Terms & Service Agreement

Service Agreement and Statement of Work

Prepared for:  Insurance Broker 

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Created by:

Edwin Morales

Virtual Marketing, LLC

THIS MARKETING AGREEMENT (this “Agreement" or this “Marketing Agreement”)  is entered into on , by and between Virtual Marketing, LLC | {{ location.name }}, a company organized and {{right_now.middle_endian_date}} existing in the State of Florida, and {{ contact.name }}. 

In consideration of the mutual covenants set forth herein, and intending to be legally bound thereby, the parties agree as follows: 

1. Project Scope

This Statement of Work covers the following activities and deliverables.  

2. Pricing

The client be on a recurring subscription every 30 days from Virtual Marketing, LLC | {{ location.name }}, LLC to pay for the CRM & Management fee (if applicable).  

Services are based upon tier selected may include but not limited to:

InstantAds - Click to Launch Ads

VirtualCRM

Funnels, Automation

Forms Surveys

24hr Chat Support via Chat Bot

1-1 Support (DFY Tier)

Ongoing CRM Updates

3. Privacy & Confidentiality

We respect your privacy and must insist that you respect the privacy of Virtual Marketing, LLC | VirtualCRM LLC. We respect your confidential and proprietary information ideas and plans (collectively, "Confidential Information") and must insist that you respect the same rights of Virtual Marketing, LLC | VirtualCRM LLC. 

Thus, you agree:  

● Not to infringe any advertisements or the Virtual Marketing, LLC | VirtualCRM copyright, patent, trademark, trade secrets, or other intellectual property rights;  

● That any Confidential Information shared, or any representative of the Virtual Marketing, LLC | VirtualCRM is confidential and Proprietary, and belongs solely and exclusively to the Participant who discloses it or Virtual Marketing, LLC | VirtualCRM;  

● Not to disclose such information to any other person or use it in any manner.  

● That all materials and information provided to you by Virtual Marketing, LLC | VirtualCRM are its confidential and proprietary intellectual property belong solely and exclusively to Virtual Marketing, LLC | VirtualCRM, and may only be used by you as authorized by the Virtual Marketing, LLC | VirtualCRM; 

● The reproduction, distribution and sale of these materials by anyone but Virtual Marketing, LLC | VirtualCRM is strictly prohibited;  

● That if you violate, or display any likelihood of violating, any of your agreements contained in this paragraph the Virtual Marketing, LLC | VirtualCRM will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.  While you are free to discuss your individual results from our services and training, you must keep the experiences and statements, oral or written, of all other participants in the strictest of confidence.  You further agree that your participation is subject to our Privacy Policy.  

Content:  

● All marketing content is for individual use only, and may not be sold, tape-recorded, videotaped, shared, taught, given away, or otherwise divulged without the express written consent of Virtual Marketing, LLC | VirtualCRM LLC, or its designated agent.  

● Nothing in this agreement shall be construed as a transfer or license of our intellectual property.  

● Nothing in this agreement should be construed as “Work made for Hire” as defined in Section 101 of Title 17 of the Copyright Act of 1976. 

4. Terms of Sale  

● You hereby ratify your understanding that all sales are non-refundable and waive any rights to charge back your purchase with your credit card processor.  

● Virtual Marketing, LLC | VirtualCRM LLC will not do any refunds. 

● If for any reason the client wants to cancel services, they must notify Virtual Marketing, LLC | VirtualCRM LLC 7 days before the next payment goes through (every 30 days). This cancellation notice must be submitted in writing over email to [email protected]. 

● In addition you must schedule and take an exit interview with one of our team members over the phone to help us create a better experience for future partners.  

● This Agreement will be governed by the laws of the State of Florida, without giving effect to those principles of conflict of laws that might otherwise require the application of the law of another jurisdiction. You consent to exercise personal jurisdiction by any such court with respect to any such proceeding. All Parties waive their right to a jury trial to the full extent allowable.

● This Agreement constitutes the complete and exclusive agreement between us. It supersedes all prior written and oral statements, conditions, obligations, representations, or warranties.  

5. Payments & Invoicing 

a. Recurring Transactions: The Parties hereby agree that Virtual Marketing, LLC | VirtualCRM shall provide services to {{ contact.name }} on a recurring basis with payments due every 30 days from the date of this Agreement. Upon payment by {{ contact.name }}, Virtual Marketing, LLC | VirtualCRM will provide the applicable services to {{ contact.name }}. No refunds shall be provided for any payments under this Agreement. 

b. Non-Refundable Payments: All payments made by {{ contact.name }} under this Agreement are non refundable and non-cancelable. If {{ contact.name }} attempts to cancel or seek a refund for such payment(s), it will be considered a breach of this Agreement and may cause termination of all service(s). 

c. Chargeback Refrainment: {{ contact.name }} agrees not to file chargebacks against Virtual Marketing, LLC | VirtualCRM related to any transactions agreed upon under this Agreement. 

d. Fraud Dispute: {{ contact.name }} agrees not to file fraud disputes against Virtual Marketing, LLC | VirtualCRM related to any transactions agreed upon under this Agreement.d. Termination: This Agreement shall remain in effect until terminated by either party upon written notice given at least 7 days prior to termination date specified in such notice (the “Effective Date”). Both parties must honor all obligations incurred prior to the Effective Date hereof.  

