Terms

Terms and Conditions (Rev 09-17-08)

This is an agreement between YOU (the visitor) and www.VirtualAdmin.me and/or www.TrishasDesignstudio.com. . Please, read this agreement very carefully.

VA services and Website are offered to you conditioned on your acceptance without any changes of the terms, conditions and notices contained in this statement.

This Agreement is effective as of the first date you commence use of the VA . In the event that you are already utilizing VA, these terms are effective with your continued use after posting at www.VirtualAdmin.me/terms-conditions.asp .

BY UTILIZING AND/OR CONTINUING TO UTILIZE THE VA , YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. THE TERM "WE" REFERS TO VA.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT UTILIZE ANY OF VA'S SERVICES NOR ANY OF THE INFORMATION THIS WEBSITE CONTAINS. YOU MUST ASCERTAIN THAT THE SERVICE WILL MEET YOUR SPECIFIC FUNCTIONAL REQUIREMENTS.

DESCRIPTION OF SERVICES.

To use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access.
Prior to becoming a Retainer client of VA for the Service, you are required to enter billing information into the PayPal auto payment system specifying the charges and payment terms agreed to by you.
As part of the Service, you will receive login name and login password information to retrieve information from the VA on the websitel.

CONTACT AND BILLING INFORMATION

In consideration of your use of the Service, you agree to provide VA with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of authorized billing and systems administration contacts. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate this Agreement and your access to your secure area of our website in addition to any other legal remedies.

FEES, PAYMENT TERMS, RENEWAL, PARTIAL BILLING PERIOD

Hourly rates are billed in 15 minute increments with a 30 minute minimum per project, per day.
A deposit of 20% of the quoted price is required prior to commencement. An invoice for the balance will be submitted on the completion and payment has to be received no later than 14 days from the date of the invoice
Clients who use VA services on a retained basis will be invoiced approximately two weeks prior to each calendar month end. Invoices must be settled in full prior to commencement of further work.
You will pay all charges in accordance with the fees and payment terms contained in the billing information portion and/or related invoices.
Unless otherwise indicated in the billing information portion and/or related invoices, all fees and charges specified are nonrefundable whether or not you actively use the Service. If you elect to discontinue use of the Service no refund will be given for the unused portion of the Initial Term or any renewal term.
Check or PayPal
Clients will be responsible for reimbursing VA for all Bank Charges incurred as a result of a returned cheque.
All materials will be itemised and charged at cost.
This Agreement will automatically renew upon the expiration of the Initial Term unless terminated by you or VA, and we will automatically invoice you upon renewal. Unless otherwise indicated in the billing information portion of the System and/or related invoices, VA reserves the right to change the fees upon renewal with at least thirty (30) days prior notice to you, which notice may be provided by e-mail.
In the event that you terminate this Agreement (other than by reason of breach by you) or choose not to renew, VA will make available to you a file of Your Data within thirty (30) days of termination or non-renewal if you so request at the time notice is given. You agree and acknowledge that VA has no obligation to retain Your Data, and may delete such data, more than 30 days after termination or non-renewal. Termination by you will not relieve you of any obligations incurred prior to termination.
VA may terminate this Agreement by notifying you at least thirty (30) days prior to the end of the then current term.

ROLLOVER TIME

Unused time from what is allotted to you in a month gets rolled over to the next month automatically.
Your total amount of accumulated Rollover Time cannot exceed 20% of your monthly plan.
Once your accumulated Rollover Time exceeds that amount, the excess is lost indefinitely.
Rollover Time accumulates indefinitely while you are on a PLUS plan.
In the event of cancellation, your Rollover Time, if any, is lost indefinitely.
Rollover Time is not redeemable for cash or credit and is not transferable.

