This Service Professional Agreement is made by and between Fambear Co., Ltd (FamBear) and you, the Service Professional.
FamBear is the site services and other channels that provides opportunities and facilitates meetings between the Service Professional and the Customers. FamBear does not act as the agent for either Service Professional or Customers. Service Professional is the user of the Site as the independent contractor and wishes to provide the services to the Customers on the terms and conditions hereinafter set forth.
By using the Site, Service Professional acknowledges, understands and agrees that by registering for or using the Site, you, as a Service Professional, agree to be bound by the following terms and conditions and any other policy on the Site in their entirety. FamBear reserves the right to change or modify this Service Professional Agreement at any time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Service Professional whether publicly posted or privately transmitted. If the Service Professional registers on the Site or continues to use the Site, the Service Professional will be bound by the then current terms of this Agreement.
THIS AGREEMENT IS EFFECTIVE AND BIND THE PARTIES WHEN THE SERVICE PROFESSIONAL SIGNS THEIR NAME MANUALLY IN THIS AGREEMENT OR CLICKS THE “SIGN UP”, “JOIN NOW”, “LOG IN”, “CONFIRM BOOKING”, “SEND MESSAGE”,” CONTACT US VIA SOCIAL MEDIA PLATFORMS”, “LINE”, “WHATSAPP”, “FACEBOOK”, “INSTAGRAM”, “EMAIL”, “PHONE”, “CHAT”, OR “ACCEPT” BUTTON DURING USE THE SITE. IF CUSTOMER DISAGREE WITH ANY TERMS OF THIS AGREEMENT, YOU DO NOT USE THE SITE.
Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
- 2.1 FamBear means Fambear Co., Ltd. and its affiliates and subsidiaries (“FamBear”, “we” or “our”);
- 2.2 Service Professional means the service provider whether individual use or authorized legal entity wishing to offer approved Services through the Site, and who have registered on the Service Professional Portal and have agreed to the terms of this Agreement (“Service Professional”, “you” or “your”);
- 2.3 The "Site" means www.FamBear.com and any other websites, web pages, mobile applications and mobile websites operated by FamBear in Thailand but do not include and involve the sites and services that are subject to separate terms to which users of such sites and services must separately agree and which can be found on their respective sites and/or service materials or within the relevant mobile applications;
- 2.4 “Service Professional Portal” means the web-based tool or other web services or interfaces, provided by FamBear that Service Professional can use to manage its settings, content and other information related to the Site, and including all associated services listing requirements;
- 2.5 “Service Professional Marks” means Service Professional’s name, trademarks, service marks and logos;
- 2.6 "Services" means all services and products that the Service Professional desires to offer on the Site or any other channels, and approved by FamBear, and as reflected on the Service Professional Portal;
- 2.7 “Customer” means a customer purchasing services through the Site;
- 2.8 “Claims” shall mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;
- 2.9 “Content” shall mean all information, content and images, including without limitation, the product information, (1) provided or made available by Service Professional to the Site for use in connection with the Site and (2) otherwise made available by Service Professional to Customers on the Site;
- 2.10 “Effective Date” means the date of acceptance of this Agreement by sign up, register or log in on the Site;
- 2.11 “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right arising under any laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;
- 2.12 “Losses” shall mean any and all damages (including, without limitation, direct, consequential, economic and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs (whether or not suit is brought);
- 2.13 “Orders” means orders placed by a Customer through the Site for the purchase of Services;
- 2.14 “Transaction Information” means the Customer’s Order information, including but not limited to the Customer’s name, telephone number, email address, address.
3. Service Professional represents, warranties and agree that;
- 3.1 In case of individual, you are of legal age to enter into a binding this Agreement, or that if you are registering on behalf of a legal entity, that you are authorized to enter into, and bind the entity to this Agreement;
- 3.2 Service Professional believes that its performance under this Agreement will not violate any other agreement, and Service Professional is not owned or controlled by any of FamBear’s directors.
- 3.3 Service Professional agree and consent to FamBear completing a satisfactory check of Service Professional’s background, including without limitation, a criminal record, education, work experience, license, certification regarding to your Service Listing as well as recording the service performance and all transaction in connection to use of the Site.
