website, the social, and the recurring maintenance plan we set up and operate for your own customers.

Management add-ons (above any plan, separate fee, require your account access): Google Business Profile management, under which we post to and edit your profile (offers, photos, questions and answers, posts); and Google Ads management, under which we build and run your campaigns. You pay Google directly for all ad spend; we charge a management fee on top and never hold or advance your ad money. An add-on starts only after you grant the access it needs and its fee is agreed in writing.

What Care does not include: us managing or posting to your Google Business Profile as an ongoing service, us running your Google Ads, or us logging into any account you own to operate it for you. Under a plan we watch and report on your Google presence. Running it is the add-on.

4. Client responsibilities

You will provide accurate, complete, and timely content, photos, product and service information, and the access the work requires (Section 8); review deliverables and answer our questions within a reasonable time; keep your own accounts and subscriptions with third-party platforms in good standing and pay their fees directly; confirm you hold all rights to any material you give us; keep your business, products, and operations lawful and properly licensed; and batch your non-urgent change requests as described in Section 2. Delays caused by you may extend timelines and do not pause your payment obligations.

5. Fees and payment

You will pay the fees stated on your Order Form or checkout. Recurring plan fees are billed monthly in advance and charged automatically to the payment method you keep on file. One-time and setup fees are due as stated and are earned as the work is performed. Third-party costs, including your platform subscription, payment processing, domain registration, paid apps, and any advertising spend, are yours and are paid by you directly to the provider. Invoices are due on receipt. Amounts more than ten days past due may accrue interest at 1.5 percent per month or the maximum rate allowed by law, whichever is less. If an invoice is more than fifteen days past due, Vendly may suspend services, including the managed website and every hosted feature in Section 12, until payment is received, without liability for the suspension. Fees already paid are non-refundable except where the law requires otherwise. Vendly may adjust recurring fees on thirty days written notice, effective at your next billing cycle; the price you signed at is locked for as long as you stay on that plan.

6. Third-party platforms and services

The services rely on third-party platforms and providers, which may include Shopify, hosting and CDN providers, payment processors, domain registrars, Google, Meta (Facebook and Instagram), messaging carriers, and similar services (together, "Third-Party Services"). You keep your own relationships and accounts with them and are bound by their terms. Vendly does not control and is not responsible for Third-Party Services, including their availability, performance, security, data handling, policy or price changes, account approvals or suspensions, or any interruption, and Vendly is not liable for any loss arising from one. Everything we do on those platforms is subject to their rules.

7. No guarantee of results

Vendly will perform the services in a professional manner, but Vendly does not guarantee any particular business outcome. Vendly does not guarantee or warrant any level of sales, revenue, profit, website traffic, leads, phone calls, bookings, conversions, customer reviews or ratings, search rankings, placement in Google Search or Google Maps, social media reach, or growth of your business. Timelines, examples, and estimates are illustrative, not promises. Many factors that affect these outcomes are outside Vendly's control, including your pricing, your market, your competitors, your own actions, and the policies and algorithms of third parties. You acknowledge that you are not relying on any guarantee of results in signing this Agreement.

8. Access you grant us, and keep granted

Store collaborator access. Your website runs on a store account in your name, on your billing. So we can do the work you are paying for, you grant Vendly collaborator or staff access to that store (through the platform's own collaborator system) and a scoped theme access credential, and you agree to retain that access for the full term of this Agreement without Vendly having to request it again. This access is separate from ownership and separate from your platform bill. You can revoke it at any time from your own admin, and doing so ends our ability to perform the services until it is restored, without pausing your fees.

Google Business Profile manager access. You agree to add Vendly as a Manager (not Owner) on your Google Business Profile, from your own Google account (Business Profile settings, People and access), during onboarding, and to keep that Manager access granted for the term. A Manager can edit, post, and respond to reviews but cannot remove you or delete the listing. Under a plan we use that access to set the profile up, keep it complete, and monitor it; posting and editing as an ongoing service is the Google Business Profile management add-on in Section 3. You can remove this access at any time from the same screen.

Other accounts. If an add-on or your Order Form requires access to another account you own (for example Google Ads or a social account), you will grant the least access that lets us do that work, and only that work.

9. Your domain

You own your domain name. It is registered in your name, in your own registrar account, on your own card. Vendly never registers, transfers, or holds a client's domain in Vendly's name, never keeps your registrar login or authorization code as Vendly property, and never uses your domain as a lever. Vendly may help you register a domain in your own account and will point it at your site while you hold it. If you leave, your domain stays yours and keeps working; what stops is described in Section 12, not your domain.

