Master Services Agreement

1. Parties

This Agreement is entered into by and between Apeiron, a web design and software agency currently operating under the registered business name Python-Visuals Web Design at Long Island, New York, while a New York limited liability company is in the process of formation ("Python Visuals," "Apeiron," "we," or "us"), and the client named on the applicable Subscription Order ("Client" or "you"). Each a "Party" and together the "Parties."

If and when the Apeiron LLC is formed, this Agreement may be assigned to that entity on formation, per § 14.

2. What We Build For You

Python Visuals operates the Apeiron Network, a hosted web platform on which we design, build, deploy, and maintain subscription websites for our clients (the "Platform"). Under this Agreement, we will provide you with the following services (the "Services"):

a. Site Build and Launch. We will design and deploy your website on the Platform, including brand application, content integration, mobile-responsive layout, DNS / custom-domain configuration, and any tier-specific features listed on your Subscription Order (defined in § 3). Every build is custom to you and fully managed by us from start to launch.

b. Hosting and Infrastructure. We will host your site on our infrastructure (currently Cloudflare Pages, Cloudflare Workers, Supabase, and Cloudflare R2 object storage), maintain the underlying Platform, apply security patches, and manage deployments. You do not separately pay for hosting, SSL, or CDN — those are included in the Subscription Fee.

c. Ongoing Maintenance and Content Updates. We will respond to routine content updates, small change requests, bug reports, and copy revisions at the cadence defined for your tier on the Subscription Order. Routine maintenance is included in the Subscription Fee; it is not a separately billed service.

d. Optional Features. Features such as admin portals, photo upload portals, e-commerce storefront, customer account pages, booking systems, gift cards, and newsletter infrastructure are available as tier inclusions or specified add-ons on the Subscription Order.

e. Communication Is Free. Conversations with your Python Visuals team — questions, planning discussions, strategy calls, revision discussions, support requests within your tier's included scope — are not separately billed. We do not run a meter on conversation. If you need to talk to us, you can talk to us. The scope of what the conversation can produce is governed by § 3(d) (routine changes vs. net-new scope); the conversation itself is always included.

f. Scope of Routine Changes. "Routine content updates" includes text edits, image swaps, adding or removing existing-type items from an existing page, adding or removing pages that use existing page templates already on your site, SEO title and description updates, form recipient changes, and similar work within the shape of what was originally built. This is not a secret short list: if you are unsure whether a request is routine, ask, and we will tell you plainly before you commit to anything.

3. Pricing: Flat Monthly + Scope Fee (When Applicable)

Python Visuals pricing is intentionally built around two things: a flat monthly subscription fee that covers everything listed in § 2, and — only for Standard tier and larger builds — a one-time scope fee covering the initial build, quoted in advance from the actual work in front of us, not from an hourly rate.

a. Starter Tier — Flat Monthly Only. Starter builds run on a flat monthly Subscription Fee stated on the Subscription Order. There is no separate scope fee for Starter. What you see monthly is what you pay.

b. Standard Tier and Larger Builds — Flat Monthly + One-Time Scope Fee. Builds at the Standard tier or above include a discrete Scope Fee stated on the Subscription Order, payable one time, covering the initial design and launch work. The Scope Fee is quoted in advance from the specific work we have agreed to do for you, not calculated from an hourly rate. You will see the exact dollar amount before you sign.

c. No Billable Hours. Python Visuals does not bill by the hour for any Service covered by this Agreement. Our fees reflect the work we have agreed to do — the outcome — not the time we spend producing it. If a project takes us longer than we expected, that is our risk, not yours. If it takes us less, the quoted fee does not change.

d. No Change-Order Games. Routine changes as defined in § 2(f) are included in your Subscription Fee. Work that is genuinely outside the original scope of your build — a category of feature we did not build, a new integration with a third-party system we did not connect, migration of large volumes of legacy content, or a redesign of your existing site — is handled through a separate, explicit, upfront quote (a "Change Order") that you review and approve in writing before any work begins. We do not retroactively invoice for scope we already did. We do not frame routine requests as out-of-scope to manufacture additional billing. If something might be outside your tier's routine scope, we will tell you before we do it and give you the chance to say yes, no, or "let's adjust what we want."

e. Competitor Pricing References. Any competitor pricing shown on python-visuals.com (including the public compare table and any service-page callouts) is based on competitors' publicly stated pricing at the time the page was updated and is included for comparison only. Competitor plans and add-on fees can change without notice. Nothing on python-visuals.com constitutes a representation about any third party's current pricing or services.

