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2A-FFL API Documentation

Overview The 2A-FFL API is the most accessible API for retrieving data from the Federal Firearms Licenses (FFL) database, allowing users to search by location or license number. It provides a seamless way to access up-to-date licensing information for businesses and individuals involved in firearms sales and distribution. To access the FFL API, you need…

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    air gun competition

    2A Commerce Sponsors an Air gun Competition

    We can not wait to see you at our first air gun competition. Join us at the Ancient City Air Gun Competition What could be better?  An amazing little gem called Saint Augustine; a brand new private gun range tucked away on a private property only 10 minutes from down town, a pig roast, some…

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    2A-FFL API Documentation

    Overview The 2A-FFL API is the most accessible API for retrieving data from the Federal Firearms Licenses (FFL) database, allowing users to search by location or license number. It provides a seamless way to access up-to-date licensing information for businesses and individuals involved in firearms sales and distribution. To access the FFL API, you need…

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Business Launch Plus Terms

This MASTER SERVICES AGREEMENT (this “Agreement”) is entered into by and between Devvly, LLC (The owner of 2A Commerce), a Tennessee limited liability company (“Company”) and the purchaser of the Business Launch Plus Web Service (“Client”). Company and Client are referred to herein, at time individually as a “Party” and, at other times collectively as the “Parties”.
RECITALS
A. Client desires to engage the Company, and the Company desires to provide, certain professional services to Client pursuant to the terms and conditions of this Agreement.
B. For and in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Client agree as follows:
Incorporation of Preliminary Statement. The above recitals are incorporated into and deemed a part of this Agreement.
Services. Company agrees to provide to Client the professional services (the “Services”) to Client as set forth in one or more statements of work entered into between the Company and Client (each an “SOW”).
Fees; Expenses; Taxes; Payment.
Fees. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay the Company all fees as set forth in the applicable SOW.
Budgets. The Company bills on a time and material basis for all Services and projects. The Company will provide a budget of expected time for performance of the Services in the applicable SOW. Budgets are based upon the Company’s discussions with you and its experience in completing services similar in scope to the Services, but are estimates only. Additionally, if something arises that would cause our fees to materially increase beyond our estimate, we will notify you promptly.
Reimbursable Expenses. In addition to the payment of fees, the Client shall reimburse the Company for its reasonable out-of-pocket expenses that are documented and incurred in connection with the production and delivery of the Services.
Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Company’s income, revenues, gross receipts, personnel or real or personal property or other assets.
Payment. Unless otherwise expressly agreed to by the Parties pursuant to a valid SOW, the Company will invoice client for fees and expenses on a bi-weekly basis or in accordance with the Fee Schedule defined in each SOW. Client agrees and shall pay each Company invoice within fifteen (15) days of the date of such invoice. The Company may deliver invoices to Client, at its option, by mail or electronically (via email or fax). Except for invoiced payments that the Client has disputed in good faith, all late payments shall bear interest at the rate of one percent (1%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Company for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Company does not waive by the exercise of any rights hereunder), Company shall be entitled to suspend the provision of any Services if the Client fails to pay any undisputed invoice when due.
Company Obligations. The Company will:
designate a contact person (“Company Contact”) that the Company determines, in its sole discretion, to be capable of serving as the primary contact between the Company and Client with respect to all matters pertaining to this Agreement and each SOW hereunder;
utilize skilled, experienced, trained and qualified professionals to perform the Services;
comply with all rules, regulations and policies including, without limitation, those pertaining to data security, on-site facility access, and remote access as provided in writing by Client;
maintain complete and accurate records relating to the provision of the Services including, without limitation, records of time spent, materials used and expenses incurred; and
Client Obligations. The Client will:
designate a contact person (“Client Contact”) that Client determines, in its sole discretion, to be capable of serving as the primary contact between the Company and Client with respect to all matters pertaining to this Agreement and each SOW hereunder;
respond promptly to any reasonable requests from Company for instructions, information or approvals required by Company to provide the Services;
cooperate with the Company in its performance of the Services and provide access to Client’s premises, employees, contractors, and equipment as required to enable Company to provide the Services; and
take all steps necessary, including obtaining any required licenses or consents, to prevent Client caused delays.
Mutual Representations and Warranties. Each Party represents and warrants to the other Party as follows:
it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
it has the full right, power and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under this Agreement;
the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
Intellectual Property.
Deliverables. As used in this Agreement, the term “Deliverable(s)” means all documents, work product, and other materials that are delivered to Client by or on behalf of the Company in connection with the Services. The Parties understand and agree that any Deliverables developed by Company pursuant to this Agreement shall be considered work-for-hire, but that the Company shall retain sole ownership of such Deliverables until Client has paid in full for all Services provided. Notwithstanding the foregoing or any other provision of this Agreement or SOW to the contrary, Client is and shall remain solely responsible for ensuring that its specifications supplied to the Company for incorporation into Deliverables complies with all applicable laws, rules and regulations.
Client Properties. All materials owned, developed by or licensed to Client, including any Deliverables developed by the Company for Client in connection with this Agreement, but specifically excluding Company Properties (as defined below) and any Deliverables for which the Company has not received full payment from Client, shall be the property of Client (“Client Properties”).