10. Authorization to operate and automate on your behalf

Automation authorization. You authorize Vendly to operate and automate the services on your behalf: to build, publish, host, monitor, and update your website; to operate the concierge chat on your site and capture and route the leads it collects to you; to write and, under Complete or All-in, post content to the social accounts you connect; to send the customer communications described in Section 11 as your service provider; to set up and monitor your Google Business Profile, and to post to and edit it where you have purchased that add-on; to configure and run the automations, reports, and integrations the services include; and to act on your behalf inside the accounts and access you have granted under Section 8, for the purpose of providing the services and nothing else. Vendly will act within this authorization, will not represent itself as you to any third party except as needed to perform the services, and will not do anything on your accounts that we would not tell you we do.

11. Contact and messaging consent

Our messages to you. You consent to receive communications from Vendly about the services at the phone numbers and email addresses you provide, including by SMS text message and email, and including messages sent by automated means, for operational and transactional purposes such as the weekly report, service alerts, change confirmations, scheduling, and billing. This is consent to service communications between Vendly and you; it is not marketing consent. Message and data rates may apply. You can withdraw this consent at any time by written notice or, for texts, by replying STOP, and you understand that withdrawing it disables the automated communications and features that depend on it.

Messages we send to your customers for you. Where the services send communications to your own customers on your behalf (for example review requests, missed-call text-back, appointment reminders, or the customer-reminder plan), you authorize Vendly to send them as your service provider, at your direction, from a number or address used for your business. You are solely responsible for obtaining and keeping every consent the law requires from your own customers, including under the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and carrier A2P registration rules, and you represent that you have done so. You are responsible for the accuracy of the customer contact information you give us and for honoring opt-outs. Any claim arising from your customers' data or from communications sent to your customers is a claim you indemnify Vendly against under Section 17.

12. Your services run on Vendly's infrastructure and stop if the engagement ends

The concierge chat, the analytics and lead capture, the weekly report, competitor monitoring, the customer-reminder plan, social posting, the automations and integrations, and any pages or features Vendly hosts on its own infrastructure depend on Vendly's systems and accounts. They are provided as a service for as long as this Agreement is active and your account is current. If this Agreement ends, or your account is suspended for non-payment, those hosted features stop working and are removed from your site. What does not stop: your store account, your domain, and the content and custom deliverables you own under Section 13 remain yours, and Vendly will give you a reasonable hand-off as described in Section 21. Vendly will never point your domain away, lock your store, or delete your content as leverage.

13. Intellectual property and ownership of deliverables

Once you have paid in full for a deliverable, Vendly assigns to you the final custom deliverables created specifically for you (your site's pages, copy, and design as delivered), except for the Retained Materials. "Retained Materials" are Vendly's pre-existing tools, code libraries, templates, frameworks, the concierge and automation systems, processes, and know-how, and any general improvements to them; Vendly keeps all rights in them and licenses them to you only as incorporated into your deliverables, for as long as you use those deliverables lawfully. Third-party and open-source components, themes, fonts, and stock media are licensed under their own terms. Until full payment is received Vendly retains all rights in the work, and any license is conditional on payment. Vendly may name you as a client and show the work in Vendly's portfolio unless you tell us in writing not to.

14. Your content: license and warranty

You keep ownership of the content, photos, video, logos, reviews, and other materials you give us or that we collect from your own public business listings at your direction ("Client Content"). You grant Vendly a non-exclusive, royalty-free license to copy, edit, resize, publish, and display Client Content as needed to provide the services, for the term of this Agreement. You represent and warrant that you own or have the right to use all Client Content, that it does not infringe anyone's rights, that it contains no image of a minor, and that it is accurate and lawful. Vendly may decline to publish any content that it reasonably believes is unlawful, infringing, or misleading.

15. Confidentiality (NDA)

Each of us may receive non-public business information of the other ("Confidential Information"). Each of us will use the other's Confidential Information only to perform this Agreement, protect it with reasonable care, and not disclose it to anyone who does not need it for that purpose. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (with reasonable notice where permitted). This non-disclosure obligation survives the end of this Agreement for three years.

16. Warranties and disclaimer

Vendly warrants that it will perform the services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VENDLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT A WEBSITE OR SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR ACCESSIBLE TO OR COMPLIANT WITH ANY ACCESSIBILITY LAW, STANDARD, OR GUIDELINE INCLUDING THE ADA OR WCAG.

