Terms and Conditions

These Terms and Conditions (“Agreement”) establish the binding legal relationship between Vicarious Agency (“Vicarious” or “Agency”) and the Client (“Client”) for the provision of professional services, including but not limited to website development, branded content creation, social media management, and any other services specified in the proposal, statement of work, or monthly subscription plan. By engaging Vicarious’ services, the Client agrees to be bound by the terms outlined in this Agreement. This Agreement supersedes any prior oral or written agreements and constitutes the entire understanding between the parties regarding the services provided by Vicarious. Any amendments or modifications to this Agreement must be in writing and signed by both parties to be enforceable. The Client acknowledges that compliance with this Agreement is essential to the successful execution of the services and agrees to adhere to all terms, including payment obligations, access provisions, and responsibilities outlined herein.

Vicarious agrees to provide the Client with professional services as specified in the agreed-upon Client Agreement, statement of work, or subscription plan. These services may include, but are not limited to:

• Website Design, Development, and Hosting: The design, development, and ongoing subscription-based hosting of a website through the Vicarious Content Management System (“VCMS”). This includes regular maintenance, updates, and security measures to ensure optimal performance.
• Branded Content Creation: The creation of high-quality branded content, including but not limited to photography, videography, and other digital assets, tailored to enhance the Client’s brand visibility and marketing efforts.
• Social Media Management: Comprehensive social media management services, including content strategy development, scheduling and posting of engaging content to drive engagement and brand recognition.
• Paid Advertising: The management and optimization of paid advertising campaigns across platforms such as Google Ads, Meta Ads (formerly Facebook and Instagram), and others. This includes ad creative development, targeting strategies, and budget management to generate leads, enhance brand visibility, and drive measurable results.
• Television Commercials and OTT: The creation and production of television commercials and OTT (Over-The-Top) advertisements. These professionally crafted commercials are designed to align with the Client’s marketing strategy, featuring cohesive messaging and optimized for maximum audience engagement.
• Email Marketing: The development and execution of email marketing campaigns to engage the Client’s audience with promotional messages, updates, and branded content. This includes creating customized templates and managing campaigns to drive traffic and conversions while adhering to email marketing regulations.

All services will be delivered in accordance with Vicarious’ professional standards and expertise. Vicarious retains full creative control and discretion over the methodologies, strategies, and tools used to execute these services effectively. The Client acknowledges that their cooperation, including timely communication, provision of necessary resources, and adherence to the terms outlined in this Agreement, is essential for Vicarious to successfully deliver these services. Any delays, restrictions, or failure to provide required resources may impact service timelines and results and may incur additional fees as outlined in this Agreement.

The Client agrees to pay all monthly subscription fees in full as specified in the Client Agreement. All payments will be automatically billed on the first of each month using the credit card on file and will recur monthly until the Agreement is terminated in accordance with its terms. The Client acknowledges and agrees that it is their responsibility to ensure that the credit card on file is valid, active, and has sufficient funds to cover all charges. If the credit card on file expires, is declined, or otherwise becomes invalid, the Client must provide updated payment information within five (5) business days of notification by Vicarious. Failure to do so will constitute a material breach of this Agreement. A late payment fee of 1.5% per month, or the highest rate permitted by law, will be applied to overdue payments. In addition, a 3% charge for credit card processing may be applicable and will be included in the total invoice amount. The Client agrees that all fees, including late payment fees, processing charges, and other incurred costs, are non-refundable under any circumstances. If payment is not received within 7 days of the due date, Vicarious reserves the right to suspend or terminate services, including but not limited to deactivating the Client’s website, pausing advertising campaigns, and discontinuing social media management. Reinstatement of services will be at Vicarious’ sole discretion and may require the Client to pay all outstanding amounts, including any applicable late fees, reinstatement fees, and additional administrative costs incurred as a result of the delay. Vicarious also reserves the right to recover any fees and costs associated with the collection of overdue payments, including but not limited to attorney fees, court costs, and collection agency fees. The Client acknowledges that timely payment is a material term of this Agreement and that non-payment or delayed payment may cause irreparable harm to Vicarious’ ability to deliver services effectively.

