Terms of Service

Who we are

This website, malvin.io, and the product design services described on it are operated and provided by Vinrock LLC, a Texas limited liability company ("Vinrock," "we," "us," or "our"). Malvin Yeung is the founder of Vinrock and leads its design work. When you hire Malvin for a project, your contract is with Vinrock LLC.

These Terms of Service ("Terms") have two parts. The website terms apply to anyone who visits this site. The service terms apply to every client engagement, together with the proposal, statement of work, or agreement for that project.

Questions about these Terms can be sent to bitvinny@gmail.com.

Using this website

By visiting this site you agree to the website terms in this section. If you do not agree, please do not use the site.

• Information only. Content on this site describes past work and available services. It is not an offer that becomes a contract when accepted. A project starts only after a written proposal or agreement is signed.
• Portfolio content. Case studies show work created for, or in collaboration with, past employers and clients. Company names, product names, logos, and trademarks belong to their owners and appear only to describe that work. Their appearance does not mean those companies sponsor or endorse Vinrock. Metrics describe product scale or outcomes at the time and are not a promise of future results.
• Our content. Unless stated otherwise, the text, design, layout, images, and code of this site belong to Vinrock or its licensors. You may view and share links to the site. Do not copy, republish, sell, or use the content to train models without written permission.
• Acceptable use. Do not attempt to break, overload, scrape at scale, or gain unauthorized access to the site, and do not use it for any unlawful purpose.
• Third-party links and embeds. The site links to and embeds content from third parties, such as Figma prototypes, the App Store, and other websites. We do not control those services and are not responsible for their content or practices.
• No warranty. The site is provided "as is" and "as available." We do our best to keep it accurate and online but do not promise it will always be available, complete, or error-free.

How engagements work

The terms in this section and the sections that follow apply to all product design, UX audit, prototyping, design system, consulting, and fractional design services provided by Vinrock ("Services") to a business or individual client ("Client").

Order of precedence

Each project is defined in a written proposal, statement of work, or agreement (each a "Statement of Work" or "SOW"). If a signed SOW or a separate signed agreement conflicts with these Terms, the signed document controls for that project. Otherwise these Terms apply.

Proposals and start of work

• Proposals and estimates are valid for 30 days unless they say otherwise.
• Each SOW describes the scope, deliverables, timeline, fees, payment schedule, and number of revision rounds.
• Work is scheduled once the SOW is accepted in writing (an email confirmation or electronic signature is enough) and any required deposit is received.
• Timelines are estimates based on the agreed scope and on Client providing feedback and materials on time.

Fees, deposits & payment

• Fees. Fees are set out in the SOW and may be fixed-price, hourly, daily, or a monthly retainer. All amounts are in US dollars unless stated otherwise.
• Deposits. Fixed-price projects usually require a deposit before work begins, as stated in the SOW. The deposit reserves time in the schedule and is non-refundable once work has started, except where the law requires otherwise.
• Invoices. Invoices are due within 15 days of the invoice date unless the SOW states different terms. Payment is accepted by the methods listed on the invoice.
• Retainers and fractional work. Monthly retainers are invoiced in advance. Unused hours do not roll over to the next month unless the SOW says they do.
• Expenses. Pre-approved expenses, such as paid fonts, stock assets, software seats, research incentives, or travel, are billed at cost.
• Taxes and fees. Fees do not include taxes. Client is responsible for any sales, use, or similar taxes and for its own bank, wire, and transfer fees. Vinrock is responsible for taxes on its own income.
• Late payments. If an invoice is more than 10 days overdue, Vinrock may pause work until the account is current, and the timeline will move accordingly. Overdue balances may accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower. Client agrees to pay reasonable costs of collecting overdue amounts.
• Disputed invoices. Please raise any question about an invoice in writing within 10 days of receiving it, and pay any undisputed portion on time.

Scope, revisions & approvals

• Revisions. Each SOW lists the number of revision rounds included. Unless it says otherwise, each deliverable includes two rounds of consolidated feedback. Additional rounds are billed at the hourly rate in the SOW.
• Changes in scope. New features, screens, platforms, or deliverables that are not in the SOW are a change in scope. Vinrock will confirm the effect on fees and timing in writing (email is fine) before doing the extra work.
• Approvals. Client approves deliverables in writing. If Client does not give feedback or approval within 5 business days of delivery, the deliverable is treated as approved so the project can keep moving.
• Pauses. If a project is paused at Client's request, or because Client has not responded for more than 10 business days, Vinrock may reschedule the remaining work to the next available opening and invoice for work completed to date.