- 3.4 Service Professional shall use the Site and proceed the Services for lawful purposes only and in accordance with the terms and conditions of this Agreement, the existing and additional applicable policies of Fambear, and all applicable laws, rules, codes, guidelines, policies and regulations;
- 3.5 Service Professional represents and warrants that you have all the necessary licenses, permits, work permits, Visa, valid passports, valid ID card, insurance and registrations, if any, required to perform the Services under this Agreement in accordance with applicable laws, rules and regulations and that you will perform the Services according to the Customers’ orders and specifications and with the standard of care prevailing in the industry.
4. Create the Service Professional Account.
The Service Professional are required to complete the Site registration process to create an account with a username and password (the “Account”) in order to make full use of offering the services on the Site. You may not share your password with anyone except authorized employees. You must always provide accurate, current and complete information, and you must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Site through your Account will be deemed as being used by you. FamBear is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.
If FamBear accepts Service Professional’s registration for using the Site, FamBear will provide Service Professional access to the Site for posting the services on Service Listings and facilitate the purchasing of Service Professional’s services to Customers. FamBear reserve the right to determine or change any aspect of the Site and may stop providing Service Professional access to the Site without notice.
5. Service Listings and Other Content
- 5.1 Purchasing of services on the Site are made by and between Service Professional and Service Professional’s Customers; FamBear is not the service professional and is not a party to such transactions. Service Professional’s listing of services on the Site does not imply that FamBear endorses or is affiliated with Service Professional or Service Professional’s service providers;
- 5.2 Service Professional shall ensure that all information and data you provide to FamBear is accurate, not misleading, and complies with applicable law. Service Professional shall ensure that all electronic information and data it transmits to FamBear or a Customer does not contain any harmful code or other feature designed to obtain unauthorized access to or information from or damage or degrade in any manner any computer system, application, or code;
- 5.3 Service Listing:
- a. Service Professional shall create Service Listings or offers for service posted to Service Listings using the Service Professional Portal for all services you intend to offer on the Site;
- b. Service Professional shall create Service Listings with all content that comply with applicable law, the policies of FamBear, and any specification or requirement by FamBear, including without limitation, the service information as set forth in the Service Professional Portal, and that are accurate and appropriate for the Site to which they are posted;
- c. Service Professional shall ensure that the use of the Site of your Service Listings will not violate any intellectual property rights, contain defamatory or discriminatory content, constitute an invasion of a party’s rights of privacy or publicity and/or reflect unfavorably on the Site. Any kind of violation incurs form aforesaid cases, Service professional shall be responsible with your own at your expenses.
- 5.4 The Service Professional will be held solely responsible for the accuracy of your pricing and all content for Services and will be obliged to honor any order placed by a Customer through the Site as a result of the content provided;
- 5.5 In the event that Service Professional provides incorrect pricing information in the Service Listing (“Pricing Error”), FamBear may, at Service Professional’s expense, take any commercially reasonable action necessary to avoid or repair harm to FamBear due to the Pricing Error, including requiring Service Professional to honor all service purchases at the erroneous price and compensating Customers for any inconvenience caused by a Pricing Error. Service Professional shall reimburse FamBear for all losses, expenses, or liabilities FamBear incurs as a result of Pricing Errors.
- 5.6 Service Professional agrees to the FamBear pricing, payments and terms listed on the Site and on FamBear’s invoicing.
6. Intellectual Property and Information Ownership.
- 6.1 Service Professional hereby grants FamBear and its partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Service Professional Marks), any document or data (“Service Professional Information”) in connection with the offering of the Services through the Site, the terms of this Agreement and for the listing, advertising, marketing and promotion of such services, including without limitation, through the Site, third party websites, email, or any other social media. Service Professional agrees that FamBear may permit users of the Site to share and post Content on their own social media outlets.
- 6.2 Service Professional hereby grants FamBear and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Service Professional Marks during the term in connection with the service of FamBear.
- 6.3 FamBear will own all right, title and interest in and any Intellectual Property (IP) Rights in the Site and all data collected or stored in connection with the Site. Except as expressly provided in this agreement, Service Professional will not have any ownership in or license to any such rights. If Service Professional is deemed to have any ownership interest or rights in all or any part of the foregoing, then Service Professional shall assign all of those interests and rights to FamBear. FamBear may use any Service Professional Information to create, develop, or modify the Site or any other FamBear concept, brand, software code, product, or feature (“Improvements”), and FamBear will own any Improvement and any IP Rights in an Improvement. If Service Professional is deemed to have any ownership interest or rights in an Improvement, Service Professional shall assign all of those interests and rights to FamBear.
