AUTOMATED FULFILLMENT PROGRAM AND SERVICES AGREEMENT

This Program and Services Agreement (the " Agreement "), is entered as of this [] (the "Effective Date" ), by and between [] (the "Customer") and Gym Launch Secrets, LLC (the "Service Provider"). Customer and Service Provider are sometimes individually referred to herein as a “Party” and collectively as the "Parties."

WHEREAS , Customer has requested that Service Provider furnish certain marketing, promotional and business development training services to the Customer and Service Provider has agreed to provide the services set forth in this Agreement;

NOW THEREFORE , in consideration of the undertakings of the Parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

  • 1. Services. Subject to the terms and conditions of this Agreement, Service Provider hereby agrees to provide to Customer the services and deliverables set forth in Exhibit A attached hereto (the "Services").
  • 2. Fees and Expenses .

    2.01 Fees. Customer shall pay Service Provider a fixed service fee of Two Hundred Ninety Nine United States Dollars ($299.00) in weekly payments starting the ninth week after the Effective Date and continuing for the term, renewal terms and termination as outlined in Section 10 below.

    2.03 Expenses. Customer shall pay for all out of pocket and pass-through expenses directly incurred in connection with the performance of the Services including any third-party expenses such as advertising fees, software use fees, printing, etc. Service Provider will use commercially reasonable efforts to apprise Customers of anticipated third-party fees in advance, however, any such fees are always subject to change and Customer agrees not to unreasonably withhold payment for these expenses.

  • 3. Cooperation Between the Parties . Each Party shall fully cooperate with the other Party with respect to the provision of the Services. Each Party shall provide or make available to the other Party any information that may reasonably be required to effectively perform the Services. Customer shall, without any charge to Service Provider, provide all reasonable facilities and assistance as may be necessary for the safe and convenient performance of the Services by the Service Provider’s personnel.
  • 4. Limited Warranty . The Services to be performed hereunder are in the nature of Business Development, Digital / Social Media / Internet Marketing and Promotional Training. The Service Provider does not warrant in any form the results or achievements of the Services provided under this Agreement. The Service Provider only warrants that the Services will be performed and/or delivered by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SERVICE PROVIDER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID FOR SUCH NON-CONFORMING SERVICES.
  • 5. Intellectual Property . Work Product . THIS IS NOT A WORK-FOR-HIRE AGREEMENT. All works, ideas, inventions, discoveries, improvements, patents, copyrights, derivative works, trademarks, service marks, trade secrets (including all software, code, videos, written materials, models, marketing techniques and practices, illustrations and designs), and the like (collectively, “ Intellectual Property ”), which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Service Provider under this Agreement shall be the sole and exclusive property of Service Provider and it shall own any and all right, title and interest to the same, however, the Intellectual Property shall be subject to a worldwide, non-exclusive license to Customer for its use only as intended under this Agreement.

  • 6. Trade Secrets and Confidential Information . As used in this Agreement, "Trade Secrets" means (1) any information that constitutes a trade secret under Texas law, and (2) any information relating to Service Provider’s business, including its website(s) and marketing efforts and sales, that is generally not known by non-company personnel, including: (i) methods, techniques, formats, specifications, procedures, sales and marketing techniques and knowledge of and experience in the development and operation of Service Provider and its website(s); and

    (ii) Service Provider’s strategic plans and concepts for the development, operation, or expansion of its products and services. The term "Trade Secrets" includes improvements in all the foregoing as made, developed or invented from time to time. Upon execution of this Agreement and during the term of engagement Service Provider will have to disclose and may have already disclosed to Customer certain Confidential Information. The Confidential Information is not generally known to others and could have economic value if disclosed to others and/or used by Customer, directly or indirectly. In consideration of the promises made in this Agreement and in consideration of Customer’s access to Confidential Information, Customer shall keep secret and confidential, and shall not use, except as necessary to perform its contemplated services herein, the Confidential Information. As used in this Agreement, "Confidential Information" means knowledge and other information concerning the operation, business, products, projections, market goals, financial affairs, Intellectual Property and Trade Secrets of Service Provider or such information relating to its website(s), or other information that is not known to the general public. Without limiting the forgoing, Confidential Information also includes all information (including contact information) about Service Provider’s contracted employees, freelancers, customers, vendors, third-party affiliates and other similar parties. Customer agrees to maintain all such Confidential Information, both orally and in writing, in confidence and agree not to disclose, use or otherwise make available such Confidential Information to any third-party without the prior written consent of Service Provider.

