Terms of Agreement
Last Revised: April 28, 2023
PLEASE CAREFULLY READ THE FOLLOWING TERMS OF AGREEMENT (the “AGREEMENT”), WHICH SET FORTH THE AGREEMENT BETWEEN YOU AND WORK BETTER NOW, LLC (the “COMPANY”) IN CONNECTION WITH THE PROVISION OF THE SERVICES TO YOU. THE FOLLOWING TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND COMPANY ARE RESOLVED WHICH INCLUDES A JURY TRIAL WAIVER.
PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN THE AUTOMATIC RENEWAL AND CONTINOUS SERVICE OF THE SERVICES SET FORTH IN SECTION 5 OF THIS AGREEMENT.
YOUR ELECTRONIC ACCEPTANCE OF THIS AGREEMENT SIGNIFIES THAT YOU HAVE READ, UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, WHICH IS MADE EFFECTIVE AS OF THE DATE OF YOUR ELECTRONIC ACCEPTANCE.
This Agreement sets forth the terms and conditions of your use of the Services (as defined herein) and your electronic acceptance of this Agreement as well as any other related policy posted or provided in connection with the Services including but not limited to Enrollment Confirmation (as defined herein) (the Enrollment Confirmation with such other related policies and this Agreement shall be collectively defined herein as the “Policies”). In the event of any direct conflict between this Agreement, the Enrollment Confirmation and any other term included in the Policies, the order of precedence shall be Agreement, the Enrollment Confirmation and then any other Policies.
If you do not agree to the Policies including but not limited to this Agreement, you are not permitted to utilize the Services. The terms “we”, “us” or “our” shall refer to Company. The terms “you”, “your”, “user” or “customer” shall refer to the customer that has accepted this Agreement in connection with the provision of the Services which shall be a business located in the United States or Canada and as applicable will include any officers, directors, employees, contractors or agents who have access to your account, or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except as expressly set forth herein.
1. MODIFICATION
Company reserves the right to modify, change, or discontinue any aspect of the Services at any time. Company may, in its sole and absolute discretion, change or modify this Agreement or the Services at any time and from time to time upon thirty (30) days’ notice. If we do change the Agreement or the Services, we will post the changes on this page and will indicate at the top of this page the effective date of the new Agreement and such changes or modifications shall be effective immediately upon posting them. In addition, Company may, but except as required by applicable State law does not have an obligation to notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information accurate and current. Company assumes no liability or responsibility for your failure to receive an email notification if such failure results from your failure to keep your account information accurate. For the avoidance of doubt, your continued use of the Services constitutes your agreement to be bound by this Agreement and the Policies and we encourage you to therefore review them periodically.
2. SERVICES
Company may provide the following services as confirmed in the Enrollment Confirmation (collectively the “Services”). Upon your enrollment in the Services and submission of a payment method, Company will provide you a confirmation via email to the email address you have provided in your submission paperwork which outlines the details of the Services to be provided (the “Enrollment Confirmation”). The Services shall commence on the date set forth in the Enrollment Confirmation.
VA Services.
Company agrees to provide the services of dedicated virtual assistant(s) (each a “VA”) in such amount of VA(s) and on the days and hours as set forth in the Enrollment Confirmation and Section 3 hereof.
The Services of the VA(s) shall include those general and various administrative tasks as are typical of a virtual corporate assistant.
Company will work with you to determine the most appropriate VA(s) to meet your business needs and preferences. To the extent any VA is unacceptable to you in good faith, Company will take reasonable efforts to promptly replace the VA with another similarly qualified VA. To the extent your VA is temporarily or permanently replaced whether at your request or otherwise, it is acknowledged and agreed that you, and not Company shall be responsible for transferring all Information (as defined herein), guidelines, protocols, systems or other materials from your previous VA to the new VA.
In order to utilize the Services, in addition to complying fully with the Policies, you are required to provide Company with a valid email address where Company can send you communications and updates as well as a listing of the parties who are authorized and permitted to make updates, changes or take action on your behalf with respect to the Services which shall be confirmed on the Enrollment Confirmation. Additionally, in order to ensure the prompt and effective performance of the Services, you agree to immediately update Company of any changes to your email addresses or other contact information as Company may send you email or other messages in connection with the Services or otherwise related thereto. If you wish to limit the messages/alerts provided by Company, you may opt-out of certain messages/alerts as provided in the Policies.
The VA Services are for your benefit alone, and cannot be transferred or resold.
