Master Service Agreement

This Master Service Agreement (“MSA” or “Agreement”) is entered into by and between Visidex, LLC, a Tennessee limited liability company with its principal place of business at 12215 Raleigh Lagrange Road, Collierville, Tennessee 38017 (“Provider,” “Visidex,” “we,” “us,” or “our”), and the individual or entity engaging Visidex for services (“Client,” “you,” or “your”).

By executing a Statement of Work, proposal, or other service agreement that references this MSA, Client acknowledges that Client has read, understands, and agrees to be bound by all terms and conditions set forth herein.

1. Scope and Application

1.1 Governing Document. This MSA governs all services provided by Visidex to Client. Services are defined in individual Statements of Work (“SOW”), proposals, or service agreements (each, an “Engagement Document”) that incorporate this MSA by reference.

1.2 Order of Precedence. In the event of any conflict between this MSA and an Engagement Document, the terms of the Engagement Document shall control with respect to the specific services described therein. For all matters not addressed by the Engagement Document, this MSA controls.

1.3 Acceptance. Client accepts this MSA by executing any Engagement Document that references it, by making payment for services, or by otherwise directing Visidex to commence work.

1.4 Updates. Visidex may update this MSA from time to time. The current version will always be available at visidex.com/terms. Material changes will be communicated to active clients via email. Continued use of services after notification constitutes acceptance of updated terms.

2. Services

2.1 Description. Visidex provides custom digital tools, web applications, websites, marketing strategy, search engine optimization, paid advertising management, automation engineering, and related digital services for operations-heavy businesses. The specific services, deliverables, and timelines for each engagement are defined in the applicable Engagement Document.

2.2 Standard of Care. Visidex will perform all services in a professional manner consistent with generally accepted industry standards and practices.

2.3 Subcontractors. Visidex may engage qualified subcontractors to perform portions of the services. Visidex remains responsible for the quality of work performed by its subcontractors.

3. Client Responsibilities

3.1 Cooperation. Client acknowledges that timely completion of services depends on Client’s cooperation. Client agrees to cooperate fully and in good faith to facilitate successful delivery.

3.2 Content and Materials. Client shall provide all content, assets, logins, credentials, and information reasonably required by Visidex to perform the services. This includes text, images, logos, business information, third-party account access, and any other materials specified in the Engagement Document.

3.3 Timeliness. Client shall provide requested materials within five (5) business days of Visidex’s request unless a different timeline is specified in the Engagement Document. Client shall review all work submitted by Visidex and provide feedback within five (5) business days at each review stage.

3.4 Designated Contact. Client shall designate a single authorized representative with authority to provide approvals, make decisions, and bind Client. All communications, requests, and approvals from Client shall be communicated through this designated contact. Conflicting instructions from multiple representatives may result in project delays and additional fees.

3.5 Account Access. Client shall provide Visidex with administrative access to all platforms, accounts, and systems necessary for performance of the services within two (2) business days of execution of the Engagement Document. If Client fails to provide required access, information, or approvals for more than seven (7) consecutive days, Visidex may suspend work. Suspension does not extend project timelines or entitle Client to refunds.

3.6 Unauthorized Changes. Client agrees not to make changes to managed accounts, websites, campaigns, code, or systems without Visidex’s prior written consent during the engagement. Unauthorized modifications may void applicable service guarantees and may result in additional fees to diagnose and repair issues. Client shall notify Visidex in writing before granting backend access to any third-party developer or vendor.

3.7 Content Accuracy and Compliance. Client is responsible for reviewing all content for accuracy, completeness, and compliance with applicable laws and regulations, including industry-specific advertising regulations, privacy requirements, and state or federal guidelines. Visidex does not provide legal or compliance advice.

3.8 Content Ownership. Client represents and warrants that Client owns or has obtained all necessary rights and licenses for all content, materials, and information provided to Visidex, and that use of such materials does not and will not infringe any third-party intellectual property rights.

4. Payment Terms

4.1 Fees. Fees for services are set forth in the applicable Engagement Document. All fees are stated in United States Dollars.

