Terms and Conditions
These Terms and Conditions (this “Agreement”), effective as of the date of your electronic acceptance by signing up on any of Thrive Virtual Assistance LLC’s web pages and submitting your information to Thrive Virtual Assistance LLC. the ThriveVA.com agreement (the “Effective Date”), is entered into by and between the person entering into this agreement (the “Client”) or ( “you”) electronically through Thrive Virtual Assistance LLC’s website , 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 provides Clients with lead generation and appointment setting services.Thrive may use its Personnel (as defined below) to perform the Services.
(b) Change in Services. Changes in the scope of the Services may be affected from time to time during the term of this Agreement. If Thrive or any of its personal feels a specific task assigned by the client is unreasonable, not in our scope of work, or attainable Thrive can refuse to complete the task at any time.
(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 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. Leads will be deleted from CRM 90 days after they enter the CRM.
(d) Client Responsibility: The Client represents and warrants that they have obtained all consents required from third parties to permit them to be contacted for any purpose, including via phone, text and email, and through the use of automated processes or technology. You agree that to the extent we contact or assist in contacting third parties on your behalf, we are acting as your agent in connection with such contact, and that you will be the maker, initiator and/or sender of any calls, texts and/or emails, and not Thrive Virtual Assistance LLC. Client agrees that Thrive Virtual Assistance LLC shall have no liability to them, their business leads or any third parties that arises from or relates to your failure to obtain any consents as required by this section.
(e) Unauthorized Use: You will not use the Thrive Virtual Assistance LLC’s services or participate in any activities in a manner that is likely to be prohibited by law or these Terms or violative of third party rights in any applicable jurisdiction, including intellectual property rights. Your use of Thrive’s services must be in full compliance with applicable law, including without limitation, as applicable, the US Telephone Consumer Protection Act, the US CAN-SPAM Act, and the Canada Anti-Spam Law. You are solely responsible for the accuracy, quality and legality of the Other Applications. You will not use, or enable or permit the use of Thrive’s services to store or transmit infringing, libelous, offensive or otherwise unlawful or tortious material or data or in violation of privacy rights, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. You will not use or access Thrive’s services: (a) if you are a direct competitor of us or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
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. Client agrees to pay a monthly automatic payment for the Services to be rendered before services started for that month based upon the rates agreed upon in writing. Client expressly authorizes Thrive to process its credit card or other payment method each month on a recurring basis for fees incurred without prior notification. Client understands and agrees that they will be charged a separate amount as their ad budget every month from Facebook if engaging in Thrive’s lead generation services. The amount will be dependent on the ad budget the Client has chosen and instructed Thrive to set in the client’s Facebook Ads account.
(b) No refunds. All sales will be considered final and no refunds, setoffs, or credits will be provided under any circumstance.
(c) Specials, Offers, and Promotions. Thrive runs specials and promotions from time to time and most are for a limited time. Client understands that they may not be able to claim the same offer as another customer.
6. Term and Termination.
(a) Term. The term of this Agreement (the “Term”) will commence on the Effective Date and will continue indefinitely, unless earlier terminated in accordance with this Section 6.
(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.
(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 patents, 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 a 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 and email and shall be effective when received to firstname.lastname@example.org.
(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 supersedes any prior or contemporaneous agreement or understanding, whether written or oral, if any, between the Parties.