Master Services Agreement

Recitals

WHEREAS, Coriolis specializes in compliant ecommerce solutions for Federal Firearms License (FFL) holders, including WooCommerce website setup, managed hosting, firearms dropshipping integrations, serialized inventory management, and email marketing;

WHEREAS, Client desires to engage Coriolis to provide these services on a month-to-month basis without long-term commitments; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision and use of such services;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Definitions

1.1 “Services” means the one-time Setup Services and the ongoing Managed Hosting & Support Services described on CoriolisAgency.com and in Section 2.

1.2 “FFL” means a valid Federal Firearms License issued by the Bureau of Alcohol, Tobacco, Firearms and Explosives.

1.3 “Setup Fee” means the one-time non-refundable fee for Basic Setup ($500) or Retail Setup ($2,500).

1.4 “Monthly Fee” means the recurring hosting fee selected by Client (Minute Man $169/mo through FFL Accelerator $569/mo).

1.5 “Client Data” means any data, content, materials, or information uploaded, transmitted, or stored by Client through the Services.

1.6 “Security Incident” means any unauthorized access to, acquisition, disclosure, alteration, or loss of Client Data.

2. Services

2.1 One-Time Setup Services. Client shall pay the Setup Fee via Stripe prior to commencement of work.

2.2 Ongoing Managed Hosting & Support. Services include professionally managed hosting, security updates, uptime monitoring, and customer support. We provide guidance on distributor accounts and API integrations but do not establish distributor relationships or obtain licenses on Client’s behalf.

2.3 Ownership. Upon completion of Setup Services, Client receives full ownership of the WooCommerce site files and database (exportable at any time). Coriolis retains all rights to its pre-existing proprietary plugins, know-how, custom code improvements, and any anonymized analytics.

2.4 Service Availability (SLA). Coriolis shall use commercially reasonable efforts to make the Services available 99.95% of the time in any calendar month (“Uptime Commitment”), excluding scheduled maintenance (with advance notice when practicable), force majeure events, Client-caused issues, or third-party failures beyond Coriolis’s reasonable control. If the Uptime Commitment is not met and Client submits a written claim within thirty (30) days after the end of the month, Client shall be entitled to a service credit of 5% of the applicable monthly Fees for each full hour of downtime in excess of the 99.95% target. Maximum credit: 100% of the monthly Fees for the affected service. Credits must be requested via Support within 30 days, are non-transferable, non-refundable in cash, and cannot be carried over.

3. Term & Termination — No Long-Term Commitment

3.1 The Agreement begins on the Effective Date and continues on a month-to-month basis for hosting services.

3.2 Client may cancel at any time by (a) using the cancellation link in Stripe receipts or (b) emailing support@coriolisagency.com. Cancellation is effective at the end of the paid period.

3.3 A final pro-rated invoice, if applicable, will be issued and charged to the card on file.

3.4 Setup Fees are non-refundable once work has begun.

3.5 Coriolis may suspend or terminate the Services immediately for non-payment (after a 10-day grace period and notice), material breach, or if continued service would create legal or compliance risk for either party.

4. Fees & Payment

4.1 Setup Fees are due in full via Stripe before work begins.

4.2 Monthly Fees are billed in advance via Stripe.

4.3 Client is responsible for all applicable sales, use, or other taxes.

4.4 Coriolis may adjust Monthly Fees upon 60 days’ written notice.

5. Client Responsibilities & Compliance

Client represents and warrants that it is a federally licensed FFL holder in good standing and shall remain solely responsible for:

• (a) Full compliance with all ATF, state, and federal firearms laws, including bound-book maintenance, transfers, age verification, and prohibited-person screening;
• (b) Obtaining and maintaining all distributor accounts, POS licenses (e.g., AIM), and required API keys;
• (c) Accuracy of product data, pricing, inventory, and shipping compliance; and
• (d) End-customer data privacy and PCI-DSS compliance.

Coriolis provides tools that support compliant workflows, but these tools do not relieve Client of its legal obligations as the licensed dealer.

6. Representations, Warranties & Disclaimers

6.1 Coriolis warrants that Services will be performed in a professional manner consistent with industry standards.

6.2 EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED “AS IS.” CORIOLIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.3 Coriolis is not liable for any ATF audit outcomes, license issues, or business losses arising from Client’s use of the Services.

7. Limitation of Liability

In no event shall Coriolis’s aggregate liability exceed the total fees paid by Client in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive, or lost-profits damages.

8. Intellectual Property

Client owns all content and data uploaded to the site. Coriolis owns its pre-existing intellectual property and grants Client a limited, revocable license to use proprietary plugins during the term. Upon termination, Client retains its site ownership; Coriolis may retain anonymized data for service improvement.

9. Confidentiality & Data Security

Each party will maintain the other’s confidential information in confidence and use industry-standard security measures. Client grants Coriolis a limited license to access data solely as necessary to deliver the Services.

Coriolis shall implement and maintain commercially reasonable technical and organizational measures to protect Client Data. In the event of a Security Incident affecting Client Data, Coriolis will notify Client as soon as practicable and no later than seventy-two (72) hours after becoming aware of the incident (to the extent permitted by law). Client remains solely responsible for PCI-DSS compliance and all privacy obligations related to its customers’ data.

10. Indemnification

Client shall indemnify, defend, and hold harmless Coriolis against any claims arising from Client’s FFL operations, product listings, or breach of Section 5. Coriolis shall indemnify Client against claims that the Services infringe third-party intellectual property rights (subject to standard carve-outs).

11. Governing Law & Dispute Resolution

This Agreement is governed by South Carolina law without regard to conflict-of-laws principles. Venue for any action shall be exclusively in Greenville County, South Carolina. Parties agree to first attempt good-faith negotiation before litigation.

12. Miscellaneous

12.1 This Agreement constitutes the entire understanding and supersedes all prior agreements. Amendments may be made in writing or by posting an updated version on CoriolisAgency.com with 30 days’ notice.

12.2 Force majeure events excuse performance.

12.3 Coriolis may assign this Agreement (e.g., in connection with a sale of the business); Client may not assign without prior written consent.

12.4 If any provision is held invalid, the remainder remains enforceable.

12.5 Electronic acceptance (payment via Stripe, checkbox during onboarding, or continued use of the Services) is binding and equivalent to a handwritten signature.

12.6 Independent Contractor. The parties intend to create an independent contractor relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

12.7 Notices. All legal notices must be in writing and sent to legal@coriolisagency.com for Coriolis and to Client’s account email for Client. Notices are deemed received 24 hours after email transmission (if no bounce-back is received).

12.8 Survival. Sections 7 (Limitation of Liability), 8 (Intellectual Property), 9 (Confidentiality & Data Security), 10 (Indemnification), 11 (Governing Law), 12.6, and any provisions that by their nature should survive termination shall survive expiration or termination of this Agreement.