4.2 Payment Methods. All payments shall be made via credit card, debit card, ACH transfer, or other payment methods accepted by Visidex.

4.3 Deposits. A non-refundable deposit or first-cycle payment is required before work begins, as specified in the Engagement Document.

4.4 Billing Cycles. Recurring services are billed on four-week (4-week) billing cycles unless otherwise specified in the Engagement Document. The first cycle payment is due before work begins. Subsequent cycles are billed at the start of each four-week period.

4.5 Late Payment. Any payment not received within fifteen (15) days of the due date shall incur a late fee of one and one-half percent (1.5%) per month (eighteen percent (18%) annually) on the outstanding balance. Visidex reserves the right to suspend all services if payment is not received within ten (10) days of the due date.

4.6 Taxes. All fees are exclusive of applicable sales tax, use tax, value-added tax (VAT), or other governmental taxes or fees. Client is responsible for payment of all such taxes, excluding taxes based on Visidex’s income.

4.7 Out-of-Scope Work. Any services not explicitly described in the Engagement Document are out of scope. Out-of-scope work requires a separate written estimate and Client approval before work begins. Out-of-scope work is billed at One Hundred Fifty Dollars ($150.00) per hour, or at the reduced rate included with Client’s commitment tier if applicable.

4.8 Non-Refundable Payments. All deposits, milestone payments, and cycle payments are non-refundable except as expressly provided in this MSA or the applicable Engagement Document.

5. Project Timelines and Delays

5.1 Estimates. All project timelines provided by Visidex are estimates and are contingent upon Client’s timely provision of required materials, feedback, and approvals.

5.2 Client-Caused Delays. Delays caused by Client in providing required materials, feedback, or approvals will extend the project timeline accordingly. If Client-caused delays extend the project timeline by more than sixty (60) days beyond the original estimated completion date, Visidex reserves the right to: (a) renegotiate project terms and fees; (b) charge a project restart fee; or (c) terminate the engagement, with fees due for all work completed.

5.3 Project Abandonment. If a project remains inactive for more than ninety (90) consecutive days due to Client’s failure to respond to communications or provide required materials, the project shall be deemed abandoned. In the event of abandonment: (a) Client forfeits all fees paid to date; (b) Visidex retains ownership of all work product; (c) Visidex has no obligation to deliver any work product; and (d) the Engagement Document shall automatically terminate without further notice.

6. Revisions and Change Management

6.1 Included Revisions. Unless otherwise specified in the Engagement Document, services include two (2) rounds of reasonable design revisions during the design approval phase. Revisions are defined as reasonable adjustments to the proposed design within the original scope of work.

6.2 Scope of Included Revisions. Included revisions cover color scheme adjustments, font or typography changes, layout refinements within the approved structure, minor content placement adjustments, and reasonable changes to design elements consistent with the original scope.

6.3 Excluded from Revisions. Included revisions do NOT cover: (a) changes to the fundamental scope, structure, or functionality; (b) addition of new pages, sections, or features not in the original scope; (c) changes requested after Client has approved the design and development has begun; (d) complete redesign of previously approved elements; or (e) changes resulting from indecision or lack of internal stakeholder alignment.

6.4 Additional Revisions. Revisions beyond the two (2) included rounds, or revisions outside the scope defined in Section 6.2, are billed at the applicable hourly rate. Visidex will provide a time estimate before commencing additional revision work exceeding one (1) hour.

6.5 Design Approval. Once Client provides written approval of the design (mockups, wireframes, or design files), the design phase is considered complete and final. Changes to approved designs during or after development constitute out-of-scope work.

6.6 Change Orders. Any requests for changes to the agreed scope of work must be documented in writing. Visidex will provide a written estimate of time and cost implications. Change orders become effective only upon written approval by both parties and may adjust timelines and fees accordingly.

7. Intellectual Property

7.1 Ownership Upon Full Payment. Upon receipt of all payments due under the applicable Engagement Document, Client shall own all custom deliverables created specifically for Client, including custom design, custom code, custom graphics, and content written specifically for Client.

