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Exhibit A

VMS Data Statement of Work

This Statement of Work (the “SOW”) made by and is made by and between VMS Data LLC, an Arizona limited liability company (“VMS Data”) and the Client, listed herein (“Client”) , purchaser of any VMS Data services and is subject in all respects to the terms of the Master Services Agreement (“MSA”). All terms specifically defined in the MSA shall have the same meaning when used in this Statement of Work. In the case of discrepancies between this SOW and the MSA, this SOW shall control.

Listing Memberships:

Includes a one-time member fee for the listing (i.e. Google, Facebook, etc.). Upon the purchase of a listing membership, Client shall be eligible for unlimited changes, photo uploads, hours changes, etc. VMS Data does not compose posts for this service, but VMS Data will build the listing, help with verification work, and complete updates per Client’s request. Listing memberships are lifetime services, and will end when Client remove VMS Data from the listing themselves, or tell emails VMS Data a Termination Notice, pursuant to the terms listed herein. A termination of listing services does not result in the automatic termination of any other services that Client may have purchased/enrolled in.

 

VMSDomains.com Products:

If Client purchases any VMSDomains.com products (domains, emails, hosting, website securities, etc.), Client shall receive a GoDaddy reseller dashboard, with a Client login and account to control. VMS Data shall service customer service needs for these accounts and customers (Client can call GoDaddy if it's after our hours or an emergency). Client agrees to be bound to all terms and conditions and privacy policies of all services and deliverables that include any third party products.

*All timelines, schedules, and deliverables are estimates only. VMS Data disclaims any representations or warranties regarding the timelines, schedules, and deliverables and shall not be held responsible for any delays or damages.

 

TERMS & CONDITIONS

MASTER SERVICES AGREEMENT


HThis Master Services Agreement (“Agreement”) is made by and between VMS Data LLC, an Arizona limited liability company (“VMS Data”) and the Client, listed herein (“Client”), which is any purchaser of VMS Data services and/or products. Each of VMS and Client may be referred to as “Party” or collectively as “Parties.”

Client hereby contracts with and agrees to pay VMS Data for Services to be defined in one or more Statement(s) of Work, which Services shall be performed and delivered in accordance with the following terms and conditions. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed, the Parties hereby agree as follows:

 

1. Relationship of the Parties.

The Parties agree that VMS Data will be serving Client as an independent contractor for all purposes and not as an employee, agent, partner, or joint venturer with Client. VMS Data will have control over the order and sequence of the services, deliverables, and the specific hours worked and will not be subject to withholding by Client of income or employment taxes. The services to be performed by VMS Data (the "Services") are set forth in detail in one or more documents entitled "Statement of Work" (the "SOW") or change orders (“Change Orders”), incorporated herein.

 

2. Effective Date; Termination; Change Orders.

    (a) Unless otherwise stated herein or in the SOW, Client shall have 72 hours from the date of Execution of this Agreement (the “Termination Notice”) to submit a cancellation request to receive a refund from VMS Data. All cancellations have a $25.00 cancellation fee plus any fees for services already rendered at a rate of $200 per hour with a one hour minimum. All cancellations submitted after the expiration of the Termination Notice are not eligible for a refund, regardless of the performance of any services or deliverables. All cancellation requests shall be submitted in writing to mailto:[email protected] in the following format: Subject “Business Name Cancellation” followed by the reason for cancellation and what is being cancelled in the body of the email. If Client sends the Termination Notice between 7am to 5pm Mountain Standard Time, Monday through Friday, Client shall call (480) 382-6694 Ext. 101 to terminate. If Client is unable to speak with a VMS Data Representative directly, Client shall leave a message containing the business name, telephone number, email address, and a brief description outlining the cancellation request. The message will be responded to within 24 to 72 hours upon receipt of the message. This does not determine the eligibility of the refund, however, it does denote a time frame allotted for processing the cancellation request. If the Termination Notice does not come from an authorized email in VMS Data’s file that is authorized to make changes, VMS Data will not accept the cancellation request.


