MASTER SERVICES AGREEMENT
PLEASE READ VERY CAREFULLY THE TERMS AND CONDITIONS BEFORE USING DRIP WELLNESS SOLUTIONS, LLC’S SERVICES. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE CLOSE YOUR BROWSER AND DO NOT PROCEED WITH SCHEDULING OR USING THE SERVICES.
This Agreement is hereby made and entered into on the date of scheduling Services by and between Drip Wellness Solutions, LLC, a Tennessee Limited Liability Company, whose legal address is 507 East Iris Drive, Nashville, Davidson County, Tennessee 37204-3109 (“Provider and/or “Drip”), and the recipient of Services identified during the initial scheduling of Services by Drip Wellness Solutions, LLC (the “Client”),
whose legal name, address, and contact information was been provided therein.
WHEREAS, Provider is in the business of providing high quality mobile infusion and cosmetic therapy services, including but not limited to intravenous infusions; inflammation, pain, and nausea medications; Botox injections; and, medical assessments.
WHEREAS, Client desires to engage Provider to render, and Provider desires to render to Client, certain mobile infusion and/or cosmetic therapy services (“Services”), as set forth in this Agreement, to enhance mental and physical well-being by restoring the Client’s hydration status and balance of electrolytes, vitamins, and minerals.
NOW, THEREFORE in consideration of the mutual agreements and covenants herein contained, the Parties hereby agree to the Memorandum of Terms incorporated by reference herein as Exhibit 1 to this Agreement.
IN WITNESS WHEREOF, this Agreement is effective as of the Client’s initial scheduling of Services to be administered by Drip Wellness Solutions, LLC.
MASTER SERVICES AGREEMENT
MEMORANDUM OF TERMS
Article 1. Definitions
As used herein and throughout this Agreement:
- 1.1 Agreement means the entire content of this document, together with any exhibits, schedulesor attachments hereto.
- 1.2 Client Content means all materials, information, photography, video, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Services rendered by the Provider.
- 1.3 Participant or “Group Participant” means an individual who is part of a group booking
- 1.4 Services means all services to be provided to Client by Provider as described and otherwise further defined in the Agreement, and as categorically described below.
- 1.5 Representative means the individual acting on behalf of a group of Participants scheduling a group booking for Services.
- 1.6 Third Party Materials means all proprietary third-party materials which are incorporated into the Services, including without limitation electrolytes, minerals, vitamins, medications, and Botox.
- 1.7 Trademarks mean trade names, words, symbols, designs, logos or other devices or designs used during the rending of services.
Article 2. Performance of Services
- 2.1 Engagement. Client engages Provider to render, and Provider agrees to render to Client, certain Services in connection with Client’s request for said Services.
- 2.2 Initial Medical Assessment. The Provider will conduct an Initial Medical Assessment (“IMA”)
by a licensed physician, nurse practitioner, physician’s assistant or registered nurse to
determine the medical appropriateness of Client’s chosen service(s).
first-time Clients and is applicable to any additional Services administered within a
Three Hundred Sixty-Five (365) Day period thereafter. Clients who request
additional Services outside of the Three Hundred Sixty-Five (365) Day period will
be required to undergo an additional IMA prior to receiving the requested Services.
The IMA will be applicable to any additional services requested within a Three
Hundred Sixty-Five (365) Day period thereafter.
- 2.3 Representations by Client. Clients must be eighteen (18) years of age. Client acknowledges
that, by signing this Agreement, Client is responsible for complying with the terms stated
- 2.4 Services. The Provider may provide any of the following Services:
- 2.4.1 Infusion Therapy. Based on the results of the initial medical assessment, Provider will determine a recommended mix of electrolytes, minerals, and/or vitamins to restore the Client’s natural hydration levels.
- 2.4.2 Medications. Based on the results of the initial medical assessment, Provider will recommend and administer upon request by the Client, medication to alleviate symptoms including but not limited to nausea, inflammation, and pain.
- 2.4.3 Cosmetics. Based upon the results of the initial medical assessment, Provider will administer Botox injections upon request by the Client.
