Safe Conversations Leader Agreement

Safe Conversations® Leader Agreement 

This Safe Conversations Leader Agreement, which incorporates the Registration Page and all of the terms and conditions below (together, this “Agreement”) is entered into between you (“you,” “your”) and Safe Conversations LLC (“we,” “our,” or “us”), effective as of the date on which you click the designated link to affirm your acceptance (“Effective Date”).

  1. DEFINITIONS. The following capitalized terms used in this Agreement are defined as set forth below:
    1. Applicable Laws” means all applicable laws, rules, orders, ordinances, regulations, statutes, requirements, codes or executive orders of any governmental or judicial authorities;
    2.  “Intellectual Property Rights” means, collectively, all rights with respect to trademarks, service marks, trade dress, logos, copyrights, rights of authorship and patents; all database rights, moral rights, inventions, rights of inventorship, rights of publicity and privacy, trade secrets, know-how, and rights under unfair competition and unfair trade practices laws; all other worldwide intellectual and industrial property rights related thereto; and all applications, registrations, derivative works or renewals relating to any of the foregoing;
    3. Leader” means a Program participant who is eligible to present Workshops during the Term to participants by reason of having satisfied the applicable Qualification Requirements and received a Safe Conversations Leader Certificate of Completion;
    4. Marks” means any of our or our licensors’ trademarks, logos, trade names or brands, including “SAFE CONVERSATIONS®”;
    5.  “Our Materials” means the Workshop materials provided to you by us in connection with the Program, which may include, among other things, the facilitator’s guide, lecture transcriptions, participant manuals, PowerPoint presentations and videos;
    6. Portal” means the online Program portal currently located at https://trainers.safeconversations.com.
    7. Program” means the Safe Conversations Leader training Program; 
    8. Registration Page” means our webpage on www.safeconversations.com, on which individuals register to participate in the Program; and
    9. Workshop(s)” means Safe Conversations® workshop(s) presented by a Leader, which employ Our Materials.
  2. PROGRAM REQUIREMENTS, ACCESS PLANS AND BENEFITS. 
  1. Requirements. Before you may promote or present Workshop(s), you will need to successfully complete all of the training requirements specified on  https://safeconversations.com/host-a-workshop/, which we may modify from time to time (collectively, “Qualification Requirements”). You will be provided with a Safe Conversations Leader Certificate of Completion upon successful completion of all of the Qualification Requirements, which completion shall all be at your own expense, it being acknowledged that certain requirements may be subject to payment of additional fees.
  2. Access Plans; Benefits. Leaders are entitled to certain features and benefits during the Term, as outlined at https://safeconversations.com/host-a-workshop. These features and benefits may vary depending on which of our Portal access plans (“Access Plans”) you signed up for on the Registration Page. We may modify this list from time to time. In addition, we may choose to discontinue certain Access Plans or add new Access Plans. If we choose to discontinue a particular Access Plan that you have elected, we will provide you with an opportunity to elect a different Access Plan.  
  3. USE OF OUR MATERIALS.
  1. License. Subject to your completion and ongoing fulfillment of all of the applicable Qualification Requirements, we grant to you during the Term (as defined below) a non-exclusive, revocable, non-transferable, non-sublicenseable, nonassignable license, subject to all of the terms and conditions hereof, to use Our Materials, including the Marks to the extent included in Our Materials, solely for the purpose of announcing and presenting your Workshop(s). All rights not expressly granted to you in this Agreement are reserved by us.
  2. Additional Requirements. If you are eligible to promote and present Workshop(s) under this Agreement, you also agree to the following requirements:
  1. Marks. You may only use the Marks in the form and manner provided, in compliance with the Safe Conversations trademark guidelines accessible on the Portal, as the same may be updated by us from time to time, and any other use shall be subject to receipt of our prior written consent in each instance. You agree that (i) you shall not use any of the Marks in a manner likely to diminish such Marks’ commercial value; (ii) you shall not permit any third party to use the Marks; (iii) all goodwill associated with your use of the Marks shall inure to us; and (iv) nothing in this Agreement shall confer in you any right of ownership in the Marks, and you shall not make any representation to such effect, or use the Marks in a manner that suggests that such rights are conferred
  2. Quality Control. You agree that you will be solely responsible for every aspect of your Workshop(s), and all costs, expenses and liabilities associated with your Workshop(s) and your obligations hereunder, including the organization, operation and management of your Workshop(s). You will present Workshop(s) with the same content, sequence, structure and exercises as set forth in Our Materials. You may share personal stories of the positive impact Safe Conversations® has had on you or your family. You shall not present Our Materials in any package or container other than that which was provided with Our Materials. You shall not put your own brand or label on Our Materials or remove any of our Marks, notices or labeling. You shall present all workshop materials and marketing materials related to your Workshop(s) in the form provided in Our Materials.