7.2 Conditional Ownership. Until all payments are received in full, Visidex retains exclusive ownership of all work product. Client may not use, publish, deploy, or otherwise utilize any deliverables until final payment is received. For Partner Build arrangements or other conditional ownership structures, the specific ownership terms are defined in the applicable Engagement Document.

7.3 Visidex Retained Rights. Notwithstanding any ownership transfer, Visidex retains all rights to: (a) pre-existing materials, frameworks, code libraries, and tools used in creating deliverables; (b) generic design elements, templates, and components not created uniquely for Client; (c) Visidex’s proprietary methodologies, processes, and know-how; and (d) any materials created by Visidex that are not specific to Client’s project.

7.4 License to Pre-Existing Materials. To the extent deliverables incorporate Visidex’s pre-existing materials, Visidex grants Client a non-exclusive, perpetual (subject to payment obligations), royalty-free license to use such materials solely as integrated into the deliverables.

7.5 Portfolio Rights. Client grants Visidex the right to: (a) display screenshots and descriptions of completed work in Visidex’s portfolio and promotional materials; (b) reference Client as a customer; and (c) use the project as a case study, subject to Client’s right to request reasonable anonymization of sensitive business information.

7.6 Third-Party Components. Deliverables may incorporate third-party software components, plugins, themes, or libraries. Such components remain subject to their respective licenses. Visidex makes no representations or warranties regarding third-party components beyond those provided by the component authors.

8. Commitment Terms for Recurring Services

8.1 Month-to-Month. Month-to-month recurring services have no minimum term. Either party may cancel with twenty-eight (28) days written notice. All standard rates apply.

8.2 Term Commitments. For six-month (6 four-week cycles) or twelve-month (13 four-week cycles) term commitments: (a) the engagement auto-renews on a four-week cycle basis after the initial term; (b) twenty-eight (28) days written notice is required to cancel after the initial term completes; and (c) early termination during the initial term requires payment of the remaining balance at the contracted cycle rate.

8.3 Annual Rate Adjustment. Visidex reserves the right to adjust recurring service rates by up to three percent (3%) annually upon renewal. Visidex will provide at least thirty (30) days written notice of any rate adjustment.

9. Website Care Plans

9.1 Availability. Visidex offers ongoing care plans for website hosting, maintenance, and support. The specific features, pricing, and terms of each care plan tier are defined in the applicable Engagement Document.

9.2 Support Requests. All support requests must be submitted via email to hello@visidex.com or through the client portal provided by Visidex. Phone calls, text messages, and social media communications are not monitored for support requests.

9.3 Backup and Data Recovery. Visidex maintains automated backups for hosted websites. In the event of data loss, Visidex will restore the website to the most recent available backup. Visidex shall not be liable for data loss beyond the most recent backup or for data not captured in automated backup processes. Client is encouraged to maintain independent backups of critical data.

9.4 Termination of Hosting. Upon termination of hosting services: (a) Client shall have thirty (30) days to migrate the website to alternative hosting; (b) Visidex will provide reasonable migration assistance at standard hourly rates; (c) after thirty (30) days, website files may be permanently deleted from Visidex’s servers; and (d) no refunds of prepaid hosting fees shall be provided.

10. Custom Application Infrastructure

10.1 Availability. For custom application projects, Visidex offers infrastructure tiers covering hosting, middleware, monitoring, and support. The specific features and pricing are defined in the applicable Engagement Document.

10.2 Data Integrity. For custom applications that read from or write to critical business systems (accounting software, inventory systems, patient records, etc.), Visidex implements appropriate safeguards as described in the applicable Engagement Document.

11. Partner Build Terms

11.1 Applicability. This section applies only to engagements structured as a “Partner Build,” where Visidex waives the development fee in exchange for a service commitment.

11.2 Commitment. Partner Build requires a minimum service term as specified in the Engagement Document (typically twelve to thirteen four-week cycles). During the initial service term, Client commits to maintain active care services at the contracted rate.