4. Billing and Payment

a. Subscription Fees. You agree to pay the monthly Subscription Fee stated on the Subscription Order, plus any one-time Scope Fee stated for Standard or larger tiers, plus any approved add-on fees.

b. Billing Cycle. The Subscription Fee is billed monthly in advance. The first monthly payment is due on the Effective Date. Subsequent monthly payments are due on the same day of each calendar month thereafter.

c. Scope Fee Payment Schedule. If your Subscription Order includes a one-time Scope Fee, it is payable on the schedule stated on the Order — typically a deposit on signing and the balance on launch. This is explicitly stated on the Order; there are no hidden payment milestones.

d. Payment Method. Payment is processed through Stripe, our payment processor, via our client portal. You authorize us to charge the payment method on file for each recurring Subscription Fee and any approved fee. Manual payment (Zelle, check) is available if arranged on the Subscription Order.

e. Grace Period and Service Suspension. If a payment fails, we will notify you by email and attempt to recharge the payment method. If payment is not received within ten (10) days after the original due date, we may temporarily suspend non-essential Services and place a hold on your site (the "Service Suspension"). Your Client Content and Client Configuration (defined in § 5) will be preserved during suspension.

f. Termination for Non-Payment. If payment is not received within thirty (30) days after the original due date, we may terminate this Agreement under § 13. You will be given at least seven (7) days' written notice before termination and a meaningful opportunity to bring the account current.

g. Price Changes. We may increase the monthly Subscription Fee on at least sixty (60) days' written notice to you, but no more than once in any twelve-month period. If you don't want to pay the new price, you may terminate this Agreement before the new price takes effect without any early-termination fee.

h. Refunds and Satisfaction Window. Subscription Fees are non-refundable except as stated here and in Python Visuals's Refund Policy (incorporated by reference, published at apeironweb.com/refund-policy). You may request a full refund of the initial Subscription Fee — and any Scope Fee deposit paid — within seven (7) days of the Effective Date for any reason (the "Satisfaction Window"). The Satisfaction Window is unconditional: it is not extinguished by launch of your site, delivery of admin portal access, or use of the Services during the seven-day period. After the Satisfaction Window closes, Subscription Fees are non-refundable except as stated in the Refund Policy.

5. What You Own, What We Own

You own your site. That is the first sentence of this section for a reason — it is the load-bearing public claim on python-visuals.com, and this Agreement is structured to match it. Here is exactly what that means in practice.

a. Client Content — You Own Outright. All text, images, logos, brand assets, product descriptions, photos, and any other content you supply to us — directly or through an upload portal we provide — remains your property ("Client Content"). You grant us a non-exclusive, worldwide, royalty-free license to host, display, transmit, and use your Client Content solely to provide the Services during the Term. The license ends when the Agreement ends.

b. Client Configuration — You Own and You Get It Out. Configuration specific to your site — your site's settings, your content entries in our database, custom copy we write specifically for your site, your product catalog entries, customer records you collect through your site, and any other data stored on your behalf — is owned by you ("Client Configuration"). Your Client Configuration lives on the Platform while this Agreement is in effect. On request at any time during the Term, or on termination per § 13, we will provide you with a complete export of your Client Configuration in a reasonable electronic format at no additional charge. If you want a mid-contract export to review what data we hold about your business, you can ask for one.

c. The Apeiron Platform — We Own and License It to You. The Apeiron Network itself — the underlying software, source code, reusable templates, design system, page layouts, reusable component libraries, Edge Functions, Cloud Workers, admin tooling, deployment scripts, database schema, and any improvements, derivatives, or new features — is and remains the exclusive property of Apeiron ("Platform"). Nothing in this Agreement transfers ownership of the Platform to you. During the Term, you have a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely through your subscription.

