VITAZA Digital

MASTER SERVICES AGREEMENT

 

SERVICE PROVIDER:

Christina Rosario

VITAZA Digital, LLC

401 E Las Olas Blvd, Suite 1400

Fort Lauderdale, FL 33301

(954) 228-3053

CLIENT:

 

 

 

 

 

This Master Services Agreement ("Agreement") is made effective as of the date of acceptance between VITAZA Digital ("Service Provider") and the client ("Client") for the purpose of acquiring services from Service Provider. The parties agree to the following terms and conditions, intending to be legally bound hereby.

Under this Agreement, Client engages Service Provider to perform digital marketing services specified in an Order and/or Proposal ("Services"), which may include software licenses provided by Service Provider. All services shall be performed remotely unless agreed upon otherwise in writing. Service Provider represents and warrants its expertise, knowledge, and experience to provide the Services in a timely and efficient manner, and may engage subcontractors for certain digital marketing services. Client acknowledges Service Provider's limitations in events beyond its control.

Compensation will be in accordance with the Fees defined in each Order and/or Proposal, governed under the Terms and Conditions of this Agreement. Each Order and/or Proposal, whether new or existing, shall be accepted and incorporated as an Addendum to this Agreement.

TERMS AND CONDITIONS

1. Scope and Applicability: These Terms and Conditions govern the provision of digital marketing services from Service Provider to Client, as specified in each Order and/or Proposal. This Agreement establishes the legal relationship between Service Provider and Client, and any changes to this Agreement require 30 days' written notice to Client.

2. Payments. Client shall make monthly payments for services, which shall be automatically processed each month. In the event that a payment fails to process, Client agrees to remedy the situation within three (3) business days. If the payment is not remedied within the grace period, Client will be charged a late fee of $25 per day for each day it remains outstanding. If a payment remains outstanding for more than 30 days, Service Provider may suspend services until payment is made.

3. Effective Date and Term. The Effective Date of this Agreement shall be either (i) the date of execution of this Agreement by both parties or (ii) the date of the first payment made by the Client, whichever is earlier. The Initial Term of this Agreement shall be twelve (12) months from the Effective Date and payments will automatically renew every month without notice, unless terminated earlier pursuant to the provisions of this Agreement. At the end of the Initial Term or anytime thereafter, Service Provider reserves the right to review and adjust pricing. Service Provider will provide written notice to Client at least 30 days prior to the end of the term, outlining any proposed changes to the pricing structure. Client may choose to accept the new pricing or terminate the agreement without penalty. If Client does not provide written notice of termination within 15 days of receipt of the pricing adjustment notice, the new pricing structure will be deemed accepted by Client and will take effect upon the next billing cycle.

4. Cancellation and Refund Policy. During the first twelve (12) months (the “Cancellation Period”), the Client is not eligible for cancellation. If the Client cancels before the end of the 12 months, all unpaid monthly charges will be due. However, written cancellation requests received within three (3) business days of acceptance will be honored. After the Cancellation Period, the Client may cancel with 30 days prior written notice. The Client will be charged for any work done during the 30-day Cancellation Period. All Services are provided on a prepaid subscription basis, and Service Provider does not issue refunds for services or partial month payments.

5. Onboarding. Digital Asset Optimization & Consolidation and Website Optimization & Testing ("Onboarding") are paid one-time services that are an essential component of the recurring services provided to the client. Onboarding is not required for one-time services, including but not limited to graphic design services and websites. In the course of Onboarding, the service provider will setup, organize and consolidate the client's digital assets into the service provider's client dashboard, which may include transferring the client's website to the service provider's domain hosting. It may also include moving or creating new assets under the client's personal or business Google accounts. The client hereby grants the service provider permission to make the necessary changes to the client's digital assets in the course of the Onboarding process. This is necessary to ensure that all digital assets are consolidated, accessible, and documented to facilitate future access and management. As such, it is a requirement that all clients participate in this process within the first 15 business days of engaging with the service provider. It is the obligation of the client to participate in this process. Failure to participate may result in the service provider's inability to deliver services to the service provider's standards. If the client fails to participate within the designated timeframe, the service provider reserves the right to terminate services. In the event of termination, all fees incurred for the Onboarding process and any other services that have been initiated shall be deemed non-refundable and forfeited. It is important to note that work commences immediately upon engagement, and as such, the non-refundable nature of the fees is justified. In the event Onboarding was omitted from an order or proposal, it is not implied that this service is being provided at no cost. If this service was excluded from an order or proposal or not provided by the service provider for any other reason, it does not obligate the service provider to provide these services.

