This Membership Agreement, hereinafter referred to as "Agreement," is entered into and made effective as of ________ by and between the following parties:
FIDUS Pet Concierge ("FIDUS"), a limited liability company, organized under the laws of the state of California, having its principal place of business at the following address:
10675 Calle Mar De Mariposa Suite #104 San Diego, CA 92130
Website Address: fiduspet.com Email: email@example.com
all current and future members of FIDUS, specifically here the following member: ________ ("Member"), the current individual agreeing to the terms of this Agreement, having a residence at the following address:
City: ______________, State: ____, Zip Code: ___________
FIDUS and Member may be referred to individually as "Party" and collectively as the "Parties."
WHEREAS, FIDUS is designed for the following purpose, elaborated on more fully below: Pet Care Services;
WHEREAS, Member would like to join FIDUS and acknowledges and agrees to be bound by the terms and conditions listed herein;
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do agree as follows:
Article 1 - MEMBERSHIP:
This Agreement forms a legally binding agreement between Member and FIDUS and governs the Member's access and use of FIDUS's services (the "Membership Services") and physical facilities. This Agreement also covers FIDUS's provision of services (the "Membership Services") and physical facilities. Hereinafter, "you" and other third-person pronouns will refer to Member.
BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES.
Article 2 - MEMBERSHIP SERVICES:
a. The Membership Services provided by FIDUS are as follows but not limited to: Pick up & Drop off services, grooming, dog walking, Do-it-yourself Pet Spa, Pet Concierge services, and outsourced veterinary clinic.
b. The Membership Services will specifically include the ability and responsibility of FIDUS to deal with all requisite third parties.
c. The Membership Services provided by FIDUS also include the use of FIDUS's physical facilities at the following address: 10675 Calle Mar De Marioposa Suite # 104 San Diego, CA 92130
Article 3 - FEES:
a. Member will be responsible for the payment of fees ("Fees") to FIDUS each month. The monthly Fees will be based on the membership tiers selected below:
• Silver Member $0 (Per Month)
• Gold Member $24.99 (Per Month)
• Platinum Member $59.99 (Per Month)
b. The first Fee payment is due upon signing this agreement. Thereafter, Fees are due in advance on the monthly anniversary of your start date.
c. Fees may be paid via the following methods: a. Credit Card or ACH Withdrawal
d. If Fees are not paid when due, a late charge of $15.00 will be applicable to your account.
Article 4 - TERMINATION:
a. This Membership Agreement shall continue until terminated by either Party.
b. In order for Member to cancel, a written notice must be provided to FIDUS, 7 days prior to the next billing cycle.
c. This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either Party. This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution or discontinuance of FIDUS by FIDUS in any manner, or the filing of any petition by or against FIDUS under federal or state bankruptcy or insolvency laws.
d. FIDUS reserves the right to terminate this agreement at any time for any reason. In the event that FIDUS terminates this agreement you will be provided notice that your membership has been cancelled and all future payments will be cancelled.
Article 5 - LIMITED LICENSE:
a. Member acknowledges and agrees that FIDUS's name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by FIDUS or its affiliates, licensors, or suppliers.
b. Member expressly agrees not to do anything inconsistent with FIDUS's ownership of all of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of FIDUS or any third party.
c. For any Membership Services which enable you to use any software, content, equipment or other physical or non physical materials owned or licensed by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
Article 6 – RESTRICTIONS & ACCEPTABLE USE OF SERVICES:
a. You are prohibited from, and expressly agree that you will not:
a. misuse, abuse, or intentionally damage the Do-It-Yourself bath facility or any other component of the facilities that you may have access to.
b. enter in to any areas labeled as staff only, Grooming Room, and Veterinarian unless explicitly receiving permission from a FIDUS Pet Concierge staff member.
c. Use the facility in a dangerous manner that may harm you or another member.
d. Allow your pet to run off leash while in the facility.
b. By utilizing any of the services included in the membership including but not limited to Pick up and Drop off services, Do-IT-Yourself bath, grooming services, and any future or present service provided by FIDUS Pet Concierge as part of your membership, you agree to abide by the requirements outlined within that service's policy document. All policies can be found in your member portal.
Article 7 - THIRD PARTY SERVICES:
Article 8 - MEMBER CONSENTS:
a. Member agrees to hold FIDUS, its owners, affiliates, and representatives, harmless from any damage, whether tangible or intangible, that may happen to Member while participating in the Membership Services.
b. Member agrees that FIDUS offers its membership program with no guarantee of results of any kind. Member agrees that any results that occur during their membership, whether positive or negative, are the effects of Member's own personal choices.
c. Member agrees and verifies that all of the information they have given FIDUS and its representatives is accurate, up to date, and without the omission of any requested information.
d. Member agrees and verifies that if they have omitted any necessary personal information about them or their pet(s), whether knowingly or unknowingly, they will hold FIDUS harmless against all liability for any damages that may occur to Member or others because of Member's actions or inactions.
e. Member agrees to notify FIDUS Membership team of any changes or upcoming changes concerning their personal information.
Article 9 – VETERINARY EXPENSES PROXY:
For the purposes of FIDUS Veterinary Clinic, you agree to allow FIDUS to act as your proxy in order to accept charges and make payments for veterinary services on your behalf for your pet including costs for medication, office visits, lab work, and other services.
All payments by Member for veterinary services will be made directly to FIDUS.
Article 10 – MODIFICATION OF AGREEMENT AND SERVICES
FIDUS reserves the right to modify or cancel services outlined in this agreement including policies at any time without notice. In the event any policy or service is modified an updated agreement and/or policy will we sent to Member for their records.
Article 11 - ASSUMPTION OF RISK:
Member agrees and understands that their participation in the Membership Services may involve risks to both them and their pets. These risks may lead to tangible or intangible harm, and Member agrees that these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the Membership Services.
Article 12 - INDEMNIFICATION:
Member agrees to defend and indemnify FIDUS and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Member's use or misuse of the activities, Member's breach of this Agreement, or Member's conduct or actions. Member agrees that FIDUS shall be able to select its own legal counsel and may participate in its own defense, if so desired.
Article 13 - REPRESENTATION:
Member agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.
Article 14 - ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between the Member and FIDUS with respect to any and all use of the activities and facilities. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties' relationship.
Article 15 - COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
Article 16 - SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
Article 17 - SEVERABILITY:
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
Article 18 - DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of California. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by FIDUS will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Article 19 - GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of California without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: San Diego.
Article 20 - NOTICES:
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.
Article 21 - HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement. IN WITNESS WHEREOF, the Parties execute the Agreement as follows:
Member Name ________________________________________
Member Signature FIDUS Pet Concierge by: ________________________________________
FIDUS Representative Signature ________________________________________
FIDUS Representative Name ________________________________________