Terms of Service

1. Acceptance of these terms

These Terms of Service (the “Terms”) are a binding agreement between VMA Social Media LLC, a Florida limited liability company (“VMA Social Media”, “we”, “us” or “our”), and the business that uses our website or hires our services (“Client”, “you” or “your”).

You accept these Terms when you do any of the following: sign or accept a proposal, statement of work or order form; pay an invoice or a deposit; give us access to your accounts so we can start work; or use vmasocial.us. If you do not agree with these Terms, do not use our website or services.

The following documents are part of these Terms and are incorporated by reference: our Refund & Cancellation Policy, our Acceptable Use & Content Policy, our Privacy Policy, our Cookie Policy and our Disclaimer.

2. Definitions

• Services means the work we agree to perform for you, as described on our website, in our plans page or in a Proposal.
• Proposal means any written proposal, statement of work (“SOW”), order form, quote or invoice that describes the scope, deliverables, timeline and price of the Services, and that you sign, accept in writing or pay.
• Deliverables means the final versions of the content, designs, videos, copy, websites, stores, landing pages, automations, reports and other materials that we create for you and deliver as final under a Proposal.
• Client Materials means everything you give us to use in the Services, such as logos, photos, videos, product information, customer lists, brand guidelines, claims, testimonials and login or access credentials.
• Platforms means third-party services we use or manage on your behalf, including Instagram, Facebook, TikTok, LinkedIn, X, YouTube, Google, WhatsApp, Shopify, WooCommerce, email and SMS providers, CRMs, hosting providers and domain registrars.
• Ad Spend means the money paid to a Platform to run advertising, boosted posts or promoted content.

3. Eligibility and business use

Our Services are provided business-to-business only. By accepting these Terms you confirm that:

• you are at least 18 years old;
• you are acting on behalf of a business, organization or professional activity, not for personal, family or household purposes;
• you have the authority to bind that business to these Terms, and the information you give us about the business is true and complete;
• neither you nor your business is located in a country subject to a comprehensive U.S. embargo, or is named on any U.S. government list of prohibited or restricted parties; and
• your business, products and content comply with our Acceptable Use & Content Policy.

We may ask for information to verify your identity or your business before starting work, and we may decline any engagement at our discretion.

4. Our services

VMA Social Media is a digital services agency that works with small and mid-size businesses in the United States and Latin America, in English and Spanish. Depending on what you hire, our Services may include:

• Social Media Management
• Community Management
• Social Media Strategy & Audit
• Photo & Graphic Content
• Short-Form Video & Reels
• Copywriting
• UGC & Influencer Campaigns
• Meta Ads (Facebook & Instagram)
• TikTok Ads
• Google & YouTube Ads
• Website Design & Development
• E-commerce Stores
• Landing Pages & Funnels
• SEO & Local SEO
• Brand Identity & Logo
• Graphic Design & Templates
• Email & SMS Marketing
• WhatsApp & Chatbot Automation
• CRM & Marketing Automation
• Analytics & Reporting
• Reviews & Reputation
• Consulting & Training

We also offer bundled monthly plans (Starter, Growth, Scale) described on our plans page. The exact scope of each engagement, including quantities (for example, number of posts, videos, pages or platforms), is set out in the plan you choose or in your Proposal. Anything not listed there is outside the scope and may be quoted separately.

We decide the methods, tools, staff and subcontractors we use to perform the Services, and we remain responsible for the work of our subcontractors.

5. Proposals and order of precedence

Before most engagements we send a Proposal with the scope, deliverables, timeline and price. A Proposal becomes binding when you sign it, accept it in writing (email is enough) or pay the first invoice or deposit.

If a signed or accepted Proposal conflicts with these Terms, the Proposal controls, but only for that engagement and only for the specific point in conflict. In all other respects these Terms apply. A Proposal cannot authorize anything prohibited by our Acceptable Use & Content Policy or by law.

Changes to the scope after a Proposal is accepted (“change requests”) must be agreed in writing and may change the price and the timeline.