Client responsibilities

To keep the project on time and on budget, Client agrees to:

• Name one decision maker who can give consolidated feedback and approvals.
• Provide timely access to the people, product, research, data, brand assets, accounts, and tools the work needs.
• Make sure it has the right to share any materials it provides, including content, images, fonts, data, and code, and that sharing them does not violate any law or third-party right.
• Avoid sharing personal data of its own users unless the work requires it, and if it does, share only the minimum needed and tell Vinrock in advance.
• Review final designs, copy, and flows for legal, regulatory, and compliance requirements before launch. This includes financial, payments, securities, crypto, consumer protection, privacy, and accessibility rules that apply to Client's product.
• Handle implementation, engineering, quality assurance, security testing, and app store submissions, unless the SOW includes them.

Ownership & intellectual property

Final deliverables

When Client has paid all fees due under the SOW, Vinrock assigns to Client all of its rights, title, and interest in the final deliverables created specifically for Client and accepted by Client. Until then, Client receives a limited license to review the work and use it internally for the project.

What Vinrock keeps

Vinrock keeps ownership of its pre-existing and general materials, including methods, frameworks, templates, components, code snippets, know-how, and tools developed before or independently of the project ("Vinrock Materials"). If any Vinrock Materials are included in a final deliverable, Client receives a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of that deliverable.

Drafts, concepts, and directions that Client did not select remain owned by Vinrock unless the SOW states otherwise.

Third-party assets

Deliverables may include third-party fonts, icons, stock images, libraries, or open-source code. These are governed by their own licenses. Vinrock will flag any license Client needs to buy or maintain.

Client materials

Client keeps all rights to its own materials, brand, data, and products. Client grants Vinrock a license to use those materials only to perform the Services.

Tools & AI-assisted work

Vinrock uses professional design, prototyping, and productivity software, which may include AI-assisted tools for research synthesis, writing, image generation, prototyping, and code. Every deliverable is directed, reviewed, and finalized by a person.

• Vinrock will not put Client's confidential information into any tool that uses that information to train models available to others, unless Client agrees in writing.
• If Client does not want AI-assisted tools used on its project, or requires specific tools, it should say so in the SOW.
• Content generated largely by AI tools may have limited copyright protection under current law. Vinrock assigns whatever rights it has in that content to Client as described above.

Portfolio & publicity

Unless the SOW or a non-disclosure agreement says otherwise, Vinrock may show work it created for Client in its portfolio, case studies, talks, and proposals after that work is publicly released. Vinrock will not disclose Client's confidential information in doing so. Client may ask at any time for portfolio work to be removed, delayed, or anonymized, and Vinrock will make reasonable efforts to do so. Neither party will state that the other endorses it without written permission.

Confidentiality

Each party may share non-public business, product, technical, financial, or user information with the other ("Confidential Information"). The receiving party will use it only for the project, protect it with reasonable care, and share it only with people who need to know it and are bound by similar duties.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is received lawfully from someone else, or is developed independently. A party may disclose Confidential Information if required by law, after giving notice where allowed.

These duties last during the engagement and for 3 years after it ends, and for trade secrets as long as they remain trade secrets. At the end of the engagement, or on request, Vinrock will return or delete Client's Confidential Information, except for copies it must keep for legal, tax, or accounting reasons. Vinrock is happy to sign a Client's reasonable non-disclosure agreement, which will control if it conflicts with this section.

Independent contractor

• Vinrock is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. Vinrock decides how, when, and where the work is performed, within the agreed scope and timeline.
• Vinrock is responsible for its own taxes, insurance, equipment, and benefits.
• Vinrock may work for other clients, including clients in the same industry, as long as it does not use or disclose Client's Confidential Information.
• Vinrock may use qualified subcontractors with Client's approval. Vinrock remains responsible for their work and will bind them to confidentiality and ownership terms consistent with these Terms.

