424 Solutions Master Services Agreement

Version 2.0.1 | Effective September 14, 2026 | Last Updated September 20, 2026

This Master Services Agreement (the “Agreement”) governs services provided by 424 Solutions LLC (“424 Solutions,” “424,” “we,” “us,” or “our”) to a customer (“Client,” “you,” or “your”). A proposal, statement of work, invoice, order, checkout page, product-specific license, or other written scope accepted by the Client may supplement this Agreement. If a product-specific license or signed statement of work conflicts with this Agreement, the more specific document controls for that product or project.

1. Services and Scope

424 may provide website design and development, Shopify services, WordPress services, software, themes, applications, integrations, consulting, training, maintenance, support, hosting-related services, or other work described in an accepted proposal, statement of work, invoice, order, or written agreement. Work outside the agreed scope may require a change order, additional fee, or revised timeline.

Client delays in supplying content, approvals, credentials, feedback, products, data, or other required materials may extend delivery dates. Unless expressly stated in writing, schedules are good-faith estimates rather than guaranteed completion dates.

2. Fees, Deposits, and Payment

Fees and payment schedules are stated in the applicable proposal, invoice, order, or statement of work. Deposits and amounts identified as non-refundable are earned when specified work, scheduling, licensing, or reserved capacity begins, except where applicable law requires otherwise.

424 may pause work, withhold delivery, suspend support, or restrict access to unpaid deliverables when an account is materially past due. Client remains responsible for approved work completed before suspension or termination.

3. Client Responsibilities

Client represents that it has the necessary rights and permissions to provide all logos, artwork, text, photography, product data, trademarks, customer data, credentials, and other materials supplied to 424 (“Client Materials”). Client is responsible for the accuracy and legality of Client Materials, product claims, pricing, taxes, policies, and business practices.

Client is responsible for maintaining secure credentials and for reviewing the completed work before launch. Client must promptly report known defects or material discrepancies.

4. Ownership Definitions

Client Materials means materials owned by or properly licensed to the Client and supplied to 424.

Project-Specific Deliverables means original work created specifically and exclusively for the Client under a paid custom project, excluding 424 Background IP, Licensed Software, third-party materials, open-source software, and reusable components.

424 Background IP means all intellectual property owned, developed, licensed, or used by 424 independently of a specific Client project, including pre-existing and reusable source code, themes, frameworks, components, sections, blocks, snippets, applications, libraries, utilities, scripts, APIs, workflows, methods, processes, design systems, documentation, templates, tools, know-how, and improvements or derivatives of those materials.

Licensed Software includes software and digital products licensed rather than assigned to the Client, including the Vero Theme, the Maker Theme, Hat Lab, 424 applications, extensions, scripts, components, documentation, updates, and successor or related products supplied under a software or theme license.

5. Intellectual Property and Custom Work

Upon full payment of all amounts due for a custom project, the Client owns the Client Materials and, to the extent expressly created exclusively for that Client, the Project-Specific Deliverables. This ownership does not include 424 Background IP, Licensed Software, third-party materials, open-source components, reusable code, reusable designs, methods, know-how, or tools incorporated into or used to produce the project.

424 retains all right, title, and interest in 424 Background IP and Licensed Software. No purchase, project payment, website handoff, repository access, theme delivery, or source-code access transfers copyright or ownership in 424 Background IP or Licensed Software unless 424 expressly agrees to that transfer in a separate signed writing.

To the extent 424 Background IP is embedded in a paid custom deliverable, 424 grants the Client a non-exclusive license to use that embedded material as necessary to operate the completed Client project, subject to this Agreement and any applicable product-specific license.

6. Software and Theme Licensing

Licensed Software is licensed, not sold. Unless an order or product-specific license expressly states otherwise, a software or theme purchase grants a limited, non-exclusive, non-transferable, non-sublicensable license for use on one approved production website or Shopify store. Development, staging, or preview copies are permitted only when used solely to develop or maintain that same licensed production site.

Licensed Software may be customized for the licensed site. Client may allow employees or contractors to access the Licensed Software solely to work on that licensed site, provided those persons do not retain, reuse, distribute, sublicense, or use the software for another customer, store, product, or commercial offering.

Except where applicable law expressly prohibits a restriction, Client may not: (a) redistribute, resell, sublicense, rent, lease, publish, upload, share, or provide Licensed Software or its source files to third parties for independent use; (b) use one license on multiple production stores or websites; (c) remove or circumvent licensing, activation, access-control, attribution, or security mechanisms; (d) make the source code publicly available; (e) use substantial portions of 424’s copyrighted source code, non-public documentation, proprietary implementation details, or confidential materials to create, market, or distribute a competing commercial theme, application, builder, customizer, software product, or derivative product; or (f) assist another person in doing any of the foregoing.

Nothing in this Agreement prohibits lawful independent development of products that use general ideas, concepts, functionality, or industry-standard workflows, provided that such development does not copy protected expression, source code, confidential information, or non-public proprietary implementation details belonging to 424.

Additional terms for Vero and related licensed products are available in the Vero Software License Terms. Product-specific terms control where they are more specific than this Agreement.

7. Updates, Support, and Compatibility

Unless specifically included in an order or support plan, purchase of a website, theme, application, or other digital product does not guarantee perpetual updates, new features, compatibility work, migration services, custom development, or unlimited support. 424 may modify, replace, discontinue, or retire features or products as reasonably necessary.

Third-party platform changes, including changes made by Shopify, WordPress, hosting providers, browsers, apps, APIs, payment providers, or other services, may require additional work outside the original scope.