3. HOURS
Your VA shall only be required to provide Services Mondays through Fridays during a nine (9) consecutive hour period, subject to a one (1) hour break and two (2) fifteen minutes breaks (one break in the morning and one break in the afternoon), at such hours as are confirmed on the Enrollment Confirmation or otherwise as updated by mutual agreement of the parties as confirmed in writing or email by the Company. VAs will not be providing Services on the following days: Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New Year’s Day unless mutually agreed upon by the Client and VA, and four (4) personal days of their choosing to be used according to the holidays of the country where they reside, provided that the VA give you at least (2) two months prior notice of the time off. Additionally, VAs are entitled to ten (10) vacation days per calendar year, provided that a VA shall not be permitted any vacation days in the first six (6) months of the engagement, and thereafter, the VA shall be permitted ten (10) vacation days off per year in total. Upon at least two (2) months prior written request. The Company will use commercially reasonable efforts to provide, but is under no obligation to provide, a temporary or fill in VA if your VA is utilizing a personal day at no additional cost. In the event the Company provides you with a temporary or fill in VA pursuant to the prior sentence, you acknowledge and agree that such temporary or fill in VA may not be dedicated solely to you and may additionally provide services to other customers of the Company concurrently.
Additionally, VAs are entitled to up to three (3) sick days. Company shall have no obligation to provide you with a temporary or fill-in VA if your VA is utilizing a sick day.
4. FEES
The Services shall be provided at the monthly rate per VA as set forth in the Enrollment Confirmation (the “Monthly Fee”). The Monthly Fee may be changed or modified by Company or Company’s designated representative at anytime upon thirty (30) days notice via the email method provided in Section 2. Your purchase of the Services will automatically continue and renew on a monthly basis based on the start date set forth in the Enrollment Confirmation at the then current rates unless you terminate the Services as provided in Section 5 herein. You agree to pay the Monthly Fee due for Services in advance by providing the Company your credit card information. All Monthly Fees are non-refundable except as expressly set forth. You authorize Company, the Company’s payment processor Recur360 or any successor thereof to store your bank or credit card information herein information and authorize the Company or its payment processor to charge the Monthly Fee and/or such other amounts due to Company hereunder to such credit card three (3) days in advance of the commencement of each month of Services without additional notice. You also agree to set up automatic payments. We cannot start with the service until this is completed. If for any reason Company is unable to charge your payment method for the full amount due for the Services, or if Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your payment method, you agree that Company shall, in addition to the Monthly Fee, be entitled to reimbursement of any chargebacks, penalties or other fees and expenses as well as Company out of pocket costs and expenses including outside attorneys fees in connection with any efforts to collect monies due to Company hereunder.
Additionally, in the event that Company is unable to charge your payment method when due, Company shall have the right to suspend the performance of the Services until such time as Company is paid in full. You represent and warrant that you are authorized to provide the credit card information and permit the charges as outlined herein.
5. TERM AND TERMINATION
This Agreement commences upon your electronic acknowledgment or acceptance of this Agreement and shall continue on a month to month basis until you or Company terminates the Services at any time by providing notice by email at support@workbetternow.com or phone at 646.576.5717 no less than five (5) days before the commencement of the next month (the “Term”). For the avoidance of doubt, except as expressly set forth herein, the Services will continue until the conclusion of the then current period, and your termination of the Services shall not entitle you to a refund or reimbursement of any amounts paid. Upon termination of the Services, you acknowledge that (i) neither Company nor the VA(s) (collectively, the “Company Parties”) shall have any further obligation or liability to provide any Services or complete any tasks, projects or other actions commenced after the conclusion of the Term; (ii) that it is your sole responsibility to copy, export or otherwise collect any Information (defined herein) provided to or prepared by Company, or the VA(s) in connection with the Services prior to termination; and (iii) it is your sole responsibility prior to termination to change all passwords or access information for the Systems (as defined herein).
6. COMPANY INFORMATION; SYSTEMS
Company may provide the VA with a Company email account by which you can communicate with the VA (the “Company Email”), it being understood and agreed that the Company may monitor the Company Email. You should not send any confidential or protected information through the Company Email. You shall be responsible for providing the VA(s) with any other software, communication channels, technology systems, platforms, third party websites and accounts necessary to provide the Services to you and retrieve any information in connection with the Services (the “Systems”) and you shall be solely responsible for maintaining appropriate security measures sufficient to protect the Systems and information used or provided by the VA on your behalf and to remain in compliance with laws and regulations applicable to any information or materials.
