USER PROVIDER AGREEMENT
This Master Services Agreement (the “Agreement”) shall govern the provision of services to the undersigned client (the “Client”) by [MMKP FAT FREEZING INFO LLC] (“Agency”). Additional terms, such as the services and deliverables to be provided hereunder. In the event of any conflict between the terms of this Agreement, the terms of the Agreement shall control.
1. DESCRIPTION OF SERVICES. MMKP Fat Freezing Info LLC (agency) is the parent company of the website and agency that provides a platform for “client” to post their listings on www.fatfreezinginfo.com website and forum for visibility and engagement with potential customers. By signing this contract, it is understood that there is no guarantee that signing up and paying for a membership plan will provide you with leads, an increase in sales, or leads that will ultimately use your products or services. Beginning on the date of signature listed below, Agency will provide access and membership to the Client, for a fee associated with membership and listing services. Monthly amount will be dependent on signup and membership plan and extra services and incentives selected. (collectively, the “Services”):
2. ADDITIONAL SERVICES, PROJECT CHANGES. Any services outside the scope of this agreement or changes to previously approved work requested by the Client shall be the subject of an additional contract, or amendment, to be approved in writing/email submission by both parties. Each such additional SOW or Change of Scope is separate from this initial signup contract.
3. Payments. The monthly membership fee shall be payable in monthly installments dependent on membership level chosen. With signature, the client agrees to make monthly payments unless membership is cancelled. The signature of this agreement constitutes the date membership commenced. Monthly payments will be credited to your account on the same day of each month beginning on the date of signup. Payments will be made using TransferWise, PayPal or Stripe. Payments will be taken out monthly unless client cancels membership. Cancellation can be executed via website or by contacting us with your desire to cancel your membership. Allow up to 5 days for cancellation.
4. Non-Payment. Non-payment will result in a termination downgrade of membership. Once a payment has been applied for and to the scheduled month, no refund will be made if client decides to terminate their membership. Clients are subject to potential chargeback fees if payments are attempted unsuccessfully. Payment of such late charge shall, under no circumstances, be construed to cure any default arising from or relating to such non-payment.
5. POTENTIAL EXPENSES. Client will be notified in advance for pre-approval of any additional expenses. At Agency’s discretion, Client shall either pay such fees directly to the third-party vendor or reimburse Agency therefore upon presentation of applicable invoices. Agency shall maintain records of expenses. Where applicable, Agency will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.
6. Time of Payment and Late-Payment Charges. For the avoidance of doubt, fees or commissions payable to Agency for media planning and buying services are in addition to, and not inclusive of, Agency’s fees for other services which may be listed, such as design, branding, hosting, and content distribution and syndication. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Agency, subject to Client approval. Each invoice hereunder is due and payable within 10 days after its invoice date. All rights of the Client herein are conditioned on Agency’s receipt of full payment. In addition, Agency may suspend performance of services and withhold delivery of materials until payment in full of all amounts due are received. Agency shall not be liable for any damages, losses or liabilities that may arise out of Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
7. Client Representative. In order to avoid miscommunication, the Client shall appoint, protect or restrict their login and signup/website access to a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Agency (the “Client Representative”). The Client Representative shall be responsible for coordination and review of the Agency’s services and notifying Agency of Client instructions, change in membership, miscellaneous concerns and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client.
8. Suppliers. The Agency shall act as principal in all such contracts, but all rights and liabilities as between the Client and the Agency shall correspond to those between the Agency and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation. The Agency shall use reasonable efforts to procure best commercial terms for the Client, and on the Client’s written request the Agency shall supply the Client with the relevant terms and conditions.
9. Legal Clearances and Indemnification. The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Agency and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any listing, breach, misrepresentation or other act or omission of the Client.
10. Liability of Agency. www.fatfreezinginfo.com website is a medium/forum used to promote and advertise business services. There is no guarantee of sales or increased sales from advertising with www.fatfreezinginfo.com and third-party services performed on behalf of client by MMKP FAT FREEZING LLC. Agency shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Agency or by Client. Agency shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder. Contact between potential leads and customers between client. Communication between clients and potential leads outside of forum and website lead generation, MMKP FAT FREEZING LLC is free from liability and responsibility if negative implications arise. Services and procedures offered to potential clients are at the liability and responsibility, of each client. MMKP FAT FREEZING LLC is not responsible for any harmful, criminal or inaccurate information or services that may be provided by client to potential customers and leads on the website and communications outside of the website.
