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 GOOROO Virtual Assist.

PAYMENT OF SERVICES:  Client will pay compensation to GOOROO Virtual Assist for the services based. Monthly packages will be paid prior to services rendered. Compensation for special projects shall be payable upon receipt of invoice.  The client has 10 days to pay the balance then after they will be charged 1.5% daily.  The Client shall be in "default" under this agreement if client fails to pay or payment is returned uncredited any sum when due pursuant to this Agreement.


RELATIONSHIP OF PARTIES: It is understood by the parties that GOOROO Virtual Assist is an independent contractor with respect client and not an employee of client will not provide fringe benefits of GOOROO Virtual Assist.  


SCHEDULE AND DAYS OFF: GOOROO Virtual Assist is generally available to provide services during normal business hours. Monday – Friday 8am – 5:00 pm PST, excluding national holidays.  Client will be notified of vacations or time off minimum of 2 weeks in advance.



CLIENT RESPONSIBILITIES:  Deliverables to complete work must be provided within agreed time frame to complete. Illegible or poor quality source materials, provided to GOOROO Virtual Assist, are subject to an additional fee, paid to GOOROO Virtual Assist, based on quality of materials. Final proof reading is the responsibility of Client. Client shall proof all materials prior to acceptance of the delivered work. All errors must be reported within twenty-four (24) hours of delivery, or work will be considered accepted. All errors reported within twenty-four (24) hours will be corrected at no additional charges. Additional fees may apply if reported after twenty-four (24) hours.


REFUNDS/RETAINERS:  Deposits are non-refundable. Retainer hours expire after 30 days and are non-refundable.


TERM/TERMINATION: Either party may terminate this agreement upon 14 days written notice via facsimile, email, or certified registered mail to the other party. 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.


DISSOLUTION/BANKRUPTCY: This agreement shall terminate automatically without notice to Client if a petition in Bankruptcy Court is filed by or against Client, or if Client shall have made an assignment for the benefit of creditors, shall have been voluntarily or involuntarily adjudicated bankrupt by any Court of competent jurisdiction, or if a petition is filed for reorganization of Client, shall a receiver shall have been appointed for all or a substantial part of Client's business or if Client shall have permitted of suffered any attachment, levy of execution to be made of levied against all or a substantial part of the property of Client, or if Client is dissolved, or if Client fails to remit GOOROO Virtual Assist charges due under this Agreement, or in the event that GOOROO Virtual Assist shall deem itself insecure, or upon the nonpayment for taxes on property, or premiums on any insurance required hereunder, or upon any other default of warranty, or information of the undersigned pertaining to this misleading, then, and in such events, the Agreement shall terminate automatically without notice to Client. In the event the Agreement shall terminate as provided in this paragraph, GOOROO Virtual Assist shall be entitled to collect from Client or its successor all charges due and unpaid hereunder to and including the date of such termination. If after termination of this Agreement GOOROO Virtual Assist is or becomes legally obligated to repay to any Account Debtor or such Accounts Debtor's legal representatives, successors or assigns any sum of money paid by such Account Debtor to GOOROO Virtual Assist prior to such termination in respect to an Ineligible Account, then notwithstanding termination of this Agreement Client shall immediately upon demand reimburse GOOROO Virtual Assist for the full amount of such repayment by GOOROO Virtual Assist as well as for all costs and expenses (including attorneys' fees) reasonably incurred by GOOROO Virtual Assist in connection with such repayment.



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.


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.


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.


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.


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.


ENTIRE AGREEMENT:  This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.