Terms of Service.

These Terms of Service (“Terms”) are entered into between VELMORA LLC, a Wyoming limited liability company (“Velmora,” “we”), and the person or entity that signs a Statement of Work with us (“Client,” “you”). Together, these Terms and each Statement of Work (“SOW”) form the “Agreement” for that engagement.

These Terms also apply, by browse-wrap acceptance, to any visitor of velmoraseo.com who uses the site in any way (the “Site Terms”).

In the event of conflict, the order of precedence is: (1) a signed SOW, (2) a signed Data Processing Agreement, (3) these Terms, (4) any other Velmora policy referenced herein.

Deliverables

The websites, code, designs, content, briefs, strategies, and reports that we are obligated to deliver under an SOW.

Client Materials

Content, trademarks, accounts, credentials, and other assets that Client provides for use in the Deliverables.

Pre-Existing Materials

Tools, libraries, frameworks, code snippets, processes, and methodologies that we owned or developed independently before or outside the engagement.

Confidential Information

Any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential.

Personal Information / Personal Data

As defined in our Privacy Policy and DPA.

Statement of Work / SOW

The short document we sign for each engagement, listing scope, fees, and timeline.

Depending on the SOW, we provide one or more of the following services:

• Web development — custom website design, engineering, content load, migration.
• Search engine optimization — technical SEO, on-page optimization, content production, link work, reporting.
• E-commerce — Shopify, headless commerce, related integrations.
• Care & growth — ongoing hosting, monitoring, content updates, CRO experiments.

We will perform the Services with reasonable skill and care, in accordance with industry standards and applicable law. We may, in our reasonable discretion, change the personnel assigned to your engagement, provided that any replacement has comparable skill.

To avoid mutual disappointment, the Services do not include and we have no liability with respect to:

• Paid advertising, media buying, or programmatic ad management.
• Social media management, posting, or community moderation.
• Original photography, video, or audio production.
• Public relations, crisis communications, or press outreach.
• Legal, financial, tax, insurance, regulatory, or HR advice.
• Specific rankings, traffic, conversion, or revenue outcomes (see § 12).

You agree to:

• Provide timely access to accounts, content, credentials, and decision-makers we reasonably need.
• Designate a single business-side point of contact authorized to give approvals.
• Review and approve deliverables within five (5) business days of receipt; silence after that period is deemed acceptance.
• Pay invoices on time per the SOW.
• Comply with our Acceptable Use Policy.
• Provide Client Materials free of third-party rights or with the necessary licenses.

Our delivery dates assume reasonable Client cooperation. Delays caused by Client may shift our timeline on a day-for-day basis.

Project fees

50% on signing the SOW, 50% on launch. Both invoices due net-14.

Retainers

Invoiced on the first business day of each calendar month. Due net-7.

Currency

US Dollars, exclusive of any sales, use, VAT, or similar taxes. Tax is added at the prevailing rate.

Late payment

1.5% per month (or the maximum permitted by law, whichever is lower) on balances older than 30 days.

Disputed amounts

Must be raised in writing within 10 business days of invoice; undisputed portions remain payable.

Refunds

Retainers are pro-rata refundable for unfulfilled deliverables. Project deposits are non-refundable once design work has begun.

Withholding

If law requires you to withhold tax on payments to us, you will gross up the payment so we receive the amount originally agreed.

Each SOW lists what is included. Work materially outside that scope is handled by a written change order signed by both parties, quoting a flat fee and revised timeline.

Small additions — a paragraph of copy, an extra section on an existing page, a quick fix — are not formally scoped. We use common sense; we ask that you do the same.

Assignment of Deliverables. Conditioned on full payment of all fees due under the SOW, we assign to you all right, title, and interest in the Deliverables we created specifically for you, including custom code, content, design files, brand assets created for you, keyword research, briefs, and strategy documents.

Pre-Existing Materials. We retain all right, title, and interest in our Pre-Existing Materials. We grant you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use them as embedded in the Deliverables, but you may not extract them for use as standalone tools.

Client Materials. You retain all right, title, and interest in your Client Materials. You grant us a non-exclusive, royalty-free license to use them for the duration of the engagement solely as needed to perform the Services.

Third-party assets. Fonts, stock photos, plugins, themes, and other licensed materials remain governed by their original licenses, which you accept directly with the vendor. We will identify any such third-party materials in the Deliverables.

