These Terms of Services (“Terms of Services”) constitute the terms and conditions that govern the relationships between VIVA VIRTUAL SOLUTIONS, LLC (“VIVA”) and its clients (each a “Client”; together the “Parties”) who agree to receive virtual assistant services from VIVA by entering into a 1) VIVA Services Agreement for Virtual Assistants, or 2) who agree to receive managed services from VIVA by entering into a VIVA Managed Services Agreement (in either circumstance, a “Services Agreement”). These Terms of Services are expressly incorporated into each Services Agreement. The services provided by VIVA under a Services Agreement may be generally defined hereinafter as the “Services.” All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Services Agreement. By signing a Services Agreement or otherwise receiving any Services from VIVA, Client agrees to be bound by these Terms of Services.

1. Relationship of the Parties. In providing the Services, VIVA (and its representatives) will act as an independent contractor and not as an agent, partner, employee, or representative of Client. Nothing in the Services Agreement or these Terms of Services shall be construed to create a partnership, joint venture, employment relationship, or fiduciary relationship between the parties.
2. Authorized Signatories. It is agreed and warranted that the individuals signing the Services Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.
3. Confidentiality of Client Information. In connection with the provision of the Services, VIVA may require access to the Client’s books, records, and other information regarding Client, which shall be provided by Client or Client’s designated third-party representatives (“Client Information”). Except as consented to in writing by Client or as required by applicable law or court order, VIVA will maintain the confidentiality of all Client Information and will use the Client Information for the sole purpose of providing the Services; provided, however, that no confidentiality obligations will apply to Client information that is publicly available or was rightfully obtained from a third party. Any work product created by VIVA while providing the Services and paid for by Client will be Client’s property. In the event VIVA is deemed to have any right, title, or interest to any work product created for and paid by Client, VIVA shall waive such right in favor of Client and shall take all reasonable action as requested by Client to secure Client’s ownership rights. VIVA agrees to control the use and disclosure of Client Information with diligence and care and to treat the Confidential Information with the same level of protection as it affords its own confidential information of a similar nature. VIVA may share Client Information with its agents and representatives who reasonably need to know such information to perform VIVA’s obligations under the Services Agreement.
4. Reliance on Client Information. VIVA will rely on the Client Information provided by Client in performing the Services and will not independently verify or audit Client Information. Accordingly, Client’s sole responsibility is to ensure that Client Information is accurate and complete and promptly inform VIVA of any suspected error. Services provided by VIVA are not intended to uncover inherent errors in Client Information; however, VIVA may notify Client if any such errors are discovered. VIVA shall not be liable, in any manner, to any third party or any governmental authority. Client shall defend, indemnify, and hold VIVA harmless from and against any claims, damages, causes of action, or criminal fines or penalties relating to, arising out of, or concerning any errors or mistakes in any work product or any other failure in the performance of the Services that relates to, arises out of, or is caused by Client’s failure to deliver accurate, complete, and timely Client Information to VIVA. Client agrees to deliver all relevant Client Information to VIVA on a timely basis as requested by VIVA. To the extent VIVA does not receive necessary Client Information within the timeframes requested, which delays VIVA’s delivery or completion of the Services, Client will nonetheless remain responsible for paying all fees and expenses required under the Services Agreement arising out of the Services.
5. Default Interest Fees, Collection Costs, and Rate Increases. All fees and expenses required to be paid by Client to VIVA arising out of the Services shall be due following the payment terms agreed upon in the Services Agreement. Further, Client understands and agrees that if Client fails to pay any outstanding invoices following written notice from VIVA, VIVA will assign the outstanding balance to a collections agency. Additionally, VIVA may: (i) report Client’s non-payment to the credit bureaus and (ii) file a civil legal action to collect the amounts owed. Client agrees to pay all costs incurred by VIVA in collecting any unpaid fees and expenses, including all collection agency fees and costs, all court costs, witness and expert witness fees, filing fees, and reasonable attorneys’ fees, whether incurred prior to, during or after any mediation, arbitration, litigation, bankruptcy, receivership, liquidation, collection or appellate proceeding. The rates charged to Client by VIVA will automatically increase by up to five (5%) annually. Notwithstanding the foregoing, VIVA reserves the right to increase the rates as needed to accommodate market conditions.
6. Background Checks. As a matter of standard practice, VIVA conducts background checks of its personnel, including the specific personnel providing the Services to Client pursuant to the Services Agreement. To the extent that VIVA is hiring new personnel to provide the Services to Client, and Client has requested an expedited start date, VIVA will run the background check following its standard practice and notify Client if the new personnel does not meet VIVA’s background check standards.
7. Termination. (a) Client Termination of Term Auto Renewal. Before the expiration of the current term, the Client may terminate the auto-renewing Services Agreement upon thirty (30) days prior written notice by certified mail to VIVA.