The Brand Makeover Package is a comprehensive service designed to transform a business’s online presence and customer experience through professional branding, dynamic content creation, and platform optimization. This package includes the following components:

1. Custom Website Build

• A brand-new, dynamic website featuring a captivating video background and high-quality original content to engage visitors and showcase the Client’s brand.
• Video content and photography will be centered around the Client’s people, products, and processes, authentically highlighting the unique aspects of their business.
• All content will be captured in high-resolution photography and 4K video to ensure exceptional quality and a professional presentation.
• The package includes:
  • Up to 3 Service Videos highlighting the Client’s key services.
  • Up to 5 Product Videos showcasing the Client’s offerings.
  • 1 Brand Video to establish the Client’s identity and values.
  • 1 Additional Component Video tailored to the Client’s specific needs, such as financing, training, hiring, or other operational elements.
  • A customer Testimonial video featuring interviews with 3 satisfied customers to build trust and credibility, with an optional upgrade to include 5 customer testimonials and a customer experience story providing a compelling narrative of the Client’s impact.
  • High-Resolution Photography capturing the essence of the Client’s brand, business, and operations to complement video content and enhance their online presence.

2. Social Media Platform Transformation

• Comprehensive rebranding and optimization of the Client’s Facebook and Instagram platforms.
• A branded Facebook cover and 12 posts that aligns with the Client’s new identity.
• Two Weeks of Branded Social Media Posts, including:
  • 16 Instagram branded Posts showcasing the Client’s updated brand and offerings.
  • 8 Instagram branded Reels designed to drive engagement and highlight dynamic content.
  • 10 Facebook Content Posts, featuring a mix of high-resolution photos and videos to engage the audience and promote the Client’s new branding.

3. Email Marketing Enhancements

• A professionally designed branded email template for special offers and promotions.
• An email list reactivation strategy to engage dormant customers and boost customer retention.

This Brand Makeover Package is specifically designed to transform the Client’s branded online website and social media presence while delivering a completely revamped online customer experience. By leveraging high-resolution photography, 4K video content, innovative social media strategies, and engaging email campaigns, Vicarious ensures that the Client’s brand resonates with their audience, drives engagement.

The website created for the Client is part of Vicarious’ Content Management System (“VCMS”) and will be hosted and managed exclusively by Vicarious. Management includes regular maintenance, technical support, updates to ensure optimal performance, and implementation of security measures to protect the website and its data. Vicarious retains full authority and control over the website to ensure its functionality and alignment with the agreed-upon goals. The website remains owned and controlled by Vicarious at all times during the relationship with the Client. Vicarious will design and develop a branded, dynamic website for the Client that provides a seamless mobile experience complementing the desktop version. The website will showcase the Client’s brand and business using high-quality videos and photos. The website will include a branded company video, up to 3 service videos showcasing the Client’s offerings, up to five product videos highlighting the Client’s products, and additional videos such as hiring or training videos, financing options, and customer testimonials, as deemed necessary by Vicarious. Vicarious will also create and include any landing pages necessary to support the Client’s marketing and operational goals. The management and operation of the server will ensure optimal performance and user experience. Necessary updates to the website, including feature enhancements and security patches, will be provided as required. Vicarious will implement and manage a basic launch Search Engine Optimization (SEO) strategy to improve the website’s visibility and search engine performance. All content, including videos, photos, and copywriting for the website, is proprietary and remains the sole property of Vicarious at all times. The Client agrees not to modify, duplicate, distribute, or use this content for any purpose outside the scope of this Agreement without prior written consent from Vicarious. In the event the Client decides to sell their business, the website may be purchased for a one-time fee. The created website will contain up to 35 pages, with any additional pages potentially incurring additional fees. The website is included as part of the monthly subscription, which encompasses the VCMS platform on which it is based. As long as the Client maintains an active relationship with Vicarious and fulfills the monthly subscription payments, Vicarious will provide continued hosting, maintenance, and management of the website. The website created by Vicarious is designed for one business or entity of the Client. For the purposes of this Agreement, a “business or entity” is defined as a single, legally recognized company or organization operating under a distinct name, with its own branding and services. If the Client operates multiple locations, subsidiaries, or separate lines of business, each may be considered a separate entity and require additional subscriptions or fees.

