Service Agreement

This Master Service Agreement ("MSA") sets out the default terms that apply when WeCreateMVPs ("Studio," "we," "us"), operated by Adeel, provides MVP design and build services to you or your company ("Client," "you"). Each engagement is also described in a written proposal, statement of work, or order confirmation ("SOW"). The SOW and this MSA together form the "Agreement." If they conflict, the SOW controls for that engagement.

1. Services

We will use commercially reasonable efforts to deliver the services described in the SOW, which typically involves designing and building a launch-ready MVP on the Lovable platform in approximately twenty-one (21) working days from project kickoff, subject to Client cooperation and third-party availability. Timelines are good-faith targets, not guarantees.

2. Scope and changes

The SOW defines what is in and out of scope. Anything not listed is out of scope. Either party may request changes; changes that affect price, schedule, or scope require a written change order (email is fine) signed by both parties before work begins. Unrequested or speculative work is not billable.

3. Client responsibilities

The 3-week timeline depends on the Client providing, in a timely manner: (a) clear product direction and decisions; (b) brand assets, copy, and reference materials; (c) accounts and access to third-party services the MVP relies on (Stripe, domain registrar, email, analytics, etc.); (d) timely review and feedback on milestones (typically within one business day); and (e) prompt payment per Section 4. Delays caused by the Client extend the schedule day-for-day and do not entitle the Client to a refund or credit.

4. Fees and payment

Fees, payment schedule, and currency are stated in the SOW. Unless the SOW says otherwise: (a) a non-refundable deposit of fifty percent (50%) is due before work begins; (b) the remaining balance is due on or before launch; (c) invoices are payable within seven (7) days; (d) overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower; (e) all fees are exclusive of taxes, which the Client is responsible for; (f) third-party costs (hosting, domains, APIs, paid services) are passed through at cost and are the Client's responsibility.

5. Intellectual property

On full payment of all amounts owed under the SOW, the Client receives a perpetual, worldwide, royalty-free license to use the custom deliverables created specifically for the Client in the SOW for the Client's business purposes. The Studio retains ownership of, and a perpetual right to use, all pre-existing materials, tools, frameworks, design systems, code libraries, prompts, processes, and know-how ("Studio IP"), including general improvements made during the engagement. Deliverables may incorporate Studio IP and third-party open-source or licensed components, which remain subject to their original licenses. Until full payment is received, all rights in the deliverables remain with the Studio.

6. Portfolio rights

The Studio may identify the Client as a client and display non-confidential screenshots, descriptions, and metrics of the work in its portfolio, case studies, social posts, and marketing materials, unless the SOW restricts this in writing.

7. Confidentiality

Each party agrees to keep the other's non-public business, technical, and financial information ("Confidential Information") confidential and to use it only to perform the Agreement. Confidential Information does not include information that is public, independently developed, or rightfully received from a third party. Obligations survive for three (3) years after the engagement ends.

8. Client content and warranties

The Client represents that any content, data, brand assets, or materials provided to the Studio ("Client Content") do not infringe any third party's rights and may lawfully be used for the engagement. The Client is solely responsible for the legality of its product, its collection and use of end-user data, and any regulatory obligations (privacy, consumer protection, financial, health, age-restricted content, export controls, etc.).

9. Independent contractor

The Studio is an independent contractor, not an employee, partner, agent, or joint venturer of the Client. Neither party may bind the other. The Studio determines its own methods, hours, and tools, and may use qualified subcontractors who are bound by equivalent confidentiality and IP obligations.

10. Acceptance

Deliverables are deemed accepted upon launch, the Client's use of the deliverable in production, or five (5) business days after delivery to the Client, whichever comes first. The Client may submit reasonable fix requests for defects in scope during that window; out-of-scope changes are handled per Section 2.

11. Warranties and disclaimers

The Studio warrants that services will be performed in a professional and workmanlike manner. Except for the foregoing, all deliverables and services are provided "as is" and "as available," and the Studio disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, security, and that the deliverable will achieve any particular business, commercial, financial, or user-acquisition result. The Studio does not guarantee investor, customer, or revenue outcomes.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, even if advised of the possibility of such damages. The Studio's total aggregate liability for any and all claims arising out of or related to the Agreement will not exceed the fees actually paid by the Client to the Studio for the specific SOW giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability. These limitations apply regardless of the form of action and do not limit obligations to pay fees due.

13. Indemnification

The Client will defend, indemnify, and hold harmless the Studio and Adeel from any third-party claim arising out of: (a) Client Content; (b) the Client's product, business, or end-user data; (c) the Client's breach of the Agreement; or (d) the Client's violation of law or third-party rights. The Studio will defend the Client against third-party claims that custom deliverables, as delivered and used as intended, infringe a third party's intellectual property rights; this is the Studio's sole liability and the Client's sole remedy for infringement, and does not apply to claims arising from Client Content, modifications made by anyone other than the Studio, or combination with non-Studio materials.

14. Termination

Either party may terminate an SOW for material breach not cured within ten (10) days of written notice. On termination, the Client will pay for all services performed and expenses incurred through the termination date; deposits and amounts paid are non-refundable. The Studio may suspend work for non-payment after written notice. Sections that by their nature should survive (IP, payment, confidentiality, warranties, liability, indemnity, dispute resolution) survive termination.

15. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of third-party platforms (e.g., Lovable, Supabase, Cloudflare, AI providers), natural disasters, illness, government action, or war.

16. Non-solicitation

During the engagement and for twelve (12) months after, the Client will not directly or indirectly solicit for employment or engagement any of the Studio's personnel or subcontractors involved in the engagement.

17. Governing law and disputes

The Agreement is governed by the laws of the jurisdiction in which Adeel is principally based, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute through good- faith discussions for thirty (30) days. Unresolved disputes will be resolved exclusively in the courts located in that jurisdiction, and the parties consent to personal jurisdiction and venue there. Each party waives the right to a jury trial and to participate in any class or representative action.

18. Miscellaneous

The Agreement is the entire agreement between the parties on its subject and supersedes prior discussions. If any provision is held unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver of that right. The Client may not assign the Agreement without the Studio's written consent; the Studio may assign in connection with a sale of its business. Notices must be in writing and sent to the email addresses the parties use for the engagement.

19. Contact

Questions about this Agreement? Email support@wecreatemvps.com.