BearPlex
Technologies Inc.
(“BearPlex,” “we”)
651 N Broad St, Suite 206
Middletown, DE 19709, U.S.A.
hello@bearplex.com
Solana Bridal
(the “Client,” “you”), represented by
Sherene Obeid, Owner
515 N Sycamore St, Suite 400
Santa Ana, CA 92701, U.S.A.
This is a proposed direct agreement between BearPlex Technologies Inc. and Solana Bridal, represented by Sherene Obeid. BearPlex is a registered U.S. company; a completed IRS Form W-9 is available on request. This revised draft describes the retained Shopify and BridalLive setup and adds delivery, approval, cost and ownership safeguards. It takes effect only when signed by both parties.
Your monthly plan
- USD 900 per month. Six months, paid monthly. USD 5,400 in scheduled initial-term fees.
- The website build, SEO, AEO and agreed hosting setup are included. Existing Shopify, BridalLive and domain fees remain separate.
Your approval checkpoints
- Agree the scope and delivery dates, then approve the design, staging website and launch.
- No automatic two-day launch promise. No approval inferred from silence.
Your ownership
- Your own accounts and GitHub repository, with owner access from the start.
- Shopify and BridalLive remain in place. Changes affecting them need written approval.
Your delivery protection
- A 14-calendar-day remedy period for material failure to deliver, then an exit without remaining-term fees if unresolved.
- A complete handover within 10 business days. Other early exits retain the stated six-month fee condition.
Services & delivery
A. Your website, built once
- A custom Next.js website for solanabridal.com, using your gowns, photographs and approved words. It includes a page for each gown, a Book a visit action, a booking journey through the agreed appointment system, search and favourites, and pages for modest, plus size, pre-loved, sample sale, under $2,000 and agreed nearby cities.
- BridalLive remains your inventory system. The agreed integration reads gown details, sizes, prices and stock from BridalLive. Before implementation, we document the source of truth for each field, sync frequency, Shopify product/variant mapping and what happens when a gown is sold or the connection is unavailable. BearPlex does not write back to BridalLive or promise instant availability without a tested integration.
- Shopify continues to handle checkout, payments, shipping, pickup and orders. Your existing store remains available during development. Any proposed move to shop.solanabridal.com, domain change or checkout configuration change is explained and approved by you in writing before it happens. Neither Shopify nor BridalLive is cancelled or replaced under this Agreement.
- A CMS under your own hosting accounts lets you or anyone you choose manage words, photographs, pages, hours and promotional content. Gowns arrive through the agreed BridalLive integration. Online-sale controls follow the documented Shopify mapping and availability rules; they do not change BridalLive inventory.
- We check and correct your hours, main phone number and address across the website, Google, Yelp, WeddingWire and The Knot, subject to the access and verification each platform requires.
- We deliver a baseline report before your second monthly payment, covering available search, website, booking and listing data. If historical data or a platform is unavailable, the report states that clearly.
- You receive a CMS walkthrough, a recording and a short guide covering everyday edits, account access and how to request support.
B. Search, AEO & care, every month
- SEO: keyword and competitor research, technical checks, page improvements, relevant local and collection pages, and useful articles. We agree the month's priorities and deliverables in writing, and show what was completed in the report.
- AEO: clear answers to real bridal questions, useful FAQs and service/collection content, relevant structured data where appropriate, and checks of how the business is represented in agreed AI-assisted searches. We distinguish observed mentions from estimates. AEO does not include a guarantee of AI citations, placement, traffic or bookings.
- One post on your Google listing each week, with Google, Yelp, WeddingWire and The Knot kept accurate where account access allows.
- Google and Yelp review replies are drafted for your approval and posted only after you approve them. Brand claims, new campaigns and substantive new content are also submitted for approval before publication.
- Routine content changes are unlimited within the agreed website: gowns, designers, photos, prices, hours and promotional pages. Send requests by email or WhatsApp. We acknowledge them the same business day, give a completion estimate and keep you updated. New functionality and integrations are outside routine content changes.
- Security updates, hosting upkeep, daily backups of the website's CMS/database and versioned website code. We test restoration before launch and at least quarterly thereafter. Backups are stored securely under the approved setup, with access limited to authorised people.