Vicarious will implement and manage SEO best practices to enhance the website’s visibility and search engine performance. These best practices include optimizing website structure, content, and metadata to improve search rankings and user experience. Efforts will be aligned with current search engine algorithms and trends to maximize effectiveness, focusing on optimizing the website for relevant search terms, improving overall site structure, and ensuring proper indexing by search engines. While Vicarious strives to achieve the best possible results using proven industry practices, we make no guarantees regarding specific rankings, traffic levels, or revenue increases from SEO efforts. In addition to the standard SEO Launch package, Vicarious offers an upgraded SEO Plus package for clients seeking more extensive optimization services. This package includes advanced keyword research, ongoing high-quality backlink acquisition, in-depth competitive analysis, enhanced technical SEO, and regular performance reporting. These advanced services aim to deliver greater search engine visibility and a stronger competitive edge. Please note that the SEO Plus package requires an additional fee and is not included in the standard monthly subscription. For all additional services beyond the agreed scope of the standard SEO package, separate agreements and pricing will apply.

At the execution of this Agreement, the Client will grant Vicarious full access to all necessary social media platforms, including administrative rights for platforms such as Facebook and Instagram. This access authorizes Vicarious to create, schedule, and post content, manage platform settings, and optimize engagement as required to fulfill the agreed-upon social media management services. This access provides Vicarious the authority to post content on the Client’s behalf. Vicarious will create branded content focused on the Client’s people, products, and processes, ensuring a cohesive online brand experience across the Client’s social media platforms, website, and other touchpoints. The Client agrees to cooperate fully by providing necessary information, materials, and approvals to ensure the effectiveness and timely execution of content creation. Vicarious will strive to create a cohesive brand message on each platform that is positive for the Client and its prospective audience, aiming to increase brand visibility, drive website traffic, and generate leads. Additionally, Vicarious will endeavor to produce engaging and relevant content for distribution across all managed social media platforms. The Social Media Management subscription includes the creation and posting across the Client’s social media platforms. Clients who upgrade to the Social Media Plus package may include video reels, service and product promotions, and specialized content tailored to specific platform requirements. All content and copy created for social media management, including videos, photos, reels is proprietary to Vicarious and managed exclusively through Vicarious’ Content Management System. This content is protected under applicable intellectual property laws, and the Client acknowledges that Vicarious retains exclusive ownership and full rights to use, modify, and distribute the content as necessary to fulfill its services. Unauthorized use, duplication, or distribution of proprietary content is strictly prohibited without prior written consent from Vicarious. Social media posts may include special offers, promotions, and campaigns provided by the Client and promoted by Vicarious on the managed platforms. The Client acknowledges that any restriction of access to the necessary social media platforms constitutes a material breach of this Agreement. In the event of such a breach, Vicarious reserves the right to immediately suspend or terminate social media management services. Furthermore, the Client agrees to indemnify Vicarious for any losses or damages arising from the restriction, including additional costs incurred or negative impacts on campaign performance. In such instances, Vicarious reserves the right to suspend or terminate social media management services immediately. Vicarious will not respond to or handle any customer service inquiries, complaints, or issues on behalf of the Client through social media platforms. All customer service-related matters remain the sole responsibility of the Client and their customer service team. Additionally, Vicarious reserves the right to remove any employee or client posts on any managed social media platforms if deemed detrimental to active social media campaigns or the overall brand messaging. Detrimental posts may include, but are not limited to, content that is offensive, misleading, conflicts with the agreed-upon brand strategy, or negatively impacts the performance of active campaigns. This determination shall be made solely at Vicarious’ discretion to protect the integrity and objectives of its social media management services.

Vicarious will utilize the Client’s provided email list to engage their customers with special promotions, offers, and branded content. This includes designing and executing email campaigns that align with the Client’s brand strategy and objectives. Vicarious will create customized email templates and content, including promotional messages, updates, and other communications, to enhance customer engagement and drive traffic to the Client’s website or services. The Client agrees to provide an accurate, opt-in email list and ensures that all recipients have consented to receive marketing communications in compliance with applicable laws and regulations, including but not limited to CAN-SPAM and GDPR requirements. Vicarious assumes no liability for issues arising from non-compliance with email marketing laws due to inaccuracies or deficiencies in the Client-provided email list. All email content, templates, and designs created by Vicarious are proprietary and remain the exclusive property of Vicarious unless otherwise agreed upon in writing.

