Client Service Agreement
This Client Service Agreement ("Agreement") is between Lucent Ops LLC, doing business as LucentOps ("LucentOps", "we", "us"), and the business or individual identified at checkout ("Client", "you"). By checking the acceptance box and paying the deposit described in Section 4, you agree to be bound by this Agreement. If you accept this Agreement on behalf of a company, you represent that you have authority to bind that company.
1. Parties & Acceptance
This Agreement takes effect when Client accepts it electronically, as described in Section 20, before paying the deposit described in Section 4.
2. Definitions
- "Services" means the website design, build, launch and hosting work described in this Agreement.
- "Project" means the specific website engagement covered by this Agreement.
- "Site" means the website LucentOps builds and hosts for Client under this Agreement.
- "Engine" means the underlying storefront software LucentOps uses to build and operate the Site, including its source code, backend, admin panel, templates and tooling, as distinct from the Client Materials.
- "Client Materials" means the design, pages, copy and images created specifically for the Site, Client's domain, and Client's data in the Site, including its products, orders and customer records.
- "Launch" means the point at which the Site goes live on Client's domain.
- "Included Period" means the first 30 days after Launch.
- "Plan" means a monthly Hosting Plan or Care Plan described in Section 12.
3. Scope of Services
For a flat fee of $2,000, with no tiers and no per-product fees, LucentOps will build Client a complete e-commerce website, including:
- Custom storefront design, including mobile-optimized pages
- Checkout with manual payment rails (Zelle, Venmo, Cash App, Apple Cash, bank transfer), plus optional Stripe and/or PayPal once Client is approved by that processor
- Customer accounts
- An admin panel covering orders, stock, pricing, listings, lab reports, discount codes, payment review, finance, and analytics
- Approximately 28 automated transactional emails (for example, order confirmation and shipping updates)
- Shippo shipping-label integration
- Product images: AI-generated renders of vials carrying Client's label artwork, typeset from data Client supplies
- Website copy, drafted with AI assistance and edited by LucentOps
- Draft legal pages for Client's own store
- Basic SEO setup
- Registration of Client's domain for its first year, in Client's name, if Client does not already own one
- Hosting, email sending and backups through the Included Period
Website copy is checked against research-use-only phrasing rules by an automated scan before delivery. This scan is a quality-control step only. It is not legal advice, not regulatory advice, and not a guarantee that Client's site, products, or claims comply with any law.
Not included: hosting after the Included Period, which requires a Plan (see Section 12); payment-processor approval (see Section 7); legal review by an attorney; and any work outside the items listed above. Changes to scope requested after the brand board is approved (Section 9) may be quoted and billed separately.
4. Fees & Payment
The total fee for the Project is $2,000, paid in two installments:
| Payment | Amount | Due |
|---|---|---|
| Deposit | $1,000 | Before work begins |
| Balance | $1,000 | At Launch, before the Site goes live on Client's domain |
The deposit and the balance are paid by Zelle, Venmo or PayPal, using the reference code we provide, and confirmed by us by hand, usually within one business day. Card payment through Stripe may be offered as well when available. LucentOps keeps no card or bank account on file and never charges Client automatically.
If the balance is not paid, LucentOps will hold Launch until it clears. No interest or late fee accrues while the Site waits for payment.
The deposit is refundable in full until the brand board (Section 5) is delivered, and non-refundable after that. If LucentOps cannot or will not complete the Project for reasons not caused by Client, LucentOps will refund fees paid for any stage not yet delivered. The balance is not due until Launch.
Monthly Plans after Launch are billed separately under Section 12.
5. Timeline & Client Delays
The typical project timeline is:
| Days | Milestone |
|---|---|
| Day 1 | Deposit and intake |
| Days 2–3 | Brand board and product-image proof, for Client approval |
| Days 4–9 | Build |
| Days 10–12 | Automated testing, plus Client review and changes |
| Days 13–14 | Launch: domain, email sending, hosting, shipping-label integration, Google Search Console connection, and an admin walkthrough |
This timeline is an estimate, not a guarantee. It assumes Client provides requested content, feedback, and approvals promptly. A delay caused by Client — including late intake answers, late approvals, or late content — pauses the timeline for the length of the delay.
