VA.Team LLC
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and VA.Team LLC ("VA.Team," "we," "us," or "our") regarding your use of the VA.Team platform and services. By accessing or using our platform, creating an account, or clicking "I Agree" (or similar acceptance mechanism), you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.
These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, and any addenda (including Data Processing Agreements and Service Level Agreements where applicable).
For purposes of these Terms, the following definitions apply:
VA.Team operates a platform that connects clients with virtual assistants. Our services include:
Web-based platform for managing VA relationships, tasks, and communications.
AI-powered chat assistant for task management, support, and productivity assistance, subject to the AI Services Disclaimer in Section 12.
Screening, vetting, and matching of VAs to client needs based on stated requirements.
Limited monitoring and quality assurance of VA performance to maintain service standards (see Section 4.3 for scope).
Billing, timekeeping, and relationship management services.
Virtual Assistants are independent contractors and are not employees, agents, joint venturers, or partners of VA.Team or Client. While VA.Team monitors VA performance for quality assurance purposes, VAs maintain discretion over their work methods and tools (subject to reasonable Client requirements for availability and deliverables).
Nothing in these Terms creates an employment relationship between VA.Team and any VA, or between Client and any VA. VAs are solely responsible for:
VA.Team's role is limited to operating the Platform and providing administrative services. Specifically, VA.Team:
VA.Team's evaluation activities are limited to assessing overall platform quality and Client satisfaction and do not involve day-to-day supervision or control of VA work methods. VA.Team does not: (a) direct how VAs perform specific tasks; (b) set VA work schedules; (c) control VA work methods; or (d) supervise VA performance in real-time. All such matters remain under VA discretion and Client direction. This limitation ensures that VAs maintain their independent contractor status and retain control over the means and methods of performing their work.
The independent contractor classification of VAs is determined by the actual working relationship, legal tests applicable in relevant jurisdictions, and specific facts and circumstances of each engagement—not solely by the parties' characterization in these Terms. Both Clients and VAs are solely responsible for: (a) determining the proper classification of their working relationship under applicable employment laws; (b) ensuring compliance with all employment, labor, and tax laws in their respective jurisdictions; (c) obtaining legal advice regarding classification if uncertain; and (d) any consequences arising from misclassification. VA.Team makes no representations, warranties, or guarantees regarding the employment classification of any VA.
Client acknowledges and agrees that: (a) Client is responsible for providing clear instructions and requirements to VAs; (b) Client directs VA work within the scope of assigned tasks; (c) Client's relationship with VAs is that of a customer engaging an independent service provider; (d) Client will not treat VAs as employees or require VAs to work exclusively for Client unless separately agreed in writing with the VA; and (e) VA.Team's performance monitoring is for quality assurance and does not transfer supervisory responsibility to VA.Team.
You must be at least 18 years of age to use VA.Team services. By using our platform, you represent and warrant that you:
Client shall not upload, transmit, process, or store through the Platform any:
Client is solely responsible for: (a) determining whether any data it intends to process through the Platform constitutes Regulated Data; (b) ensuring compliance with all applicable regulatory requirements; (c) implementing appropriate safeguards for any sensitive data; and (d) obtaining any necessary consents or authorizations before sharing data with VAs.
Client shall indemnify, defend, and hold harmless VA.Team from any and all claims, damages, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to Client's upload, transmission, processing, or storage of Regulated Data through the Platform, regardless of whether such data was uploaded intentionally or inadvertently.
The restrictions in this Section 6 do not apply to data that has been properly de-identified or aggregated in accordance with applicable regulatory standards such that it no longer constitutes Regulated Data under the applicable framework.
VA.Team operates on a dual billing structure consisting of: (a) a monthly subscription fee for Platform access and Nabu AI services, billed in advance on your Subscription Term anniversary date (except for Nonprofit/NGO Plan as described below); and (b) separate hourly billing for actual VA work performed, billed weekly in arrears based on VA timesheets submitted for each Work Billing Period.
Includes Platform access, Nabu AI access, and 2 hours of free VA work to test the service. After the 2-hour trial period, you must upgrade to a paid subscription to continue using VA services.
Monthly subscription plans that include Platform features and require separate payment for VA hours worked at the applicable hourly rate.