- 1) disclose or convey any Transaction Information to any third party (except as necessary for Service Professional to perform its obligations under the Agreement);
- 2) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes;
- 3) contact a Customer that has ordered a Service that has not yet been proceeded with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; or
- 4) target communications of any kind on the basis of the intended recipient being the Site’s user.
7. Purchased Order Processing
- 7.1 Orders Status Update
- a. Customers purchasing Services through the Site will place Orders using the Site checkout and payment gateway. FamBear will collect all proceeds from such transactions. FamBear will make available on the Service Professional Portal all the transaction information and Service Professional need to manage all Orders via the Service Professional Portal. If FamBear believes a transaction is erroneous, duplicate, contrary to a FamBear’s Policy, or fraudulent, FamBear may stop, cancel or prohibit the transaction.
- 7.2 Customer Payment Collection
- a. Regarding the use of the Site or services, if the order of Customers is completed online or offline for Child Care, Housekeeping, Senior Care, Special Needs, FamBear will collect the payment such as but not limited to (interview fees, booking fee and processing fees) from Customers for the Service Professional’s services purchased. FamBear shall transfer the amount FamBear collected from the Customer, less any amounts Service Professional owes to FamBear, to Service Professional using the processes and under the timing set forth in the FamBear pricing policies.
- b. For services such as Tutoring, Activities, Technicians and Other Services, the Service Professional will collect full payment of services from the customers and remit payment to FamBear for FamBear’s due amount; using the processes and under the timing set forth in the FamBear pricing policies.
- 7.3 Taxes
- a. Service Professional is responsible for:
- i. determining whether Service Professional Taxes apply to a Customer Order;
- ii. collecting, reporting, and remitting the correct Service Professional Taxes to the appropriate tax authorities;
- iii. reviewing, determining, calculation settings and all related tax information for Services;
- iv. reviewing all tax-exempt transactions.
- b. FamBear is not responsible for:
- i. determining whether Service Professional Taxes apply to a Customer Order;
- ii. collecting, reporting, or remitting Service Professional Taxes to any tax authority (except as required by Applicable Law to do so);
- iii. Service Professional’s use of or reliance on tax data or services provided by FamBear or Tax Services, or for providing tax advice to Service Professional;
- iv. calculating, reporting, collecting or paying any service-based excise taxes or any fees or surcharges;
- v. providing support for tax exemptions based upon the identity of any individual, corporation or other entity, or the intended use of a product by any individual, corporation or other entity;
- c. If a tax authority requires FamBear to pay any of Service Professional’s Taxes, Service Professional will promptly reimburse FamBear for the amounts FamBear paid and for any losses, expenses, or liabilities FamBear paid or incurred related to the tax authority’s demand to FamBear.
- d. Service Professional acknowledges that non-parties will provide tax-related data (such as tax rates) to FamBear (the “Tax Services”) and that FamBear will use that data to collect Service Professional Taxes on Service Professional’s behalf. Service Professional acknowledges that FamBear and the Tax Services do not provide or comprise tax advice, that FamBear will not provide Service Professional tax advice, and that Service Professional is responsible for determining the applicability and accuracy of any tax data or tax collection.
- e. Service Professional shall pay service taxes, if any, pursuant to applicable Law on any payments Service Professional owes to FamBear.
- 7.4 The Service Professional shall bear the full risk in and to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customer’s may have additional rights against the Service Professional as a result of the terms and conditions contained on the Site (if any). FamBear is not responsible and liability to Service Professional any kind of losses rising out aforesaid cases.
- 7.5 Fulfillment of Orders
- a. Once FamBear has transmitted an Order to Service Professional, Service Professional will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Service Professional Portal;
- b. If Service Professional cannot fulfill a customer’s order or request, Service Professional will immediately notify FamBear.
- c. The Service Professional accepts that it shall be obliged to honor all Orders based on the price and available on the Service Professional Portal and site as of the date of Order, notwithstanding that the Service Professional may have only been notified of the Order after the actual date of Order.
- 7.6 Customer Issues
- a. Service Professional shall handle all customer service issues related to Service Professional’s Services. FamBear is not responsible for handling customer service issues related to Service Professional’s Services, and FamBear may direct Customers who contact FamBear with service issues related to Services to contact Service Professional using the contact information Service Professional has provided in the Site. If Service Professional does not handle a customer service issue or a request from FamBear to handle that issue, FamBear may take any actions necessary to ensure Service Professional’s compliance, and FamBear will not be liable to the Service Professional or Customer or any additional party for any results of those actions. If Service Professional does not handle a customer service issue to FamBear’s satisfaction, FamBear may contact the Customer and take any action to resolve the issue at the Service Professional’s expenses.
