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PLEASE READ THESE CLIENT TERMS OF SERVICE CAREFULLY.

This is a contract between you (the Client) and us (The Million Dollar Pineapple, LLC, “MD9”). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using any of our products and services including, but not limited to: Subscription Services, Website Services, Marketing Services, Podcast Services and Consulting Services, you are agreeing to these terms.

We periodically update these terms. If you have an active client account with MD9 or another division of the TMDP, we will let you know when we do so via an email or on-site notification.

  1. Our Relationship with You
    1. During the term of our engagement, and for six months after the end date, we will provide you with access to a private client portal and client dashboard. We may also provide you access to use our Free Services at any time by activating them in your client portal. 
    2. Unless we otherwise agree, the Consulting Services we provide are described on the Product and Service pages of this website and will be delivered in English. 
    3. If you purchase Consulting Services that recur, they will renew in accordance with your subscription. 
    4. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).  If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.  If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.
    5. We might provide some or all elements of the Consulting Services through third party service providers. Nevertheless, we alone will be responsible to you for the Reports (as defined in section 3), the performance of the Services we are explicitly hired to perform, and our other obligations under this agreement. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the Services, unless explicitly hired to do so. 
    6. If and where we are engaged in a custom consulting project, the terms that are not defined in these General Terms and Conditions are defined in the Offer Letter.
    7. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other. 
  2. Your Responsibilities
    1. You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes. 
    2. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services. This also applies to those supporting documents and records, events and circumstances which first become known during our work. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. 
    3. All information provided by you or on your behalf (“Client Information”) shall be accurate and complete. The provision of Client Information to us will not infringe upon any copyright or other third-party rights. Upon our request, you shall confirm the completeness of the documents and further information provided as well as the explanations and statements, in a written statement drafted by us.
    4. We may rely on Client Information made available to us and unless we expressly agree otherwise, will have no responsibility to evaluate other third-party rights. 
    5. You shall be responsible for your personnel’s compliance with your obligations under this Agreement. 
    6. You shall refrain from anything that endangers the independence of our staff. This applies throughout the term of the engagement, and in particular to offers of employment or to assume an executive or non-executive role, and to offers to accept engagements on one’s own behalf. 
    7. All Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will provide payment for the accommodation and transportation prior to the consultant’s departure and you will reimburse us for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due immediately following the receipt of our invoice.
  3. Our Reports
    1. Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement (“Reports”), other than Client Information, are for your internal use only (consistent with the purpose of the Services). 
    2. We do not guarantee that the information provided in your report will hold true for another organization or entity. 
    3. You may not disclose a Report (or any portion or summary of a Report) externally (including to your affiliates) except: 
      1. To your lawyers subject to these disclosure restrictions who may review it only in connection with advice relating to the Services
      2. To other persons (including your affiliates) with our prior written consent, who have executed an access letter and who may use it only as we have specified in our consent
    4. If you are permitted to disclose a Report (or any portion thereof), you shall not alter, edit or modify it from the form we provided. 
    5. You may incorporate into documents that you intend to use our summaries, calculations or tables based on Client Information contained in a Report, but not our recommendations, conclusions or findings. You must assume sole responsibility for the contents of those documents.
    6. If we are required to present work output in writing as part of the work in executing the engagement, only that written output is authoritative. You may not rely on any draft Reports (which are non-binding), but only on final written Reports. Draft Reports only serve our internal purposes and/or the coordination with you and, therefore, only constitute preliminary stages of Reports and are neither final nor binding and are subject to further review. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after the cut-off date indicated in the Report or, in absence of such date, the delivery date of the Report, unless otherwise agreed or we are obliged to do so with regard to the Services provided by us. 
  4. Limitations of Liability
    1. You may not make a contractual claim or bring proceedings arising from the provision of the Services or otherwise based on this Agreement against any other division of MD9 or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees (“MD9 Persons”). You shall make any contractual claim or bring such proceedings only against us. 
    2. To the extent permitted by law, in no event shall we or our affiliates be liable for any indirect, incidental, punitive or consequential damages, or loss of data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability.
    3. Except for your liability for payment of fees, your liability arising from your obligations under Section 6, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, either party or its affiliates is determined to have any liability to the other party, its affiliates or any third party, the parties agree that our aggregate liability will be limited to one hundred US Dollars; provided however, this limitation shall not apply to you if you only use the free services, and in this case, if we are determined to have any liability to you or any third party arising from your use of the free services, then our aggregate liability will be limited to ten US Dollars.
