These Terms and Conditions (this “Agreement”), effective as of the date of your electronic acceptance by checking the box accepting this Agreement on the ThriveVA.com website (the “Effective Date”), is entered into by and between the person entering into this agreement electronically through Thrive's website (the “Client”), and Thrive Virtual Assistance LLC (“Thrive”). The Client and Thrive are referred to herein individually as a “Party,” and collectively, as the “Parties.” The Parties hereby agree as follows:
1. The Services.
(a) Services. Thrive agrees to provide to the Client the services as they are described on Exhibit A attached hereto (“Services”). Thrive may use its Personnel (as defined below) to perform the Services.
(b) Change in Services. Material changes in the scope of the Services may be effected from time to time during the term of this Agreement by a written amendment to this Agreement or Exhibit A, provided such amendment is signed by Client and Thrive. Except as expressly modified by the Parties, each such amendment shall be subject to all of the provisions of this Agreement.
(c) Thrive reserves the right to refuse to perform any Service which may, in Thrive's sole opinion, violate any law, rule, ordinance, contract, or agreement including (but not limited to) the CAN-SPAM Act and the Telephone Consumer Protection Act.
2. Systems and Methods.
(a) Systems. The Services shall be provided by means as reasonably directed by Client. Thrive will, when practical, utilize Client’s computer, software, social media advertising accounts or email systems (collectively, “Systems”) in order to provide the Services and in such cases Client shall provide Thrive with appropriate access to its Systems.
(b) Methods. In performing its obligations under this Agreement, Thrive in its regular course of business will use its discretion, internally designed processes, procedures, systems, and tools to provide the Services as it deems appropriate.
3. Additional Obligations of Thrive.
(a) Standard of Care. Thrive agrees to perform the Services with professional diligence and care in keeping with industry standards. Thrive shall perform the Services efficiently. The Parties shall not make any disparaging remarks, comments, press or news releases, or other disparaging communications about each other to any party, whether oral, written or other reproducible form.
(b) Personnel. Thrive will use diligent efforts to adequately train all employees or contractors who will perform the Services (collectively, “Personnel”). However, Client acknowledges that Thrive cannot guarantee that services performed by any Personnel will meet its standards. Personnel may not be screened or subject to a background check. Client agrees not to provide sensitive information, such as financial information, banking, credit card information, or login usernames and passwords to accounts with sensitive information, to Personnel. Client agrees to use caution when providing Personnel with any other information.
(c) Data Storage Procedures. Thrive will store Client’s leads and the lead’s contact details in Thrive’s internal CRM for up to 90 days. After 90 days, leads will be automatically erased from our system. Therefore, if the client wishes to keep leads and contact information of leads for longer than 90 days or save to their own personal CRM or records, the client must download the lead’s information from our CRM within 90 days from the lead entering our CRM.
4. Intellectual Property.
(a) Ownership of Intellectual Property. All work product of any kind, tangible or intangible, created by Thrive (including subcontractors) solely and exclusively in connection with this Agreement, and all related patents, copyrights and other intellectual property rights, shall be the exclusive property of Thrive. Client will not receive any license, assignment, or ownership interest in any of Thrive's proprietary intellectual property.
5. Payment for the Services.
(a) Payment. During the term of this Agreement, Client agrees to pay a monthly automatic payment for the Services to be rendered that month based upon the rates for Services described in Exhibit A. Client expressly authorized Thrive to bill its credit card or other payment method each month on a recurring basis for fees incurred. Client understands and agrees that they will be billed a seperate amount as their ad budget every month from Facebook. The amount will be dependent on the ad budget the Client has chosen and instructed Thrive to set in their Facebook Ads account.
(b) No refunds. All sales will be considered final and no refunds, setoffs, or credits will be provided under any circumstance.
6. Term and Termination.
(a) Term. The term of this Agreement (the “Term”) will commence on the Effective Date and will continue for a period of one year, unless earlier terminated in accordance with this Section 6. The Term will automatically be extended for subsequent one year periods unless terminated.
(b) Termination. Thrive may immediately terminate this agreement and the working relationship with the Client for at any time and for any reason without notice. The Client must provide written (which may be emailed) notice to Thrive at least 7 days prior to terminating the service and agreement.
7. Relationship Management.
(a) Client Relationship Manager. Client will appoint a relationship manager to manage the relationship established by this Agreement who will: (a) have overall managerial responsibility for Client’s responsibilities under this Agreement; (b) serve as the primary liaison; and (c) be able to call upon the experience, expertise and resources of Client as may reasonably be needed to properly perform its duties hereunder.
(a) Definition. “Confidential Information” means any confidential or proprietary information of a Party that is disclosed in any manner, including oral or written, graphic, machine readable or other tangible form, to the other Party in connection with or as a result of discussions related to this Agreement, and which at the time of disclosure is marked as being “Confidential” or “Proprietary,” Confidential Information includes the existence, terms and conditions of this Agreement.
(b) Treatment and Protection. Each Party agrees (a) to hold in strict confidence all Confidential Information of the other Party, (b) to use such Confidential Information solely to perform or to exercise its rights under this Agreement, and (c) not to transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party, except as required by law or in furtherance of litigating a dispute arising under this Agreement. The receiving Party agrees to comply with any confidentiality agreements between the disclosing Party and any third party related to confidential or proprietary information of such third party.
(c) Exclusions. The term “Confidential Information” shall not include information that is: (a) in the public domain through no fault of the receiving Party or of any other person or entity that is similarly contractually or otherwise obligated; (b) obtained independently from a third party without an obligation of confidentiality to the disclosing Party and without breach of this Agreement; or (c) independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party. (d) Basic contact information and lists such as contacts, contact information, lead lists, phone numbers, email addresses, and names.
