Vix Media Group, LLC. MSA Terms and Conditions
By entering into this Master Service Agreement (MSA), the Client agrees to the terms and conditions outlined herein. This document includes general terms applicable to all services provided by Vix Media Group, LLC (VMG) as well as specific details outlined in the attached Statement of Work (SOW).
Terms last updated on October 22, 2024 and all active clients have been notified.
1. Updates and Amendments
VMG reserves the right to update or modify the terms and conditions as necessary, with reasonable notice provided to the Client. Such changes will be communicated to ensure minimal disruption to the ongoing services and projects.
2. Payment and Review
Please review the attached Appendices carefully: Appendix A of your individual agreement contains the payment schedule and Appendix B details the Statement of Work. All invoices are to be settled according to the payment terms specified, with any objections to invoiced amounts raised within the prescribed timeframe.
3. Payment and Invoicing:
The Client agrees to pay VMG according to the rates specified in Appendix A within seven (7) days of receiving an invoice at the beginning of each month as outlined in this Agreement.
Late payments will incur a 1.5% monthly late fee on the outstanding balance, and services may be suspended until payment is received.
If the Client does not dispute the invoice amounts in writing within two (2) days of the billing date, the invoices will be considered accurate and payable. VMG reserves the right to withhold final deliverables until full payment is made.
4. Term, Renewal, Cancellation, and Retainers:
The initial term of this Agreement shall commence on the Effective Date and continue for fourteen months (14) months ("Initial Term"). The Agreement will automatically renew for an additional 12-month term ("Renewal Term") unless either party provides written notice of intent not to renew at least fifteen (15) days prior to the end of the Initial Term or any Renewal Term. Should either party choose to terminate the Agreement, written notice must be provided under the termination clauses detailed below.
Cancellation and Termination: Please know that we offer a sixty (60) day opt-out at any time during the length of the agreement. In the event that you wish to wrap up services early, we ask that you provide written notice via email to hello@vixmg.com so we can discuss initiatives that are in progress and solidify the last day of services. Upon the launch date stated in this agreement, FCRC may only cancel for the term following 60 days after the cancellation notice is provided. VMG will have ten (10) business days to confirm receipt of any campaign notice from the client. VMG’s failure to confirm receipt will deem the client not responsible for paying for any invoices delivered after the 60 days have elapsed from the date of delivery of notice to cancel.
VMG’s retainer fees are based on the agreed-upon scope of services for the duration of the contract, including but not limited to paid advertising, SEO, content creation, and strategic oversight. In the event that any services are delayed, paused, or modified due to the Client’s failure to meet deliverables, provide necessary access, or cooperate as outlined in the onboarding process, VMG shall continue to bill and collect its retainer as scheduled.Client delays do not alter or invalidate the contract, nor will they affect the timeline for payment. If roadblocks caused by the Client prevent the initiation or completion of specific services, VMG reserves the right to reschedule or adjust the timing of services, but all retainer payments will remain due as per the agreed-upon schedule. This ensures that the contract timeline and payment terms are not impacted by factors beyond VMG control.
5. Indemnification:
All advertisements, including without limitation those for which VMG or a Site has provided creative services, are accepted and published on the Site(s) upon the representation by the Agency and Advertiser that they are authorized to publish the entire contents and subject matter thereof on the Site(s) and that such publication will not violate any law or infringe upon any right of any party. In consideration of the publication of the advertisements, the Advertiser and Agency will, jointly and severally, indemnify, defend, and hold VMG and the Site(s) harmless from and against any losses and expenses (including, without limitation, attorneys' fees) arising out of the publication of such advertisements on the Site(s), including, without limitation, those arising from claims or suits for defamation, copyright or trademark infringement, misappropriation, violation of the Lanham Act or rights of privacy or publicity, or from any claims now known or hereafter devised or created.
