Master Service Agreement
VGT MEDIA, LLC d/b/a PI Chiro Nexus · Effective August 10, 2026
This Master Service Agreement (“Agreement”) governs Customer’s access to and use of the Services provided by VGT MEDIA, LLC, a Florida limited liability company, doing business as PI Chiro Nexus (“Company”). By clicking “I agree,” checking a box, signing electronically, submitting payment, or using the Services, Customer agrees to be bound by this Agreement.
Customer represents that the person accepting this Agreement has authority to bind Customer. If Customer does not agree to these terms, Customer may not use the Services.
Company provides the PI Chiro Nexus software platform, together with business support services, educational materials, outreach support, coaching, templates, systems, and related services designed to help clinics and other business customers improve personal injury patient acquisition, attorney outreach, referral development, documentation workflows, and related operational processes.
The Services include:
Company provides access to the platform for the duration of Customer’s subscription. Company may add, improve, modify, or retire individual features as the platform develops, and Customer’s access to the platform is not conditioned on any particular feature remaining unchanged. Additional services beyond those listed above apply only where expressly stated in writing.
The Services are delivered as software access, digital materials, and performed services. Company’s delivery obligation with respect to any component of the Services is satisfied when Company makes that component available to Customer. Without limiting the foregoing, Company has delivered when Company has (a) created and configured Customer’s account on the PI Chiro Nexus platform, (b) granted Customer credentialed access to that account, (c) made The Profitable PI Practice Vault and related materials available to Customer, and (d) commenced attorney outreach or campaign activity on Customer’s behalf, in each case to the extent such component is included in Customer’s purchase.
Delivery is complete upon Company making the Services available to Customer. Delivery is not conditioned on the frequency with which Customer or Customer’s personnel log in to, access, or otherwise use the Services, nor on whether Customer implements any material, recommendation, or system provided.
Company may present Customer with one or more delivery confirmation requests through the PI Chiro Nexus platform enumerating the items delivered to Customer. Customer agrees to review each such request promptly and to identify in that request any item Customer believes has not been delivered. Raising a deficiency through that request, or in writing to Company, is the intended method for resolving it. Customer’s failure to identify a deficiency does not, by itself, waive any right of Customer.
Customer acknowledges that dissatisfaction with the commercial results of the Services, which vary as described in the No Warranty and No Performance Guarantees sections of this Agreement, is distinct from a failure by Company to deliver the Services. A claim that the Services did not produce a particular result is not a claim that the Services were not delivered.
Company may maintain records evidencing delivery, including account creation, credentials issued, login and access activity, materials made available, outreach performed on Customer’s behalf, and any delivery confirmation submitted by Customer. Customer agrees that such records may be used to evidence delivery of the Services in connection with any dispute, chargeback, or claim.
Customer is solely responsible for its own use of the Services and for the acts and omissions of its personnel, agents, contractors, and representatives.
Customer agrees not to:
Customer is responsible for all Customer-side approvals, communications, compliance decisions, and business operations.
Company’s ability to perform depends on Customer’s timely cooperation, including providing accurate practice information, granting and maintaining access to accounts and platforms Company needs in order to perform, reviewing and approving campaigns, creative, and messaging when requested, responding to Company’s requests for information, and maintaining any advertising budget Customer has elected to run. Company is not in breach of this Agreement, and no delivery obligation is unmet, to the extent performance is delayed or prevented by Customer’s failure to cooperate. Time periods for Company performance extend by the length of any such delay.
Customer is solely responsible for its own clinical decisions, patient relationships, and professional obligations, and for compliance with all laws and professional rules governing patient solicitation, patient referrals, relationships with attorneys, fee arrangements, fee splitting, and anti-kickback requirements in every jurisdiction where Customer operates. Company does not practice law or medicine, does not broker or guarantee attorney relationships or referrals, and does not pay or receive consideration for the referral of patients or legal matters. Introductions or exposure to attorneys are informational only, and any relationship Customer forms with an attorney is between Customer and that attorney.
