Social Media Manager Bootcamp Agreement - Beta Program
This Coaching Agreement (“Agreement”) is entered into by and between you (“Client” / “You” / “Your”) and Vine & Branch Media, LLC (“Coach” / “We” / “Us” / “Our”), a Florida limited liability company with an address of 1801 Polk St. #220401 (collectively, “Parties”). The Agreement is entered into and is made effective as of the date the first course payment is made (“Effective Date”), and shall remain in effect until the course is completed.
Client understands that the Social Media Manager Bootcamp is currently in the beta stage, and that Coach has not finalized the exact structure, content, schedule and manner of conducting the program.
Client acknowledges and agrees that by executing this Agreement and making payment on the checkout page, Client is signing up as a beta tester of this brand new service still in development, which is being offered to Client’s group at a highly reduced fee in exchange for feedback, participation and assistance with the development of the structure and content of the program. Client expressly acknowledges that, because this is a beta program, the structure of the coaching and all associated homework, session schedules, manner of meeting and other details may change and evolve as feedback is provided and information is gathered from all participants.
Taking part in this beta program is a cooperative process between Client and Coach. Client agrees to participate and provide Coach with feedback, and Coach agrees to listen to Client’s questions, concerns and suggestions for improving the group coaching experience.
Course Fees and Payment: The course fee is as noted on the checkout page.
Refund Policy. The Course Fees charged under this Agreement are non-refundable, and refunds will be given after Coach has commenced work pursuant to this Agreement.
Coach’s Responsibility: Coach is fully committed to supporting the client in achieving client’s desired outcomes and having each session be meaningful and productive.
Coach will not offer advice in any area in which Coach is not qualified, and will, upon request, assist Client in finding a trained or licensed professional for any matter that is outside Coach’s scope of expertise.
Client’s Responsibility:
In an effort to get the most out of the course, Client certifies that he/she is motivated and committed to taking action on his/her determined personal and professional goals. Client realizes and acknowledges that anything less than Client’s full, complete and intentional participation in the course will not lead to any success.
Client hereby expressly accepts full and complete responsibility for his or her self, personal and business development, and any actions Client may take as a result of the course.
Financial Health. Client hereby represents and warrants that he/she can financially afford the course stated on the checkout page.
No Assignment. The Services contemplated hereunder are personal to the Parties, and neither Party shall have the right or ability to assign, sell, transfer, delegate, subcontract, or otherwise dispose of any rights or obligations hereunder and/or assign same to any third party without the prior written consent of the other Party. Any attempt to do so shall be null void.
Independent Contractor Status. Notwithstanding any provision hereof, it is understood by both parties that in providing the Services, Coach is serving as an independent contractor, and is neither an employee nor a partner, joint venturer, agent or representative of the Client. Neither party shall bind or attempt to bind the other to any contract, and any such contracts entered into in violation of this provision shall be null, void and unenforceable. Client will not provide fringe benefits of any kind to Coach, and, as an independent contractor, Coach is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any kind.
WARRANTY. COACH MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. COACH EXPRESSLY DISCLAIMS THE FOREGOING AND ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHICH ARE PROVIDED AS IS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY GIVEN BY COACH. By signing this Agreement, Client acknowledges that Coach neither owns nor governs the actions of any third party, person, entity, platform, search engine, software, program, or system, and Coach therefore makes no warranties in connection therewith. Client also acknowledges that, due to factors and conditions beyond Coach’s control, including but not limited to acts of god, the actions of the Client and any of its customers, partners, employees, agents and/or representatives, the actions of third parties, and other conditions and circumstances beyond Coach’s control, it is impossible for Coach to guarantee any specific results. Coach therefore does not guarantee and makes no warranties that the services provided hereunder will meet any specific intended results.
If applicable, Coach will pass along to the Client any third-party warranties relating to any goods purchased by Client hereunder. ALL OTHER WARRANTIES ARE EXCLUDED INCLUDING, WITHOUT LIMITATION, EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.
Limitation of Liability. Client hereby agrees that, unless the result of Coach’s willful or intentional misconduct, Coach’s total liability to Client for any and all injuries, claims losses, expenses or damages, arising out of or in any way related to the Services and/or this Agreement, from any cause or causes, including but not limited to Coach’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty (hereafter "Client’s claims"), shall not exceed the sum of the amount of fees paid to Coach by Client under this Agreement.
Release and Indemnification. Client agrees to release, indemnify and hold Coach harmless, to the fullest extent permitted by law, from all claims, losses, expenses, fees including attorney fees, costs and judgments that may be asserted against Coach, to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of Client and/or its employees, agents, contractors, subcontractors or representatives, in connection with this Coaching Agreement and/or the work performed hereunder. In all claims for Indemnity under this paragraph, Client’s obligation shall be calculated on a comparative basis of fault and responsibility. Client shall not be obligated to indemnify Coach for claims, losses, expenses, or damages resulting from Coach’s own negligence.
Intellectual Property. Any and all Intellectual Property owned by Coach, including any trademarks, trade secrets, patents and copyrights, whether appearing on Coach’s website, in materials made available to Client during the course, or elsewhere, shall at all times constitute Coach’s Intellectual Property. Except in circumstances expressly authorized in a written agreement, no such Intellectual Property, including any material(s) transmitted as part of the Services rendered pursuant to this Agreement, may not be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted by Client to any third party in any way whatsoever without the express, written consent of Coach.
