Introduction
This Master Services Agreement (“Agreement”) is entered into by and between Vision Logiq Digital LLC, including its divisions, brands, trade names, websites, funnels, contractors, officers, directors, employees, agents, representatives, successors, and assigns (“Vision Logiq,” “Company,” “we,” “us,” or “our”), and the person or entity purchasing, receiving, accessing, approving, using, or benefiting from Vision Logiq services, deliverables, proposals, strategies, campaigns, technology, systems, consulting, training, creative materials, websites, funnels, software configurations, videos, documents, reports, or related work (“Client,” “you,” or “your”).
This Agreement operates as a master framework applicable to all Vision Logiq services unless superseded by a written agreement signed by an authorized officer of Vision Logiq. It applies to Vision Logiq, Vision Logiq Digital, Vision Logiq Personal Injury Division, Vision Logiq Dentist Division, Vision Logiq War Room, and any current or future Vision Logiq business unit, brand, campaign, funnel, landing page, website, or service offering.
By approving a proposal, signing an order, paying an invoice, accessing deliverables, attending a strategy session, submitting onboarding information, authorizing work, using any Vision Logiq platform, or receiving the benefit of Vision Logiq services, Client acknowledges and agrees to be bound by this Agreement.
1. Definitions
“Services” means all services provided by Vision Logiq, including strategy, consulting, search engine optimization, paid advertising management, website development, landing page development, funnel development, creative production, video strategy, AI automation, CRM configuration, analytics, reporting, reputation management, Google Business Profile optimization, content strategy, sales funnel engineering, email marketing, lead generation, assessment systems, dashboard development, training, advisory, and related business growth services.
“Deliverables” means any work product, website, landing page, funnel, code, design, video, graphic, copy, email, automation, CRM workflow, proposal, report, dashboard, presentation, keyword strategy, account structure, media file, advertisement, brand asset, lead magnet, assessment, checklist, analysis, software configuration, or other tangible or intangible output created, configured, drafted, designed, produced, managed, edited, customized, or delivered by Vision Logiq.
“Vision Logiq Materials” means Vision Logiq’s pre-existing materials, proprietary methodologies, frameworks, systems, tools, know-how, trade secrets, templates, software configurations, prompts, AI workflows, dashboards, formulas, scoring engines, analytical models, sales processes, campaign architecture, training materials, internal documentation, strategic logic, naming systems, branded frameworks, and operational processes, including Vision Logiq War Room™, Stacking™, Market Domination Score™, PI War Room™, Signed Case Acquisition System™, Google Maps Warfare™, Intake Warfare™, Authority Acquisition Machine™, and derivative frameworks.
2. Scope of Services
Vision Logiq will provide the Services described in an applicable proposal, invoice, statement of work, order form, email approval, written scope, or other written authorization. Unless expressly stated in writing, any service description is a business estimate of expected work and does not constitute a guarantee of outcome, ranking, revenue, case volume, signed client volume, conversion rate, lead volume, profit, return on investment, market share, traffic level, ad approval, account approval, or platform placement.
Services may include strategic recommendations, technical implementation, creative production, campaign management, consulting, and coordination with third-party providers. Vision Logiq may determine the methods, tools, personnel, contractors, vendors, and execution sequence used to perform the Services, provided the Services are materially aligned with the applicable scope.
Vision Logiq does not provide legal, tax, accounting, investment, medical, regulated financial, or professional practice advice unless separately agreed in writing by appropriately licensed professionals. Marketing strategies for legal, medical, financial, or regulated industries are business and marketing services only and do not substitute for professional compliance review by Client’s legal or regulatory counsel.
3. Proposals, Statements of Work, and Change Requests
Each proposal, invoice, statement of work, email approval, or order document may define the project scope, fees, timelines, assumptions, exclusions, milestones, and deliverables. If there is a conflict between this Agreement and a later signed statement of work, the signed statement of work controls only for that specific engagement and only to the extent of the conflict.
Any work outside the approved scope is a change request and may require additional fees, revised timelines, or a separate order. Out-of-scope work includes additional pages, additional funnels, new creative concepts, emergency revisions, substantial strategic pivots, additional integrations, custom coding, copy rewrites, additional video edits, migration work, platform troubleshooting, or requests caused by inaccurate or delayed Client information.
Client approvals may be provided by email, text message, project management platform, payment, electronic signature, verbal authorization followed by performance, or any other commercially reasonable method. Client is responsible for reviewing deliverables promptly and providing clear consolidated feedback.