  3. Modifications. If you wish to present different workshop or marketing materials, or modify Our Materials, you must submit samples of the proposed materials or modifications to us for evaluation, and you may not market, publish, or disseminate to the public any such proposed materials or modifications unless and until you have received our written approval. Any modifications or translations of Our Materials, or other materials that you create which are derived from Our Materials, will be deemed a “work for hire” on our behalf, owned by us, and deemed included in Our Materials licensed to you hereunder. We reserve the right to modify Our Materials at any time. You will purchase from us all materials related to Safe Conversations® which are necessary for carrying out the terms of this Agreement, including Our Materials described herein and any subsequent materials developed by us for such purpose.
  4. Pricing. Your Workshop(s) will need to comply with pricing requirements set forth on the Registration Page or that we otherwise specify from time to time. Alternative pricing arrangements that you wish to apply to your Workshop(s) will be subject to our prior written approval.
  5. Registration. You must register each of your Workshop(s) and complete all required data collection fields on the Portal or in such other format or via such other method as we may specify from time to time. You agree that we may include your contact information in a directory of Leaders, which we may make available to the public.
  6. Payments. You agree to pay to us, in consideration for access to the Portal and enjoyment of the features and benefits applicable to your Access Plan, a monthly fee in the amount set forth on the Registration Page. The monthly fee may vary depending on which Access Plan you elected.  If you elect an Access Plan that provides for sharing of revenues received from sales of access to your Workshops, we will manage such sales and revenue collection and provide you with the specified percentage of revenues depending on whether you or we initiated the sale. We may change the rate or payment terms on at least ninety (90) days prior written notice to you, which may be by email.
  1. PROPRIETARY RIGHTS. We and/or our principals, affiliates or licensors, as applicable, own all right, title and interest in and to all of Our Materials, including all of the Marks, and all Intellectual Property Rights inherent therein or appurtenant thereto.
  2. REPRESENTATIONS, WARRANTIES AND COVENANTS. You represent, warrant and covenant that: (i) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (ii) you are duly organized, validly existing and in good standing under the laws of your place of organization (unless you are entering into this Agreement in an individual capacity); and (iii) YOU WILL NOT DISCLOSE, DISTRIBUTE, SHARE OR SELL ANY OF OUR MATERIALS, OR ANY SERVICES RELATED THERETO, EXCEPT AS EXPRESSLY PERMITTED HEREIN. If you are eligible hereunder to present Workshop(s), you further represent, warrant and covenant that: (i) you shall comply with all Applicable Laws in connection with your Workshop(s) and your performance of your obligations hereunder; (ii) you have and will maintain all licenses and permits required for your Workshop(s); (iii) you will manage and operate Workshop(s) in a professional and safe manner, using only qualified personnel; (iv) you have the right to use the premises where your Workshop(s) take place for such purpose; (v) your performance hereunder and your Workshop(s) will not violate any contracts or other understandings to which you are a party; and (vi) neither your Workshop(s) nor any materials that you make available in connection therewith shall contain any content that is illegal, pornographic, harassing, discriminatory, defamatory or hateful or otherwise in opposition to our mission of promoting healthy relationships. If the individual accepting this Agreement is doing so on behalf of a legal entity, such individual represents and warrants that they are authorized to enter into this Agreement on behalf of such entity.