Qualified nonprofit organizations and non-governmental organizations are exempt from monthly subscription fees. Nonprofit/NGO Plan clients receive full Platform access and Nabu AI services at no subscription cost, and are only charged for actual VA hours worked at the applicable hourly rate. If a Nonprofit/NGO Plan client upgrades to a business plan (Startup, SMB, or Enterprise), standard subscription fees will apply from the date of upgrade. VA.Team reserves the right to verify nonprofit/NGO status and may require documentation of tax-exempt status or equivalent registration.
Available upon request with custom pricing, features, and service level commitments.
VA hours are billed separately from your subscription on a weekly basis. You will be charged for the actual hours worked by your VA(s) at the agreed-upon hourly rate. Invoices are generated within three (3) business days following the end of each Work Billing Period (Sunday) and are due upon receipt. This applies to all plans, including the Nonprofit/NGO Plan.
If you dispute any VA hours on an invoice, you must notify VA.Team in writing at hello@va.team within five (5) business days of invoice receipt, specifying the disputed hours and basis for the dispute. Disputed amounts will be placed on hold pending resolution. Undisputed amounts remain due and payable. VA.Team will investigate and respond within ten (10) business days. Failure to dispute within the dispute window constitutes acceptance of the invoiced hours.
For paid subscription plans, your subscription will automatically renew at the end of each Subscription Term for successive monthly periods at the then-current subscription rate unless you cancel before the renewal date. By subscribing (or, for Nonprofit/NGO Plan clients, by using VA services), you authorize VA.Team and our payment processor (Stripe) to charge your designated payment method for: (a) monthly subscription fees on your billing anniversary date (if applicable to your plan); (b) weekly VA hours based on submitted timesheets; and (c) any applicable taxes. You are responsible for keeping your payment information current.
All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, or duties imposed by taxing authorities on your use of the Services, excluding taxes based on VA.Team's net income. If VA.Team is required to collect or pay taxes on your behalf, such taxes will be invoiced to you.
VA.Team processes all payments for platform subscriptions and VA services through secure third-party payment processors. Client pays VA.Team for services rendered, and VA.Team compensates VAs as independent contractors in accordance with their agreements. All payment processing complies with applicable financial regulations and industry security standards (PCI DSS). Pricing for VA services is provided during the VA matching and engagement process. All rates include platform services, administrative support, quality assurance, and infrastructure costs.
Tax Reporting: VA.Team issues IRS Form 1099-NEC to VAs as required by law for compensation exceeding $600 annually. VAs are responsible for all tax obligations related to their income.
Filing a chargeback or payment dispute without first using the Timesheet Dispute Process constitutes a material breach of these Terms and may result in immediate suspension of services and termination of your account.
You may cancel your subscription at any time through your account settings or by contacting hello@va.team. Upon cancellation, you have two options:
Upon cancellation, VA work stops unless Client provides explicit written authorization for continued work. You will be billed for all VA hours worked up to the cancellation effective date, including partial Work Billing Periods. Final invoices will be issued within five (5) business days of the cancellation effective date.
Plan upgrades take effect immediately, and you will be charged a prorated amount for the remainder of your current Subscription Term. Plan downgrades take effect at the start of your next Subscription Term; no refund or credit will be issued for the difference.
Nonprofit/NGO Plan clients may cancel at any time. Since no subscription fee is charged, cancellation simply ends Platform access and VA work (unless otherwise authorized). Any outstanding VA hours worked remain due and payable.
VA.Team has implemented a structured intellectual property assignment framework aligned with the VA Independent Contractor Agreement. The IP assignment chain operates as follows:
VA Assignment to VA.Team: Each VA who performs work through the Platform has agreed, as part of their independent contractor agreement with VA.Team, that all Work Product created during Client engagements is initially assigned to VA.Team. This assignment is necessary to facilitate VA.Team's role as platform operator and intermediary between VAs and Clients.
VA.Team Assignment to Client: Upon full payment by Client for the work performed, VA.Team assigns all right, title, and interest in the Work Product to Client. This assignment is conditioned on payment and ensures that Clients receive complete ownership of deliverables upon satisfying their financial obligations.