Company Properties. Company has created, acquired or otherwise has rights in, and may, in connection with the performance of the Services, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, techniques (including, without limitation, function, process, system and data models); templates; the generalized features of the structure, sequence and organization of software, user interfaces and screen designs; general purpose consulting and software tools, utilities and routines; and logic, coherence and methods of operation of systems; proprietary computer software, libraries, algorithms, materials, modules, plugins, products and designs; know-how used by Company or its affiliates in providing Services (including all copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) (collectively, “Company Properties”). Company owns all right, title and interest in the Company Properties, including without limitation, all rights under all copyright, patent and other intellectual property laws. To the extent that Company utilizes any of its Company Properties in connection with the performance of the Services or incorporates the its Company Properties into the Client Properties, then (i) such Company Properties shall remain the property of Company, and (ii) subject to Company’s receipt of payment for the Services, Company grants Client a non-exclusive, license to use the Company Properties incorporated into the Client Properties only in connection with the Client use or enhancement of such Client Properties. Except as stated herein, Client shall acquire no right or interest in such Company Properties. Company may employ, modify, disclose, and otherwise exploit Company Properties for other clients. Use of company properties must be hosted on a web server or other related technology owned of fully managed by the company. Client reserves no right to transfer company property to any third party host provider
Third Party Properties. The Deliverables may include or operate in conjunction with third party materials including, without limitation, open source code. All such third party materials are provided pursuant to the terms and conditions of the applicable third-party license agreements and Client shall comply with all such third-party license agreements and will be responsible for associated fees. Nothing in this Agreement or any applicable SOW shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party materials or other products from Company to Client.
License. For the Term of this Agreement, Client hereby grants to the Company a non-exclusive, royalty-free license to (i) use, display, market, copy, distribute, promote and perform the Deliverables in accordance with the terms of this Agreement and any applicable SOW, and (ii) use, display, copy, distribute, promote and perform the Client Properties that are associated with or are intended to be used in connection with such Deliverables.
Term; Termination.
Term. This Agreement shall commence on the day of purchase and shall continue thereafter in perpetuity unless terminated by either Party with or without cause upon thirty (30) days prior written notice to the other Party. The expiration or earlier termination by either Party of this Agreement shall also constitute a termination of any SOW which has not been fully performed by Company; provided however, with respect to any such terminated SOW, Client shall promptly pay the Company any then outstanding fees with respect to Payment Schedule and related terms, Services performed, and expenses incurred as of and prior to the date of such expiration or earlier termination. Early termination does not absolve Clients obligation to fulfill the payment schedule defined by any actives SOWs at the time of early termination. All SOW fee schedules will be paid in full.
Termination. Either Party may terminate this Agreement:
effective upon on written notice to the other Party, if the other Party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
effective immediately, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
As-Is. ALL SERVICES, DELIVERABLES, SOFTWARE AND WORK PRODUCT ARE PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DELIVERABLES, SOFTWARE OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST BUSINESS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO THE COMPANY UNDER THIS AGREEMENT OR ANY SOW DURING THE TWELVE (24) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE.
Confidentiality.
Defined. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that confidential and proprietary to the Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.
Covenant. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
Required Disclosure. Any required disclosure by the Receiving Party of any of the Disclosing Party’s Confidential Information pursuant to a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Prior to making any such disclosure, the Receiving Party shall provide the Disclosing Party with (i) prompt written notice of such Legal Order so that the Disclosing Party may seek a protective order or other remedy prior to such disclosure, and (ii) reasonable assistance in opposing such disclosure and/or seeking a protective order or other limitations on any such disclosure. If, after providing such notice and assistance, the Receiving Party remains subject to a Legal Order and is required to disclose any such Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, such Legal Order specifically requires, and shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
Injunctive Relief. The Parties agree that any breach by a Party or any of its directors, officers, partners, employees, agents or representatives of any provisions of this Section 11 may cause immediate and irreparable harm to the other Party and that, in the event of such breach, the injured Party will be entitled to seek injunctive relief as well as any other legal or equitable remedy available without the requirement of posting a bond.
No Solicitation. Commencing on the Effective Date and continuing for a period of one (1) year following the termination or earlier expiration of this Agreement and each SOW, neither Party shall, directly or indirectly, solicit, hire, retain, or engage any employee, director, officer, consultant or contractor of the other Party. The Parties hereby acknowledge and agree that the restrictions set forth in this Section are reasonable and necessary to protect the business interests of each Party and are narrowly drawn, are fair and reasonable in time and territory, and place no greater restraint upon the Parties than is reasonably necessary.
Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement to the extent caused by a force majeure event (each of the following being a “Force Majeure Event”): (a) act of God, (b) flood, fire, earthquake or other natural disaster, (c) war, terrorist act, riot or other civil unrest, (d) strike or labor stoppage, or (e) government order, law, or embargoes in effect on or after the date of this Agreement. A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end and minimize the effects of such Force Majeure Event. If the Party that fails or is delayed in material performance of its obligations does not cure such failure and delay within thirty (30) days the other Party may terminate this Agreement upon written notice to the other Party.
Miscellaneous.
Staffing. The Company shall use qualified personnel to provide the Services to Client. The Company shall employ any employees, consultants, contractors, or subcontractors it deems necessary or advisable, in its sole discretion, to provide the Services.
Client Delay. Company is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations. In the event of any such delay or failure, Company may, by written notice to Client, extend all or any subsequent due dates as Company deems reasonably necessary. The foregoing is in addition to, and not in lieu of, all other remedies Company may have.
Survival. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
Conflict. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any SOW, the terms and conditions of this Agreement shall supersede and control.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the receiving Party, and on the next business day if sent after normal business hours of the receiving Party; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or to such other address that may be designated by a Party from time to time in accordance with this Section):
If to Company: Devvl, LLC
22 Public Square STE 11
Columbia, Tennessee 38401