  • 7. Covenant Not to Compete . Customer agrees that during the term of this Agreement, and for a period of two (2) years immediately following the termination of the Agreement for any reason, Customer will not, either directly or indirectly, (i) act or agree to act as an advisor, agent, contractor, director, employee, officer, partner, proprietor or otherwise of or own or acquire any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended) or sell, solicit or accept business from, customers or prospective customers of the Service Provider during the two years preceding the termination of the Agreement, with respect to products or services offered by entities that are in the same or similar industry as Service Provider (ii) interfere with, solicit, disrupt or attempt to disrupt relationships, contractual or otherwise between the Service Provider and or a subsidiary and its customers, prospective customers, contractors, vendors or employees.
  • 8. Indemnification.

    8.01   Each Party (the "Indemnifying Party ") will indemnify, defend, and hold the other Party, its respective shareholders, officers, directors, administrators, managers, personnel, successors and assigns (each, an "Indemnified Party") harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys' fees, that arise out of or relate to (a) the gross negligence, willful misconduct or fraud of the Indemnifying Party; (b) the breach of the Indemnifying Party’s obligations under this Agreement; (c) the breach of the Indemnifying Party’s representations or warranty obligations; (d) the failure by the Indemnifying Party to comply with any applicable laws, rules and regulations; and (e) any payments, compensation, damages, or other amounts, however characterized or determined, to a third party, which the Indemnified Party has reimbursed or may be obligated to pay as a result of any of the foregoing or any other breach of this Agreement by the Indemnifying Party. For purposes of this section, the acts or omissions of a Party’s employees consultants, subcontractors, agents and representatives shall be deemed the acts or omissions of that Party.

    8.02   Indemnifying Party will not relieve it of its indemnification obligations, except to the extent that the failure or delay is prejudicial to the defense of the claim or action. The Party seeking indemnification will provide the Indemnifying Party and its counsel and insurance carriers reasonable cooperation and assistance in, and grant the Indemnifying Party control over, the defense and settlement of the claim. In its reasonable discretion and at its expense, the Party seeking indemnification may engage counsel to support the Indemnifying Party’s defense of any Claim, and the Indemnifying Party will ensure that its counsel reasonably cooperates with and permits participation by such counsel. The Indemnifying Party shall not agree to any settlement which results in an admission of liability by the other Party nor consent to any judgment, attachment, lien or any other act adverse to the interests of the other Party without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party fails to assume the defense of any Claim, or does not diligently pursue such defense, the other Party may retain counsel and assume the defense of such Claim at the cost of the Indemnifying Party.

  • 9. Limitation of Liability; Actions . EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT AND CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER CUSTOMER OR SERVICE PROVIDER BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. THE SERVICE PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT.
  • 10. Termination.

    10.01 Term   The initial term ("Initial Term") of this Agreement shall commence on the Effective Date and unless otherwise terminated as provided herein, shall continue for a period of one (1) year following the Effective Date. At the conclusion of the Initial Term, this Agreement shall automatically renew on a weekly basis at the rate of then current Service Fee (each, a "Renewal Term") unless this Agreement is terminated by one Party providing the other Party with thirty (30) days prior written notice of non-renewal. Notwithstanding the foregoing the Customer can terminate for convenience by giving the Service Provider thirty (30) days written notice at any time.

    10.02   The foregoing notwithstanding, Service Provider has the right to terminate this Agreement and license/use rights at any time for any actual or threatened violation of these Terms; any dishonest or unethical business practice, which may include, but is not limited to fraud, malfeasance, intellectual property infringement, criminal activity, general or sexual harassment, the violation of law, harm to Service Provider’s reputation, the violation of the rights of Service Provider, including any other contract rights between Customer and Service Provider, the violation of the rights of any third party or affiliate, or if Customer is acting in competition with Service Provider’s products or services. Upon termination of Services and license/use rights Customer agrees to immediately discontinue all uses of any and all Program Materials, Trade Secrets and Intellectual Property and all uses of any terms or images confusingly similar to Service Provider’s trademarks or trade dress, and that all rights in and the good will connected therewith shall remain the exclusive property of Servicer Provider.