You shall provide the VA(s) with all relevant user names, passwords and other information needed to access the Systems and/or authorize the VA(s) to register for online access to your Systems in connection herewith. You and not Company shall be responsible for providing the VA(s) access to the Systems, and any information required to provide the VA Services and shall be liable for any activities of the VA(s) on or in connection with the Systems. You acknowledge and agree that in accessing the Systems and/or retrieving information related thereto, the VA(s) are acting as your agent on your behalf and that you are solely responsible for compliance with all laws, regulations, policies or agreements related thereto.
The parties acknowledge and agree that any Information provided or made available by you to the VA(s) are in the VA(s) possession alone and are not provided or made available in any manner to the Company and that Company shall not be liable for any publication, disclosure, use or handling thereof by the VA(s).
Notwithstanding the foregoing, the VA(s) may provide Company with anonymized information related to the performance of the Service so that Company may improve the Services or related marketing or offerings.
7. CONDITIONS OF USE
Your use of the Services and our agreement to provide the Services is specifically conditioned upon your continued agreement: (a) to be bound by and continued observance of the terms of this Agreement and the Policies; (b) to provide the Company Parties with true, accurate current and complete information as reasonably required to provide the Services; (c) that you are solely responsible for maintaining the confidentiality and security of your Systems and any and all information, access codes, or other relevant materials and that Company Parties shall not be liable in any way due to your failure to securely maintain such information; (d) you are over 18 years old, located in the United States or Canada and are have the requisite authority to provide all information, access and authorize the payment method in connection with the Services; (e) you understand and agree that the Services are being provided on an “as is” and “as available” basis and that your use of the Services is at your own risk; (f) you are not using the Services for any illegal or unauthorized purposes and your use of the Services does not violate any laws in any jurisdiction; (g) you will not re-sell, provide any part or portion of, or otherwise charge third parties a fee for the Services; (h) you are not using the Services for any libelous, defamatory, indecent, offensive, bigoted, hateful, anti-social, or disruptive (such as spamming, trolling or bullying), or other discriminatory purposes; and (i) you shall treat the VA with professional courtesy and respect and not engage in any action or activities which are offensive, harassing, lewd or otherwise demeaning. Company reserves the right to terminate the Services immediately upon notice without any refund to the extent you or any authorized user of the Services violates the foregoing conditions of use as determined by Company in its sole determination.
You further agree that we are not responsible for the completeness or accuracy of the Information nor are we reviewing the Information for the completeness or accuracy.
8. NON-SOLICITATION
You agree that during the term of the Services and for a period of two (2) years after the expiration thereof, you nor any of your affiliates or representatives (each, a “Restricted Person“) shall directly or indirectly, for yourself or on behalf of another person or entity (a) solicit, hire, employ or otherwise engage any VA (i) who is then currently providing services to Company or who provided services to Company during the Company’s provision of the Services to you; or (ii) who provided Services to you; (b) induce, influence, or encourage any VA who provided Services to you to cease, terminate or refrain from providing services to Company or otherwise interfering with such VA’s relationship with Company. In the event you breach this Section, such breach will cause Company to incur substantial economic damages and losses in an amount that are difficult or impossible to quantify and the parties agree that as liquidated damages which represent a fair and reasonable estimate of such damages and losses, you shall within thirty (30) days of demand agree to pay Company an amount equal to thirty (30) months of the then current Monthly Fee. You acknowledge that Company may charge your payment method the amount of liquidated damages as provided herein. To be clear, this section does not limit the Company’s ability to recover its reasonable attorneys’ fees, costs, and expenses pursuant to section 13 of this Agreement.
9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR USE OF THE SERVICES ARE AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. THE COMPANY AND ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, COMPANY LICENSORS, PARTNERS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE SERVICES OR ANY EXPECTED RESULTS THEREOF; (B) THE VA’S ABILITY TO ACCOMPLISH ANY SPECIFIC GOAL, PROJECT OR TASK OR THAT THE USE OF A VA WILL RESULT IN ANY INCREASED BUSINESS, REVENUE OR ANY BUSINESS EFFICIENCIES; OR (C) THE ACTIONS OR CONDUCT OF ANY VA, AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, MANAGERS, MEMBERS EMPLOYEES, COMPANY PARTNERS OR AGENTS, EXCEPT AS SET FORTH IN THE POLICIES, SHALL IN ANY WAY LIMIT THE DISCLAIMERS SET FORTH HEREIN.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR THE VIRTUAL ASSISTANT SERVICES OR YOUR USE OF THE SITES OR THE VIRTUAL ASSISTANT SERVICES FOUND AT THE SITES.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY PARTIES, AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SERVICES OR (B) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE VIRTUAL ASSISTANT SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE VIRTUAL ASSISTANT SERVICES FOUND AT THIS SITE.