6. Client Responsibilities & Content
Client is responsible for providing accurate, complete information and assets needed to build the Site, including product information, lab reports, label artwork, logos, and text. Client represents and warrants that it owns or has the necessary rights to all logos, text, images, and other files it supplies to LucentOps, and that LucentOps's use of them to build the Site will not infringe any third party's rights.
7. Compliance & Regulatory Responsibility
Client is solely responsible for: the legality of its products and business; the accuracy of all product, lab-report, and purity data it supplies; its own compliance with applicable law, including FDA and FTC requirements and state law; the claims made on its site; its licenses and permits; its taxes; and its relationship with its own customers.
The Site is intended for the sale of research-use-only (RUO) products. LucentOps may refuse to build, or may stop work on, any site that markets products for human consumption, makes disease-treatment or dosing claims, or that LucentOps reasonably believes is unlawful. The automated compliance scan described in Section 3 checks copy against a set of RUO phrasing rules as a quality step only; it is not legal or regulatory advice and does not guarantee that Client's site or business complies with any law.
8. AI-Assisted Work
LucentOps uses AI tools to help draft website copy and to generate product-image renders, and reviews and edits this output before delivery. Product-image renders are illustrative product photography, not laboratory documentation, and Client is responsible for ensuring its site otherwise represents its products accurately.
9. Review, Revisions & Acceptance
One consolidated round of Client-requested changes is included, during the review step described in Section 5. Changes to scope requested after the brand board is approved may be quoted and billed as additional work.
The Site is accepted, and the build is considered complete, at the earlier of: (a) Launch, or (b) 7 days after LucentOps delivers the Site for Client's review, if Client has not sent a written list of specific defects within that time.
10. Intellectual Property
On receipt of the full $2,000 fee, Client owns the Client Materials.
The Engine remains the property of LucentOps. It is not sold, delivered or disclosed to Client, and Client does not receive its source code. LucentOps grants Client a non-exclusive, non-transferable license to use the Engine to operate Client's store(s) built under this Agreement for as long as LucentOps hosts the Site, during the Included Period and while a Plan is active. Client may not copy, reverse engineer, resell or sublicense the Engine, or attempt to access its source code.
11. Third-Party Services & Costs
The $2,000 fee includes the first year of Client's domain registration (or the use of a domain Client already owns) and hosting, email sending and backups through the Included Period. Domains that LucentOps registers for Client are registered in Client's name.
Payment-processing fees (for example, Stripe or PayPal), shipping postage, and any paid service Client chooses to add are billed to Client directly by those providers and are not part of any LucentOps fee.
12. Hosting Plans, Maintenance & Support
After the Included Period, keeping the Site online requires one of these monthly Plans:
| Plan | Price | Includes |
|---|---|---|
| Hosting Plan | $50 per month | Hosting, domain renewal, email sending, daily backups, and security and software updates. Changes and new work are quoted separately. |
| Care Plan | $150 per month | Everything in the Hosting Plan, plus priority support with replies the same business day. |
Client starts a Plan from the client portal, which shows the price and these terms before Client agrees. A Plan is billed monthly in advance by emailed invoice, which continues each month until Client cancels: about 7 days before each month begins, LucentOps emails an invoice for that month, payable by Zelle, Venmo or PayPal using the reference on the invoice. No card or bank account is kept on file, and nothing is charged automatically. The price of an invoice is the Plan price when the Plan was started or last switched; LucentOps will give at least 30 days' notice by email before changing the price of an active Plan, and Client may cancel before the change takes effect. Client may switch between Plans from the client portal, effective from the next invoice. Client may cancel a Plan at any time from the client portal or by emailing contact@lucentops.co. Cancellation takes effect at the end of the month already paid (or, if no month has been paid, at the end of the Included Period), and partial months are not refunded.
If an invoice is unpaid 3 days after its due date, LucentOps sends a reminder. If it is still unpaid 14 days after its due date, or if no Plan is active 7 days after the Included Period ends, LucentOps may take the Site offline after at least 7 days' notice by email. Paying the open invoice brings the Site back online, and time spent offline is not billed. If the invoice remains unpaid, LucentOps may cancel the Plan, which ends hosting, and Section 18 applies.