(b) Early Termination of Annual Contracts. Clients who are in an annual contract may elect early termination by paying VIVA: (i) the total difference between the discounted annual rate paid and the standard month-to-month rate for all months of service received, plus (ii) thirty (30) days of service at their current annual rate. For example, if a Client has received six months of service at $2,300 per month (annual rate) when the month-to-month rate is $2,700, the early termination buyout would be: (6 months × $400 discount = $2,400) + (1 month at $2,300 = $2,300) = $4,700 total buyout.

(c) VIVA Termination of Services Agreement. Viva may terminate the Services Agreement following five (5) days prior written notice to the Client regarding (a) an uncured material breach of any covenant, obligation, representation, or warranty of the Services Agreement or Terms of Services, (b) or due to a Client’s breach, failure to cooperate, attend, participate in, or respond to requirements of the VIVA in the provision of the Services; (c) a petition in bankruptcy is filed by or against the Client, or the Client becomes insolvent or admits its inability to pay its debts generally as they become due, or the Client makes a general assignment for the benefit of creditors.

(d) Effect of Termination. In the event of any termination, the Client shall be responsible for all fees and costs under the Services Agreement for the then-current term, plus any additional period applicable under the Termination paragraph above. The confidentiality obligations of VIVA set forth in Section 2 of these Terms of Services shall survive for two (2) years after the termination of the Services Agreement or completion of the Services.

1. Do It Yourself (Direct Hire) Transition Option. (a) Eligibility and Fees. Clients who have maintained continuous service in VIVA’s Done With You Managed Virtual Assistant plan may request to transition their assigned virtual assistant(s) to a Do It Yourself (Direct Hire) arrangement under the following terms:

• After completing twelve (12) full months of service: One-time buyout fee of $25,000 per virtual assistant
• After completing twenty-four (24) full months of service: One-time buyout fee of $15,000 per virtual assistant

(b) Restrictions. No transitions are permitted prior to twelve (12) months of service. The buyout fee is mandatory and non-negotiable. Client must submit a formal written request to VIVA for any Do It Yourself (Direct Hire) transition.

(c) Post-Transition Services. Following a Do It Yourself (Direct Hire) transition, Client must utilize VIVA’s payroll management services at $200 per month per virtual assistant. Optional services include: (i) Technology Package (computer with dual monitors, headset, and IT support) at $150 per month; (ii) Workspace Package (physical seat in VIVA office, enterprise internet, Team Leader and Operations Manager oversight) at $200 per month.

(d) Post-Transition Non-Solicitation. For twenty-four (24) months following any Do It Yourself (Direct Hire) transition, Client shall not directly or indirectly solicit, hire, or engage any other current or former VIVA virtual assistants, employees, or contractors. Client bears full responsibility for conducting due diligence to ensure compliance with this provision. Failure to conduct adequate due diligence or claiming lack of knowledge shall not exempt Client from liability. Any violation shall constitute a material breach subject to liquidated damages of $30,000 per occurrence.

