Master Services
Agreement.

1. Parties, Scope, and Master Framework

This Master Services Agreement ("Agreement") is entered into by and between Vision Logiq Digital LLC, together with its divisions, brands, trade names, affiliates, successors, assigns, personnel, contractors, and authorized representatives (collectively, "Vision Logiq"), and each person or entity that requests, authorizes, purchases, receives, accesses, approves, uses, or benefits from Services (collectively and individually, "Client").

This Agreement is the master contractual framework governing all Vision Logiq Services unless a later written agreement signed by an authorized officer of Vision Logiq expressly identifies this Agreement and expressly states the specific provision being superseded or modified. A proposal, invoice, email, text message, oral discussion, purchase order, onboarding form, or course of dealing does not waive or amend this Agreement unless Vision Logiq expressly agrees in writing to the modification.

Where more than one Client entity is expressly named in an order, proposal, invoice, statement of work, or authorization, each such entity is jointly and severally responsible for obligations arising from the Services it requested, received, used, or benefited from, to the extent permitted by law. No individual representative assumes personal liability merely by acting for an entity unless that individual separately and expressly guarantees an obligation in writing.

2. Definitions

(a) "Services" means all strategy, consulting, search-engine optimization, paid advertising, website development, landing-page and funnel development, creative production, video, content, AI automation, CRM configuration, analytics, reporting, reputation management, Google Business Profile work, email marketing, lead generation, assessments, dashboards, software, hosting, maintenance, training, advisory, sales enablement, and related growth or technology services provided by Vision Logiq.

(b) "Deliverables" means every tangible or intangible output created, acquired, configured, drafted, designed, produced, managed, edited, customized, or delivered in connection with Services, including websites, funnels, domains, code, source files, graphics, videos, copy, campaigns, automations, dashboards, reports, presentations, media, advertisements, lead magnets, assessments, account structures, configurations, and strategic documents.

(c) "Vision Logiq Materials" means Vision Logiq pre-existing or independently developed intellectual property, methodologies, frameworks, systems, templates, code libraries, software configurations, prompts, AI workflows, formulas, scoring engines, models, sales processes, campaign architecture, training materials, SOPs, naming systems, know-how, trade secrets, and derivative or improved versions thereof.

(d) "Client Materials" means property owned by Client before the engagement or independently supplied by Client, including Client trademarks, names, logos, books, pre-existing content, customer data, photographs, files, credentials, and pre-existing domains.

(e) "Conditional Transfer Assets" means new digital assets acquired, registered, created, configured, or developed by Vision Logiq for Client that an applicable scope contemplates may transfer to Client only after all transfer conditions and payment obligations are satisfied.

(f) "Confidential Information" has the meaning set out in Section 14 and includes, without limitation, non-public pricing, fees, financial information, client identities, referral relationships, contract terms, payment history, disputes, strategy, operations, technology, credentials, and proprietary business information.

(g) "Amounts Due" means all invoiced and accrued fees, retainers, setup fees, recurring fees, project fees, media-management fees, approved third-party expenses, hosting, software, licensing, reimbursements, interest, chargeback costs, collection costs, and other amounts lawfully payable under the applicable engagement.

3. Binding Acceptance; Signature Not Required

Client acknowledges and agrees that a handwritten, electronic, or digital signature is not required for this Agreement to become binding to the fullest extent permitted by applicable law. When this Agreement is supplied, referenced, linked, displayed, included with an invoice or proposal, or otherwise made reasonably available to Client, Client manifests assent by any conduct objectively showing authorization, acceptance, use, or receipt of Services.

Client is deemed to have accepted this Agreement upon the earliest occurrence of any of the following: requesting or authorizing work; approving any proposal, quote, scope, invoice, email, text, or project instruction; making or authorizing any payment or partial payment; providing credentials, files, data, access, brand materials, or onboarding information; attending or participating in onboarding, strategy, production, training, consulting, or campaign meetings after Services have been authorized; reviewing, downloading, publishing, using, approving, or benefiting from any Service or Deliverable; permitting Vision Logiq to allocate personnel or incur costs in reliance on Client authorization; or continuing to receive Services after being directed to this Agreement.