4. Client Responsibilities
Client shall provide timely access, information, approvals, credentials, legal reviews, brand assets, subject matter guidance, advertising account access, hosting access, registrar access, CRM access, billing access, and other materials required for Vision Logiq to perform the Services. Client represents that all Client Materials are accurate, lawful, authorized, non-infringing, and suitable for use.
Client is responsible for compliance with laws, bar rules, professional advertising rules, healthcare advertising rules, financial advertising rules, industry regulations, privacy requirements, testimonial requirements, claims substantiation, disclosures, and licensing obligations applicable to Client’s business. Vision Logiq may assist with marketing language, but Client remains responsible for final approval and compliance.
Delays caused by Client, third-party platforms, missing credentials, delayed approvals, incomplete information, inaccurate data, account restrictions, payment interruptions, or compliance review are not Vision Logiq delays and may extend timelines, increase costs, or require rescheduling.
5. Fees, Invoices, Retainers, and Payment
Client shall pay all fees, retainers, setup fees, recurring fees, project fees, media management fees, consulting fees, licensing fees, hosting fees, maintenance fees, platform fees, pass-through expenses, and other charges described in applicable invoices, proposals, statements of work, or written approvals. Unless otherwise stated, invoices are due upon receipt.
Recurring retainers, subscriptions, managed services, hosting, dashboard access, support, reporting, ongoing maintenance, and campaign management fees are due in advance and are not dependent upon subjective satisfaction, platform performance, sales outcomes, revenue outcomes, or marketing results.
All fees are exclusive of taxes, media spend, third-party charges, platform fees, advertising costs, stock media, premium plugins, domain registration, hosting, licensing, legal review, courier fees, bank fees, and other out-of-pocket expenses unless expressly included in writing.
Payments are non-refundable except where expressly stated in a signed written agreement. Deposits, retainers, setup fees, strategy fees, creative fees, and implementation fees compensate Vision Logiq for reserving capacity, allocating personnel, beginning research, planning, strategy, production, and opportunity cost.
6. Ownership Until Paid in Full
All Deliverables remain the sole and exclusive property of Vision Logiq until Client has paid all amounts owed to Vision Logiq in full, including project fees, retainers, media management fees, hosting fees, support fees, reimbursable expenses, late charges, collection costs, and any other outstanding amounts.
Until full payment is received and cleared, Client receives only a limited, revocable, non-transferable permission to review or use Deliverables solely to the extent Vision Logiq allows and solely for the engagement’s intended purpose. No ownership, assignment, license expansion, source file transfer, administrative control, domain control, hosting control, code ownership, editable file access, account transfer, video file transfer, strategic document transfer, or intellectual property transfer occurs until Vision Logiq confirms payment in full.
Deliverables subject to this section include websites, landing pages, funnels, domains under Vision Logiq control, hosting configurations, videos, graphics, copy, ads, campaigns, code, source files, AI prompts, workflows, automations, CRM configurations, dashboards, reports, keyword sets, page structures, strategy documents, training materials, SOPs, account structures, analytics configurations, and derivative materials.
Client acknowledges that Vision Logiq’s right to withhold or retain ownership pending payment is a material inducement for Vision Logiq to provide Services. Client shall not claim conversion, interference, loss of business, loss of opportunity, or damages arising from Vision Logiq’s good-faith withholding of unpaid Deliverables, access, transfer, or administrative control.
7. Suspension, Access Restriction, and Withholding Rights
If Client fails to pay any amount when due, disputes charges without reasonable written basis, reverses payment, delays required approvals, violates this Agreement, misuses Vision Logiq Materials, or creates unreasonable operational risk, Vision Logiq may immediately suspend, pause, restrict, disable, or terminate Services, support, hosting, maintenance, reporting, dashboards, access credentials, campaign management, creative work, development work, communication channels, or other activities.
Vision Logiq may withhold transfer of files, deliverables, domains under Vision Logiq control, hosting access, administrative privileges, dashboards, reports, creative assets, source files, account structures, videos, and strategic materials until all outstanding balances are paid in full and all Client obligations are satisfied.
Suspension does not waive payment obligations. Client remains responsible for all amounts accrued before, during, and after suspension, including recurring fees during any period in which Vision Logiq remains ready, willing, or obligated to preserve access, data, hosting, files, campaigns, staffing capacity, or project status.