    10.03   Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured after sixty (60) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non- breaching Party.

    10.04   Termination for Bankruptcy, Insolvency or Financial Insecurity. Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 USCS § 365.

    10.05   Obligations upon Terminatio . Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay Service Provider for all Services rendered prior to termination. Upon termination each Party shall return the other Party’s Confidential Information that is in its possession at the time of termination. Upon the termination of any of the Services (or upon termination of the Agreement), the Customer shall promptly return any equipment, materials or other property of the Service Provider relating to the terminated Services which is owned by the Service Provider and is in the Customer’s possession or control.

  • 11. Relationship of the Parties. Service Provider and its employees and personnel performing any Services under this Agreement are independent contractors and not employees of the Customer. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.
  • 12. Right of Publicity Release . Customer acknowledges that Service Provider will at times videotape, photograph, and otherwise reproduce via analog or digital means (collectively, “ Record ”) your image, likeness and/or voice, and Customer agrees that Service Provider has the right to transfer and assign all rights associated with such recording, including without limitation the right of publicity. You agree that Service Provider and any assignee may use any recording in any written material, art work, image, video or website to advertise Service Provider and/or its Services or its assignee’s business, without advance notice of the recording, and without right to compensation or accreditation .
  • 13 . Force Majeure . Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, civil commotion, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such Force Majeure is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence. If performance is delayed over sixty (60) days, the Party not experiencing the force majeure event may terminate this Agreement.
  • 14 . Arbitration . Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (1) arbitrator sitting in Travis County, Texas. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Texas. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, incidental damages, special damages, exemplary, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
  • 15 . Assignment; No Third-Party Beneficiaries . Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. However, no consent is required for an assignment that occurs (a) to an entity in which the transferring party owns more than 50% of the assets or (b) as part of a transfer of all or substantially all of the assets of the transferring party to any party. Any assignment or delegation in violation of this section shall be void.
  • 16 . Severability . If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
  • 17 . Construction . The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation.
  • 18 . Rights Cumulative . The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
  • 19 . Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
  • 20 . Notices . All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) overnight mail, or electronic mail (email), so long as the receiving Party acknowledges receipt thereof and addressed to the Party to be notified at the following address or to such other address as such Party shall specify by like notice hereunder:
    Customer: Name: Business Mailing Address:
    Email: Phone: Service Provider: Gym Launch Secrets, LLC
    3610 N. Josey Lane #223
    Carrollton, TX 75007
    billing@gymlaunchsecrets.com
    1-505-322-5099
  • 21 . Waiver . No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
  • 22 . Entire Agreement; Modification. This Agreement, and any exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties.

    IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date set forth above. CUSTOMER By: Name : Title : SERVICE PROVIDER : By : Name: Alex Hormozi Title: CEO Service Provider Business Consultant:

  • EXHIBIT A

    Description of Services*

  • 1 . Fees to Licensor: Automated Fulfillment Agreement
    Free Trial to the MyAccountability App for 8 weeks. Starting week 9 there will be a fee of $299.00 USD/week for continued use of the App.
  • 2 . Materials
    • Gym Launch Proprietary Sales Training
    • Gym Launch Proprietary Fulfillment
    • License to use all Meal Plans, Cookbooks, Grocery lists, Food Prep Instructions, Workout Videos and Online Portal
    • Wholesale Discount as an Certified Partner of Prestige Labs Supplements and Done for You Meals**
  • 3. Extended Content and Updates
  • 4. Unlimited Access to the Gym Launch X Facebook Group.
    • Membership includes: Access to questions answered by Gym Launch and a group of peers.
  • 5. Access to M-TR Zoom Calls
    • Answers questions and gives all the best strategies to maximize sales and profits for Customer’s business.
  • 6. Access 5 days/week*** to our PREMIUM TECH SUPPORT TEAM.
    • During regular business hours to assist with lead generation tech related and setup questions related to the software.
  • 7. Termination: 30-day termination notice required
    Upon termination Customer will lose access to:
    • MyAccountability App
    • Automated Fulfillment System
    • All the training programs and materials within the system
    • *Subject to program enhancements/modifications
    • **Subject to federal/local regulations and availability – requires sign up as Prestige Certified Partner
    • ***Subject to company holidays and unforeseen events