Online Session Agreement

Note: Although most sessions may be online, this agreement also applies to in-person sessions and hybrid sessions (a mixture of online and in-person).

This Agreement is made between the online, in-person, or hybrid session participant (“Client”), and David Loughry (“Consultant”), with a principal place of business at 908 S. Hobart Blvd., #105, Los Angeles, CA 90006 USA. Client's contact information shall be collected if and when needed prior to the session. If Client's contact information is not collected, Client shall be informed that this Agreement covers the session by being notified directly and/or via a posted notice in which the online address of this Agreement shall be linked to and/or displayed.

1. Services
   
   Session Types
   Consultant agrees to perform and supply the services described below:
   • Online, in-person, or hybrid (a mixture of online and in-person) workshops, seminars, webinars, classes, live events, consultations or other kinds of sessions, as described in their respective marketing media or as agreed to in pre-session discussions. Any of these types will be called "sessions" for the purposes of this agreement.
   • Online sessions (including the online part of hybrid sessions) may be presented in one of three ways: 1) publicly broadcast via the Internet ("public") sessions; 2) non-public sessions with open registration ("open"), meaning anyone may sign up; 3) custom sessions ("custom") arranged between the Client and Consultant.
   • In-person sessions may be conducted at Client's location, Consultant's location, or third-party locations. These in-person sessions may be one of several types: 1) sessions open to the public ("public"); 2) non-public sessions with open registration ("open"), meaning anyone may sign up; 3) custom sessions ("custom") arranged between the Client and Consultant.
   
   Participation
   For the purposes of this agreement, participation may range from active engagement to passive viewing, and any person so participating is considered a "participant" and a Client. Some sessions may be viewed later as recordings, and this is also considered participation.
   
   Extending the Session
   Session participants may extend the online session, providing Consultant has no schedule conflicts, as long as participants agree to adjust their proxri as appropriate (see Section 3 below).
   
   Recordings of Public Sessions
   Recordings of public sessions (in whole or in part via video and/or audio) will generally be available. However, Consultant reserves the right to not provide the recordings. See the Recording and Distribution section below for additional details.
   
   Recordings of Open Sessions
   Recordings of open sessions (in whole or in part via video and/or audio) will not always be available to the session participants. One criteria for recording availability is whether participants were notifiied prior to the session about recording availability, or if, when asked during the session, all participants agree to allow recording (based on their privacy concerns related to session collaboration). However, note that some online meeting platforms notify participants when a session is being recorded, and participants can then choose not to collaborate, so in this case participants with privacy concerns could still allow the recording. See the Recording and Distribution section below for additional details.
   
   Recordings of Custom Sessions
   For groups or individuals who schedule custom sessions, a recording (everything seen on-screen and heard during the session) can be provided if requested prior to the session. An additional fee may apply. See the Recording and Distribution section below for additional details.
   
   Copies of Custom Session Work or Files
   For groups or individuals who schedule custom sessions, copies of work or files such as text documents or mind maps produced during collaboration can be provided (if not provided during the session) if requested after the session, to be sent via the Internet within three business days.
2. Proxri Deal
   
   The Proxri Deal is part of this Agreement as well as the ProxThink Terms of Use. Proxri (pronounced prox’ree) is short for one or more ProxRewards, which are rewards made with the proximity in mind. Here's the essence of our Proxri Deal: As you find our relationship rewarding, proxri with the proximity in mind.
   
   Proxri in practice are sort of like the give and take of a neighborhood, relationship, friendship or perhaps being a considerate traveler. You may want the neighborhood, relationship, friendship or location you're visiting to survive, thrive, and take care of you as you take care of it. You may also want it to persist, adapt and change as needed, which is how proximities stay sustainable and life stays interesting. For an introduction to the process of proxri, go to https://proxthink.com/brief/intro-proxri.php.
   
   How do you, as a Client, proxri the Consultant? Basically, you consider the proximity, including your benefits from the session, your circumstances, the Consultant's circumstances, and some wider context, and then proxri as appropriate. The full Proxri Deal and more details can be found at: https://proxthink.com/members/about/proxri-deal.php.
   
   For a specific session or set of sessions, there may be minimum proxri or suggested minimum proxri, which will be disclosed to Client prior to the session(s).
   
   For appropriate collection and remittance of any required sales tax, Value Added Tax (VAT), Goods and Services Tax (GST) or other applicable sales-related taxes relevant to the session(s), sending financial proxri to Consultant via the Patreon platform may be requested or required. If this is the case, it will be disclosed to Client prior to the session(s) along with details about how to proxri.
3. Proxri Before and After Session
   
   Before-Session Proxri — In consideration for the services to be performed for Client, and to help with the basic costs of the session, Consultant may suggest some financial proxri prior to the session. Before-session proxri may be made via the following page:
   https://proxthink.com/members/about/proxri-deal.php
   
   After-Session Proxri — After a session, unless otherwise agreed upon, Client is encouraged to proxri the Consultant, or provide additional proxri, as part of our Proxri Deal (see Section 2 above). To see Consultant’s ProxMonitor, which can be one part of determining Client’s proxri, go to https://proxthink.com/members/about/proxmon-site.php. When ready to proxri, links and forms can be found on many pages of the ProxThink.com website, as well as via the following page:
   https://proxthink.com/members/about/proxri-deal.php
   
4. Registration
   
   Public Sessions — Registration may not required for public sessions. However, there may be the possibility for some people to join a simultaneous session hosted on the Zoom meetings platform (or another similar meetings platform) which is part of the public session. If this is the case, participants will be asked to provide at least a name and email address. Sometimes, more registration information may be requested or required.
   