6. Limitations of Liability. Except as expressly set forth herein, neither Party makes or hereby disclaims any representations or warranties, express or implied, regarding the products and services contemplated by this agreement, including any implied warranty of noninfringement, merchantability, or fitness for a particular purpose, or any other implied warranties arising from the course of dealing or performance. Service Provider has no control over the policies and practices of third-party companies or social media companies, such as Google, Bing, Facebook, Twitter, Instagram, or similar businesses. Service Provider does not guarantee specific website traffic numbers or first-page search engine rankings for specific keywords due to the dynamic nature of SEO and Digital Ads. Client acknowledges that search engine algorithms change regularly which may affect the rankings of the website. Client acknowledges that Service Provider shall not be held responsible for any event which is out of the scope and responsibility of Service Provider to control or avoid. Client agrees to assume all risks and responsibilities for all Client content, photos, social media content, and graphics. Client also agrees to assume all risks and responsibilities for any content posted to any social media site by Service Provider on Client’s behalf. If at any time, Client’s website is excluded from any directory or search engine, Service Provider shall not be held liable for such exclusion. Sometimes, search engines drop listings for no apparent reason, and Service Provider shall not be held responsible for such dropped listings of Client’s website. Digital advertising spend is billed through Service Provider and passed through to Google, Facebook, or other third-party, and is non-refundable once used, regardless of performance. All digital ads are managed under Service Provider's corporate account and not directly with the third-party under Client's own account. This allows campaigns to be supervised, optimized, and modified by digital ads professionals who use advanced software to adapt to any changes made by Google or other third-party algorithms and policies. 

7. Client Responsibility and Cooperation. Client acknowledges and agrees that timely and effective performance of services by Service Provider is dependent on Client's cooperation and responsiveness. Client understands that prompt and efficient communication is vital for the successful execution of digital marketing services. Therefore, Client commits to providing timely responses to requests for information or approvals, ensuring a maximum response time of three (3) business days from the date of receiving a communication from Service Provider. In the event that Client fails to respond within the specified timeframe, Service Provider reserves the right, in its sole discretion, to proceed forward on Client's behalf based on its best judgment and understanding of the project requirements. This proactive action is taken to ensure the continuity, progress, and effectiveness of the marketing initiatives and to prevent any delays or impediments that could negatively impact the desired results. Client further acknowledges that when they fail to uphold their obligation of timely responses, including but not limited to requests for information or approvals, attendance of meetings and monthly reviews, provision of access to required systems, or overall non-responsiveness to Service Provider, it may result in a delay, non-performance, or other failure to perform Service Provider's obligations under this Agreement. In such circumstances, Client understands and agrees that Service Provider shall be excused from any liability for the consequences of such delay, non-performance, or failure to the extent it is attributable to Client's non-responsiveness. Furthermore, if Client consistently fails to participate and provide the necessary cooperation within the specified timeframe, Service Provider reserves the right to terminate the services. In the event of termination, Client acknowledges and agrees that all remaining fees are considered forfeited and non-refundable. Client also agrees not to make any negative or disparaging comments, reviews, or remarks about Service Provider or its products or services, and not to encourage others to do so, whether online or offline, including but not limited to social media platforms, review sites, or other public forums. Any breach of this provision will entitle Service Provider to seek injunctive relief, in addition to any other legal or equitable remedies available to it.

8. Incidental Fees. Any additional fees that are incurred during Onboarding or other services deemed necessary to achieve optimal results for Client, including but not limited to domain transfer fees, website plugins, software licenses, listing services and website optimization services, may be charged to Client during the term of the services. Client agrees that Service Provider may invoice Client for any one-time fees of $150 or less without seeking prior approval and Service Provider is authorized to charge the credit card on file for the amount due. If the fees exceed $150 or are recurring, Service Provider will obtain Client's consent before invoicing and charging the credit card on file for the amount due.