VA.Team Retains Background IP: VA.Team retains all ownership rights in its Background IP, which includes the VA.Team Platform, Nabu AI, proprietary methodologies, processes, tools, systems, and other intellectual property developed or used by VA.Team independent of any specific Client engagement. Background IP shall not be transferred to Client and remains the exclusive property of VA.Team.
Work Product means all deliverables, documents, materials, code, content, and intellectual property created by VAs specifically in the course of performing services for Client under a Client engagement. Upon receipt of payment from Client in full, Client shall own all Work Product without further obligation or restriction, to the extent permitted by applicable law. Work Product assignment shall be considered a "work made for hire" where applicable under copyright law; to the extent Work Product does not qualify as work made for hire, VAs hereby assign all right, title, and interest in such Work Product to Client.
Client acknowledges that ownership of Work Product is conditioned on full payment of fees. If Client fails to pay for services rendered, VA.Team retains all rights in the Work Product until payment is received in full.
To ensure clear ownership documentation and avoid any disputes, VA.Team strongly recommends that Clients execute a written intellectual property assignment agreement directly with their assigned VAs (or through VA.Team as intermediary) that explicitly specifies: (a) that all Work Product shall be considered "work made for hire" where applicable under law; and (b) to the extent Work Product does not qualify as work made for hire, VA hereby assigns all right, title, and interest in such Work Product to Client. Such written agreements provide additional legal certainty and are consistent with best practices in contractor relationships.
VA.Team shall not be liable for any intellectual property disputes arising between Clients and VAs regarding ownership or rights in Work Product, except to the extent such disputes arise from VA.Team's material breach of this Section 9. Clients agree to indemnify VA.Team for any such disputes that arise from factors other than VA.Team's failure to effectuate the assignment chain described herein.
Client grants VA.Team a limited, non-exclusive, royalty-free license to host, store, process, transmit, and display Client Data solely as necessary to provide the Services. This license terminates upon termination of your account, subject to retention requirements described in these Terms and our Privacy Policy. Client retains all ownership rights in Client Data.
The VA.Team Platform, Nabu AI, website, branding, software, algorithms, methodologies, and all related intellectual property remain the exclusive property of VA.Team LLC and are protected as Background IP. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for accessing our Services during your active subscription. You may not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, disassemble, or decompile any part of the Platform; (c) sublicense, sell, or transfer your access rights; or (d) use the Platform to build a competing product or service.
If Client wishes to engage in a Direct Engagement with an Introduced VA, Client must pay VA.Team a placement fee calculated as follows:
| Timeframe | Fee |
|---|---|
| Months 1-6 | 100% of the placement fee, calculated as three (3) times the average monthly billing for that VA over the preceding three (3) months (or actual billing period if shorter), plus a $2,500 administrative fee. |
| Months 7-12 | 50% of the placement fee calculated above. |
This fee reflects VA.Team's substantial actual costs including: (a) VA recruitment and sourcing costs (estimated $2,000-$5,000 per VA); (b) comprehensive background screening and verification; (c) skills assessment and evaluation; (d) training and onboarding; (e) ongoing platform allocation and support infrastructure; (f) lost subscription revenue over the 12-month restriction period; and (g) administrative overhead for VA management and client matching. These costs are incurred upfront and cannot be recovered if the Client directly engages the VA, making this fee a reasonable pre-estimate of actual anticipated losses rather than a penalty.
The parties agree that this placement fee represents a reasonable estimate of VA.Team's damages from Direct Engagement, including but not limited to: recruiting costs, screening and vetting costs, training costs, performance monitoring investment, lost platform revenue, and administrative overhead. This fee is not a penalty but reflects actual anticipated harm that would be difficult to calculate precisely.
The restrictions in this Section 10 do not apply if: (a) Client can demonstrate a documented pre-existing relationship with the VA prior to introduction through VA.Team; (b) the VA independently applies to a publicly posted job opening without solicitation by Client; or (c) VA.Team provides prior written consent to the Direct Engagement.
The parties acknowledge that California Business and Professions Code Section 16600 and related California law may limit the enforceability of certain restrictive covenants. For Clients domiciled in California or for VAs located in California, the provisions of this Section 10 shall be interpreted and enforced to the maximum extent permitted under California law. If any provision of this Section 10 is held unenforceable under California law, the remaining provisions shall continue in full force and effect, and the placement fee provisions shall remain enforceable as liquidated damages for the value of VA.Team's introduction, placement, and performance monitoring services.