8. Domains, Hosting, Accounts, and Third-Party Platforms
Domains, hosting, accounts, ad accounts, CRM accounts, analytics accounts, payment accounts, and software platforms may be owned or controlled by Client, Vision Logiq, or third parties depending on the engagement. Unless expressly stated in writing, Vision Logiq is not required to purchase, transfer, release, surrender, or maintain any domain, hosting account, source file, platform access, or account credential except as agreed and after payment in full.
If Vision Logiq registers, purchases, configures, hosts, controls, administers, or manages a domain, website, account, landing page, funnel, server, plugin, automation, CRM, or platform on Client’s behalf, such item may remain under Vision Logiq control until all amounts are paid in full and transfer requirements are satisfied.
Vision Logiq is not responsible for third-party platform downtime, policy changes, account bans, algorithm updates, payment failures, software bugs, API changes, rejected ads, suspended accounts, data loss, domain expiration caused by Client, hosting interruptions, plugin conflicts, malware, hacking, or third-party conduct outside Vision Logiq’s direct control.
9. Intellectual Property and Proprietary Rights
Vision Logiq retains all right, title, and interest in Vision Logiq Materials, proprietary frameworks, methodologies, strategies, know-how, templates, systems, AI workflows, prompts, scoring engines, training materials, internal processes, campaign architecture, account structures, dashboard logic, technical methods, SOPs, naming systems, and other pre-existing or independently developed intellectual property.
No Client engagement transfers ownership of Vision Logiq Materials. To the extent Vision Logiq Materials are embedded in or used to support Client Deliverables, Client receives only a limited, non-exclusive, non-transferable, non-sublicensable license to use such materials as part of the final paid Deliverable for Client’s internal business purposes. Client may not extract, copy, reverse engineer, resell, publish, train AI systems on, disclose, imitate, license, transfer, or use Vision Logiq Materials to create competing products or services.
Vision Logiq may reuse general ideas, know-how, frameworks, non-client-specific strategy, technical methods, templates, code libraries, snippets, campaign structures, design concepts, AI prompts, automations, and processes across clients, provided Vision Logiq does not intentionally disclose Client’s Confidential Information.
10. Confidentiality and Strategic Materials
Confidential Information includes all information that should reasonably be understood to be confidential due to its nature or the circumstances of disclosure, including business plans, pricing, proposals, strategies, campaigns, reports, analytics, financial data, client lists, vendor relationships, platform access, passwords, trade secrets, technical information, source code, creative concepts, training materials, methods, playbooks, internal processes, AI prompts, automation workflows, account structures, marketing strategies, and proprietary frameworks.
Client agrees that Vision Logiq’s proposals, recommendations, frameworks, War Room strategies, Stacking methods, assessment systems, market analysis, pricing models, campaign structures, workflows, dashboards, prompts, SOPs, training, creative direction, funnel architecture, and strategic documents are highly sensitive Confidential Information and proprietary trade secret materials. Client shall not copy, distribute, publish, disclose, upload, train AI systems on, show to competitors, provide to other agencies, provide to contractors for replication, or use such materials outside the Client engagement.
Each party shall use Confidential Information only for performing or receiving Services and shall protect Confidential Information using at least reasonable care. The receiving party may disclose Confidential Information only to employees, contractors, advisors, legal counsel, accountants, or vendors who have a need to know and are bound by confidentiality obligations.
11. Non-Circumvention and Vendor Protection
During the engagement and for twenty-four months thereafter, Client shall not knowingly bypass, circumvent, solicit, hire, contract directly with, or attempt to contract directly with Vision Logiq employees, contractors, subcontractors, vendors, strategic partners, suppliers, referral partners, or introduced resources for services substantially similar to those provided through Vision Logiq without Vision Logiq’s prior written consent.
Client shall not use Vision Logiq’s introductions, vendor relationships, contractor relationships, campaign structures, pricing models, playbooks, systems, or strategic disclosures to replicate Vision Logiq services internally or through another provider in a manner designed to avoid payment, bypass Vision Logiq, or misappropriate Vision Logiq’s proprietary methods.
12. Marketing, Search, Advertising, and AI Disclaimer
Client acknowledges that marketing outcomes are influenced by numerous factors outside Vision Logiq’s control, including competition, market demand, advertising budgets, intake quality, sales performance, reviews, legal compliance, business reputation, pricing, client responsiveness, offer strength, Google algorithm changes, AI search changes, ad platform policies, third-party outages, economic conditions, seasonality, tracking limitations, and Client’s internal operations.