6. Miscellaneous Terms:
The laws of the State of [Texas] shall govern this Agreement. VMG and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in the state or federal courts sitting in [Texas], and the parties consent to the jurisdiction of such courts. Neither VMG nor any Site will be bound by any terms or conditions or any notice whatsoever appearing on order blanks, ad copy instructions, or Insertion Orders submitted by the Advertiser or Agency when such terms or conditions conflict with any provisions contained in the Agreement or VMG’s or the Site(s) published Rate Card.
7. Party Invalidity:
If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, for any reason, such invalidity, illegality, or unenforceability shall not affect the remaining portions. On the contrary, such remaining portions shall be fully severable, and this Agreement shall be construed and enforced, and such invalid, illegal, or unenforceable provisions shall be reformed by a court of competent jurisdiction to the extent necessary to be fully valid, legal, and enforceable.
8. Access and Cooperation:
The Client agrees to provide all necessary access, assets, information, and materials requested during the onboarding phase or throughout the duration of the project. Any delay or failure to provide these deliverables may result in corresponding delays in the project timeline and adjustments to the Statement of Work (SOW) at VMG discretion. Such delays shall not void or invalidate the contract, nor shall VMG be held liable for any missed deadlines, performance issues, or additional costs incurred as a result.
9. Performance Flexibility:
VMG will make all reasonable efforts to meet the agreed-upon performance metrics, such as delivering a set number of backlinks or completing specific deliverables within the timeline specified in the SOW. However, if in any given month the full scope of work (e.g., delivering 10 backlinks) is not met, VMG reserves the right to carry over any incomplete tasks or deliverables to future months without breaching the contract. Over-delivery in subsequent months will compensate for any shortfalls, ensuring the Client receives the full value agreed upon over the term of the contract.
10. Integration, Modification, and Waiver:
This Agreement is between the parties pertaining to the subject matter contained in it and superseded all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all of the parties. No waiver of any of the provisions of this Agreement shall be binding unless executed in writing by all of the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
11. Counterparts:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. The signature of any party to this Agreement may be delivered by fax or other electronic transmission, and such delivery of the signature of any party shall have the same force and effect as the delivery of the original signature of such party.
12. Attorney’s Fees:
If the Company takes legal action to enforce this Agreement, if successful judgment is rendered in its favor, it shall be entitled to all costs and fees, including reasonable attorney's fees. If the Client takes legal action to enforce this Agreement, if successful judgment is rendered in its favor, it shall be entitled to all costs and fees, including reasonable attorney’s fees.
13. Privacy and Data Protection:
The Client understands that VMG provides advertising services through various digital platforms, including Google, Meta, Tik Tok, X (formerly Twitter), and others. VMG operates within full privacy compliance, including adherence to regulations such as the CCPA. However, the Client acknowledges and agrees that VMG shall not be held liable for any privacy or data issues that may arise in the course of advertising their business. VMG does not collect or store any personally identifiable information, payment information, or purchase-level information. Any data collected is anonymized and used solely for enhancing VMG’s services and delivering improved media products on behalf of the Client. The Client agrees to indemnify and hold VMG harmless from any claims, damages, or liabilities arising from privacy or data issues related to the advertising services provided. Furthermore, VMG shall not be held liable for data breaches, cyber-attacks, or privacy violations originating from third-party platforms or caused by vulnerabilities inherent to the Client’s systems or data management practices.
14. Use of Deliverables:
VMG retains the right to reproduce, publish, and display the Deliverables in VMG’s portfolios and websites, and galleries, design periodicals, and other media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
15. Limitations of Liability:
VMG shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption, arising from or relating to the services provided under this Agreement, regardless of whether such damages were foreseeable or whether VMG had been advised of the possibility of such damages.
16. Force Majeure:
VMG shall not be liable for delays or failures in performance under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, pandemics, government restrictions, or failures of internet service providers or other third-party providers.