Client may not avoid payment, fixed-term, confidentiality, intellectual-property, ownership, dispute-resolution, limitation-of-liability, indemnity, collection, or other obligations merely because Client failed, refused, neglected, or delayed signing a separate proposal or order after knowingly authorizing or accepting Services. Vision Logiq electronic records, invoices, payment records, meeting records, access logs, emails, texts, project records, and delivery records may be used to evidence assent and performance.

A person acting for Client represents that the person has authority to request and authorize Services on Client behalf. Client must promptly notify Vision Logiq in writing of any claimed authority limitation before accepting further Services; continued acceptance after knowledge of the representative conduct may constitute ratification to the extent permitted by law.

4. Scope, Priorities, Approvals, and Change Requests

Vision Logiq will perform Services described in an applicable proposal, statement of work, invoice, order form, written scope, email approval, text approval, meeting authorization later confirmed by performance, or other commercially reasonable authorization. Unless expressly guaranteed in a signed writing, all timelines, projections, milestones, traffic estimates, lead estimates, ranking estimates, revenue estimates, and performance expectations are targets or business estimates only and are not guarantees.

Vision Logiq may determine the methods, tools, personnel, contractors, vendors, platform mix, sequencing, and technical implementation used to perform Services, provided the work remains materially aligned with the authorized commercial objective. Client acknowledges that priorities may evolve during an engagement and that strategic substitution of equivalent activities does not by itself constitute non-performance.

Out-of-scope work, emergency work, substantial revisions, new pages, new funnels, custom integrations, migrations, additional video edits, major strategic pivots, platform troubleshooting, or work caused by inaccurate or delayed Client information may require additional fees or revised timelines. Approval by email, text, project platform, invoice payment, or continued use of the requested additional work is sufficient authorization to the extent permitted by law.

5. Client Responsibilities, Accuracy, Compliance, and Cooperation

Client shall provide timely access, complete and accurate information, approvals, credentials, compliance guidance, brand assets, registrar access, CRM access, billing access, subject-matter guidance, and other materials reasonably required. Client warrants that Client Materials and instructions are lawful, authorized, accurate in all material respects, non-infringing, and suitable for the intended use.

Client is solely responsible for legal, regulatory, professional, industry, privacy, advertising, testimonial, licensing, medical, financial, tax, bar-rule, and claims-substantiation requirements applicable to Client business. Vision Logiq does not provide legal, tax, accounting, investment, medical, or regulated professional advice unless separately agreed in writing by an appropriately licensed professional.

Client-caused delays, missing access, delayed approvals, incomplete information, payment interruptions, platform restrictions, compliance review, or third-party failures are not Vision Logiq delays and automatically extend affected deadlines by a commercially reasonable period. Vision Logiq is not in breach for refusing to publish content it reasonably believes may create legal, platform, reputational, or compliance risk.

6. Fees, Billing, Automatic Payments, and No Setoff

Client shall pay all Amounts Due. Unless otherwise stated in writing, invoices are due upon receipt. Recurring retainers, subscriptions, managed services, support, hosting, maintenance, dashboard access, and campaign-management fees are due in advance and reserve capacity whether or not Client uses every available service during the billing period.

Where Client authorizes a recurring payment method, Client authorizes Vision Logiq and its payment processor to charge scheduled recurring fees and approved expenses in accordance with the applicable order until the authorization is validly revoked for future charges. Revocation of payment authorization does not terminate a fixed-term commitment or extinguish Amounts Due.

Except where prohibited by law, Client shall pay Amounts Due without setoff, deduction, counterclaim, withholding, or recoupment. Client may assert lawful claims through the dispute procedure, but undisputed amounts remain payable when due.

Payments are non-refundable except where a signed written agreement expressly provides otherwise or applicable law requires a refund. Setup fees, retainers, strategy fees, implementation fees, creative fees, deposits, and reserved-capacity fees compensate Vision Logiq for allocation of personnel, opportunity cost, planning, research, production, and availability and are earned as stated in the applicable order or invoice.

