TERMS.

Effective Date: May 20, 2026 · Last Updated: May 20, 2026

These Terms of Service ("Terms") are a binding agreement between you ("you" or "Client") and The Vice Solution, LLC, a Florida limited liability company ("The Vice Solution," "we," "us," or "our"), governing your access to and use of thevicesolution.com and any related subdomains, pages, applications, client portals, communications, and services we provide (collectively, the "Site" and "Services").

PLEASE READ THESE TERMS CAREFULLY. They include important provisions about payment, intellectual property, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution — including a waiver of the right to a jury trial and to participate in class actions.

By accessing or using the Site, submitting an inquiry, creating an account, purchasing Services, subscribing to our newsletter, or otherwise interacting with us, you agree to these Terms. If you do not agree, do not use the Site or Services.

1. Eligibility and Authority

You must be at least 18 years old and able to form a binding contract to use the Site or Services. If you are using the Services on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "Client" refers to both you and that entity.

2. Definitions

• "Project" means a specific scope of design, development, consulting, or other professional work agreed between Client and The Vice Solution, typically described in a proposal, statement of work (SOW), order form, or written confirmation.
• "Deliverables" means the final files, source code, designs, documentation, and other work product we deliver to Client under a Project.
• "Care Plan" means an ongoing maintenance, hosting, or support subscription.
• "Client Materials" means content, copy, images, logos, brand assets, credentials, and other materials that Client provides to us for a Project.
• "Site" has the meaning above and includes the public website, any client portal, and any branded subdomain we operate.

3. The Services We Provide

The Vice Solution provides design, web development, design systems, AI consulting, application and business-software development, hosting, and related care plans. The exact scope, deliverables, timeline, and price for any engagement will be set out in a separate proposal, SOW, order form, or written confirmation (an "Order"). In the event of a conflict between an Order and these Terms, the Order controls for the specific Project.

We reserve the right to add, modify, suspend, or discontinue any portion of the Site or Services at any time.

4. Accounts and Client Portal

You may need to create an account to access certain Services, including the client portal. You agree to:

• Provide accurate, current, and complete information when creating your account.
• Keep your account credentials confidential and not share them with anyone other than authorized representatives of your business.
• Be responsible for all activity that occurs under your account.
• Notify us promptly at adrian@thevicesolution.com of any unauthorized use or security breach.

We may suspend or terminate your account if we believe you have violated these Terms or any applicable Order.

5. Project Process

Most Projects follow our standard process:

1. Discovery and scope — We agree in writing on goals, deliverables, timeline, and price.
2. Design system and mockups — We deliver mockups (and where applicable, design-system tokens) for Client approval before development begins.
3. Build — Once mockups are approved, we proceed to development. We may deliver multiple build variations for Client to choose from where the Order specifies.
4. Review and launch — Client reviews the build, requests revisions within the agreed scope, and approves for launch.
5. Handoff or ongoing care — We hand off Deliverables and credentials or transition Client onto an ongoing Care Plan.

Approval gates are binding. Once Client approves mockups or a design system, changes that materially alter the approved direction will be treated as out-of-scope and may incur additional fees and timeline adjustments.

6. Revisions and Scope Changes

Each Order specifies the number and scope of included revisions. Revisions beyond that scope, work outside the agreed deliverables, or requests that materially change the approved design direction will be billed at our then-current hourly rate or quoted as a separate change order before work begins.

7. Client Responsibilities

To deliver on time and on budget, we rely on Client to:

• Provide Client Materials, feedback, and approvals within the timeframes set out in the Order (typically within 5 business days unless otherwise agreed).
• Provide accurate, lawful, and complete information, and the rights necessary to use any Client Materials.
• Grant us reasonable access to systems, accounts, and third-party services needed to complete the Project.
• Designate a single point of contact authorized to make decisions and provide approvals.

If Client delays beyond the agreed timeframes, we reserve the right to pause work, reschedule, charge a re-mobilization fee, or treat the Project as inactive after 30 days of unresponsiveness.

8. Fees, Payment, and Refunds

8.1 Fees

Fees for each Project or Service are set out in the applicable Order. Unless otherwise stated, fees are in U.S. Dollars and are exclusive of taxes, which are Client's responsibility.

8.2 Payment Terms

Unless otherwise specified in an Order:

• Projects $500 and under: Payment in full is due before work begins.
• Projects over $500: A deposit of 50% is due before work begins, and the balance is due upon delivery (or per the milestone schedule in the Order).
• Hosting and Care Plans: Billed in advance, monthly or annually, and auto-renew until canceled (see Section 9).
• Invoices are due upon receipt unless an Order states otherwise.