17. Disclaimer of Warranties::
VMG provides services on an ‘as is’ basis and makes no warranties, express or implied, regarding the outcomes or success of the services provided. While VMG will use commercially reasonable efforts to meet the agreed-upon objectives, it does not guarantee any specific results, including but not limited to rankings, conversions, or sales.
18. Offboarding and Post-Contract Services:
Upon the conclusion or termination of the contract, VMG will assist with the transfer of any assets, such as website access, advertising accounts, or design files, to the Client after all outstanding payments have been settled. Any requests for additional services or retrieval of archived materials after the contract ends will be billed at VMG’s standard hourly rate. Post-contract support and maintenance are not included unless specified in the Statement of Work, and any such services requested by the Client after the contract’s conclusion will also be billed at the standard hourly rate, subject to availability, and will be prioritized after current client obligations. VMG will retain data, files, and access credentials for 30 days post-contract; retrieval after this period may incur additional fees. VMG is not responsible for any issues arising after the contract concludes, including platform updates, security vulnerabilities, or third-party integrations, and any post-contract services to address such issues will be considered billable. All post-contract work will require a written estimate approval from the Client, with billing following standard invoicing procedures.
Vix Media Group, LLC. Service Terms and Conditions
List of Billable Services:
1. Search Engine Optimization (SEO):
a. SEO - Onsite:
VMG’s onsite SEO services include keyword optimization, meta tags, interlinking, and technical analysis. These services require approval from the Client. If the Client rejects any elements, VMG will make reasonable revisions. Delays or suspension of onsite SEO efforts may occur if timely feedback is not provided. All fees paid for onsite SEO services are non-refundable for the agreed term, and excessive revisions (more than 2) may lead to the suspension of certain tasks.
b. SEO - Offsite:
VMG’s offsite SEO services include link building, guest posts, and social signals. These are subject to the Client’s approval. If the Client rejects any components, VMG will make reasonable revisions. Delays or suspension may occur if timely feedback is not provided. All fees paid for offsite SEO services are non-refundable for the agreed term, and excessive revisions (more than 2) may lead to the suspension of activities.
c. Local SEO:
VMG’s local SEO services involve Google My Business optimization, local citations, and reviews management. These services require the Client’s approval. If components are rejected, VMG will make reasonable revisions. Delays or suspension of local SEO efforts may occur if timely feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may result in service suspension.
d. SEO Scope:
VMG’s SEO services include researching and providing guidance on keywords and phrases, obtaining backlinks, editing text for HTML tags and metadata, optimizing website structure, and recommending additional content. VMG will create traffic and ranking reports and requires administrative/backend access, permission to make changes, and authorization to use Client materials for SEO purposes.
2. Content Creation and Social Media Management:
a. Content Marketing:
VMG’s content marketing services include blog posts, articles, infographics, whitepapers, and industry reports. These require the Client’s approval. If content is rejected, VMG will make reasonable revisions. Delays or suspension of content marketing may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may lead to content cancellation.
b. Social Media Management:
VMG’s social media management services include content creation, editing, engagement, and platform management. VMG will monitor conversations, manage communications, and provide necessary technical support. Uniform communication across digital platforms will be ensured. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may impact service continuity.
c. Deliverable Timing:
VMG shall deliver all content according to the timeline specified in the SOW. Delays caused by the Client (e.g., delayed approvals or feedback) may result in adjustments to the delivery timeline, but payment schedules will remain unaffected.