Advertising spend is Customer’s responsibility. Where the Services include advertising, Customer pays all advertising spend directly to the applicable advertising platform using Customer’s own billing method. Advertising spend is separate from, and not included in, any fee paid to Company. Customer is responsible for maintaining the recommended minimum daily budget for the duration of any campaign, and Company is not responsible for results affected by insufficient, paused, or interrupted advertising spend.
The Services depend on third-party platforms Company does not control, including advertising networks, communication providers, customer relationship management systems, and hosting providers. Those platforms may change their features, pricing, policies, or availability, may reject or restrict advertising, and may suspend or terminate accounts at their sole discretion. Company is not liable for any act, omission, outage, policy change, rejection, suspension, or termination by a third-party platform, and no such event constitutes a failure by Company to deliver the Services.
Customer is a health care provider and is solely responsible for its own compliance with the Health Insurance Portability and Accountability Act ("HIPAA"), state health privacy laws, and all other laws governing patient information, including obtaining any patient authorizations required for Customer’s use of the Services.
Where Customer uses the Services to create, receive, maintain, or transmit protected health information, the parties will execute a separate Business Associate Agreement, and that agreement governs the handling of protected health information to the extent it conflicts with this Agreement. Customer is responsible for ensuring a Business Associate Agreement is in place before submitting protected health information to the Services. Customer will not submit protected health information to any part of the Services not intended to receive it.
Customer is responsible for the accuracy and lawfulness of all data Customer or its personnel submit, and for restricting access to authorized personnel.
Each party may receive non-public information of the other, including business plans, pricing, systems, workflows, templates, customer and patient information, and technical information ("Confidential Information"). Each party will use the other’s Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound by comparable obligations, or as required by law.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without a duty of confidentiality, or is independently developed. These obligations survive termination.
Company does not provide legal, medical, tax, or compliance advice unless expressly agreed in writing and signed by Company. Any materials, scripts, templates, examples, notes, or content provided through the Services are informational and operational tools only.
Customer is solely responsible for reviewing and adapting all materials before use.
The Services are provided “as is” and “as available.” To the maximum extent permitted by law, Company disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and availability.
Company does not warrant that the Services will be uninterrupted, error-free, or secure, or that any output or material will meet Customer’s expectations.
Customer acknowledges and agrees that Company does not guarantee and has not promised:
Any testimonials, examples, case studies, projections, estimates, or prior results are illustrative only.
Customer may purchase the Services through one or more pricing models, including pay-in-full, split pay, monthly billing, installment plans, or financing-style arrangements. Regardless of the pricing model selected, Customer agrees to pay all amounts due under the applicable checkout page, invoice, order form, or payment schedule.
Unless Company states otherwise in writing:
If Customer fails to pay when due, Company may suspend access, terminate the Services, and pursue collection.
If any payment is overdue, Company may assess a late fee to the maximum extent permitted by law and may also charge interest at the maximum lawful rate, or if no rate is specified, 1.5% per month.
Customer shall be responsible for all costs of collection, including reasonable attorney’s fees, court costs, chargeback fees, return payment fees, bank fees, processor fees, and collection agency fees.
If Customer defaults, Company may accelerate all remaining unpaid amounts immediately due and payable.
Customer may cancel by emailing Company at the cancellation email address designated by Company from time to time.
Customer’s subscription term, renewal period, and any minimum commitment are those stated on the applicable checkout page, order form, or payment schedule. If Customer cancels during a committed term, Customer remains responsible for the remaining balance of the payment plan or the remaining fees for that term, whichever applies. Cancellation does not excuse amounts already due or accrued.
If the Services auto-renew, Customer authorizes Company to continue billing until cancellation becomes effective under this Agreement.
Company may modify, suspend, discontinue, or terminate any portion of the Services at any time, with or without notice, to the extent permitted by law.
Company may immediately suspend or terminate access if:
Termination does not affect accrued payment obligations or any provisions intended to survive termination.
Company may maintain a privacy policy that governs certain data collection and use practices. Any privacy policy, if posted or provided, is incorporated by reference only to the extent it does not conflict with this Agreement.