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by a duly authorized representative of each Party.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section shall be null and void.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule of that State. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the State Courts sitting in Murray County, Tennessee, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement and the transactions contemplated hereby.
Counterparts; Headings. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
Prevailing Party. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.
Entire Agreement. This Agreement, including and together with any related SOW, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

STATEMENT OF WORK – SOFTWARE DEVELOPMENT
This STATEMENT OF WORK (“SOW”) adopts and incorporates by reference the terms and conditions of the Master Services Agreement (the “Master Agreement”) between Devvly, LLC a Tennessee limited liability company (“Company”) and the purchaser of the Business Launch Plus Web Service (“Client”). This SOW is effective as of the date of purchase and will remain in effect until the Services (as defined below), unless earlier terminated in accordance with the Master Services Agreement. Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Master Agreement. Capitalized terms used but not defined in this SOW shall have the meanings set out in the Master Agreement.
Scope of Work. Client has engaged the Company to assist in technical services related to their Website, applications, and technical infrastructure (the “Project”).
Point of Contact.
The Company may be contacted at support@devvly.com
The Client Contact will the the name, email, and phone number provided at time of checkout.
Project Plan. Within thirty (45) days following the Effective Date of this SOW, the Company will deliver a fully functioning Business Launch Plus web site.
Deliverables (Preliminary). The Deliverables for the Project shall be as set forth in the Project Plan, which shall include the following:
Spin up an eCommerce Launch Web Service Instance on our Servers
eCommerce Launch is a DIY hosted service and is provided as-is.
Setup and configure the customer selected theme using the photos, videos, website copy as provided by the customer. Delay in providing requested assets may delay your site launch date
Configure DNS using Cloudflare
Configure Payment gateway based on the terms of your processing account.
Migrate products from existing website.
Setup transaction email.
Configure Shipping
Ship Station
Checkout Shipping
Shipment Tracking

