THOUGHT LEADERSHIP CIRCLE PARTICIPANT AGREEMENT
This Participant Agreement (“Agreement”) applies to the Services (as defined below) offered to the person(s)/business(es) participating in the Thought Leadership Circle program (“Participant” or “Student”) and made available by Anna Vatuone with an office at 10 Post Office Square, Suite 800, South Boston, MA 02109 (“Thought Leadership Circle” and together with Participant, the “Parties”).
WHEREAS the Thought Leadership Circle is an eight-week program that organizes a schedule of classes and sessions (collectively “Sessions”) with Anna Vatuone (“Anna Vatuone”). Anna Vatuone will teach and provide advice and guidance regarding success in the development of Participant’s content. She also leads breakout Sessions in the Thought Leadership Circle program and facilitates discussions with the Students (“Services”) and
WHEREAS the Participant wishes to engage the Thought Leadership Circle for such Services and Sessions and understands that Anna Vatuone is not a life coach, licensed therapist, psychologist, or psychiatrist. Participant understands that coaching/mentoring does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association; understands that coaching/mentoring is not a substitute for counseling, psychotherapy, psychoanalysis, mental health care, or substance abuse treatment and will not use it in place of any form of diagnosis, treatment or therapy.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
1. Term
The term of this Agreement shall commence as of the date Participant ticks “agree” on a form mentioning these Terms and Conditions and shall remain in force until terminated by either party pursuant to the provisions of Section 8.
2. Payment
2.1. In full consideration for the Services and Sessions provided under this Agreement, Participant hereby agrees to pay Thought Leadership Circle a fee (the “Fee”) set by Anna Vatuone, prior to agreement. The Fee is one payment of one thousand eight hundred and ninety-nine dollars ($1,899) or six (6) monthly payments of three hundred and fifty dollars ($350).
Thought Leadership Circle reserves the right to apply a discount or 'scholarship' towards the Fee. If a discount is provided and Participant breaches any of the Rules listed in Section 3.1, Thought Leadership Circle reserves the right to revoke such discount and charge Participant the full fee.
Payment for all coaching Sessions is due at the end of each Session unless other previous arrangements have been agreed to and made. Participant’s deposit is non-refundable even if s/he discontinues coaching/mentoring.
2.2. All travel-related expenses, including but not limited to, airfare, hotel lodging, and transportation, are the sole responsibility of the Participant.
3. Participant Obligations and License Grant
3.1. All officers, employees, consultants, or agents of the Participant, while attending the Sessions, shall comply with the following rules (the “Rules”):
(a) follow instructions, directions, procedures, and policies of Thought Leadership Circle;
(b) attend and arrive promptly to all Sessions;
(c) behave in a respectful manner to not poorly reflect on Thought Leadership Circle;
(d) remain fully engaged and attentively participate in all Sessions;
(e) understand that between Sessions, the Participant will be able to communicate briefly with Anna Vatuone at his/her direction. This communication can be by text, email, or phone call to ask questions or receive feedback on session materials or homework;
(f) understand that if s/he arrives late for his/her Session, the original ending time for the Session will be observed;
(g) understand that if s/he must reschedule or cancel a Session, s/he must give notice of at least twelve (12) hours or s/he will be charged the full fee for the session and
h) have fun!
3.2. Thought Leadership Circle reserves the right to exclude Participant from any Sessions if Participant breaches any provision of this Agreement.
3.3. Participant hereby grants Thought Leadership Circle a non-exclusive, perpetual, license to use Participant’s documentation, logos, marks, and trademarks (“Participant Materials”) to create documentation, promotional material, pitches to sponsors, and any other promotional materials, including but not limited to the web and social media, (“Session Materials”). Thought Leadership Circle shall have the right to photograph and record video and/or audio of the employees of Participant attending the Sessions and make commercial use of such photographs and recordings.
4. Participant’s Representations and Warranties
4.1. Participant represents, warrants, and covenants that there exists no agreement or restriction which would interfere with or prevent Participant from entering this Agreement.
4.2. Participant represents, warrants, and covenants that the Participant Materials, and their receipt and use by Thought Leadership Circle will not infringe upon, misappropriate or violate any patent, copyright, trademark (and any goodwill associated therewith), trade secret, moral rights or other proprietary rights of any third party.
5. Indemnification in Connection with Injuries to Persons or Damage to Property
5.1. Participant party shall indemnify and hold harmless Thought Leadership Circle, its affiliates, directors, officers, employees and agents (collectively, the “Indemnitee”) against and from any and all suits, actions, proceedings at law or in equity, claims (groundless or otherwise), demands, liabilities, losses, damages, judgments, payments, deficiencies, settlements, penalties, fines, fees, economic losses, costs and any other expenses, (including, but not limited to, fees and disbursements of counsel selected by Thought Leadership Cricle) (whether incurred in a third party action, or in an action brought by either party against the other to enforce its rights under this Agreement), (collectively, “Liabilities”) arising out of or incurred in connection with bodily injury (including death) to any person, damage to the property, or interest of any person, firm, or corporation to the extent that such injury or damage shall have been occasioned by, shall have resulted from, or shall in any way be attributable to the willful or negligent acts or omissions of Participant, its affiliates, officers, directors, employees, agents or subcontractors in any way related to this Agreement.
5.2. Notwithstanding anything in this Agreement to the contrary, Participant hereby agrees to indemnify, defend and hold harmless Thought Leadership Circle, its affiliates, and its and their respective officers, directors, employees, and agents from and against all Liabilities which are asserted against, incurred or suffered by Thought Leadership Circle and which arise directly or indirectly out of, or in connection with:
(a) the violation of any applicable law by Participant, and/or its officers, directors, employees, agents, and/or other representatives;
(b) the breach by Thought Leadership Circle, and/or its officers, directors, employees, agents, and/or other representatives of any covenant, condition, warranty, or representation contained in this Agreement; or
(c) the gross negligence, or willful or wanton misconduct of Participant, and/or its officers, directors, employees, agents, and/or other representatives.