- 7.7 Chargebacks
- a. FamBear may charge Service Professional for losses, expenses, or liabilities FamBear incurs related to Customer disputes related to Service Professional’s transactions or Services (“Chargebacks”). In the event that FamBear determines at its sole discretion to charge Service Professional for a Chargeback, we will send Service Professional a notice of that Chargeback, Service Professional will respond and provide Fambear any information requested in the Chargeback notice within seven (7) business days of receiving the notice. If Service Professional does not respond to the Chargeback notice to FamBear’s satisfaction, FamBear may charge Service Professional for the Chargeback, and Service Professional will reimburse FamBear for the Chargeback. Service Professional will not be responsible for Chargebacks due to:
- i. theft or unauthorized use of a Customer’s payment card information for which FamBear is responsible (except to the extent that theft or unauthorized use is attributable to Service Professional); or
- ii. FamBear’s failure to send Service Professional a notice of Customer Order.
- 7.8 Customer Reviews and Ratings.
- a. FamBear may ask and allow the Customers to rate or provide comments regarding Service Professional’s Services or performance, and may post any resulting ratings or comments on the Site for public display. FamBear will have no liability to Service Professional for the content or accuracy of any ratings or reviews. Service Professional will have no ownership interest in or license to use any rating or reviews posted on the Site.
- 7.9 Cancellation the Orders and Refund
- a. A Customer may cancel or change request any Order for a purchased Services through the Site at any time within, and in accordance with, the FamBear’s Cancellation Order Policy. The Service Professional is obligated to accept any cancellation that meets the FamBear’s Cancellation Order Policy. FamBear will use all reasonable and commercially viable means to endeavor to keep such cancellations to a minimum.
- b. FamBear reserves the right to accept or reject all refund, and change requests by Customers. FamBear will process all refunds and changes immediately upon confirmation from the Service Professional, which confirmation shall be provided by the Service Professional within 24 (twenty-four) hours from receipt of a request from FamBear, failing which the Service Professional will be deemed to have provided its confirmation.
- c. Refunds and changes will be determined via the FamBear’s Cancellation Order Policy. Service Professional will be responsible for all change orders, where applicable.
8. Fees (Interview Fee, Booking Fee, Processing Fee, Monthly Fees, Annual Fees), Commissions and Payment
- 8.1 Fee
- a. Customers are responsible for paying FamBear the interview fee, booking fee and processing fee for Childcare, Housekeeping, Senior Care and Special Needs. Service Professional for Tutoring, Activities, Technicians and other Services are responsible for paying the processing fee to FamBear. In addition, Service Professional agrees to pay FamBear a monthly or annual subscription fees specified in the FamBear’s Policy or pricing information page. FamBear may change the Fee by posting the new fee on the pricing information page or by written presentation or by verbally informing the Service Professional. Any revised Fee will be effective from the date it is posted. Service Professional’s failure to pay Fee constitutes a material breach of this Agreement and under the causes of this breach, FamBear reserves the right to terminate this Agreement at its sole discretion
- 8.2 Methods of Payment.
- a. Service Professional shall promptly pay any amounts it owes FamBear regarding to FamBear’s demand. Service Professional hereby authorizes FamBear to use any of the following methods for obtaining payment of amounts Service Professional owes FamBear:
- i. Off-setting any payments FamBear owes to Service Professional by any amount Service Professional owes to FamBear;
- ii. reversing any credits to Service Professional’s Account;
- iii. deducting amounts owed to FamBear from any Service Professional Funds FamBear requires;
- iv. charging Service Professional’s credit card, or deducting funds from Service Professional’s bank account; or
- v. seeking payment from Service Professional by any other lawful means.
- b. FamBear will make payment of the Service Professional’s compensation for purchased and processed Orders on two set days of each month, namely the 15th and 30th of each month. When these dates do not fall on business days, payment will be made on the next business day after such a date.
- c. Orders that meet the completion process on or before the 14th of a month will be paid on the last day of that month. Orders that meet the completion process after the 15th of a month (but before the last day of that month) will be paid on or before the 15th day of the following month.
