This Agreement governs your participation as a ‘Program Facilitator.’
Article 1 - DEFINITIONS; PROGRAM DETAILS:
A) The parties to this Agreement are defined as follows:
I) "Program Provider,” "us,” "we,” “our, “Licensor,” “NOWTG”: Program Provider, as the creator and operator of the Program, is responsible for providing the Program to Licensee. Program Provider, us, we, our, ours, and other first-person pronouns will refer to the Program Provider, as well as, if applicable, all employees, agents, and affiliates of the Program Provider.
II) "You,” "Licensee”: You, as the Program Facilitator, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as Facilitator or Licensee. If you are an employer/company, then these terms include your employees.
III) "Parties": Collectively, the parties to this Agreement (Program Provider and you) will be referred to as "Parties" and individually as "Party.”
B) The Program details are as follows:
I) Program Name: "Beyond the Bra" Facilitator Program
II) Program Description:
You will guide attendees through the fun, interactive NOWTG experience. You will facilitate discussions, lead activities, and stream the accompanying videos that feature our team of expert healthcare providers and breast cancer survivors. You will help educate and inspire attendees to take action towards their breast health.
We created a Facilitator guide and a portal of videos that feature content from our expert healthcare providers and breast cancer survivors, who truly bring the NOWTG event to life.
Through a series of training videos, accessed online, you will use the information provided by the healthcare provider and breast cancer survivors to initiate discussion, engage in activities, and share practical tools with your attendees.
You will be in charge of creating a welcoming, fun environment for your attendees and using the NOWTG Licensee Facilitator Guide, videos and the provided materials to lead discussion and easy-to-implement activities that make the NOWTG experience so unique.
III) Total Fees ("Fees"): $500 Initial Setup, plus $65/monthly administrative License Fee (1-year commitment). Monthly License Fees will be automatically charged to your credit card account on file and are subject to change from time to time, upon Licensor’s reasonable prior notice.
IV) Program Location:
LOCATION ADDRESS: Facilitator determines location, whether in-person or online. You have flexibility with how you want to present the Program.
For in-person events, we suggest you use a well-lit, comfortable room with ample seating, and provide (at your expense) light refreshments and beverages. You should also provide all necessary equipment, and be comfortable using technology tools.
If you serve alcoholic beverages, you agree to our Alcohol Policy attached as Exhibit “B.”
V) Date & Time:
Program Date: at Facilitator’s discretion (we suggest holding a monthly event, or at least twice a year)
Program Time: Facilitator determines the time(s) best suited for attendees
Article 2 - ACCEPTANCE:
By attending or participating in the Program as a Facilitator, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. Program Provider only agrees to provide the Program to you if you acknowledge your acceptance to this Agreement.
Article 3 - REFUNDS:
Our refund policy is explained in Article 13 below (regarding Termination).
Article 4 – LIMITED LICENSE TO ACCESS AND USE MATERIALS:
We may provide you with certain information, documents, writings, graphics, or any combination of the above (the "Materials") as a result of your participation in the Program. Program Provider developed the Materials. Subject to, and except as this Agreement otherwise expressly permits:
- We grant you a non-exclusive, limited, non-transferable, and revocable license to use the Materials solely in connection with your participation in the Program as a Facilitator.
- You may not use the Materials for any other purpose without Licensor’s express prior consent.
- You may not share with, or sell the Materials to, others.
- You may not post the Materials online.
- You shall solely and exclusively use the Materials for “Beyond the Bra” Program event.
Without expanding your rights or limiting your obligations under this Agreement, you are not permitted to create any social media accounts, pages, or groups without Licensor’s consent (which may be withheld in Licensor’s sole discretion).
Article 5 - PROGRAM TERMS:
We do not offer any promises or guarantees with regard to our Program or Materials. You hereby acknowledge and agree:
A) You are solely and exclusively responsible for the choices that you make with regard to this Program, the Materials contained within it, or any significant changes to your business or life;
B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Program;
D) This Program does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.
E) As a condition for attending/participating in the Program, each of your attendees shall execute and deliver to Program Provider its "Waiver and Release" in the form attached as Exhibit "A.” You shall cause each attendee to execute and deliver such Waiver and Release to Program Provider, on or before each Program event.
F) Solely to assist you, we may suggest tools, vendors, and/or services (such as merchant services, CRMs for customer relationship management, video conferencing). You acknowledge that we provide these suggestions solely to help you present the Program. These suggestions are neither endorsements nor mandatory, and you will exercise your own due diligence and independent judgment in using/hiring any such tool, vendor, or service.
G) You will not make any audio, video, or photographic recordings of the Program, whether held in person or virtual, without the express prior consent of Program Provider.
H) Program Provider may provide a Facilitator Guide or other manual, rules, and/or procedures related to your role as a Facilitator, which may be subject to change at Program Provider’s reasonable discretion and notice, and you agree to follow and abide by any such guides or rules. The Facilitator Guide and all other such documents are hereby incorporated into this Agreement by reference and made a part hereof.
Article 6 - MEDIA RELEASE:
You acknowledge and agree that during the Program, you may be subject to photographs, video, sound recordings, or other media captures of your face, name, voice, or likeness. In consideration for your participation in the Program, you hereby and irrevocably consent to the use, publication, distribution, broadcasting, reproduction, live-streaming, editing, recording, posting, copyrighting, licensing, digitization, and/or re-release of the Released Media (as defined below), by the Program Provider, as well as any employees, affiliates, associates, representatives, or agents (collectively referred to as the "Release Receiver") for any legal reason or purpose, including but not limited to social media, commercial products, education, materials, video footage, sales, marketing, or any other medium in any form that has been or will be invented.
"Released Media" includes, but is not limited to, all photographs, videos, sound recordings, paintings, sculptures, and all other media currently known or hereinafter developed, captured of you or your likeness during the Program by the Release Receiver.