Feedback. Any feedback or suggestions you provide are deemed non-confidential, and we may use them without obligation.

We may use generative AI tools to draft code, content briefs, and internal notes. We will:

• Use vendors whose terms exclude customer inputs from model training (Anthropic Claude API, OpenAI Enterprise, GitHub Copilot Business, etc.).
• Never submit your Confidential Information to a generative AI tool without your prior consent.
• Review AI-assisted output before it ships, and remain responsible for quality.

Deliverables produced with AI assistance are still subject to the assignment in § 8. To the extent applicable copyright office guidance limits copyright protection for purely-AI-generated works, we represent that all Deliverables involve material human authorship.

Each party will (a) hold the other party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (and no less than a reasonable degree of care), (b) use it only to perform the Agreement, and (c) limit access to personnel and contractors who need it and are bound by similar confidentiality obligations.

Confidential Information does not include information that is (i) publicly known through no fault of the recipient, (ii) lawfully received from a third party without confidentiality restrictions, (iii) independently developed without reference to the disclosing party's information, or (iv) required to be disclosed by law, provided the recipient gives prompt notice where legally permitted.

These obligations survive termination of the Agreement for three (3) years, except for trade secrets which remain protected for as long as they remain trade secrets under applicable law.

Where we process Personal Information on your behalf, we do so under our Data Processing Agreement, which is incorporated by reference and prevails over these Terms for that subject matter. The DPA includes Standard Contractual Clauses for international transfers and a list of sub-processors.

Our handling of your personal information (as a controller) is described in our Privacy Policy.

Mutual. Each party warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all applicable laws in performing its obligations.

From Velmora. We warrant that (i) the Services will be performed with reasonable skill and care consistent with industry standards, (ii) the Deliverables, when delivered, will not knowingly infringe any third party's intellectual property rights, and (iii) for 60 days after launch we will remediate, at no additional charge, any defect introduced by our work that materially deviates from the SOW.

From Client. You warrant that the Client Materials you supply do not infringe any third party's rights and that you have all necessary rights and consents to permit our use.

EXCEPT FOR THE EXPRESS WARRANTIES IN § 12, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VELMORA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT YOUR SITE WILL ACHIEVE SPECIFIC RANKINGS, TRAFFIC, CONVERSIONS, OR REVENUE.

By Velmora. We will defend and indemnify you against any third-party claim that the Deliverables, as delivered and used in accordance with the SOW, infringe a third party's US copyright, registered trademark, or trade secret, and pay damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed in settlement. If a Deliverable is found to infringe, we may, at our option: (i) procure the right to continue using it, (ii) modify it so it is non-infringing, or (iii) refund the fees you paid for the affected Deliverable. This is your sole and exclusive remedy for IP infringement claims.

By Client. You will defend and indemnify us against any third-party claim arising from (i) any Client Materials, (ii) your use of the Deliverables in breach of the Agreement or applicable law, (iii) your products or services, and (iv) your breach of the Acceptable Use Policy.

The indemnifying party's obligations are conditioned on the indemnified party (a) promptly notifying the indemnifier in writing, (b) giving the indemnifier sole control of the defense and settlement (provided no settlement admits fault by, or imposes obligation on, the indemnified party without its consent), and (c) reasonably cooperating at the indemnifier's expense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO VELMORA IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST RANKINGS, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

These limitations do not apply to (a) a party's indemnification obligations under § 14, (b) a party's breach of the confidentiality obligations under § 10, (c) Client's payment obligations under § 6, (d) a party's gross negligence, willful misconduct, or fraud, or (e) liability that cannot be limited under applicable law.

We maintain, at our own expense, the following commercial insurance during the term of any engagement:

• Commercial general liability of at least USD 1,000,000 per occurrence.
• Professional liability (errors & omissions) of at least USD 1,000,000 per claim.
• Cyber liability of at least USD 1,000,000 per claim, including breach response.

Certificates of insurance are available on request from legal@velmoraseo.com.

Neither party will be liable for any delay or failure to perform (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government order, epidemic, fire, flood, earthquake, severe weather, failure of the public internet, or labor disturbance not involving its own employees. The affected party will give prompt notice and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected SOW with no further liability.