SUSPENSION OR TERMINATION OF SERVICE FOR NON-PAYMENT

If payment of fees is not received for any reason, VA reserves the right to suspend your access to your on line files if the problem cannot be cured within ten (10) business days and terminate your access if the problem cannot be cured within thirty (30) days. If you believe that an invoice or billing statement from VA is incorrect, you must contact us within ten (10) days of the invoice or billing statement date containing the amount in question to be eligible to receive an adjustment or credit or avoid suspension.
You will continue to be charged fees during any period of suspension. VA reserves the right to subject delinquent invoices (accounts in arrears) to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Should your account be suspended for delinquent payment, VA also reserves the right to impose a separate reactivation fee should you thereafter again request access to the Service.
You agree and acknowledge that VA has no obligation to retain Your Data in the event of termination of the Service for non-payment, and as such Your Data will be irretrievably deleted. If you or VA initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Fees and Payment Terms section above.
In the event of cancellation, your Rollover Time, if any, is lost indefinitely.

TERMINATION FOR CAUSE

VA may deny you access to all or part of the Service without notice if you engage in any conduct or activities that VA believes in it sole and absolute discretion violates applicable law or any terms of this agreement. You agree that any termination of your access to the Service and your System hosted by VA under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that VA may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that VA shall not be liable to you or any third-party for any termination of your access to the Service or your System.
In the event of cancellation, your Rollover Time, if any, is lost indefinitely

YOUR RESPONSIBILITIES

You are responsible for any and all activities that occur under your account. You shall: (i) notify VA immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to VA immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another VA user or provide false identity information to gain access to or use the Service. VA reserves the right to take any action it deems appropriate with respect to Content posted on your System. Such action is taken at the sole discretion of VA and may include, but not be limited to, termination of your rights of use.

YOUR DATA

All data submitted by you to the Service, whether posted by you, Users, Staff Members or other third parties, shall remain the sole property of you or such third parties, as applicable, unless specifically notified in advance. You, not VA, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data, and VA shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that you terminate this Agreement (other than by reason of a breach by you), VA will make available to you a file of the Your Data within 30 days of termination notice if you so request. VA reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and VA shall have no obligation to maintain or forward any of Your Data.
VA will not be held liable for the misuse of any Service provided by VA after despatch to the client.
All information held on behalf of the client will be kept in accordance with the Data Protection Act by VA for a period of one year.
All data will be held in the strictest confidence. If required, a Confidentiality Agreement, supplied by the client, will be signed by VA in acknowledgment of this.

VA will return all materials to client should there be a reason that they no longer work together.

ELECTRONIC COMMUNICATIONS

When you visit www.VirtualAdmin.me or www.TrishasDesignstudio.com or send e-mails to us, you are communicating with us electronically and consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all notices, disclosures, agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

COPYRIGHTS

It is the full responsibility of the client to ensure that all data and materials provided do not breach any Copyright regulations or the Data Protection Act. VA reserve the right to refuse any Service request believed to be illegal or offensive.

ERRORS AND OMMISSIONS

Accuracy of the completed Service requirement is ultimately the responsibility of the client.
Any errors found, arising from VA, will be corrected free of charge on condition that these are reported within 48 hours. We will be liable for the cost of the work only - no further liability is acknowledged. Any errors that have occurred due to the client’s oversight will be rectified at an hourly rate.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. VA represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service, that your billing information is correct, and that you will comply with the terms of this Agreement.
The information and materials contained on www.VirtualAdmin.me and www.TrishasDesignStudio.com are offered “as is” without warranties of any kind, either express or implied, including, but not limited to, any implied warranty of merchantability or fitness for intended use or a particular purpose or those arising by statute or otherwise in Law or from a course of dealing or usage of trade regarding the services, materials or goods, advertised, promoted, sold or otherwise made available through a Merchant. You expressly agree that your purchase of goods or services from a Merchant are at your own risk.
We disclaim responsibility for software defects, data or transmission errors or delays and computer viruses or for your inability to connect to the Internet, access www.VirtualAdmin.me, www.TrishasDesignStudio.com or any affiliated website.
The information presented on this site is for your convenience and informational purposes only and is not intended to replace or constitute professional legal advice. You should always consult a lawyer before making an important decision. The information we offer comes either from general literature or from our own experience and should not be relied upon as professional advice.