If included in the Client Agreement, Vicarious will manage the Client’s paid advertising campaigns, including but not limited to Google Ads, Meta Ads (formerly Facebook and Instagram), or other associated platforms. Campaigns will be designed using industry best practices to generate leads, promote special offers, and enhance brand visibility. Vicarious will create and optimize ad creatives, targeting strategies, and budgets to achieve the best possible outcomes within the scope of the Client’s marketing objectives and budget. The Client agrees to allocate an appropriate monthly advertising budget, which will be used solely for ad spend on the designated platforms. Vicarious may charge a management fee equal to a minimum of 10% of the monthly ad spend in addition to the Client’s monthly subscription fee. If the Client’s monthly advertising budget exceeds $35,000 total, the Client must provide a reserve retainer equal to the monthly ad spend to be held in escrow by Vicarious. This retainer will be used to cover any overages incurred during the campaigns and ensure uninterrupted execution of advertising strategies. The Client further acknowledges that all fees, including management fees, retainers, and advertising budgets, are non-refundable under any circumstances. The Client agrees to provide Vicarious with full administrative access to the Client’s Google My Business profile, Google advertising accounts, and any other necessary platforms or accounts required to execute and optimize paid advertising campaigns. The Client must ensure that all credentials, accounts, and payment methods associated with these platforms are valid, active, and fully functional throughout the duration of the Agreement. Failure to provide or maintain access constitutes a material breach of this Agreement, and Vicarious reserves the right to suspend services, adjust timelines, or terminate the Agreement entirely. If the Client wishes to pause or adjust any advertising campaigns, budgets, or strategies, they must provide Vicarious with a minimum of 24 hours’ written notice. Vicarious reserves the right to implement changes within a reasonable timeframe following this notice. Failure to provide adequate notice may result in continued ad spend or delays in implementing requested changes, for which Vicarious will not be held liable. The Client acknowledges that while Vicarious will employ its expertise and professional judgment to achieve the best possible results, no guarantees are made regarding specific leads, revenue, return on investment, or campaign performance metrics. All advertising content, including ad creatives, targeting strategies, and campaign data, remains the exclusive property of Vicarious and is managed exclusively through Vicarious’ Content Management System. Unauthorized use, duplication, or distribution of this content without prior written consent is strictly prohibited and may result in legal action. If the Client fails to allocate the agreed advertising budget or make timely payments for ad spend, Vicarious reserves the right to pause all campaigns, charge additional administrative fees, and require full payment of outstanding balances before resuming services. The Client also agrees to cover any additional fees or costs incurred due to delays, non-payment, or budget constraints, including fees charged by advertising platforms resulting from insufficient funds or account suspensions.

