Master Services Agreement

Please read carefully before proceeding

VIONIS AGENCY

MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into by and between Vionis Agency ("Vionis," "Provider," "Company") and the individual or legal entity purchasing, accessing, or using Vionis services ("Client"). This Agreement governs all services, subscriptions, deliverables, payments, domains, and interactions between the parties and supersedes all prior oral or written agreements, representations, proposals, or understandings.

By submitting payment, authorizing charges, or using any Services, Client expressly agrees to be legally bound by this Agreement.

1. DEFINITIONS

  • "Services" means all hosting, website development, maintenance, update items, and related services provided by Vionis.
  • "Subscription" means any recurring service plan, monthly or yearly.
  • "Core Site Package" means the one-time website setup described in Section 4.
  • "Update Item" means a discrete, billable unit of work defined in Section 6.
  • "Website" means the hosted website instance managed by Vionis.
  • "Third-Party Providers" means registrars, hosting providers, payment processors, plugins, APIs, or vendors not owned or controlled by Vionis.

2. SUBSCRIPTION TERM AND AUTOMATIC RENEWAL

2.1 Monthly Plans.

All monthly Subscriptions renew automatically each calendar month until canceled.

2.2 Yearly Plans.

Yearly Subscriptions renew automatically every twelve (12) months unless canceled before the renewal date.

2.3 Authorization to Charge.

Client authorizes Vionis to charge the payment method on file for all recurring fees, overages, taxes, and ancillary charges without further consent.

3. ORDER OF PRECEDENCE

This Agreement controls over all marketing materials, proposals, invoices, emails, or verbal statements. No modification is valid unless in writing and executed by Vionis.

4. CORE SITE PACKAGE (ONE-TIME FEE)

4.1 Scope.

The Core Site Package is a one-time $99 USD fee and includes:

  • Registration of one (1) standard available domain
  • Hosting configuration
  • Website build of up to five (5) pages
  • Responsive layout
  • Basic on-page SEO
  • One (1) contact form or equivalent basic functionality

4.2 Commencement of Work.

Work is deemed commenced upon domain registration, hosting setup, template initialization, or any development activity.

4.3 Non-Refundability.

The Core Site Package fee is non-refundable under all circumstances once work has commenced.

5. SERVICE SCOPE AND EXCLUSIONS

5.1 Included Services (While Subscription Is Active):

  • Hosting and infrastructure access
  • Security monitoring and updates
  • Domain administration
  • Platform and plugin updates
  • Basic on-page SEO maintenance
  • Update Items as purchased or included

5.2 Explicit Exclusions (Unless Separately Contracted):

  • Custom software, databases, APIs
  • Custom design or rebranding
  • E-commerce systems beyond outbound links
  • Marketing, advertising, or lead generation
  • Blogging unless purchased separately
  • Advanced SEO or copywriting
  • Any work not expressly listed

5.3 Support Channel.

Support is provided email-only. No phone, chat, or emergency support is guaranteed.

6. UPDATE ITEMS (A-LA-CARTE SERVICES)

All changes are billed as discrete Update Items unless included in a plan.

  • Text Update – $25: One section, ~250 words
  • Photo / Media Swap – $30: One media asset
  • Layout Shift – $40: Structural change to one section
  • Section Add-On – $40: One new section using existing patterns
  • Technical Fix – $20: One discrete technical issue

Vionis may reclassify requests or bill multiple items at its sole discretion.

7. MAINTENANCE PLANS

Monthly Plans

  • Essentials – $25/month
    1 Text Update
  • Standard – $99/month
    2 Text Updates, 1 Media Swap
  • Premium – $149/month
    3 Text Updates, 1 Media Swap, 1 Layout Shift, priority handling

Unused items do not roll over.

Yearly Plans (5% Discount, Prepaid, Non-Refundable)

  • Essentials – $275/year
  • Standard – $1,128/year
  • Premium – $1,701/year

8. TURNAROUND TIMES

Turnaround times are estimates only, not guarantees, and pause for unclear instructions, Client delays, or third-party issues.

9. PAYMENT FAILURE, DEFAULT, AND SERVICE SUSPENSION

9.1 Payment Responsibility.

Client is solely responsible for maintaining valid billing information.

9.2 Initial Setup Fee Failure.

If the Core Site Package payment fails, no Services commence until payment is captured.

9.3 Initial Subscription Proration Failure.

  • Client has three (3) business days to cure.
  • Website may be taken offline if uncured.
  • After twelve (12) months without an active Subscription, a new $99 setup fee is required to resume Services.

9.4 Recurring Subscription Failure.

  • Three (3) business days to cure
  • Website suspension thereafter
  • Services resume only after full payment

9.5 Add-Ons and Update Items.

Failed payments halt work immediately. Replacement cards are not saved as default unless authorized in writing.

10. DOMAIN BILLING, RENEWAL, AND OWNERSHIP

10.1 Administrative Custody.

Domains are registered and held under Vionis accounts for operational purposes.

10.2 Transfer of Ownership.

  • Written request required
  • Transfer completed within seven (7) business days
  • Client pays all transfer fees

10.3 Subscription Requirement.

Client must maintain an active Subscription through each domain renewal.

10.4 Domain Renewal Default.

  • Payment failure one (1) month prior to renewal places account in default
  • Ten (10) business days to cure
  • Website may be taken offline

10.5 At-Risk of Cancellation.

  • Domain will not be renewed
  • Client notified by email and/or phone
  • Payment must be cured 48 hours before renewal

10.6 Expiration and Release.

  • Domains not transferred or cured expire
  • Released to the public
  • Vionis bears no recovery obligation

10.7 Re-Acquisition and Conflict Waiver.

  • Vionis may re-purchase expired domains
  • No conflict of interest exists post-expiration
  • Domains awarded first-come, first-served

11. HOSTING, OUTAGES, AND NON-PAYMENT

  • Scheduled maintenance may cause downtime
  • Third-party outages are outside Vionis control
  • Non-payment results in suspension after grace period
  • Restoration requires full payment

12. CANCELLATION

Client may cancel at any time. Services continue only through the paid-through date. No refunds are issued.

13. REFUNDS AND PRORATION

  • All fees billed in advance
  • No refunds for partial periods
  • No refunds for yearly plans
  • Corrective revisions are the sole remedy

14. DATA HANDLING AND TERMINATION

  • Text-based content export available upon request before termination
  • Templates, layouts, and systems remain Vionis IP
  • Data may be destroyed after thirty (30) days

15. INTELLECTUAL PROPERTY

All templates, code, layouts, systems, and designs are the exclusive intellectual property of Vionis. Client receives a limited, revocable license during an active Subscription only.

16. CLIENT REPRESENTATIONS

Client warrants that all content provided is owned or licensed and compliant with applicable laws. Client bears sole responsibility for regulatory compliance.

17. LIMITATION OF LIABILITY AND INDEMNIFICATION

  • Services provided AS IS
  • No guarantees of traffic, ranking, or revenue
  • Maximum liability limited to one (1) month of Subscription fees
  • Client indemnifies Vionis from all claims arising from Client content, business, or Website use

18. MODIFICATION OF TERMS

Vionis may modify this Agreement at any time. Continued use constitutes acceptance.

19. GOVERNING LAW

This Agreement is governed by the laws of the Client's state of residence, without regard to conflict-of-law principles.

END OF AGREEMENT