Terms and Conditions

Effective January 1, 2026
Version 2.2

These Terms and Conditions (“Agreement”) govern all services provided by Vicarious Agency (“Vicarious,” “Agency,” “we,” or “us”) to the undersigned client (“Client” or “you”). By executing a Service Agreement, proposal, subscription agreement, or by submitting payment for services, Client agrees to be legally bound by this Agreement.

These Terms apply to all services provided by Vicarious. In the event of any conflict between these Terms and a signed Service Agreement, the signed Service Agreement shall control for that specific service.

Vicarious provides professional marketing, branding, advertising, digital media, and content production services. Services may include, but are not limited to:

• Website design, development, and hosting
• Search Engine Optimization (SEO)
• Google Business Profile optimization
• Social media management
• Paid advertising management (Google Ads, Meta Ads, LSA)
• Email marketing
• Television, OTT, and Connected TV advertising
• Professional photography and videography

Not all services are included in every engagement. Only services expressly identified in the signed Service Agreement are included.

Vicarious retains sole and exclusive discretion over strategy, methodology, implementation, creative direction, structure, timing, targeting decisions, optimization methods, platform selection, scheduling, and execution of all services. While Client input may be considered, final strategic and creative decisions remain exclusively with Vicarious.

Vicarious may issue additional monthly invoices or amendments for expanded scope, new initiatives, additional features, integrations, emergency work, corrective work caused by Client or third-party interference, or restoration of services.

If included in the signed Service Agreement, Vicarious shall design and develop a custom WordPress website for Client.

Website Scope
The website package may include up to twenty (35) pages.

If Vicarious determines that additional pages, custom functionality, integrations, features, or structural modifications are necessary or requested, such additions may incur additional fees. Determination of additional scope shall be made at Vicarious’ sole discretion.

The website is designed for one business or legal entity of the Client. For purposes of this Agreement, a “business entity” is defined as a single legally recognized company operating under a distinct name with its own branding and services. Separate entities, brands, or subsidiaries may require separate agreements or additional fees.

Client Materials & Creative Control
Client authorizes Vicarious to use, reproduce, modify, adapt, and display any materials provided by Client, including but not limited to logos, brand assets, photography, video, graphics, and existing website content.

Client represents and warrants that it owns or has secured all necessary rights and permissions to use such materials and agrees to indemnify and hold Vicarious harmless from any claims arising from materials supplied by Client.

Client agrees to provide all necessary brand assets, logo files, images, videos, and other requested materials in a timely manner. If Client fails to provide requested materials within seven (7) days of request, Vicarious may:

• Proceed using placeholder or stock content,
• Use best available materials, or
• Pause development timelines without penalty.

Vicarious retains sole and exclusive creative control over the design, layout, structure, navigation, user experience, visual expression, and technical implementation of the website. While Client feedback may be considered, all final creative decisions remain at the discretion of Vicarious.

Development & Launch Acceptance
The official “Launch Date” shall be defined as the date the website is publicly accessible via its live domain.

By authorizing or allowing the website to go live, Client acknowledges and accepts the website as complete, satisfactory, and fully approved in its design, structure, content, copy, functionality, and presentation.

Once the website is live, it shall be deemed fully accepted. Any future changes, edits, redesigns, structural modifications, or enhancements shall be considered new work and may incur additional fees.

Development timelines are estimates only and depend on Client cooperation, timely approvals, asset delivery, and required access. Vicarious shall not be responsible for delays caused by Client.

Domain Ownership & DNS Access
Client is solely responsible for ownership, registration, renewal, and management of its domain name(s).

Client agrees to provide Vicarious with necessary DNS access or domain credentials no later than seven (7) days prior to the scheduled launch date.

Failure to provide timely access may result in delayed launch without penalty to Vicarious.

Vicarious is not responsible for domain expiration, DNS misconfigurations made by Client or previous entities, or disruptions caused by domain registrars.

Hosting & Maintenance
While under an active service agreement in good standing, Vicarious may provide:

• Hosting services
• Security monitoring and updates
• Software and system updates
• Performance monitoring
• Technical maintenance

Hosting and maintenance remain active only while Client maintains an active agreement and remains current on all payments. Hosting and website access may be restricted if the client does not maintain its billing cycle and or payment.

Vicarious does not guarantee uninterrupted uptime and shall not be liable for outages caused by hosting providers, data centers, internet service providers, cyberattacks, platform updates, or other events beyond its reasonable control.