d. Why This Split Is Honest About "You Own Your Site." Your site — the domain, the content, the configuration, the custom copy, the customer data you collect, the exported database dump — is yours. The reusable agency-grade codebase that makes the site run, and that runs many other client sites, is ours. When python-visuals.com says "You Own Your Site," it is referring to everything in § 5(a), (b), and (f) — content, configuration, domain, and the export. It is not referring to the shared reusable codebase, which we could not license to a single client without making the shared Platform impossible for everyone else. This section is the honest version of that claim. If you want a standalone, independent codebase that you own outright and can take to any other hosting provider, that is a different product than a subscription to the Apeiron Network, and we are happy to discuss it as a separate engagement — but it is not what this Agreement covers.

e. What You Do NOT Get On Termination. On termination you receive the export described in § 5(b) and the domain handling described in § 5(f). You do not receive a copy of the Platform source code, reusable components, Edge Function implementations, admin portal code, deployment scripts, or any other Platform-level asset. That is intentional and aligned with § 5(c). Your remedy at the end of the relationship is the data you brought to the Platform and the data we collected on your behalf, not a copy of the agency tooling itself.

f. Your Domain and Your Third-Party Accounts. You own any Internet domain name used for your site, whether registered in your name or in the name of a person you authorize. Where we deploy your site under a Cloudflare, DNS, CDN, or analytics account held in your name or in the name of a person you authorize, that account and its administrative credentials remain under your control. We hold only the access needed to deliver the Services during the Term and will surrender that access on termination. Nothing in this subsection transfers ownership of the Platform under § 5(c); this subsection addresses only domain names and third-party accounts that are not part of the Platform itself.

g. Feedback. If you suggest a feature, report a pattern you noticed across other client sites, or offer ideas about the Services, we may use those freely without obligation to you. (We appreciate them.)

6. Uptime and Support

a. Uptime Target. We target 99% monthly uptime for each client site, measured at the Platform edge. Planned maintenance windows announced at least 24 hours in advance, downtime caused by third-party infrastructure providers (Cloudflare, Supabase, DNS providers), Client-caused issues, or force majeure events are excluded from uptime calculations.

b. Support Response Targets. We will respond to your inquiries during standard business hours (Monday–Friday, 9:00 AM to 6:00 PM Eastern Time, excluding US federal holidays) within the target times stated on your Subscription Order for your tier. Site-down incidents are handled as critical regardless of hour and receive the fastest practical response.

c. No SLA Credits Unless Stated. This § 6 states our uptime and support targets but does not create a service level credit obligation unless expressly stated on your Subscription Order.

7. Term, Renewal, and Cancellation

a. Initial Term. The initial subscription term begins on the Effective Date and continues for the period stated on the Subscription Order (the "Initial Term"). If no Initial Term is specified, the Initial Term is one (1) month.

b. Auto-Renewal. Unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, this Agreement will automatically renew for successive one-month periods on the same terms (each a "Renewal Term"). The Initial Term and all Renewal Terms together are the "Term."

c. How to Cancel. You can give notice of non-renewal by email to the Python Visuals address on your Subscription Order, or by written notice through the client portal. Cancellation takes effect at the end of the then-current monthly Term. You remain entitled to Services through that end date.

d. Pre-Renewal Reminder for Consumer-Facing Clients. If you are an individual consumer (not a business) or if your state's law requires advance renewal reminders, we will send a reminder email at least fifteen (15) days before any auto-renewal beyond the Initial Term.

8. Your Data and Your Customers' Data

Where the Services include storage, processing, or transmission of personal data belonging to your own customers, users, or visitors ("Client Customer Data"), the Parties will execute Python Visuals's Data Processing Addendum ("DPA") concurrently with this Agreement. The DPA is incorporated by reference and forms an integral part of this Agreement.

We will process your Client Customer Data only as a processor acting on your documented instructions. Our sub-processors are listed at apeironweb.com/subprocessors (or a successor URL). For how we handle personal information generally, see our Privacy Policy.

You represent that you have obtained all consents and provided all notices required by applicable law before submitting any Client Customer Data to the Services.

