​User's Acknowledgement and Acceptance of Terms
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Engaging with Sheri Thillman Your Virtual EA LLC for services using the Custom Services ("SOW"), you agree to be bound by these Terms of Service:
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This Services Contract (this “Contract”) is entered into effective as of the date of the signed SOW (the “Effective Date”) by [CLIENT NAME] (hereinafter referred to as “Client”) and Sheri Thillman Your Virtual EA LLC, a Minnesota limited liability company (hereinafter referred to as “Contractor”).
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WHEREAS, Contractor has the capability and capacity to provide certain virtual executive assistant services; and
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WHEREAS, Client desires to retain Contractor to provide certain virtual executive assistant services, Contractor is willing to perform such services under the terms and conditions hereinafter set forth.
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NOW, THEREFORE, in consideration of the agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Client agree as follows:
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1. Services. The Contractor shall provide virtual executive assistant services (the “Services”) to Client as set forth on Exhibit A attached hereto.
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2. Additional Services. From time to time during the term of this Contract, Client may request Contractor to perform services that are not set forth in Exhibit A (“Additional Services”). If Contractor, in its sole discretion, agrees to perform the Additional Services, they shall be set forth in writing and Contractor and Client shall mutually agree in writing on additional compensation to be paid to Contractor for such Additional Services. All Additional Services performed by Contractor shall be governed by the terms of this Contract.
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3. Fees and Expenses.
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3.1. Client shall pay Contractor compensation for Contractor’s performance of the Services and reimbursement for expenses (collectively, the “Fees and Expenses”) in the amounts and at the rates set forth in Exhibit A attached hereto. Payment to Contractor of the Fees and Expenses pursuant to this Section 3 shall constitute payment in full for the performance of the Services.
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3.2. Unless otherwise set forth in Exhibit A, Contractor shall provide Client with monthly invoices outlining the Fees and Expenses incurred, within five (5) business days of the last day of each month. Client shall make payment for the total amount set forth on the invoice within fifteen (15) days of receipt by Client.
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3.3. Except for invoiced payments that Client has successfully disputed, all late payments shall bear interest at the lesser of the composite prime rate as set forth in the Wall Street Journal “Money Rates” Column (or its successor) per month or the highest rate permissible under Minnesota law, calculated daily and compounded monthly. Client shall also reimburse Contractor for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Contractor shall be entitled to suspend the provision of any Services if the Client fails to pay any Fees and Expenses when due hereunder and such failure continues for fifteen (15) days following written notice thereof.
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4.Term, Termination, and Survival.
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4.1.The term of this Contract shall commence as of the Effective Date and shall continue thereafter until the completion of the Services as set forth on Exhibit A, unless sooner terminated pursuant to Sections 4.2 or 4.3 below (the “Term”).
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4.2.Either party may terminate this Contract, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: materially breaches this Contract, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
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4.3.Notwithstanding anything to the contrary in Section 4.2, Contractor may terminate this agreement before the expiration of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for fifteen (15) days after Client’s receipt of written notice of nonpayment; or (b) more than two (2) times in any four (4) month period.
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4.4.Any right or obligation of the Parties in this Contract which, by its nature, should survive termination or expiration of this Contract, will survive any such termination or expiration of this Contract.
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5.Limitation of Liability. IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CLIENT OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. FURTHER, CLIENT AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF CONTRACTOR ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE SERVICES PROVIDED HEREUNDER, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CONTRACTOR UNDER THIS CONTRACT.
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6.Indemnity. Except for fraud or intentional misconduct of Contractor, Client agrees to indemnify, defend, and hold harmless Contractor and its affiliates, employees, agents and independent contractors from and against any and all claims, demands, causes of action, liabilities, damages, costs and expenses, and losses of any kind, including reasonable attorney’s fees and costs of any kind, which results from or arise out of the provision of Services or Additional Services by Contractor to Client.
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7.Insurance. Client agrees to maintain all reasonable and appropriate insurance coverage in commercially reasonable amounts based upon Client’s business and to provide Contractor proof of the same upon request. [Note to Client: may want to discuss with however you are going to seek insurance for your business from if they have thoughts on specific coverages to call out here and a coverage amount.]
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8.Amendments. No amendment to or modification of this Contract is effective without the written consent of both parties.
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9.Waiver. No waiver by any party of any of the provisions of this Contract shall be effective unless set forth in writing and no failure to exercise any right or remedy shall be construed as a waiver of any subsequent breach of the same or other provisions.
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10.Severability. If any term or provision of this Contract is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, it shall not affect any other term or provision of this Contract and the rest of this Contract shall remain in full force and effect.
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11.Assignment. Client shall not be permitted to transfer or assign this Contract without Contractor’s prior written consent, which may be withheld in Contractor’s sole discretion.
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12.Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, or other form of join enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
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13.Governing Law. This Contract and all matters arising out of or related hereto shall be governed by the laws of the State of Minnesota.
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14.Confidentiality. “Confidential Information” means any information that is treated as confidential by a party, including but not limited to all non‑public information about its business affairs, products or services, intellectual property rights, trade secrets, cost of Services or Additional Services, third‑party confidential information, and other sensitive or proprietary information. During the Term of this Contract, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) Confidential Information. The Receiving Party shall not disclose any of the Disclosing Party’s Confidential Information to which the Receiving Party has access through performance of the Services and Additional Services hereunder to any third parties or use such information for any purpose other than the performance of Services and Additional Services hereunder.
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15.Entire Agreement. This Contract, including and together with any related Statements of Work, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Contract and the terms and conditions of the Statement of Work, the terms and conditions of the Statement of Work shall supersede and control.