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This Virtual Assisting and Design Services Agreement (“Agreement”) is made between you (“Client”) and Mystic Eye Creations, Inc. (“Service Provider”) and shall be legally binding.Table of Contents:
Company’s ServicesService Timelines and RevisionsSchedule and Days OffCompensationRefundsCredit Card Authorization and ReleaseChargebacks and Payment SecurityNon-Disclosure and Non-SolicitationAuthorized RepresentativeIntellectual Property
Relationship of PartiesLimitation of LiabilityDisclaimer of GuaranteeTerm/TerminationConfidentialityNon-DisparagementIndemnificationChoice of Law/VenueSeverabilityOther Terms
(“Services”) During the length of the contract, the Service Provider shall perform any and all services outlined in the Client’s quotation for services, as agreed upon by acceptance of this Agreement.
Service Timelines and Revisions
Client understands and accepts that any delay in communication, including but not limited to feedback, necessary files, approvals, and requests for revisions, will adversely affect the completion date of the related services. Service Provider will not be held responsible for delays caused by Client’s failure to provide such necessary communication, including instances when such failure causes conflicts of Service Provider’s schedule, resulting in delays in excess of the client’s original delay. Client also understands and accepts that failure to provide such necessary communication for 30 consecutive days or more is grounds for termination and closure of the service in its entirety, with no eligibility for a refund.The number of included client revisions may be stated in the quote for services provided to the Client by Service Provider. Any revisions in excess of those included in the accepted quote will be subject to a Revision Fee, which shall be equal in cost to one (1) hour at Service Provider’s rate at the time of revision request. The Revision Fee will be invoiced separately by Service Provider and must be paid in full prior to the requested revisions being completed.Some services offered by Service Provider include education or training time. This time must be scheduled within 14 days of the project’s completion, or Client will forfeit.Clients on an hourly billing arrangement will be marked as “inactive” or “past client” if no work is requested within 3 calendar months. Any work requested after that time will be subject to the then-current Services Agreement and Service Provider’s then-current hourly rate. Any and all discounts, “grandfathered” rates, and any promotions will no longer apply.
Schedule and Days Off
The Service Provider is generally available to provide Services Monday, Tuesday, Thursday, and Friday, 10am – 5pm EST, excluding national holidays. All possible effort will be made to notify Client of vacation, sick, and other days for which Services will not be available.
Client agrees to compensate Service Provider according to the payment schedule set forth on Service Provider’s website and the payment plan selected by Client (the “Subscription”). Any additional compensation (including, but not limited to, affiliate commissions) will be addressed with a separate contract, in no way affecting this Agreement. A 5% (five-percent) penalty to all balances that fail initial payment attempts and/or are delinquent by more than 7 days will be incurred. Accounts with outstanding balances will have all work held until the account is in good standing.Pre-paid retainers are valid for 1 month from purchase date and hours do not “roll over” into following months. It is in Client’s best interest to utilize the hours entirely, and if purchased hours are not fully utilized for more than 2 months Service Provider will contact Client to suggest alterations to the retainer.Short-notice or rush work with 24 hours or less notice, and work requested for completion outside of general availability above, may be refused at the Service Provider’s discretion. If Service Provider is available for the work and accepts, the work will be completed at 1.5 times (“time and a half”) Service Provider’s current hourly rate. Please note the current hourly rate may differ from your current rate.Appointments scheduled with Service Provider but not kept (“no show”) will be billed for half of the allotted time at Client’s standard rate, or 15 minutes, whichever is greater, unless the appointment is scheduled outside of Service Provider’s general availability, for which Client will be billed for the entire allotted time.
Upon execution of this Agreement, Client shall be responsible for the full payment of the Subscription. No pro-rated fees or refunds shall be offered by Service Provider.
Credit Card Authorization and Release
Upon acceptance of this agreement, Client, as the credit card holder, authorizes Service Provider to charge the credit card on file for services rendered at the time payment is due. If a payment plan is agreed upon by both Client and Service Provider, Client further authorizes that Service Provider may charge the payment method on file until the full amount owed is satisfied.Client also understands and consents that additional charges associated with, but not limited to, delinquent account or non-payment, supplementary add-on services as requested or approved by Client, and other fees may also be charged to the payment method on file for Client’s account.