Third-Party Plugins & Integrations
Any third-party plugin licenses, premium software subscriptions, APIs, or external tools required for website functionality are the sole financial responsibility of the Client unless otherwise agreed in writing.

Vicarious makes no representations or warranties regarding the continued performance, compatibility, availability, or security of third-party software or integrations.

Website Access & Third-Party Interference
While the website is under Vicarious’ hosting, management, care, and custody, Vicarious retains sole discretion regarding administrative access permissions.

If administrative or backend access is granted to Client, Client employees, or third-party vendors:

• Vicarious shall no longer be responsible for the performance, security, or functionality of the website in any capacity.
• Vicarious shall not be liable for errors, disruptions, data loss, malware, performance issues, or structural damage resulting from such access.
• Any investigation, repair, restoration, or corrective work may incur additional fees, regardless of fault determination.

Ownership Eligibility
Client becomes eligible for website ownership after:

• The website has been live for four (4) consecutive months from the Launch Date; and
• All applicable fees during that period have been paid in full and on-time.
• Website ownership can be adjusted by Vicarious only within signed agreement if mentioned, otherwise 4 consecutive months

Development time prior to launch does not count toward this period.

Early Termination Prior to Eligibility
If Client terminates services prior to completion of the four-month live period, Client shall be responsible for full payment of the remaining balance of the four-month minimum commitment as an early termination fee.

No website assets shall be released until all financial obligations are satisfied in full.

Transfer of Website Upon Termination
If Client elects to terminate services after satisfying ownership eligibility requirements, and all outstanding balances have been paid in full:

• Vicarious shall provide a packaged WordPress export file (ZIP format) of the live website as currently published at the time of termination.
• Client shall be solely responsible for all installation, configuration, compatibility, hosting setup, and post-transfer technical matters.
• Vicarious shall have no obligation to assist with migration or provide support after transfer unless separately agreed in writing.

Hosting services, proprietary systems, server environments, internal configurations, and maintenance services are not transferred.

Website Credit
Vicarious reserves the right to include a discreet credit in the website footer identifying Vicarious as the website designer or developer.

Removal of such credit during an active agreement without written consent may constitute a breach of this Agreement.

Upon full termination of services and proper transfer of the website, Client may remove the footer credit.

If included in the signed Service Agreement, Vicarious shall provide Local Search Engine Optimization (“SEO”) services for Client’s website.

SEO services are professional marketing services intended to improve online visibility over time. Client understands and agrees that SEO constitutes ongoing optimization efforts and consultation and is not a guaranteed performance, advertising, or lead-generation service. Vicarious fulfills its obligations by performing the agreed SEO services and consulting efforts regardless of specific ranking or business outcomes.

SEO services require a minimum commitment of ninety (90) days from the start date of SEO implementation.

SEO is a long-term marketing strategy and measurable results may require sustained effort over time. Client acknowledges that early performance fluctuations, ranking movement, or periods without measurable growth may occur and do not constitute non-performance of services.

Marketing vs Lead Generation

SEO services are intended to improve search visibility and online presence. Lead volume, phone calls, booked jobs, revenue, and return on investment depend on numerous additional factors outside the control of Vicarious, including but not limited to pricing, competition, seasonality, customer demand, service area coverage, customer reviews, response time, office staffing, internal sales processes, and business reputation.

Scope of Services

Local SEO – Sometimes referred to as the Essential Package

The Local SEO Essential package may include:

• On-page optimization of selected core pages
  • Metadata optimization (titles, descriptions, headers)
  • Keyword targeting strategy
  • Technical SEO improvements
  • Site structure optimization
  • Local search optimization
  • Search engine indexing and submission

The Essential package does not include backlink acquisition, expanded authority-building campaigns, or extensive content development unless expressly stated in the signed Service Agreement.

Local SEO – Sometimes referred to as the Expansion Package

The Local SEO Expansion package may include all services listed in the Essential package, plus:

• Advanced keyword research and competitive analysis
  • Ongoing content strategy recommendations
  • Technical SEO enhancements
  • Structured data implementation (if applicable)
  • Backlink acquisition and authority-building efforts
  • Expanded optimization of additional pages

Backlink acquisition efforts are performed at Vicarious’ discretion using industry best practices. Vicarious does not guarantee specific link placements, domain authority scores, ranking improvements, or performance outcomes.

