Parrotforce Service Agreement

This work for Hire Agreement (“Agreement”) is made between Parrotforce and you the Client effective date of first purchase.

In this Agreement, the party who is contracting to receive the services shall be referred to as the “Client” and the party who will be providing the services shall be referred to as the “Service Provider”.

1. DESCRIPTION OF SERVICES. Service Provider will perform the services purchased by the Client with reasonable care and skill as typically done by service providers in the Virtual Service industry (collectively, the “Services”). The Service Provider may freely delegate any of the Services to the Service Provider’s staff in the Service Provider’s sole discretion (the “staff”).
   1. Service Provider will attempt to answer and fulfill requests from the Client to the best of their ability in a timely manner
   2. Any requests that are illegal, immoral, or otherwise deemed harassment or excessive will not be completed. Multiple requests of this nature will result in termination of service.
2. SERVICE LOCATION. The Service to be provided under this Agreement shall be performed at the Service Provider’s place of business. (i.e. Home Office) The Service Provider is not required to travel anywhere to fulfil a request of the Client. Any requests that require traveling are not allowed under this agreement.
3. SCHEDULE AND DAYS OFF. Service Provider Assistance is generally available to provide Services during normal business hours. Monday – Friday 8am – 5pm CST, excluding national holidays. Service Provider will have staff available beyond normal business hours (excluding national holidays that may occur in the US, UK or in India) that will fulfill requests. If the assigned staff is not available due to sickness or vacation, the backup assigned staff will attempt to continue to provide services.
4. PAYMENT FOR SERVICES. Client will pre-pay compensation to Service Provider for the subscribed Services per month every month until cancelled. The compensation will be according to the subscription selected by the Client. Subscriptions will renew automatically each month on the renewal date specified by the Service Provider unless specified by the client at least 1 day prior to the renewal date. Any changes to the subscription will not be reflected until the next billing cycle. This compensation shall be payable and due upon receipt of invoice. You agree to allow the Service Provider to charge any invoices on the payment information entered. Services will be suspended if Client’s payment option is declined. Refunds will not be given for unused hours on pre-paid subscriptions.
5. EXPENSES. The Service Provider may make payments on the Clients behalf according to approved requests given by the Client. These may be physical product orders, or services requested by the Client. Client will be notified of the total cost and can agree to it via SMS, MMS, Email or Voice. The Client must reimburse the Service Provider for the total cost plus the processing fees associated with the charge. These fees shall be payable and due upon processing of request. The due charges will be attempted to be taken out automatically with the payment information entered by the Client. The Client agrees to pay any additional charges that result from the product or service requested by the Client that are incurred by the Service Provider. Services will be suspended if Client’s payment option is declined.
6. TERM/TERMINATION. The term of this Agreement shall begin on the date of purchase and shall continue on a month-to-month basis unless terminated by either Party upon one (1) business days’ prior written notice to the other Party (the “Term”). Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. Upon Termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt.
7. NON-DISCLOSURE AND NON-SOLICITATION. Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any 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. Furthermore, Service Provider agrees that during the term of this Agreement, and for 2 years following the termination of this Agreement, Service Provider shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of client himself.

8. RELATIONSHIP OF PARTIES. It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.

9. WORK PRODUCT OWNERSHIP. Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part in Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.

10. LIABILITY. Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Contractor’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client
    Immediately. Service Provider will not be liable for loss, damage or delay of Client’s project due to advice given by the Service Provider. Service Provider cannot guarantee that work under this Agreement will be error-free and will not be liable to Client or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even advised of them.
    1. The Service Provider will assign staff to the Client, known as an “assistant”. The assistant will act under the Client’s discretion. If the Client allows the assistant to make decisions on their behalf, they agree to do so under the notion that the assistant is under their supervision.
    2. In the event the Client provides the assistant access to any accounts, they do so at their own risk and are fully responsible for protecting and securing their data. Any loss, liability or violations that occur will the solely the responsibility of the Client.
    3. In the event the Client request a task requiring the sourcing of content or images for use on a website or other material, the Client does so on their own risk and is responsible for supervising work and ensuring proper permissions are in place to utilize the content. Client will be solely responsible for any violations, fines, or actions that may occur in this regard.
    4. Client waives any claim that the Service Provider or staff assigned by the Service Provider act as consultants, advisors, or professionals.
11. CONFIDENTIALITY. Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by Service Provider during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.
12. NON-SOLICITATION. During the Term and for a period of one year thereafter (collectively, the Non-solicitation Period), Client shall not directly or indirectly, individually or on behalf of any person other than the Service Provider, aid or endeavor to solicit or induce any of the Service Providers or its affiliates Employees to leave their employment with the Service Provider or such affiliates in order to accept employment with Client or any other person, corporation, limited liability company, partnership, sole proprietorship or other entity. If the restrictions set forth in this section would otherwise be determined to be invalid or unenforceable by a court of competent jurisdiction, the parties intend and agree that such court shall exercise its discretion in reforming the provisions of this Agreement to the end that the Client will be subject to a non-solicitation covenant which is reasonable under the circumstances and enforceable by the Service Provider. It is agreed that no adequate remedy at law exists for the parties for violation of this section and that this section may be enforced by any equitable remedy, including specific performance and injunction, without limiting the right of the Service Provider to proceed at law to obtain such relief as may be available to it. The running of the Non-solicitation Period shall be tolled for any period of time during which Client is in violation of any covenant contained herein, for any reason whatsoever.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.