SERVICES AGREEMENT TERMS – The Eunoia Collective Membership
This Services Agreement (the “Agreement”) outlines the terms and conditions under which EUNOIA MEDICAL CORPORATION (the “Company”) agrees to provide services to the Customer identified and defined in the Service Agreement. This Agreement is effective as of the effective date the Program is purchased.
This Program is an ongoing monthly membership with a minimum 12-month commitment, by Carly Crewe of Eunoia Medical Corporation.
Client’s enrollment inside of Program includes:
• New mental health video course released every 30 days for 12 months, on designated schedule
• Access to private membership community within Mighty Networks Application
• Monthly live video laser coaching call within the group
• Monthly live connection call
• Member-only challenges and workshops
• Guest expert training sessions provided by other service providers
• Automatic monthly or annual renewal, after the first 12 months, unless canceled by member
Use and Consent
THE COMPANY AND THE CUSTOMER HEREBY AGREE AS FOLLOWS:
1.1 Services. Subject to the terms and conditions of this Agreement, in exchange for the Fees, the Company will provide the Customer with the services expressly set out in the Agreement (the “Services”). The Services may be amended, modified or supplemented at any time and from time to time with mutual consent and in a written form satisfactory to the Company (a “Change Order”). The Company may from time to time engage third parties (each a “Service Provider”), such as independent contractors, affiliates, service providers, licensees and agents, to perform any part of the Services or any part of its obligations under this Agreement.
2. FEES AND PAYMENT TERMS.
2.1 Fees. The Customer will pay to the Company the fees in the amounts and according to the terms set out in the Agreement (the “Fees”). All Fees payable under this Agreement are exclusive of any and all goods and sales taxes applicable thereon (“Taxes”), and such Taxes will be invoiced together with the Fees. The Fees and Taxes are due upon signing the Agreement. Except as expressly set out in the Agreement, all Fees and Taxes paid to the Company are non-refundable.
2.2 Failure of Payment. Interest will accrue on amounts past due at a rate of eighteen percent (18%) per annum, compounded monthly. Without limiting any other remedy available to the Company by law or equity, in the event that the Customer’s payment obligations are overdue and outstanding, the Company may, in its sole discretion: (a) terminate this Agreement immediately upon notice to the Customer and/or (b) suspend its obligations to the Customer relating to the Services until such time as all amounts due and owing under this Agreement are paid in full.
3. INTELLECTUAL PROPERTY.
Except for the rights and licenses expressly granted in this Agreement, neither party grants to the other party any Intellectual Property Rights under this Agreement, and all such rights, title and interests are hereby retained and reserved. The Customer hereby grants to the Company, during the Term, a revocable, limited, non-exclusive, royalty-free license in and to the Customer Materials for the sole purpose of providing the Services and marketing the services in a manner consistent with the terms of this Agreement.
4. REPRESENTATIONS & WARRANTIES.
4.1 Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) it has full right and authority to enter, execute, and perform its obligations under this Agreement; and (b) the execution, delivery, and performance of this Agreement constitutes a legal, valid, and binding agreement of such party.
4.2 Company Representations and Warranties. The Company hereby represents and warrants to the Customer that: (a) it is a business duly registered or incorporated, validly existing, and in good standing under the laws of its jurisdiction; (b) it will perform the Services in compliance with applicable laws and regulations.
4.3 TERM & TERMINATION.
4.4 Term. Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement will commence on the Effective Date and will remain in effect until the last day of the duration of the Services (the “Term”) (12 months from subscription date.)
EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS PROVIDED IN THIS AGREEMENT, THE COMPANY HEREBY DISCLAIMS ANY AND ALL GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES REGARDING THE SERVICES AND PRODUCTS, WHETHER IMPLIED OR STATUTORY, ORAL OR OTHERWISE, ARISING UNDER ANY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONDITIONS AND WARRANTIES WITH RESPECT TO VALIDITY, ACCURACY, NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS”. THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
ALL SERVICES PROVIDED BY THE COMPANY ARE OFFERED BY INDEPENDENT CONTRACTORS. EUNOIA MEDICAL CORPORATION IS A MEDICAL CLINIC BUT ALSO OFFERS NON-MEDICAL SERVICES THROUGH THE CARLYCREWE.COM PLATFORM. SERVICES OFFERED THROUGH CARLYCREWE.COM DO NOT PROVIDE HEALTHCARE SERVICES OR PROVIDE MEDICAL ADVICE. THE EUNOIA COLLECTIVE MEMBERSHIP IS NOT TO BE USED IN PLACE OF PROFESSIONAL HEALTHCARE SERVICES. SERVICE PROVIDERS PROVIDING SERVICES, ARE PROVIDING THEIR SERVICES ON A CONSULTANT BASIS NOT AS HEALTHCARE PROFESSIONALS THUS OUR SERVICE PROVIDERS OFFERED THROUGH CARLYCREWE.COM DO NOT PROVIDE MEDICAL OPINIONS OR MEDICAL ADVICE.