No Guarantees

Client acknowledges SEO performance is influenced by numerous factors outside the control of Vicarious including, but not limited to:

• Search engine algorithm updates
  • Search engine policy changes
  • Competitor activity
  • Market conditions
  • Domain history and authority
  • Content availability
  • Technical limitations

Vicarious makes no guarantees regarding:

• Search rankings
  • Keyword positions
  • Traffic increases
  • Lead generation
  • Revenue growth
  • Specific performance metrics

Search engines and online directories retain sole discretion over how websites are indexed, ranked, filtered, suspended, penalized, or removed. Vicarious has no control over these decisions.

Client Responsibilities

Client agrees to provide:

• Website administrative access (if not hosted by Vicarious)
  • Hosting access (if applicable)
  • Google Search Console access
  • Analytics tracking access
  • Timely approvals for recommended updates

Failure to provide access, approvals, required information, or requested materials may delay or reduce effectiveness of SEO services without penalty to Vicarious.

If Client declines or restricts implementation of recommended SEO changes, Vicarious shall not be responsible for diminished performance.

Website Changes & Third-Party Interference

Vicarious is not responsible for negative performance impacts resulting from:

• Changes made by Client personnel
  • Actions of third-party vendors or web developers
  • Website redesigns or migrations
  • Plugin installations or removals
  • Hosting/server changes
  • Content deletion or modification
  • CRM integrations or call-tracking changes

If SEO work is overwritten, removed, or damaged by Client or a third party, restoration or reconstruction work will be billed at Vicarious’ standard hourly rate.

Website Migration & Platform Changes

Client agrees to notify Vicarious prior to any website redesign, domain change, CMS change, hosting change, platform migration, tracking change, or CRM integration that may affect website performance or analytics tracking. Failure to provide advance notice may negatively impact search visibility, indexing, and performance, and Vicarious shall not be held responsible for resulting ranking or traffic loss. Recovery or re-optimization following such changes may require additional billable work.

Tracking & Attribution

Vicarious may implement analytics tools, pixels, or call tracking for measurement purposes. Tracking tools provide estimated performance data and cannot capture all user behavior. Vicarious is not responsible for missed calls, unrecorded leads, call handling, internal staff response time, CRM configuration, or business processes affecting conversion of inquiries into customers.

Local Listings & Reviews

Local search visibility is influenced by factors including customer reviews, review frequency, ratings, proximity to searchers, and accuracy of business information across third-party platforms. Vicarious does not control customer behavior or third-party platforms, including Google Business Profile, and cannot guarantee local map placement or listing visibility.

External Factors

Vicarious is not responsible for:

• Algorithm updates
  • Ranking volatility
  • Search engine penalties or manual actions
  • Loss of rankings following domain, platform, or hosting changes
  • Suspension or filtering of business listings by search engines or directories

Client Content & Intellectual Property

Client represents that all text, images, logos, trademarks, and other materials supplied to Vicarious are owned by Client or properly licensed. Client agrees to indemnify and hold harmless Vicarious and its subcontractors from any claims, damages, or liabilities arising from the use of supplied materials.

If included in the signed Service Agreement, Vicarious shall provide Google Business Profile (“GBP”) optimization services for Client.

Google Business Profile services require a minimum commitment of ninety (90) days from the start date of implementation.

Access & Permissions
Client agrees to grant Vicarious administrative or “owner” access to Client’s Google Business Profile prior to commencement of services.

Vicarious may add additional team members to the Clients Google Business profile once access is granted.

Client represents and warrants that it is the lawful owner or authorized representative of the Google Business Profile and has full authority to grant such access.

Failure to provide or maintain required access may result in suspension or delay of services without penalty to Vicarious.

Revocation or restriction of access during active service may constitute a material breach of this Agreement.

Scope of Optimization
Google Business Profile optimization services may include:

• Profile information review and correction
• Optimization of business description and categories
• Product and service listing enhancements
• Addition and management of photos and video content
• Ongoing posting of updates, offers, or announcements (frequency determined at Vicarious’ discretion)
• Location accuracy and service area updates
• Messaging setup (if enabled)
• Basic Q&A monitoring and suggested responses
• Brand alignment of profile visuals and messaging

The specific scope and frequency of services may be determined in the signed Service Agreement and at the discretion of Vicarious.

Vicarious reserves the right to remove unauthorized photos, inaccurate information, outdated content, or content inconsistent with Client’s brand positioning at its discretion.

Reviews & Public Interactions
If review monitoring or response assistance is included:

• Vicarious may provide suggested responses to reviews.
• Final approval of responses may remain with Client unless otherwise agreed.