All VAs working through VA.Team have signed Non-Disclosure Agreements prohibiting them from conducting business with Clients outside the VA.Team Platform. VAs are contractually obligated to report any direct solicitation attempts to VA.Team.
VA.Team reserves the right to verify compliance with this Section 10. Client agrees to respond to reasonable inquiries regarding any engagement of former Introduced VAs.
Client acknowledges that a breach of this Section 10 would cause irreparable harm to VA.Team for which monetary damages would be inadequate. Accordingly, VA.Team shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity, without the requirement of posting bond.
You agree not to upload, transmit, or otherwise make available through the Platform any content that:
You agree not to:
VA.Team reserves the right to access Client Data only as necessary for: (a) providing the Services and technical support requested by Client; (b) ensuring Platform security and preventing fraud or abuse; (c) complying with legal obligations or valid legal process; (d) investigating violations of these Terms; (e) monitoring VA performance for quality assurance; or (f) with Client's consent. Access is limited to authorized personnel with role-based access controls, and all access is logged for audit purposes. VA.Team personnel with access to Client Data are bound by confidentiality obligations.
VA.Team reserves the right to: (a) remove any content that violates these Terms without prior notice; (b) suspend or terminate accounts that violate content policies or engage in prohibited conduct; and (c) report illegal content to appropriate authorities.
If you believe content on the Platform infringes your intellectual property rights, please submit a notice to our designated agent at hello@va.team containing: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material; (c) your contact information; (d) a statement of good faith belief that the use is unauthorized; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the rights owner; and (f) your physical or electronic signature.
You are solely responsible for all content you upload to the Platform. You represent and warrant that you own or have all necessary rights, licenses, and permissions to upload such content and grant the licenses in these Terms. You agree to indemnify, defend, and hold harmless VA.Team, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your uploaded content; (b) your violation of these Terms or any applicable law; (c) your violation of any third-party rights; (d) your use of the Services; or (e) your upload, transmission, or processing of Regulated Data in violation of Section 6.
Nabu AI outputs do not constitute and should not be relied upon as legal, medical, financial, tax, accounting, investment, or other professional advice. Always consult qualified professionals for matters requiring professional judgment. VA.Team expressly disclaims all liability for decisions made or actions taken based on AI-generated content.
Users are solely responsible for: (a) verifying the accuracy of all AI outputs before relying on them; (b) exercising independent judgment when using AI-generated content; (c) ensuring AI outputs are appropriate for their intended use; and (d) any consequences arising from use of AI-generated content.
Content and files processed by Nabu AI are not used for training or improving AI models. Your data remains confidential and is used solely to provide services to you, subject to our Privacy Policy.
VA.Team conducts screening for VAs which may include: (a) identity verification through government-issued identification; (b) OFAC (Office of Foreign Assets Control) sanctions screening; (c) educational credential verification when applicable; (d) reference checks with previous employers or clients; and (e) skills assessment and portfolio review. Screening scope and depth may vary by role, jurisdiction, and VA location.
VA.Team monitors VA performance on an ongoing basis for quality assurance purposes. This monitoring may include: (a) review of work output quality; (b) client feedback and satisfaction tracking; (c) timesheet accuracy verification; (d) communication responsiveness; and (e) adherence to VA.Team policies and standards. Performance monitoring helps ensure consistent service quality but does not guarantee any specific level of VA performance or create an employment relationship. Importantly, VA.Team's performance monitoring does not include day-to-day supervision, real-time work method control, or setting work schedules. These matters remain entirely under VA discretion, subject to Client direction regarding deliverables and availability windows.
Each VA retains full control over their work methods, tools, and schedules, subject only to: (a) Client requirements regarding deliverables and output specifications; (b) Client-specified availability windows; (c) Platform policy compliance; and (d) applicable legal requirements. VAs are responsible for determining how to accomplish assigned tasks, what equipment and software to use, and how to structure their work. This independence is fundamental to the VA's status as an independent contractor and is protected by these Terms and VA.Team's Independent Contractor Agreement with each VA. VA.Team does not direct VAs on how to perform specific work tasks or maintain real-time supervision of work methods.