3. Advertising and PPC:
a. PPC Campaign Management:
VMG will manage PPC campaigns including ad creation, keyword research, bid management, and A/B testing. Client approval is required. If campaign elements are rejected, VMG will make reasonable adjustments. Delays or suspension may occur if timely feedback is not provided. All fees paid for PPC services are non-refundable for the agreed term, and excessive revisions (more than 2) may lead to suspension.
b. Ad Placement and Positioning:
VMG will use commercially reasonable efforts for ad placement but cannot guarantee specific positioning. Errors or missed placements may result in automatic rescheduling. VMG will collect campaign data for analytics and remarketing, in compliance with privacy laws. The Client’s data used for remarketing will be specific to the Client’s initiatives and handled in compliance with CCPA.
c. Ad and Content Materials/Site Standards:
VMG’s ads and social media content are subject to the Client’s approval. If any content is rejected, the Client must agree to make reasonable changes. VMG may delay or suspend the launch of any campaign or post until compliant content is provided. The Client acknowledges that all fees paid are non-refundable for the agreed term, and excessive revisions (more than 2) may result in the cancellation of certain content pieces.
d. Guarantees:
VMG provides paid advertising services across various platforms, including but not limited to Google Ads, Meta (Facebook and Instagram), LinkedIn, and TikTok. While VMG uses best practices in targeting, ad design, and bid management, we do not guarantee specific results, such as a particular return on ad spend (ROAS), conversions, or impressions. VMG is responsible for managing ad budgets as specified by the Client but is not responsible for any budget overruns caused by platform errors or third-party actions.
4. Email Marketing:
a. Email Marketing Services:
VMG will provide email marketing services, including content creation, list management, and segmentation. The Client must ensure email addresses comply with laws. VMG is not liable for legal issues arising from the Client’s data. All fees are non-refundable for the agreed term.
b. Analytics and Reporting:
VMG will handle performance tracking, monthly reports, and data analysis. These services require the Client’s approval. Rejected reports or analyses will be revised by VMG. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may result in suspension.
5. Software Development, Coding, and General Programming:
a. Website Development:
VMG’s website development includes custom design, CMS setup, responsive design, and e-commerce integration. The Client’s approval is required. Rejected elements will be revised by VMG. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may lead to suspension.
b. Custom Development:
VMG offers custom development services including API integration and custom web applications (web apps). These services are subject to the Client’s review and approval. Rejected elements will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may result in suspension.
c. Quality Assurance:
VMG’s quality assurance services include mobile-responsive design checks and speed optimization. These require the Client’s review and approval. Rejected elements will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may result in suspension.
d. Intellectual Property for Custom Development:
All website designs, custom code, and integrations developed by VMG remain the intellectual property of VMG until the final payment is received. Upon receipt of payment, ownership of custom development will be transferred to the Client.
6. Media and Design:
a. Graphic Design:
VMG’s graphic design services include logos, banners, and social media graphics. The Client’s approval is required. Rejected designs will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may impact service continuity.
b. Motion Graphics:
VMG’s motion graphics services include 3D renders, animations, and WebGL. These require the Client’s review and approval. Rejected elements will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may result in suspension.
7. Multimedia:
a. Video Production:
VMG’s video production services include scriptwriting, filming, and editing. The Client’s approval is required. Rejected video elements will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may result in suspension.
b. Photography Services:
VMG’s photography services include concept development, shooting, and post-processing. These require the Client’s approval. Rejected photographs will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may impact service continuity.
4. Drone Footage:
VMG’s drone footage services include aerial filming and post-production. The Client’s approval is required. Rejected footage will be revised. Delays or suspension may occur if feedback is not provided. All fees are non-refundable for the agreed term, and excessive revisions (more than 2) may lead to suspension.
8. Branding and Design:
a. Custom Deliverables:
“Custom Deliverables” includes all final logos, printed marketing materials, and merchandise developed by VMG for the Client. Subject to the payment of fees, these are works made for hire under 17 U.S.C. §101. The Client is the sole owner of all rights. VMG will assist in the assignment of rights as requested by the Client, at the Client’s expense.
b. Usage
VMG provides branding services, including logo design, color schemes, typography, and brand guidelines. The Client is entitled to two (2) rounds of revisions. Additional revisions or major design changes will incur additional fees as specified in the SOW. All designs remain the intellectual property of VMG until final payment is received. Upon full payment, VMG transfers ownership of the final designs to the Client
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