7. Invoice Disputes, Chargebacks, Late Payment, and Default

Client must deliver a detailed written invoice dispute within seven calendar days after the invoice date, identifying the invoice, each disputed line item, the exact amount disputed, and the factual and contractual basis. A generalized statement of dissatisfaction is not a valid invoice dispute. Failure to dispute within that period constitutes acceptance of the invoice to the fullest extent permitted by law, without waiving rights that cannot lawfully be waived.

Client shall not initiate a chargeback, payment reversal, stop-payment instruction, or processor dispute as a substitute for the contractual dispute process. An improper chargeback or payment reversal is a material breach and Client remains liable for the underlying debt, processor fees, bank fees, and recoverable collection costs.

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, beginning after any applicable statutory or contractual grace period. Acceptance of late or partial payment does not waive default, the remaining balance, or any other remedy.

8. Fixed Terms, Renewal, Termination, and Early Exit

If an applicable order, proposal, or statement of work specifies an initial fixed term, that fixed term is a firm, non-cancellable capacity commitment for convenience unless the applicable document expressly states otherwise. Any 30-day or other convenience termination right applies only after the initial fixed term unless the applicable document expressly grants an earlier right.

For a curable material breach, the non-breaching party shall give written notice reasonably identifying the alleged breach and allow ten business days to cure unless a different cure period is stated in a signed agreement. Immediate suspension or termination may be exercised where legally permitted for non-payment, fraud, unlawful conduct, misuse of Confidential Information, deliberate security compromise, improper chargebacks, material threats, intentional interference with business relationships, or other conduct for which immediate action is reasonably necessary to protect rights or systems.

If Client repudiates, abandons, or purports to terminate a fixed-term engagement without a contractual right before expiration, Vision Logiq may recover all amounts lawfully recoverable for the remaining committed term. To reduce the risk that such recovery is treated as a penalty, any claim for future service fees shall be reduced by costs Vision Logiq actually and reasonably avoids because of the early termination and, where required by law, by net replacement revenue reasonably attributable to the specifically released reserved capacity. Nothing in this Section authorizes double recovery.

Termination, suspension, dissatisfaction, strategy changes, personnel changes, ownership changes, budget changes, or disappointing business results do not create a right to rescission or refund of earned or non-refundable fees except where a signed agreement or non-waivable law expressly provides otherwise.

9. Suspension, Access Restriction, and Service Protection

If Client fails to pay Amounts Due, breaches this Agreement, initiates an improper chargeback, delays required approvals, creates material operational or compliance risk, misuses Vision Logiq Materials, threatens personnel, compromises security, or wrongfully interferes with Services, Vision Logiq may immediately suspend, pause, restrict, disable, or terminate Services, support, hosting, maintenance, reporting, dashboards, credentials, campaign management, creative work, development work, communication channels, and any revocable license or access provided by Vision Logiq, to the extent lawful.

Suspension does not waive payment obligations. Client remains responsible for Amounts Due and for recurring fees during a suspension where Vision Logiq continues to reserve capacity, preserve systems, maintain hosting, protect data, retain personnel availability, or remains contractually ready to resume performance after cure.

Vision Logiq may require payment in cleared funds, updated payment security, or other commercially reasonable assurance before restoring suspended Services following a material payment default or chargeback.

10. Ownership Categories; No Transfer Until Payment

Client Materials remain Client property. Client grants Vision Logiq a non-exclusive license to use Client Materials solely as reasonably necessary to perform Services, create Deliverables, maintain backups, and comply with law.

Vision Logiq Materials remain exclusively owned by Vision Logiq at all times. No engagement, payment, delivery, customization, or incorporation into a Deliverable transfers ownership of Vision Logiq Materials. After full payment, Client receives only the limited license expressly necessary to use Vision Logiq Materials embedded in a final paid Deliverable for Client internal business purposes, unless a broader license is expressly granted in writing.