Copyright. Any and all content on any Website(s), social media pages, groups, profiles, emails, as well as content transmitted with and/or as part of Coach’s products and/or Services or through any other channels, online or offline, including any designs, graphics, logos, icons, text, images, audio and video clips, the selection, compilation, collection, assembly and arrangement thereof are protected under U.S. and international copyright laws, and unauthorized use, distribution, reproduction, modification, transmission, display, performance, republishing, and any other means of dissemination without our express written consent, is prohibited by law.
Trademarks. Coach’s business, product and service names, page headers, logos, slogans, taglines, product names, and similar brand identifiers are trademarks, trade dresses and service marks owned by Coach. As such, any use of these marks in any manner likely to confuse consumers without the express, written consent of Coach is strictly prohibited. Any trademarks belonging to third parties require the consent of their respective owners prior to use or display.
Nothing in this document or the rendition of Services pursuant to this Agreement, gives any person the right to copy, reproduce, publish, upload, share, use, register as a domain name, or otherwise display any logo, slogan, tagline, trademark, trade name, service mark, trade dress, copyrighted material, patent, trade secret, or confidential information owned by Coach or any of its partners, sponsors, parents, subsidiaries, and affiliates.
Notices. All notices and other communications required or permitted under this Agreement shall be in writing, and shall be deemed delivered when sent by e-mail to the e-mail address of the party to be noticed as set forth on the signature page of this Agreement, or to such other e-mail address as such party last provided to the other by written notice confirming to the requirements of this paragraph.
Entire Agreement. This Agreement, together with all attachments and documents incorporated by reference herein, constitute the entire agreement between the parties, represent the final expression of the parties’ intent, contain all the terms and conditions that the parties agreed to relating to the subject matter, and replaces and supersedes all prior discussions, understandings, agreements, negotiations and any and all prior written agreements between the parties. Any subsequent changes to the terms of this Agreement may be amended or waived only with the written consent of both parties, and shall be effective upon being signed by both parties.
Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void, unenforceable or invalid for any reason under applicable law, the remaining parts of this Agreement shall remain in full force and effect, and shall continue to be valid and enforceable. If a court finds that an unenforceable portion of this Agreement may be made enforceable by limiting such provision, then such provision shall be deemed written, construed and enforced as so limited.
Survival. All provisions that logically ought to survive termination of this Agreement, including but not limited to applicable Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and Confidentiality provisions, shall survive the expiration or termination of this Agreement.
No Waiver. The failure of any party to insist upon strict compliance with any of the terms, covenants, duties, agreements or conditions set forth in this Agreement, or to exercise any right or remedy arising from a breach thereof, shall not be deemed to constitute waiver of any such terms, covenants, duties, agreements or conditions, or any breach thereof.
Acknowledgement of Terms. Each party acknowledges that they a) have read this agreement; b) understand the terms of this agreement; c) have consulted or had the opportunity to consult with independent legal counsel in connection with this agreement; and d) have signed this agreement voluntarily.
Force Majeure. Either party shall be excused from any delay or failure of performance required hereunder if caused by reason of a Force Majeure Event as defined herein, as long as the nonperforming party complies with its obligations as set forth below.
For purposes of this Agreement, “Force Majeure Event” means any event, circumstance, occurrence or contingency, regardless of whether it was foreseeable, which is a) not caused by, and is not within the reasonable control of, the nonperforming party, and b) prevents the nonperforming party from its obligations under this agreement. Such events may include, but are not limited to: acts of war; insurrections; fire; laws, proclamations, edicts, ordinances or regulations; epidemics, pandemics and disease outbreaks; strikes, lock-outs or other labor disputes; riots; explosions; technical and electrical outages; failure of technology; and hurricanes, earthquakes, floods, landslides, and other acts of nature.
The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations under this Agreement shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this agreement upon ten (10) days’ prior written notice to the other party.
Upon occurrence of a Force Majeure Event, the nonperforming party shall do all of the following: a) immediately make all reasonable efforts to comply with its obligations under this Agreement; b) promptly notify the other party of the Force Majeure Event; c) advise the other party of the effect on its performance; d) advise the other party of the estimated duration of the delay; e) provide the other party with reasonable updates; and f) use reasonable efforts to limit damages to the other party and to resume its performance under this Agreement.
Arbitration. The parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, and each party hereby consents to any such disputes being so resolved. Judgment on the award so rendered in any such arbitration may be entered in any court having jurisdiction thereof.
Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois, excluding that State’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Illinois, excluding that State’s choice-of-law principles.
Choice of Forum. The parties hereby agree that all demands, claims, actions, causes of action, suits, proceedings, including arbitration, to the extent permitted under this Agreement and arising out of same, shall be filed, initiated, and conducted in the State of Illinois.
Attorney Fees. In the event that any arbitration, suit or action is instituted to resolve a dispute pertaining to matters covered under this Agreement, or enforce any provision thereof, the prevailing party in any such dispute or proceeding shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, all reasonable fees and expenses of attorneys and accountants, court costs, and expenses of any appeals.
Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be used to modify the meaning of the terms and conditions of this Agreement.
Counterparts. The parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same Agreement. The parties further agree that facsimile signatures and e-signatures carry the same weight and effect as traditional paper documents and handwritten signatures; therefore this Agreement may be electronically signed via any e-signature service compliant with the Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA) as of the Effective Date of this Agreement.