Vicarious is not responsible for:

• Negative reviews
• Removal of reviews
• Review filtering decisions made by Google
• Review disputes
• Review authenticity
• Review-related ranking changes

No Guarantees
Client acknowledges that Google controls all aspects of the Google Business Profile platform, including:

• Ranking visibility
• Local pack placement
• Profile suspensions
• Verification requirements
• Platform features and policy changes

Vicarious makes no guarantees regarding:

• Local search rankings
• Map pack placement
• Lead volume
• Call volume
• Direction requests
• Message inquiries
• Profile impressions

Platform & Suspension Disclaimer
Vicarious is not responsible for:

• Profile suspensions
• Account restrictions
• Verification failures
• Policy violations imposed by Google
• Changes to platform functionality
• Loss of access caused by Client actions

If a profile is suspended or restricted, Vicarious may assist with reinstatement efforts at its discretion, which may incur additional fees.

If included in the signed Service Agreement, Vicarious shall provide social media management services for Client.

Platforms Covered
Social media management primarily includes Facebook and Instagram unless otherwise specified in the signed Service Agreement.

Additional platforms such as YouTube, TikTok, or other social channels may be included at Vicarious’ discretion or as identified in writing.

Only the platforms designated by Vicarious for management shall be included in services.

Administrative Access
Client agrees to grant Vicarious full administrative-level access to all designated social media platforms prior to commencement of services.

Client represents and warrants that it has full authority to grant such access.

Failure to provide or maintain required administrative access may result in suspension or delay of services without penalty to Vicarious.

Revocation or restriction of administrative access during active service may constitute a material breach of this Agreement.

Scope of Management Services
Social media management services may include, but are not limited to:

• Content planning and strategic direction
• Creation of branded graphics, captions, and short-form video
• Scheduling and publishing content
• Platform optimization
• Brand alignment of messaging
• Use of Client-provided materials
• Use of Vicarious-produced content
• Profile updates and enhancements
• Promotional or seasonal content
• Reels or short-form video publishing
• Cross-platform content distribution

The inclusion of any specific activity is not guaranteed unless expressly agreed in writing.

Content Delivery & Creative Discretion
Vicarious retains sole and exclusive discretion over:

• Posting frequency
• Content volume
• Scheduling and timing
• Platform selection
• Visual style and creative direction
• Captions, hashtags, and messaging
• Content themes and strategy

Social media services are provided based on the overall monthly engagement described in the Service Agreement and are not contingent upon a fixed number of posts unless expressly stated in writing.

While Client input may be considered, Vicarious is not obligated to implement Client-directed content strategies or posting instructions that conflict with its professional judgment or overall strategy.

Client Responsibilities
Client agrees to:

• Provide accurate business information
• Provide timely promotional details or seasonal updates
• Supply requested brand assets when needed
• Grant full admin access to all managed platforms.

Failure to provide timely materials may affect strategy execution without penalty to Vicarious.

Platform & Public Interaction Disclaimer
Vicarious is not responsible for:

• Negative comments or reviews
• Platform suspensions or restrictions
• Algorithm changes
• Reduced reach or engagement
• Account penalties imposed by the platform
• Customer service inquiries, direct messages, or public interactions unless separately agreed in writing

Social media platforms are controlled by third-party entities, and performance is subject to their policies and algorithm changes.

Paid Social Advertising
Organic social media management does not generally include paid advertising campaigns, boosted posts, or Meta Ads management.

If paid social advertising is included, it shall be expressly identified in the signed Service Agreement (e.g., “Social Media Management with Ads” or similar designation).

When paid social advertising services are included:

• Vicarious may create and manage advertising campaigns on platforms such as Meta (Facebook and Instagram).
• Client shall provide and maintain a valid credit card or payment method for all advertising spend directly with the advertising platform.
• Client is solely responsible for all advertising costs, platform charges, taxes, fees, and any budget overages incurred.
• Client agrees to give Vicarious full admin access to the Clients Business Ads Manager account and Meta Business Suite.
• Vicarious may use Ai enhanced imagery and or videos in ad campaigns.

Vicarious shall not be liable for:

• Advertising spend fluctuations
• Platform billing errors
• Budget overruns
• Changes in advertising costs
• Performance of advertising campaigns

Management fees for paid social advertising, if applicable, shall be separate from advertising spend and identified in the signed Service Agreement.