9. Your Responsibilities

You agree to:

• Provide us with accurate and timely content, brand assets, and information required to launch and maintain your site.
• Maintain ownership of or appropriate rights to any Client Content you supply to us.
• Comply with applicable law in operating your site, including consumer protection, data privacy, tax, and industry-specific regulations.
• Not use the Services to host or distribute illegal content, malware, or content that infringes third-party rights.
• Not knowingly collect, process, or store personal information from children under thirteen (13) years of age through your site except in full compliance with the Children's Online Privacy Protection Act ("COPPA"), 15 U.S.C. § 6501 et seq., and any analogous state laws. You are solely responsible for COPPA compliance on your site. You will notify us in writing before enabling any feature on your site intended to collect information from children under thirteen so that we can evaluate whether additional contractual and technical measures are required.
• Promptly notify us of any security incident, data breach, or legal claim affecting your use of the Services.

10. Representations and Warranties

a. Mutual. Each Party represents that it has the authority to enter this Agreement and that its performance will not violate any other agreement or law.

b. By Python Visuals. We represent that we will perform the Services in a professional and workmanlike manner consistent with industry standards for similar subscription web services.

c. Disclaimer. Except as expressly stated in this Agreement, the Services are provided "as is" and Python Visuals disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. No representation, reel, case study, estimate, or public marketing claim on python-visuals.com is incorporated into this Agreement as a warranty except where explicitly named in this document.

11. Limitation of Liability

In no event will either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, or loss of data, arising out of or related to this Agreement, regardless of the theory of liability.

Except as stated in the next paragraph, each Party's total cumulative liability under this Agreement will not exceed the total fees paid or payable by Client to Python Visuals in the twelve (12) months immediately preceding the event giving rise to the claim.

Data-Breach Super-Cap. For liability arising out of or related to a Personal Data Breach (as defined in the DPA) affecting Client Customer Data, Python Visuals's total cumulative liability will not exceed the greater of (a) the total fees paid or payable by Client to Python Visuals in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) Ten Thousand United States Dollars (US $10,000.00). This super-cap floor applies only to breach-related claims and does not raise the cap for any other category of claim. Python Visuals carries Technology Errors & Omissions insurance to support this commitment (see § 15).

The limitations in this section do not apply to: (i) a Party's indemnification obligations; (ii) a Party's breach of confidentiality; or (iii) damages that cannot be limited by law.

12. Indemnification

a. By Client. You will defend, indemnify, and hold Python Visuals harmless from third-party claims, damages, and reasonable attorneys' fees arising from: (i) Client Content infringing third-party intellectual property or privacy rights; (ii) your use of the Services in violation of law; and (iii) your breach of § 9.

b. By Python Visuals. We will defend, indemnify, and hold you harmless from third-party claims that the Platform, as provided by us and used by you within the scope of this Agreement, infringes a US-issued patent, copyright, or registered trademark. Our sole obligation is to modify or replace the infringing component, procure continued rights, or if neither is commercially reasonable, terminate this Agreement and refund any prepaid unused Subscription Fees.

c. Process. The indemnified Party must promptly notify the indemnifying Party of the claim, tender exclusive control of the defense, and reasonably cooperate. The indemnifying Party may not settle any claim that imposes obligation on the indemnified Party without consent.

13. Termination and Data Export

a. For Convenience. Either Party may terminate this Agreement at the end of the then-current Term by giving written notice of non-renewal at least thirty (30) days before the end of that Term per § 7.

b. For Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice of the breach. Non-payment is handled under § 4(f) instead.

c. Effect of Termination — Portability. On termination:

1. Your access to the Services ends at the effective termination date.
2. We will provide an export of your Client Content and Client Configuration under § 5(b) upon written request made within thirty (30) days of termination, in a reasonable electronic format, at no charge. This is the "Export Window."
3. After the Export Window closes, we may delete your data from active systems. Backups held by our sub-processors may retain data for that provider's own retention schedule (typically 7–30 days) after deletion from active systems.
4. You are responsible for any fees incurred through the effective termination date.
5. Prepaid fees for unused portions of the Term are non-refundable except as stated in the Refund Policy.

d. Transition Help. On request during the Export Window, we will provide a reasonable level of handoff assistance — identifying which records belong to which of your business systems, explaining the export format, clarifying any technical questions your next provider may have. Handoff assistance beyond a reasonable level (for example, implementing migrations into a specific third-party platform on your behalf) is available as paid work on mutual agreement.

e. Survival. Sections that by their nature should survive termination — including § 5, 8, 10(c), 11, 12, 14, 15, 16, 17, 18, and 20 — survive.