    (b) Notwithstanding any other provision hereof, VMS Data may terminate this Agreement at any time without notice for "cause." For purposes hereof, the term "cause" shall include, without limitation:

      (i) Client commits an act or omits to take an act that in the good faith and reasonable belief of VMS Data jeopardized, or could have jeopardized, VMS Data’s reputation and/or goodwill in the market; or
      (ii) Client is engaged in or asks VMS Data to engage in or ignore any illegal or unethical activity;
      (iii) Client engages in conduct, which is in violation of any provision of this Agreement or any VMS Data policies, procedures, or rules; or
      (iv) Client engages in any form of harassment, vulgar language or behavior, or any other activity within the good faith and reasonable belief of VMS Data is considered inappropriate.

    (c) This Agreement shall terminate upon mutual written agreement of Client and VMS Data.

    (d) The expiration or termination of this Agreement will not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), confidentiality, governing law, arbitration, and limitation of liability.

    (e) Change Orders. VMS Data shall provide complimentary website changes as long VMS Data is retained as Client’s webmaster and Client products are in vmsdomains.com. Once Client purchase a page from VMS Data, VMS Data will provide unlimited changes to the page, so long as Client retains VMS Data for domain/hosting/website securities. All change request must be communicated to VMS Data either via email, phone call, or scheduled appointment screen share meetings, pursuant to the terms listed herein. A website restoration fee of $150 shall be payable to VMS Data for all websites that must be restored.

    (f) No exclusivity. Client acknowledges and agrees that nothing contained herein shall limit VMS Data’s rights to offer the same or similar services to other clients. Client acknowledges and agrees that any rights to the deliverables or services provided by VMS Data is exclusive to Client and shall not be disseminated, duplicated, or shared with any other entity or webpage.

 

4. Payment Terms.

Payments to VMS Data are to be made pursuant to the terms listed on any invoice as stipulated in accordance with the instructions set forth on invoice or Statement of Work, whichever is earlier, or such alternative financial institutions as may be provided in writing by VMS Data from time to time (the “Fees”).

 

5. Taxes.

The fees chargeable by VMS Data do not include any taxes, duties, and levies imposed by any government body.

 

6. Governing Law, Arbitration, Witness Fees, and Injunctive Relief.

    (a) This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflicts of law's provisions.


    (b) The Parties agree that resolution of disputes or claims arising under this Agreement shall be resolved first by good-faith negotiations by each of the Parties in negotiation for a period of at least ten (10) business days. If the dispute is not resolved through good faith negotiations within ten (10) days from the date that either party makes a written demand on the other party to enter into negotiations, either Party shall have the right to demand mediation. Any mediation must occur within thirty (30) days of the demand and shall utilize a qualified mediator, chosen by the Parties. If the Parties fail to agree on a mediator, each Party shall submit the name of its preferred mediator and those two mediators shall work together to choose a third mediator, which decision shall be final and binding. If the dispute is not resolved through mediation efforts within sixty (60) days from the commencement of the mediation, either Party shall have the right to demand binding arbitration, administered through the American Arbitration Association, said arbitration to be held in Phoenix, Arizona, or such other forum determined under the AAA Service rules. In connection with any dispute arising out of or concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.


    (c) In the event VMS Data is requested or authorized by Client or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit, or other proceeding initiated by a third-party against Client or by Client against a third-party, Client will, so long as VMS Data is not a party to the proceeding in which the information is sought, reimburse VMS Data for its professional's time (based on customary rates) and expenses, as well as the fees and expenses of its counsel, incurred in responding to such requests. This provision is in addition to and not in lieu of any indemnification obligations Client may have under this Agreement.