Client agrees that it has not relied on any representations, warranties, or statements made by VA.Team regarding VA qualifications, vetting, performance monitoring, or suitability other than those expressly set forth in these Terms. Any marketing materials, website content, or other communications are for informational purposes only and do not expand or modify the disclaimers and limitations in this Section 13.
Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care); (b) use Confidential Information only for purposes of performing under these Terms; and (c) not disclose Confidential Information to third parties except as permitted herein.
Confidential Information may be disclosed: (a) to employees, contractors, and agents who need to know and are bound by confidentiality obligations; (b) to VAs as necessary to perform services for Client; (c) as required by law, regulation, or legal process (with reasonable advance notice to the disclosing party where permitted); or (d) with the prior written consent of the disclosing party.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without breach of confidentiality obligations; or (d) is independently developed without use of the disclosing party's Confidential Information.
All VAs are bound by confidentiality agreements with VA.Team. VAs receive access only to Client information necessary to perform assigned tasks. Access is revoked immediately upon reassignment or termination of the VA relationship.
Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, protect, and share your data. For enterprise clients requiring a Data Processing Agreement (DPA), please contact hello@va.team.
VA.Team implements industry-standard administrative, technical, and physical security measures designed to protect Client Data, including: encryption in transit and at rest, access controls, security monitoring, and regular security assessments.
In the event of a security incident affecting Client Data, VA.Team will: (a) investigate the incident promptly; (b) take reasonable steps to mitigate harm; (c) notify affected Clients without unreasonable delay (and in any event within 72 hours where required by law); and (d) cooperate with Client's reasonable requests for information about the incident.
Client is responsible for: (a) maintaining the security of account credentials; (b) promptly notifying VA.Team of any suspected unauthorized access; (c) ensuring Client systems that connect to the Platform maintain reasonable security controls; and (d) managing access permissions for Client's users.
VA.Team maintains commercially reasonable insurance coverage, including: (a) Commercial General Liability insurance; (b) Cyber Liability / Technology Errors & Omissions insurance covering data breaches, network security incidents, and technology-related professional liability; and (c) Workers' Compensation insurance where required by law. Certificate of insurance information is available to Enterprise clients upon request at hello@va.team. Insurance coverage does not expand VA.Team's liability beyond the limitations set forth in Section 19.
For standard subscription plans (including Nonprofit/NGO Plan), VA.Team does not guarantee any specific level of Platform availability, uptime, or performance. The Platform is provided on an "as available" basis. We will use commercially reasonable efforts to maintain Platform availability but shall not be liable for any interruptions, delays, or downtime.
Enterprise clients may negotiate Service Level Agreements with defined uptime commitments and service credits. Enterprise SLA terms are set forth in separate agreements and supersede this Section 17.1.
VA.Team may perform scheduled maintenance that temporarily affects Platform availability. We will provide reasonable advance notice of scheduled maintenance when practicable.
Support is available via email at hello@va.team during business hours (Monday-Friday, 9am-6pm Arizona time, excluding U.S. federal holidays). Enterprise clients may have access to enhanced support options as defined in their agreements.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VA.TEAM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF VA.TEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this Section 19 shall not apply to: (a) death or personal injury caused by a party's negligence; (b) fraud or fraudulent misrepresentation; (c) your payment obligations under these Terms; (d) your indemnification obligations under Sections 6.4 and 11.6; (e) breach of Section 10 (Non-Circumvention); or (f) any liability that cannot be excluded or limited under applicable law.
The limitations of liability in this Section 19 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The fees charged by VA.Team reflect this allocation of risk and these limitations.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, government actions, orders or regulations, war, terrorism, riots, civil unrest, cyberattacks, distributed denial-of-service attacks, internet or telecommunications failures, power outages, labor disputes, or failure of third-party service providers (each, a "Force Majeure Event").
The party invoking force majeure must: (a) provide prompt written notice to the other party describing the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as the Force Majeure Event ends.
Performance obligations shall be suspended during such events without penalty. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice.
Client may terminate these Terms at any time by cancelling the subscription as provided in Section 8.
