The LDS Matchmaker, LLC Service Agreement
WHEREAS, Company (The LDS Matchmaker, LLC) is in the business of providing services to individuals to facilitate the Client meeting other people for the purpose of entering into a long-term relationship.
WHEREAS, Client desires to engage and receive services offered by the Company.
THEREFORE, Matchmaker desires to provide services to Client all pursuant to the rates, limitations, terms and conditions of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all parties hereto, the parties agree as follows:
Section 1. Definitions
1.1 “Fee” means monies paid by Client to Company in anticipation of Services being provided for the Term to Client by Company and is specified in current Schedule. Fees are inclusive of any state or local sales tax for the State of Utah.
1.2 “Order Form” means order form or forms for Services, incorporated into this Agreement as a Schedule and completed and signed by Client and Company, and which is acceptable to both parties as set forth in this Agreement.
1.3 “Services” means information, tangible goods, advice, Introductions, informational content, etc., specifically named in Schedule 1, which may be updated by mutual signed consent of the Parties from time to time.
1.4 “Term” means 3 months.
Section 2. Services
2.1 General. The Company shall provide Services to Client in exchange for the Fee for the period of the Term.
Section 3. Fees and Renewals.
i. Initial Fees are due on Effective Date. Company will not be obligated to perform Services until Fees are received and processed.
a. 3.2 “Term” is three (3) months.
3.3 Application of Fee. The Fee paid by the Client shall only be applicable to pay for the Services, and under no circumstance will the Fee cover any expenses that the Client may encounter during the course of Services. This includes any costs for services with any third party vendors, costs of any activities participated in by Client on dates, including but not limited to admission costs, costs for food/beverages, costs for personal hygiene, clothes and any other associated cost for any dates.
Section 4. Termination
4.1 Termination by Company. Company may terminate the Agreement as follows:
a. immediately with no refund available to Client if the Client breaches any of the terms and conditions set forth in Agreement, including obligations in Section 3.1 (Fees);
b. at any time for convenience upon providing Client seven (7) days advance written notice after services paid for have been rendered or refund policy is enacted.
4.2 Termination by Client. Client may terminate the Agreement immediately at any time for convenience. Client will not have a right to any refund upon termination.
a. Refunds. the Fees are non-refundable, however, the Company will make reasonable attempts to give any unused portion for the Client to use as a credit for other services provided by The LDS Matchmaker Employees or Contractors. Any unused portion provided as a credit will be calculated by deducting the used portion of the package or services at Ala Carte rates. Credit issued expires 3 months from the date of original payment unless otherwise agreed to be Company and Client.
Section 5. Representations and Warranties
5.1 Company Representations and Warranties. Company represents and warrants that:
a. there are no known legal barriers to Company’s ability to provide Services to Client upon Effective Date;
b. all Services will be performed in a good and workmanlike manner;
c. has authority to enter into this Agreement; and
d. it will comply with all applicable laws in performance of the Services.
5.2 Client Representations and Warranties. Client represents and warrants that Client:
a. has authority and capacity to enter into this Agreement;
b. is at least eighteen (18) years of age;
c. has provided accurate information to Company in response to Companyr’s inquiries regarding the Client’s background and current marital status;
d. will allow Company to conduct reasonable investigations with respect to any background and status information provided by the Client;
e. will make himself/herself reasonably available to meet with the Company as required by Services purchased by the Client;
f. will cooperate fully with Company throughout the Term, such that the Client may receive the benefit of Company’s Services;
g. is not addicted to drugs, alcohol, prescriptions, or sex;
h. is not engaged in behaviors that are, or could be deemed as, verbally, physically, sexually, or emotionally abusive;
i. is solely responsible for his/her conduct and for the information he/she provides to Company;
j. shall conduct himself/herself at all times during any meetings with Company employees, outside vendors or contractors of Company or any individuals that Company provides Introductions to in a dignified and respectful manner.
k. shall treat any individual with whom an Introduction is arranged by Company with the utmost respect, including, without limitation, abiding by all applicable state and Federal laws, and all customary conduct expected of a lady or gentleman; and
l. will not use the Services in a manner inconsistent with any and all applicable state or Federal laws and regulations.
Section 6. Disclaimers
6.1 Company makes no representation or warranty, either implied or express, concerning Client’s experience or outcome with the Services.
6.2 Client acknowledges that Client shall not rely on any investigation by Company or other due diligence by Company into the background of any person to whom Company may wish to introduce to Client (“Introduction Candidate.”) Company specifically disclaims and does not represent, warrant or guarantee the accuracy of any statement made by or on behalf of any Introduction Candidate, nor shall the Company be liable for any inaccuracy in any description of an Introduction Candidate made by Company unless Company had actual knowledge of such inaccuracy.
6.3 Client releases Company, its employees, officers, members, managers, agents, vendors, representatives and independent contractors, from any and all claims, actions, causes of action, loss and liability resulting from any and all Introductions, regardless of the reasons therefore, including claims for personal injury.
6.4 Client understands that coaching and consulting provided by Company is for education, to help with goal setting, and to act as an accountability program, and that coaching and consulting are not mental health counseling nor treatment for mental health issues.