Chargebacks and Payment Security
To the extent that Client provides Service Provider with payment information for payment on Client’s account, Service Provider shall be authorized to charge Client’s payment accounts for any unpaid charges in accordance with Client’s payment schedule. Client shall not make any chargebacks to Service Provider’s account or in any way hinder Service Provider’s means and attempts to collect compensation. Client is responsible for all fees associated with chargebacks and any collection fees.
Non-Disclosure and Non-Solicitation
Service Provider shall not directly or indirectly disclose to any person, other than designated representatives of Client, at any time, either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.Additionally, Service Provider may provide Client with proprietary or confidential information belonging to Service Provider as it relates to assisting and improving services for Client. Client shall not directly or indirectly disclose to any person or entity the proprietary or confidential information. If Client wishes to disseminate this proprietary or confidential information to third parties, including but not limited to other contractors, employees, professional coaches, mentors, or business partners, for the sole use of Client’s business, each of these additional parties must submit agreement to Service Provider’s non-disclosure agreement.Furthermore, Service Provider agrees that during the term of this Agreement, and for 1 year following the termination of this Agreement, Service Provider shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of Client, unless a written exception is provided by Client to Service Provider.
Client agrees that by offering user login information, including but not limited to user name, password, PIN, account number, or user ID, to Service Provider, Client authorizes Service Provider to access and manage the associated accounts as an authorized representative. Client may also provide, and thereby authorize Service Provider to use as an Authorized Representative, credit card and bank account information. Service Provider will remain an authorized representative until Client revokes that authorization in writing, or until the contract is terminated.
Service Provider’s copyrighted and original materials shall be provided to the Client for his/her individual use only, unless otherwise stated. Client shall not be authorized to use any of Service Provider’s intellectual property for Client’s business purposes. Client shall not be authorized to share, copy, distribute, or otherwise disseminate any original materials received from Service Provider without prior consent.Any completed works copyrighted, inventions, patents, or products (collectively, the “Work Product”) developed by Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product. Full intellectual property rights for creative drafts rejected by the Client will remain with Service Provider.Client agrees not to request any work from Service Provider which would violate copyrights, trademarks, or any other rights and protections. In the event Client misrepresents materials as free from such protections, Service Provider will be in no way liable for any repercussions which result, directly or indirectly. Client also agrees that such misrepresentation is grounds for immediate severance of Services by Service Provider. Service Provider reserves the right to refuse any and all tasks which may violate the rights and protections of others, or to which Service Provider is morally or ethically opposed, provided Service Provider offers Client written notice and explanation of such.
Relationship of Parties
It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.
Limitation of Liability
Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Contractor’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.
Disclaimer of Guarantee
Service Provider makes no representations or guarantees, verbally or in writing, regarding performance of this Agreement and Services.
Either party may terminate or alter this agreement upon 14 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. Upon Termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt. Failure to provide 14 days written notice of agreement termination or alteration will result in a fee to the client equal to the average of monthly payments.
Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by Service Provider during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.
In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. In the event of a dispute between the Parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.
Client shall defend, indemnify, and hold harmless Service Provider, Service Providers’ affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorney’s fees, and disbursements. Client shall defend Service Provider in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Service Provider recognizes and agrees that all affiliates and successors of Service Provider shall not be held personally responsible or liable for any actions or representations of the Service Provider.
Choice of Law/Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of New Hampshire, Merrimack County pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Upon execution of this Agreement the Parties agree that any individual, associate, and/or assign shall be bound by the terms of THIS AGREEMENT. A facsimile, electronic, or e-mailed executed copy of this Agreement shall constitute a legal and binding instrument with the same effect as an originally signed copy.
Last updated July 2017Added Credit Card Authorization and Release section to clarify how credit and debit card payment methods are used.
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