Effective date: July 12, 2020
This Services Agreement (the “Agreement”) is made by and between Anthrolitics Institute Inc. (“Company”), a California Corporation; and the entity that will pay for the services under this Agreement (“Sponsor”). This Agreement is effective as of the latest date of registration for services (the “Effective Date”) on Anthrolitics.com (“Site”).
Background. Company is in the business of providing leadership development training, and coaching services. Sponsor wishes to gain access to certain of such offerings for one or more individuals (“Client” or “Clients”). Company will appoint a direct contact (“Coach”) to Client. Neither Coach nor Client may be replaced without the written agreement of Company and Sponsor.
Services & Fees. The sponsor would like to retain Company to perform the services, with correlating fees, listed in the offer they registered for via the Site for the Client(s) listed therein or via a subsequent email notification.
For coaching services, Sponsor is purchasing a subscription for an option, not an obligation, to consume a fixed capacity of time and space that is set aside for Client(s) each month. At the end of that month, the option is considered consumed and no longer available. Subscription fees are charged on the first of each month for the current month. Sponsor agrees to reimburse Company for any Company-incurred expenses associated with failed or returned payments, including undepositable checks, NSF checks, and miskeyed credit card or bank accounts.
Additionally, all other expenses incurred by any party to this Agreement in connection with this transaction, including but not limited to legal expenses, income taxes, and the cost of any investigation the parties may make or may have made, shall be borne by the party incurring such expenses whether or not the transaction contemplated by this Agreement is consummated.
Additional Costs or Engagements. Books, materials, offsites, trainings, and other similar events and expenses can be approved by Sponsor via email and included under the terms of this Agreement.
Coaching Sessions, if applicable.
- Procedure. Whether meeting by phone or video (“Appointment”), Client will initiate all scheduled Appointments at the appointed time. If Client initiates the Appointment more than fifteen (15) minutes after the appointed time, the appointed time will be forfeited by Client(s).
- Canceling and Rescheduling Appointments. It is Client’s responsibility to notify Coach of the need to cancel an Appointment at least forty-eight (48) hours in advance of the appointed time so that Coach can attempt in good faith to reschedule the missed Appointment in the same calendar month. Unless it is the fault of the Coach that an appointment is missed or unable to be scheduled, then Sponsor remains liable for all contracted sessions each month whether attended or not. While a session missed at the very end of the month may be rescheduled in the subsequent month, unused sessions do not carry over from one month to another.
Term & Termination. This Agreement shall commence on the date hereof and either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Fees are not prorated for partial months of work – notice given after the 5th day of a month will be considered effective on the 1st of the following month. Upon any termination of this Agreement all fees accrued become due and payable. The parties’ rights and obligations under the following sections shall survive any termination of this Agreement: Term and Termination, Intellectual Property, Confidentiality, Publicity, Disclaimer, Non-Solicitation of Staff, and General Contract Provisions.
Intellectual Property. Unless the parties expressly agree otherwise in writing, all materials and content used or created by any party in connection with the delivery of Services are that party’s intellectual property and may be used by another party to this Agreement solely internally and for the limited purposes identified in such written agreement. No party shall reproduce, reuse, or distribute any other party’s materials or content without prior written consent.
Confidentiality. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is either provided in writing and marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes all information disclosed by Sponsor or Client in connection with participation in any services.. In the event that Client and Sponsor are distinct parties (for example, CEO is Client, and Board is Sponsor) even if a single individual has signed this agreement on behalf of both, Confidential Information disclosed by Client and received by Company shall not be disclosed to Sponsor; likewise Confidential Information disclosed by Sponsor and received by Company shall not be disclosed to Client. In addition, Confidential Information includes the terms and conditions of this Agreement, business and marketing plans, customer lists or customer information, technology and technical information, business processes, and product designs. In all events, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this section, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
The limited exceptions to disclosure of Confidential Information include a valid court order or subpoena or other legal requirement; when reporting is mandated as in instances of child abuse or neglect; or when there is a danger to self or others.