11.3 Ownership. Until Client completes a buyout transaction or the specified period of continuous service, Visidex retains full ownership of the website. Client receives a limited, non-exclusive, non-transferable license to use the website solely for its intended business purpose during active service.

11.4 Buyout. After completing the initial service term, Client may purchase full ownership of the website according to the declining buyout schedule specified in the Engagement Document.

11.5 Early Termination. Early termination during the initial term requires payment of the full remaining balance at the contracted rate. The website is taken offline at the end of the billing period unless purchased via the buyout schedule.

12. Advertising and Marketing Services

12.1 Third-Party Platforms. Visidex is not responsible for the performance, availability, policies, algorithm changes, or fee structures of third-party platforms including but not limited to Google, Meta, Microsoft, hosting providers, and social media networks. Changes to these platforms are beyond Visidex’s control.

12.2 Ad Spend. Client is responsible for maintaining valid payment methods and adequate budgets with all third-party advertising platforms. Ad spend is separate from Visidex’s service fees and is paid directly by Client to the platform.

12.3 Account Ownership. Unless otherwise agreed in writing, advertising accounts created for Client are owned by Client. Visidex acts as an authorized manager or administrator during the engagement.

12.4 No Guarantee of Results. Visidex makes no guarantees regarding specific advertising outcomes including impressions, clicks, conversions, cost per lead, or return on ad spend. Performance is influenced by market conditions, competition, platform algorithms, seasonality, and Client’s own operations.

13. Search Engine Optimization Services

13.1 Nature of SEO. Search engine optimization is a long-term strategy influenced by many factors outside Visidex’s control, including search engine algorithm changes, competitor activity, website content quality, and domain history.

13.2 No Guarantee of Rankings. Visidex makes no guarantees regarding specific search engine rankings, organic traffic volumes, or timeframes for achieving results. All projections are professional estimates based on available data and industry experience.

13.3 Link Building. Where Visidex performs link building or digital PR services, placement costs (payments to third-party publishers for guest posts, link insertions, or sponsored content) are included in the service fee unless otherwise specified. Visidex does not guarantee link permanence, as third-party publishers may remove content at their discretion.

14. Representations and Warranties

14.1 Mutual Representations. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) execution and performance does not violate any other agreement or obligation; and (c) the individual executing any Engagement Document has authority to bind that party.

14.2 Visidex Limited Warranty. Visidex warrants that: (a) services will be performed in a professional manner consistent with industry standards; (b) deliverables will substantially conform to the specifications agreed upon in the Engagement Document; and (c) to Visidex’s knowledge, deliverables created by Visidex will not infringe third-party intellectual property rights.

14.3 Warranty Period. Visidex’s warranty applies for thirty (30) days following delivery of the completed work. Visidex’s sole obligation, and Client’s exclusive remedy, for breach of this warranty is for Visidex to correct material defects reported during the warranty period at no additional charge. After the warranty period, corrections are subject to hourly billing or the applicable care plan.

14.4 Warranty Exclusions. Warranties do not apply to defects arising from: (a) Client or third-party modifications; (b) use in a manner not intended by Visidex; (c) third-party software, plugins, or services; (d) content or materials provided by Client; (e) changes to third-party platforms or APIs beyond Visidex’s control; or (f) failure of Client’s own systems or infrastructure.

14.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 14.2, VISIDEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

14.6 No Guarantee of Results. VISIDEX MAKES NO GUARANTEES REGARDING SPECIFIC BUSINESS OUTCOMES INCLUDING BUT NOT LIMITED TO WEBSITE TRAFFIC, SEARCH ENGINE RANKINGS, LEAD GENERATION, CONVERSION RATES, REVENUE, OR RETURN ON INVESTMENT. ALL PROJECTIONS AND ESTIMATES ARE PROFESSIONAL OPINIONS BASED ON AVAILABLE DATA AND DO NOT CONSTITUTE GUARANTEES.

14.7 Third-Party Disclaimer. VISIDEX IS NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, SECURITY, OR POLICIES OF THIRD-PARTY PLATFORMS, SERVICES, OR TOOLS.