VA.Team may suspend or terminate your account and access to Services: (a) immediately upon written notice if you breach any material provision of these Terms; (b) immediately if you fail to pay any amounts due; (c) upon thirty (30) days' written notice for convenience; or (d) immediately if required by law or if we reasonably believe your actions may expose VA.Team to legal liability.
Upon termination: (a) your right to access and use the Platform terminates immediately; (b) you remain liable for all fees and charges incurred prior to termination; (c) VA.Team will make your Client Data available for download for thirty (30) days following termination, after which it may be deleted; and (d) provisions that by their nature should survive termination shall survive, including Sections 2, 4, 6, 9, 10, 11.6, 12, 14, 18, 19, 20, 22, 23, 24, and 25.
The following provisions shall survive termination or expiration of these Terms: Definitions, Independent Contractor Relationship, Regulated Data Exclusion, Intellectual Property, Non-Circumvention, Indemnification, AI Disclaimers, Confidentiality, Warranty Disclaimers, Limitation of Liability, Force Majeure, Governing Law and Dispute Resolution, and General Provisions.
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally. The complaining party shall send a written notice describing the dispute and proposed resolution to the other party at hello@va.team. The parties shall negotiate in good faith for thirty (30) days following receipt of such notice. If the dispute is not resolved within this period, either party may proceed with formal dispute resolution.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes. The arbitration shall be conducted in Scottsdale, Arizona. For Clients located more than 100 miles from Scottsdale, arbitration may be conducted via videoconference upon Client's request, or at a location mutually agreed by the parties. If the parties cannot agree on an alternative location, the arbitration shall proceed via videoconference. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the above, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits.
VA.Team will pay all AAA filing, administration, and arbitrator fees for claims under $10,000 (unless the arbitrator finds the claim frivolous). For claims over $10,000, if AAA filing, administration, or arbitrator fees would exceed the filing fees required to bring the same claim in court, VA.Team will pay the difference. This ensures arbitration remains cost-accessible and not prohibitively expensive compared to litigation. Each party shall bear its own attorneys' fees unless the arbitrator awards fees to the prevailing party.
You may opt out of the arbitration and class action waiver provisions by sending written notice to hello@va.team within thirty (30) days of first accepting these Terms. The notice must include your name, account email, and a clear statement that you wish to opt out. If you opt out, you and VA.Team may resolve disputes in court (subject to the governing law and venue provisions below).
The arbitrator shall have exclusive authority to resolve all disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including whether a claim is subject to arbitration.
If the class action waiver in Section 22.3 is found unenforceable as to a particular claim, then the entirety of this Section 22 shall be null and void as to that claim only, and the parties agree to litigate that claim in court. All other claims shall remain subject to arbitration. If any other provision of this Section 22 is found unenforceable, the remaining provisions shall continue in effect.
These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. For any disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.
These Terms, together with the Privacy Policy, any applicable DPA, SLA, and other documents incorporated by reference, constitute the entire agreement between you and VA.Team regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter. In the event of any conflict, the order of precedence shall be: (1) any executed addenda or amendments; (2) applicable DPA or SLA; (3) these Terms; (4) Privacy Policy. No terms or conditions stated in a Client purchase order or other Client ordering document shall be incorporated into or form any part of these Terms, and all such terms or conditions are expressly rejected.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
No failure or delay by either party in exercising any right, power, or remedy shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof. Any waiver must be in writing and signed by the waiving party.
You may not assign or transfer these Terms or any rights or obligations hereunder without VA.Team's prior written consent. VA.Team may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
All notices under these Terms shall be in writing. VA.Team may provide notices to the email address associated with your account. You may provide notices to VA.Team at hello@va.team or by mail to the address in Section 25. Notices are deemed received: (a) if by email, upon confirmed delivery or, if sent during non-business hours, on the next business day; (b) if by mail, five (5) business days after deposit.
The relationship between VA.Team and Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.
These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
VA.Team reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes by posting the updated Terms on our website, updating the "Last Updated" date, and sending notice to your account email. Your continued use of the Services after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and cancel your subscription before the effective date.
For questions about these Terms, please contact us:
BY USING VA.TEAM SERVICES, CREATING AN ACCOUNT, OR CLICKING "I AGREE," YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
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