Customer is responsible for obtaining any required consents, notices, permissions, or authorizations for any data Customer provides to Company.
Customer may need to create one or more accounts to use the Services. Customer is responsible for maintaining credential confidentiality, restricting access to authorized users, keeping information current, and all activity under its accounts.
Customer must notify Company promptly of any suspected unauthorized access or account compromise.
Customer consents to receive communications electronically, including emails, notices, invoices, receipts, service updates, and legally required communications. Electronic communications satisfy any legal requirement that such communications be in writing to the extent permitted by law.
Customer may not resell, sublicense, share, lease, distribute, transfer, or otherwise commercialize the Services or any portion of them without Company’s prior written consent.
Customer may not allow unauthorized third parties to use the Services through Customer’s account or credentials.
The Services, PI Chiro Nexus name, software, systems, workflows, templates, videos, training materials, content, graphics, logos, and other materials are owned by Company or its licensors and protected by applicable intellectual property laws.
Customer receives only a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services for Customer’s internal business purposes during the term of this Agreement.
Customer may not copy, modify, reverse engineer, remove notices from, create derivative works from, publicly display, or exploit the Services or materials except as expressly permitted in writing.
Customer shall defend, indemnify, and hold harmless Company and its affiliates, owners, officers, employees, contractors, agents, and licensors from and against any claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorney’s fees, arising out of or related to:
Company may control the defense of any indemnified claim, and Customer will cooperate at Customer’s expense.
To the maximum extent permitted by law, Company will not be liable for any indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, business interruption, or lost opportunity, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Company’s total aggregate liability arising out of or related to this Agreement or the Services will not exceed the amounts actually paid by Customer to Company in the three months immediately preceding the event giving rise to the claim.
Nothing in this Agreement limits liability for fraud, willful misconduct, or gross negligence to the extent such limitation is not permitted by law.
The parties will first attempt in good faith to resolve any dispute through written notice and informal discussion before filing suit.
Customer agrees not to initiate a chargeback, reversal, or payment dispute without first notifying Company in writing and allowing Company a reasonable opportunity to resolve the issue. Customer acknowledges that all fees are non-refundable and that a chargeback does not eliminate Customer’s contractual payment obligation.
If Customer initiates a chargeback or dispute in violation of this Agreement, Company may suspend or terminate the Services and may seek recovery of the disputed amount, chargeback fees, collection costs, and reasonable attorney’s fees.
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any lawsuit arising from or relating to this Agreement must be filed exclusively in the state or federal courts located in the county where Company maintains its principal place of business, unless Company elects to seek injunctive or equitable relief elsewhere.
The parties waive the right to bring or participate in any class action, collective action, representative action, or private attorney general action to the fullest extent permitted by law. Any claim must be brought only on an individual basis.
This Agreement, together with checkout disclosures and incorporated policies, constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements or statements on the same subject.
If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be reformed to the minimum extent necessary to be enforceable.
No waiver is effective unless in writing. Customer may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, sale of assets, reorganization, or similar transaction.
Headings are for convenience only and do not affect interpretation. This Agreement may be updated by Company from time to time, and continued use of the Services after notice of an updated version constitutes acceptance to the extent permitted by law.
Customer agrees that notices may be sent by email to the most recent email address provided by each party and that such notices are effective when sent, subject to receipt confirmation where applicable.
Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, labor disputes, utility or internet failure, cyberattack, or the act, omission, or failure of any third-party platform or provider. This does not excuse Customer’s payment obligations for Services already delivered.
The following survive termination or expiration of this Agreement: accrued payment obligations, Delivery and Acceptance, Confidentiality, Proprietary Rights, Indemnity, Limitations of Liability, and Disputes, Chargebacks, and Class Action Waiver, together with any other provision that by its nature should survive.
IN WITNESS WHEREOF, Customer agrees to this Agreement by clicking acceptance, signing an order form, or using the Services.
VGT MEDIA, LLC
d/b/a PI Chiro Nexus
500 North Andrews Avenue, Fort Lauderdale, FL 33301
support@vgtmedia.com
Effective August 10, 2026. Questions: support@vgtmedia.com