Conditional Transfer Assets remain owned or controlled by Vision Logiq until all conditions for transfer are satisfied. Unless a signed writing expressly states otherwise, no ownership, assignment, source-file transfer, registrar control, domain control, hosting control, administrative privileges, editable-file access, code ownership, video-file transfer, account transfer, strategic-document transfer, or expanded license passes until all Amounts Due under the applicable engagement and all amounts specifically required for transfer are paid in cleared funds.

Client receives only a limited, revocable, non-transferable permission to review or use unpaid Conditional Transfer Assets while Vision Logiq permits such use. Client shall not sell, assign, sublicense, copy for another provider, reverse engineer, migrate, or transfer unpaid Conditional Transfer Assets without Vision Logiq prior written consent.

11. Domains, Websites, Funnels, Hosting, Accounts, and Digital Assets

A domain or other digital asset owned by Client before the engagement remains Client property. Vision Logiq administration of a Client-owned asset does not transfer ownership to Vision Logiq. Vision Logiq may, however, retain its own work product, credentials, proprietary configurations, code, or access layers that have not been paid for, subject to law and platform rules.

Unless a signed writing expressly states otherwise, a new domain registered or acquired by Vision Logiq for Client may be designated a Conditional Transfer Asset. Reimbursement of a routine registration, renewal, hosting, or acquisition cost does not by itself transfer ownership where the applicable written terms clearly condition transfer upon satisfaction of payment and handover conditions.

Vision Logiq may withhold transfer of Conditional Transfer Assets while Amounts Due remain unpaid. Client acknowledges that transfer is a separate contractual event from registration, development, possession, access, or reimbursement.

For a premium domain or other material digital asset substantially funded by Client, the parties may identify that asset in a statement of work, invoice, or collateral schedule. If such asset is intended to secure service obligations, the security-interest provisions of Section 13 apply only to the extent the Client has rights in the collateral and applicable law permits such a security interest.

Vision Logiq is not responsible for third-party platform downtime, bans, algorithm changes, registrar restrictions, API changes, rejected advertisements, account suspensions, software defects, malware, hacking, or third-party conduct outside Vision Logiq direct reasonable control.

12. Unpaid Deliverables; Reuse, Commercialization, and Disposition

If Client fails to pay Amounts Due and the default remains uncured after any applicable notice or cure period, Vision Logiq may retain, reuse, modify, adapt, anonymize, rebrand, license, sublicense, commercialize, sell, assign, transfer, repurpose, or otherwise exploit any unpaid Deliverable, Conditional Transfer Asset, or Vision Logiq-owned work product that Vision Logiq lawfully owns and has the legal right to dispose of.

Before commercializing unpaid work for another party, Vision Logiq may remove or replace Client trademarks, Client Confidential Information, personal information, customer information, regulated data, photographs, and other Client-owned material as reasonably necessary. This Section does not authorize sale of Client pre-existing property, third-party property, regulated data, or intellectual property that has already validly transferred to Client.

Vision Logiq may apply lawful net proceeds from disposition of unpaid Vision Logiq-owned assets against Amounts Due. Any credit or accounting required by applicable law shall be provided, and Vision Logiq shall not obtain double recovery.

Client acknowledges that the right to retain and lawfully commercialize unpaid Vision Logiq-owned work product is a material inducement for Vision Logiq to perform before full payment and is intended as loss mitigation, not as a penalty.

13. Security Interest in Identified Collateral

To secure payment and performance of Amounts Due, Client grants Vision Logiq, to the fullest extent permitted by applicable law, a continuing security interest in: (i) unpaid Conditional Transfer Assets owned by Vision Logiq; and (ii) Client-funded digital assets only where those assets are specifically identified in a signed statement of work, invoice, order, or collateral schedule as collateral securing the engagement. This clause does not grant a blanket security interest in all Client assets.