1. Client Information. Client acknowledges and understands that VIVA’s policy is to delete, destroy, or dispose of all communications and Client files and records (including but not limited to emails) that are non-essential for the ongoing performance of Services immediately after receipt or last use. Client is on notice to save all of its work, data, and records on its own system to keep such documentation intact. VIVA shall have no obligation to maintain Client records other than what is necessary to perform the Services during the term of the Agreement. Notwithstanding anything else herein to the contrary, VIVA, at its sole discretion, may retain copies of its work product and supporting information for its records. Under no circumstances will VIVA be considered a “custodian of records” under any US Federal or state law or regulation. Further, if Client utilizes a storage system for storing its records and data, VIVA shall not be the creator or controller of such system. Client may allow VIVA access to such storage system to provide the Services, but access and authorization to access such system shall revert fully and exclusively to Client upon completion of the Services or termination of the Services Agreement.
2. Indemnification by Client. Except to the extent caused by the gross negligence, fraud, or willful misconduct of VIVA, Client agrees to indemnify, defend and hold VIVA harmless from and against all claims, damages, causes of action, fines, and penalties (collectively, “Claims”) from any third-party or governmental entity relating to, concerning or arising out of (i) the Services; (ii) third-party reliance upon VIVA’s work product; (iii) late or missed filings or deadlines caused by past-due invoices, or any other cause of VIVA work stoppage permitted in the Services Agreement, these Terms of Services, or applicable law; or (iv) any infringement of any intellectual property or trade secrets by reason of Client Information or work product based upon such Client Information. Client agrees to assume full financial responsibility for the payment of any loss, liability, or expense (including but not limited to reasonable attorneys’ fees) incurred by VIVA in connection with any such Claim and the defense or settlement of any such Claim. This Section shall survive termination of the Services Agreement. VIVA may direct the defense and settlement of any such Claim with counsel of VIVA’s choosing, and Client will provide VIVA with reasonable assistance, as requested. VIVA shall not be liable for any settlement of an action effected without its written consent, which consent shall not be unreasonably withheld.
3. Miscellaneous Expenses. To the extent that the Client requests that VIVA provides any out-of-town work while providing the Services, then, in addition to reimbursing VIVA all other relevant costs and expenses incurred in performing the Services, including costs of travel and lodging, Client shall pay to VIVA a per diem of $60 per VIVA consultant per day for meals. Moreover, to the extent that the Client requests that VIVA provide its consultants for such number of hours in a given day or week that will trigger over-time or double-time pay under applicable municipal, state, or federal law, VIVA shall pass on to the Client, and the Client hereby agrees to reimburse VIVA for, all increased labor costs and expenses, including the overtime and double-time pay.
4. Limited Warranty. VIVA represents and warrants that it will perform the Services diligently, professionally, and competently following industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed. VIVA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF ACCURACY, QUALITY, FREEDOM FROM ERROR, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION GIVEN BY VIVA, ITS AGENTS, OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED HEREIN.
5. Limitation of Liability. IN NO EVENT WILL VIVA BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT VIVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. MOREOVER, VIVA’S TOTAL LIABILITY UNDER THE SERVICES AGREEMENT AND THESE TERMS OF SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO VIVA UNDER THE SERVICES AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6. Basis of the Bargain. The limited warranty and disclaimer, exclusive remedies, and damages cap set forth above are fundamental elements of the basis of the agreement between VIVA and the Client. VIVA would only be able to provide the Services to the Client economically with such limitations. Furthermore, the limitations or exclusions of warranties, remedies, or liability contained in these Terms of Services shall apply only to the extent permissible under applicable law.
7. Force Majeure. If the performance of the Services or any other obligation under the Services Agreement or these Terms of Services is prevented, restricted, or interfered with by causes beyond a party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, or other similar occurrences, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, and work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such cause of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.
8. Integration and Severability. The Services Agreement and these Terms of Services represent the complete and exclusive agreement between VIVA and Client and supersede all prior communications, whether written or oral, relating to the subject matter hereof. Except for changes to the fees or schedules, No amendment or modification to the Services Agreement shall be valid or binding upon the parties unless in writing and signed by each party. No course of conduct shall constitute an amendment or modification, and no waiver shall be deemed a continuing waiver unless agreed to in writing by the party to be charged therewith. If any provision of the Services Agreement or these Terms of Services is determined by a court of competent jurisdiction to be invalid or incapable of being enforced, such provision shall be excluded to the extent of such invalidity or unenforceability. All other terms hereof and thereof shall remain in full force and effect.
9. Assignment, Acquisition or Sale. Neither party may assign or transfer any right or obligation in connection with the Services Agreement without the prior written consent of the other party. Client shall inform any third parties that are planning to acquire Client’s business about the existence of this Agreement; third parties that acquire Client’s business will continue to be bound by the terms and conditions of this Agreement. If the Client sells only its portfolio of business or assets, Client will continue to be bound even after such sale.
10. Each party shall be responsible for all sales, use, and excise taxes and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by that party.
11. Modifications. These Terms of Services may be amended and updated from time to time at the sole discretion of VIVA. Modified versions of these Terms of Services will be considered effective as of the date and time posted to VIVA’s website. Client’s continued use of the Services after such modifications are posted will signify Client’s continued acceptance of and agreement to be bound by these Terms of Services, as modified.
12. Dispute Resolution and Arbitration. (a) Governing Law. This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to its conflict of law principles. The parties agree that the Texas Arbitration Act (Tex. Civ. Prac. & Rem. Code § 171.001 et seq.) shall govern all arbitration proceedings under this Agreement.