14.8 Security Disclaimer. WHILE VISIDEX IMPLEMENTS INDUSTRY-STANDARD SECURITY PRACTICES, VISIDEX CANNOT GUARANTEE THAT ANY WEBSITE, APPLICATION, OR SYSTEM WILL BE COMPLETELY SECURE FROM ALL POTENTIAL THREATS.

15. Limitation of Liability

15.1 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VISIDEX’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO ANY ENGAGEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO VISIDEX DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

15.2 Exclusion of Consequential Damages. IN NO EVENT SHALL VISIDEX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF VISIDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Hosting and Infrastructure Limitations. VISIDEX SHALL NOT BE LIABLE FOR: (A) DATA LOSS BEYOND RESTORATION FROM THE MOST RECENT AVAILABLE BACKUP; (B) DOWNTIME OR SERVICE INTERRUPTIONS CAUSED BY THIRD-PARTY PROVIDERS, INFRASTRUCTURE FAILURES, DDOS ATTACKS, OR EVENTS BEYOND VISIDEX’S REASONABLE CONTROL; (C) SECURITY BREACHES RESULTING FROM CLIENT’S CREDENTIAL EXPOSURE OR CLIENT-SIDE VULNERABILITIES; OR (D) ISSUES ARISING FROM CLIENT OR THIRD-PARTY MODIFICATIONS.

15.4 Allocation of Risk. The limitations in this section reflect the allocation of risk between the parties and are fundamental elements of the basis of the bargain. Fees charged reflect this allocation.

15.5 Exceptions. Nothing in this section limits liability for: (a) death or personal injury caused by Visidex’s negligence; (b) fraud or intentional misconduct; (c) gross negligence; or (d) any liability that cannot be limited under applicable law.

16. Indemnification

16.1 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Visidex and its officers, employees, agents, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s breach of this MSA or any Engagement Document; (b) Client’s business operations, products, or services; (c) content or materials provided by Client; (d) Client’s violation of applicable laws or third-party rights; (e) claims by Client’s customers, patients, users, or other third parties; (f) Client’s failure to comply with applicable regulations; (g) unauthorized modifications by Client or third parties engaged by Client; or (h) Client’s failure to obtain necessary licenses, permits, or authorizations.

16.2 Indemnification Procedures. Visidex shall promptly notify Client of any claim subject to indemnification. Client shall have the right to control the defense and settlement, provided Client keeps Visidex reasonably informed and does not settle in a manner that admits fault by Visidex without Visidex’s prior written consent.

17. Confidentiality

17.1 Definition. “Confidential Information” means any non-public information disclosed by either party, whether orally, in writing, or in any other form, including business strategies, financial information, client lists, pricing, technical data, trade secrets, proprietary methodologies, and any information that would reasonably be considered confidential.

17.2 Obligations. Each party agrees to: (a) maintain the confidentiality of the other party’s Confidential Information; (b) not disclose it to third parties without prior written consent; (c) not use it for any purpose other than performance under this Agreement; and (d) protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care.

17.3 Permitted Disclosures. Confidential Information may be disclosed: (a) to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations; (b) as required by law or court order, with prompt notice to the disclosing party; or (c) with prior written consent.

17.4 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was in the receiving party’s possession without restriction prior to disclosure; (c) is independently developed without reference to the disclosing party’s information; or (d) is obtained from a third party without breach of confidentiality obligations.

17.5 Duration. Confidentiality obligations survive termination for three (3) years. Trade secret protections continue indefinitely.

18. Term and Termination

18.1 Term. This MSA remains in effect for the duration of any active Engagement Document and survives as specified in Section 18.7.

18.2 Termination by Client. Client may terminate an engagement as specified in the applicable Engagement Document. For one-time projects, all deposits are non-refundable and Client shall pay for all work completed. For recurring services, the cancellation terms specified in the Engagement Document apply.