Integrate 2A Data (if desired)
Integrate email marketing services
Integrate QuickBooks if needed
Setup and configure PoS if needed
Setup and Configure Dealer Portal if needed.
Setup and configure Fastbound if needed
Custom work / Changes / Modifications to the web service are requested by sending an email support@devvly.com and is billed at our normal hourly rate.
Devvly to host the live site and development environments
Provide Client 5 hours of post launch support and Training.
Setup and configure customer shopping card
Setup blog page(s)
Setup contact forms
Setup about us page
Client Responsibilities
Select a theme/template to have implemented for your website.
Provide all Photo and Video Assets upon request
Provide all website Copy
Provide Site Admin Credentials for any existing website (for migration purposes
Proved administrative DNS and Domain Registrar access.
Provide your logo, fonts, and any brand specific design elements.
Complete your payment processing application and fully open processing account. All Business Launch websites with ecommerce functionality is required to use 2A Commerce Payment Processing. If you already have processing, we will match or beat your existing rates.
Disclose any and all third-party services you wish to include in your website. Some third-party services may exceed the scope of this SOW and incur additional fees for implementation.
Provide administrative access to any third-party services to be implemented into your web site.
Review of all site content and copy prior to site launch.
Review all Migrated Data for accuracy prior to site launch.
Fee Schedule/Estimate. The Company bills on a time and material basis, project basis, and with Service Contracts. The Company’s Current rates are as follows:
$7,800 paid in full.
Monthly Hosting Fee $99 (per site) or $149 Hosting fee for all sites using our POS.
Unless superseded by a service contract, change requests and ongoing support post launch is billed at $137 per hour for Software, web application, mobile development, third party integrations, design work, etc. Any work outside the scope of the web service will be estimated and agreed upon by both parties before any work is performed.
Fees will be invoiced and payable in accordance with the terms of the Master Agreement and this SOW.
Delivery; Testing and Acceptance.
Delivery. Company shall deliver each Deliverable identified in the Project Plan to Client on or prior to the associated milestone date set forth therein and in accordance with the delivery criteria set forth in in the Project Plan.
Testing and Acceptance. Following delivery of each Deliverable, Client will have five (5) business days (the “Testing Period”) to conduct the tests for such Deliverable (the “Acceptance Tests”) in order to evaluate whether such Deliverable materially conforms to the specifications set forth in the Project Plan. Company has the right to observe or participate in all or any part of such Acceptance Tests. Client will notify Company in writing of its acceptance or rejection of such Deliverable (each rejection requiring a written “Rejection Notice”), within the applicable Testing Period. If Client submits a Rejection Notice, it must also provide the Company with a detailed list of the Deliverable’s nonconformance with the specifications. The Company will then evaluate the reasons cited as the basis for rejection and the recommended changes to determine if a Change Request is required to accommodate the Client’s request, and will make a commercially reasonable effort to re-deliver the Deliverable. Upon re-delivery, Client shall have an additional Testing Period to conduct Acceptance Tests to determine whether each such nonconformity has been remedied. If Client fails to accept or reject the Deliverable prior to expiration of the applicable Testing Period specified, the Deliverable shall be deemed to be accepted by Client. Once a Deliverable is accepted (whether expressly or deemed by expiration of an Acceptance Period), it cannot later be rejected. If Company fails more than three (3) times to remedy a material nonconformity, Client may terminate this Agreement by written notice to the Company. This Section 5.2 sets forth Company’s sole obligations and Client’s exclusive remedies for any failure of any Deliverable to conform to the specifications.
Term. The term (“Term”) of this SOW shall commence on the date first set forth above, and shall terminate automatically twelve (12) months thereafter. Notwithstanding the foregoing, this SOW shall terminate automatically upon termination of the Master Agreement. The Parties may renew this Agreement by mutual agreement only if set forth in writing and signed by each Party. In the event of any termination or expiration of this Agreement for any reason, Client shall pay the Company for all unpaid balances defined by the fee schedule, any Services rendered and expenses incurred by the Company up to and including the date of such termination or expiration.
Change Requests. Either Party may, at any time during the Term, request in writing changes to the Services or project plan. No changes will be effective unless and until memorialized in a written change request (each a “Change Request”) must include an acknowledged written approval by Client before production can begin. All change requests will be invoiced at our normal hourly rate in addition to the project fee schedule. All change requests will be estimated and approved by Client.
Exclusions.
This SOW specifically does not include any of the following:
No post launch support.
Post launch support can be provided under a support plan or on an hourly basis.
Custom design work
Custom application development or implementation
Plugin implementation outside of what’s defined in this SOW.
SEO or Marketing Automation Services
Content updates or ecommerce store management.
These are available under a separate SOW
Setup or support for company Email.

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