Term. Each SOW takes effect on signature and continues until completion (project) or as set out in the SOW (retainer).

Termination for convenience — retainers. Either party may end a monthly retainer on 30 days' written notice, after the initial 90-day term.

Termination for convenience — projects. Either party may end a fixed-scope project on 14 days' written notice. If Client terminates, work performed to date is invoiced; deposits are non-refundable. If Velmora terminates, fees are pro-rated to the work delivered.

Termination for cause. Either party may terminate immediately if the other (a) materially breaches the Agreement and fails to cure within 14 days of written notice, (b) becomes insolvent, files for bankruptcy, or has a receiver appointed, or (c) is a recipient of a final court order or governmental sanction that makes performance illegal.

Effect of termination. On termination we will (i) stop work, (ii) deliver work in progress to the extent paid for, (iii) hand over your accounts and credentials, and (iv) invoice for any unpaid amounts. Sections that by their nature should survive termination — including IP, indemnity, liability, confidentiality, and governing law — will survive.

Unless you opt out in writing, we may identify you as a client and display your logo, generic metrics, and a brief case description on our marketing materials. We will not disclose confidential metrics without your written approval. You may revoke this consent at any time, prospectively.

During the engagement and for twelve (12) months after, neither party will knowingly solicit for employment any employee or contractor of the other who has been substantively involved in the engagement. General job postings on public boards and unsolicited applications are not a violation.

Each party will comply with US export-control laws, OFAC sanctions, and anti-corruption laws (including the US Foreign Corrupt Practices Act and the UK Bribery Act). You represent that you are not located in, or owned/controlled by a national of, a country subject to a US embargo, nor listed on any US government list of restricted parties. Neither party will offer or accept improper payments in connection with the Agreement.

The Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

Step 1 — Conversation. Any dispute begins with a good-faith conversation between authorized representatives within 30 days of written notice.

Step 2 — Mediation. If unresolved, the parties will attempt to settle via non-binding mediation in Sheridan County, Wyoming, with a neutral mediator they jointly select.

Step 3 — Courts. If mediation fails, the state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction, and the parties consent to personal jurisdiction there. Each party waives any right to a jury trial in connection with the Agreement.

Equitable relief. Nothing prevents either party from seeking emergency or injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

No class actions. All disputes are resolved on an individual basis. The parties waive any right to participate in a class, collective, or representative action.

Consumer-protection laws of your home jurisdiction continue to apply where they cannot be waived by contract.

Entire agreement. The Agreement (these Terms, the SOW, the DPA, and any policies referenced) constitutes the entire agreement between the parties on its subject matter and supersedes all prior understandings, written or oral.

Amendments. Material amendments to these Terms require a written instrument signed by both parties. We may update non-material Site Terms by posting a revised version on velmoraseo.com.

Assignment. Neither party may assign or transfer the Agreement without the other's prior written consent (not to be unreasonably withheld), except that either party may assign on notice in connection with a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment is void.

Independent contractors. The parties are independent contractors. The Agreement does not create an employment, partnership, joint venture, or agency relationship.

No third-party beneficiaries. The Agreement is for the parties' benefit only.

Severability. If any provision is held unenforceable, the remainder will remain in full force, and the unenforceable provision will be enforced to the maximum extent permitted.

Waiver. A waiver is effective only if in writing signed by the waiving party. A failure or delay in enforcing a right is not a waiver.

Counterparts & e-signature. An SOW may be signed in counterparts. Electronic signatures (DocuSign, PandaDoc, signed PDFs) have the same effect as wet-ink originals under the US E-SIGN Act and UETA.

Headings. Headings are for convenience only and do not affect interpretation.

All notices under the Agreement must be in writing and sent to the other party's address listed in the SOW (for clients) or to the address below (for Velmora). Notice is deemed received (a) on delivery if hand-delivered, (b) one business day after dispatch by overnight courier, (c) three business days after mailing by registered mail, or (d) on the same business day if sent by email with confirmation of receipt.

For Velmora: VELMORA LLC, ATTN: Legal, 317 W Whitney St, Sheridan, WY 82801. Email: legal@velmoraseo.com.

For commercial questions, contact hello@velmoraseo.com. For legal notices, contact legal@velmoraseo.com. We acknowledge receipt within 5 business days.