Terms & Conditions - Exec Wranglers LLC

Terms & Conditions

DESCRIPTION OF SERVICES.Pursuant to this Contract, Exec Wranglers will provide Virtual Assistant (VA) services purchased by Client with reasonable care and skill and otherwise in the manner customarily performed by service providers in the Virtual Assistant service industry (individually and collectively, the “Services”, also referred to as “Wrangling”) as agreed upon by both the Client and Exec Wranglers. Exec Wranglers may freely delegate any of the Wrangling to its VA staff in Exec Wranglers sole discretion.

BILLING. Exec Wranglers will bill Client monthly, in advance, until completion of the Services, or termination of this Contract. Payment by Client will be paid automatically through the payment system provided by Exec Wranglers. An itemized invoice will be provided to the Client for Wrangling provided during the month. If Client disputes any portion of the invoice, Client must notify Exec Wranglers in writing as to the basis for the dispute within 15 days of receiving the invoice. Failure to notify Exec Wranglers in writing within the 15-day period shall constitute Client’s agreement to the validity of the charges and your obligation to pay the invoice as presented.

Exec Wranglers will notify the Client when the VA has completed 80% of hours purchased so that We stay within the specified allotment. Client will be billed for the time the VA spends entering their time and expenses. If Exec Wrangler’s personnel work more hours than are in your Package , you will be charged the Roundup Package rate for the excess hours. Unused hours do not roll over to the following month. You will pay all invoices through the invoicing system provided to You by Exec Wranglers. Payment is due upon receipt of the invoice.

EXPENSES. Exec Wranglers will also charge for any travel expenses, delivery costs, copying expenses or other out-of-pocket expenses incurred in providing the Services. You will pay any out-of-pocket expenses directly that exceed $100, unless otherwise agreed by Exec Wranglers and authorized by you in writing before the expense is incurred. In addition, You agree to pay a 10% markup on all expenses Exec Wranglers incurs and will be charged any interest and fees associated with Exec Wrangler’s credit card used for the expense.

NO SOLICITATION. Client acknowledges that Exec Wranglers has made substantial investments in recruiting, training and matching skilled Exec Wranglers assistants with each of its members including the Client, and that Exec Wranglers has a legitimate interest in earning a reasonable return on those investments. Accordingly, to the fullest extent permitted under applicable law, Client agrees that for a period of twelve (12) months after execution of this agreement, Client shall not directly or indirectly solicit any Exec Wranglers VA who is assigned to Client to leave his or her employment with Exec Wranglers and to work for Client in any engagement directly or indirectly. Should any solicitation by Client become a substantial factor resulting in an Exec Wranglers VA leaving Exec Wranglers and accepting an engagement with Client directly or indirectly without Exec Wranglers consent, Client agrees to pay Exec Wranglers as liquidated damages reasonably calculated to compensate Exec Wranglers for its lost investments and not as a penalty of any kind, a one-time fee equivalent to one year of Client’s monthly Exec Wranglers package in effect at the most recent date that the Exec Wranglers assistant had been assigned to Client by Exec Wranglers. Client also acknowledges that Exec Wranglers has agreements with its VAs that protect this interest by requiring that its VAs obtain Exec Wranglers prior written consent before accepting any direct engagement (whether as an employee, consultant, contractor or otherwise) with the Client to whom they were assigned. If Client wishes to hire a VA of Exec Wranglers as the Client’s sole and permanent employee after the 12-month period, Client must pay Exec Wranglers a finder’s fee, which will be 25 percent of all fees Exec Wranglers has charged Client for its Services for the term of Client’s contract(s) with Exec Wranglers.

CANCELLATIONS. Packages may be cancelled at any time, effective as of the first day of the following month. Exec Wranglers does not prorate pre-paid Packages or refund unused time; however, Exec Wranglers will apply any pre-paid amounts to any expenses we may have incurred on your behalf. Client agrees to pay any amounts due upon cancellation that exceed the prepaid amount. Cancellation requests must be submitted by emailing cancellations@execwranglers.com.

TERMINATION OF SERVICE. Exec Wranglers reserves the right to terminate this Contract at any time – for any reason. Should this occur, we will give you a prorated refund at the standard monthly rate for any period for which you have already paid. We may end our relationship with a client for any number of reasons including, but not limited to the following:

a. consistently requesting tasks outside the scope of the Services

b. abusive behavior to a Wrangler or any other Exec Wranglers team member.

