1. Introduction and Purpose
Together with the Master Contract, this agreement (the “Agreement”) is entered into as of the Effective Date, by and between Client and Kelleher International, LLC (hereinafter “Kelleher”) who each agree to the following terms and conditions. Kelleher’s intent is to introduce Client to members of the opposite sex, whom Kelleher has determined through in-depth interviews and limited screening to be potentially compatible with Client. This process is referred to as facilitating an Introduction.
2. Service Expectations
Because of the complexities and uncertainties involved with any personal relationship, Kelleher cannot guarantee that Client will find a partner for marriage, companionship or other relationship who will satisfy all of Client’s subjective criteria. Kelleher will use its experience and judgment to work with Client to provide Introductions to individuals who also desire to form a long-term or compatible relationship. Client understands that the resources created by Kelleher include qualified persons who have both paid and not paid a fee.
3. Termination Rights
Kelleher has sole discretion to terminate this Agreement in the event that Kelleher determines:
- Client is attempting to exploit, abuse, or use Kelleher’s services or information for any immoral, illegal or harassment purposes or activities;
- Client displays inappropriate behavior, is disrespectful, discrediting or depreciative in any manner to other members or Kelleher representatives; or
- There are any material inaccuracies in any information provided by Client.
In the event that Kelleher terminates this Agreement pursuant to this paragraph, any fees paid by Client shall not be refunded.
4. Confidentiality and Information Sharing
If Client desires any personal information to remain confidential, Client shall explicitly outline in writing the information to stay confidential and Kelleher will, to the best of its ability, maintain in confidence such information. Client agrees that all other information provided by Client to Kelleher and on the Introduction Profile may be shared with other clients and members beyond Kelleher’s control, accordingly, Client agrees that Kelleher will not be liable for any loss or damage resulting from the release of any confidential information. Kelleher does not guarantee or warrant the accuracy of the personal information provided to Kelleher by any client or another member, and Client agrees that Kelleher shall not be responsible or liable for any false or misleading information provided by Kelleher to anyone including Client.
5. Liability and Indemnification
Kelleher interviews and administers limited screening of applicants for membership; however, Kelleher neither conducts nor requires its clients or members to submit to any medical, legal or psychological testing or evaluation. Client agrees that Kelleher shall have no legal liability for any injury or damage to Client resulting from assault, sexually transmitted diseases, or any other harm or damage alleged by Client arising from any Introduction by Kelleher. Client shall indemnify and hold harmless Kelleher, its officers, directors, contractors and employees for any action, claim or damage arising out of Client’s dealings with Kelleher.
6. Retainer Fee
Client agrees to pay the Retainer Fee specified in the Master Contract. Client agrees and understands that the Retainer Fee is distributed directly toward the matchmaking process of, but not limited to, facilitating introductions, time spent working directly or indirectly on Client’s files and/or on behalf of Client, general advertising, networking, scouting and marketing necessary to attract suitable individuals for successful matches, research checking, personal consulting/coaching, various relationship management and dating counseling services, dating etiquette and other self-improvement consulting, and for time and effort to maintain the Client’s file over the term of Agreement.
7. Payment and Non-Refundable Status
Client agrees to matches with certain persons who are potentially compatible. This fee is payable in full at the time of execution of this Agreement and all fees paid to Kelleher are non-refundable.
8. Non-Transferability
Client may not assign or otherwise transfer this Agreement or any rights or obligations under it.
9. New York Specific Provisions
For New York residents and New York Clients only, the Parties agree that $1,000 of the fee paid is applicable to New York referrals and Client also agrees to travel within the Tri-State area for social referrals. Any member may place their membership on hold for a period of up to one-year and agrees to a minimum of six referrals per year.
10. Feedback Requirement
Client agrees to complete and return Kelleher’s Feedback Form after each introduction. Client agrees and understands that the receipt by Kelleher of the Feedback Form is critical to this Agreement and receipt of the Feedback Form is required before Kelleher will make any additional introductions.
11. Non-Disparagement
Client agrees to not disparage or make negative or derogatory remarks about Kelleher or any of its principals, agents, members, clients, and employees publicly at any time during membership or for five (5) years subsequent to contract period without first contacting Kelleher to engage in a good faith effort to resolve Client’s concerns. The parties expressly understand that public disparagement includes, but is not limited to, posts to blogs, social media, and consumer review websites and apps.
12. Death or Disability
If because of death or disability Client is unable to receive all services for which Client has contracted Client and the Client’s estate may elect to be relieved of the obligation to make payments for services other than those received before death or the onset of disability. In the limited event of death or disability, if the Client has prepaid any amount of services, so much of the amount prepaid that is allocable to services that the Client has not received shall be promptly refunded to the Client or his or her representative. “Disability” means a condition which precludes Client from physically using the services specified in the contract during the term of disability and the condition is verified in writing by a physician designated and remunerated by Client. The written certification of the physician shall be presented to Kelleher. If the physician determines that the duration of the disability will be less than six months, Kelleher may extend the term of the contract for a period of six months at no additional charge to Client in lieu of cancellations.
13. California Relocation Provisions
Pursuant to California legislation, Client agrees that Kelleher provides its services nationally and internationally. In the event of Client’s relocation, the Parties will work in good faith to maintain this Agreement. If Client relocates his or her primary residence further than 50 miles from the geographic area defined in this Agreement and Kelleher is unable to transfer the contract and provide comparable services, then Client may elect to be relieved of the obligation to make payment for service other than those received prior to that relocation, and if Client has prepaid any amount for dating services, so much of the amount prepaid that is allocable to services that the Client has not received shall be promptly refunded to Client. Any Client who elects to be relieved of further obligation according to this subdivision may be charged a predetermined fee of one hundred dollars ($100), or if more than half of the life of the contract has expired, a predetermined fee of ($50). This term is limited to Clients who reside in California at the commencement of services.
14. Dispute Resolution
In the event that any litigation arises in connection with this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and expenses. This agreement was accepted and entered into in the State of California. The parties agree to Marin County, California state court, jurisdiction, venue, and choice of law. Prior to instituting any litigation all disputes concerning this Agreement or between parties shall be submitted in good faith to Mediation in the County of Marin, costs shared equally. A party who commences litigation prior to the termination of Mediation shall be responsible for all attorney’s fees and costs required to stay the litigation and to compel Mediation.
15. Severability
Each provision of this Agreement shall be deemed severable and if for any reason, any provision hereof is invalid or contrary to any existing or future law, such invalidity shall not affect the applicability or validity of any other provision of this Agreement.
16. Previous Misconduct Declaration
By executing this Agreement, Client represents that he or she has never been charged with a felony or a sexually related assault. Client also represents that he or she has never been charged with domestic violence nor has a Temporary Restraining Order, Restraining Order (Order of Protection) ever been requested or issued against him or her.
17. Background Check Authorization
The Client hereby authorizes Kelleher International, LLC and/or its agents to investigate and secure any reports on the Client or obtain any information that is deemed by Kelleher to be relevant.
18. Non-Refundable Status Acknowledgment
The Client has read and understands that the retainer fees paid are completely non-refundable and are distributed as described in this Agreement.