- d. All payments to Service Professional’s bank account will be made by mean of electronic funds transfer or similar method. If FamBear concludes that Service Professional’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then FamBear may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Service Professional under this Agreement for the shorter of a period of ninety (90) days following the initial date of suspension; or completion of any investigation(s) regarding Service Professional’s actions and/or performance in connection with this Agreement.
9. Contact with Customers and Customer Service Escalation
- 9.1 FamBear will be responsible for providing telephonic, email and other channel support for Customers. Where FamBear is unable to resolve a Customer support query, FamBear will escalate the support query to the Service Professional for support and resolution.
- 9.2 Service Professional will always represent itself as a separate entity from FamBear when providing customer service for its services purchased through the Site.
- 9.3 The Service Professional shall not be entitled to contact the Customer directly under any circumstances without having FamBear’s prior written consent.
10. Control of the Site
FamBear has the sole right to determine the content, appearance, design, functionality and all other aspects of the Site, including, without limitation, all content provided in connection with the Services provided by Service Professional through the Site. FamBear intends to use one set of content for each item purchased through the Site. FamBear may suspend any Service listing or display of Content or refuse to list any Services in its sole discretion and FamBear may require Service Professional to exclude any Services from the Site. If FamBear requests that Service Professional remove Services from the Site, Service Professional will make commercially reasonable e¬fforts to remove those Services by unpublishing or retiring such Services through the Service Professional Portal within twenty four (24) hours of such request so such Services no longer appear for offering on the Site and Service Professional will not include such removed Services on the Site at any time unless the inclusion of such Service is specifically authorized by FamBear in writing. FamBear will have sole control of any marketing of any Services on the Site.
11. Confidentiality and Privacy
- 11.1 Definition: “Confidential Information” shall mean any information disclosed by one party to this Agreement in connection with this Agreement to the other. The terms and conditions of this Agreement shall be considered Confidential Information, including, without limitation:
- a. all trade secrets;
- b. existing or contemplated services, designs, technology, processes, technical data, techniques, methodologies, concepts, strategy and any information related thereto;
- c. transaction Information, all payment card data and all tax codes of the Site;
- d. Customer lists and Customer information
- 11.2 Exclusions
- a. Confidential Information shall exclude information that:
- i. was independently developed by the Service Professional without any use of the FamBear’s Confidential Information or by the Service Professional’s employees or other agents (or independent contractors hired by the Service Professional) who have not been exposed to the FamBear’s Confidential Information;
- ii. becomes known to the Service Professional, without restriction, from a source other than the FamBear without breach of this Agreement and that had a right to disclose it;
- iii. was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Service Professional; or
- iv. was rightfully known to the Service Professional, without restriction, at the time of disclosure
- 11.3 During the term of this Agreement, Service Professional access to Confidential Information belonging to FamBear, Customers, its suppliers and other, Service Professional shall not violate any privacy policies of FamBear and relevant laws. The Service Professional shall treat as confidential all of the Confidential Information and shall not disclose such Confidential Information to a third party except as expressly permitted under this Agreement. Without limiting the foregoing, Service Professional shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Confidential Information. Service Professional agrees to not disclose any confidential information to FamBear’s competitors.
12. Reporting and Audits
- 12.1 Service Professional will, within a reasonable period of time, not to exceed thirty (30) days, following request from FamBear, make commercially reasonable e¬fforts to provide FamBear with any reports, information or other documentation relating to Service Professional’s compliance with this Agreement and applicable Law reasonably requested by FamBear; provided, however, that in the event that FamBear requests that Service Professional provide FamBear with copies of reports that Service Professional was required to file with any regulatory agency, Service Professional will provide such reports within seven (7) days of FamBear's written request.
- 12.2 Upon FamBear’s request, Service Professional will provide FamBear with written certification from an officer of Service Professional stating that Service Professional has complied with any of Service Professional’s obligations under this Agreement, including, for example and without limitation, compliance with the requirement of the relevant laws.
- 13.1 Neither FamBear nor its affiliates, officers, directors, licensors, suppliers, employees or agents make any representations or warrants, express or implied, that the Site, FamBear, any Service Professional Portal, services provided by FamBear or any service provider, or software used to provide the Services will be uninterrupted, timely, secure, virus-free or error-free, and Service Professional agrees that FamBear will not be liable for the consequences of any interruptions or errors, including without limitation, system or software failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions.