Vision Logiq does not guarantee rankings, traffic, impressions, clicks, calls, leads, consultations, signed cases, revenue, profit, return on investment, cost per acquisition, Google Maps position, AI search placement, ad approval, account approval, review volume, or any specific business outcome. Any projections, estimates, opportunity gaps, calculators, forecasts, case studies, examples, or strategic estimates are illustrative only and not guarantees.
13. Collections, Recovery Costs, and Enforcement
If Client fails to pay amounts when due, Vision Logiq may pursue collection through internal efforts, outside collection agencies, attorneys, arbitration, litigation, liens where applicable, account suspension, service termination, or other lawful means. Client shall be responsible for unpaid balances, applicable interest where permitted by law, chargeback fees, bank fees, collection agency fees, reasonable attorneys’ fees where recoverable, court costs, arbitration costs, expert costs, administrative costs, and other costs incurred in collecting or enforcing payment obligations to the fullest extent permitted by applicable law.
Vision Logiq’s acceptance of partial payment does not waive the remaining balance, late charges, collection rights, suspension rights, ownership rights, confidentiality rights, intellectual property rights, or any other remedy. Vision Logiq may apply partial payments in any lawful order, including first to collection costs, late charges, expenses, older invoices, or disputed invoices.
Client agrees not to initiate chargebacks or payment reversals as a substitute for dispute resolution. If Client disputes an invoice, Client must provide a detailed written dispute within seven days of invoice date. Undisputed amounts must be paid when due.
14. Limitation of Liability
To the maximum extent permitted by law, Vision Logiq shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, lost profit, lost revenue, lost data, loss of goodwill, loss of business opportunity, platform suspension, ranking loss, advertising account suspension, algorithmic impact, third-party failure, or business interruption damages, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Vision Logiq’s total aggregate liability arising out of or related to any engagement, Services, Deliverables, website, campaign, account, platform, or this Agreement shall not exceed the amounts actually paid by Client to Vision Logiq for the specific Service giving rise to the claim during the three months preceding the event giving rise to liability.
These limitations apply to all theories of liability, including contract, tort, negligence, strict liability, misrepresentation, warranty, indemnity, statute, equity, or otherwise, except where prohibited by law.
15. Term, Renewal, and Termination
This Agreement begins upon Client’s first acceptance, payment, approval, or use of Services and continues until terminated or until all obligations are satisfied. Project-based services terminate upon completion or cancellation. Recurring services continue according to the applicable order, proposal, invoice, or renewal terms.
Vision Logiq may terminate or suspend Services immediately if Client fails to pay, breaches confidentiality, misuses intellectual property, violates law, becomes abusive or threatening, creates compliance risk, fails to cooperate, initiates improper chargebacks, or otherwise materially breaches this Agreement.
Upon termination, Client shall immediately pay all outstanding amounts. Vision Logiq may retain unpaid Deliverables and suspend access until payment is complete. Sections regarding payment, ownership, confidentiality, intellectual property, non-circumvention, collections, limitations of liability, governing law, and dispute resolution survive termination.
16. California Law, Venue, and Dispute Resolution
This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles. Subject to any mandatory arbitration or dispute provisions in a signed written agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in or serving Orange County, California, unless another venue is required by applicable law.
Before filing litigation, the parties agree to make a good-faith effort to resolve disputes through written notice and executive-level discussion. Any notice of dispute must describe the issue, the requested resolution, and the factual basis for the claim. Nothing prevents Vision Logiq from seeking injunctive relief, temporary restraining orders, payment collection, protection of confidential information, intellectual property enforcement, or emergency remedies where appropriate.
17. Additional Terms
Vision Logiq is an independent contractor and not an employee, partner, joint venturer, fiduciary, broker, attorney, agent, or franchisee of Client. Vision Logiq retains discretion over staffing, tools, processes, methods, contractors, and execution approach.
Vision Logiq is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, pandemics, government action, power failures, internet outages, platform outages, cyberattacks, vendor failures, banking failures, fires, floods, civil unrest, supply shortages, or third-party platform changes.
Electronic signatures, email approvals, text approvals, online form submissions, invoice payments, project management approvals, and other electronic records may evidence acceptance and authorization. Client agrees that electronic communications may satisfy writing and signature requirements to the fullest extent permitted by law.
This Agreement, together with applicable proposals, invoices, statements of work, order forms, policies, and written amendments, constitutes the entire agreement regarding the Services. If any provision is found unenforceable, the remaining provisions remain in effect and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable. Failure to enforce any provision is not a waiver.
Contact Information
Vision Logiq Digital LLC
Website: https://visionlogiq.com
Email: kevin@visionlogiq.com
Phone: (315) 503-7576