- A monthly report and one review call. The report is delivered within 10 business days of month end unless we agree another reporting date. It shows completed work, outstanding items, comparisons with the previous period and priorities for the next month.
- Reporting uses your own Google Search Console and Google Analytics where those tools provide the metric. Appointment requests, confirmed appointments and purchases are reported separately using the available source systems. A form submission is not described as a confirmed appointment. Missing data, attribution limits and AI-search observations are identified clearly.
C. Delivery checkpoints & launch approval
- Within five business days of receiving the first payment and the required initial access, BearPlex provides a written delivery plan with milestone dates, dependencies and the acceptance checklist. Both parties agree that plan in writing. The website build is included in the monthly fee; the plan does not introduce a separate build charge.
- Checkpoint 1: confirm the page list, booking journey, integration responsibilities and account/hosting setup. Checkpoint 2: review and approve the design direction. Checkpoint 3: review a working staging website, CMS and integrations. Checkpoint 4: complete launch checks, receive your written launch approval and provide training and handover materials.
- Before launch, we test the agreed gown/size/price/availability mapping, Shopify purchase links, appointment journey, CMS editing, owner access, mobile layout, key forms, tracking and backup restoration. You receive the checklist, test results and any known limitations. A material failure in an agreed launch requirement is corrected before launch unless you explicitly agree otherwise in writing.
- There is no automatic two-business-day launch promise. The launch date is the date agreed in the delivery plan, subject to the documented dependencies and your written approval. If we foresee a delay, we tell you promptly, explain the cause and agree a revised plan; a date does not change solely because BearPlex says so.
- Your feedback on the agreed scope is included. Scope changes are described with their effect on price and timing and proceed only after written agreement. Your own CMS edits do not require BearPlex approval.
Not included, and quoted separately only if you request and approve it in writing: new features or integrations beyond this scope, paid advertising, photography, Blender/3D production, and work on systems other than those named here. No additional charge is authorised by this Agreement alone.
Fees, hosting & billing
USD 900 per month for the services in Section 1, including the website build. The initial commitment is six months, totalling USD 5,400 in scheduled fees, paid month by month. This is a six-month service commitment, not a free trial or a cancel-anytime offer.
- The first month is invoiced on signing and work begins on payment. Each following month is invoiced on the same day of the month. Nothing is paid more than one month in advance.
- Invoices are in US Dollars, with a secure online payment link, due within seven days. If an invoice is more than 14 days overdue, we may pause monthly work until payment. BearPlex will not disable your website, withhold your code or owner accounts, or revoke your access as a collection measure. Third-party services remain subject to their own provider terms.
- Your existing Shopify, BridalLive and domain fees remain your responsibility and are outside the USD 900 fee. Advertising, paid third-party apps and additional services require a written quote and your approval before purchase.
- Hosting for the approved initial website, CMS, database and backup setup is included while the monthly plan is active. Before setup, we document the providers, recurring costs and billing arrangement. If an included provider bill is paid directly by you, BearPlex credits that approved hosting cost against its monthly invoice so you do not pay it twice. Capacity upgrades or new paid services require your written approval.
- After the service plan ends, you pay the recurring provider costs for the accounts you keep. We provide the account list, current costs and transfer/payment instructions as part of handover. Your ownership does not depend on continuing to pay BearPlex.
Results & accountability
Search rankings, visitors, AI-search mentions, bookings and sales depend on factors outside BearPlex's control, including search-engine changes, competitors and seasonality. We do not guarantee specific rankings, AI citations, appointments or sales. We do commit to the agreed work, delivery checkpoints, honest reporting and the remedies in Section 5. A lack of a particular ranking is different from failing to perform the contracted work.
What we need from you
- The developer or collaborator access needed for BridalLive, Shopify, domain settings, listings and Google tools. You retain owner logins, recovery email addresses and two-step verification. We guide you through invitations and use the access you grant, rather than asking to own your accounts.
- Correct prices, contact information, brand materials, photographs and words you have permission to use. You review proposed content, integration rules and changes affecting your business.
- Feedback and approvals by email or WhatsApp within five business days where reasonably possible, including written approval before launch. If an input or approval is delayed, we identify the affected milestone and agree the revised date with you. Silence does not approve a design, domain move, launch, purchase or extra charge.