WORK PRODUCT OWNERSHIP.Any copyrightable works, ideas, discoveries, products, or other information (collectively the “Work Product”) developed in whole or in part by Exec Wranglers in connection with the Services will be the exclusive property of Client.

NON-DISCLOSURE and CONFIDENTIALITY.Exec Wranglers, and its employees, contractors, agents, consultants, and representatives will not at any time or in any manner, either directly or indirectly, use for their personal benefit , or divulge, disclose, or communicate in any manner, any information that is proprietary to Client, including confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Exec Wranglers and its employees, contractors, agents, consultants, and representatives will treat this information as confidential, and use prevailing industry standards to secure its confidentiality. This provision will continue in effect after the termination of this Contract. Client may authorize Exec Wranglers and its personnel to disclose Client’s confidential information to a third party for specific purposes. In this instance, the authorization must be in writing, signed by the Client, and include the purpose, identity of the third party, and the duration for which the information may be disclosed to the third party. Upon termination of this Contract, upon Client’s request Exec Wranglers will return to Client all records, notes, documentation, information, and other items that were used, created, or controlled by Exec Wranglers during the term of this Contract.

REPRESENTATIONS AND WARRANTIES.Client represents and warrants to Exec Wranglers that it will provide Exec Wranglers the information and access to any of its staff any resources necessary for Exec Wranglers to provide the Services and will cooperate with Exec Wranglers as needed. Exec Wranglers represents and warrants it shall provide the Services in a timely and workmanlike manner; however, Exec Wranglers does not represent, warrant, or guarantee that the Services will result in increased profits, more customers, or similar indirect outcomes for Client. All other warranties are explicitly disclaimed by Exec Wranglers.

DEFAULT. Client’s failure to make a required payment when due is a material default of this Contract.

REMEDIES. If you fail to make a required payment when due, Exec Wrangler may terminate this Contract immediately and cease providing all Services. If a party defaults by failing to substantially perform any provision, term, or condition of this Contract, the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving the notice has 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by the party providing notice, the failure to cure the default(s) within the 30-day time period results in the automatic termination of this Contract.These remedies are addition to any and all other rights a party may have available under Texas law.

FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party that is unable to carry out its obligations gives the other party prompt written notice of the Force Majeure event, then the obligations of the party invoking this provision are suspended for a reasonable period of time. The term “Force Majeure” shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages, or supplier failures. The party invoking this provision will use reasonable efforts under the circumstances to avoid or remove the causes of non- performance and shall proceed to perform with reasonable dispatch whenever the causes are alleviated, removed, or ceased. An act or omission is deemed within the reasonable control of a party if the act or omission is committed, omitted, or caused by that party, or its employees, contractors, officers, agents, owners, or affiliates.

DISPUTE RESOLUTION.The parties agree to negotiate in good faith in an effort to resolve any disputes related to this Contract that may arise, no matter when the dispute may arise. If a dispute cannot be resolved by negotiation, the parties agree to mediate the dispute.  The parties shall choose a mutually acceptable attorney mediator to mediate the dispute, and the parties shall pay the costs of mediation services equally. If a dispute is not resolved through mediation, either party may pursue arbitration or litigation.  The parties are not required to mediate if immediate judicial action is required and there is no adequate remedy at law for an alleged breach.

ATTORNEY’S FEES TO PREVAILING PARTY.In any action arising under this Contract or any separate action pertaining to the validity of this Agreement, the prevailing party is entitled to reasonable attorney’s fees and costs, both in the trial court and on appeal.

ENTIRE AGREEMENT.This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If one or more provisions of this Contract, or the application of any provision to either party or circumstance, is held invalid, unenforceable, or illegal in any respect, the remainder of this Contract and the application of the provision to other circumstances shall remain valid and in full force and effect.

NON-WAIVER OF DEFAULTS. Any failure of either party at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms and conditions of this Contract, or to exercise a right under it, does not constitute a waiver of those terms, conditions, or rights, and does not affect or impair the same, or the right of that party to later enforce any terms or conditions of the Contract.

MULTIPLE COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute one Contract.  It is also agreed that separate counterparts of this Contract may separately be executed by the parties all with the same force and effect as if the same counterpart had been executed by both parties.

NO ASSIGNMENT. Neither party may assign this Contract without the prior written consent of the other party.

AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties.

GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas, and venue for all disputes is Travis County, Texas. The parties execute this Contract as of the last date that it is fully signed and executed by the parties.

AUTHORITY. The signatories of this Contract represent and warrant that they have the authority to sign this Contract in the capacity described.

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