EUNOIA AND SERVICES OFFERED BY CARLYCREWE.COM DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CLAIMS WITH RESPECT TO THE EFFECTIVENESS, RESULTS OR OUTCOMES FROM PARTICIPATING IN ANY OF ITS SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE IN CONNECTION WITH THIRD PARTY SOFTWARE OR MATERIALS AND THEIR USE OR INCLUSION IN THE SERVICES, PROVIDED THAT SUCH USE OR INCLUSION IS PRE-AUTHORIZED BY THE CUSTOMER IN WRITING.
6. LIMITATION OF LIABILITY.
a. THE COMPANY’S MAXIMUM LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT IS THE AGGREGATE AMOUNT OF FEES PAID DURING A 3 MONTH PERIOD PRECEDING SUCH CLAIM.
b. EXCEPT WITH APPLICATION TO THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, LOST OPPORTUNITY COSTS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
c. THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
7.1 Assignment. This Agreement will not be assigned by either party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other party.
7.2 Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the Company and Customer. No failure or delay by a party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.
7.3 Choice of Law. This Agreement will be governed by the laws of the Province of Alberta and the laws of Canada applicable therein. The provincial and federal courts located in Alberta will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, either party will be entitled to seek injunctive or other equitable relief in any jurisdiction with a reasonable connection to the subject matter of this Agreement.
7.4 Force Majeure. If the Company is prevented from or interfered with in any manner whatsoever, or otherwise delayed, in performing the Services or any other obligations hereunder, by reason of any event beyond the Company’s reasonable control (an “Event of Force Majeure”), then the Company’s non-performance will not be deemed a breach of this Agreement provided that notice is given to the Customer without delay, and the Company’s obligations hereunder will be extended by such reasonable amount of time determined by the Company in good faith. Any delays in the Company’s performance of the Services as a result of an Event of Force Majeure will similarly extend the Customer’s payment obligations for such Services.
7.5 Notices. If any notice or other communication is required or permitted to be given to a party hereunder, such notice or communication will be in writing and: (a) personally delivered; or (b) transmitted by email to the address provided this Agreement. All such notices or other communications will be deemed to have been given and received upon confirmation of delivery.
7.6 Currency. All monetary amounts under this Agreement are in United States Dollars (“USD”), except where expressly provided otherwise.
7.7 Service Providers. The Service Providers are independent contractors. Service Providers will not be deemed to be an employee, agent, partner, joint venture or legal representative of the other for any purpose and neither party will have any right, power or authority to create any obligation or responsibility on behalf of the other. Service Providers do not provide medical advice or medical services and are not acting in any capacity as a licensed healthcare professional.
7.8 Severability. In the event that any covenant, provision or restriction contained in this Agreement is found to be void or unenforceable (in whole or in part) by a court of competent jurisdiction, it will not affect or impair the validity of any other covenant, provisions or restrictions contained herein, nor will it affect the validity or enforceability of such covenants, provisions or restrictions in any other jurisdiction or in regard to other circumstances. Any covenants, provisions or restrictions found to be void or unenforceable are declared to be separate and distinct, and the remaining covenants, provisions and restrictions will remain in full force and effect.
7.9 Entire Agreement. This Agreement, constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement.
7.10 Counterparts. This Agreement may be executed electronically and in two or more counterparts, all of which, taken together, will be regarded as one and the same instrument.
(a) “Customer Materials” means any text, photos, graphics, recordings, software, documentation, images, or other content or materials of any kind or nature regardless of storage media, which originates with, or is proprietary to, or is otherwise under the legal ownership of Customer, and to which the Customer grants access to the Company during the Term of this Agreement for purposes connected to the Services.
(b) “Intellectual Property Rights” means (a) copyrights and copyrightable works, whether registered or unregistered; (b) trademarks, service marks, trade dress, logos, registered designs, trade and business names (including Internet domain names, corporate names and email address names), whether registered or unregistered; (c) patents, patent applications, patent disclosures and inventions (whether patentable or not); (d) trade secrets, processes, methods, data privacy rights, know-how and rights in designs; and (e) all other forms of intellectual property or any other proprietary rights in every jurisdiction worldwide.
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