9. Use of Logo. Client grants Service Provider permission to use its name, logo and/or trademark for certain promotional materials that Service Provider may distribute to the public. These materials may include, but are not limited to, brochures, videos, websites, press releases, newspaper and/or periodical advertisements, lucites, and any other materials that relate to the marketing relationship between Client and Service Provider. Client acknowledges that Service Provider may use these materials without seeking Client's approval. Service Provider is not obligated to use Client's name, logo and/or trademark in any promotional materials.

10. Publicity. Public announcements that mention the other party as a client or strategic marketer may be made without the other party's review and approval. However, all other public and promotional announcements or press releases related to the relationship set forth in this Agreement shall be done in cooperation with the other Party and are subject to prior review and approval, which shall not be unreasonably withheld or delayed.

11. Termination. Service Provider may terminate this Agreement for any reason at any time after the initial term with 30 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder. Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, Service Provider agrees to cease all promotions of Client’s services and cease making Client’s services available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of any other confidential or proprietary information in Service Provider’s possession or control. Upon termination, Client agrees that it is their responsibility to make alternate arrangements for their services, including but not limited to, moving their website to another hosting provider. Service Provider shall not be liable for any costs or expenses incurred by Client as a result of the termination of services.

12. Indemnification. The Parties mutually agree to indemnify, defend, and hold each other (including its directors, officers, employees and agents) harmless from all costs, expenses including reasonable attorney’s fees, losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that Service Provider’s technology or marks infringes any intellectual property rights of a third party. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party’s sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel and at its own expense.

13. Confidentiality. The Parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively, the “Confidential Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it. This Section will survive the termination or expiration of this Agreement.

14. Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).

15. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated and supersedes all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.

16. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

17. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

18. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.

19. Amendments and Severability. No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

20. Assignment. This Agreement shall be binding upon and inure to the benefit of each Party’s successors and assigns. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent; provided, however, that the sale of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger into another company, shall not be deemed an assignment of this Agreement by such Party. Provided further, that the Party to be sold or acquired in accordance with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45) calendar days of the closing. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.

21. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.

22. Representations and Warranties. Each Party represents and warrants to the other that it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder. Each Party represents and warrants that the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound. Each Party represents and warrants that when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms. Each Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.

23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Florida.

24. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.

25. Signatory Authority. By signing below you hereby agree that you are legally authorized to sign on behalf of the company to accept all of the terms and conditions of this Master Service Agreement.

 

September 29, 2023

 

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Signed by Christina Rosario
Signed On: August 7, 2023


Signature Certificate
Document name: VITAZA Digital | Master Services Agreement (MSA)
lock iconUnique Document ID: ffbb532bd357e39a3f47ab60b9ada82ddc771048
Timestamp Audit
January 17, 2023 11:22 pm EDTVITAZA Digital | Master Services Agreement (MSA) Uploaded by Christina Rosario - msa@vitazadigital.com IP 75.74.240.237
March 18, 2023 3:33 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 18, 2023 3:33 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 22, 2023 5:31 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 22, 2023 5:31 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 23, 2023 2:15 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 66.208.239.201
March 23, 2023 2:15 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 66.208.239.201
March 29, 2023 8:36 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 8:36 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 8:53 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 8:53 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 9:02 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 9:02 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 9:04 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 29, 2023 9:04 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 30, 2023 5:54 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 30, 2023 5:54 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 2:51 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 2:51 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:35 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:35 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:39 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:39 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:44 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:44 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:51 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 3:51 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 1:11 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
March 31, 2023 1:11 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
April 26, 2023 11:45 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
April 26, 2023 11:45 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - christina@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
May 14, 2023 12:57 am EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - msa@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
May 14, 2023 12:57 am EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - msa@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
May 24, 2023 1:43 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - msa@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
May 24, 2023 1:43 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - msa@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
July 31, 2023 4:56 pm EDTChristina Rosario - christina@vitazadigital.com added by Christina Rosario - msa@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
July 31, 2023 4:56 pm EDTDaniel Hallila - daniel@vitazadigital.com added by Christina Rosario - msa@vitazadigital.com as a CC'd Recipient Ip: 75.74.240.237
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