Terms of Service

1. Acceptance of Terms

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 Dr. Personal Injury Growth (“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.

2. Description of the Program

Company provides the Dr. Personal Injury Growth program (the “Program”), a done-for-you service designed to help clinics grow their personal injury practice through patient marketing, attorney outreach, referral development, coaching, and related operational support. The Program, together with the software access and materials described in this Agreement, makes up the “Services.”

The Services include:

• Six (6) months of access to the PI Chiro Nexus software platform at no additional charge, including the practice dashboard, patient and calendar management, intake, and the attorney CRM.
• Access to The Profitable PI Practice Vault, Company’s resource library, within the platform.
• Done-for-you outreach to attorneys on Customer’s behalf, to help Customer develop new attorney referral partners.
• Exposure to Company’s attorney network.
• Coaching on outreach methods, messaging, and related sales activities.

Company provides access to the platform for the duration of the Program Term and any Benchmark Extension. 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.

3. Program Term

The Program runs for six (6) months (the “Program Term”). The Program Term begins on the date Company receives Customer’s initial payment (the “Program Start Date”) and ends six (6) months after that date.

The Program Term follows the calendar from the Program Start Date. Completing onboarding promptly helps Customer get the full benefit of the Program, and time lost to delays on Customer’s side does not extend the Program Term. If a delay is caused by Company, Company will extend the Program Term by a reasonable amount of time to make up for it.

4. Complimentary Software Access

As part of the Program, Customer receives access to the PI Chiro Nexus software platform for the full Program Term, and during any Benchmark Extension, at no additional charge.

The software access is included with the Program. It is not sold separately under this Agreement, has no separate cash value, and cannot be exchanged for a refund, credit, or discount. When the Program ends, Customer may choose to keep using the software on a paid subscription at Company’s then-current rate. If Customer activates the software with a payment method on file, the paid software subscription begins when the complimentary period ends unless Customer cancels before then, and Company will send a reminder by email before the first charge.

Customer’s use of the software is also governed by the PI Chiro Nexus Terms of Service and Privacy Policy. If those terms conflict with this Agreement regarding the Program, this Agreement controls.

5. The 15-Patient Benchmark

During the Program Term, Company works toward helping Customer receive fifteen (15) new personal injury patients (the “Benchmark”). The Benchmark is a goal that Company and Customer work toward together. It is not a guarantee, promise, or representation that Customer will receive any particular number of patients or any other result.

A patient counts toward the Benchmark when the patient (a) is new to Customer’s clinic, (b) is seeking care for a personal injury matter, (c) attends at least one visit at Customer’s clinic during the Program Term or any Benchmark Extension, and (d) came to Customer through Company’s marketing efforts or through an attorney who began referring to Customer as a result of Company’s attorney outreach.

So that both parties have an accurate count, Customer agrees to record new patients in the PI Chiro Nexus platform or report them to Company in writing as they arrive. Company will determine the count in good faith based on those records and any other information Customer provides.

6. Benchmark Extension

If the Benchmark has not been reached by the end of the Program Term, Company will offer Customer an extension of the Program at no additional charge (the “Benchmark Extension”). The Benchmark Extension continues the Program’s services and software access for up to three (3) additional months, and ends on whichever of the following comes first: (a) the end of that three-month period, or (b) the date the Benchmark is reached.

Customer is eligible for the Benchmark Extension if, at the end of the Program Term:

• All Program fees have been paid in full and on time.
• Customer has not initiated a chargeback, payment reversal, or payment dispute.
• Customer has not cancelled the Program or asked to pause it.
• Customer has reasonably cooperated with Company as described in the Customer Cooperation section, including completing onboarding, keeping Company’s access to the accounts it needs, and following up promptly on patient and attorney leads.
• Customer has recorded or reported new patients as described in The 15-Patient Benchmark section.

Company will make the offer in writing near the end of the Program Term, and Customer may accept it by replying in writing, including by email, within fourteen (14) days of the offer. Company may choose to offer a Benchmark Extension even where an eligibility requirement is not met.

The Benchmark Extension is available once per Program. It is a continuation of services, not a refund, credit, discount, or payment of any kind, and it has no cash value. It does not reduce or change any payment already owed under this Agreement. The Benchmark Extension is the sole and exclusive remedy relating to the Benchmark. Not reaching the Benchmark, whether during the Program Term or during a Benchmark Extension, is not a breach of this Agreement and is not a failure to deliver the Services.

7. Delivery and Acceptance

7.1 When Delivery Occurs.

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) provided Customer with an access code or signup link for the PI Chiro Nexus platform, together with instructions for creating Customer’s account, (b) made the platform available for Customer to create and access 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.