17. Accessibility

Vendly builds using current accessibility best practices, generally guided by the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. Vendly does not, however, warrant, represent, or guarantee that any deliverable is ADA compliant, WCAG compliant, accessible, or in conformance with the Americans with Disabilities Act, Section 508, or any other accessibility law, standard, or guideline. There is no official certification of website accessibility, standards are interpreted differently by different courts and change over time, and no website can be guaranteed fully accessible to every user or assistive technology. Vendly is not responsible for the accessibility of content, documents, media, third-party apps, embeds, or platform interfaces you supply or add, or for changes made by anyone other than Vendly. Vendly is not a law firm and provides no legal advice about accessibility; obtaining a formal audit or legal opinion is your responsibility. Any accessibility claim arising from your content, your business, or your use of the deliverable is a claim you indemnify Vendly against under Section 18.

18. Indemnification

You will defend, indemnify, and hold harmless Vendly and its members, managers, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your products, services, business, or operations; Client Content or other materials you provide; your violation of any law or third-party right, including consumer-protection, advertising, privacy, communications (TCPA, CAN-SPAM), accessibility, or intellectual-property law; communications sent to your customers at your direction or with contact information or consents you supplied; or your breach of this Agreement.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY, AND REGARDLESS OF THE THEORY OF LIABILITY. VENDLY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID VENDLY IN THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits are a fundamental basis of the bargain between us.

20. Compliance, data, and privacy

You are solely responsible for the compliance of your business, products, content, marketing, and operations with all applicable laws, rules, and regulations, including advertising, consumer review, privacy, tax, licensing, and accessibility laws. Where the services include compliance-related features, Vendly configures them on your instructions and the platform's capabilities and does not guarantee that any configuration satisfies any legal requirement. Data and privacy. You authorize Vendly to collect, store, and use your business information and the contact details of your owner and authorized representatives (business and mobile phone numbers, email addresses, mailing address) to provide, communicate about, operate, and automate the services. Vendly uses this information only for the services, protects it with reasonable security practices consistent with Section 15, does not sell it, and retains it as long as needed to provide the services and as the law requires. You are responsible for keeping the contact information and consents you give us current. On termination you may request export or deletion of your information, subject to records Vendly must keep by law. Your remedies for any data, privacy, or communications claim are subject to Sections 16, 18, and 19.

21. Term, termination, and what happens when it ends

This Agreement begins on the Effective Date and continues until terminated. Managed plans are month to month. Either of us may end the plan or this Agreement for convenience on thirty days written notice. Either of us may terminate immediately if the other materially breaches and does not cure within ten days after written notice; Vendly may suspend or terminate immediately for non-payment. Effect of termination. Upon termination, all unpaid fees for work performed and for the current billing period become due. Upon full payment, Vendly will provide a reasonable hand-off of the deliverables you own and will remove its collaborator, theme, and Google Business Profile access. The hosted features in Section 12 stop and are removed. Your store, your domain, and your owned content remain yours. Sections that by their nature should survive (accrued fees, intellectual property, confidentiality, warranties and disclaimer, limitation of liability, indemnification, and general provisions) survive termination.

22. Independent contractor

Vendly is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship beyond the limited authorization in Section 10, and neither of us may bind the other or incur obligations on the other's behalf.

23. Governing law and disputes

This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-laws rules. We will first try to resolve any dispute through good-faith negotiation, then mediation in Horry County, South Carolina. Any dispute not resolved by mediation will be brought exclusively in the state or federal courts located in Horry County, South Carolina, and both of us consent to that jurisdiction and venue. The prevailing party in any action to enforce this Agreement may recover its reasonable attorneys' fees and costs. Neither party is liable for delay or failure caused by events beyond its reasonable control (force majeure), but payment obligations are not excused.

24. General provisions

Entire agreement. This Agreement, your Order Form, and the incorporated Terms of Service are the entire agreement between us and supersede prior discussions. Amendment. Any change must be in writing and agreed by both of us. Severability. If any provision is held unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed. Waiver. Failing to enforce a provision is not a waiver of the right to enforce it later. Assignment. You may not assign this Agreement without Vendly's written consent; Vendly may assign it to a successor in a sale or reorganization of its business. Notices are in writing to the email addresses each of us provides and are effective on receipt. Headings are for convenience only.

25. Electronic signature

By typing your name below, checking the box, and clicking the button, you are signing this Agreement electronically. You agree that your electronic signature is the legal equivalent of a handwritten signature, that this Agreement may be signed in counterparts, and you consent to conducting this transaction electronically under the U.S. E-SIGN Act and applicable state law. A timestamped signed copy is kept on file by Vendly and emailed to both you and Vendly at the address you provide. Print name, title, and date are captured in the signature form below.