- Business days mean Monday to Friday, excluding U.S. federal holidays. Client-facing deadlines use Pacific Time unless both parties agree otherwise in writing.
Term, remedies & ending
- The Agreement starts on the date of the last signature, for an initial six-month term, then continues month to month. After the initial term, either party may end it with 30 days' written notice; fees and services continue through that notice period.
- If you choose to end before the initial term expires for a reason other than BearPlex's unresolved material breach described below, the fees for the remaining months of that initial term become due, and nothing more. There is no separate website buyout fee. This condition is stated upfront so the six-month commitment is clear.
- If BearPlex materially fails to perform this Agreement, including an agreed delivery milestone, required ownership/access arrangements or ongoing contracted work, you may give written notice identifying the failure. BearPlex has 14 calendar days after receipt to remedy it, unless you approve a different remedy period in writing. If it remains unresolved, you may terminate in writing without the remaining initial-term fees or a notice-period fee. This right does not depend on achieving a particular search ranking or sales result.
- For termination because of BearPlex's unresolved material breach, BearPlex refunds prepaid fees attributable to services not delivered within 14 calendar days of termination. Fees for completed services remain payable. Any disputed amount is addressed under Section 9; a dispute does not entitle BearPlex to withhold your property or owner access.
- BearPlex may end early for non-payment only if an invoice remains unpaid for 30 days after a written reminder. For another material Client breach, BearPlex must give written notice and 14 calendar days to remedy it before ending. The ordinary remaining-term fee condition is not triggered by BearPlex choosing to terminate for a reason other than Client non-payment.
- On ending for any reason, BearPlex completes handover within 10 business days, removes its own access when the handover is complete or earlier at your request, and confirms this in writing. Your website, code, content, data and owner accounts remain yours. Section 6 governs the return or deletion of confidential information.
Confidentiality & data protection
This section is mutual: each party is bound to the other in the same way.
Confidential Information means all non-public information one party makes available to the other in connection with this Agreement, in any form, including by giving access to a system. For you it includes your gown inventory, cost prices, margins, supplier and designer terms, anything in BridalLive or Shopify, your brides’ and customers’ names, contact details, appointments and purchases, your sales and financial figures, business plans, and all logins and access. For BearPlex it includes its methods, tools and pricing with other clients. The terms of this Agreement are confidential to both parties.
Use. Confidential Information is used only to perform this Agreement and for nothing else. BearPlex will not use your information for any other client, for marketing, for sale, or to train any software or model.
Disclosure. Neither party discloses the other’s Confidential Information to anyone except its own team members who need it for this work and are bound in writing by obligations at least as strict as these; each party is responsible for its team. BearPlex will not subcontract any part of the work or give any outside person access to your information or accounts without your prior written consent.
Care. Each party protects the other’s Confidential Information with at least reasonable care: access limited to named people, two-step verification wherever an account offers it, and no passwords sent over unsecured channels. Each party tells the other within 72 hours of becoming aware of any unauthorised access to or loss of the other’s information, and cooperates to put it right.
Your brides’ and customers’ personal information is handled by BearPlex only on your instructions, only as needed for the website and its bookings, and in line with applicable U.S. and California privacy law. BearPlex does not sell, share or use it for its own purposes and does not contact your brides or customers except as part of the services you ask for.
Exclusions. Information that is or becomes public through no fault of the receiving party, that it already lawfully held, that it lawfully receives from someone else without a duty of confidence, or that it develops independently without using the other’s information. A party may disclose what a law or court order requires, after giving the other prompt notice where legally permitted.
Your staff and brides. During this Agreement and for one year after it ends, BearPlex will not approach your staff with offers of work and will not contact your brides or customers for any purpose of its own.
Showing our work. BearPlex may name Solana Bridal as a client and show the public website in its portfolio only with your prior written consent, and will never publish figures, data or internal information about your business.
Return and deletion. When this Agreement ends, or earlier on request, BearPlex returns or securely deletes all your Confidential Information within 14 days, removes its own access, and confirms this in writing, keeping only what the law requires.
Duration and remedies. This Section 6 continues for three years after this Agreement ends, and for trade secrets and personal information for as long as the law protects them. A breach could cause harm that money cannot repair, so the injured party may seek an injunction or other equitable relief in addition to any other remedy.