8.3 Late Payments

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend work, pause Services, lock the client portal, or withhold Deliverables until past-due amounts are paid in full. Client is responsible for all reasonable collection costs, including attorneys' fees.

8.4 Refunds

Because Services are time- and labor-based and Deliverables are custom, fees are generally non-refundable once work has begun. We may, at our discretion, issue partial refunds for unfinished work in cases of mutual termination. Hosting and Care Plan fees are non-refundable for the current billing period but can be canceled to prevent future renewals (see Section 9).

8.5 Chargebacks

You agree to contact us first to resolve any billing dispute before initiating a chargeback. Chargebacks filed in bad faith may result in suspension of Services, immediate termination, and collection action.

9. Hosting, Care Plans, and Auto-Renewal

Hosting subscriptions and Care Plans automatically renew at the end of each billing period (monthly or annually) at our then-current rate, charged to the payment method on file, until you cancel.

You may cancel any time in your client portal or by emailing adrian@thevicesolution.com. Cancellation takes effect at the end of the current billing period. Cancellation will not refund the current billing period.

We will notify you by email of material price changes at least 30 days before they take effect.

Upon cancellation or non-payment of hosting, we may take the hosted site or service offline. We can provide a one-time export of Client Materials and final Deliverables within 30 days of cancellation upon request.

10. Intellectual Property

10.1 Client Materials

Client retains all rights in Client Materials. Client grants us a non-exclusive, worldwide, royalty-free license to use, copy, modify, host, and display Client Materials for the purpose of providing the Services.

10.2 Deliverables

Upon full payment of all fees due for a Project, we assign to Client all right, title, and interest in the final, delivered, Project-specific Deliverables (such as final website code, design files, and documentation), except for the Excluded IP described below.

10.3 Excluded IP

The following remain our property (or the property of the applicable third party) and are not transferred to Client:

• Our pre-existing tools, frameworks, libraries, design systems, code components, templates, processes, methodologies, and know-how.
• Open-source software, fonts, stock images, plugins, and other third-party assets, which are licensed under their respective licenses.
• Any general-purpose elements that we develop, adapt, or reuse across clients.

To the extent any Excluded IP is embedded in the Deliverables, we grant Client a perpetual, worldwide, non-exclusive, royalty-free license to use that Excluded IP solely as part of the Deliverables for Client's business purposes.

10.4 Our Brand

The Vice Solution name, logos, Site design, and all related branding are our exclusive property and may not be used without our prior written permission, except for normal attribution.

10.5 Portfolio and Promotion

Unless Client and we agree otherwise in writing, we may display the Deliverables, Client's name and logo, and a general description of the Project in our portfolio, case studies, social media, and marketing materials. Client may request reasonable redactions of confidential information.

11. Third-Party Services

Projects often rely on third-party platforms and services (e.g., hosting providers, domain registrars, CMS platforms, payment processors, email providers, analytics, AI APIs). Client agrees to comply with the terms and policies of any such third party. We are not responsible for the availability, performance, pricing, or actions of third-party services, and any fees charged by them are Client's responsibility unless explicitly included in an Order.

12. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information may be used only to perform under these Terms and an Order, and disclosed only to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or is required to be disclosed by law (with notice where lawful).

13. Acceptable Use

You agree not to use the Site or Services to:

• Violate any law or regulation, or infringe any third party's rights.
• Transmit malware, viruses, or any other harmful code.
• Attempt to gain unauthorized access to any part of the Site, our systems, or other users' accounts.
• Reverse-engineer, scrape, or copy the Site or Services other than as expressly permitted.
• Use the Site or Services for unlawful, deceptive, harassing, defamatory, or harmful purposes.
• Resell, sublicense, or distribute the Services without our prior written consent.
• Interfere with or disrupt the Site, Services, or the networks connected to them.

We may suspend or terminate access for any violation of this Section.

14. Newsletter and Communications

By providing your email address — through a form, a purchase, or otherwise — you consent to receive transactional communications from us (such as project updates, invoices, account notices, and support replies). With your consent (or as otherwise permitted by law), you may also receive marketing communications. You can opt out of marketing emails using the unsubscribe link in any email. You cannot opt out of transactional communications related to active Services or Orders.

15. User-Submitted Content

If you submit comments, testimonials, feedback, or other content to us or through the Site ("User Content"), you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable license to use, reproduce, modify, and display that User Content in connection with the Site, our marketing, and the Services. You represent that you own or have the rights to grant this license and that the User Content does not infringe or violate any law or third-party right.