Performance Disclaimer
Vicarious makes no guarantees regarding:

• Follower growth
• Engagement rates
• Lead generation
• Sales conversions
• Platform reach
• Virality

Social media performance is influenced by numerous factors outside Vicarious’ control. Vicarious reserves all creative control and strategy for social ad campaigns and ad content.

If included in the signed Service Agreement, Vicarious shall provide paid advertising management services for Client, which may include Google Ads and/or Google Local Services Ads (“LSA”).

Scope of Services
Paid advertising services may include:

• Custom landing page creation for campaigns
• Campaign strategy and planning
• Keyword research and targeting
• Ad copy creation
• Creative asset development
• Campaign setup and configuration
• Bid strategy management
• Budget allocation recommendations
• Geographic and demographic targeting
• Conversion tracking setup (if feasible)
• Ongoing monitoring and optimization
• Performance review and adjustments

The specific scope of services shall be limited to what is identified in the signed Service Agreement.

Advertising Budget & Payment Responsibility
Client shall provide and maintain a valid payment method directly with the advertising platform for all advertising spend.

Client is solely responsible for:

• All advertising spend
• Platform fees
• Taxes
• Lead charges (including LSA lead charges)
• Budget overages
• Billing disputes with the platform

Vicarious does not collect or hold advertising spend unless otherwise agreed in writing.

Management fees charged by Vicarious are separate from advertising spend and are not dependent on campaign performance.

Budget Adjustments
Client may request budget adjustments with reasonable written notice. However, Vicarious is not responsible for:

• Platform delays in implementing changes
• Charges incurred prior to budget changes taking effect
• Automated bid fluctuations
• LSA lead charge variances

Advertising platforms operate on automated bidding systems that may cause daily fluctuations.

Google Local Services Ads (LSA)
For LSA campaigns:

• Client acknowledges that Google determines lead eligibility, ranking, and pricing.
• Vicarious has no control over lead quality, volume, or cost.
• Client is solely responsible for disputing leads directly with Google.
• Vicarious is not responsible for refunded or non-refunded disputed leads.

LSA lead charges are determined exclusively by Google.

Account Access & Ownership
Client agrees to provide Vicarious with administrative access to all necessary Google Ads and LSA accounts.

If Client restricts, revokes, or interferes with account access, Vicarious shall not be responsible for performance disruptions.

Vicarious is not responsible for:

• Account suspensions
• Policy violations
• Disapprovals of ads
• Account shutdowns
• Changes in Google advertising policies

No Guarantees
Client acknowledges that paid advertising performance is influenced by numerous factors outside the control of Vicarious.

Vicarious makes no guarantees regarding:

• Lead volume
• Cost per lead
• Return on ad spend
• Revenue
• Ranking position
• Conversion rates

Third-Party & Tracking Disclaimer
Conversion tracking and analytics rely on third-party systems. Vicarious is not responsible for:

• Tracking inaccuracies
• Attribution discrepancies
• Reporting errors caused by platform updates
• Data discrepancies between platforms

If included in the signed Service Agreement, Vicarious shall provide email marketing services for Client.

Scope of Services
Email marketing services may include:

• Development of branded email template
• Creation of promotional or seasonal campaign content
• Special offer announcements
• Custom branded high quality content
• Customer re-engagement campaigns (if applicable)
• Basic list segmentation recommendations (if applicable)
• Scheduling and deployment of campaigns
• Basic performance review of open and click metrics (if applicable)

The frequency and volume of campaigns shall be determined at Vicarious’ discretion unless otherwise specified in writing.

Client Responsibilities
Client shall:

• Provide a valid, permission-based email list
• Ensure all recipients have opted in to receive communications
• Provide accurate promotional details, pricing, and offer terms
• Maintain compliance with applicable laws and regulations
• Provide access to the Clients email account system, ie: MailChimp

Client represents and warrants that its email list complies with all applicable email marketing laws, including but not limited to CAN-SPAM and any other relevant regulations.

Vicarious is not responsible for any claims, penalties, or liabilities arising from Client’s failure to obtain proper consent from recipients.

Platform & Deliverability Disclaimer
Client acknowledges that email deliverability is influenced by numerous factors outside Vicarious’ control.

Vicarious makes no guarantees regarding:

• Open rates
• Click-through rates
• Inbox placement
• Deliverability rates
• Revenue generated from email campaigns

Third-Party Platforms
Email campaigns may be delivered through third-party email marketing platforms. Client is responsible for platform subscription fees, list compliance, and account standing.

Vicarious is not responsible for account suspensions, deliverability restrictions, or policy violations imposed by email service providers.

