Sandra Wen

Terms and Conditions

Last Updated: October 11, 2025

Welcome to the VitaminCX LLC website. These Terms and Conditions ("Terms") govern your use of our website and provide an overview of the general terms under which we provide our services. By accessing this website or inquiring about our services, you agree to these Terms.

Please read them carefully.

1. Introduction

VitaminCX LLC ("Agency," "we," "us," or "our") provides specialized HubSpot and marketing implementation services to businesses ("Client," "you," or "your"). These website Terms provide a general framework of our business practices. All services are formally governed by a separate, legally binding Master Services Agreement (MSA) and one or more project-specific Statements of Work (SOW), which will be provided to you for signature before any engagement begins.

2. Description of Services

We offer a range of professional services, including but not limited to HubSpot platform implementation, marketing automation strategy, sales process optimization, digital marketing execution, and related consulting. The specific details, scope, deliverables, and timelines for any project will be exclusively defined in a formal Statement of Work (SOW).

3. Engagement Process

Our professional relationship is governed by a formal contractual framework designed to ensure clarity and mutual success.

• Master Services Agreement (MSA): All client relationships begin with the execution of an MSA, which contains the core legal terms that govern our partnership.
• Statement of Work (SOW): Each specific project or retainer is detailed in a separate SOW, which outlines the precise scope, deliverables, timeline, and fees. Each SOW is governed by the terms of the MSA.

No services will be performed until both an MSA and a corresponding SOW have been fully executed by both parties.

4. Quotations and Proposals

Any quotation or proposal provided by the Agency is valid for a period of thirty (30) days from its date of issue, unless otherwise specified in writing. A quotation does not constitute a binding contract until a formal MSA and SOW are executed.

5. Client Responsibilities

The success of any project requires active collaboration. As a client, you will be responsible for providing, in a timely manner, all necessary materials, data, and access to systems (such as HubSpot, website CMS, etc.) required for us to perform the Services. You will also be responsible for providing timely feedback and approvals. Delays in fulfilling these responsibilities may result in adjustments to the project timeline and budget.

6. Payment Terms

Our payment structure is designed to be clear and predictable.

• Deposits and Invoicing: Unless otherwise agreed in a specific SOW, all projects require a non-refundable upfront deposit of thirty percent (30%) of the total fee before work commences. The final balance is due upon completion of the implementation. For ongoing retainer services, fees are billed and due in advance of each service period.
• Late Payments: Invoices are due within the timeframe specified in the SOW (typically Net 30). Overdue invoices may be subject to interest charges, and we reserve the right to suspend all work until payment is received.

7. Intellectual Property Rights

• Ownership of Final Work: Upon our receipt of full and final payment for the services rendered under a specific SOW, you (the Client) will become the sole and exclusive owner of all custom-created final deliverables.
• Agency's Pre-Existing IP: The Agency retains ownership of all its pre-existing tools, methodologies, software, and proprietary materials. You will be granted a non-exclusive, perpetual license to use any such pre-existing IP, but only to the extent that it is a necessary component of the final deliverables.
• Portfolio Rights: We reserve the right to display and showcase the work we create for you in our professional portfolio, on our website, in case studies, and for marketing purposes after the work has been made public by you.

8. Confidentiality

We are committed to maintaining the confidentiality of your proprietary information. Both parties will be bound by a mutual duty of confidentiality, as detailed in our MSA. We will not disclose your sensitive business information to any third party without your prior written consent, except as required to perform the Services or as required by law.

9. Warranties and Disclaimers

• Professional Service: We warrant that our services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.
• Disclaimer of Guaranteed Results: Marketing and sales outcomes are influenced by numerous factors beyond our direct control. Therefore, we make no guarantees or warranties regarding specific business outcomes, increases in profits, lead generation, or any other measure of return on investment. Our fees are for the performance of our professional services and expertise, not for guaranteed results.
• "AS IS" Provision: EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING OUT OF OUR SERVICES OR THIS AGREEMENT. OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS SHALL BE CAPPED AT THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Governing Law

These Terms and any engagement between the Agency and the Client shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.

12. Changes to These Terms

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting to our website. Your continued use of our website after any changes constitutes your acceptance of the new Terms.

13. Contact Information

If you have any questions about these Terms, please contact us at ``.