Ambassador Terms of Agreement
1. Effective Date. The effective date of this Agreement shall be when registration is completed.
2. Term of Agreement. The term of this Agreement shall be for an initial period of twelve (12) months, commencing on the Effective Date and expiring twelve (12) months later. Agreement can be renewed after term period upon recertification process and fee.
3. Territory. As used in this Agreement, the term “Territory” shall mean the states and/or nations indicated by the Ambassador.
4. License.
(a) Grant of License. Subject to the terms and conditions of this Agreement, ScreenStrong grants to Ambassador the limited, non-assignable, non-exclusive right to use the Licensed Content throughout the Territory for the purposes of conducting seminars, speaking engagements, workshops, lectures, and events (“Educational Events”). The Educational Events shall focus on the Licensed Content provided by ScreenStrong. The Educational Events shall not feature or incorporate written materials, curricula, audio or visual works, and/or programming created or published by organizations other than ScreenStrong. Notwithstanding the foregoing, nothing in this section shall restrict or prohibit Ambassador from sharing personal insights, opinions, or anecdotes during the Educational Events that serve to emphasize, enhance, or promote the understanding of the principles embodied in the Licensed Content.
(b) Access to Licensed Content. ScreenStrong will provide Ambassador with access to the Licensed Content to be used in the Educational Events. Ambassador shall not use any other materials in the Educational Events unless Ambassador receives prior written authorization from ScreenStrong. Under no circumstances shall Ambassador allow others to copy the Licensed Content, provide digital or physical copies of the Licensed Content to others, post the Licensed Content online, publish the Licensed Content, or otherwise disseminate the Licensed Content to others without the advance written permission of ScreenStrong.
(c) Editorial Revisions or Modifications. Ambassador shall not have any right to edit or otherwise modify the Licensed Content, outside of personal insights or anecdotes, unless Ambassador receives prior written authorization from ScreenStrong. The Ambassador shall not use the Licensed Content in any modified form or in a format that incorporates the Licensed Content or any portion thereof into other materials.
(d) ScreenStrong’s Right to Grant Licenses. ScreenStrong represents and warrants that ScreenStrong has sufficient rights to grant all licenses, rights to use intellectual properties, and all other rights, which ScreenStrong purports to grant to Ambassador under this Agreement.
(e) Reservation of Rights. All rights not specifically granted by ScreenStrong to Ambassador herein are expressly reserved to ScreenStrong.
(f) Certification. The Ambassador agrees that pursuant to this Agreement, he/she is required to become certified to provide the Educational Events. The time and place for the training and certification of Ambassador will be as mutually agreed by the Parties. The nature and scope of the certification requirements and the determination of whether Ambassador has sufficiently met these requirements shall be within the sole and absolute discretion of ScreenStrong. The license set forth is conditioned upon Ambassador’s certification by ScreenStrong.
5. License Fees, Royalties, and Commissions. The Parties shall be required to pay a certification fee during the Term of Agreement. Ambassador may charge attendees a fee for the Educational Events or otherwise charge fees for the provision of services relating to the Licensed Content during the Term of Agreement.
6. Expenses. Ambassador shall be solely responsible for all costs and expenses incurred by Ambassador in connection with the performance of its obligations under this Agreement.
7. Expiration; Early Termination.
(a) Expiration. This Agreement will expire upon the end of the Initial Term of twelve (12) months.
(b) Termination by ScreenStrong. ScreenStrong may terminate this Agreement immediately upon providing written notice in the event that Ambassador is unable to become certified, fails to conduct Educational Events in accordance with ScreenStrong’s expectations or levels of competency as may be communicated by ScreenStrong to Ambassador from time to time, and/or is charged with the commission of any act which is an offense involving moral turpitude under federal, state or local laws, or should Ambassador commit any act which would reasonably and objectively bring ScreenStrong into disrepute, contempt, scandal or ridicule.
(c) Return of Materials; Duties Upon Expiration or Termination. At the time of expiration or termination, the Ambassador must return all Licensed Content within ten (10) days following the date of termination. The Ambassador must also remove and discontinue the use of all materials that contain any of the intellectual property and trademarks owned by ScreenStrong and/or Melanie Hempe within thirty (30) days following the termination. In no event shall Ambassador use the name “ScreenStrong” in his/her personal branding or in any way that would lead to marketplace confusion as to the source of any services provided by Ambassador following expiration or termination of this Agreement or that would reasonably cause members of the public to believe that Ambassador is associated with or operating with the approval of ScreenStrong.