If included in the signed Service Agreement, Vicarious may provide television commercial production, OTT (Over-The-Top), and/or Connected TV (CTV) advertising services for Client.

Scope of Services
Services may include:

• Creative concept development
• Scriptwriting
• Pre-production planning
• On-site video production
• Filming and content capture
• Editing and post-production
• Formatting for television or streaming distribution
• Placement on relevant platforms based on Client’s target audience, market, and industry (if included in the Service Agreement)

The specific scope of production and distribution services shall be defined in the signed Service Agreement.

Creative Control
Vicarious retains sole and exclusive discretion over:

• Creative direction
• Script development
• Visual style
• Editing decisions
• Commercial format and runtime
• Platform selection and distribution strategy

Client acknowledges that final creative decisions rest exclusively with Vicarious.

Production Payment Terms
All television, OTT, and CTV production services require 100% prepayment prior to scheduling or commencing production.

Production dates will not be reserved until payment has been received in full.

All production payments are non-refundable once production has commenced or production resources have been reserved.

Production Scheduling & Rescheduling
Client agrees to ensure availability of necessary personnel, facilities, and locations on confirmed shoot dates.

If Client requests rescheduling of a confirmed production date, a non-refundable rescheduling fee of five hundred dollars ($500) shall apply.

Additional costs incurred due to rescheduling may also be billed to Client.

Deliverables
Client shall receive the completed and finalized commercial creative file formatted for agreed distribution platforms.

Raw footage, project files, editing files, and unused materials are not included and remain the exclusive property of Vicarious.

Media Spend & Placement
If advertising placement or distribution is included:

• Client is solely responsible for all media spend and platform advertising costs.
• Vicarious does not guarantee placement frequency, reach, impressions, audience engagement, or performance outcomes.

Advertising networks and streaming platforms control distribution algorithms, inventory availability, and pricing.

No Performance Guarantees
Vicarious makes no guarantees regarding:

• Lead generation
• Revenue
• View counts
• Audience reach
• Brand lift
• Return on ad spend
• Campaign performance

Permissions & Liability
Client is solely responsible for obtaining all required:

• Talent releases
• Location releases
• Permissions for use of third-party property, logos, likenesses, or intellectual property

Client agrees to indemnify and hold Vicarious harmless from any claims arising from failure to secure required permissions.

Vicarious is not responsible for platform rejections, policy violations imposed by broadcasters or streaming platforms, or advertising policy changes.

Client agrees to pay all fees as outlined in the signed Service Agreement.

Automatic Billing
Unless otherwise stated in writing, recurring service fees shall be automatically billed monthly to the payment method provided by Client at the first of each month. Client agrees to maintain a valid and current payment method on file at all times. If a payment method expires, is declined, or otherwise fails, Client must provide updated payment information within three (3) business days of notification. Failure to maintain valid payment information constitutes a material breach of this Agreement.

Non-Payment & Suspension
If payment is not received within three (3) days of the due date, Vicarious reserves the right to:
• Immediately suspend services
• Pause advertising campaigns
• Disable or take offline the Client’s website, and or creative assets
• Withhold deliverables
• Terminate the Agreement

Vicarious shall not be liable for any performance disruption, loss of traffic, loss of revenue, ranking loss, or reputational impact resulting from suspension due to non-payment.

Reinstatement of services may require full payment of all outstanding balances, late fees, and administrative or reinstatement fees.

Late Fees
Overdue balances shall incur a late fee of 3.5% per week (or the maximum amount permitted by law), applied to the outstanding balance until paid in full.

Client agrees to reimburse Vicarious for any costs incurred in collecting overdue amounts, including attorney’s fees, court costs, administrative fees, and collection agency fees.

Invoice Disputes
Any dispute regarding an invoice must be submitted in writing within five (5) days of the invoice date.

If no written dispute is received within five (5) days, the invoice shall be deemed accepted and valid.

Additional Services & Invoices
Services outside the agreed scope may be billed separately.

Vicarious may issue additional invoices for:
• Expanded scope of work
• New initiatives
• Additional features
• Emergency work
• Corrective work caused by Client or third-party interference
• Restoration of services

Such invoices shall be due according to the same payment terms as recurring services.

Advertising Spend
Advertising spend (including Google Ads, LSA, Meta Ads, or other paid platforms) is separate from management fees.

Client is solely responsible for all advertising spend, platform fees, taxes, lead charges, and budget overages.

