CLIENT SERVICES AGREEMENT

This Client Services Agreement (“Agreement”) is entered into by and between Virtual Assist USA, LLC (“Company”) and the undersigned client (“Client”). This Agreement is effective as of the earlier of (a) the date Client purchases services or (b) the date Client submits the “Get Started with Virtual Assist USA” form (the “Effective Date”).

By signing this Agreement or accepting the Terms of Service through the Company’s signup form, or paying an invoice, the signatory represents and warrants that they have full legal authority to bind the Client and that all required corporate or organizational approvals have been obtained. This Agreement constitutes a legally binding obligation of the Client.

1. Services

Beginning on the Effective Date, Company will provide virtual assistant and related support services as reasonably requested by Client and accepted by Company, subject to availability and the terms of this Agreement. Services do not include legal, tax, accounting, or financial advice.

2. Payment Terms

Client agrees to pay Company for services at the selected package rate. All services are prepaid and non-refundable. Unused hours do not expire but are not redeemable for refunds.

Invoices are due upon receipt with a 5 calendar day grace period. Late fees of 5% per month may be assessed on past-due balances.

Client agrees not to initiate chargebacks for services rendered. In the event of a chargeback or payment dispute, Client remains responsible for all outstanding balances and any associated collection costs. If Client’s account is terminated due to violation of this Agreement, all payments made remain non-refundable.

Client is responsible for reimbursing Company for all approved third-party expenses incurred on Client’s behalf. Examples of third-party expenses would include shipping or postage. Any reimburseable expenses will first be approved by Client in writing.As security for payment, Company retains a possessory lien on any Client materials, deliverables, or work product in Company’s possession until all outstanding amounts are paid in full.

3. Confidentiality

Company agrees to keep Client’s non-public business information confidential and to use such information solely for the purpose of performing services under this Agreement. Company will not disclose Confidential Information to any third party except as required by law or legal process, and will provide notice to Client when legally permitted.

4. Priority Processing Fees

Rush services requiring turnaround within 24 business hours, weekend work requested by Client, or work requested on Company-recognized holidays may incur a premium fee of 1.5x the applicable hourly rate. Rush services are provided at Company’s discretion. Company will notify Client when rush fees apply by way of Virtual Assistant.

5. Time Blocking

If Client requests reserved time blocks, Client agrees to pay for the reserved time regardless of usage. One (1) week written notice is required to modify or remove a reserved time block. Client remains responsible for payment of any scheduled time blocks within the notice period.

6. In-Person Services

Client agrees to reimburse all associated costs, including hourly rates, travel time, mileage, airfare, lodging, parking, ground transportation, and meals not to exceed $50 per day unless otherwise agreed in writing. Client remains responsible for non-refundable travel expenses if cancellation occurs within fifteen (15) days of the event. Company may decline any in-person request based on availability, location, or safety considerations.

7. Non-Solicitation

Client agrees not to solicit, hire, or contract with any Company employee or contractor during the term of this Agreement and for twelve (12) months thereafter. Client acknowledges that $55,000 represents a reasonable estimate of damages and is agreed as liquidated damages, not a penalty, for any violation of this provision.

8. Meeting Cancellation Policy

Appointments canceled with less than 24 hours’ notice will be billed at halftime. No-shows will be billed for the full scheduled time.

9. Term & Termination

This Agreement remains in effect until terminated by either party with written notice. All payment obligations incurred prior to termination survive termination.

10. Client Responsibilities

Client acknowledges that Company is an independent contractor. Client agrees to provide timely communication, clear direction, and reasonable notice for requests. Company is not responsible for Client’s business outcomes, decisions, or results.

11. Intellectual Property

Upon full payment, Client owns all original work product created specifically for Client. Company retains ownership of pre-existing templates, systems, methods, tools, and internal processes used in providing services.

12. Limitation of Liability

To the fullest extent permitted by law, Company shall not be liable for any indirect, consequential, or special damages. Company’s total liability under this Agreement shall not exceed the total fees paid by Client to Company in the one (1) month preceding the event giving rise to the claim.

13. Force Majeure

Neither party is liable for failure or delay due to events beyond reasonable control, including acts of God, government action, natural disasters, labor conditions, or power failures.

14. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any disputes shall be brought exclusively in Allegheny County, Pennsylvania.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Any amendments must be in writing and signed by both parties.