16. Disclaimers

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT ANY SPECIFIC BUSINESS OUTCOMES, RANKINGS, TRAFFIC, REVENUE, OR LEADS RESULTING FROM THE SERVICES. RESULTS DEPEND ON MANY FACTORS OUTSIDE OUR CONTROL, INCLUDING CLIENT'S MARKET, OFFER, BUDGET, AND EXECUTION.

CASE STUDIES, TESTIMONIALS, AND EXAMPLES SHARED ON THE SITE REFLECT INDIVIDUAL EXPERIENCES AND ARE NOT GUARANTEES OF FUTURE RESULTS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• No indirect damages. IN NO EVENT WILL THE VICE SOLUTION, ITS OWNERS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Cap on direct damages. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CLIENT TO US FOR THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. Indemnification

You agree to defend, indemnify, and hold harmless The Vice Solution and its owners, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Services; (b) your breach of these Terms or any Order; (c) your Client Materials or User Content, including any claim of infringement, defamation, or violation of law; (d) your violation of any third-party right; or (e) any negligence or willful misconduct by you or your representatives.

We may, at our option, assume control of the defense of any matter subject to indemnification, in which case you agree to cooperate at our reasonable request.

19. Termination

19.1 By You

You may stop using the Site at any time. You may cancel a Care Plan or hosting subscription as described in Section 9. Termination of an active Project requires written notice; you remain responsible for fees for all work performed and costs incurred up to the termination date plus any non-cancellable third-party costs.

19.2 By Us

We may suspend or terminate your access to the Site or Services, or terminate any Order, immediately upon notice if:

• You breach these Terms or an Order, including by failing to pay when due.
• You misuse the Site or Services or violate Section 13 (Acceptable Use).
• We are required to do so by law or by a third-party provider.
• We discontinue the relevant Service.

19.3 Effect of Termination

Upon termination: (a) any unpaid fees become immediately due; (b) we will deliver any completed and paid-for Deliverables; (c) we may delete or return Client Materials and account data as set out in our Privacy Policy or by agreement; (d) Sections that by their nature should survive termination (including Sections 8, 10, 12, 16, 17, 18, 22, and 24) will survive.

20. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, labor disputes, internet or utility outages, supplier failures, or third-party platform failures.

21. DMCA / Copyright Complaints

If you believe content on the Site infringes your copyright, please send a notice to adrian@thevicesolution.com that includes: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and where it is located on the Site; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner. We may remove allegedly infringing content and terminate the accounts of repeat infringers.

22. Governing Law, Venue, and Dispute Resolution

22.1 Governing Law

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal Resolution

Before filing a formal claim, the parties will attempt to resolve any dispute informally by contacting adrian@thevicesolution.com and engaging in a good-faith discussion for at least 30 days.

22.3 Venue

Subject to Section 22.4 (Arbitration), any action arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Polk County, Florida, and the parties consent to the personal jurisdiction of those courts.

22.4 Arbitration (Optional — Recommended for Adoption)

[OPTIONAL CLAUSE — REMOVE IF YOU DO NOT WANT BINDING ARBITRATION.] Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, in Polk County, Florida (or by video conference where permitted). Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this provision.

22.5 Jury Trial Waiver

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY in any action arising out of or relating to these Terms or the Services.

22.6 Class Action Waiver

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THE PARTY'S INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class, representative, or collective action.

22.7 Time to Bring Claims

Any claim must be brought within one (1) year after the claim accrues, or it is permanently barred, except where applicable law requires a longer period that cannot be shortened by contract.

23. Notices

Notices to The Vice Solution must be sent to adrian@thevicesolution.com, with a copy to our mailing address listed in the Privacy Policy. Notices to Client may be sent to the email address associated with Client's account or used in the most recent communication.

24. Miscellaneous

• Entire agreement. These Terms, together with any Order and our Privacy Policy, form the entire agreement between the parties regarding the subject matter and supersede any prior agreements.
• No assignment. Client may not assign or transfer these Terms or any rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Independent contractors. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be replaced with an enforceable provision that most closely reflects the original intent.
• No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
• Headings. Headings are for convenience only and do not affect interpretation.
• Electronic signatures and communications. You agree that electronic signatures, communications, and records satisfy any legal requirement that they be in writing.

25. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date and post the new version on the Site. Where required by law, or for Clients with active Orders, we will provide additional notice (e.g., by email) at least 30 days before the changes take effect. Your continued use of the Site or Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Site and Services.

26. Contact

Questions about these Terms? Contact us:

The Vice Solution, LLC
Email: adrian@thevicesolution.com
Web: https://thevicesolution.com

*These Terms of Service were last reviewed on May 20, 2026.*