    (d) Each of the Parties acknowledge that a breach or threat of a breach of any provision of this Agreement by either Party will result in irreparable harm and damage to the non-breaching Party. Consequently, the non-breaching Party's remedies at law will be inadequate and, in each such event, the non-breaching Party will be entitled to an injunction or other similar relief to prevent the breaching Party or its executives from breaching this Agreement and to enforce specifically the provisions hereof, in addition to money damages sustained by the non-breaching party resulting from a breach or threatened breach of this the State of Arizona, without regard to conflicts of law's provisions.

 

7. Confidential Information.

    (a) Each Party (the "Receiving Party") will treat as confidential and prevent unauthorized duplication or disclosure of any confidential or proprietary information, including, without limitation, any information about the Disclosing Party's (as defined below) products, services, marketing techniques, price lists, Client lists, pricing policies, business methods, business plans, budgets, projections, financial information, and technical information (the "Confidential Information") of the other Party (the "Disclosing Party") which the Receiving Party may acquire during the course of its activities under this Agreement and will not use any of the Confidential Information for any purpose other than in furtherance of the Receiving Party's obligations under this Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, members, officers, agents, or consultants (the "Representatives") who need to have access to the Confidential Information, and who are informed by the Receiving Party of the confidentiality obligations imposed by this Agreement. The Receiving Party's obligations under this Section will not apply to Confidential Information that (i) is or becomes part of the public domain through no fault of Receiving Party or its Representatives; (ii) is known to the Receiving Party at the time of receipt of such information from the Disclosing Party; (iii) if, after the date hereof, obtained by Receiving Party from a third party who has the legal right to disclose the same without a restriction on disclosure; (iv) has been, or is subsequently, independently acquired or developed by the Receiving Party without violating any of the Receiving Party's obligations under this Agreement; or (v) is required to be disclosed by government regulation, court order or other legal process; provided the Receiving Party provides the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. The Receiving Party acknowledges and understands that any right, title, and interest in and to the Disclosing Party's Confidential Information are vested in the Disclosing Party. The obligations of confidentiality provided hereunder will survive for a period of two (2) years after the expiration or termination of this Agreement for any reason.


    (b) Each of the Parties acknowledge that the covenants and restrictions contained in this Agreement are (a) necessary, fundamental, and required for the protection of the business and intellectual property of each of the Parties; (b) necessary and required to protect the goodwill and value of VMS Data; (c) relate to matters which are of a special, unique, and extraordinary character that give each of the covenants and restrictions a special, unique, and extraordinary value; and (d) of a nature such that a breach of any such covenants or restrictions or any other provision of this Agreement will result in irreparable harm and damage to VMS Data.

 

8. Intellectual Property Ownership.

    (a) To the extent Client has paid all Fees due to VMS Data, all written reports, summaries, analyses, memoranda, spreadsheets, or other tangible work product prepared by VMS Data in connection with the provision of Services hereunder (but specifically excluding any of VMS Data's pre-existing materials and the Residuals (as defined below)) (collectively “Work Product") will be considered work made for hire by VMS Data and owned by Client. VMS Data agrees to perform, during or after its engagement, such further acts as may be necessary or desirable to transfer and perfect Client's ownership of all Work Product, if any. In addition, VMS Data hereby grants to Client a non-exclusive, royalty-free right and license to use the Residuals in connection with Client's use of the Work Product, but only for internal business purposes and not for sale, resale, or use by third-parties. VMS Data may revoke this license if Client breaches any terms of this Agreement. The ideas, methods, concepts, know-how, techniques, inventions, developments, processes, discoveries, improvements, and other information relating to the Services developed during the course of this Agreement by VMS Data (collectively, "Residuals") will be owned by VMS Data and may be used by VMS Data, without any obligation to account, in any way that it deems appropriate, including by or for its other clients. Accordingly, subject to any confidentiality obligations of VMS Data hereunder, nothing in this Agreement will preclude or limit VMS Data from providing services and/or deliverables for other clients, irrespective of the possible similarity thereof to materials which might be delivered to Client.