If included in the Client Agreement and monthly subscription, Vicarious will create television commercials and/or OTT (Over-The-Top) advertisements for the Client. These commercials will feature cohesive brand messaging aligned with the Client’s marketing strategy. Vicarious retains full creative control and discretion over the production of these commercials, including their frequency, length, creative direction, and all associated artistic decisions. The Client acknowledges that all creative decisions made by Vicarious are final and that the commercials will be produced in accordance with Vicarious’ professional standards and expertise. All content, including scripts, visuals, raw and edited footage, and final productions, remains the sole property of Vicarious unless otherwise agreed upon in writing. The Client agrees that Vicarious retains full intellectual property rights over all produced materials, which may be repurposed, showcased, or used in promotional materials or as part of Vicarious’ portfolio. The Client further acknowledges that Vicarious will determine the optimal scheduling, platform placement, and distribution strategies for the commercials to maximize audience engagement and effectiveness. Any suggestions by the Client are advisory only and will not obligate Vicarious to make changes to its strategy. If the Client needs to reschedule a pre-planned shoot production date and cannot be present for filming, a non-refundable rescheduling fee of $1,000 will apply. Rescheduling will be done solely at the discretion of Vicarious and only after the $1,000 rescheduling fee and any additional necessary expenses related to the production are paid in full by the Client. All television commercials and video productions must be prepaid at least 30 days prior to the scheduled shoot date. Vicarious will not commence production or reserve resources until full payment has been received. All prepayments are non-refundable, regardless of whether the Client decides to proceed with production. The Client agrees to indemnify and hold harmless Vicarious, its employees, contractors, and representatives from any liability, claims, or damages arising from the filming or production of the commercials. This includes, but is not limited to, claims involving accidents, personal injuries, or property damage occurring during production. All participants on behalf of the Client, including employees, contractors, and representatives, agree to release Vicarious from any liability related to their involvement in the production. The Client is solely responsible for obtaining all necessary releases, permissions, and consents from any individuals or third parties featured in the commercials. Failure to secure such releases does not exempt the Client from any financial obligations under this Agreement and will indemnify Vicarious from any resulting legal actions or disputes. Vicarious reserves the right to use the image, logo or likeness of the Client, its employees, and representatives in the production, distribution, and promotion of the commercials as agreed under this Agreement. This includes using the commercials, footage, and associated materials for promotional purposes, portfolio inclusion, and other marketing efforts. The Client acknowledges that this use is perpetual, royalty-free, and non-exclusive. The Client also acknowledges that any delays, changes, or disruptions caused by the Client, including but not limited to late provision of materials, absence of required personnel, or insufficient facilities, may result in additional fees and adjusted timelines. Vicarious reserves the right to charge the Client for any expenses or losses incurred due to these delays or changes.

The Client may terminate this Agreement by providing Vicarious with a written 60-day notice prior to the end of the current term. This notice must be acknowledged in writing by Vicarious to be considered valid. During the 60-day notice period, all services and fees will continue as outlined in this Agreement, and the Client agrees to fulfill all payment obligations during this time. Failure to provide such notice or to obtain written acknowledgment from Vicarious will result in the automatic renewal of this Agreement under the terms described herein. This Agreement is effective for an initial term of 12 months from the start date, during which the subscription services provided by Vicarious will run. At the end of the initial term, this Agreement will automatically renew for successive 12-month periods unless terminated by the Client in accordance with the terms above. Upon each renewal, Vicarious reserves the right to increase the total monthly subscription fees by 10%. Vicarious reserves the right to cancel this Agreement at any time, for any reason, at its sole discretion, even without providing the Client with a 60-day notice. Additionally, Vicarious may terminate this Agreement immediately if the Client is found to be in breach of any term of this Agreement, regardless of the duration or nature of the breach. Breaches may include, but are not limited to, failure to make timely payments, failure to provide required access or resources, or conduct that interferes with the successful execution of Vicarious’ services. In the event of termination by either party, all outstanding fees, including amounts due for services rendered up to the termination date and any applicable late fees or penalties, must be paid immediately. Vicarious retains the right to recover additional costs, including attorney fees, court costs, or collection agency fees, if necessary, to enforce payment obligations. The Client agrees that termination of this Agreement does not relieve them of their responsibility to comply with any remaining obligations outlined herein. Any services or deliverables provided by Vicarious up to the termination date remain the property of Vicarious unless otherwise specified in writing.

Vicarious may offer a 30-day money-back Brand Makeover Guarantee under the following terms and conditions. To be eligible for this guarantee, the Client must adhere to all requirements outlined below and cooperate fully with Vicarious throughout the 30-day brand makeover process. Failure to meet any of these requirements will render the Client ineligible for the money-back guarantee refund.

1. Adherence to the 30-Day Timeline: The Client agrees to comply with Vicarious’ 30-day timeline for the brand makeover process. This includes providing all necessary information, approvals, and access to required resources promptly, as determined by Vicarious.
2. Access to People, Products, and Processes: The Client agrees to provide Vicarious with full access to their people, products, and processes as deemed necessary by Vicarious to execute the brand makeover. This includes granting Vicarious access to facilities, personnel, and any equipment or materials required for filming, production, and content creation.
3. Timely Participation in Filming: The Client must attend all scheduled filming dates set by Vicarious and ensure that all required personnel and equipment are present and available during the duration of necessary filming and contact. Rescheduling or delays caused by the Client may result in forfeiture of the money-back guarantee.
4. Access to Necessary Accounts: The Client agrees to provide Vicarious with full administrative access to all necessary accounts, including but not limited to social media platforms, Google accounts, prior websites, domain names, and any other accounts required to set up and implement the 30-day brand makeover effectively.
5. Compliance and Cooperation: The Client acknowledges that full compliance and cooperation with Vicarious’ instructions and timelines are critical to the success of the brand makeover. Any restrictions, delays, or failure to provide required resources will disqualify the Client from the money-back guarantee.