To the extent Article 9 of the Uniform Commercial Code or other secured-transactions law applies, Client authorizes Vision Logiq to file commercially reasonable financing statements describing specifically identified collateral and proceeds, and agrees to execute further documents reasonably necessary to evidence, perfect, continue, or release the security interest. Vision Logiq shall release any perfected security interest after the secured obligations are paid in full.

Any enforcement, repossession, foreclosure, sale, or disposition of Client-owned collateral shall occur only through procedures permitted by applicable law. Nothing in this Agreement authorizes self-help that would constitute conversion, breach of peace, unlawful access, or an unenforceable forfeiture.

14. Confidentiality - Expanded Protection

Confidential Information includes all non-public information that a reasonable business person would understand to be confidential because of its nature, context, or circumstances, whether disclosed orally, visually, electronically, in writing, on a call, in a meeting, through access to systems, or by observation. It includes business plans, identities of clients and prospects, referral sources, pricing, fees, proposals, contract terms, payment history, invoice information, disputes, settlement discussions, financial data, client lists, vendor relationships, strategies, reports, analytics, credentials, passwords, trade secrets, technology, source code, creative concepts, playbooks, internal processes, prompts, AI workflows, account structures, marketing strategies, campaign architecture, and Vision Logiq Materials.

Each party shall use the other party Confidential Information solely for performing, receiving, administering, enforcing, or obtaining professional advice regarding the Services. Except as expressly permitted below, Client shall not disclose, discuss, confirm, transmit, forward, summarize, reproduce, publish, post, upload, show, provide, or make Confidential Information available to any third party.

Permitted disclosure is limited to employees, contractors, attorneys, accountants, insurers, financing sources, and professional advisors who have a genuine need to know for the engagement or dispute and who are bound by legal, professional, fiduciary, employment, or contractual confidentiality duties at least reasonably protective of the information. Client remains responsible, to the extent permitted by law, for unauthorized disclosure by persons to whom Client voluntarily provided Confidential Information.

If disclosure is legally compelled, the receiving party shall, to the extent legally permitted, promptly notify the disclosing party before disclosure, disclose only what is legally required, and reasonably cooperate at the requesting party expense with efforts to obtain confidential treatment or protective relief.

15. Client-to-Client, Referral, Meeting, and Dispute Confidentiality

Client specifically acknowledges that Vision Logiq relationships with other clients, prospects, referral partners, vendors, and strategic partners are confidential business relationships. Unless publicly disclosed by Vision Logiq or expressly authorized in writing, Client shall not disclose or discuss the identity, existence, scope, pricing, fees, payment history, contract terms, performance, disputes, communications, referrals, strategies, or financial value of any other Vision Logiq relationship.

A referral or introduction does not create ownership, oversight, information, commission, access, control, or continuing participation rights in the referred party subsequent relationship with Vision Logiq unless a separate written referral agreement expressly grants such rights. The referring Client has no right to obtain the referred party pricing, contract, invoices, communications, performance data, disputes, or payment information.

Confidential Information learned during a joint Zoom call, conference call, podcast session, strategy meeting, email thread, Slack or messaging channel, shared project, introduction, or collaborative session remains Confidential Information even though Client was legitimately present when the information was disclosed.

Client shall not circulate, discuss, or disclose a private commercial dispute with Vision Logiq to other Vision Logiq clients, prospects, referral sources, contractors, vendors, or business relationships for the purpose of pressuring Vision Logiq, causing relationship loss, soliciting coordinated action, obtaining leverage, or interfering with Vision Logiq business. This restriction does not prohibit truthful communications to Client legal counsel, accountants, insurers, regulators, law enforcement, courts, arbitrators, mediators, or other persons to whom disclosure is legally protected or reasonably necessary for legitimate professional advice or legal process.

16. No Weaponization, Coercive Use, or Interference Using Confidential Information

Client shall not use Confidential Information to threaten, coerce, pressure, intimidate, retaliate against, embarrass, damage, or obtain improper leverage over Vision Logiq, its personnel, another client, prospect, referral source, vendor, or business relationship. Client shall not threaten disclosure of Confidential Information as leverage in a payment, termination, refund, ownership, handover, or other commercial dispute.

