Home care that feels like family—because it takes a village.

Cooperative Endeavor Agreement (CEA)

 

Between Perxuade, LLC dba Village Care and Client

This Cooperative Endeavor Agreement (“Agreement”) is made and entered into electronically by and between:

  • Perxuade, LLC, a Nevada limited liability company doing business as Village Care, with principal offices at 2571 Tower Dr, Monroe, LA 71201 (“Village Care” or “Company”); and
  • Client, an individual or business entity subscribing to Village Care’s services (“Client”).

Together, the “Parties.”

Recitals

WHEREAS, Article VII, Section 14(C) of the Louisiana Constitution permits cooperative endeavors between public or private entities for a valid public purpose;

WHEREAS, Village Care provides online marketing, visibility, and business consulting services to caregivers, agencies, and health service providers;

WHEREAS, Client desires to subscribe to Village Care’s membership services to access marketing support, consulting, and related resources;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. Purpose

The purpose of this Agreement is to establish a cooperative endeavor between Village Care and Client for the provision of marketing, website/microsite development, design, and business consulting services, supporting Client’s visibility, growth, and operational efficiency.

 

 

2. Scope of Services by Plan

Village Care offers services in tiered subscription plans (Starter, Growth, Pro, Enterprise). Client shall only receive the services included in the plan selected at enrollment. Plan details are incorporated herein and updated at https://yourvillagecare.com/pricing-plans.

Starter Plan – $1,500/month

  • Inbound Marketing
  • Workforce Development Tools
  • Lead Generation (Customers, Staff, Support Resources)
  • Included in Village Search Results
  • Shared Technology & Tools
  • Referral Network Access

Growth Plan – $2,500/month

Includes all Starter features, plus:

  • Co-Branded Marketing Materials
  • Quality & Reputation Management
  • Discounted Individual Marketing & Advertising Solution

Pro Plan – $3,500/month

Includes all Growth features, plus:

  • Microsite & Branding Support
  • Branded Marketing Materials (Co-op & Individual)
  • Group Discounts (Supplies, Benefits)

Enterprise Plan – $5,000/month

Includes all Pro features, plus:

  • Website Development & Maintenance
  • Social Media Support
  • Business Coaching & Mentorship
  • Priority Placement in Referral System
  • Dedicated Account Support

 

3. Client Responsibilities

Client agrees to:

  • Provide accurate and updated business/service information for directory and marketing use.
  • Ensure compliance with all laws governing Client’s business and care services.
  • Pay subscription fees on time through PayPal or other approved processors.
  • Limit use of Village Care materials to authorized purposes under the selected plan.

4. Fees & Payment

  • Subscription fees are based on the plan selected and billed in advance via PayPal.
  • Fees are non-refundable except where required by law.
  • Services commence upon confirmation of payment.
  • Transaction fees (e.g., PayPal fees) are absorbed by Village Care.

5. Ownership of Deliverables

  • Websites, microsites, branding kits, and designs created by Village Care remain the sole property of Village Care, protected under S. Copyright Law (17 U.S.C. §101 et seq.) and the Lanham Act (15 U.S.C. §1051 et seq.), until ownership is transferred under the terms of this Agreement.
  •  If Client terminates prior to 12 consecutive months of active subscription, all deliverables remain the property of Village Care, and Client forfeits any right to continue using them.
  •  Upon completion of 12 consecutive months of subscription, ownership rights automatically transfer to Client, provided all fees are paid in full.
  •  Village Care retains the right to display deliverables for portfolio and promotional purposes.

 

 

6. Term & Termination

  •  This Agreement is effective month-to-month (or annually, if selected) beginning upon payment.
  •  Either Party may terminate with 30 days’ written notice (email acceptable).
  •  Village Care may terminate immediately for non-payment, breach, misuse, or unlawful activity.
  •  Termination before 12 months triggers the ownership restrictions in Section 5.
  • Public Purpose Acknowledgment

7. Public Purpose Acknowledgment

The Parties affirm this Agreement serves a valid public purpose by:

  • Expanding access to quality care through enhanced provider visibility;
  • Supporting small care businesses in sustaining operations;
  • Helping families identify and trust qualified care providers.

8. Compliance with Law

Village Care provides marketing and consulting services only. Client remains solely responsible for compliance with healthcare licensing, certification, and regulatory obligations in all jurisdictions.

9. Indemnification

Client shall indemnify, defend, and hold harmless Village Care (Perxuade, LLC), its officers, employees, and agents against any claims, damages, or liabilities arising out of:

  • Client’s services, operations, or representations;
  • Client’s noncompliance with healthcare or business regulations;
  • Client’s use or misuse of deliverables;
  • Third-party claims arising from Client’s actions.

10. Limitation of Liability

Village Care’s liability shall not exceed the amount of subscription fees paid by Client in the 90 days preceding any claim. Village Care shall not be liable for indirect, incidental, special, or consequential damages.

 

11. Governing Law, Arbitration & Jurisdiction

This Agreement is executed pursuant to La. Const. Art. VII, §14(C).

For Clients domiciled in Louisiana, this Agreement shall be governed by and construed in accordance with Louisiana law.

For Clients outside Louisiana, this Agreement shall also be enforceable under the Federal Arbitration Act (9 U.S.C. §§ 1–16) and general U.S. contract law.

The Parties agree that:

  • Any dispute shall first be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
  • The seat of arbitration shall be Baton Rouge, Louisiana, unless mutually agreed otherwise.
  • If judicial enforcement is required, venue shall lie exclusively in the Civil District Courts of the Parish of Ouachita, Louisiana, and the S. District Court for the Western District of Louisiana.

12. Entire Agreement

This Agreement, including the incorporated subscription plan details, constitutes the entire understanding between the Parties and supersedes all prior discussions. Village Care may update services and features, provided notice is given to Client.

13. Electronic Execution

By completing subscription payment online, Client acknowledges and agrees to this Agreement, including all terms regarding ownership, indemnification, and dispute resolution.