NOTICE: TRUSTY OAK, LLC does not require a signed Terms and Conditions of Service. Your use of any services or resource provided by TRUSTY OAK, LLC denotes your complete agreement with and acceptance of these Terms and Conditions of Service.

TRUSTY OAK, LLC
TERMS AND CONDITIONS OF SERVICE
(Last Revised On: April 6, 2019)

This TRUSTY OAK, LLC Terms and Conditions of Service constitutes a binding agreement (the “Agreement”) between you (the “Client”) and TRUSTY OAK, LLC, a Texas limited liability company (the “Contractor”), effective as of the date of first purchase of services by Client. Client and Contractor are referred to herein individually as a “Party” and collectively as the “Parties.”
By affirmatively accepting the terms and conditions of this Agreement at the time of first purchase of services from Contractor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client accepts and agrees to the following:

1. This Agreement. Client acknowledges that it has read, understands, agrees with, and accepts all of the terms and conditions contained in this Agreement. This Agreement is subject to change by Contractor from time to time, in its sole discretion, with advance notice of any such changes given to Client. The most current version of this Agreement, which shall supersede all earlier versions, can be accessed through Contractor’s website. Client acknowledges that it should review the Agreement regularly, to determine if there have been changes. Client’s continued use of Contractor’s services constitutes acceptance of the most recent version of the Agreement.

2. Services.

3. Term. The term of this Agreement shall begin on the date of first purchase of Services by Client and shall continue until the expiration date of hours, which, unless otherwise extended by agreement,  is 90 days from first purchase of Services, unless terminated by either Party upon five (5) business days’ prior written notice to the other Party (the “Term”).

4. Terms of Payment.

5. Client Responsibilities.

6. Intellectual Property Rights.

7. Confidentiality. Each Party hereby acknowledges that during the Term, each Party may, from time to time, be supplied or work with certain information supplied by the other Party, all of which is confidential and of value to such Party (the “Confidential Information”). Each Party hereby agrees to the following in connection with the Confidential Information:

8. Non-Solicitation; Liquidated Damages. To preserve its Good Will and expenditure in time and expense in securing and providing its Services and making suitable virtual assistants available to Client, during the Term of this Agreement, and for a period of one (1) year following termination of this Agreement for any reason, Client shall not, whether directly or indirectly, solicit, recruit, induce, attempt to recruit or induce, or encourage any of the VAs or any of Contractor’s other staff to leave Contractor in order to provide services directly to any other person, including Client and Client’s successors, assigns and affiliates. Client agrees that if Client breaches this Section 8, Contractor will incur substantial economic damages and losses in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Contractor of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such breach, Client agrees that liquidated damages may be assessed and recovered by Contractor as against Client in the event of such breach and without Contractor being required to present any evidence of the amount or character of actual damages sustained by reason thereof; and Client shall be liable to Contractor for payment of liquidated damages in the amount of US$25,000.00 with respect to each of Contractor’s VAs or other staff that Client, directly or indirectly, solicits, recruits, induces, attempts to recruit or induce, or encourages to leave Contractor in order to provide services directly to any other person, including Client and Client’s successors, assigns and affiliates. Such liquidated damages represent estimated actual damages to Contractor arising from having to replace the VAs or other staff so recruited, and are not intended as a penalty. Client shall pay the liquidated damages to Contractor within five (5) days of notice from Contractor of the resignation of a VA or other staff and whether or not Contractor has exercised its right to terminate the Term. This Section 8 shall survive the termination of the Term.

9. Independent Contractor. This Agreement shall not render either Party an employee, partner, agent of, or joint venture with the other Party for any purpose. Contractor or any virtual assistant retained by Client pursuant to this Agreement is and will remain an independent contractor to Client. Client shall not be responsible for withholding taxes with respect to Contractor’s compensation hereunder. Contractor shall have no claim against Client hereunder or otherwise (whether for itself or any of its VAs) for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

10. Warranties and Representations. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.

11. Termination.

12. Indemnity. Client hereby agrees to release, indemnify, defend, and hold harmless both Contractor, including Contractor’s directors, officers, employees, contractors, and any other agents and its virtual assistant, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to any inaccuracy in or breach of any of the representations or warranties of Client contained in this Agreement or any document to be delivered hereunder, or any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Client or any document prepared by or action performed by a virtual assistant pursuant to this Agreement unless caused by the gross negligence or willful misconduct of Contractor or its virtual assistant. Client further waives any claim that Contractor or any of the VAs are acting in a professional, advisory, or consultative capacity.

13. Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS AND ANY VIRTUAL ASSISTANTS TO BE PROVIDED HEREUNDER DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT, OR THE TEXAS DECEPTIVE TRADE PRACTICES ACT. CLIENT ACKNOWLEDGES THAT IT IS A LEGAL ENTITY WITH SUFFICIENT RESOURCES TO RETAIN COUNSEL, THAT COUNSEL HAS REVIEWED THESE TERMS OF SERVICE AND WAIVES ANY CLAIM UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE. CLIENT IS RESPONSIBLE FOR USING THE SERVICES IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.

14. Limitation of Liability.

15. Miscellaneous.