Disclaimer. Sponsor, Client, and Sponsor’s employees and guests are responsible for their own physical, mental and emotional well-being, decisions, choices, actions, and results. As such, Sponsor agrees that neither Company nor Coach are or will be liable for any actions or inaction, or for any direct or indirect result of any services provided by Company or Coach. Sponsor understands coaching is not therapy and does not substitute for therapy and does not prevent, cure, or treat any mental disorder or medical disease, and that coaching is not to be used as a substitute for professional advice by legal, mental, medical,
Assignment. Company may transfer or assign any or all of its rights and obligations under this Agreement to a successor to the Company, to assigned coach or Coach (whether a natural person or via a legal entity, and regardless of whether said Coach is named in this Agreement), or another designated party, at any time. In that case, the transferee or assignee shall enjoy and undertake the same rights and obligations herein of Company as if the transferee or assignee is the Company hereunder. When Company transfers or assigns the rights and obligations under this Agreement, at the request of Company, the transferee or assignee shall execute the relevant agreements and/or documents with respect to such transfer or assignment. No other party to this Agreement shall assign any of its rights or obligations hereunder without Company’s prior written consent.
Limitation of Liability. Any party’s entire liability shall be limited to money damages in an amount equal to the lesser of (a) actual direct damages, or (b) the total monies received from Sponsor by Company over the last twelve (12) calendar months preceding the date of any dispute. For non-USD transactions, monies received will be calculated as the USD equivalent value of the currency or payment type as of the original date of the invoices over the last twelve (12) calendar months preceding the date of any dispute. In no event will any party to this Agreement be liable for any special, indirect, incidental, or consequential damages, including loss of business or prospective business, or any other commercial or economic loss, even if that party had been advised of the possibility of such damages. However, no party’s liability for damages shall be limited in a breach of any confidentiality obligation owed by the Receiving Party to the Disclosing Party.
Indemnification. The parties hereto hereby agree that each shall indemnify, defend, and hold harmless the other against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney’s fees that the other party shall incur or suffer, which arise, result from, or relate to any breach of, or failure by, any party to perform any representation, warranty, or agreement in this Agreement or in any certificate, exhibit, or other instrument furnished or to be furnished by any party under this Agreement; except no party hereto shall indemnify the other’s gross negligence or willful misconduct.
No Warranty. ANY OFFER, INCLUDING BUT NOT LIMITED TO, TRAINING, COACHING, OR CONSULTING IS OFFERED AND/OR DISTRIBUTED IN THE HOPE THAT IT WILL BE USEFUL, BUT WITHOUT ANY WARRANTY. IT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OFFER IS WITH SPONSOR.
Independent Contractor Status & Liability. Some Company coaches are vendors or independent contractors, and their coaching techniques, methods, and instructions are determined and executed by the coach. Company recommends that its vendor or independent contractor Coaches carry appropriate liability insurance, but even if they do not, all liability shall be first placed on the Coach under all circumstances.
General Contract Provisions. The validity and construction of this Agreement shall be governed by the laws of the State of California, excluding the conflicts-of-laws principles thereof. This Agreement states the entire agreement and understanding of the parties on the subject matter of this Agreement and supersedes all previous agreements, arrangements, communications, and understandings relating to that subject matter. This Agreement may be amended, modified, superseded, or canceled, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. The provisions of this Agreement are severable. If any provision of this Agreement, or portion thereof, is held to be invalid, illegal, or unenforceable, such provision, or portion thereof, shall be deemed severed from this Agreement and the balance of this Agreement shall remain in full force and effect. Each party hereby irrevocably and unconditionally agrees that any controversy or claim that cannot be resolved by the parties through good faith negotiation, or with the assistance of a mediator, shall be settled by arbitration administered by a single arbitrator shall chosen from the roster of arbitrators at JAMS Mediation, Arbitration and ADR Services (“JAMS”) in San Francisco, California. If the parties cannot agree upon an arbitrator, JAMS’s scheduling clerk shall arbitrarily choose the arbitrator from JAMS’s roster. Such arbitration shall be conducted pursuant to the California Arbitration Act, unless amended by agreement of the parties. The arbitrator shall tailor the procedure for such arbitration to be commensurate with the size and importance of the dispute. Costs of any arbitration shall be paid equally by the parties, and either party’s failure to pay their portion of such costs shall be grounds for entry of judgment against them. The prevailing party as determined by the arbitrator shall be entitled to award of its reasonable costs and attorney fees. This Agreement may be executed by facsimile and in counterparts.