6. Your responsibilities

Good results depend on cooperation. You agree to:

• provide accurate, complete and timely information, Client Materials, feedback and approvals;
• name one main contact person who can make decisions and approve work;
• make sure you own or have all the rights, licenses and permissions needed for the Client Materials you give us, including photos and videos of people, music, testimonials and customer data;
• be responsible for the truth and legality of all claims about your own products and services (for example, health, performance, pricing, “results” or comparison claims) and to keep evidence that supports them;
• hold any licenses or permits required for your business and its advertising;
• review content before it is published and tell us promptly if anything is inaccurate; and
• keep your own backups of your important data and content.

If we are delayed because we are waiting on you, our timelines move by at least the same amount of time, and fees for monthly plans continue to apply during the delay.

7. Account access and ownership

Your social media profiles, ad accounts, business managers, pixels, analytics properties, domains, hosting, e-commerce stores, email and SMS platforms and CRMs remain in your name and under your ownership. If we create a new account for you as part of the Services, we create it in your name, with you as the owner, whenever the Platform allows it.

• You grant us the access we need to perform the Services. Whenever possible we use role-based access (for example, partner or agency access in Meta Business Manager, TikTok Business Center or Google Ads, or a staff account in Shopify) instead of your passwords.
• If a Platform requires you to share a password, you share it at your own discretion through a secure channel. We keep it confidential, use it only to perform the Services and recommend that you change it when the engagement ends.
• You can limit or revoke our access at any time. If you revoke access we need, we may be unable to deliver some Services, and that will not be a breach on our part.
• We remove or release our access when the engagement ends, and we will help transfer any asset that a Platform registered under our agency account back to you.
• You are responsible for keeping two-factor authentication and recovery options for your accounts under your control.

8. Approvals, revisions and timelines

For managed social media, we prepare a content calendar for your approval before publishing. For campaigns, websites and other projects, we share drafts or previews before launch. Nothing is published or launched without your approval, except replies and moderation under an agreed community management plan.

Each Deliverable includes 2 rounds of revisions within the approved scope. A revision is a change to an existing draft (for example, wording, colors, order or minor edits). A new concept, a change of direction after approval, or additional pieces are change requests. Extra revision rounds and change requests are billed at the hourly rate stated in your Proposal, or as quoted in writing.

A Deliverable is considered approved when you approve it in writing, or when you publish, launch, run or otherwise use it publicly. Timelines in a Proposal are good-faith estimates based on receiving your materials and feedback on time.

9. Ad spend and third-party platforms

Ad Spend is never included in our fees. Our fees cover strategy, creative work, setup, management and reporting. Ad Spend is paid by you directly to Meta, TikTok, Google or the relevant Platform, using your own payment method in your own ad account. We do not hold, receive, resell, mark up or refund Ad Spend.

• We set and change budgets only within the amounts you approve. Platforms may spend slightly above a daily budget according to their own rules, and all charges made by a Platform are billed to you by that Platform.
• If your Proposal includes ad management up to a stated monthly Ad Spend level, managing spend above that level may require a different plan or a new Proposal.
• Platforms make their own decisions about ad approval, delivery, pricing, account reviews, suspensions and policy enforcement. We are not responsible for ad rejections, account restrictions or bans, algorithm or policy changes, outages, data loss, tracking limitations or billing errors caused by a Platform. We will reasonably help you understand and appeal a Platform decision as part of the Services.
• Your use of each Platform is also governed by that Platform’s own terms and policies, which you agree to follow.

10. Fees, billing and payment

Our prices are set out in your Proposal. All prices are in U.S. dollars (USD). Sales, use, VAT or similar taxes are not included and will be added where applicable. You are responsible for any bank, wire or currency conversion fees charged by your bank.

Billing schedule

• Monthly plans are billed in advance on the same day of each month as your first payment, and renew automatically each month until cancelled.
• Annual prepaid plans are billed once in advance for twelve months and receive the discount stated in your Proposal.
• One-time projects require a 50% deposit before work starts. The remaining 50% is due on delivery, before we hand over final files or launch the website, store or campaign.
• Consulting and training hours are billed in advance.

Payment

Payments are processed by a PCI-DSS compliant third-party payment processor, by card or by ACH or bank transfer. We never see or store your full card number. When you choose a monthly plan, you authorize us, through our payment processor, to charge your payment method on file on each billing date until you cancel as described in Section 11.

Invoices are due within 7 days of the invoice date, unless your Proposal says otherwise. Overdue amounts accrue a late fee of 1.5% per month, or the highest rate allowed by law if lower. If an invoice is overdue, we may pause the Services after notifying you by email until the account is brought up to date, and timelines will move accordingly. You agree to pay reasonable costs of collecting overdue amounts.