9. Indemnity and Limitation of Liability.
(a) Indemnity. Client shall indemnify, defend and hold harmless Thrive from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, expenses (including attorneys’ and accountants’ fees) and costs (each, a “Claim” and collectively, “Claims”), incurred by, borne by or asserted against Thrive to the extent such Claims in any way relate to, arise out of or result from: (a) any misconduct, whether intentional, negligent, or otherwise on the part of Personnel, (b) any defect in the Services, or (c) any actual or alleged infringement or misappropriation of any third party’s intellectual property rights by any of the Services.
(b) Limitation of Liability. In no event will either Party be liable to the other Party for any indirect, incidental, special, consequential or punitive damages, including (without limitation) loss of profit, income or savings, even if advised of the possibility thereof. Further, Client acknowledges that Personnel are solely and personally responsible to Client for any damages incurred as a result of the Personnel's actions.
(a) Client will not solicit, hire, recruit, encourage, or induce any of Thrive's Personnel in order to provide services of any kind to Client or its affiliates or customers directly, whether as a contractor, employee, or otherwise. Client acknowledges and agrees that if Client breaches this Section 10(a), Thrive will incur immediate, direct, and substantial harm which would be very difficult to compute with certainty as a basis for recovery of actual damages. Client therefore acknowledges and agrees and that the liquidated damages described in this Section 10(a) represent a fair and reasonable method of calculating damages and that it is in no way punitive. Client acknowledges and agrees that liquidated damages in the amount of $10,000.00 may be assessed and recovered by Thrive against Client in the event of any breach of this Section 10(a) and without any requirement that Thrive present any evidence of the amount or character of actual economic damages incurred. These liquidated damages are in addition to, and not in lieu of, the Thrive's right to an injunction against Client for such a breach.
(a) Relationship of Parties. The Parties are and shall be, with respect to the subject matter of Agreement, independent contractors of one another and nothing herein shall be deemed to create an agency, partnership, employment, or joint venture relationship between the Parties. Nothing in this Agreement precludes Client from retaining the services of other persons or entities undertaking the same or similar services as those undertaken by Thrive hereunder.
(b) No Patent, Trademark or Other License Granted. Except as specially provided by this Agreement, nothing herein will be construed as granting or conferring, expressly, implied or otherwise, any licenses or other rights under any patent, trademarks or any other intellectual and/or proprietary rights which Client now owns or may later acquire.
(c) Successors and Assigns. This Agreement will be binding upon, and will inure to the benefit of, the permitted successors and assigns of each Party hereto. Client may assign this Agreement to any successor in interest to all or any part of Client’s operations, so long as the assignee agrees to be bound by the terms and conditions of this Agreement.
(d) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, and such counterparts together will constitute one and the same instrument.
(e) Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect, unless such waiver is provided in writing.
(f) Results and Guarantees: Thrive does not offer guarantee of results of any form. Any testimonials or references provided may be non typical results. There are many factors out of Thrive’s control including Client performance that dictate the success or results of Client.
(g) Notices. Any and all notices, approvals, requests, consents and other communications given pursuant to this Agreement shall be in writing or email and shall be effective when received if hand delivered, sent by facsimile, sent by Federal Express service or sent by, as applicable, certified or registered mail, to the addresses listed on the signature block of this Agreement.
(h) Amendments Changes and Updates. These Terms and Conditions and Agreement will be updated regularly and Client is held to the most updated version of the Terms and Conditions even without notice of update from Thrive. It is the responsibility of the Client to regularly review the terms and conditions and abide by any changes or updates.
(i) Survival. Any right or obligation which becomes absolute before termination of this Agreement for any reason, or which is by definition of a continuing nature, will survive such termination.
(j) Governing Law. This Agreement and all of the Parties’ respective rights and obligations in connection therewith will be governed by Georgia law (excluding conflict rules) and the Parties submit to the jurisdiction of the state and federal courts located in Georgia, United States of America for the resolution of all disputes under or relating to this Agreement or its performance.
(k) Representations and Warranties. Each Party represents and warrants that (a) it is authorized to enter into and perform its obligations under this Agreement, (b) it is financially solvent and is not subject to a bankruptcy, liquidation or receivership proceeding in any jurisdiction, and (c) the execution, delivery and performance of this Agreement will not violate the terms of any agreement order, understanding or other similar items by which it is bound.
(l) Entire Agreement. This Agreement and any Schedules attached hereto constitute the entire agreement between the Parties with respect to the subject matter and supersede any prior or contemporaneous agreement or understanding, whether written or oral, if any, between the Parties.
1. Thrive shall provide marketing services, to the extent accepted by Thrive. The offered Services will be posted on https://thriveva.com/ and are subject to change at any time with or without notice.
2. Thrive reserves the right to reject any Service request at any time.
3. If engaging in real estate marketing automation services located here: https://www.thriveva.com/repricing client will be responsible for the most updated pricing packages paid upfront, before beginning service. The prices shown on that pricing page does not include Client’s monthly ad spend that they wish to pay to Facebook, Google or the traffic source we are utilizing for their ads.
4. If engaging in hourly services, Client will be billed at the then-current hourly rate, which may range between $8.99 per hour and $20.00 per hour, per Personnel agent spent performing the services. Hours will be rounded up to the nearest hour. Client will be provided with confirmation of the hourly fee via email or verbally before any work is commenced. Client will be billed each month before services are delivered by Thrive. Client acknowledges that they will be automatically charged each month pursuant to Section 5 of the Agreement.
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