- 2.5 Terms of Service. The Provider will provide the services listed in Article 2.4 in accordance with the following Terms of Service:
- 2.5.1 Limitation. The scope of Provider Services does not include advice or Services regarding routine or specialty medical care, diagnosing and/or treatment of disease,or fulfillment and/or refilling of any prescriptions and/or medications.
- 2.5.2 Travel. Provider will travel to specified location agreed upon by Provider and Client after a thorough review of the location for the requested Services has been completed.
- 2.5.3 Rescheduling. Should circumstances beyond the Provider’s control occur,rescheduling will be based on Provider’s availability at the time the rescheduling occurs. Should the Provider be unable to reschedule, Provider will refund the amount
charged to the Client’s credit card less any processing fees.
- 2.5.4 Materials. Provider will provide any and all supplies, equipment, and personnel necessary to complete the initial medical assessment and Services agreed upon and rendered as a result thereof.
- 2.5.5 Medical Care. Provider does not assume responsibility for Client’s general medical care. While an Initial Medical Assessment will be conducted by a licensed healthcare provider, treatment of any and all other medical conditions should be referred to and consulted by Client’s Primary Care Provider, Specialist, or an Emergency Room Service Provider.
- 2.5.6 Result of Services. Provider does not guarantee a Client’s physiological response to Services rendered.
- 2.5.7 Cost of Services. A list of the Service costs and discounts can be accessed via the Provider’s Website.
- 2.5.8 Media. Provider retains the right to use any media submission or posting by Client including but not limited to pictures, videos, or recordings taken, acquired, or otherwise obtained during the rendering of services for advertising purposes including but not limited to Facebook, Instagram, Twitter, or any other Provider materials.
- 2.6 Additional Services. Should Client request additional services before, during, and after the rendering of the originally scheduled services, the Client will be subject to additional charges including processing fees due prior to administering the additional services.
- 2.7 Cancellation of Services. Client cancellation requests made more than 24 hours in advance of the originally scheduled services will be honored, and the Client’s credit card will be refunded, less any processing fees. Client cancellation requests made less than 24 hours in advance of the originally scheduled services will be accepted; however, Client unequivocally forfeits the right to the original charged amount and any action or proceeding for the same.
- 2.8 Right to Refuse Services – Medical. Provider reserves the right to, at any time, withhold Client’s chosen service(s) should they be medically inappropriate or contraindicated. If Master Service Agreement – Drip Wellness Solutions, 2019 Last Updated: 4 June 10, 2019 – v.5 Provider is unable to safely and ethically provide the Client’s requested Service(s) due to a medical or other health-related reason, Provider will refund Client’s credit card less processing fees.
- 2.9 Right to Refuse Services – Discretionary. Provider, at its’ discretion, reserves the right to, at any time, withhold Client’s chosen service(s) in which Provider believes it cannot safely and ethically provide the Client’s requested Service(s) due to any reason including but not limited to the Provider’s comfort, safety, health, and well-being.
Article 3. Payment
- 3.1 Time of Payment. Provider requires advance payment for all services due at the time of scheduling
- 3.2 Form of Payment. Provider accepts all major credit cards.
- 3.3 Declined Credit Cards. If a Client’s provided form of payment is declined during the initial scheduling, Client’s appointment will not be scheduled, and Client will be notified of the failure to process the payment.
- 3.4 Onsite Payment for Additional Services. If additional services are requested while Provider is on-site with Client, time permitting Provider may provide the additional requested services. If additional requested services are provided, payment via credit card including all processing fees will be processed through a point of sale mobile credit card processing application prior
to the provision of services.
- 3.5 Failure of Payment for Additional Services. If Client onsite payment for additional services is declined or otherwise fails, Client will be notified of payment failure, and Provider will not provide the additional required services.
Article 4. Invoicing
- 4.1 Client Invoices. An invoice outlining the services and packages rendered by Provider and receipt of payment thereof will be sent electronically to the e-mail provided by the client. Upon request, a copy of the invoice and receipt will be sent to the address provided by Client on file.
