Welcome to VSF Marketing. We are committed to helping your business grow through
expert marketing services. By engaging our services, approving a proposal, and providing
verbal confirmation or submitting payment, you agree to the following Terms and
Conditions (“Agreement”), which govern the relationship between VSF Marketing, LLC
(“VSF”) and you, our valued client (“Client”).

Scope of Services

VSF agrees to provide marketing services as outlined in the applicable proposal, which
may include, without limitation, digital advertising, website design and development,
search engine op0miza0on, and marke0ng consul0ng. Specific deliverables, strategies,
and 0melines will be mutually agreed upon prior to commencement. Any services
requested outside the agreed scope may incur additional fees, which must be
authorized by the Client either in writing or verbally.

Fees and Payment

The Client agrees to pay the fees outlined in the proposal. Key terms include:
• Monthly Retainers: Billed monthly on the service start date and due upon receipt.
• Project-Based Services: May require upfront or milestone payments as specified
in the proposal.
• Advertising Spend: Billed separately unless otherwise stated.

Payment of any invoice issued by VSF constitutes acceptance of the proposed services,
pricing, and these Terms and Conditions. All payments are non-refundable once services
are rendered.

Approval and Acceptance

Client approval may be communicated by email, verbal confirmation, or by submitting
payment. Payment of any invoice issued by VSF constitutes acceptance of the proposed
services, pricing, and these Terms & Conditions in full. Once approval is received, the
proposal and this Agreement are binding and enforceable. VSF may reasonably rely on
such approvals to proceed with the performance of services.

Client Communication Requirement

During the performance of any services, including retainers and project-based work,
The Client agrees to provide 0mely responses to emails, phone calls, requests for feedback,
and any materials needed to perform the work, such as images, branding assets, and content.
If the Client fails to respond to reasonable attempts by VSF to communicate,VSF reserves
the right to:
• Assume that all work completed is approved and satisfactory, and continue work
accordingly;
• Terminate the agreement if con0nued lack of communica0on materially prevents
VSF from performing services.

The Client acknowledges that delays caused by non-responsiveness may impact the project
0melines and results.

Cancellation

Either party may terminate ongoing services upon thirty (30) days’ prior wri5en no0ce.
The Client remains responsible for all fees incurred during the notice period. If notice is
provided after a billing cycle has commenced, the Client is responsible for fees for both
the current and the subsequent billing cycle.

Late Payments and Service Suspension

Invoices are due upon receipt. VSF reserves the right to suspend services if payment is
not received within five (5) days of the invoice due date. Late payments may incur
interest at 1.5% per month, or the maximum allowed by law, whichever is lower.

Pay-Per-Click (PPC) Advertising / Google Ads

For PPC services managed by VSF, the following terms apply:
VSF Marketing charges a management retainer fee to cover ongoing services related to
account management, strategy, op0miza0on, and reporting. The management fee does
not include ad spend, which is billed directly to the Client by Google. The Client is
responsible for setting up their Google Ads account, adding a valid billing method, and
granting VSF access to manage the account.

Ad spend is fully controlled by the Client. VSF may provide recommended daily budgets
and strategic guidance, but VSF does not collect or manage ad spend payments. The
Client acknowledges that VSF cannot guarantee specific leads, results, or ROI. VSF shall
not be liable for any dissa0sfac0on or financial loss resulting from the Client’s ad spend,
including situations where the Client does not receive the expected number of leads or
results.

By engaging VSF for PPC services, the Client expressly agrees that VSF is not responsible
for compensating or refunding ad spend.

Marketing Performance

VSF strives to deliver the highest quality marketing services using proven industry
strategies. While VSF applies best practices and expertise to all campaigns, the Client
acknowledges that outcomes such as website traffic, lead volume, sales, or search
rankings may vary depending on factors outside VSF’s control. VSF makes every effort
to optimize performance, but results cannot be guaranteed.

Intellectual Property

All deliverables created by VSF remain the property of VSF until full payment has been
received. Upon full payment, ownership of such deliverables transfers to the Client,
excluding any third-party materials or licensed software incorporated into the
deliverables.

Limitation of Liability

VSF shall not be liable for any indirect, incidental, consequential, or punitive damages
arising out of or relating to this Agreement. VSF’s total liability for any claim arising
under or related to this Agreement shall not exceed the amount paid by the Client to
VSF for the services giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida, without regard to its conflicts of law principles. Any disputes
arising under this Agreement shall be resolved exclusively in the courts of Florida,
and the Client consents to the jurisdiction and venue of such courts.

Entire Agreement

This Agreement, together with the associated proposal and any related
communications constitute the entire agreement between VSF and the Client with
respect to the services provided and supersedes all prior agreements, understandings,
or representations, whether written or oral. No modification of this Agreement shall be
valid unless made in writing and signed or approved by VSF.