Section 7. Privacy and Confidentiality
7.1 Privacy and Confidentiality by Company. Company shall respect the Client’s right to privacy and will not share any private information from the Client to others who are not contracted with the Company unless it is essential to providing the Services. Without limiting the foregoing, Company may disclose confidential information when appropriate. Company shall take reasonable measures to protect the confidentiality of all information obtained in the course of providing the Services. Company will inform the Client, to the extent possible, about the disclosure of confidential information. Client affirmatively agrees that any information shared by Client with an Introduction Client is not controllable by Company, and dissemination from the Introduction Client to friends, family or other contacts of Introduction Client is to reasonably expected.
7.2 Privacy and Confidentiality by Client. Client agrees that all information furnished to him/her, to which Client has access during the performance of Services, or to which Client has access to under this Agreement, shall be kept confidential and shall remain the proprietary information and exclusive property of Company. Client understands that any information Client shares with friends, family, and acquaintances is not controllable by Company, and is reasonably expected to be disseminated.
Section 8. Indemnity
8.1 Indemnification by Client. Client shall defend, indemnify and hold harmless Company, its affiliates, employees, directors, officers, and agents from and against any and all expenses, costs, damages, losses, liabilities and judgments, including reasonable attorneys’ fees, arising from actions by Client that directly or indirectly implicate or affect Company, (i.e. if Company is sued because Client dated a married person during the performance of Services, or Client acted in a way that was abusive to another person while participating in Services).
8.2 Client shall hold harmless Company, its affiliates, employees, directors, officers, and agents in the event that Client experiences abuse, a loss of relationships, or any other negative experience while participating in the Services in perpetuity.
Section 9. Limitation of Liability
9.1 Limitation of Liability. In no event shall either party be liable for any indirect, incidental, special or consequential damages, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Company’s total liability for damages under the Agreement shall in no event exceed the amount of fees paid by the Client under the Agreement for the most recent one (1) month period. The provisions of the Agreement allocate the risk between Company and Client. The parties agree that Companyr’s pricing and other terms and conditions of the Agreement reflect the allocation of risk and the limitation of liability specified herein.
Section 10. Miscellaneous
10.1 Entire Agreement. This Agreement, together with all Schedules, (a) collectively constitute the entire agreement between the parties, and (b) supersede all prior and contemporaneous agreements, understandings, proposals and communications, oral or written, relating to the subject matter of this Agreement. Any other document or record prepared, issued or provided by or on behalf of Client relating to the subject matter of this Agreement is for administrative convenience only and will have no effect in supplementing, varying or superseding any provisions of this Agreement, regardless of any acknowledgement thereof by Company.
10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be construed or limited, and/or deemed replaced by a revised provision, to the extent (and only to the extent) necessary to render it valid, legal and enforceable and, as nearly as possible, to reflect and achieve the parties’ intentions in agreeing to the original provision. If it is not possible to so construe, limit or reform any such provision, then the invalid, illegal or unenforceable provision shall be severed from this Agreement. The remaining provisions of this Agreement shall be unaffected thereby and shall continue in full force and effect.
10.3 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah, United States of America. Both parties hereby consent to venue and jurisdiction in the federal or state courts of Utah.
10.4 Amendments; Waiver. Except as expressly provided above, this Agreement may not be amended, modified, superseded or cancelled, nor may any of the terms, covenants, representations, warranties, conditions or agreements herein be waived, except by a written instrument executed by the party against whom such amendment, modification, supersedure, cancellation or waiver is charged. No waiver by either of the parties of any condition, or of any breach of any term, covenant, representation, warranty, condition or agreement contained herein, shall be deemed to be or shall be construed to be a waiver or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty, condition or agreement hereof.
10.5 No Third Party Beneficiary. No third party is intended to be or shall be a third party beneficiary of any provision under this Agreement. Client and Company shall be the only parties entitled to enforce the rights set out in this Agreement.
10.6 Assignment. Client may not assign or otherwise transfer all or part of this Agreement without first obtaining the express written consent of Company. Company may freely assign or otherwise transfer all or part of this Agreement.
10.7 Force Majeure. Except for payment obligations, neither party will be liable to the other for any failure or delay in performing its obligations under this Agreement due to any cause beyond its reasonable control, including, without limitation, fire, flood, earthquake or other natural catastrophes, acts of war, terrorism or civil disobedience, governmental acts, laws or regulations, embargoes, labor strikes or difficulties, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, transportation stoppages or slowdowns or the inability to procure parts or materials. Each party will use reasonable efforts to give written notice to the other promptly after becoming aware of any condition or event causing any such excusable performance failure or delay.
10.8 Construction. Notwithstanding any rule of construction to the contrary, any ambiguity or uncertainty in this Agreement shall not be construed against either of the parties based upon authorship of any of the provisions hereof.
10.9 Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties hereto.
10.10 Attorneys’ Fees. In the event either of the parties shall bring an action in connection with the performance, breach or interpretation of this Agreement, or in any action related to the subject matter hereof, the prevailing party in such action shall be entitled to recover from the non-prevailing party in such action all reasonable costs and expenses of such action, including, without limitation, attorneys’ fees, costs of investigation, arbitration, accounting and other costs reasonably incurred or related to such action.
10.11 “Cancellation Policy” If you need to reschedule your appointment, the Company requires 48 hours or you will be charged for the session. If you have an emergency or illness, we will review your situation on a case-by-case basis to see if an exception can be made. If you do not show up for a scheduled session, for any reason, and provide no notice we cannot make up that time. If the Company needs to reschedule, we will give also you at least 48 hours notice, barring an emergency or illness.
IN WITNESS WHEREOF, Company and Client have each caused this Agreement to be signed by one with authority to bind, all as of the date of last party signature electronically.