If you believe an invoice is wrong, tell us in writing at billing@vmasocial.us before its due date and pay any undisputed part on time. We will work with you in good faith to resolve it.

Price changes

We may change the price of a monthly plan by giving you at least 30 days notice by email. The new price applies from your next billing date after the notice period. Prices for an annual prepaid term or an accepted Proposal do not change during that term or project.

11. Term, renewal and cancellation

These Terms apply from the moment you accept them until all Services have ended and all amounts have been paid.

• Monthly plans have no long-term contract. You may cancel at any time by sending written notice to billing@vmasocial.us at least 30 days before the cancellation takes effect.
• Annual prepaid plans may be cancelled with the same written notice, with the partial refund explained in our refund policy.
• Projects may be cancelled in writing at any time before final delivery is approved, with the refunds or charges explained in our refund policy.

All refund rules, including the first-month refund within 7 days and the deposit refund within 72 hours, are set out in our Refund & Cancellation Policy, which forms part of these Terms.

12. No guarantee of results

Marketing results depend on many factors outside our control, including your product, prices, offer, market, competition, budget, reputation and the algorithms and policies of each Platform. For that reason, we do not guarantee any specific result, such as a number of followers, reach, engagement, leads, sales, search rankings, cost per result or return on ad spend (ROAS).

What we do commit to is delivering the agreed Deliverables, meeting the agreed timelines when we receive what we need from you, following industry best practices and reporting transparently on performance. Any forecast, estimate or example we share is an illustration, not a promise. See our Disclaimer for more detail.

13. Compliance and acceptable use

We only work on lawful, honest marketing. You agree not to ask us to do, and we will not do, anything prohibited by our Acceptable Use & Content Policy, including buying or selling followers, likes or views, using bots or engagement pods, posting fake or incentivized reviews, sending spam or messaging people who have not given consent.

Where the Services include influencer or UGC content, endorsements will be disclosed as required by the U.S. Federal Trade Commission (FTC) Endorsement Guides. Where the Services include email, SMS or WhatsApp messages, you must have the consent required by the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) and similar laws, and you must give us accurate information about the source of your contacts. We may refuse, pause or remove any content or campaign that we reasonably believe breaks the law, a Platform’s rules or our policy.

14. Intellectual property

Your materials

You keep all rights to your Client Materials. You give us a non-exclusive, royalty-free license to use, copy, edit and publish the Client Materials only as needed to perform the Services.

Deliverables

Once you have paid all amounts due for an engagement, we assign to you all of our rights in the final Deliverables created specifically for you, including custom code we write for your website or store. Until full payment, you may review drafts but may not publish or use the Deliverables, unless we agree otherwise in writing.

What we keep

We keep ownership of our working files (such as layered design files, raw footage we shot, project files and drafts), unused concepts and alternatives, and our pre-existing tools, templates, frameworks, code libraries, processes and know-how. If any of these are included in a Deliverable, you receive a non-exclusive, perpetual, worldwide license to use them as part of that Deliverable. Working files are delivered only if your Proposal says so.

Third-party assets

Stock photos and videos, fonts, music, icons, themes, plugins, open-source software and other third-party assets are licensed, not sold, and remain subject to their own license terms. Content created by influencers or UGC creators may be licensed for a limited time, channels or purposes, as stated in the creator agreement and your Proposal. You agree to respect those limits.

Portfolio

We may show Deliverables and a general description of our work for you in our portfolio, case studies and proposals, after they have been made public. If you prefer that we do not, tell us in writing at any time and we will stop using your work going forward. We never show your Confidential Information.

15. Confidentiality

Each party may receive non-public information from the other, such as business plans, pricing, customer data, performance data, account credentials, strategies and our methods and templates (“Confidential Information”). The receiving party will use the other’s Confidential Information only for the engagement, protect it with at least reasonable care and share it only with employees, contractors and advisers who need to know it and are bound by similar obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else without a duty of confidentiality. A party may disclose Confidential Information if required by law or court order, after giving the other party prompt notice when legally allowed. These obligations continue for three years after the engagement ends, and for as long as the information remains a trade secret or account credential.

