These Terms of Service (“Terms”) supplement the VIVA Services Agreement (Version 2.6) between VIVA Virtual Solutions, LLC (“VIVA”) and the Client (“Client”). By signing the Services Agreement or using VIVA services, the Client agrees to these Terms. If any conflict exists between these Terms and the Services Agreement, the Services Agreement controls.

1. Relationship, Definitions, and Authority
   VIVA provides services as an independent contractor. Nothing in these Terms or the Services Agreement creates an employment, partnership, or joint-venture relationship. Each Party warrants they have authority to enter and perform under the Agreement. Terms such as “Associates,” “Insurance Associates,” “Confidential Information,” “Client Data,” “Trade Secrets,” and “Indirect Solicitation” have the same meaning as in the Services Agreement.
   
   
2. Scope of Services
   VIVA provides trained and supervised Associates to perform administrative, operational, customer-service, and insurance-specific tasks as outlined in the Services Agreement and Exhibit A.
   
   VIVA is responsible for recruiting, vetting, training, supervising, and evaluating Associates unless otherwise defined in an approved Hybrid Model.
   
   Client responsibilities include timely access, feedback, workflow confirmation, and participation as outlined in the Services Agreement.
   
   Client-caused delays do not qualify for refunds, credits, or adjustments. All onboarding or performance timelines extend automatically by the length of the delay.
   
   
3. Billing, Late Payment, and Collections
   Billing rules, deadlines, and payment obligations are governed by Section 3 of the Services Agreement. For clarity, the following applies:
   
   3.1 Monthly Fees
   All monthly fees must be paid through VIVA EZ Pay unless otherwise approved.
   3.2 Grace Period (Late Fee Purposes Only)
   The five (5) business day grace period applies only to the late fee assessment and does not guarantee uninterrupted service.
   3.3 Late Fees and Interest
   If payment is not received by the end of the grace period, a one-time $35 late fee applies (not to exceed 5% of the overdue amount) and interest accrues at 1.5% per month.
   3.4 Service Suspension for Non-Payment
   If payment is not received on the due date, VIVA may temporarily suspend services immediately until payment is received. Suspension may occur during the grace period. Suspension caused by non-payment does not qualify the Client for refunds, credits, service adjustments, or timeline extensions.
   3.5 Chronic Late Payments
   Three (3) or more late payments within a twelve (12) month period may result in suspension after fourteen (14) days’ written notice and may require mandatory re-enrollment in VIVA EZ Pay.
   3.6 EZ Pay Enforcement
   If the Client opts out of EZ Pay, or if the payment method fails more than once within six (6) months, VIVA may remove all EZ Pay-related discounts (including the $100 monthly discount) and require the Client to re-enroll to maintain service.
   3.7 Collections
   If a balance remains unpaid ten (10) days after written notice, VIVA may refer the unpaid balance to a licensed collections agency. The Client is responsible for reasonable recovery costs, including collection fees, attorney’s fees, and court costs.
   3.8 Annual Rate Adjustment
   To support ongoing Associate retention, wage competitiveness, and service continuity, VIVA may adjust the monthly service rate by up to five percent (5%) at each annual renewal. VIVA will provide at least thirty (30) days’ written notice before any adjustment takes effect. Rate adjustments apply only at renewal and do not impact the current term.
   
   

4. Termination
   Month-to-month Clients may terminate with thirty (30) days’ written notice via email to support@vivavs.com, certified mail, or recognized courier.
   Annual Clients may terminate early using the Early Exit Option in the Services Agreement.
   
   VIVA may pause or terminate services for non-payment, operational obstruction, or failure to cure a material breach within the applicable cure period.
   
   Termination does not relieve the Client of outstanding financial obligations.
   
   
5. 60-Day Success Period
   The Success Period includes Onboarding (Days 1–30) and Evaluation (Days 31–60) as defined in the Services Agreement.
   
   Clients receive one (1) complimentary replacement within the first sixty (60) days; replacements after the Success Period require the Setup Fee.
   
   Timelines automatically extend for Client-caused delays, and such delays do not qualify for credits or service adjustments.
   
   
6. Direct Hire Program
   Clients may transition an Associate to direct employment under the terms of Section 7 of the Services Agreement, including:

• Mandatory – Payroll Management for three (3) months
• Optional – Technology and Workspace Packages
  
  These Transition fees apply whether the transition occurs through the approved Direct Hire Pathway or as a result of unauthorized engagement. For unauthorized engagements, the applicable transition fee is assessed in addition to any liquidated damages, unless VIVA elects in writing to apply one in lieu of the other. Complete terms governing authorized transitions are set forth in the Services Agreement, which controls in the event of any conflict with these terms.
  
  Unauthorized hiring or engagement of VIVA personnel results in $30,000 liquidated damages per individual.
  
  While the standard Transition Fee tiers are publicly available, the specific terms of any individual Direct Hire Pathway transition (including any negotiated payment arrangements, fee adjustments, conditions, or timelines agreed upon between VIVA and a specific Client) are confidential. Client and any transitioned Associate agree not to disclose such specific terms to any current or former VIVA Associate, employee, contractor, Client or potential Client. Any breach of this confidentiality obligation constitutes a material breach of the Services Agreement.

7. Non-Solicitation
   The Client agrees not to directly or indirectly solicit, hire, recruit, attempt to hire, or engage any VIVA employee, contractor, or Associate during the Agreement and for twenty-four (24) months after it ends unless using the Direct Hire Pathway.
   
   Indirect solicitation includes hiring through an affiliate, subcontractor, vendor, staffing agency, or any third party acting on the Client’s behalf.
   
   Violations result in $30,000 liquidated damages per individual.
   