Client shall not knowingly use Confidential Information to induce another Vision Logiq client or counterparty to breach an agreement, terminate an engagement, withhold payment, withdraw a referral, transfer work, or take coordinated adverse action against Vision Logiq. This Section prohibits misuse of confidential information and intentional interference; it does not prohibit lawful competition, truthful testimony, legally protected reporting, or rights that cannot lawfully be restricted.

17. Confidentiality Incident Notice, Preservation, Return, and Survival

A party that becomes aware of actual or reasonably suspected unauthorized disclosure of Confidential Information shall promptly notify the other party in writing, identify the information and known recipients to the extent reasonably available, take reasonable steps to stop further dissemination, preserve relevant evidence, and cooperate in reasonable mitigation efforts.

After written notice of a dispute, threatened claim, confidentiality concern, chargeback, or suspected misuse of information, each party shall preserve relevant records within its possession or control, including emails, texts, WhatsApp and other messaging records, call logs, recordings, documents, project records, platform logs, and relevant files, subject to applicable law and ordinary system limitations.

Upon termination or written demand, each party shall return or delete the other party Confidential Information that is not reasonably required for legal, tax, insurance, archival, backup, regulatory, or compliance purposes. Upon reasonable request concerning particularly sensitive information, the receiving party shall provide written confirmation of return or deletion, subject to lawful retention obligations.

Confidentiality obligations concerning ordinary Confidential Information survive for seven years after termination. Trade secrets, source code, credentials, proprietary methods, Vision Logiq Materials, and information qualifying for longer statutory or common-law protection remain protected for so long as they remain legally protectable.

18. Intellectual Property, Reverse Engineering, and AI Restrictions

Client shall not extract, copy, reverse engineer, decompile, replicate, publish, resell, license, transfer, train an AI system on, use to build a competing product, or provide Vision Logiq Materials to another agency or developer for replication except with Vision Logiq prior written consent or where applicable law expressly permits the activity notwithstanding contract.

Client shall not remove proprietary notices, attribution, access controls, license controls, technical restrictions, or security measures from unpaid Deliverables or Vision Logiq Materials. Client shall not use prompts, workflows, strategy documents, SOPs, campaign architectures, templates, or proprietary configuration logic outside the intended engagement except under the license expressly granted.

Vision Logiq may reuse general know-how, skills, concepts, non-client-specific strategy, reusable code, templates, libraries, workflows, prompts, automation patterns, and methods developed or refined during an engagement, provided Vision Logiq does not intentionally disclose Client Confidential Information.

19. Non-Circumvention and Protection of Existing Contracts

To the fullest extent permitted by applicable law, Client shall not use Vision Logiq Confidential Information, trade secrets, proprietary methods, or introductions to intentionally induce breach of an existing Vision Logiq contract, evade Amounts Due, misappropriate Vision Logiq Materials, or wrongfully interfere with Vision Logiq contractual or economic relationships.

Any restriction in this Section is intended to protect confidential information, trade secrets, existing contractual rights, and payment obligations, not to prohibit lawful competition or worker mobility. No provision shall be interpreted as a non-compete or other restraint broader than applicable law permits.

20. Non-Disparagement; False Statements; Protected Communications

Neither party shall knowingly make, publish, transmit, or cause to be published materially false statements of fact about the other party or its business with intent to cause commercial harm. Client shall not knowingly provide false factual allegations concerning Vision Logiq to another Vision Logiq client, prospect, vendor, referral source, payment processor, platform, review service, or business partner.

Nothing in this Section prohibits truthful testimony, honest opinion clearly presented as opinion, good-faith legal claims, regulatory or law-enforcement reports, whistleblowing protected by law, communications with counsel or professional advisors, or statements required by legal process.

21. Marketing, Search, Advertising, Platform, and AI Disclaimers

Client acknowledges that marketing and technology outcomes depend on many factors beyond Vision Logiq control, including competition, demand, budgets, intake quality, sales performance, reputation, pricing, responsiveness, offer strength, algorithms, AI-search changes, ad-platform policies, reviews, third-party outages, market conditions, seasonality, tracking limitations, and Client internal operations.