You hereby release the Release Receiver from any and all claims and demands arising out of or in connection with any use of the Released Media, including, without limitation, claims for privacy violations, right of publicity claims, defamation and/or any other intellectual property rights. You claim no ownership of the Released Media and forego any opportunity, whether past or present, to copyright or trademark the Released Media.
You give consent to the use of this Released Media while knowing and understanding that your name, comments, and other identifying factors may be revealed to the general public. However, the Release Receiver may not make known to any party in any medium your known or previously known location, email or physical address, or any other contact details, such as phone number.
Article 7 - INTELLECTUAL PROPERTY:
You agree that the Materials, the Program, any online properties belonging to the Program Provider (such as websites, social media pages, etc.), and any other such created intellectual property is the property of the Program Provider, including all copyrights, trademarks, trade secrets, patents, and any other intellectual property ("Provider IP"). You agree that the Program Provider owns all right, title, and interest in and to the Provider IP and that you will not use the Provider IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Provider IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without express written permission from the Program Provider.
Article 8 - PAYMENT & FEES:
Payment of the Initial Setup Fee and first month’s License Fee are due in full upon signing this Agreement. The monthly License Fee will be due in full every 30 days thereafter (or on such other date which Licensor may designate).
Article 9 - ACCEPTABLE USE:
You agree not to:
A) Harass, abuse, or threaten others or otherwise violate any person's legal rights;
B) Violate any intellectual property rights of the Program Provider or any third party;
C) Perpetrate any fraud;
D) Engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
E) Publish or distribute any obscene or defamatory material;
F) Publish or distribute any material that incites violence, hate, or discrimination towards any group;
G) Unlawfully gather information about others.
Article 10 - AFFILIATE MARKETING & ADVERTISING:
You understand, acknowledge, and agree that we may engage in affiliate marketing whereby we receive a commission on or percentage of the sale of goods or services in conjunction with the Program or your access to our Materials (including through computer or other device ‘hyperlinks’). We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation.
Article 11 - NO LIABILITY:
The Program is provided for informational purposes only. You acknowledge and agree that any information received by you as a result of or through the Program, or in the Materials, is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Program is at your own risk. We do not assume responsibility or liability for any advice or other information given in the Program.
Article 12 - INDEMNIFICATION:
You agree to indemnify, defend and hold harmless the Program Provider, its employees, agents, and affiliates from and against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your participation in the Program, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.
Article 13 - TERM, TERMINATION & SUSPENSION:
The Term of this Agreement shall be for 1 year and shall automatically renew (unless either Party terminates this Agreement upon at least 30 days prior notice to the other).
We may terminate this Agreement with you at any time for any reason, with or without cause.
If we do terminate this Agreement without cause, any funds paid will be refunded.
We specifically reserve the right to terminate this Agreement “for cause” (for example, if you violate any of the terms outlined in this Agreement, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material). Furthermore, if we terminate this Agreement for cause, you shall not be entitled to any refund (and such 'non-refund' is in addition to, and not in limitation of, all of our other rights and remedies (at law, equity or otherwise), none of which are waived.
Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
Article 14 - NO WARRANTIES:
YOU AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR SOLE AND EXCLUSIVE RISK AND THAT ANY SERVICES PROVIDED BY US ARE ON AN "AS IS, WHERE IS" BASIS. WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY. WE MAKE NO WARRANTIES THAT THE PROGRAM WILL MEET YOUR NEEDS. WE ALSO MAKE NO WARRANTIES AS TO THE RELIABILITY OR ACCURACY OF ANY INFORMATION IN THE PROGRAM. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, OR AS A RESULT OF LOSS FROM YOUR PARTICIPATION IN THE PROGRAM, IS YOUR SOLE RESPONSIBILITY AND THAT WE ARE NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
Article 15 - LIMITATION ON LIABILITY:
We are not liable for any damages that may occur to you as a result of your participation in the Program, to the fullest extent permitted by law. The maximum liability of Program Provider arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
Article 16 – RELATIONSHIP OF THE PARTIES:
The relationship of Program Provider and Facilitator shall be solely that of a licensor and licensee and nothing herein contained shall be construed to constitute Program Provider and Facilitator as landlord and tenant, employer and employee, partners, joint venturers, or any other relationship whatsoever. Each Party shall be solely responsible for the payment of any and all taxes levied on its income arising directly or indirectly from the efforts of the Parties under this Agreement.
Article 17 - GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Program, you agree that the laws of Colorado shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Douglas County, Colorado. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Douglas County, Colorado. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the state of Colorado. Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitration claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased, or otherwise transferred by Program Provider, the rights and liabilities of Program Provider will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any provision of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining provisions will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, pandemics, epidemics, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: email@example.com. You may also find us at the following web address: https://nightoutwiththegirls.com/.
J) NOTICES: Notices shall be in writing to the Party’s respective address set forth elsewhere in this Agreement. Notices shall be given by hand delivery, by nationally-recognized overnight courier (e.g., FedEx), by U.S. Postal Service (certified or registered mail, return receipt requested), or by e-mail.
Article 18 - FEEDBACK, COMMENTS, QUESTIONS:
We welcome comments, questions, input, and feedback regarding the Program Provider and its Facilitators. We may provide comment cards, questionnaires, and/or surveys for that purpose.
Article 19 - OUR MARKETING:
We may contact and market to all attendees, whether in person, in writing, online, electronically, or otherwise. We may, at our expense, prepare, provide and distribute marketing and other materials, such as brochures, pamphlets, flyers, advertisements, handouts, resumes, business cards, and links to our website and other programs, and products.
Intending to be legally bound, the Parties have entered into this Agreement as of the Effective Date.