FRIEND MEMBERSHIP AND EVENT TERMS & CONDITIONS
Applicability.
These Friend Membership and Event Terms & Conditions (these “Terms”) govern the provision of services by aWingIRL, LLC (“aWingIRL”) to a user of the aWingIRL® services who wants to Get a Wing® (“Friend”).
Services.
aWingIRL shall provide the following services to Friend (the “Services”) in accordance with these Terms. Such Services include:
- A background check will be provided through Certn®. aWingIRL will not allow those with sexual or violent convictions into the membership.
- An assigned Wing attempts to contact Friend within one day of an approved background check.
- The Wing gets to know Friend through Friend’s questionnaire responses and communication.
- The Wing and Friend will plan a mutually acceptable meeting in a public place which is to occur within the next 2 weeks (the “Event”).
- At the Event, the Wing will introduce you to at least one new person of your choice during a 2-hour session.
Performance Dates.
aWingIRL shall use reasonable efforts to meet any performance dates agreed to regarding the Services; any such dates shall be estimates only.
Friend’s Obligations.
Friend shall:
- pay the fees as set forth below;
- cooperate with aWingIRL in all matters relating to the Services, for the purposes of performing the Services;
- respond promptly to any aWingIRL request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for aWingIRL to perform Services in accordance with the requirements of this Agreement;
- provide such Friend materials or information as aWingIRL may request to carry out the Services in a timely manner and ensure that such Friend materials or information are complete and accurate in all material respects; and
- comply with all applicable laws in relation to the Services.
Friend’s Acts or Omissions.
If aWingIRL’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Friend or its agents, subcontractors, consultants, or employees, aWingIRL shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Friend, in each case, to the extent arising directly or indirectly from such prevention or delay.
Changes to Services.
aWingIRL may, from time to time, change the Services without the consent of Friend provided that such changes do not materially affect the nature or scope of the Services.
Fees.
In consideration of the provision of the Services by aWingIRL under this Agreement, Friend shall pay the initial one-time membership fee of $99, plus $99 per each Event.
THE MEMBERSHIP FEE IS NONREFUNDABLE AS TO THE COST OF THE BACKGROUND CHECK IN ANY EVENT.
Taxes.
Friend shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Friend hereunder.
Intellectual Property.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Friend under this Agreement or prepared by or on behalf of aWingIRL in the course of performing the Services (collectively, the “Deliverables”), except for any Confidential Information of Friend or Friend materials, shall be owned exclusively by aWingIRL.
aWingIRL hereby grants Friend a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Friend to make reasonable use of the Deliverables and the Services.
Confidential Information.
All non-public, confidential or proprietary information of aWingIRL, including trade secrets, technology, business operations, strategies, pricing, marketing, and Friend-related information (collectively, “Confidential Information”), disclosed by aWingIRL to Friend is confidential and shall not be disclosed or copied without prior written consent.
Confidential Information does not include information that is:
- in the public domain;
- known to Friend at the time of disclosure; or
- rightfully obtained by Friend on a non-confidential basis from a third party.
Friend agrees to use Confidential Information only to make use of the Services and Deliverables.
aWingIRL shall be entitled to injunctive relief for any violation of this Section.
Representation and Warranty.
aWingIRL represents and warrants that it shall perform the Services using personnel of required skill, experience, and qualifications in a professional and workmanlike manner in accordance with generally recognized industry standards.
aWingIRL shall not be liable for breach unless Friend gives written notice of defective Services within 2 days of discovery.
Subject to the foregoing, aWingIRL may:
- repair or re-perform the Services; or
- credit or refund the price of such Services on a pro rata basis.
THE REMEDIES SET FORTH ABOVE SHALL BE THE FRIEND’S SOLE AND EXCLUSIVE REMEDY.
Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
Limitation of Liability.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.
SERVICE PROVIDER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY FRIEND.
This limitation does not apply to gross negligence, willful misconduct, or bodily injury.
Termination.
aWingIRL may terminate this Agreement immediately upon written notice if Friend fails to pay amounts due, breaches the Agreement, or becomes insolvent.
Waiver.
No waiver shall be effective unless in writing and signed by aWingIRL.
Force Majeure.
Neither party shall be liable for failure or delay due to events beyond reasonable control, including acts of God, war, government action, or natural disasters.
Assignment.
Friend may not assign this Agreement without prior written consent of aWingIRL.
Relationship of the Parties.
The parties are independent contractors. Nothing herein creates any partnership, employment, or agency relationship.
No Third-Party Beneficiaries.
This Agreement benefits only the parties and their permitted assigns.
Governing Law.
This Agreement is governed by the laws of the State of Texas.
Submission to Jurisdiction.
Any legal action shall be brought in state or federal courts located in Houston, Harris County, Texas.
Notices.
All notices must be in writing and delivered by recognized delivery methods. Notices are effective upon receipt.
Severability.
If any provision is invalid, the remainder shall remain in effect.
Survival.
Confidentiality, Governing Law, and Jurisdiction provisions survive termination.
Amendment and Modification.
This Agreement may only be amended in writing signed by both parties.