6. Tax 

1. Each party shall report, pay and be liable for all of its own respective taxes.

7. TCPA Compliance

Virtual Marketing, LLC | VirtualCRM will not be liable for any Telemarketing Consumer Protection Act (TCPA) violations that may occur as a result of customer activities. We will ensure all communication with customers complies with all applicable laws and regulations governing telemarketing and unsolicited communications. When a lead reply's STOP, OUT, or any keyword associated with the decline of receiving SMS {{ contact.name }} agrees to not call or text the lead.  

8. Ownership of Property 

All rights, title and interest, including but not limited to possession and intellectual property rights, in and to Products, Documentation, customizations, software, programs, content materials, and all other property, including but not limited to intellectual property, that Virtual Marketing, LLC | VirtualCRM owned prior to the Effective Date, that it created, developed or used in the performance of this Agreement, shall at all times remain exclusively owned by Virtual Marketing, LLC | VirtualCRM. 

9. Code of Conduct 

You agree to comply with the Virtual Marketing, LLC | VirtualCRM Code of Conduct, which has been made available to You and of which you have read and understand. Virtual Marketing, LLC | VirtualCRM may change the Code of Conduct at any time by posting a revised Code of Conduct on the above website or by providing you with notice as otherwise provided in this Agreement. You represent that you have read the Code of Conduct and agree to monitor the website regularly for changes to the Code of Conduct. Such changes are effective immediately when they are posted to the website. 

10. Liability

Circumstances may arise where, because of a default or other liability, one of us is entitled to recover damages from the other. The following terms apply as your exclusive remedy and our exclusive liability. 

a. Virtual Marketing, LLC | VirtualCRM's Liability. 

1. Regardless of the basis on which you are entitled to claim damages from Virtual Marketing, LLC | VirtualCRM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Virtual Marketing, LLC | VirtualCRM entire liability for all claims in the aggregate arising from or related to each Product or Service or otherwise arising under this Agreement will not exceed the amount of any actual direct damages up to the greater of U.S. 5.000 (or equivalent in local currency) or the charges (if recurring, 12 months’ charges apply) for the Product or Service that is the subject of the claim. This limit also applies to any of Virtual Marketing, LLC | VirtualCRM subcontractors and Program developers. It is the maximum for which Virtual Marketing, LLC | VirtualCRM and its subcontractors and Program developers are collectively responsible. 

2. The following amounts are not subject to a cap on the amount of damages: 

b. Items for Which Virtual Marketing, LLC | VirtualCRM Is Not Liable

Except as expressly required by law without the possibility of contractual waiver, under no circumstances is Virtual Marketing, LLC | VirtualCRM, its subcontractors, or Program developers liable for any of the following even if informed of their possibility: 

1. loss of, or damage to, data; 

2. special, incidental, exemplary, or indirect damages, or for any economic consequential damages; or

3. lost profits, business, revenue, goodwill or anticipated savings. 

No right or cause of action for any third party is created by this Agreement, or any transaction under it, nor is Virtual Marketing, LLC | VirtualCRM LLC responsible for any third party claims against you except as described elsewhere in this Marketing Agreement or as permitted by this Liability section for bodily injury (including death) or damage to real or tangible personal property for which Virtual Marketing, LLC | VirtualCRM is legally liable to that third party. 

c. {{ contact.name }} Liability 

In addition to damages for which you are liable under applicable law or the terms of this Agreement, you will indemnify Virtual Marketing, LLC | VirtualCRM for claims made against Virtual Marketing, LLC | VirtualCRM by others arising out of your conduct under this Agreement or as a result of your relationship with any third party, including without limitation, any claim based on representations, statements, claims or warranties not authorized by Virtual Marketing, LLC | VirtualCRM. 

11. Confidentiality 

If either party desires to exchange confidential information, such exchange will be governed by the Non Disclosure Agreement entered into between the parties (“NDA”). 

12. Dispute Resolution

In the event that a dispute hereunder arises which cannot be resolved in the normal course, the following dispute resolution procedures shall be followed: 

1. If a dispute arises, then within ten (10) business days of a written request by either party, {{ contact.name }}'s authorized representative and Virtual Marketing, LLC | VirtualCRM authorized representative shall meet in person or on the telephone and resolve the issue; if these parties cannot resolve the issue within ten (10) business days of the meeting, then (ii) the issue shall be submitted to persons in the position of Owner for {{ contact.name }} and in the position of Owner for Virtual Marketing, LLC | VirtualCRM. 

2. This provision shall not apply to the exclusion of claims for equitable relief (for example, injunction to prevent disclosure of confidential information). 