Article 5. Client Responsibilities
- 5.1 Client Acknowledgements. Client agrees that it shall be responsible for performing the following in a reasonable and timely manner:
- i. Client shall accurately deliver all information requested by Provider to the best of their knowledge.
- ii. Client agrees that any service or package requested is for the benefit of the Client only and not requested on behalf of someone other than the Client.
- iii. Client agrees that all requested services shall only be administered directly to the Client.
- iv. Client agrees that any changes to the originally scheduled services may be subject to additional charges and processing fees, are the full responsibility of the Client, and must be paid prior to the Provider rendering service.
- 5.2 Group Bookings:
- i. In the event of group booking, the Client scheduling the group booking agrees to be a Representative to the group and bares full financial responsibility. Representative agrees to provide email addresses for each Group Participant during booking. Additional information requests will be sent to the Participant email addresses provided by the Representative to obtain addition information pursuant to Article 6.1.i.
- ii. In the event a member of a group booking pays in advance but fails to appear for their scheduled appointment, the Representative foregoes any and all right to a refund from the Provider for that portion of the group booking.
- iii. In the event a member of a group completes the information request but does not qualify for the services requested, the Representative will have the option to receive a refund for that group member’s services. Dependent on supply availability and safety, a group member may qualify services other than what was originally requested by the Representative. Should a group member choose those services, the Representative waives all any and all right to a complete refund for the requested services. Any price differential in the requested services and services rendered to a group member will be refunded (less any processing fees) or charged to the Representative Credit Card on file.
Article 6. Electronic Data Communication and Storage
- 6.1 Document Retention. By executing this Agreement, Client consents to the Providers use of electronic devices, computer software applications hosted remotely on the Internet, Third Party’s secured portals and/or clouds, the submission of confidential Client information to Third Party Service Providers, and the transmission of confidential Client information using web-based services. Notwithstanding the reasonable HIPAA complaint security measures employed by the Provider, Provider is not responsible for the unauthorized interception or breach of any communications or data on any device not owned by the Provider.
- 6.2 Public Access. Client shall not access or communicate with the Provider and its website, portal, servers, or otherwise from a public access point, network, or server or any device that is not their own. This includes any device that (1) other individuals or entities have access to; (2) is available for public use; (3) is found in a public place; or, (4) is provided to the Client by their employer, parent, spouse or person other than themselves. Provider is not responsible for any damages or liabilities as a result of the Client’s failure to adhere to this Paragraph
Article 7. Warranties and Representations
- 7.1 By Provider. Provider hereby represents, warrants and covenants to Client that Provider will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
- 7.2 Limitation. Except for the express representations and warranties stated in this agreement, Provider makes no warranties whatsoever, Provider explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
Article 8. Liability
- 8.1 Limitation of Liability. PROVIDER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF INVESTMENT, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), ARISING OUT OR IN ANY WAY RELATED TO THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PERFORMED HEREUNDER, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER’S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES OF ANY KIND WILL NOT, IN ANY EVENT, EXCEED THE CLIENT FEES PAID BY CLIENT HEREUNDER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
Article 9. Arbitration and Equitable Relief
- 9.1 Arbitration. IN CONSIDERATION OF SERVICES RENDERED BY PROVIDER AND OBLIGATIONS OF CLIENT, THE PARTIES AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE PROVIDER OR CLIENT AND ANY EMPLOYEE, OFFICER, DIRECTOR OR SHAREHOLDER OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE), RELATING TO, OR RESULTING FROM SERVICES RENDERED BY THE PROVIDER, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET
FORTH IN THE TENNESSEE CIVIL CODE AND PURSUANT TO TENNESSEE LAW. DISPUTES PROVIDER AND CLIENT AGREES TO ARBITRATE INCLUDE ANY CONTRACTUAL, TORT OR STATUTORY CLAIMS UNDER FEDERAL, TENNESSEE AND LOCAL LAWS, TO THE EXTENT ALLOWED BY LAW.