    (b) Subject to and in accordance with the terms and conditions of this Agreement, Client grants VMS Data and its affiliates and third-party service providers a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the Term to use Client's Intellectual Property solely to the extent necessary to provide the Services to Client.

 

9. Limitation of Liability.

VMS Data's liability to Client under this Agreement, in the event any other breach of any provision of this Agreement, shall not exceed an amount of money equaling one month of Fees paid to VMS Data (calculated in the preceding month).

 

10. Nondisparagement.

Client agrees to not at any time make any public statements, whether orally or in writing, that are intended to be derogatory or damaging to VMS Data or any of VMS Data’s officers, employees, directors, partners, agents, or shareholders or take any action that would reasonably be expected to adversely affect VMS Data’s personal or professional reputation.

 

11. Effective Date; Termination; Change Orders.

    (a) Waiver. Neither Party will be deemed to have waived any rights or remedies accruing under this Agreement unless such waiver is in writing and signed by the Party electing to waive the right or remedy.


    (b) Force Majeure. Neither Party will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, pandemic, civil disobedience, court order, labor dispute, or other cause beyond such Party's reasonable control.

      (i) Client commits an act or omits to take an act that in the good faith and reasonable belief of VMS Data jeopardized, or could have jeopardized, VMS Data’s reputation and/or goodwill in the market; or
      (ii) Client is engaged in or asks VMS Data to engage in or ignore any illegal or unethical activity;
      (iii) Client engages in conduct, which is in violation of any provision of this Agreement or any VMS Data policies, procedures, or rules; or
      (iv) Client engages in any form of harassment, vulgar language or behavior, or any other activity within the good faith and reasonable belief of VMS Data is considered inappropriate.

    (c) Further Documents and Acts. From time to time each party shall take, or cause to be taken, all reasonable actions and shall execute and deliver such documents as may be reasonably requested by the other party to carry out the purposes and intent of this Agreement.

    (d) Indemnification. Client shall defend, indemnify, and hold harmless VMS Data and its affiliates and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from this Agreement. Additionally, Client shall indemnify, defend, and hold harmless VMS Data and its affiliates, employees, contractors, vendors, and the respective current, future, and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing persons or entities on demand, from and against any and all claims or losses incurred by any of them and shall defend the VMS Data against all claims arising from the actions of any third-party providers, or in relation to any third-party services.

    (e) Notices. All notices or other communications provided for or permitted hereunder shall be made in writing by electronic mail to the information below:

    (f) No exclusivity. Client acknowledges and agrees that nothing contained herein shall limit VMS Data’s rights to offer the same or similar services to other clients. Client acknowledges and agrees that any rights to the deliverables or services provided by VMS Data is exclusive to Client and shall not be disseminated, duplicated, or shared with any other entity or webpage.


If to VMS Data: [email protected]
If to Client: Authorized Email listed in the SOW

    (f) Attorneys' Fees. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all other rights and privileges shall be enforceable to the fullest extent permitted by law.

    (g) Severability. In any action or proceeding brought to enforce or interpret any provision of this Agreement or any collection efforts, or where any provision hereof is validly asserted as a defense, the prevailing party shall be entitled to recover actual attorneys' fees and all other litigation costs including without limitation costs awardable pursuant to the laws of the State of Arizona and amounts payable to expert witnesses ("Costs”) in addition to any other available legal remedy. In addition to the fees and Costs recoverable under the preceding sentence, the Parties agree that the prevailing Party shall be entitled to recover actual attorneys' fees and Costs incurred in connection with the enforcement of a judgment arising from such action or proceeding.

    (h) Entire Agreement. This Agreement, including the SOW attached hereto, is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings, and undertakings between the parties with respect to such subject matter and there are no restrictions, promises, representations, warranties, agreements, understandings, or undertakings with respect to such subject matter other than those set forth or referred to herein.