7.2 Delivery Is Not Conditioned on Use.

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.

7.3 Confirmation of Delivery.

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.

7.4 Dissatisfaction Is Distinct From Non-Delivery.

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.

7.5 Records of Delivery.

Company may maintain records evidencing delivery, including access codes and signup links issued, account creation, 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.

8. End-User Responsibilities

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:

• Use the Services unlawfully.
• Misrepresent Customer’s business, credentials, outcomes, or intentions.
• Provide false, misleading, defamatory, or incomplete information.
• Share login credentials with unauthorized persons.
• Reverse engineer, copy, or misuse the Services or materials.
• Use the Services in a way that violates advertising, privacy, data, or consumer protection laws.
• Submit data or content that Customer does not have the right to submit.

Customer is responsible for all Customer-side approvals, communications, compliance decisions, and business operations.

8.1 Customer Cooperation.

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, and responding to Company’s requests for information. 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.

8.2 Patient and Attorney Relationships.

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.

9. Protected Health Information

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.

10. Confidentiality

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.

11. Disclaimer

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.

12. No Warranty

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.

13. No Performance Guarantees

Customer acknowledges and agrees that Company does not guarantee and has not promised:

• Patient volume.
• Attorney meetings or partnerships.
• Revenue, profit, reimbursement, or collections.
• Marketing performance or conversion rates.
• Any legal, business, operational, or financial outcome.
• That Customer will reach the Benchmark.

Any testimonials, examples, case studies, projections, estimates, or prior results are illustrative only. The Benchmark is a goal, and the Benchmark Extension is the only thing Company offers if the Benchmark is not reached.

14. Pricing and Payment Terms

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:

• The Program fee covers the full six-month Program Term, whether Customer pays in full or in installments.
• All fees are non-refundable.
• All payment obligations are non-cancelable during the committed term.
• Customer is responsible for the full contract price.
• Payment obligations are not conditioned on Customer’s use, satisfaction, results, or success.
• Company may charge the payment method on file for recurring or installment payments.
• Customer is responsible for all taxes, bank fees, processor fees, and similar charges.

If Customer fails to pay when due, Company may suspend access, terminate the Services, and pursue collection.

15. Late Fees, Default, and Collections

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.

16. Commitment and Cancellation

Customer commits to the full six-month Program Term. Customer may cancel by emailing Company at support@vgtmedia.com. If Customer cancels before the end of the Program Term, Customer remains responsible for the remaining balance of the Program fee, and the Benchmark Extension will not be available. Cancellation does not excuse amounts already due or accrued.

Whether the Program renews after the Program Term and any Benchmark Extension, and on what terms, is as stated on the applicable checkout page, order form, or payment schedule. If none is stated, the Program ends at the close of the Program Term or Benchmark Extension. Any paid software subscription Customer chooses afterward is separate from the Program and may be cancelled under its own terms.

17. Modification and Termination of the Service

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:

• Customer breaches this Agreement.
• Customer fails to pay.
• Customer becomes insolvent or ceases operations.
• Company reasonably believes Customer’s use creates legal, security, financial, reputational, or operational risk.
• Company is required to do so by law or a third-party provider.

Termination does not affect accrued payment obligations or any provisions intended to survive termination.

18. Privacy Policy

The Dr. Personal Injury Growth Privacy Policy describes how Company handles information in connection with the Program, and the PI Chiro Nexus Privacy Policy governs information entered into the software. Each is incorporated into this Agreement by reference 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.

19. End-User Accounts

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.

20. Electronic Communication

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.

21. No Resale of Service

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.

22. Proprietary Rights, Patent Pending, Trademarks, and Copyrights

The Services, the Dr. Personal Injury Growth and PI Chiro Nexus names, 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.

23. Indemnity

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:

• Customer’s breach of this Agreement.
• Customer’s use of the Services.
• Customer’s content, data, communications, or materials.
• Customer’s violation of law.
• Customer’s marketing, outreach, patient communications, or business practices.
• Any third-party claim relating to Customer’s services, products, or representations.

Company may control the defense of any indemnified claim, and Customer will cooperate at Customer’s expense.

24. Limitations of Liability

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.

25. Disputes, Chargebacks, and Class Action Waiver

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.

26. Miscellaneous Terms

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.

Customer accepts this Agreement by clicking “I agree” (or checking the acceptance box) at checkout, submitting payment, or using the Services.

VGT MEDIA, LLC
d/b/a Dr. Personal Injury Growth
500 North Andrews Avenue
Fort Lauderdale, FL 33301
support@vgtmedia.com