LucentOps will fix, at no charge, defects in the work it built that Client reports within 30 days of Launch. Requests reported after 30 days, or requests for new features or changes rather than defects, will be quoted separately.
13. Confidentiality
Each party will keep the other's confidential information — including Client's uploaded files, business information, and communications — confidential, and will use it only to perform this Agreement, except as needed to work with the subprocessors described in LucentOps's Privacy Policy or as required by law.
14. Portfolio
LucentOps will display Client's site in its portfolio, case studies, or marketing only with Client's prior written permission.
15. Warranties & Disclaimers
LucentOps will perform the Services in a professional and workmanlike manner. EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICES AND THE SITE ARE PROVIDED "AS IS," WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LucentOps does not warrant that the Site will be error-free, uninterrupted, or that it will result in any particular sales, approval by any payment processor, or compliance with any law.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LUCENTOPS'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES CLIENT ACTUALLY PAID UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE CLAIM AROSE.
17. Indemnification
Client will indemnify, defend, and hold harmless LucentOps from any claim, loss, liability, or expense (including reasonable attorneys' fees) arising out of: Client's products; Client's content, claims, or data; Client's business practices; or Client's noncompliance with any law or regulation.
18. Term & Termination
This Agreement begins when Client accepts it. It continues through completion of the build under Section 9 and, after Launch, for as long as LucentOps hosts the Site, during the Included Period and while a Plan is active.
- Either party may terminate for the other's material breach, if the breach is not cured within 10 days of written notice.
- Before Launch, Client may terminate for convenience at any time; any refund due is governed by the refund terms in Section 4 and restated in LucentOps's Refund & Cancellation Policy.
- After Launch, Client may end hosting at any time by cancelling its Plan under Section 12.
- When hosting ends for any reason, LucentOps will, within 30 days: transfer Client's domain to Client or to a registrar account Client names; deliver an export of Client's products, orders and customer records; and deliver the images, copy and design files created for the Site. The Engine is not delivered, and Client's license to use it ends when hosting ends. Any amounts Client still owes remain due. LucentOps may delete Client's data from its systems 60 days after delivering the export.
- If the Project ends before Launch, LucentOps will deliver the work product for stages already paid for.
- Sections 6, 7, 10, 13, 15, 16, 17 and 21 survive the end of this Agreement.
19. Independent Contractor
LucentOps is an independent contractor, not Client's employee, partner, or joint venturer. Nothing in this Agreement creates an agency, partnership, or employment relationship between the parties.
20. Electronic Signatures & Records
Client agrees to conduct this transaction electronically. Client's acceptance of this Agreement is recorded with Client's name, email, the timestamp of acceptance, IP address, browser user agent, and a SHA-256 hash of the version of this Agreement accepted. Client consents to the use of electronic records and electronic signatures for this Agreement under the federal E-SIGN Act and, where applicable, the Uniform Electronic Transactions Act (UETA), and agrees that this electronic acceptance is as binding as a handwritten signature.
21. Governing Law & Disputes
This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. Before filing a claim, both parties agree to try in good faith to resolve any dispute by direct negotiation for at least 30 days.
If a dispute is not resolved by that negotiation, the exclusive venue for any lawsuit is the state or federal courts serving Cache County, Utah. Either party may instead bring a claim within the jurisdictional limit of the small claims court there.
22. Notices
Notices under this Agreement must be sent by email to the addresses on file for each party — for LucentOps, contact@lucentops.co, and for Client, the email address provided at checkout or in the client portal. Notice is considered given when sent, unless the sender receives a delivery failure.
23. Entire Agreement, Severability, Assignment, Force Majeure
This Agreement, together with any order or invoice it references, is the entire agreement between the parties regarding the Project and supersedes any earlier discussions or proposals. If any provision is found unenforceable, the rest of the Agreement remains in effect. Client may not assign this Agreement without LucentOps's written consent. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disaster, war, internet or utility outage, or failure of a third-party service provider.
24. Changes
LucentOps may update the form of this Agreement over time. A new version applies only to projects that accept it after the new version takes effect; it does not change the terms of a Project already underway under an earlier version, except that Plan prices may change on notice under Section 12.