(b) Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, performance, termination, or interpretation (a “Dispute”), other than a claim by VIVA for injunctive or equitable relief, the parties shall first attempt in good faith to resolve the Dispute through negotiation. Either party may initiate this process by providing written notice to the other party describing the Dispute in reasonable detail. Within ten (10) days of such notice, authorized representatives of the parties shall meet and confer, in person or virtually, to attempt to resolve the matter. If the Dispute is not resolved within thirty (30) days of the initial notice, either party may initiate arbitration pursuant to subsection (c) below.

(c) Binding Arbitration. Any Dispute not resolved through negotiation shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) under its Expedited Procedures of the Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected from a list of qualified candidates provided by the AAA, using its standard ranking and strike process. The legal seat of arbitration shall be Houston, Texas, and all hearings shall be conducted virtually, unless the parties mutually agree otherwise in writing.

The arbitrator shall issue a reasoned final award no later than ninety (90) days after the initial arbitration conference. Discovery shall be limited as follows: (i) each party may serve no more than two (2) sets of requests for production, not exceeding thirty (30) total document requests, and two (2) sets of interrogatories, not exceeding twenty-five (25) interrogatories in total; and (ii) no deposition shall exceed six (6) hours and each party’s total deposition time shall not exceed eighteen (18) hours. The arbitrator may grant reasonable adjustments to these limits for good cause shown.

(d) Payment-Only Disputes. If the sole issue in dispute is the Client’s alleged failure to make payment under this Agreement, the arbitration shall proceed on the basis of written submissions and documentary evidence only, without oral hearings or depositions, unless the arbitrator determines additional procedures are necessary to ensure fairness. If the matter is resolved by settlement prior to issuance of an arbitration award, the Client shall bear all arbitration-related costs and fees incurred by both parties, including AAA administrative fees, arbitrator compensation, and VIVA’s reasonable attorneys’ fees.

(e) Enforcement and Fees. The arbitrator’s award shall be final and binding and may be entered and enforced in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys’ fees, arbitration fees, expert witness fees, and other costs incurred in connection with the arbitration, as determined by the arbitrator.

