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STARTVIRTUAL CLIENT SERVICES AGREEMENT: REAL ESTATE


STARTVIRTUAL CLIENT SERVICES AGREEMENT: REAL ESTATE

This Client Services Agreement ("“Agreement"” or "“Account"”), dated as of {{order_date}} ("“Effective Date"”), is between Blue Acorn Marketing  LLC, an Arizona limited liability company, dba StartVirtual with a mailing address of 1753 E  Broadway Road suite 101-400 Tempe, AZ 85282; and {{customer_wp_user_firstname}} {{customer_wp_user_lastname}}  (““Client"”) with its principal office at {{billing_address_1}} {{billing_city}}, {{billing_state}} {{billing_postcode}}.

RECITALS

WHEREAS, Client desires to retain the services of StartVirtual to provide full and/or part-time independent administrative services in support of Client’s business utilizing out-of-office virtual assistant(s) ("“VA"”) and StartVirtual desires to provide such services on the terms and conditions outlined in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, StartVirtual and Client  agree as follows:

 

AGREEMENT 

  1. Scope of Services - StartVirtual shall use reasonable efforts to supply Client with the administrative support services of one or more independent VAs as requested by Client on a contract basis to perform administrative services relating to Client’s real estate related business. The services to be performed by the VA will be as follows:

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Should the Client request services not specifically identified in this Agreement, such additional services and costs for such services may be documented by email transmission and such additional services shall be provided pursuant to the terms of this Agreement. 

  1. Selection of VAs - StartVirtual shall recruit, interview, and confirm resumes and references for all VAs to be assigned to Client prior to such assignment. If Client has specific skill requirements, StartVirtual must be notified via the discovery call or during onboarding prior to assignment of VA. StartVirtual will not be responsible for conducting investigative background checks such as, but not limited to, fingerprinting, further criminal background checks, credit history checks, driving record verifications, drug and/or alcohol tests or any other specific pre-employment screening not referenced herein. 

  2. Status of VAs - Except as otherwise provided herein, StartVirtual assumes full responsibility for compensating its VAs. VAs shall not be considered or treated as employees of Client for any reason whatsoever, including, but not limited to, entitlement to disability or unemployment insurance,  workers' compensation, medical insurance, sick leave, pensions, severance or any other employment benefit of any nature offered or provided by Client. Client agrees and understands that VAs may work for any other third party during the term of this Agreement and that the retention of VA services shall not be an exclusive relationship. 

  3. Fees, Billing, and Time Records - StartVirtual shall charge Client for the VA services as follows:

Client will be invoiced for the allocated hours per week as set forth above every thirty (28) days in advance of the VA performing its services for the Client under this Agreement.  If Client and           StartVirtual mutually agree, Client may adjust the allocated hours to be provided by the VA under this Agreement, which change shall be effective thirty (30) days after it is documented by email, and such adjusted allocation in hours shall be controlled by this Agreement.  The assigned VAs time will be tracked by a StartVirtual client success manager.  Upon request made by the Client, StartVirtual shall provide time records of VA actual work hours as logged to the system utilized by StartVirtual. Client will receive a credit towards future invoices if the VA works less than the allocated time each week and the Client will be invoiced for any time worked by the VA over the allocated time each week.  StartVirtual, at its sole discretion, may charge Client one and a half (1.5) of the regular hourly rate for VAs for hours worked by VAs during scheduled days off, holidays, and/or in excess of eight (8) hours per day or 40 hours per week or four (4) hours per day for part-time  VAs or 30 hours per week. This provision is not intended to create an employment relationship whatsoever.  StartVirtual may increase the price per hour for Client’s assigned VA at any time after one (1) calendar year from the date of this Agreement, within its sole and absolute discretion, by providing Client with thirty (30) days written notice of the price increase.

  1. Payment Method - StartVirtual invoices are due immediately upon receipt and will be paid electronically through Client’s credit card on file via StartVirtual's selected merchant service provider. Upon Client's initial payment, Client’s complete credit card information will be held on file with StartVirtual’s merchant service provider for the purpose of automatic payment of Client’s invoices and with respect to the credit card held on file Client agrees as follows:

 

 

Initials

I hereby authorize StartVirtual to use the Client’s credit card on file to charge the balance due to StartVirtual each month, as reflected on the Client(s)' and/or cardholder's invoice.  Payment will be processed on the date Client’s invoice is issued.

Initials

Payments made to StartVirtual are non-refundable, and the Client and cardholder agree to not dispute the charges specified herein with the bank that issued the credit card or with any credit card company. 