6. Confidentiality
6.1. “Confidential Information” means the terms and conditions of this Agreement and any information conveyed to Participant, orally or in writing, by Thought Leadership Circle, pursuant hereto, but shall not include information which becomes generally available to the public through no act or omission by Participant. Participant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not discuss, reveal, or disclose the Confidential Information to any other person or entity, or use any Confidential Information for any purpose other than as contemplated hereby, in each case, without the prior written consent of Thought Leadership Circle. Participant agrees to use best efforts (and in no event less rigorous than Participant takes with respect to its own proprietary and confidential information) to prevent unauthorized or inadvertent disclosure of the Confidential Information.
6.2. Participant will, at the request of Thought Leadership Circle, during the term of this Agreement or thereafter, promptly return all Confidential Information held or used by Participant in whatever form or promptly destroy all such Confidential Information, including all copies thereof, and those portions of all documents that incorporate such Confidential Information.
6.3. Ms. Vatuone will hold Participant’s information confidential unless Participant states otherwise, in writing, except as required by law.
7. Privacy
7.1. Thought Leadership Circle is committed to safeguarding the privacy of Thought Leadership Circle’s Participants, sponsors, and partners. However, certain topics may be anonymously and hypothetically shared with other coaching professionals for training OR consultation purposes.
7.2. Thought Leadership Circle may disclose Participant’s personal data to one or more selected third-party suppliers of goods and services identified as its partners for the purpose of enabling them to contact Participants so that they can offer, market, and sell to them relevant goods and/or services.
7.3.Thought Leadership Circle is granted permission and consent to the rights of Participant’s image, likeness, and sound of voice as recorded on audio or videotape without payment or any other consideration. Participant understands that its image may be edited, copied, exhibited, published, or distributed and waives the right to inspect or approve the finished product wherein their likeness appears. Additionally, Participant waives any right to royalties or other compensation arising or related to the use of their image or recording. Participant also understands that this material may be used in diverse educational settings within an unrestricted geographic area.
Photographic, audio, or video recordings may be used for the following purposes:
• marketing material
• promotional or educational videos
• online promotion, including Thought Leadership Circle (www.annavatuone.com), Facebook, Instagram, Meetup, and other websites.
By agreeing to this release, the Participant understands this permission signifies that photographic or video recordings of them may be electronically displayed via the Internet or in the public educational setting.
There is no time limit on the validity of this release nor is there any geographic limitation on where these materials may be distributed.
This release applies to photographic, audio, or video recordings collected as part of the Thought Leadership Circle activity that the Participant signed up and/or participated in. This authorization is revocable under the laws of the European Union’s General Data Protection Regulation (GDPR).
8. Termination
8.1. Thought Leadership Circle may terminate this Agreement at any time upon three (3) days’ notice.
8.2. Thought Leadership Circle may terminate this Agreement (i) upon Participant’s breach of this Agreement and failure to cure such breach upon five (5) business days prior written notice by Thought Leadership Circle, or (ii) upon Participant’s material breach of this Agreement which cannot be reasonably be cured.
8.3. The Participant may terminate this agreement at any time upon three (3) days’ notice. In case the Participant paid a Fee to participate to the Program, this termination would require the forfeiture of the program tuition and non-reimbursement on the Fee.
9. Limitation of Liability
EXCEPT AS SET FORTH IN SECTIONS 5 AND 6, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, USE, OR COST OF SUBSTITUTE SERVICE OR PROCUREMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. EXCEPT AS SET FORTH IN SECTIONS 5 AND 6, NEITHER PARTY’S TOTAL LIABILITY HEREUNDER WILL IN ANY EVENT EXCEED THE AMOUNT OF THE FEES PAID OR TO BE PAID PURSUANT TO THIS AGREEMENT.
10. General
10.1. Relationship Between the Parties. Participant is an independent contractor; there is no joint venture, partnership, agency, or fiduciary relationship existing between the Parties and the Parties do not intend to create any such relationship by this Agreement. Neither Party shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein.
10.2. Use of Name. Participant and its employees, agents and representatives will not, without Thought Leadership Circle’s prior written consent in each instance, use in advertising, publicity, or other promotional endeavors, the name of Thought Leadership Circle or any of Thought Leadership Circle’s affiliates, or any officer or employee of Thought Leadership Circle, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Thought Leadership Circle or its affiliates; or represent, directly or indirectly, that any product or service provided by Participant has been approved or endorsed by Participant, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Participant’s prospective customers.
10.3. Force Majeure. Thought Leadership Circle shall not be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of Thought Leadership Circle.
10.4. Governing Law. This Agreement, its subject matter, and the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to principles regarding conflicts of law.
10.5. Modification, Amendment and Waiver; Benefit. There are no understandings, agreements, or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled, or waived in whole or in part, except by a writing executed by both parties. This Agreement will inure to the benefit of Hotel, Vendor, and the successors and permitted assigns of each.
10.6. Assignment. Thought Leadership Circle may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Participant to any (i) subsidiary or affiliate of Thought Leadership Circle, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all its assets. Participant shall not assign this Agreement, and/or any rights and/or obligations hereunder without Thought Leadership Circle’s prior written consent. Any attempted assignment in violation of this Section 10.6 shall be void ab initio.
10.7. Authority. Both Thought Leadership Circle and Participant have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.