16. Data protection

Our Privacy Policy explains how we handle personal data that we collect for our own purposes, such as contact form submissions and billing records.

When we access or process personal data about your customers, followers or audience on your behalf (for example, comments and messages, leads, email or SMS lists, CRM contacts, store orders or analytics data), you are the business or controller and we act as your service provider or processor. In that role we:

• process that data only to perform the Services and according to your documented instructions;
• do not sell it, share it for cross-context behavioral advertising, or use it for our own purposes;
• require our staff and subcontractors to keep it confidential and use appropriate security measures;
• use sub-processors (such as hosting, email, CRM and scheduling tools) bound by data protection obligations;
• help you respond to privacy requests from your customers when reasonably possible;
• notify you without undue delay if we become aware of a security incident affecting that data; and
• delete or return that data when the engagement ends, unless the law requires us to keep it.

You are responsible for having a lawful basis, the required notices and the required consents to collect that data and to let us process it, including consent for marketing messages and for uploading customer lists to advertising Platforms. If you need a separate data processing agreement, contact us at legal@vmasocial.us.

17. Third-party tools and AI

We use third-party software to perform the Services, such as design and editing tools, scheduling tools, project management, file storage, CRMs and analytics. Some deliverables may require you to subscribe to software, hosting, plugins or apps in your own name. Subscription fees for those tools are not included in our fees unless your Proposal says so, and they are non-refundable once paid to the provider.

We may use artificial intelligence tools to assist with research, drafts, copy, translations, images or video editing. A member of our team reviews and edits AI-assisted work before it is delivered to you, and we do not enter your Confidential Information into AI tools that use it to train public models. We will not use AI to imitate a real person’s voice or likeness without that person’s permission.

18. Warranties and disclaimers

We warrant that we will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards. If you tell us in writing, promptly after delivery, that a Deliverable does not meet this standard or the agreed scope, we will correct or re-perform it at no extra cost. If we cannot, we will refund the fees you paid for that specific part of the Services. This is your sole remedy for a breach of this warranty.

Each party warrants that it has the right to enter into these Terms. You warrant that the Client Materials and your products, services and claims comply with the law and do not infringe anyone’s rights.

Except for the warranties in this section, the Services, the website and all Deliverables are provided “as is” and “as available”. To the fullest extent allowed by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. We do not warrant that any Platform will approve, deliver or keep your content, ads or accounts.

19. Limitation of liability

To the fullest extent allowed by law:

• neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of data, loss of goodwill, Ad Spend, or the loss, suspension or restriction of any Platform account, even if advised that these damages were possible; and
• our total liability arising out of or related to these Terms or the Services, for all claims combined, will not exceed the fees you actually paid to us for the Services during the three (3) months immediately before the event that gave rise to the claim.

These limits do not apply to your obligation to pay fees, to your indemnity obligations, or to liability that cannot be limited by law, such as liability for fraud, gross negligence or willful misconduct. The fees reflect this allocation of risk.

20. Indemnification

You will defend, indemnify and hold harmless VMA Social Media LLC, its members, managers, employees and contractors from any third-party claim, loss, damage, fine, penalty or cost (including reasonable attorneys’ fees) arising from: (a) the Client Materials; (b) your products, services, offers and the claims made about them; (c) content or campaigns you approved; (d) your violation of these Terms, the Acceptable Use & Content Policy, a Platform’s rules or any law, including privacy, consumer protection, advertising, CAN-SPAM and TCPA rules; or (e) your collection or use of personal data.

We will defend and indemnify you from any third-party claim that a Deliverable created by us (excluding Client Materials, third-party assets and changes made by you or others) infringes a U.S. copyright or trademark, and pay any resulting damages finally awarded or agreed in settlement. If such a claim occurs, we may modify or replace the Deliverable so it no longer infringes, or refund the fees paid for it.

The party seeking indemnity must notify the other promptly, allow it to control the defense and settlement (no settlement may impose obligations on the indemnified party without its consent) and cooperate reasonably.

21. Suspension and termination

Either party may terminate an engagement by written notice if the other party materially breaches these Terms or a Proposal and does not cure the breach within ten (10) days after receiving written notice describing it.

We may suspend or terminate the Services immediately, by written notice, if: an invoice remains unpaid after we have notified you; you ask us to do anything illegal or prohibited by our Acceptable Use & Content Policy; you or your staff are abusive or threatening toward our team; or continuing would expose us to legal liability or to sanctions by a Platform.