8. Third-Party Products and Services

Projects may rely on third-party platforms, applications, themes, APIs, hosting, payment processors, fonts, libraries, services, or open-source software. Those items remain subject to their own terms and licenses. 424 is not responsible for a third party’s outages, policy changes, pricing changes, discontinuation, security incidents, or compatibility changes, though 424 may assist with remediation under a separate scope.

9. Confidentiality

Each party may receive non-public information belonging to the other party. Confidential information includes non-public business information, credentials, customer information, pricing, source code, trade secrets, proprietary systems, product roadmaps, unreleased features, technical documentation, methods, workflows, designs, and other information that a reasonable person would understand to be confidential.

The receiving party will use confidential information only for the purpose for which it was provided, will take reasonable measures to protect it, and will not disclose it to third parties except to personnel or contractors who need it for that purpose and are subject to appropriate confidentiality obligations. This section does not apply to information that was lawfully public, already known without restriction, independently developed without use of the confidential information, or lawfully received from a third party without a duty of confidentiality.

10. Portfolio and Attribution

Unless a written agreement states otherwise, 424 may identify publicly launched work as part of its portfolio and may display non-confidential screenshots, the Client’s public business name, and a link to the public project. 424 will not intentionally disclose Client confidential information through portfolio use.

11. Accessibility

424 makes reasonable efforts to design and develop websites, themes, software, and related deliverables with accessibility in mind and, where applicable, to follow generally recognized accessibility standards, including the Web Content Accessibility Guidelines (“WCAG”).

Accessibility and conformance may be affected by factors outside 424’s reasonable control, including third-party applications and integrations, platform functionality, Client-provided content, uploaded images or media, product information, color and design choices configured by the Client, custom code, embeds, and modifications made after delivery or installation.

Unless expressly included in a signed written agreement, 424 does not warrant or guarantee that any website, theme, software, product, or service will achieve or continuously maintain conformance with any particular version or level of WCAG, compliance with the Americans with Disabilities Act (“ADA”), or compliance with any other accessibility law, regulation, or standard. Client remains responsible for reviewing and maintaining the accessibility and legal compliance of its website, content, products, and business operations.

424 is not responsible for accessibility issues caused by third-party services, Client Materials, Client configuration choices, subsequent modifications, platform changes, or other factors outside 424’s reasonable control. Any accessibility remediation, audit, monitoring, or compliance work not expressly included in the applicable scope may require a separate agreement or fee.

19. Warranties and Client Review

424 will perform professional services in a commercially reasonable manner. Except for any express written warranty included in a specific order, services, software, themes, and deliverables are provided “as is” and “as available” to the fullest extent permitted by law. 424 does not warrant uninterrupted operation, universal browser or device compatibility, a particular sales result, search ranking, traffic level, conversion rate, or continued compatibility with future third-party platform changes.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business, or loss of data, arising from this Agreement, even if advised of the possibility of such damages.

To the maximum extent permitted by law, 424’s aggregate liability arising from a particular project, order, licensed product, or event will not exceed the amount actually paid to 424 for the specific project, order, or product giving rise to the claim during the twelve months preceding the event. This limitation does not apply where applicable law prohibits such a limitation.

13. Indemnification

Client will defend, indemnify, and hold harmless 424 and its personnel from third-party claims arising from Client Materials, Client’s products or services, Client’s unlawful use of a deliverable, or Client’s material breach of this Agreement. 424 will remain responsible for its own willful misconduct and for obligations that cannot lawfully be disclaimed.

14. Suspension and Termination

Either party may terminate ongoing services as allowed by the applicable proposal, order, or statement of work. 424 may suspend services or terminate a license for a material breach that remains uncured after reasonable notice when cure is appropriate. Intentional unauthorized distribution, sublicensing, circumvention of licensing controls, or misuse of confidential source code may constitute a material breach.

Termination does not erase payment obligations already incurred. Provisions concerning ownership, licenses, confidentiality, payment obligations, limitations of liability, dispute resolution, and other provisions that by their nature should survive will survive termination.

15. No Retroactive Modification of Prior Transactions

Updates to these public terms apply prospectively from their stated effective date unless a Client expressly agrees otherwise. Nothing in a later website-posted version is intended to retroactively rewrite the contract terms that governed a completed earlier purchase or signed project. Earlier transactions remain governed by the terms and documents applicable to those transactions, together with any later terms the parties expressly accept.

16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. Before filing a civil action, the parties agree to make a good-faith effort to resolve the dispute informally and, if unresolved, to participate in mediation in New Jersey unless prohibited by applicable law or emergency equitable relief is reasonably necessary.

Subject to applicable law, exclusive venue for disputes arising from this Agreement will be in the state or federal courts serving Monmouth County, New Jersey. Any contractual limitation period stated in a signed proposal or product-specific agreement also applies. Nothing here limits rights that cannot lawfully be waived.

17. General Terms

Neither party may assign this Agreement in a manner that materially increases the other party’s obligations without consent, except in connection with a merger, acquisition, sale of substantially all assets, or internal reorganization. If any provision is found unenforceable, the remaining provisions remain in effect and the invalid provision will be enforced to the maximum extent permitted by law.

This Agreement, together with the applicable proposal, statement of work, invoice, order, checkout terms, and product-specific license, constitutes the agreement concerning the applicable transaction and supersedes prior discussions about that transaction. A waiver is effective only if made in writing and does not waive later breaches.

18. Contact

Questions concerning this Agreement may be sent to support@424solutions.com. Licensing issues may be sent to licensing@424solutions.com. Billing issues may be sent to billing@424solutions.com.