14. Assignment and Subcontractors

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Python Visuals may assign this Agreement to an affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets without consent — including, specifically, the planned assignment to Apeiron LLC on its formation. We may use subcontractors and sub-processors to perform parts of the Services and remain responsible for their performance.

15. Insurance

Python Visuals maintains Technology Errors & Omissions (E&O) insurance with limits of not less than Two Hundred Fifty Thousand United States Dollars (US $250,000) per claim and Two Hundred Fifty Thousand United States Dollars (US $250,000) in the aggregate, and will maintain coverage at or above that level for the duration of the Term.

Python Visuals also maintains Commercial General Liability (CGL) insurance with limits of not less than One Million United States Dollars (US $1,000,000) per occurrence and Two Million United States Dollars (US $2,000,000) in the general aggregate, including products and completed operations coverage of Two Million United States Dollars (US $2,000,000) in the aggregate, and will maintain coverage at or above that level for the duration of the Term.

Both policies are currently in force through NEXT Insurance (producer: Next First Insurance Agency, Inc.; carrier: State National Insurance Company, Inc., NAIC 12831) for the policy period April 6, 2026 through April 6, 2027. We will provide you with a Certificate of Insurance on reasonable written request. We will use commercially reasonable efforts to notify existing subscription clients in advance of any material reduction in coverage.

16. No-Solicit

During the Term and for twelve (12) months after termination, neither Party will directly solicit for employment any employee or contractor of the other Party with whom it worked under this Agreement. General job advertisements and unsolicited applicant contacts are not violations.

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising from this Agreement will be brought exclusively in the state or federal courts located in Kings County, New York, and each Party consents to personal jurisdiction and venue there. Each Party waives any right to a jury trial.

Before filing any action, the Parties will attempt to resolve the dispute in good faith through direct discussion between senior representatives for at least thirty (30) days.

18. Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemics, government action, labor disputes not involving its own employees, internet or utility outages, and third-party infrastructure failures. The affected Party must notify the other Party and resume performance as soon as reasonably possible.

19. Confidentiality

Each Party may receive non-public business, technical, or financial information from the other Party that is marked or reasonably understood to be confidential ("Confidential Information"). Each Party will use Confidential Information only to perform under this Agreement and will protect it with at least the same care it uses for its own Confidential Information of similar sensitivity (and no less than reasonable care). Confidential Information does not include information that is publicly available, already known to the receiving Party, independently developed, or received from a third party without confidentiality obligation. This section survives termination.

20. Miscellaneous

a. Entire Agreement. This Agreement, together with the Subscription Order, the DPA (if executed), the Refund Policy, the Privacy Policy, and the Subprocessor List, constitutes the entire agreement between the Parties and supersedes any prior agreements on the same subject — including, specifically, the prior Apeiron v1 project-based MSA, which did not describe the subscription Services actually delivered by Python Visuals.

b. Amendments. Any amendment must be in writing and signed by both Parties.

c. Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

d. Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

e. Notices. Notices must be sent to the email addresses listed on the Subscription Order, or to such other address as either Party designates in writing. Email is acceptable for routine notices; termination and breach notices also require a delivery confirmation (read receipt, DocuSign, or certified mail).

f. Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.

g. Counterparts. This Agreement may be executed in counterparts and by electronic signature (DocuSign acceptable), each of which is an original and all of which together constitute one agreement.

21. Contact

If you have questions about this Agreement, how it applies to your engagement, or how to request a data export, please contact us:

Python Visuals — Legal Contact
Email: [email protected]
General: [email protected]
Postal: Long Island, New York, United States