1. Each party shall deliver all communications in writing either in person, by certified or registered mail, by return receipt requested and postage prepaid, or by recognized overnight courier service and addressed to the other party at the address provided by such party in the Services Agreement (or to such other address that the receiving party may designate from time to time) for such purpose.
2. All Sales Are Final. Viva does not give full or partial refunds for any fees collected, regardless of the basis of the refund request.
3. Non-Solicitation. During the term of the Services Agreement and for two (2) years following its termination, the Client shall not, directly or indirectly, solicit for employment or hire any virtual assistant, employee, former employee, agent, consultant, contractor, or another representative of VIVA or its affiliates (“VIVA Personnel”). Indirect hiring includes but is not limited to, engaging or working with any VIVA Personnel who are subsequently employed or contracted by any third party or competitor of VIVA. The Client is responsible for conducting due diligence to ensure that any personnel they engage, directly or indirectly, were not engaged with VIVA within the previous two (2) years. Failure to conduct such due diligence will not exempt the Client from liability under this clause, regardless of claimed knowledge or intent. If the Client wishes to engage any VIVA Personnel during this period, they must obtain prior written approval from VIVA. To request such approval, the Client must be in good standing and have been a Client of VIVA for at least two (2) years. Any attempt or hiring of such VIVA Personnel without VIVA’s prior written approval will constitute a material breach of this Agreement. VIVA will be entitled to immediate injunctive relief and all other legal remedies, including but not limited to liquidated damages of thirty thousand dollars ($30,000) per breach.
4. Professionalism between the Parties. The parties to the Services Agreement acknowledge and agree that VIVA’s personnel are not the Client’s employees and that the relationship between them shall be a collaborative, professional relationship of equals where mutual respect, courtesy, and consideration are expected and required. The Parties are expected to conduct their relationship under the following parameters:

Respectful Communication: The Client shall always treat all VIVA personnel with respect and dignity. This includes refraining from any form of harassment, abuse, or demeaning language, whether verbal, written, or implied.

Threats and Intimidation: The Client shall not make threats, whether direct or implied, including but not limited to threats of stopping payments at the bank, withholding payments, or taking legal action without first engaging in a reasonable faith effort to resolve the issue through communication with VIVA. Additionally, the Client shall not threaten to publicly ruin VIVA’s reputation via social media networks, industry associations, or any other public forums. Such actions will be considered severe intimidation and a breach of this Agreement.

Responsiveness: Due to the virtual nature of the relationship, timely communication is critical. The Client agrees to respond promptly (within 48 hours) and thoroughly to all VIVA personnel’ questions, requests, and communications. Failure to respond to multiple outreaches from VIVA personnel, whether via email, phone, or other agreed-upon communication methods, will be considered non-cooperation and a breach of this Agreement.

Collaboration and Support: The Client is expected to collaborate in good faith with VIVA personnel, providing necessary information, feedback, and support to ensure the effective delivery of services. This includes promptly notifying VIVA of any concerns or issues and working together to resolve them amicably.

Consequences of Non-Professionalism: Any violation of the above expectations, including but not limited to harassment, abuse, threats, or non-responsiveness, will be considered a material breach of this Agreement. VIVA reserves the right to suspend or terminate services immediately if such behavior is observed, without prejudice to VIVA’s right to seek legal remedies, including but not limited to collecting outstanding fees and enforcing contractual obligations.

1. Client Direction. While Viva performs background checks and conducts ongoing performance and productivity management of its personnel, the Client shall ultimately be responsible for all information shared with a VA and all matters delegated or otherwise assigned by the Client. Client acknowledges and agrees that Client is contracting VIVA to provide staff to perform professional back-office support services for Client, and the virtual assistant assigned to Client is working under Client’s direction and oversight. The Client must have errors and omissions insurance satisfactory to Viva, covering the conduct of remote independent service providers such as Viva. The Client should not view Viva as an entity to transfer liability to based on inadequate or insufficient coverage under its errors and omissions insurance or lack of insurance.
2. Client Permitted Virtual Assistant Absences. The Client may permit absences to a Virtual Assistant(s) at the Client’s discretion (e.g., Virtual Assistant local country national holidays). Still, such additional time or days off are deemed absences permitted by the Client and will not entitle the Client to any credit.
3. Headings; Construction. Survival. The headings/captions appearing in this Terms of Services and the Services Agreement have been inserted for convenience and ready reference and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appear. The Services Agreement is the result of negotiations between the Parties. Accordingly, it shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party. Each term and provision of the Services Agreement that should by its sense and context survive any termination or expiration of the Services Agreement shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.
4. Governing Law. This Terms of Services and the Services Agreement and all matters arising out of or relating to them are governed by, and construed in accordance with, the laws of Texas, without giving effect to any conflict of law’s provisions thereof that would result in the application of the laws of a different jurisdiction. No other law where Viva or any of its affiliates conducts business shall apply to this Agreement in any respect.
5. Counterparts. The Services Agreements are executed in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same Agreement.