6.11 Account access and safeguards. BearPlex keeps an access register of the people and services with access to Client systems, provides it on request, and promptly removes access that is no longer needed. Access is limited to the permissions required for the agreed task. Sensitive information is protected in transit and at rest using the approved platform's supported safeguards. Customer information is not placed in public previews, logs or training datasets.
6.12 Approved service providers. Before adding a hosting, analytics, communications or other service that will process Client information, BearPlex identifies its purpose, data access and cost and obtains your written approval. Technical platform providers approved for the website are distinct from subcontractors performing the work; the approval requirements in Section 6.3 still apply to subcontracting.
6.13 Hosting location. The primary website, CMS and database use the U.S. hosting regions agreed in the setup plan. We disclose provider services or team access that may involve processing elsewhere before granting that access. This is not a claim that every third-party processor or support service operates exclusively in the United States.
Custody, ownership & handover
- Your accounts from the start. The domain, hosting, CMS, database, Google Search Console, Google Analytics and listings are held in accounts in your name. You keep owner access, billing visibility and recovery controls. Existing accounts remain yours; new accounts are created for you through invitations you accept. BearPlex uses named collaborator access that you can revoke at any time.
- Your code from the start. We establish a GitHub repository in your own account when development begins and place project code there as it is developed. You can see and obtain the work throughout the engagement. Your bespoke website design and code are assigned to you as they are created, independently of whether the relationship continues.
- Your existing systems remain yours. BearPlex receives only the access you grant to Shopify and BridalLive. Replacing either system would be a separate project requiring a dedicated scope and your written approval.
- Your content, photographs, words, gown data, customer data and accounts remain your property. BearPlex does not acquire ownership of them and does not use account ownership or code delivery to secure payment.
- BearPlex retains its general tools, templates and know-how that are not specific to you. You receive a perpetual, royalty-free licence to use any incorporated into your website. Third-party software licences remain subject to their stated terms; we identify any required paid licences before you approve them. No bespoke part of your site requires an undisclosed BearPlex-only service to keep working.
- Handover includes the current code, permitted database/content exports, deployment and recovery instructions, the integration and provider account list, current recurring costs, required third-party licences, and the CMS guide/training recording. We document anything that remains dependent on a third-party API or platform. The handover deadline is 10 business days after ending, as stated in Section 5.
Liability
Neither party is liable to the other for indirect or consequential loss, including lost profits. Except for breaches of Section 6 and for a party’s wilful misconduct, each party’s total liability under this Agreement is limited to the fees paid by the Client in the six months before the claim arose.
General
- When signed by both parties, this revised document is the entire agreement on its subject. It replaces the earlier draft and conflicting statements in the proposal, including any suggestion that Shopify will be cancelled or that launch is automatically due within two business days.
- Changes to the scope, fee, milestone dates or terms require both parties' written agreement; email counts as writing. Viewing this webpage, a verbal discussion or silence does not constitute signing or approval.
- Neither party may assign this Agreement without the other's written consent. If a clause is found unenforceable, the rest remains in force. Neither party is liable for a delay caused by events outside its reasonable control if it promptly notifies the other, explains the affected work and resumes as soon as it can.
- Notices go to hello@bearplex.com and the Client's email supplied at signing. This Agreement may be signed electronically and in counterparts. Formal signatures are handled separately from this review page.
- This Agreement is governed by the laws of the State of California. A dispute first goes to good-faith discussion between the parties and, if unresolved, to the courts of Orange County, California.
Signatures
This revised draft is unsigned. The details below identify who would sign after both parties approve the final terms; this review page does not collect acceptance or signatures.
BearPlex Technologies Inc.
- Name
- Hamad Pervaiz
- Title
- Founder & CEO
- Signature
- Not signed
- Date
- Not dated
Solana Bridal
- Name
- Sherene Obeid
- Title
- Owner
- Email for notices
- To be provided at signing
- Signature
- Not signed
- Date
- Not dated
Revised discussion draft dated 8 October 2026, based on the agreement prepared 2 October 2026. The previous PDF is available for comparison and does not contain the new safeguards on this page. The agreed final document must reflect the approved revisions before signing.
BearPlex, Odus Group, and Odus Studio are trademarks and/or service marks of BearPlex.