13. Miscellaneous Provisions 

1. Virtual Marketing, LLC | VirtualCRM reserves the right to assign this Agreement, in whole or in part, on written notice. Virtual Marketing, LLC | VirtualCRM is also permitted to assign its rights to payments without obtaining your consent. It is not considered an assignment for Virtual Marketing, LLC | VirtualCRM to divest a portion of its business in a manner that similarly affects all of its Companies.Your rights under this Agreement are not property rights and, therefore, you can not transfer them to another party or encumber them in any way. For example, you can not sell your approval to market Virtual Marketing, LLC | VirtualCRM  Products or Services or your rights to use Virtual Marketing, LLC | VirtualCRM Trademarks. You agree not to assign or otherwise transfer this Agreement, your rights under this Agreement, or any of its approvals, or delegate any duties, unless expressly permitted to do so in this Agreement. Otherwise, any attempt to do so is void. 

2. Both parties agree to the application of the laws of Florida to govern, interpret, and enforce all of your and Virtual Marketing, LLC | VirtualCRM respective rights, duties and obligations arising from, or relating, in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement remain in full force and effect. The "United Nations Convention on Contracts for the International Sale of Goods" does not apply. 

3. This Marketing Agreement sets forth the entire understanding of the parties and supersedes any and all written or verbal agreements between the parties related to the subject matter hereof. Any amendment to this Agreement must be in writing signed by a duly authorized officer or representative of the parties. 

4. Any notice required or permitted by this Agreement shall be in writing and shall be delivered in person, or sent by overnight globally recognized courier addressed to the designated representative of any party as set forth below (or such other representatives as may be designated). 

5. The relationship of the parties shall at all times be one between independent contractors, and neither party shall be, nor represent itself to be, an employee, agent, representative, {{ contact.name }} or joint venture {{ contact.name }} of the other, nor shall either party have the right or authority to assume or create any obligation on behalf of, or in the name of, the other or otherwise to act on behalf of the other. 

6. The terms and conditions of Orders and any other commercial transactions, if any, between Virtual Marketing, LLC | VirtualCRM and Customers are separate and independent of any agreements between {{ contact.name }} and Virtual Marketing, LLC | VirtualCRM. {{ contact.name }} has no authority than is expressly granted by this Agreement. Without limiting the foregoing, {{ contact.name }} has no authority to make any warranties or refunds. 

7. The parties hereto consent to the jurisdiction and venue of the United States in Florida and agree that all disputes between the parties may be litigated therein. {{ contact.name }} warrants that it has appointed and will retain such appointment during the term of this Agreement, the following agent which will accept the service of all processes. 

8. All communications, written (including but not limited to e-mail), and oral, will be in American English. If any party desires to translate, the cost of such will be on the party which desires the translation. 

14. Exclusivity 

Virtual Marketing, LLC | VirtualCRM is free to advertise, promote, market, demonstrate, offer to sell, sell and license Products in or outside the Territory to any third party, including Customers and customers of {{ contact.name }}, through itself or with the assistance of any third party. Virtual Marketing, LLC | VirtualCRM is free to enter into the same terms and conditions or similar terms and conditions as this Agreement with any person or entity for any customers, including but not limited to Customer(s) in or outside the Territory. {{ contact.name }} is free to advertise, promote, market, demonstrate, offer to sell, sell and license any products in or outside the Territory to any third party, including Customers and customers of Virtual Marketing, LLC | VirtualCRM. {{ contact.name }} is free to enter into the same terms and conditions or similar terms and conditions as this Agreement with any person or entity for any product for any customers, including Customer(s) in or outside the Territory. 

15. Termination 

If either party fails to comply with a material term of this Agreement, the other party may terminate this Agreement on written notice to the non-compliant party. Examples of a “material breach” by you are if you (i) fail to maintain customer satisfaction, or to comply with the terms of a Transaction Document (for example, if you fail to pay an invoice or to meet your obligations under a statement of work), (ii) repudiate this Agreement, or (iii) make any material misrepresentations to Virtual Marketing, LLC | VirtualCRM. You agree that Virtual Marketing, LLC | VirtualCRM's only obligation to you regarding notice of termination is to provide the notice called for in this section 15 (Agreement Termination) and Virtual Marketing, LLC | VirtualCRM is not liable for any claims against you or losses you may incur if Virtual Marketing, LLC | VirtualCRM terminates this Agreement with no additional notice. 

16. Cancelation If for any reason the client wants to cancel services, they must notify Virtual Marketing, LLC | VirtualCRM LLC 7 days before the next payment goes through (every 30 days). This cancellation notice must be submitted in writing over email to [email protected]. 

Acceptance 

The client named below verifies that the terms of this Statement of Work is acceptable. The parties  hereto are each acting with proper authority by their respective companies. 

IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement through their authorized representatives on the date first above written. 

Credit Card Authorization 

By signing this form,

you authorize Virtual Marketing, LLC | VirtualCRM to charge your card.

Prices may vary if verbally authorized by {{ contact.name }}