Vicarious is not responsible for billing discrepancies, platform charges, advertising fluctuations, or platform-imposed fees.

No Refund Policy
All payments made to Vicarious are final and non-refundable. Client acknowledges, that the Initial Payment represents the commencement of services and is earned upon initiation of work and therefore non-refundable. Due to the proprietary, creative, strategic, and time-based nature of services provided, no refunds shall be issued under any circumstances.

Chargebacks & Payment Disputes
Client expressly agrees not to initiate or attempt any chargeback, payment reversal, or financial dispute for properly authorized charges. Any chargeback, reversal, or payment dispute shall constitute a material breach of this Agreement.

In the event of a chargeback or payment dispute, Vicarious reserves the right to:
• Immediately suspend or terminate all services
• Disable or take offline the Client’s website, and creative assets
• Pause all advertising campaigns
• Withhold any deliverables

All reversed funds shall become immediately due and payable.

Client shall be responsible for all administrative fees, banking fees, legal fees, and collection costs associated with recovering disputed funds. Client further agrees that initiation of a chargeback does not relieve Client of payment obligations and agrees not to initiate additional chargebacks related to this Agreement.

Term
This Agreement shall begin on the effective date of the signed Service Agreement and shall continue for an initial term of twelve (12) months unless otherwise expressly stated in writing within the signed Service Agreement.

If the signed Service Agreement specifies a different initial term (e.g., three (3) months, six (6) months, etc.), that specified term shall govern the initial commitment only.

Automatic Renewal
Upon expiration of the initial term, this Agreement shall automatically renew for successive twelve (12) month terms unless terminated in accordance with the provisions below.

Termination by Client
Client may terminate this Agreement by providing no less than sixty (60) days prior written notice.

Notice must be delivered either:

• By certified mail to an address provided by Vicarious upon request; or
• By email, provided that such email is expressly acknowledged in writing by Vicarious.

An unacknowledged email shall not constitute valid notice. All fees, services, and obligations remain in effect during the notice period.

Failure to provide proper notice shall result in automatic renewal of the Agreement.

Termination by Vicarious
Vicarious may terminate this Agreement:

• With thirty (30) days written notice for any reason; or cause at Vicarious sole discretion.
• Immediately upon Client breach of this Agreement.

Immediate Termination for Breach
Vicarious may immediately terminate or suspend services without notice if Client:

• Fails to make timely payment
• Initiates a chargeback or payment dispute
• Revokes required platform access
• Interferes with service execution
• Violates advertising platform policies
• Engages in unlawful conduct
• Breaches any material provision of this Agreement

Upon termination for breach:

• All outstanding balances shall become immediately due and payable.
• Vicarious reserves the right to disable website hosting, pause advertising campaigns, and withhold deliverables.

Effect of Termination
Termination of this Agreement does not relieve Client of any payment obligations incurred prior to termination. Any provisions relating to payment, ownership, intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution shall survive termination.

To the fullest extent permitted by law, Vicarious shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, business interruption, reputational harm, or loss of goodwill arising out of or related to this Agreement or the services provided.

Vicarious makes no guarantees regarding performance outcomes, including but not limited to leads, revenue, rankings, engagement, advertising results, or business growth.

The maximum aggregate liability of Vicarious for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Vicarious during the three (3) months immediately preceding the event giving rise to the claim.

Client agrees to indemnify, defend, and hold harmless Vicarious, its owners, employees, contractors, and affiliates from and against any claims, damages, liabilities, losses, costs, or expenses (including attorney’s fees) arising out of or related to:

• Client-provided materials or content
• Client’s failure to obtain proper permissions or releases
• Violations of advertising or email marketing laws
• Inaccurate business information supplied by Client
• Client’s breach of this Agreement
• Client’s misuse of services or platforms

This indemnification obligation shall survive termination of this Agreement.

Both parties agree to maintain the confidentiality of non-public information disclosed in connection with this Agreement.

Confidential information includes, but is not limited to:

• Pricing structures
• Marketing strategies
• Campaign data
• Proprietary processes
• Account access credentials
• Business and financial information

Confidential information shall not be disclosed to any third party without prior written consent, except as required by law.

This confidentiality obligation shall survive termination of this Agreement.

In the event of any dispute arising out of or related to this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiation.

If the dispute cannot be resolved informally, it shall be resolved exclusively through binding arbitration conducted in Collin County, Texas.

The parties waive the right to a jury trial and agree that arbitration shall be the sole and exclusive method of dispute resolution.