Vision Logiq does not guarantee rankings, traffic, impressions, clicks, calls, leads, consultations, signed cases or clients, revenue, profit, return on investment, cost per acquisition, Maps position, AI placement, ad approval, account approval, review volume, or any particular business outcome. Forecasts, opportunity analyses, calculators, examples, case studies, projections, and estimates are illustrative and not warranties.

22. Recording, AI Assistance, and Meeting Records

Where disclosed at or before a meeting, Vision Logiq may use meeting transcription, note-taking, recording, or AI-assisted tools for project administration, quality control, documentation, training, follow-up, and performance of Services, subject to applicable consent and privacy laws. Client is responsible for obtaining any consent required from Client personnel or invitees whom Client brings into a meeting, unless Vision Logiq expressly undertakes that responsibility in writing.

Meeting notes, transcripts, recordings, and system logs may be maintained as business records subject to the confidentiality and retention terms of this Agreement.

23. Indemnification by Client

To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless Vision Logiq and its officers, employees, contractors, and affiliates from third-party claims, liabilities, damages, penalties, judgments, and reasonable defense costs arising out of: Client Materials; Client products or services; claims or representations supplied or approved by Client; Client violation of law or professional rules; Client instructions that Vision Logiq followed in good faith; Client infringement or privacy violations; Client misuse of Deliverables or platforms; or Client failure to obtain required permissions, licenses, releases, or consents.

The indemnified party shall provide reasonably prompt notice of a covered third-party claim and reasonable cooperation at Client expense. Client may not settle a claim in a manner that admits wrongdoing by Vision Logiq, imposes non-monetary obligations on Vision Logiq, or restricts Vision Logiq business without Vision Logiq prior written consent, not to be unreasonably withheld where required by law.

24. Disclaimer of Warranties

Except for express written commitments in an applicable signed agreement, Services and Deliverables are provided on a professional-efforts basis. To the maximum extent permitted by law, Vision Logiq disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement arising solely from Client-supplied materials, uninterrupted service, and guaranteed platform availability. Nothing in this Section excludes warranties that cannot legally be disclaimed.

25. Limitation of Liability and Excluded Client Obligations

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, ranking-loss, platform-suspension, advertising-account-suspension, algorithmic-impact, third-party-failure, or business-interruption damages, even if advised of the possibility.

To the maximum extent permitted by law, Vision Logiq aggregate liability arising out of an engagement shall not exceed 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.

The foregoing liability cap does not limit Client obligations to pay Amounts Due, return property, comply with ownership and license restrictions, protect Confidential Information, indemnify covered third-party claims, or refrain from misappropriating Vision Logiq intellectual property, because those are Client performance obligations rather than claims for Vision Logiq liability. Nothing in this Agreement limits liability that applicable law prohibits the parties from limiting.

26. Collections, Recovery Costs, and Enforcement

If Client fails to pay Amounts Due, Vision Logiq may pursue lawful collection through internal efforts, collection agencies, attorneys, arbitration, litigation, liens where applicable, enforcement of transfer conditions or security interests, service suspension, termination, and other lawful remedies.

Client shall be responsible, to the fullest extent recoverable, for unpaid balances, lawful interest, chargeback fees, bank fees, collection-agency fees, reasonable attorneys fees, court costs, arbitration costs, expert costs, process-service costs, filing fees, and other reasonable enforcement costs.

Vision Logiq may apply payments in any lawful order, including first to collection costs, interest, expenses, older invoices, and then current invoices. Acceptance of partial payment does not waive the remaining balance, default, or any ownership, confidentiality, intellectual-property, suspension, collection, or other right.

27. Dispute Notice, Good-Faith Resolution, Venue, and Emergency Relief

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. Subject to a mandatory arbitration provision in a signed agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in or serving Orange County, California, except where applicable law requires otherwise.