18.3 Termination by Visidex. Visidex may terminate immediately upon written notice if: (a) Client fails to pay and the failure continues for more than ten (10) days after written notice; (b) Client fails to provide required materials, access, or cooperation after reasonable requests; (c) Client materially breaches any provision and fails to cure within fifteen (15) days of written notice; (d) Client engages in abusive, threatening, or unprofessional conduct toward Visidex or its personnel; or (e) continuing the engagement would violate applicable laws or professional standards, or cause material harm to Visidex’s business or reputation.

18.4 Effect of Termination. Upon termination: (a) Client shall pay all amounts due within fifteen (15) days; (b) each party shall return or destroy the other party’s Confidential Information; (c) Visidex shall remove its access to Client accounts within five (5) business days; and (d) all licenses granted to Client terminate, except for deliverables where ownership has properly transferred.

18.5 No Deliverables Without Payment. No deliverables shall be provided to Client until all amounts owed are paid in full. Partially completed work may be delivered “as-is” upon full payment at Visidex’s discretion.

18.6 Website Takedown. For Partner Build engagements or any engagement where Visidex hosts Client’s website, termination without proper buyout or ownership transfer results in the website being taken offline at the end of the current billing period.

18.7 Survival. The following provisions survive termination: payment obligations, intellectual property rights, representations and warranties, limitation of liability, indemnification, confidentiality, and dispute resolution.

19. Dispute Resolution

19.1 Governing Law. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict of laws principles.

19.2 Informal Resolution. The parties agree to attempt good-faith resolution of any dispute through direct negotiation for at least thirty (30) days before initiating formal proceedings.

19.3 Mediation. If negotiation fails, the parties agree to participate in non-binding mediation before a mutually acceptable mediator. Each party bears its own mediation costs, and the parties share mediator fees equally.

19.4 Binding Arbitration. Disputes not resolved through negotiation and mediation shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Shelby County, Tennessee, or at another mutually agreed location.

19.5 Arbitration Award. The arbitrator’s decision is final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award remedies available under applicable law, including injunctive relief, but shall not award punitive or exemplary damages except as permitted by law.

19.6 Small Claims Exception. Either party may bring an action in small claims court if the claim qualifies under applicable jurisdictional limits.

19.7 Injunctive Relief. Nothing prevents either party from seeking temporary or preliminary injunctive relief to prevent irreparable harm or protect intellectual property or confidential information.

19.8 Attorneys’ Fees. The prevailing party in any dispute is entitled to recover reasonable attorneys’ fees, costs, and expenses.

19.9 Continued Performance. Except for non-payment, the parties agree to continue performing their obligations during dispute resolution proceedings.

20. General Provisions

20.1 Entire Agreement. This MSA, together with any applicable Engagement Documents, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations.

20.2 Amendments. This MSA may be amended only by a written instrument executed by both parties or by Visidex publishing an updated version at visidex.com/terms with notice to active clients.

20.3 Severability. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions continue in full effect.

20.4 Waiver. No waiver is effective unless in writing. No failure or delay in exercising any right operates as a waiver, and no single exercise precludes further exercise.

20.5 Assignment. Client may not assign this Agreement without Visidex’s prior written consent. Visidex may assign in connection with a merger, acquisition, or sale of substantially all assets.

20.6 Notices. Notices shall be in writing and deemed given when delivered personally, sent by confirmed email, one (1) business day after sending by overnight courier, or three (3) business days after certified mail. Notices to Visidex shall be sent to hello@visidex.com. Notices to Client shall be sent to the email address on file.

20.7 Independent Contractor. Visidex is an independent contractor. Visidex has no authority to bind Client or assume obligations on Client’s behalf.

20.8 Force Majeure. Neither party is liable for failure or delay caused by circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, government actions, pandemic, labor disputes, utility failures, or internet service disruptions. Payment obligations are not excused by force majeure.

20.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns.

20.10 Electronic Signatures. Electronic signatures are deemed original signatures for all purposes.

20.11 Headings. Section headings are for convenience only and do not affect interpretation.

21. Contact Information

This document, together with any applicable Engagement Document, constitutes the complete agreement between the parties.

Questions about these terms? Contact hello@visidex.com.