- 9.2 Procedure. PROVIDER AND CLIENT AGREE THAT ARBITRATION WILL BE ADMINISTERED BY ARBITRATION SERVICES MUTUALLY AGREED UPON BY THE PARTIES. IF THE PARTIES ARE UNABLE TO AGREE UPON AN ARBITRATOR, THE PROVIDER WILL PROVIDE THE CLIENT WITH A LIST OF THREE TENNESSEE ARBITRATORS WHO ARE TENNESSEE MEMBERS OF THE NATIONAL ACADEMY OF DISTINGUISHED NEUTRALS. THE CLIENT WILL THEN STRIKE TWO OF THE
NAMES AND THE REMAINING NAME WILL BE THE ARBITRATOR. THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, MOTIONS TO DISMISS OR TO STRIKE AND DEMURRERS PRIOR TO ANY ARBITRATION HEARING. CLIENT AGREES THAT PROVIDER SHALL HAVE TO POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, INCLUDING INJUNCTIVE RELIEF, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. PROVIDER AGREES THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH TENNESSEE LAW, INCLUDE THE TENNESSEE CODE OF CIVIL PROCEDURE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL TENNESSEE LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCES TO RULES OF CONFLICT OF LAW. PROVIDER AGREES THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING. PROVIDER AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN DAVIDSON COUNTY, TENNESSEE.
- 9.3 Remedy. EXCEPT AS PROVIDED BY THE RULES OF ARBITRATION AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN CLIENT AND PROVIDER. ACCORDINGLY, NEITHER CLIENT NOR PROVIDER WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTHING IN THIS AGREEMENT OR IN THIS PROVISION IS INTENDED TO WAIVE THE PROVISIONAL REMEDIES AVAILABLE UNDER THE RULES.
- 9.4 Administrative Relief. THE PARITES UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT EITHER FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY. THIS AGREEMENT DOES, HOWEVER, PRECLUDE EITHER FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
- 9.5 Voluntary Nature of Agreement. BOTH PARTIES ACKNOWLEDGES AND AGREE THAT THEY ARE EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE. BOTH PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ THIS AGREEMENT AND ASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT,
INCLUDING THAT CLIENT IS WAIVING ITS RIGHT TO A JURY TRIAL. BOTH PARTIES HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS CHOICE BEFORE SIGNING THIS AGREEMENT.
- 9.6 Arbitration Clause, Governing Law. THIS ARBITRATION CLAUSE IS ENTERED PURSUANT TO, AND SHALL BE GOVERNED BY, THE FEDERAL ARBITRATION ACT (9 U.S.C. SECTION 1, ET SEQ.), BUT IN ALL OTHER RESPECTS THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE.
Article 10. Notice
- 10.1 Generally. All notices and other communications in connection with this Agreement shall be made in writing and shall be considered given as follows: (i) when delivered personally to the recipient’s address as stated on this Agreement; (ii) three days after being deposited in the United States mail with postage prepaid to the recipient’s address as stated on this Agreement; or (iii) when sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail or the recipient delivers a written confirmation of receipt.
Article 11. Modifying the Agreement
- 11.1 Generally. If any intended changes or any other events beyond the Parties’ control require adjustments to this Agreement, the Parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the Parties, and added to this Agreement.
Article 12. General Provisions
- 12.1 Entire Agreement. This Agreement, together with Exhibits herein, set forth the entire agreement and discussions or representations the Parties.
- 12.2 Survivorship. The rights and obligations of the Parties to this Agreement shall survive termination of the business relationship between the Parties and expiration or termination of this Agreement.
- 12.3 Severability. Should any provision of this Agreement be determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision shall automatically be amended so as to make it valid, legal and enforceable but keeping it as close to its original meaning as possible. The invalidity, illegality or unenforceability of any provision shall not affect in any manner the other provisions herein contained, which remain in full effect.
- 12.4 Assignment. None of the rights, duties, or privileges of either party may be assigned or otherwise transferred without express written consent of the other party.
- 12.5 Forum Selection Clause. The validity of this Agreement and the provision contained therein shall be determined and construed in accordance with the laws of the State of Tennessee.