Initials

Being the authorized cardholder or the authorized signer for the Client’s card, by signing below I understand and agree to the terms set forth in this Agreement, agree to pay, and specifically authorize the StartVirtual to charge my credit card the Client’s invoices.  Client further agrees that in the event Client’s credit card becomes invalid, Client will provide a new valid credit card upon request, to be charged for the payment of any outstanding invoices owed.  

  1. Taxes - StartVirtual and VAs shall be solely responsible for the preparation and submission to applicable authorities of their respective federal, state and/or local income taxes, if any, attributable to income derived by each in connection with the subject matter of this Agreement. 

  2. Limitation on Duties - Client agrees that it will not entrust VAs with cash, checks, negotiable instruments, credit cards, confidential and/or proprietary information, trade secrets, or other valuable items, information, or data without the express written consent of StartVirtual. Client will not require VAs to engage in any illegal, unethical, immoral and/or hazardous duties. Client will not have the VA work  outside their respective Job Description without prior consent from StartVirtual. 

  3. Performance of Assignment - VAs shall have the following tools and equipment: computer, headset, electronic mail address, and access to the Internet ("Standard Equipment"). Client will be responsible for prompt reimbursement of any expense incurred by StartVirtual or any VA in purchasing equipment or tools beyond the Standard Equipment that Client may require VAs to utilize in performance of the work set forth in this Agreement and/or any subsequently approved modifications  thereto. StartVirtual will secure the approval from client for needed tools and equipment prior to  purchasing. While VAs shall ultimately determine and have control over the method and means by  which they accomplish their tasks, Client shall be responsible for providing VAs day to day guidance,  assistance and other information as reasonably necessary for the successful and timely completion of  their Job Description and each assignment. Client shall be responsible for the submission of all work  product produced by the VAs to third parties and will ensure that the VA produces original materials and materials that do not infringe upon the copyrights, patents and/or trademarks of third parties  including, without limitation, photographs, print media, visual media, digital media or any other form  of expression. StartVirtual accepts no responsibility whatsoever for any infringing material created  and/or distributed by VAs given this is Client's obligation to monitor before submission to third  parties.

  4. Electronic Communication - Client acknowledges that StartVirtual communicates with its clients, partners, vendors, employees, agents, affiliates and VAs electronically. Client agrees and consents to receive electronically all invoices, communications, agreements, documents, notices, policies, annual  disclosures, transaction receipts, account statements and history, or any other document or correspondence (collectively "Communications") that StartVirtual provides in connection with  services provided, billings or Accounts. 

  5. Communication - By signing this agreement, the client consents that all communication with StartVirtual representatives or employees may be monitored or recorded by StartVirtual. StartVirtual may use the said recordings for purposes of training, collection of debts and any business purpose StartVirtual, determines. These communications include written, spoken, video and SMS. 

  6. Notices - Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by electronic mail or sent by certified, registered, or overnight courier, postage prepaid. Any such notice shall be deemed given when so delivered  personally, by electronic mail, if delivered by commercial overnight  courier service, one (1) day after delivery or, if mailed, five (5) days after the date of deposit in the  United States mail, to the addresses set forth at the beginning of this Agreement. 

  7. No Warranty/Limitations on Liability - StartVirtual makes no express or implied warranty, including, but not limited to, any warranty of quality, performance, merchantability of fitness for any purpose, with respect to any services performed or any goods, including, but not limited to,  processes, procedures, or other proprietary property developed hereunder. In no event shall Start  Virtual be liable to Client or any other party for any damages, expenses, liabilities, fees, obligations,  or losses ("Losses") arising out of this Agreement whatsoever, or the services provided hereunder,  whether for work performed, goods or services developed, or otherwise, which are in the aggregate  in excess of the applicable amount of fees actually paid to StartVirtual by Client with respect to the  assignment resulting in such Loss. In no event shall StartVirtual be liable to Client or any party for any  incidental, indirect, or consequential Loss (including, but not limited to, lost profits, business  interruption or lost data) arising from or related to any services performed or goods developed  pursuant to this Agreement. All claims must be delivered in writing to StartVirtual within 30 days  after the termination of the applicable VA assignment with Client or they are expressly waived. 

