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VIBEUP SERVICE PROVIDER AGREEMENT


 

THIS AGREEMENT IS BETWEEN

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  1. VibeUp Today, LLC; and the person or entity (“Service Provider” or “SP”) that has filled out the "VibeUP Service Provider Form" or "Form" collectively referred to as the "Parties". RECITALS

The Buyer wishes to be provided with the Services (defined within the Form) by the Service Provider and the Service Provider agrees to provide the Services to VibeUp Today LLC. on the terms and conditions of this Agreement and any conversations between VIBEUP & Service Provider.
 

  1. Key Terms

1.1  Services

The Service Provider shall provide the services ("Services") listed in the form and schedule with VIBEUP and buyer, to the Buyer in accordance with the terms and conditions of this Agreement:


1.2  Delivery of the Services

    1. Start date: The Service Provider shall commence the provision of the Services starting on or after the date of completely the form, until such agreement is terminated.

    2. Completion date: The Service Provider shall complete/cease to provide the Services as agreed or terminated by either party.

1.3  Site

The Service Provider shall provide the Services at any of the locations listed by VIBEUP and booked by VIBEUP and SP for buyers procured by SP or VIBEUP as agreed when booking.

1.4  Price

    1. As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is agreed prior to booking, between the buyer, SP, and VIBEUP.

    2. VibeUp Today LLC. shall/shall not pay for the Service Provider’s out-of-pocket expenses such as travel or parking. Such expenses will be provided by the buyer, SP, or location.

1.5  Payment

    1. VibeUp Today LLC. and Service Provider will negotiate price and payment for said services as agreed. SP will retain any gratuity provided at time of services from buyer.

    2. The Service Provider shall receive set amount or % as agreed via email prior to bookings.

    3. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder.

    4. Payments to SP from VIBEUP will be made on the 15th of each calendar month, for the previous months services. SP shall provide an invoice by the 10th of each calendar month, for the previous month’s services rendered, for payment to be made on time.

 

​2.1  Intellectual Property Rights

The Service Provider agrees to grant VibeUp Today LLC. a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Buyer as part of the Services. In respect of the Material specifically created for the Buyer as part of the Services, the Service Provider assigns the full title guarantee to the Buyer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and Vibe Up LLC. For the purposes of this Clause
 

2.1, "Material" shall mean the materials, in whatever form, used by VIBEUP and the Service Provider to promote and provide the Services and the products, systems, programs or processes, in whatever form, produced by VIBEUP and the Service Provider pursuant to this Agreement.

2.2  Warranty

    1. The Service Provider represents and warrants that:

      1. it will perform the Services with reasonable care and skill; and

      2. the Services and the Materials provided by the Service Provider to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

2.3  Limitation of liability

    1. Subject to VibeUp Today LLC. obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

    2. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

    3. Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.

2.4  Term and Termination

    1. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date.

    2. SP will provide services as agreed for any booked services, before officially terminating.

    3. Either Party may terminate this Agreement upon notice in writing if:

      1. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or

      2. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.

    4. [For European Buyers and Service Providers only] If the Buyer is a consumer and the Distance Selling Directive (97/7/EC) (the "Directive") applies to this Agreement, the Buyer may terminate this Agreement within the relevant timescales prescribed by the regulations or laws in the relevant Member State which implement the requirements of the Directive in respect of a right for the Buyer to withdraw from a contract. In the event of termination in accordance with this Clause 2.4(c), the liability of the Buyer to the Service Provider shall be as prescribed in the Directive or in any regulations or laws implementing its requirements in the relevant Member States.

    5. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

 

2.5  Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency or employee employer relationship or otherwise between the parties.

 

2.6  Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. This includes all forms, agreements, processes, marketing, and other proprietary information or intellectual property.

 

2.7  Notices

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

    1. first class post, 2 days from the date of posting;

    2. hand or by facsimile transmission, on the date of such delivery or transmission; and

    3. electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

 

2.8  Miscellaneous

    1. It is the Service Providers sole responsibility to provide the services on time and as advertised and agreed to all buyers for all sessions.

    2. The failure by the Service Provider to provide services as agreed, booked, or promoted, is the sole responsibility of the Service Provider. Any costs, fees, additional charges or expenses incurred by VIBEUP due to any cancellations or failure to provide services as agreed, shall be reimbursed or charged to the Service Provider.

    3. Any cancellations by the buyer will fall under the agreed upon cancellation policies, fees, and charges, as agreed between Service Provider and VIBEUP prior to any bookings.

    4. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

    5. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.

    6. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.

    7. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

    8. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

    9. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.

    10. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.

    11. This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.

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AS WITNESS the hands of the Parties hereto or their duty authorized representatives the day and year first above written, agree to this agreement, the entire agreement, as written below.

 

SIGNED by LUKE JENSEN, owner, for and on behalf of VibeUp Today LLC.

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SIGNED by SERVICE PROVIDER for and on behalf of SERVICE PROVIDER, As listed within “The Form”

By clicking “I agree” to and submitting “The Form”, Service Provider agrees to this agreement.

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