The Client understands and agrees that eligibility for the Brand Makeover Guarantee is contingent upon their fulfillment of these conditions. If the Client fails to meet these requirements, Vicarious reserves the right to deny any refund request under the money-back guarantee. This clause is an integral part of the Agreement and is designed to ensure the success of the brand makeover process.

Vicarious reserves the right to use any results, projects, or content created on behalf of the Client as part of Vicarious’ portfolio. The Client reserves no copyright or intellectual property rights over the showcased projects or results used by Vicarious for its promotional purposes. Vicarious reserves the right to use the Client’s likeness, images, logo, reputation, and brand assets, as well as the likeness and images of the Client’s employees, in advertising or promotional materials for Vicarious at its sole discretion, without requiring additional permissions. By engaging Vicarious’ services, the Client grants a perpetual, royalty-free, non-exclusive license for such usage in Vicarious’ advertising, promotions, or portfolio displays.

All content created by Vicarious on the behalf of the client, including but not limited to branded content, photography, videography, designs, trademarks, copyrights, and underlying code, remains the exclusive property of Vicarious. This ownership encompasses all associated intellectual property rights, ensuring that Vicarious retains full control over the use, duplication, modification, and distribution of the content. Any unauthorized use of such content constitutes a violation of this Agreement and may result in legal action, including but not limited to claims for damages and injunctive relief. No other agency, marketing affiliate, or third party may use, replicate, or distribute any content created by Vicarious without prior written permission from Vicarious. Any such unauthorized use is strictly prohibited and will be subject to enforcement actions, including but not limited to legal claims for damages and injunctive relief. Only after a 12-month billing cycle can ownership of the created content be transferred to the Client by Vicarious. The transfer of ownership will require a written agreement signed by both parties, detailing the specific content being transferred. Without such an agreement, all ownership and associated rights remain exclusively with Vicarious. The website and associated hosting remain the property of Vicarious under the VCMS subscription. Upon termination of the subscription, all access to the website and hosting will cease unless otherwise agreed in writing. If the Client wishes to reinstate access following termination, such reinstatement will be subject to Vicarious’ sole discretion and may require the payment of reinstatement fees, outstanding subscription fees, and any additional costs incurred during the period of suspension.

All information regarding the relationship and account information between the Client and Vicarious is confidential and cannot be shared with any outside entities, agencies or marketing affiliates without written consent from Vicarious. Confidential information includes, but is not limited to, pricing, proprietary strategies, campaign data, project deliverables, and any other non-public information related to the services provided under this Agreement. Unauthorized disclosure of such information will be considered a breach of this Agreement. In the event of a breach, Vicarious reserves the right to seek legal remedies, including injunctive relief, damages, and termination of this Agreement.

Vicarious shall not be liable for any indirect, incidental, or consequential damages arising from the use of its services, including but not limited to loss of revenue or data. Vicarious offers no guarantees regarding the results or additional revenue generated through its services. Furthermore, no guarantees are made about any enhancement of the Client’s brand authority within their market or industry. Vicarious assumes no liability for claims arising from the use of its services, communications, employees, contractors, or any third-party entities involved in delivering its services. The maximum liability of Vicarious for any claims under this Agreement shall not exceed the total fees paid by the Client in the preceding six months.

Any disputes arising from this Agreement shall first be attempted to be resolved through good-faith negotiations between the parties. If negotiations fail, the dispute shall be resolved through binding arbitration in Collin County, Texas, Plano, in accordance with the rules of the American Arbitration Association. The Client agrees to be solely responsible for any legal fees, arbitration costs, or related expenses incurred during the resolution of any disputes or legal matters arising from this Agreement or their relationship with Vicarious.