11. Confidential Information; Non-Solicitation. Confidential information is that which relates to the Client’s or Agency’s research, development, trade secrets or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship without written consent under this Agreement during the term of the Agreement and for two years thereafter.
12. Rights, Ownership and Usage. Subject to Agency’s receiving full payment under this Agreement, Agency assigns to the Client, without representation or warranty, all rights, title and interest Agency may have in any work specifically created by Agency for the Client pursuant to this Agreement, except that: (a) Agency may use and distribute such work as part of its portfolio for promotional purposes;(b) Agency shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product; (c) Agency shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, game engines or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”).Unless the parties agree otherwise in a written and signed Statement of Work, Agency shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Agency’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Agency in its sole discretion; and (d) Subject to the services provided hereunder, Agency shall retain all rights to any illustrations and other proprietary artwork, if any, listed in any SOW (each item, a “Design”), provided that Agency shall not, without Client’s prior written consent, use, license, sell or otherwise authorize the use of any Design for use in connection with the marketing or promotion of any consumer product, in any format or medium, electronic or otherwise. Exceptions must be in writing and signed by both agency and client.
13. Term and Termination. Either party may terminate this membership agreement for any reason at any time. At Agency’s election, Client’s delay of payment or membership responsibilities under this Agreement for a cumulative period of more than 45 days after final payment without Agency’s fault or consent shall be considered a termination of this Agreement by client. Non-payment will terminate membership access. After 10 days of non-payment if payment is declined or not credited for any reason to clients account for due month, membership will be terminated or downgraded. Agency is not liable or responsible for inappropriate language, negative consequences, negative effects of posted comments or reviews on clients business, or negative behavior displayed by clients and website/forum users on listings and forum messages or posts. Language deemed inappropriate can be grounds for termination of membership. If Client desires to terminate this Agreement due to Agency’s fault, Client shall give Agency written notice detailing the nature of Agency’s fault and possible remedies, whereupon Agency shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Agency’s fault’ as described above. Cancellation can be executed via website or by contacting us with your desire to cancel your membership. Allow up to 5 days for cancellation.
14. Forum Disclaimer and Liability
Client/User’s posts are their personal opinions do not represent the views of MMKP Fat Freezing and FatFreezinginfo.com. Fatfreezinginfo.com is not responsible for the content of forum posts, and does not certify any information on the forums as correct, worthy or accurate. You should treat any advice received under these considerations.
All posts and other communications through the fatfreezinginfo.com forums, including private communications, are the property of fatfreezinginfo.com. We reserve the right to remove your content, including all posts and topics created, at our discretion. Our public forums are crawled by search engines, and so forum posts and topics may appear in search results for search engines such as Google, Bing, Yahoo and others. Fatfreezinginfo.com does not accept responsibility for search engine results that may include public forum posts. Private forums are not crawled, as so will not appear in search results.
Your email address is not visible to other forum users. If you disclose any contact details through the forums you do so at your own risk. www.Fatfreezinginfo.com does not accept any responsibility for the consequences of such disclosure.
www.Fatfreezinginfo.com team members can view your email address. This will be kept private, except if we are requested to provide this information by a duly authorized person or organization with the legal right to make such a request.
As the User/Client, you accept sole liability for any content you post to the forums. You agree to indemnify Fatfreezinginfo.com and its team members against and costs, claims, damages, liability, legal fees, loss and other expenses we may incur resulting from your post(s) or other communications using the www.fatfreezinginfo.com website. We expressly exclude any liability for damages or loss resulting from a breach of the Forum Rules. We retain the right to remove or block access to any material which we believe is in breach of the Forum Rules, at our sole discretion.
15. Governing Law; Jurisdiction. This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware, United States of America, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Delaware, for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.
16. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
17. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law. This contract is in accordance with Delaware State law.
18. CONFIDENTIALITY. Agency and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Agency, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Developer and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Upon termination of this Contract, passwords shared between the client and agency and vice versa if any, shall remain confidential between the parties listed in this contract.
19. COLLECTION COSTS. If any payment obligation under this contract is not paid when due, the client promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.
20. NOTICE. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by courier or similar receipted delivery, by email delivery or, if mailed, postage prepaid, by certified mail, return receipt requested.
21. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
22. SEVERABILITY. If any provision of this Contract 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 Contract 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.
23. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Delaware, United State of America.
24. AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and signed by both parties.
25. ENTIRE CONTRACT. This Contract contains the entire agreement of the parties regarding the subject matter of this Contract, and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.