Warranties & disclaimers

Vinrock will perform the Services in a professional and workmanlike manner consistent with industry standards. To Vinrock's knowledge, original work it creates for Client will not infringe the intellectual property rights of others. If Client believes a deliverable does not meet the SOW, it should tell Vinrock in writing within 14 days of delivery, and Vinrock will correct it at no extra charge. That correction is Client's main remedy for non-conforming work.

No guaranteed outcomes. Design work aims at agreed goals, but results depend on many factors outside Vinrock's control. Vinrock does not guarantee any specific business result, including growth, conversion, revenue, retention, user adoption, funding, regulatory approval, or app store approval.

Not professional advice. Vinrock provides design services only. Nothing it provides is legal, financial, investment, tax, accounting, security, or regulatory compliance advice. Client should consult qualified professionals for those matters.

Except for the promises in this section, the Services and deliverables are provided "as is," and Vinrock disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

Limitation of liability

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunities, arising out of the Services or these Terms, even if advised of the possibility.

To the fullest extent permitted by law, Vinrock's total liability arising out of or relating to the Services or these Terms is limited to the fees Client actually paid to Vinrock under the applicable SOW in the 6 months before the event giving rise to the claim.

These limits do not apply to a party's breach of confidentiality, its indemnity obligations, Client's obligation to pay fees, or liability that cannot be limited by law.

Indemnification

Client will defend and indemnify Vinrock against third-party claims arising from (a) materials Client provides, (b) Client's product, launch, or implementation of the deliverables, including changes Client or others make to them, or (c) Client's violation of law or these Terms.

Vinrock will defend and indemnify Client against third-party claims that an original deliverable, as delivered by Vinrock and used as intended, infringes that third party's copyright. This does not cover Client materials, third-party assets, or deliverables that have been modified.

The party seeking protection must notify the other promptly, allow it to control the defense, and cooperate reasonably. No settlement that admits fault for the protected party may be made without its consent.

Cancellation & termination

• For convenience. Either party may end a project or retainer with 14 days' written notice, unless the SOW sets a different notice period.
• For breach. Either party may end a project immediately by written notice if the other materially breaches these Terms or the SOW and does not fix the breach within 10 days of being told about it.
• Payment on termination. Client pays for all work performed and approved expenses incurred through the termination date, plus any kill fee stated in the SOW. Deposits are non-refundable once work has started. Prepaid fees for work not yet performed will be refunded, minus amounts owed.
• Ownership on termination. Once Client has paid all amounts due, the ownership terms above apply to the deliverables completed and paid for through the termination date.
• What continues. Sections about payment, ownership, confidentiality, warranties and disclaimers, limitation of liability, indemnification, and governing law continue after the engagement ends.

Events outside our control

Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, illness, outages of major internet or software providers, government actions, or war. The affected party will tell the other promptly, and timelines will be adjusted. This does not excuse a delay in paying amounts already owed.

Governing law & disputes

These Terms and any engagement are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. If a dispute comes up, the parties will first try in good faith to resolve it by talking for at least 30 days after one party gives written notice. If that does not work, either party may bring a claim in the state or federal courts located in the State of Texas, and both parties consent to their jurisdiction. Either party may bring an eligible claim in small claims court, or seek urgent relief to protect its confidential information or intellectual property, at any time.

General terms

• Entire agreement. These Terms, together with the SOW and any signed agreement or NDA, are the full agreement for a project and replace earlier discussions about it.
• Changes to a project. Changes to an SOW must be in writing and accepted by both parties. Email is enough.
• Notices. Notices may be sent by email to the addresses each party uses for the project. Vinrock's notice address is bitvinny@gmail.com.
• Electronic signatures. Proposals and agreements may be accepted by email or electronic signature, which are as binding as handwritten signatures.
• Assignment. Neither party may transfer its rights or duties without the other's written consent, except to a successor in a merger or sale of substantially all of its business.
• Severability and waiver. If any part of these Terms is found unenforceable, the rest stays in effect. Not enforcing a term is not a waiver of it.

Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on this page with a new "Last updated" date. Changes apply to engagements whose SOW is signed after the update. The terms in place when an SOW is signed continue to apply to that SOW unless both parties agree otherwise.

Contact

Vinrock LLC
A Texas limited liability company
Email: bitvinny@gmail.com
Website: malvin.io