11. INDEMNITY
You agree to protect, defend, indemnify and hold Company and its subsidiaries, affiliates, related companies and their officers, directors, members, managers, employees, agents, successors and assigns (collectively the “Company Indemnitees”) harmless from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable outside attorneys’ fees) imposed upon or incurred by the Company Indemnitees directly or indirectly arising from (a) your use of and access to the Services; (b) your violation of any provision of this Agreement or the Policies; (c) your breach of any of your representations and warranties contained herein; and/or (d) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this Section shall survive any termination or expiration of this Agreement or your use of the Services.
12. GOVERNING LAW, CHOICE OF FORUM, AND JURY WAIVER
Applicable Law: You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and the Policies and any claim or dispute that has arisen or may arise between you and Company, except as otherwise stated in the Policies.
Choice of Forum: Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement and the Policies, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of New York or the courts of the State of New York sitting in New York County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of New York or the courts of the State of New York sitting in New York County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Waiver of Jury Trial: Each party acknowledges that any controversy that may arise under this Agreement or the Policies, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, the Policies, or the transactions contemplated hereby.
13. LITIGATION COSTS AND EXPENSES
If the Company institutes any legal suit, action, defense, or proceeding against you to enforce this Agreement or the Policies (or obtain any other remedy arising out of or relating to this Agreement or the Policies), and the Company is the prevailing party in the suit, action, or proceeding, the Company is entitled to receive, and you shall pay, in addition to all other remedies to which the Company may be entitled, the costs and expenses incurred by the Company in conducting the suit, action, defense, or proceeding, including reasonable attorneys’ fees and expenses, and court costs, even if not recoverable by law.
14. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion thereof) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
15. RELATIONSHIP OF THE PARTIES.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of employment or fiduciary relationship between the parties, and neither party shall have authority to contract or bind the other in any manner, except as expressly granted in writing by such party.
16. ENTIRE AGREEMENT
This Agreement, the Enrollment Confirmation and the Policies constitute the sole and entire agreement between you and Company with respect to the Services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.
17. ELECTRONIC COMMUNICATIONS AND COMMUNICATIONS WITH COMPANY
Whenever you send emails to Company you are communicating with Company electronically. For that reason, you also consent to receive communications from Company electronically. Company will communicate with you by email at the email address which you provide when you register for the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
THIS AGREEMENT SHALL CONSTITUTE YOUR PRIOR EXPRESS WRITTEN CONSENT, IN ACCORDANCE WITH THE TELEPHONE CONSUMER PROTECTION ACT (TCPA) AND ANY OTHER APPLICABLE LAW, TO BE CONTACTED BY COMPANY, INCLUDING BY CALLS AND TEXT MESSAGES TO YOUR CELLULAR PHONE, AND BY THE USE OF ANY EQUIPMENT DEEMED AN AUTOMATIC TELEPHONE DIALING SYSTEM (ATDS) OR THROUGH THE USE OF AN ARTIFICIAL OR PRE-RECORDED VOICE. YOU MAY OPT- OUT OR REVOKE YOUR CONSENT TO RECEIVE COMMUNICATIONS BY CALLS AND TEXT MESSAGES TO YOUR CELLULAR PHONE, AND BY THE USE OF ANY EQUIPMENT DEEMED AN AUTOMATIC TELEPHONE DIALING SYSTEM (ATDS) OR THROUGH THE USE OF AN ARTIFICIAL OR PRE-RECORDED VOICE, BY SENDING AN EMAIL TO SUPPORT@WORKBETTERNOW.COM INDICATING YOUR REVOCATION OF CONSENT TO BE CONTACTED BY COMPANY IN THIS MANNER.
18. TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT – NEW JERSEY RESIDENTS.
Pursuant to the New Jersey Truth-in-Consumer Contract, Warranty and Notice ACT (“TCCWNA”), N.J.S.A. 56:12-14 et seq., certain businesses are not permitted to offer or enter into written consumer contracts with consumers or prospective consumers which include any provision that violates any clearly established legal right of a consumer, or responsibility of the business, as established by State or Federal law. The following provisions of this Agreement shall not be applicable to New Jersey residents: (i) provisions which limit Company’s liability for any tortious action or breach of contract by Company; (ii) provisions which limit the amount of damages which may be sought for any tortious action or breach of contract by Company; and (iii) provisions which limit the time within which claims against Company must be brought to a shorter time period than is otherwise provided for under New Jersey law. This Agreement is intended to comply with TCCWNA. In the event of a conflict between this Agreement and the TCCWNA, the terms of the TCCWNA take precedence and will control.