    (i) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the Parties. Without the prior written consent of the other party, neither party may assign its rights under this Agreement except that VMS Data may assign its rights hereunder to any person or entity which controls, is controlled by or is under the common control with VMS Data, or to any corporation into or with which VMS Data may be merged or consolidated, to any partnership or limited liability in which VMS Data or one of its subsidiaries, owners, members, board members, or shareholders, is a partner or member, as the case may be, or to any person or entity which purchases all or substantially all of the assets of VMS Data.

    (j) Terms of Communication. VMS Data makes contact via phone calls and through email correspondence. It is imperative that the Client remain in good contact with VMS Data throughout the entirety of any project(s). If at any time there is confusion, misgivings, or just a general inquiry about the project(s) that arise, VMS Data actively encourages Client to initiate a telephone call or communicate via email with a VMS Data immediately. VMS Data’s operational phone hours and email correspondence times are Monday through Friday, 8 AM - 4 PM (MST). Please call (480) 382-6694 for any and all related questions. If VMS Data attempts to make contact with Client via phone call and email for 30 days after the contract was agreed upon with no response from Client, VMS Data will stop any and all work on project(s) until Client re-initiates contact, either via telephone call or email submission. As a matter of course and convenience, VMS Data will place the Clients’ project(s) on an automated email campaign to remind Client that contact with VMS Data and its affiliates is required before the resumption of the aforementioned services.

    (k) Terms for Listings. Many of Google’s policies, procedures, and mandates change often and without any notice; in which all VMS Data terms and conditions are, in turn, subject to change without notice. VMS Data submits all information collected on the phone call to Google once the call ends. All information that is submitted to Google pends for at least 72 hours. By Hiring VMS Data, Client agrees to provide any and all documentation needed to claim ownership of the contracted business listing(s) as well as facilitate any assistance needed to grant VMS Data Engineering temporary ownership of the listing(s) that is owned by an email account that Client has access to. By doing so, VMS Data Engineering will be able to make all pertinent updates and changes necessary to make the listing compliant with Google’s terms and conditions as well as enable any other facets to your marketing platforms. VMS Data offers a “life of the business” management to the listing(s) that are contractually built by VMS Data Engineering; as long as the business completes the listing(s) ownership and verification process in a timely manner. Additionally, in order for VMS Data to manage the aforementioned listing(s) and affect any updates as they are deemed necessary, the “Manager” role that VMS Data assumes for the listing upon the contracted agreement must be maintained throughout the entirety of the business being listed online. To facilitate the claiming and verification process of the listing(s), the VMS Data Engineering Team will utilize the telephone numbers and/or email addresses provided by Client for 30 to 60 days from the date of Execution of this Agreement. VMS Data’s goal is to fulfill any agreed upon managerial role and ensure the listing(s) are maintained for as long as Client deems necessary. After the 60 days have expired and no contact, either via telephone call or email, has not been established with Client regarding their listing(s) (“No Contact Client”), VMS Data will then suspend its position as manager of the listing and remove the particular listing(s) from VMS Data’s Management Dashboard. Upon the occurrence of a No Contact Client or if a Client fails to comply with VMS Data’s terms, suggestions, and advice (including but not limited to reverse engineering, duplicating, or sharing any VMS Data deliverables or services), VMS Data shall have the right to terminate this Agreement and all Fees shall be rendered nonrefundable and/or due.

    (l) Terms for Websites. By hiring the VMS Data Engineering team, Client is agreeing that the VMS Data Engineering team will now be Client’s “Webmaster.” Webmasters have access to any and all online information pertaining to Client’s marketing and advertising as it relates to the Client’s online presence. VMS Webmasters maintain the right to work with previous Webmasters but are not required to. The Webmaster's job is to oversee all production in correlation to the developed project that has been contracted and to make the best decisions on how to market the business. The Webmaster will need access to any and all domain login information as well as any and all records of previous online marketing and advertising. All websites built by the VMS Data Engineering team will be hosted on VMS Domains - a GoDaddy Reseller Account. By hiring the VMS Data Engineering team, Client is agreeing to incur and be responsible for annual charges pertaining to the website and domain securities to be billed as “Annual SSL and CDN Security for ‹business URL›” for a total of $200.00 USD as well as “Annual Domain Security for ‹business URL›” for a total of $100.00 USD, totaling $300.00 USD yearly.

