PARTICIPANT NONDISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the “Agreement”)
is made and entered into upon the acceptance of these terms and conditions by and among myself (hereinafter referred to as “Participant”) and The Merriam Group, Inc. (hereinafter referred to as “Coach”).
TERMS OF PARTICIPATION.
Please READ Carefully. By making this purchase you (herein referred to as “Client”) agree to the follow terms stated herein.
PROGRAM/SERVICE.
Coach agrees to provide coaching and consulting sessions (herein referred to as “Coaching”) identified in online commerce shopping cart. Participant agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in Coaching.
DISCLAIMER.
Except as expressly provided in this Agreement, the Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon and rendered. In no event shall the Coach be liable to the Client for any indirect, consequential or special damages.
Notwithstanding any damages that the Client may incur, the Coach’s entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Coach under this Agreement for all coaching services rendered through and including the termination date.
NON-REFUNDABLE.
If the Student does not participate in the Program after having paid all or any portion of the Program Cost, whether voluntarily or involuntarily, no deposits or money paid toward the Program Cost shall be refunded. I understand no portion of any funds that I have paid, either directly or with financial assistance, to participate in the Program will be refunded at any time or for any reason.
CONFIDENTIALITY.
The Coach respects Participant’s privacy and insists that Participant respects the privacy of Coach.
Thus, consider this a mutual non-disclosure agreement. Any Confidential Information shared by the parties is confidential, Proprietary, and belongs solely and exclusively to Coach.
Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, coaching appointments, in text, email, social media or otherwise.
Participant agrees not to use such confidential information in any manner other than in discussion with Coach.
Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party.
Both Parties will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Participant agrees not to violate the Coach’s publicity or privacy rights.
Furthermore, Participant will NOT reveal any information to a third party obtained in connection with this Agreement or Coach’s direct or indirect dealings with Participant.
Additionally, Coach will not, at any time, either directly or indirectly, disclose confidential information to any third party.
Further, entering into this Agreement you agree that if you violate or display any likelihood of violating this Agreement the Coach will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.
NO TRANSFER OF INTELLECTUAL PROPERTY.
Coach’s coaching, consulting, and programs are copyrighted and original materials that have been provided to Participant, are for Participant’s individual use only and a single-user license.
Participant is not authorized to use any of Coach’s intellectual property for Participant’s personal, competition, or business purposes. All intellectual property, including Coach’s copyrighted program and/or course materials, shall remain the sole property of Coach.
No license to sell or distribute Coach’s materials is granted or implied. By making this purchase, Participant agrees (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) that any Confidential Information shared by the Coach is confidential and proprietary, and belongs solely and exclusively to the Coach, (3) Participant agrees not to disclose such information to any other person or use it in any manner other than in discussion with the Coach. Further, by entering into this Agreement, Participant agrees that if Participant violates, or displays any likelihood of violating, any of Coach’s agreements contained in this paragraph, the Coach will be
entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.
PARTICIPANT RESPONSIBILITY.
Coaching and programs are developed for strictly educational purposes ONLY. Participant accepts and agrees that Participant is 100% responsible for their progress and results from Coaching.
Coach makes no representations, warranties or guarantees verbally or in writing.
Participant understands that because of the nature of the program and extent, the results experienced by each Participant may significantly vary. Participant acknowledges that as with any endeavor, there is an inherent risk and there is no guarantee that Participant will reach their goals as a result of participation in Coaching. Programs and materials provided are intended for a general audience and does not purport to be, nor should it be construed as, specific advice tailored to any individual.
Coach assumes no responsibility for errors or omissions that may appear in any program materials.
INDEPENDENT CONTRACTOR STATUS.
Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder.
FORCE MAJEURE.
In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Coach to perform its obligations under this Agreement, the Coach’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
SEVERABILITY/WAIVER.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.
MISCELLANEOUS.
LIMITATION OF LIABILITY. Participant agrees they used Coach’s services at their own risk and that Coaching is only an educational service being provided. Participant releases Coach, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, Instructors, guides, staff, Participants, and related entities any way as well as the venue where the Coaching is being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releasees”) from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from participation in Coaching. Participant accepts any and all risks, foreseeable or unforeseeable. Participant agrees that Coach will not be held liable for any damages of any kind resulting or arising from including but not
limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Coach’s services or enrollment in Coaching. Coach assumes no responsibility for errors or omissions that may appear in any of the program materials. You also understand that any testimonials or endorsements by our customers or audience represented on our programs, websites, content, landing pages, sales pages or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly.
NON-DISPARAGEMENT.
The Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Participant nor any of Participant’s associates, family, friends, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Coach or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.
ASSIGNMENT.
Participant may not assign this Agreement without express written consent of Coach.
MODIFICATION.
Coach may modify terms of this agreement at any time. All modifications shall be posted on the Coach website and Participants shall be notified.
TERMINATION.
Coach is committed to providing all participants participating in Coaching with a positive
experience. By purchasing this product, Participant agrees that the Coach may, at its sole
discretion, terminate this Agreement, and limit, suspend, or terminate Participant’s participation in Coaching without refund if Participant becomes disruptive to Coach, Participant fails to follow Coaching guidelines, is difficult to work with, impairs the participation of the other participants in Coaching or upon violation of the terms as determined by Coach.
INDEMNIFICATION.
Participant shall defend, indemnify, and hold harmless Coach, Coach’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorney’s fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Coach, or any of its shareholders, trustees, affiliates or successors. Participant shall defend Coach in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Participant recognizes and agrees that all of the Coach’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Coach. In consideration of and as part of my payment for the right to participate in Valerie Hayes Coaching, the undersigned, my heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge Valerie Hayes and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, and assigns and any of the training instructors, guides, staff or students taking part in the training in any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releasees”) of and from all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my
participation Coaching.
RESOLUTION OF DISPUTES.
If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to the American Arbitration Association. All claims against Coach must be lodged within 100-days of the date of the first claim or otherwise be forfeited forever. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand. The parties shall cooperate to ensure that the arbitration process is completed within the ninety (90) day period. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process. The written decision of the arbitrators (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review and may be entered and enforced in any court of proper jurisdiction, either as a
judgment of law or a decree in equity, as circumstances may indicate. In disputes involving unpaid balances on behalf of Participant, Participant is responsible for any and all arbitration and attorney fees.
EQUITABLE RELIEF.
In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction.
NOTICES.
Any notices to be given hereunder by either Party to the other may be affected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally, shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by fax or email. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance. This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them
relating to such subject matter. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, United States of America.
OUTCOME DISCLAIMER.
Every effort has been made to accurately represent Coaching and its potential. There is no guarantee regarding Participant outcome or results using the techniques and ideas provided during Coaching. Examples used in promotion of Coaching or during Coaching are not to be interpreted as a promise or guarantee of results. Potential and success are entirely dependent on the person using Coaching, advice, ideas and techniques. We do not position Coaching as a promise. Any claims made of actual Coaching results can be verified upon request. Your level of success in attaining the results claimed in our materials depends on the time you devote to Coaching, advice, ideas and techniques mentioned, your level of commitment as a contestant and your knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your
success. Nor are we responsible for any of your actions. Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to anybody else’s, in fact no guarantees are made that you will
achieve any results from Coaching, advice, ideas and techniques in our material.