Before filing ordinary merits litigation, the parties shall make a good-faith effort to resolve the dispute through written notice and executive-level discussion. A dispute notice must identify the agreement or invoice involved, material facts, specific contractual provisions relied upon where reasonably known, the monetary amount at issue where applicable, and the requested resolution.

The pre-suit discussion requirement does not prevent Vision Logiq from seeking payment collection, provisional remedies, injunctive relief, temporary restraining orders, preservation orders, protection of Confidential Information or intellectual property, security-interest enforcement, or other emergency relief where legally appropriate.

To the extent permitted by law, the prevailing party in an action or proceeding to enforce this Agreement is entitled to recover reasonable attorneys fees and costs where such recovery is available by contract or statute.

28. Notices and Electronic Communications

Notices may be delivered by email to the most recent email address used by the receiving party for the engagement, by recognized courier, or by another written electronic channel regularly used by the parties. Email notice is effective when sent unless the sender receives an automated failure notice, except where applicable law requires another form of service.

Client shall keep billing and notice contact information current. A change of personnel, email address, business name, ownership, or internal responsibility does not invalidate notices properly sent to the last contact information supplied by Client.

29. Assignment, Subcontracting, and Successors

Vision Logiq may use employees, independent contractors, vendors, affiliates, AI tools, and specialist providers to perform portions of Services, subject to confidentiality and applicable law. Vision Logiq may assign this Agreement to an affiliate, successor, purchaser of substantially all relevant business assets, or financing/collection entity to the extent permitted by law.

Client may not assign or transfer this Agreement, payment obligations, licenses, or rights to Deliverables without Vision Logiq prior written consent, except in connection with a bona fide sale of substantially all Client business assets where the successor assumes all outstanding obligations in writing and the assignment does not materially increase Vision Logiq risk.

30. Force Majeure and Third-Party Dependencies

Vision Logiq is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, government action, utility failures, internet outages, cyberattacks, vendor failures, bank failures, platform outages, domain-registry failures, fires, floods, shortages, or material third-party policy or API changes. Performance deadlines are extended for the duration and reasonable recovery period of the event.

31. Survival

Payment, ownership, transfer conditions, security interests, confidentiality, intellectual-property restrictions, client-to-client confidentiality, no-weaponization, evidence preservation, non-interference, non-disparagement, indemnification, collections, limitation of liability, governing law, dispute resolution, and all provisions that by their nature should survive remain effective after suspension, termination, expiration, completion, or attempted cancellation.

32. Entire Agreement, Priority, No Oral Modification, Waiver, and Severability

This Agreement, together with applicable proposals, invoices, signed statements of work, order forms, policies expressly incorporated by reference, and written amendments, constitutes the parties commercial agreement regarding Services. A later signed statement of work controls only for the specific engagement and only to the extent it expressly conflicts with this Agreement.

No oral statement, informal conversation, silence, delay, prior course of dealing, acceptance of partial performance, or failure to enforce a provision modifies this Agreement. A waiver is effective only if expressly stated in writing by an authorized representative of the waiving party and applies only to the specific matter identified.

If any provision is held invalid or unenforceable, it shall be enforced to the maximum lawful extent or, where permitted, modified to the minimum extent necessary to make it enforceable while preserving the parties commercial intent. The remaining provisions remain in effect.

33. Version Control and Prospective Updates

The version of this Agreement applicable to an engagement is the version supplied, linked, referenced, or otherwise made available when the engagement was accepted, unless the parties later validly agree to an updated version or applicable law permits a prospective update. Vision Logiq may update this Agreement for future engagements and prospective Services. Vision Logiq may retain archived copies, timestamps, web records, invoice references, or other reliable evidence identifying the applicable version.

34. Contact Information

Vision Logiq Digital LLC Website: https://visionlogiq.com Email: kevin@visionlogiq.com Phone: (315) 503-7576

35. Optional Written Acknowledgment

A signature is not required where this Agreement is otherwise validly accepted under Section 3. The following acknowledgment may nevertheless be used with a statement of work, onboarding package, or enterprise engagement.