  8. Assumption for Due Diligence Regarding Local Labor Standards and Disclosures - All parties acknowledge and understand that the services provided by VAs are not intended to be subject to the Federal Labor Standards pursuant to 29 U.S.C.S. §203(f). However, Client has consulted legal counsel  of its choice in the jurisdiction where Client and or Client's business will use the services provided by  VA in regards to the services to be provided by VA, Client's intended use of said services, and this Agreement. After consideration of same, in the event VA performs any work under a government  contract, state or federal law requiring higher and/or prevailing wages, or other similar contract,  Client assumes all liability, responsibility, and obligation to disclose, and Client agrees to pay pro rata  a price differential to reflect the higher and/or prevailing wages that may be due, if any. In the event  Client directs a VA to handle, work with, or become otherwise exposed to confidential, financial or  private information of third parties and such disclosure is required by contract, federal or local laws,  statutes, codes or ordinances, Client assumes all liability, responsibility, and obligation to disclose the  nature of its relationship with the VA.

  9. Non-Solicitation - Client acknowledges that StartVirtual has incurred significant expense for the recruitment, hiring and training of its VAs and that the identity, telephone number, address, skills, qualification references, and work history of each VA constitutes the trade secrets of StartVirtual.  During the term of this Agreement and for a period of one (1) year after the termination of this  Agreement, Client agrees that Client or any of Client's agents, employees, divisions, partners,  subsidiaries, affiliates, successors, and assigns, (a) will not directly or indirectly hire, solicit, contact, use the services of, or attempt to hire, solicit, contact, use the services of a VA who served as a VA  with or on behalf of StartVirtual at any time during the term of this Agreement, (b) will not interfere  with any VA's relationship with StartVirtual, or (c) will not request, induce or encourage any of Start  Virtual’s past or present VAs to provide services to, through or on behalf of a third-party or other  entity. Notwithstanding the foregoing, if Client desires to: (1) use the services of a StartVirtual VA  after the termination of this Agreement or (2) to have a StartVirtual VA provide services to the Client  through a third-party or other entity, the Client may request StartVirtual’s express written consent to the same. If StartVirtual provides its consent, the Client shall pay StartVirtual an administrative fee  of $10,000.00 per VA.

CLIENT SPECIFICALLY CONSENTS AND AGREES THAT IN THE EVENT CLIENT  ELECTS TO TERMINATE THIS AGREEMENT, AND CLIENT REQUESTS AND STARTVIRTUAL CONSENTS IN  WRITING TO CLIENT RETAINING THE SERVICES OF ONE OR MORE OF STARTVIRTUAL VAS PURSUANT  TO THIS SECTION, STARTVIRTUAL MAY IMMEDIATELY CHARGE ALL FUNDS DUE UNDER THIS SECTION  AGAINST CLIENT'S CREDIT CARD HELD ON FILE VIA CLIENT'S ACCOUNT THROUGH STARTVIRTUAL’S SELECTED MERCHANT PROVIDER. STARTVIRTUAL, IN ITS SOLE DISCRETION, MAY CHARGE ANY  PORTION OF SAID FUNDS WITHOUT WAIVING ANY AMOUNTS OWED BY CLIENT IN EXCESS OF SAID  CHARGE. 

  1. Liquidated Damages - It is acknowledged that Client’s violation or breach of Section 14 above will cause STARTVIRTUAL to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by StartVirtual  of actual damages, and that liquidated damages represent a fair, reasonable and appropriate  estimate thereof. Accordingly, in lieu of actual damages for such a violation or breach, Client agrees  that liquidated damages may be assessed and recovered by StartVirtual against Client, in the event  of a violation or breach of Section 14 without StartVirtual being required to present any evidence of  the amount or character of actual damages sustained by reason thereof; therefore Client shall be liable to StartVirtual for payment of liquidated damages in the amount of Fifteen Thousand Dollars  ($15,000) for each violation or breach of Section 14. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Client shall pay them to  StartVirtual without limiting StartVirtual’s other rights and remedies herein.

CLIENT SPECIFICALLY CONSENTS AND AGREES THAT IN THE EVENT CLIENT BREACHES OR VIOLATES SECTION 14, START  VIRTUAL MAY IMMEDIATELY CHARGE ALL FUNDS AND LIQUIDATED DAMAGES DUE HEREUNDER  AGAINST CLIENT'S CREDIT CARD HELD ON FILE VIA CLIENT'S ACCOUNT THROUGH STARTVIRTUAL’S SELECTED MERCHANT PROVIDER. STARTVIRTUAL, IN ITS SOLE DISCRETION, MAY CHARGE ANY  PORTION OF SAID FUNDS OR DAMAGES WITHOUT WAIVING ANY AMOUNTS OWED BY CLIENT IN  EXCESS OF SAID CHARGE. 