8. Copyrights. Ambassador hereby acknowledges that ScreenStrong and/or Melanie Hempe is the sole owner of the Licensed Content and all related marketing materials as well as all proprietary and copyright rights therein. Ambassador shall not copy, duplicate, record, or otherwise reproduce the Licensed Content, in whole or in part, nor otherwise make the same available to any unauthorized person or source. ScreenStrong may, from time to time, revise the contents of the Licensed Content at its sole discretion, and Ambassador agrees to abide by any such modifications of the Licensed Content. Ambassador shall not alter or remove any copyright notices from the Licensed Content.
9. Representations and Warranties of Ambassador. Ambassador hereby represents and warrants that it will at all times use its utmost efforts to represent ScreenStrong with excellence in accordance with the quality of the Educational Events that is being licensed to Ambassador and the name recognition and reputation enjoyed by ScreenStrong.
10. Confidential Information. Ambassador acknowledges that Ambassador may receive certain confidential information of ScreenStrong, including, but not limited to financial and other business information relating to ScreenStrong and know-how (hereinafter referred to as the “Confidential Information”). Ambassador agrees that it shall not, directly or indirectly, use for the benefit of anyone other than ScreenStrong any of the Confidential Information and shall not reproduce, alter, amend, disclose, or distribute the Confidential Information and shall use its best efforts to prevent any third party from reproducing, altering, disclosing, amending, or distributing any Confidential Information without ScreenStrong’s prior written consent. Upon expiration or early termination of this Agreement, Ambassador shall immediately return all Confidential Information to ScreenStrong.
11. Indemnity. The Ambassador must indemnify ScreenStrong from any and all actions, judgments, damages, liabilities, losses, cost, and expenses (including reasonable attorney’s fees and costs, even if incident to appellate, post judgment, and bankruptcy proceedings) to which ScreenStrong becomes subject or that it incurs arising from or relating to claims brought by third parties relating in any manner to the Ambassador’s operation of the Educational Events. In no event, however, need the Ambassador indemnify ScreenStrong for any matters caused directly by the gross negligence or intentional misconduct of ScreenStrong. Notwithstanding the expiration or sooner termination of this agreement, this indemnity continues in full force and effect.
12. Captions; Pronouns. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.
13. Applicable Law, Jurisdiction, and Venue. This Agreement is governed by and shall be interpreted under the laws of the State of North Carolina without regard to conflict of law principles. The Parties agree that the federal and state courts situated within the State of North Carolina shall have exclusive jurisdiction and venue for the resolution of any disputes concerning this Agreement. The Parties agree and consent to personal jurisdiction and venue in any federal or state court of competent jurisdiction situated within the State of North Carolina for purposes of any dispute arising out of this Agreement, and expressly waive any objection that they might otherwise have to personal jurisdiction or venue in those courts.
14. Entire Understanding. This Agreement contains the entire agreement between the Parties with respect to the matter covered herein. This Agreement supersedes any and all agreements, representations, promises or understandings, either oral or written, between the Parties hereto with regard to the matters covered herein. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing signed by the Party to be charged.
15. Relationship of Parties. Nothing herein shall be construed to create a partnership or joint venture by or between the Parties or to make either the agent of the other. Each Party agrees not to hold itself out as a partner or agent of the other or to otherwise state or imply by advertising or otherwise any relationship that is contrary to the terms of this Agreement. Neither Party shall become liable or bound by any representation, act, omission or agreement of the other.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original regardless of the date of its execution or delivery. All such counterparts shall constitute one and the same document, which may be sufficiently evidenced by one counterpart.
17. Cooperation of the Parties. Each Party has cooperated in the drafting of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any Party.
18. Authority to Enter Into This Agreement. If any Party to this Agreement is not a natural person, the person signing this Agreement on behalf of such entity warrants and represents to all other Parties that he, she or it has full power and authority to cause such entity to enter into this Agreement and full power and authority to execute this Agreement on its behalf and to bind such entity to the terms hereof.
19. Agreement to Perform Necessary Acts. Each Party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
