Terms & Conditions

Ally VS, LLC – Master Service Agreement (MSA)

Effective Date: January 15, 2026
Company: Ally VS, LLC
Address: 7901 4th St. N #25070, St. Petersburg, FL 33702
Email: info@allyvs.com

 

1. Scope of Services

1.1 Service Categories. Ally VS, LLC (“Company,” “we,” or “our”) provides one or more of the following services (collectively, “Services”):
(a) Software‑as‑a‑Service (SaaS): access to Ally VS‑branded CRM and automation software powered by HighLevel.
(b) Professional Services: consulting, administrative, onboarding, marketing, or related project work.
1.2 Statements of Work (SOW). Each specific subscription or engagement shall be governed by a written proposal, order form, or online checkout (“SOW”) referencing this Agreement. If a conflict arises, the SOW controls for that engagement.

 

2. Term and Renewal

2.1 This Agreement becomes effective on the date of your first acceptance and remains in force until terminated under Section 12.
2.2 Unless otherwise provided in an SOW, SaaS subscriptions renew automatically unless cancelled per Section 3.3. Professional Service engagements end upon completion of deliverables unless renewed in writing.

 

3. Fees, Payment, and Refunds

3.1 Rates and Plans. Fees are described in the SOW or current pricing schedule. Applicable taxes and third‑party charges (for example, SMS credits or payment gateways) are additional.
3.2 Payment Terms. All fees are due in advance unless otherwise agreed. Invoices are payable within seven (7) days. Past‑due balances accrue interest at 1.5 percent per month or the maximum allowed by law.
3.3 Auto‑Renewal of Subscriptions. Subscriptions renew automatically unless you cancel via your account portal or by written notice to info@allyvs.com at least five (5) days before a monthly renewal or thirty (30) days before an annual renewal. Renewal notices will be provided as required by law.
3.4 Professional Service Billing. Unless a monthly retainer is set forth, 50 percent of project fees are due upon engagement and 50 percent upon completion or final delivery.
3.5 Refunds. All fees are non‑refundable except as required by law. If Company fails to perform material work within a reasonable time, a pro‑rated credit may be offered at our discretion.

 

4. Client Responsibilities

You agree to provide accurate information needed to deliver Services, respond promptly to requests for approvals or materials, and use the Services in compliance with applicable laws and regulations, including the TCPA and CAN‑SPAM Act. We may suspend services for violations of law or this Agreement.

 

5. Ownership and Intellectual Property

5.1 Client Data. You retain ownership of all content, data, and materials you upload or provide. We use such data solely to perform Services and maintain your account.
5.2 Deliverables. Upon full payment, you own the final custom deliverables specifically created for you, excluding any Company templates or software tools.
5.3 Company Materials. All software, platforms, processes, and non‑custom content remain the exclusive property of Ally VS, LLC and its licensors.
5.4 License to Operate. You grant Company a limited license to use your data and content solely to operate the Services. You may opt out of marketing use of your logo or testimonial by written notice.

 

6. Changes and Revisions

6.1 Minor revisions requested within seven (7) days after delivery are included unless otherwise stated in the SOW.
6.2 Client‑initiated scope changes after approval or kickoff require a written change order and may adjust fees or timelines.

 

7. Privacy and Data Protection

7.1 Our collection and use of personal and business data is governed by the Privacy Policy and Data Processing Addendum (DPA), which form part of this Agreement.
7.2 We act as a “data processor” or “service provider” under CCPA/CPRA and similar laws, processing only what is necessary to perform Services.
7.3 We implement commercially reasonable security measures including encryption, role‑based access, vendor vetting, and incident‑response protocols.

 

8. Confidentiality

Each party shall use Confidential Information solely to fulfill this Agreement and protect it with the same degree of care used to protect its own confidential data. This obligation survives termination for three (3) years.

 

9. Warranties and Disclaimers

9.1 We warrant that Services will be provided in a professional and workmanlike manner.
9.2 Except as explicitly stated, the Services and software are provided “as is,” without any implied warranties including merchantability or fitness for a particular purpose.
9.3 Consulting advice constitutes general business guidance and does not substitute for legal, tax, or financial advice.

 

10. Limitation of Liability

To the fullest extent permitted by law, each party’s liability under this Agreement is limited to the total fees paid by Client for the Service giving rise to the claim during the twelve (12) months preceding the event. Neither party is liable for indirect, incidental, special, punitive, or consequential damages, or loss of profits, revenue, or data.

 

11. Indemnification

Each party agrees to defend and indemnify the other from claims, losses, or expenses arising from (a) its breach of this Agreement or (b) the negligent, willful, or unlawful acts of its employees or contractors connected with this Agreement.

 

12. Termination

12.1 Either party may terminate for material breach after thirty (30) days’ written notice if uncured.
12.2 We may terminate immediately upon notice for client nonpayment, fraud, abuse, or illegal activity.
12.3 Upon termination, all fees accrued remain due. You have thirty (30) days after termination to export your data before permanent deletion.

 

13. Dispute Resolution

13.1 Disputes exceeding twenty‑five thousand dollars ($25,000) shall be resolved through binding arbitration under the Federal Arbitration Act and the American Arbitration Association rules.
13.2 Hearings will be virtual or in Florida at the Company’s option.
13.3 Each party bears its own attorneys’ fees, except that the prevailing party may recover costs as awarded by the arbitrator.
13.4 Class‑action and jury‑trial waivers apply. Small‑claims court matters remain permitted.

 

14. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict‑of‑law principles. The Federal Arbitration Act governs Section 13.

 

15. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control including acts of God, cyber‑attacks, internet outage, labor disputes, pandemics, or government actions.

 

16. Miscellaneous

Assignment: Neither party may assign this Agreement without prior written consent, except to a successor in interest.
Entire Agreement: This Agreement, the SOW(s), Privacy Policy, and DPA constitute the entire agreement and supersede all prior understandings.
Severability: If any provision is found invalid, the remaining provisions remain in effect.
No Waiver: A failure to enforce any right is not a waiver of it.

 

17. Notices

Ally VS, LLC
Attn: Legal Department
7901 4th St. N #25070
St. Petersburg, FL 33702
Email: info@allyvs.com

Official notices to Client will be sent to the email address on record or posted within the Client Portal.