MUTUAL INDEMNIFICATION

You shall indemnify and hold VA, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of the representations and warranties; or (iii) a claim arising from the breach by you or Users of this Agreement, provided in any such case that VA (i) gives written notice of the claim promptly to you (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless it unconditionally releases VA of all liability and such settlement does not affect VA's business or Service); (iii) provides to you all available information and assistance; and (iv) has not compromised or settled such claim.
VA shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation by VA of the representations or warranties; or (iii) a claim arising from breach of this Agreement by VAM; provided that you (a) promptly give written notice of the claim to VAM; (b) give VA sole control of the defense and settlement of the claim (provided that VA may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provides to VA all available information and assistance; and (d) has not compromised or settled such claim. VA shall have no indemnification obligation, and you shall indemnify VA pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

PRIVACY

VA holds information about you, your business, your callers, your Staff Members, employees, and Users in strict confidence. VA's privacy policy may be viewed at www.VirtualAdmin.me. VA reserves the right to modify its privacy policy in its reasonable discretion from time to time.

DISCLAIMER OF WARRANTIES

You expressly understand and agree that: your use of the service is at your sole risk. the service is provided on an "as is" and "as available" basis. VA expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. nor does VA guarantee that any information, software, or other material accessible from or related to the service is free of viruses, worms, or other harmful components. VA makes no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, or (iv) any errors in the software related to the service will be corrected. VA provides you the ability and strongly recommends that you regularly back-up all data via reports and excel files to preserve your data. No advice or information, whether oral or written, obtained by you from VA shall create any warranty not expressly stated in the terms and conditions.

The service is provided "as is" without warranty of any kind, and we disclaim all warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non infringement. We make no warranty or representation regarding the results that may be obtained from the use of the service or that the service will meet any user's requirements, or be uninterrupted, timely, secure or error free. By executing the order form, you agree that the order form contains no contingent payment terms or any obligation for VA to refund any amounts contracted for.

INTERNET DELAYS

The service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. VA is not responsible for any delays, delivery failures, or other damage resulting from such problems. release; limitation of liability

You expressly understand and agree that VA shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if VA has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the service or your system; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (c) unauthorized access to or alteration of your transmissions or data; or (d) any other matter relating to the service or your system. in no event shall VA's total cumulative liability exceed the amount paid by you for use of the service during the six (6) month period preceding the event giving rise to the claim for damages.

ADDITIONAL RIGHTS

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
This Agreement may not be assigned by you without the prior written approval of VA but may be assigned by VA to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

OUR RELATIONSHIP

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and VA by this Agreement. This Agreement is between VA and you and is not intended to be for the benefit of any third party.

COMPLIANCE WITH LAWS

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service, your System, and posting and retrieval of Content (including without limitation those governing interstate commerce, export control, unfair competition, or false advertising). If there are applicable fees and taxes you incur to access the Services, including without limitation all applicable sales, use, gross receipts, and excise taxes, you are solely responsible for their payment.

JURISDICTION; GOVERNING LAW

This Agreement shall for all purposes be governed, interpreted, construed and enforced in accordance with the law of the State of California, USA. You hereby agree that the courts located in Santa Clara, California, USA shall constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with the use of the Service and you hereby consent to the jurisdiction of such courts and irrevocably waive any objections thereto. In any action to enforce the provisions of these Terms and Conditions, the prevailing party shall be entitled to costs and attorneys fees. Regardless of where you access the Service, you agree to comply with all applicable laws of the United States of America, including those regarding the export of data and software. You are also responsible for complying with all other laws, rules and regulations that may be applicable to your use of the Service.

NOTICE

VA may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in VA's account information, or by written communication sent by first class mail or pre-paid post to your address on record in VA's account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to VA (such notice shall be deemed given when received by VAM) at any time by any of the following: email to info@VirtualAdmin.me; letter sent by confirmed facsimile to VA at 408-642-5250; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to VA

MODIFICATION OF TERMS

VA reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

MISCELLANEOUS PROVISIONS

This Agreement constitutes the entire agreement between VA and you and governs your use of the Service, superceding any prior agreements between you and VA. If any provision of the Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. By using the Service, you represent and warrant that you can form legally binding contracts under applicable law. This Agreement and all writings incorporated by reference into the Agreement, set forth the entire understanding and agreement between you and VA with respect to the subject matter hereof. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

QUESTIONS OR ADDITIONAL INFORMATION

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@VirtualAdmin.me.