Each party shall bear its own legal fees and costs unless otherwise determined by the arbitrator.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

During the term of this Agreement and for a period of twelve (12) months following termination, Client agrees not to directly or indirectly solicit, hire, contract with, or engage any employee, contractor, or representative of Vicarious who was involved in providing services to Client.

This restriction does not prohibit Client from hiring individuals who respond to a general public job posting not specifically directed at Vicarious personnel.

Client acknowledges that this provision is reasonable and necessary to protect Vicarious’ business interests.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Any invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

Vicarious shall not be liable for any failure or delay in performance under this Agreement caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, severe weather, power outages, internet service interruptions, cyberattacks, data breaches, governmental actions, regulatory changes, labor disputes, supply chain disruptions, platform outages, hosting provider failures, pandemics, epidemics, civil unrest, war, terrorism, or changes imposed by third-party platforms or service providers.

In the event of a force majeure occurrence, Vicarious’ obligations shall be suspended for the duration of such event. If such event continues for more than thirty (30) consecutive days, Vicarious may terminate affected services without liability.

INDEPENDENT CONTRACTOR STATUS

Vicarious is an independent contractor and is not an employee, partner, joint venturer, agent, or legal representative of Client. Nothing contained in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

Vicarious retains sole control over the manner and means by which services are performed and shall be solely responsible for payment of its employees, contractors, taxes, insurance, and benefits.

ELECTRONIC SIGNATURES & ACCEPTANCE

This Agreement may be executed and accepted electronically, including through digital signature platforms, electronic acknowledgment, email confirmation, or submission of payment.

Electronic signatures and electronic acceptance shall have the same legal force and effect as original handwritten signatures.

Client’s submission of payment for services constitutes acceptance of these Terms and Conditions.

WAIVER

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

No waiver shall be effective unless in writing and signed by the party granting the waiver.

ASSIGNMENT

Client may not assign, transfer, delegate, or subcontract any rights or obligations under this Agreement without the prior written consent of Vicarious.

Vicarious may assign or transfer this Agreement to an affiliate, successor entity, or purchaser of its business without Client consent.

Any attempted assignment in violation of this section shall be void.

CLASS ACTION WAIVER

Client agrees that any dispute arising out of or relating to this Agreement shall be resolved solely on an individual basis and not as part of any class, collective, consolidated, or representative action.

Client expressly waives any right to participate in or initiate a class action, collective action, or representative proceeding against Vicarious.

INTELLECTUAL PROPERTY – GENERAL OWNERSHIP

Except where ownership is expressly transferred under the Website Ownership section of this Agreement, all proprietary systems, processes, methodologies, campaign structures, templates, creative frameworks, scripts, advertising structures, automation sequences, analytics configurations, backend systems, strategic processes, and internal operational systems developed or utilized by Vicarious shall remain the exclusive property of Vicarious.

Client receives a limited, non-exclusive, non-transferable license to use deliverables solely for its internal business purposes during the term of active services.

No ownership rights are transferred except where explicitly stated in this Agreement.

INSURANCE DISCLAIMER

Client acknowledges that Vicarious is not an insurer or guarantor of Client’s business performance, marketing outcomes, advertising results, or financial success.

Client remains solely responsible for maintaining appropriate business insurance coverage, including but not limited to general liability, professional liability, cyber liability, and any other coverage deemed appropriate for Client’s operations.

LIMITATION ON RELIANCE

Client acknowledges that it has not relied upon any representation, statement, promise, projection, guarantee, or warranty not expressly set forth in this Agreement.

Client further agrees that no oral statements, sales presentations, marketing materials, proposals, or discussions shall modify, expand, or alter Vicarious’ obligations beyond those expressly written herein.

Vicarious reserves the right to modify, update, or amend these Terms and Conditions at any time, at its sole discretion, to reflect changes in services, pricing, legal requirements, or business practices. Updated Terms shall become effective upon publication on Vicarious’ website or written notice to Client. Client agrees to periodically review the Terms and Conditions for updates. Continued use of services after such updates constitutes acceptance of the revised Terms.

These Terms and Conditions, together with the signed Service Agreement, constitute the entire agreement between Vicarious and Client and supersede all prior agreements, representations, communications, or understandings, whether oral or written. No modification or waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties, except for updates made pursuant to the Right to Amend section above. Client acknowledges that it has read, understood, and agreed to these Terms and Conditions and that no reliance has been placed on any representation not expressly set forth herein.

END OF TERMS AND CONDITIONS