   These restrictions apply regardless of whether the engagement is initiated by Client, by the Associate, or by any third party. The fact that a VIVA Associate independently contacted or approached the Client does not create an exception to this Section. This restriction further applies to any indirect engagement, including compensating, contracting with, or otherwise utilizing the services of a VIVA Associate through an affiliate, independent contractor arrangement, staffing intermediary, or any third party.
   
   Upon receiving any unsolicited contact from a VIVA Associate regarding direct hire employment or compensation outside the VIVA platform, the Client must notify VIVA in writing within five (5) business days and refrain from further engagement outside of the Direct Hire Pathway. Failure to provide timely notice as required under this section shall be considered evidence of Client’s awareness of and participation in, the unauthorized engagement and shall not be used by Client as a defense against liability under this Section.
   
   7.1 Team Stability
   Client acknowledges that VIVA Associates assigned to Client often work within coordinated teams that rely on shared training, processes, and institutional knowledge developed by VIVA.
   
   During the term of this agreement and for twenty-four (24) months following its termination or expiration, Client shall not directly or indirectly recruit, solicit, hire, contract with, or otherwise engage two (2) or more VIVA Associates assigned to Client within any rolling twelve (12) month period outside the Direct Hire Pathway, without VIVA’s prior written consent.
   
   This restriction applies regardless of whether engagement is initiated by Client or by the Associates. Each individual engaged in violation of this provision constitutes a separate and independent breach, with liquidated damages of $30,000 applying per person.
   
   

8. Professional Conduct
   Both Parties must communicate respectfully, respond to important matters within two (2) business days, and maintain constructive, professional behavior.
   
   Neither Party may make public or social-media statements intended to harm or discredit the other.
   
   The Client must not delay approvals, withhold access, or obstruct operations.
   If conduct issues are not resolved within the applicable cure period, services may be paused or terminated.
   
   8.1 Compensation and Engagement Integrity
   All compensation, employment terms, and working arrangements for VIVA Associates are determined solely by VIVA. Client agrees not to initiate, participate in, or facilitate any discussion with VIVA Associates regarding compensation, bonuses, direct employment, or changes to working arrangements outside of VIVA’s management structure.
   
   Any request for compensation adjustments must be submitted to VIVA in writing. VIVA will evaluate such requests at its sole discretion.
   
   Any commitment or representation made by Client to a VIVA Associate regarding compensation or employment terms outside of VIVA’s written authorization is void and unenforceable. The Client bears full responsibility for any claim or liability arising from any such unauthorized commitment.
   
   

9. Data, Security, and Confidentiality
   Each Party must safeguard Confidential Information and Client Data using commercially reasonable measures.
   
   Confidential Information may be used only to perform obligations under the Agreement.
   
   VIVA is not a custodian of Client records and does not retain Client Data beyond operational or legal requirements.
   
   Unauthorized disclosures must be reported promptly.
   
   Confidential Information survives for five (5) years after termination; Trade Secrets survive indefinitely.
   
   
10. Mutual Indemnification
    Each Party indemnifies, defends, and holds the other harmless from losses arising from its own gross negligence, willful misconduct, breach of confidentiality, or violation of law, consistent with Section 10 of the Services Agreement.
    
    
11. Limitation of Liability
    Neither Party is liable for indirect, incidental, or consequential damages, including lost profits or data.
    
    VIVA’s liability under these Terms is limited to the fees paid by the Client in the twelve (12) months preceding the event.
    
    
12. Dispute Resolution
    Disputes follow the structure in Section 11 of the Services Agreement:
    
    12.1 Good Faith Resolution: The Parties will attempt to resolve issues within fifteen (15) days of written notice. Payment obligations are not suspended, and Client-caused delays do not qualify for credits or adjustments.
    
    12.2 Financial Disputes: Unpaid balances, fees, and liquidated damages are handled through collections.
    
    Liquidated damages arising from non-solicitation violations, unauthorized engagement of VIVA Associates, or Direct Hire transition fees are treated as financial obligations subject to the collections process. Upon written notice from VIVA establishing the factual basis of any such claim, Client has ten (10) business days to pay in full or submit a written dispute identifying the specific factual basis for disagreement. Failure to respond within ten (10) business days authorizes VIVA to refer the matter to a licensed collections agency immediately. If Client submits a timely written dispute, the Parties will attempt good-faith resolution within fifteen (15) days before either Party pursues further remedies. Full process terms are set forth in the Services Agreement, which controls in the event of any conflict.
    
    12.3 Non-Financial Disputes: All other disputes are resolved through binding arbitration administered by the AAA in Harris County, Texas. Hearings may be virtual.
    
    12.4 Injunctive Relief: Either Party may seek injunctive relief for breaches involving confidentiality, non-solicitation, or conduct causing irreparable harm.
    
    
13. Force Majeure
    Neither Party is liable for delays caused by events outside reasonable control.
    
    
14. Assignment
    Neither Party may assign rights or obligations without written consent, except VIVA may assign the Agreement to a successor or affiliate.
    
    
15. Taxes
    Each Party is responsible for its own taxes. VIVA’s fees exclude applicable taxes unless stated otherwise.
    
    
16. Modifications
    VIVA may update these Terms to reflect operational or legal changes. Updates become effective thirty (30) days after posting on VIVA’s website. Continued use of services constitutes acceptance.
    
    
17. Governing Law
    These Terms and the Services Agreement are governed by the laws of the State of Texas. Venue for enforcement or collections actions is Harris County, Texas.
    
    
18. Severability and Waiver
    If any provision is unenforceable, the remainder remains effective. Failure to enforce a right does not waive it.
    
    
19. Entire Agreement
    These Terms and the Services Agreement represent the full agreement between the Parties.
    
    
20. Notices
    All notices must be delivered by email with read receipt, certified mail, or recognized courier per the requirements in the Services Agreement.