    (m) Terms of Hosting. If Client wishes to transfer the website away from VMS Domains, Client shall cancel the services from VMS Data and VMS Data will no longer be responsible for any and all changes, problems, or errors to the website as well as all online marketing and advertising. If Client wishes to reinstate VMS Data as the Webmaster which grants access to the VMS Data Engineering Team and implements VMS Domain again as their hosting service, a fee of $150.00 USD will be charged for migration of all records and re-establishing the hosting accounts. The standard hosting account VMS Domains cost $15.00 USD monthly or $180.00 USD annually. Any and all domains that are hosting in any other accounts besides VMS Domains will be subjected to but not limited to a $22.99 USD transfer fee (per domain).

    (n) Terms for Change Orders‹. VMS Data requests that all change orders are to be submitted in writing to [email protected]. In the Subject of the email please clarify the “‹Business Name› Change Order”. Example: (VMS Data Change Order). In the body of the email please explain the change order and give reference to what VMS Data Engineering needs to change on your behalf. Once a change order is submitted to [email protected], VMS Data Engineering team will respond to the request within 3-5 business days of when the email was received. Change orders may take up to, but not limited to, 10 business days, depending on the complexity of the change order request. Google listings and all other directory listings are allowed as many changes as the Client sees fit as long as the listing(s) were completed in a timely manner and/or that the VMS Data Engineering permissions have not been removed by the primary owner of the listing. Any and all major changes that Client desires must be submitted to VMS Data prior to the launch of the website. Any and all minor changes that Client desires are included so long as the Client is a VMS Data hosting, web securities, and domain services customer (“VMS Customer”). Any customers, who are not a VMS Customer, shall incur additional fees, as listed herein, but in no event less than $200.00/per hour to complete the changes on the website. Furthermore, a minimum of two hour service-fee will be charged for all sites needing minor and major changes after the website has been live.

    (o) VMS Data’s failure to perform its contractual responsibilities, to perform the Services, or to meet agreed service levels shall be excused if and to the extent VMS Data’s nonperformance is caused by Client's omission to act, delay, wrongful action, failure to provide inputs, or failure to perform its obligations under this Agreement. Client shall be solely responsible for providing VMS Data all information related to personal and/or business affairs including, but not limited to, all materials, data, and documents necessary to perform the Services under this Agreement. Client acknowledges and agrees that the accuracy of information supplied to VMS Data is the sole responsibility of Client and VMS Data shall be held harmless from any liability resulting from the accuracy of the information provided.

    (p) Warranties and Disclaimers. Except as otherwise expressly set forth herein or in an applicable SOW, it is understood that VMS Data does not have a contractual obligation to Client other than to provide the Services using commercially reasonable efforts in accordance with industry standards. Client acknowledges that any information, including any resources delivered through VMS Data’s proprietary information and technology system, will be provided by VMS Data as a tool to be used in the discretion of Client. VMS Data will not be responsible for any action taken by Client in following or declining to follow any of VMS Data's advice or recommendations. VMS Data disclaims all other warranties, whether express, implied, or statutory. Without limiting the foregoing, VMS Data makes no representation or warranty as to the accuracy or reliability of reports, projections, certifications, or any other information prepared or made by VMS Data (collectively, the "Information") even if derived from VMS Data's intellectual capital. VMS Data will not be liable for any claims of reliance on the Information or that the Information does not comply with federal, state, or local laws or regulations.