  3. DISCLAIMERS. ALL OF OUR MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NONE OF OUR MATERIALS IS MEANT AS MEDICAL ADVICE OR PSYCHOTHERAPY OR TO SUBSTITUTE FOR IN-PERSON TREATMENT FROM A QUALIFIED HEALTHCARE PROVIDER, AND YOU SHALL NOT REPRESENT TO ANYONE THAT OUR MATERIALS OR YOUR WORKSHOP(S) ARE INTENDED TO FULFILL ANY SUCH PURPOSES. ALTHOUGH WE ENDEAVOR IN GOOD FAITH TO PROVIDE USEFUL INFORMATION, WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR EFFECTIVENESS OF ANY OF OUR MATERIALS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR MATERIALS, WHICH ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  4. TERM. The initial term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect until terminated by either you or us on notice to the other party. Either you or we may terminate this Agreement, including all licenses granted herein, at any time, for any or no reason, effective immediately, on notice to the other party. Upon expiration or termination hereof for any reason, all licenses granted hereunder shall immediately terminate and you shall return to us all of Our Materials, including any copies thereof in your possession or control. The provisions of Sections 1, 4, 5, 6, 8 and 10-12 hereof, together with any payment obligations that shall have theretofore accrued hereunder, and any other provisions that, by their sense or context, would reasonably be understood to survive, shall survive the expiration or termination hereof.
  5. INDEMNITY. You agree to indemnify and defend us and our affiliates and principals, and the respective officers, directors, owners, contractors, agents and licensors of the foregoing, together with Helen LaKelly Hunt and Harville Hendrix (collectively, the “Indemnified Parties”) with respect to, and hold the Indemnified Parties harmless from and against, any and all liabilities, costs, expenses, including attorneys’ fees, judgments, losses, fines or damages incurred or sustained by any of the Indemnified Parties in connection with your Workshop(s), including any claims brought by any attendees at your Workshop(s). We reserve the right, if you fail to do so in a timely fashion, to assume the exclusive defense and control of any matter subject to indemnification by you.
  6. INSURANCE. You agree to carry all insurance as may be required by law together with such additional insurance as may be usual and customary to cover loss and casualty with regard to injury and/or death of persons and loss and/or damage to property in connection with your obligations under this agreement. In addition, upon request, you will provide to us certificates of insurance, prior to the applicable event date (e.g., any Workshop(s)), listing Safe Conversations LLC and its affiliates, together with Helen LaKelly Hunt and Harville Hendrix, as additional insureds.
  7. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL WE OR OUR AFFILIATES OR PRINCIPALS, INCLUDING, WITHOUT LIMITATION, HELEN LAKELLY HUNT OR HARVILLE HENDRIX, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OUR MATERIALS, YOUR WORKSHOP(S) OR THIS AGREEMENT. THE AGGREGATE LIABILITY OF US AND/OR OUR AFFILIATES AND PRINCIPALS FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH OUR MATERIALS, YOUR WORKSHOP(S) AND THIS AGREEMENT SHALL BE LIMITED TO A REFUND OF THE AMOUNT PAID BY YOU TO PARTICIPATE IN THE PROGRAM.
  8. DISPUTE RESOLUTION. This Agreement will be governed by the laws of the State of New York, without regard to conflict of laws rules. The Parties will use good faith efforts to amicably resolve any disputes hereunder. In the event that a dispute fails to be resolved through such good faith efforts, any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration by a single arbitrator. The arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and take place in Dallas County, Texas. Notwithstanding the foregoing, if a Party resides outside the United States, the Party initiating the arbitration may elect instead to submit the dispute to arbitration under the auspices of the International Court of Arbitration of the International Chamber of Commerce (“ICC”) according to the Rules of Arbitration of the ICC, in which case the arbitration shall take place in London, England Notwithstanding the foregoing, either party may immediately bring a proceeding seeking preliminary injunctive relief in a court having jurisdiction thereof which shall remain in effect until a final award is made in the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, fees and expenses of arbitration.
  9. MISCELLANEOUS. No joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement or your use of Our Materials. You may not assign this Agreement or delegate any of your obligations hereunder. No waiver of any obligation or right of either party will be effective unless in writing, executed by the party against whom it is being enforced. You agree to take such further actions and sign such additional documents as we reasonably require. A copy of any notice from you to us regarding any legal matter, including the termination, modification or breach hereof, or any of your indemnification obligations hereunder, shall be sent to our legal counsel by email to [email protected] The terms and conditions hereof are severable and may be construed to the extent of their enforceability in light of the parties’ mutual intent. The headings in this Agreement are for convenience only and are not to be considered in construing it. All references herein to “including” shall be deemed to mean, “including, but not limited to.” This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any and all prior understandings, statements or representations, whether electronic, oral or written, regarding such subject matter.

I agree to all of the terms and conditions above.