We may also end a monthly plan for any reason by giving you at least 30 days written notice. In that case we refund any prepaid fees for Services we will not perform.

When an engagement ends for any reason: you must pay for all Services performed and expenses incurred up to the end date; we deliver the paid-for Deliverables that are complete; we remove our access to your accounts; and each party returns or deletes the other’s Confidential Information on request. Refunds, if any, follow our Refund & Cancellation Policy. If we terminate because of your breach, fees already paid are not refunded. Sections that by their nature should survive (including payment, intellectual property, confidentiality, data protection, disclaimers, limitation of liability, indemnification and disputes) survive termination.

22. Independent contractor

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency or franchise relationship. Neither party may make commitments on behalf of the other, except that you authorize us to publish approved content and to manage approved campaigns in your accounts. We are responsible for our own staff, contractors, taxes and benefits.

23. Force majeure

Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, hurricanes, epidemics, war, terrorism, civil unrest, government actions, labor disputes, power or internet failures, cyberattacks, or outages, policy changes or account actions of a Platform. The affected party must notify the other promptly and resume performance as soon as reasonably possible. If the event lasts more than thirty (30) days, either party may terminate the affected Services by written notice, and you will pay for the work performed up to that date.

24. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict of law provisions. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in this section.

Good-faith negotiation first

Before starting any formal proceeding, the party with a dispute must send a written notice describing it to the other party (to us at legal@vmasocial.us). Both parties will try in good faith to resolve the dispute for thirty (30) days after the notice is received.

Binding arbitration

If the dispute is not resolved within those thirty (30) days, it will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will take place in Miami-Dade County, Florida, or by video conference if both parties agree, and will be conducted in English. The arbitrator’s award may be entered as a judgment in any court with jurisdiction.

Exceptions

• Either party may bring an individual claim in small claims court in Miami-Dade County, Florida if the claim qualifies.
• Either party may ask a court for an injunction or other urgent relief to protect its intellectual property or Confidential Information, or to stop unauthorized access to accounts.

Class action and jury waiver

Disputes will be resolved only on an individual basis. Neither party may bring or take part in a class, collective, consolidated or representative action against the other. To the extent any dispute is heard in court, both parties waive the right to a jury trial. Any court proceeding allowed by this section will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and both parties consent to their jurisdiction.

25. General provisions

• Entire agreement. These Terms, the policies they incorporate and any accepted Proposal are the entire agreement between the parties about the Services and replace all prior discussions. Purchase orders or terms sent by you do not apply unless we sign them.
• Severability. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent allowed and the rest of these Terms will remain in effect.
• No waiver. Not enforcing a right is not a waiver of it.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a merger, acquisition or sale of our business, with notice to you.
• Notices. Legal notices to us must be sent to legal@vmasocial.us, and billing or cancellation notices to billing@vmasocial.us. We send notices to the email address you gave us. Notices are effective when sent, unless the sender receives a delivery failure.
• Electronic signatures. Proposals and notices may be signed and delivered electronically, and an email acceptance is a valid signature.
• Language. We may provide translations of these Terms or of a Proposal in Spanish for convenience. If there is any difference, the English version controls.
• Use of our website. You may use vmasocial.us only for lawful purposes. You may not copy or republish its content, logo or design without our written permission, scrape it with automated tools, send spam or false information through its forms, or attempt to interfere with its security or operation.
• No third-party beneficiaries. These Terms are for the benefit of the parties only.
• Headings. Headings and summaries are for convenience and do not affect interpretation.

26. Changes to these terms

We may update these Terms from time to time. The “Last updated” date at the top shows when they last changed. For material changes, we will notify active clients by email at least 30 days before the changes take effect. Changes do not apply retroactively: an accepted Proposal continues under the Terms in effect when it was accepted until it is completed, and changes to monthly plans apply from the first billing date after the notice period. If you do not agree with a change, you may cancel before it takes effect as described in Section 11.

Contact us about this document

VMA Social Media LLC
1200 Brickell Ave, Suite 1950, Miami, FL 33131, United States
Email: legal@vmasocial.us
Phone: +1 (305) 000-0000

We respond to written requests within thirty (30) days, unless this document states a different period.