- 13.2 Neither FamBear nor its affiliates, officers, directors, licensors, suppliers, employees or agents make any representations or warrants, express or implied, to Service Professional with respect to the purchasing of Service Professional’ s Services through the Site pursuant to this Agreement, and all such services provided by FamBear are provided on an “as-is” and “as-available” basis.
- 13.3 FamBear shall not have any responsibilities and liabilities of any Losses, fraud or violation arising out of the Customers’ actions or any causes between Service Professional and Customers. FamBear may or may not pre-screen Customers and or the Content or information provided by Customers.
14. Term and Termination
- 14.1 This Agreement starts to bind the parties when Service Professional registers on the Site and continues until terminated by a party.
- 14.2 Service Professional may not assign this Agreement, or any of its respective rights or obligations hereunder, without the prior written consent of FamBear. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors and permitted assigns. Any assignment or assumption without FamBear’s prior written consent will be null and void. Any Services are proceeded by Service Professional’s assignees are deemed to be the act of Service Professional and Service Professional is fully responsibility and liable to any kind of such proceed.
- 14.3 Service Professional may terminate this agreement for any reason by notifying FamBear as then specified in the Site. FamBear may terminate this agreement for any reason by notifying Service Professional.
- 14.4 Upon termination, any rights or obligations of a party with respect to any outstanding service transaction (including fulfillment and handle the customer service issues) will survive until completed. Any termination of this agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or customer service obligations in connection with the Services hereunder, will survive termination of this Agreement. Upon termination, FamBear may require Service Professional to maintain its Funds to cover any amounts Service Professional does or may owe FamBear, including to cover amounts Service Professional will owe FamBear for Customer claims and Chargebacks.
- 15.1 Upon this Agreement, Service Professional agree to defend, indemnify and hold FamBear, its affiliates, its licensors, and each of their owners, officers, directors, other users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
- a. your violation or breach of any term of this Agreement or any FamBear policy or any applicable law or regulation, whether or not referenced herein;
- b. death, illness, personal injury, or property damage arising out of or resulting in any way from any actual or alleged defect in a Service;
- c. any act or omission of the Service Professional, its agents, employees, or subcontractors relating to the Services they provide;
- d. any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a non-party related to a Services, Service Professional Information, or Service Professional Mark
- 15.2 If FamBear seeks indemnification from a Covered Claim, FamBear may provide Service Professional reasonably prompt notice of that claim. If FamBear sends Service Professional a notice of a Covered Claim, Service Professional shall respond reasonably promptly to FamBear’s request, and shall select counsel reasonably acceptable to FamBear to handle the Covered Claim. A FamBear Party may also hire counsel at its own expense to participate in the defense of a Covered Claim. Service Professional shall not bind a FamBear Party in a settlement of a Covered Claim without that FamBear Party’s prior written consent.
FamBear may amend the terms of this Agreement (including without limitation, any Annexures hereto) from time to time and will either post such amendments to the Service Professional Portal (“Amendment Notice”). If Service Professional objects to any amendment to the terms of this Agreement (including any Annexure hereto), Service Professional should terminate this Agreement. If Service Professional continues to use the Site after the effective date of any amendment, Service Professional will be deemed to have agreed to and accepted any modifications set forth in the amendment.
Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
If any provision of the Terms shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from the Terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction
19. Interpretation and Governing Law.
This Agreement and any interpretation or requirements made under the terms of this Agreement shall be governed in accordance with the laws of the Kingdom of Thailand.
I HAVE READ THE AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP”, “JOIN NOW”, “LOG IN”, “CONFIRM BOOKING”, “SEND MESSAGE”,” CONTACT US VIA SOCIAL MEDIA PLATFORMS”, “LINE”, “WHATSAPP”, “FACEBOOK”, “INSTAGRAM”, “EMAIL”, “PHONE”, “CHAT”, OR “ACCEPT” BUTTON DURING USING THE SITE, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.
IN WITNESS WHEREOF, the parties have read and fully understood therein and hereunder subscribed their signatures in the presence of witnesses as of the date written below.
|Company: Fambear Company Limited|| ||Witness
|_________________________________ || ________________|| ||_________________________________|| ________________
|Name: Ms. Dipika Ratnaphat|| Date|| ||Name:|| Date|
|Service Professional Agreement|| ||Witness
|_________________________________ || ________________|| ||_________________________________|| ________________
|Name:|| Date|| ||Name:|| Date|