The Client agrees to provide Vicarious with full and unrestricted access to all platforms, accounts, and resources necessary for the performance of services outlined in this Agreement. This includes, but is not limited to, prior websites, domain names, Google accounts, social media accounts, and any additional platforms or accounts required to fulfill the scope of work. Full administrative access must be granted for these accounts, enabling Vicarious to make necessary changes, optimizations, and updates without limitation. The Client acknowledges that failure to provide this access in a timely manner will hinder Vicarious’ ability to fulfill its obligations and constitutes a material breach of this Agreement. Additionally, the Client agrees to grant Vicarious full access to their facilities, personnel, and equipment that Vicarious deems necessary to execute the services effectively. This access includes, but is not limited to, physical access to the Client’s location(s), the ability to interact with relevant staff or representatives, and use of any tools or equipment required for the production of content, management of services, or execution of campaigns. The Client further agrees to coordinate schedules and facilitate Vicarious’ access to these resources to avoid delays. The Client acknowledges that any restrictions, delays, or limitations imposed on access to the required platforms, accounts, facilities, personnel, or equipment will directly impact the effectiveness of Vicarious’ services. In such cases, Vicarious reserves the right to suspend services, adjust timelines, or impose additional fees to cover costs incurred as a result of the Client’s failure to meet these obligations. The Client indemnifies and holds Vicarious harmless from any claims, losses, or damages arising from such restrictions or delays. To protect the integrity and security of the Client’s accounts and resources, Vicarious will take all reasonable measures to safeguard access credentials and sensitive information. However, the Client agrees that Vicarious is not liable for any issues, including loss or unauthorized access, resulting from the Client’s failure to maintain the security of shared accounts or credentials. Furthermore, the Client agrees to notify Vicarious immediately of any changes to account credentials, platforms, or resources that may affect Vicarious’ ability to deliver services.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas. The parties agree that any disputes, claims, or legal proceedings arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Collin County, Plano, Texas. The Client expressly waives any objection to the personal jurisdiction or venue of these courts.

If the Client is found to be in breach of any section of this Agreement, Vicarious reserves the right to terminate this Agreement immediately without prior notice, suspend or cease any ongoing services provided to the Client, and seek legal remedies, including injunctive relief, damages, and recovery of all costs and expenses, including attorney’s fees, incurred as a result of the breach.

The Client agrees not to engage with any third-party agency or provider offering similar services to Vicarious during the term of this Agreement without prior written consent. Upon termination of this Agreement, the Client agrees not to directly solicit or hire any current Vicarious employees, representatives or entities involved in providing services under this Agreement for a period of 12 months.

If any provision or part of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be in full force and effect. The unenforceable portion shall be replaced with a valid provision that most closely reflects the original intent of the clause, to the extent permitted by law.

Vicarious Agency reserves the right to update, modify, or amend these Terms and Conditions at any time, at its sole discretion, to reflect changes in services, limitations, scope of work, or applicable laws. Such changes will become effective immediately upon being published on our website or otherwise communicated. By continuing to use our services after any updates, you acknowledge and agree to the revised Terms and Conditions. It is the client’s responsibility to periodically review these Terms for any changes.

Any additional services requested by the Client that fall outside the agreed-upon scope of work will require additional fees to the monthly subscription or statement of work.

All funds and monies paid to Vicarious at any time during the relationship are non-refundable. The Client fully acknowledges and agrees to this policy as a material term of this Agreement, regardless of whether services have been partially or fully rendered.

These terms and conditions constitutes the complete and exclusive understanding between Vicarious Agency (“Vicarious” or “Agency”) and the Client (“Client”), superseding all prior agreements, negotiations, or representations, whether written or oral. By engaging Vicarious’ services, submitting payment, or otherwise proceeding with the any services rendered by Vicarious, the Client affirms that they have read, understand, and accept all Terms and Conditions, including associated fees and obligations, and agree to be legally bound by this Agreement. The Client acknowledges that compliance with the terms, including payment and cooperation requirements, is essential for the successful execution of Vicarious’ services. Any breach of these obligations may result in suspension or termination of services, as well as other remedies available to Vicarious under applicable law.