  1. Term and Termination - This Agreement may be terminated by either party for any reason upon thirty (30) days’ notice to the other in writing. StartVirtual may terminate this Agreement immediately in the event (i) Client fails to make any required payments hereunder within ten (10) days from the date it is due, (ii) Client’s credit card becomes invalid or does not have a sufficient balance to pay an invoice and Client fails to provide StartVirtual with a valid credit card with a sufficient balance to pay all current and future invoices within seven (7) days of written request by StartVirtual, or (iii) Client becomes bankrupt, insolvent, or discontinues operations. StartVirtual shall be entitled to retain and/or claim all payments due hereunder after the effective date of termination. 

  2. Arbitration - Client and StartVirtual agree that any dispute arising under the terms and conditions of this Agreement or concerning the respective rights or obligations hereunder of the parties shall be settled and determined by arbitration before the American Arbitration Association located in Maricopa County, Arizona, in accordance with its rules for commercial disputes. The arbitrators shall have the power to award specific performance or injunctive relief. However, in any arbitration proceeding arising under this Agreement, the arbitration shall not have the power to change, modify or alter any express condition, term or provision of this Agreement, and to that extent, the scope of their authority is limited. The arbitration award shall be final and binding upon the parties and the judgment thereon may be entered in any court having jurisdiction thereof. 

  3. Injunctive Relief - To prevent irreparable harm to the parties, strict compliance with this Agreement is imperative. Client and StartVirtual acknowledge that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of StartVirtual and that any violation of such restrictions will result in irreparable injury to StartVirtual. Therefore, Client acknowledges and agrees that, in the event of a violation of this Agreement, StartVirtual may seek preliminary and permanent injunctive relief, which remedies shall be cumulative and in addition to any other rights or remedies to which StartVirtual may be entitled. Notwithstanding the Section above regarding arbitration, StartVirtual retains the right to seek injunctive relief in a court of competent jurisdiction in the event of a breach, or threatened breach, of this Agreement, and both parties waive any requirement that a bond be posted as a condition to any injunctive relief. 

  4. Indemnity - The Client shall defend, indemnify and hold harmless StartVirtual, each of its owners, employees, officers, agents, contractors, licensors, suppliers, consultants, advisors, directors, managers, shareholders, successors, assigns, predecessors, affiliates, VAs and members for any losses, claims, damages, costs, fees, awards, judgments, infringements, penalties, or injuries of any kind incurred by any third party, including reasonable attorney's fees and costs and expert fees,  which arise from any alleged negligence, willful misconduct, infringement or breach by Client in regards or in connection to this Agreement, the business performed pursuant thereto, or Client's affiliation with StartVirtual. This section shall survive the termination of this Agreement. 

  5. Entirety of Agreement - This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement. 

  6. Relationship of the Parties - Each party hereto is an independent contractor. Neither of the parties shall act or represent or hold itself out as having authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each party being individually responsible only for its obligations as set forth in this Agreement. 

  7. No Waiver - No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.

  8. Jurisdiction and Venue - This Agreement shall be governed by, and construed under, the laws of the State of Arizona. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court located in Maricopa County, Arizona, and each party hereto (i) irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding, and (ii) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts in and of the State of Arizona, and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum. 

  9. Assignment - Neither this Agreement nor any duties or obligations hereunder may be assigned by Client without the prior written consent of StartVirtual.

  10. Partial Invalidity - If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. 

  11. Act of God - If StartVirtual is prevented from performing its obligations under this Agreement by an act of God or by any other occurrence that is beyond the control of the parties to this contract, then it shall be excused from any further performance of its obligations and undertakings under this contract.
     
  12. Effect of Waiver - The failure of StartVirtual to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

  13. Execution by Electronic Means and in Counterparts - This Agreement may be executed by electronic means and in counterparts, each of which shall be deemed to be an original, but which together shall constitute one in the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall affect the meaning or interpretation of this Agreement. 

  14. Attorneys Fees and Costs to Prevailing Party - In any arbitration or lawsuit arising out of or related to this Agreement, the prevailing party shall be entitled to recover all costs, attorneys fees, and expert fees against the non-prevailing party and all costs and attorneys’ fees incurred to collect any amounts awarded in favor of the prevailing party.

 

 

With the intent to be legally bound, each party has caused its authorized representative to execute this Agreement below.

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Signed by Cody Barton
Signed On: November 17, 2022


Signature Certificate
Document name: STARTVIRTUAL CLIENT SERVICES AGREEMENT: REAL ESTATE
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November 16, 2022 3:28 pm MSTSTARTVIRTUAL CLIENT SERVICES AGREEMENT: REAL ESTATE Uploaded by Cody Barton - [email protected] IP 174.68.51.181