    4. If you consider the liability limit stipulated in section 4.3 and the amount our liability is limited (“Maximum Liability Amount”) as inappropriate, please inform us of the extension of our liability you would like to be agreed on instead. In this case we will endeavor to obtain additional insurance for such increased amount (“Increased Amount”). Provided that you are furthermore prepared to bear the additional costs arising from the additional insurance covering the Increased Amount, we are prepared to agree with you on a corresponding extension of our liability. We emphasize that an increase of Maximum Liability Amount only applies if agreed on in writing. 
    5. We and our affiliates disclaim all liability with respect to the third party products that you use. Our licensors shall have no liability of any kind under this agreement.
    6. If legitimate claims falling within our limitation of liability are brought against us by you and/or one or more third parties who are entitled to invoke this Agreement, the Maximum Liability Amount will be – in accordance with Section 4.3 – available only once to all – including all future – claimants collectively. Hence, any payment by us to you has discharging effect towards all claimants.
    7. The claim expires if legal action is not filed within six months subsequent to the written refusal of acceptance of the indemnity and you were informed of this consequence.
    8. You understand and agree that absent of your agreement to this limitation of liability, we should not provide the Services to you.
  5. Disclaimer of Warranties. 
    1. Without limiting our obligations in Section 8, we and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the subscription service, data made available from the subscription service, content, or the consulting services for any purpose. Application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the subscription service, content and consulting services are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the subscription service and the consulting services, including all implied warranties or conditions of merchantability fitness for a particular purpose, title and non-infringement. 
  6. Indemnification
    1. You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Service by you or your Affiliates, (b) your or your Affiliates’ noncompliance with or breach of this Agreement, (c) your or your Affiliates’ use of Third-Party Products, or (d) the unauthorized use of the Services. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
  7. Intellectual Property Rights
    1. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. Notwithstanding the delivery of any Reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them). 
    2. As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receive Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
  8. Confidentiality 
    1. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
    2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
  9. Fees and Expenses
    1. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
    2. You shall pay our professional fees and specific expenses in connection with the Services as detailed in the applicable Statement of Work or any of its appendices. You shall also reimburse us for other reasonable expenses incurred in performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income). We may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of our Services dependent upon complete satisfaction of our claims. Unless otherwise set forth in the applicable Statement of Work or Agreement on Fees, payment is immediately due following receipt of each of our invoices. 
    3. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks. 
    4. If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including external legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation or unless we do get fully reimbursed by public authorities. 
  10. Force Majeure
    1. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
  11. Term and Termination 
    1. This Agreement applies to the Services whenever performed (including before the date of this Agreement). 
    2. This Agreement shall terminate on the completion of the Services. Either of us may terminate it, or any particular Services, earlier upon 90 days’ prior written notice to the other. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law or professional obligations. 
    3. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement. 
    4. Our respective confidentiality obligations under this Agreement, as well as other provisions of this Agreement that give either of us rights or obligations beyond its termination, shall continue indefinitely following the termination of this Agreement. 
  12. Miscellaneous 
    1. Publicity
      1. Neither of us may use or reference the other’s name, logos or trademarks without its prior written consent. We are allowed to use your name publicly to identify you as a client in connection with specific Services. You grant us the right to add your name and company logo to our customer list and website. 
    2. Severability
      1. If any part of this Agreement or a Consulting Services proposal is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
    3. Entire Agreement
      1. This Agreement is the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Services. We might make versions of this Agreement available in languages other than English.  If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
    4. Assignment
      1. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any HubSpot affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
    5. No Third Party Beneficiaries
      1. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    6. Contract for Services
      1. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
    7. Authority
      1. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Your further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
    8. Precedence
      1. If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (a) the Offer Letter, (b) the applicable Statement of Work (including – as the case may be – the Agreement on Fees), (c) these General Terms & Conditions, and (d) other annexes to this Agreement. 
    9. External Relationships
      1. You agree that we and the other divisions of TMDP may, subject to professional obligations, act for other clients, including your competitors. 
  13. Governing Law and Jurisdiction
    1. This Agreement is governed by the laws of Florida, U.S.A. without reference to conflicts of law principles. For contracts with MD9 both parties consent to the exclusive jurisdiction and venue of the courts in Fort Lauderdale, Florida, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Consulting Services.  
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