   Open (But Not Publicly Broadcast) Sessions — Clients can register based on publicized event information. If possible, Clients should use the same email address as used for any before-session proxri (see Section 3 above). However, if different email addresses are used for registation and before-session proxri, please let Consultant know so that any before-session proxri with a different email address can be associated with the registration email address.
   
   Custom Sessions — Clients scheduled for a custom session can coordinate with Consultant regarding any before-session proxri and any other actions needed to complete their registration.
5. Collaboration Proxri
   
   In accordance with the ProxThink Collaboration Deal, it is possible that session participants may receive proxri from the Consultant, or from other session participants, or from the public at large, or from some combination of these. It is impossible to say how likely this might be, and it may or may not be common for sessions. To facilitate proxri, participants are encouraged to make it easy for people to proxri them. The disclosure of such information by participants is subject to the ProxThink Terms of Use, including but not limited to the sections titled Disclaimer of Warranties, Limitation of Liability, General Representation and Warranty, and Indemnification.
6. Recording and Distribution
   
   Reminder of Three Terms — As mentioned in the Services section above, online sessions may be presented in one of three ways: 1) publicly broadcast via the Internet ("public") sessions; 2) non-public sessions with open registration ("open"), meaning anyone may sign up; 3) custom sessions ("custom") arranged between the Client and Consultant.
   
   Public Sessions — Many public sessions may be recorded in whole or in part via video and/or audio. Recordings of public sessions may also be publicly archived. As mentioned at the beginning of this Agreement, participants shall be informed that this Agreement covers the session by being notified directly and/or via a posted notice in which the online address of this Agreement shall be linked to and/or displayed. By being notified and being part of public sessions, participants consent to these recordings and that their name or username may appear, and their contact info may be discoverable (see more on contact info later in this paragraph). Participants also agree they are owed no compensation at the time of the session or at any point in the future (see the Responsibility of Content Contributors section in the ProxThink Terms of Use). However, in accordance with our Collaboration Deal (see the Collaboration Proxri section above), session participants may get proxri from the Consultant, or from other session participants, or from the public at large, or from some combination of these. Therefore, public session participants are encouraged to use a name, username, or findable contact info that makes it easy for people to proxri them. Disclosure of names, usernames, and any contact information by participants is subject to the ProxThink Terms of Use, including but not limited to the sections titled Disclaimer of Warranties, Limitation of Liability, General Representation and Warranty, and Indemnification. The distribution of recordings of public sessions which include participants other than the Consultant is allowed, and is covered by the ProxThink Intellectual Property (IP) Deal.
   
   Not Allowed (Open and Custom Sessions) — For open and custom sessions, unless otherwise agreed upon, please respect the other session participants and the Consultant by not recording, rebroadcasting, or distributing any part of the online session, including but not limited to audio, video, screen-sharing, text, mind maps, chat dialogue, etc. This request also includes not rebroadcasting and not distributing recordings of the session provided by Consultant to Client, unless otherwise agreed upon.
   
   Conditional Distribution by Consultant (Open and Custom Sessions) — For open and custom sessions, consultant reserves the right to rebroadcast, distribute, or otherwise make public portions of sessions in the following cases:
   1) The portion of the session includes no participation of session participants and no content provided by session participants.
   2) If the portion of the session under consideration for distribution includes participation of, or content provided by, any session participants, then Consultant must get the permission of those session participants. As part of permitting such use, these session participants will be eligible for possible collaboration proxri as discussed in section five (Collaboration Proxri) above.
7. Privacy Policy
   
   General — Client's contact information will be subject to our Privacy Policy. For more, see: https://proxthink.com/members/about/privacy-policy.php.
   
   Names in Open Sessions — During open sessions, participants might view or hear each other's names or usernames (but not other contact information) via the chat interface, the conference call, or other functions of the online meeting system. If this is a privacy concern, when registering participants can provide a first name only, a first name and last initial, or some non-identifying username. However, in accordance with our Collaboration Deal (see the Collaboration Proxri section above), session participants may get proxri from the Consultant, or from other session participants, or from the public at large (if all or parts of the session are made public at a later time, subject to the conditions presented in the Recording and Distribution section above), or from some combination of these. Therefore, public session participants are encouraged to use a name, username, or findable contact info that makes it easy for people to proxri them. Disclosure of names, usernames, and any contact information by participants is subject to the ProxThink Terms of Use, including but not limited to the sections titled Disclaimer of Warranties, Limitation of Liability, General Representation and Warranty, and Indemnification.
   
   Names in Public Sessions — In live public sessions and/or the publicly archived recorded versions of sessions, participant names or usernames may be revealed to the public via the chat interface, the conference call, and/or functions of the online meeting system, as well as via features of live streaming platforms. If this is a privacy concern, participants should participate anonymously (this may or may not be possible depending on the technology) or refrain from participating in ways other than simply viewing the session. However, in accordance with our Collaboration Deal (see the Collaboration Proxri section above), session participants may get proxri from the Consultant, or from other session participants, or from the public at large, or from some combination of these. Therefore, public session participants are encouraged to use a name, username, or findable contact info that makes it easy for people to proxri them. Disclosure of names, usernames, and any contact information by participants is subject to the ProxThink Terms of Use, including but not limited to the sections titled Disclaimer of Warranties, Limitation of Liability, General Representation and Warranty, and Indemnification.
8. Intellectual Property Ownership
   
   For custom sessions, Consultant assigns to Client all patent, copyright, and trade secret rights in anything created or developed by or with Consultant for Client under this Agreement. This assignment is conditioned upon complying with the Proxri Deal (see Section 2 above) under this Agreement. Consultant shall help prepare any documents Client considers necessary to secure any copyright, patent, or other intellectual property rights in Consultant’s work product under this Agreement. For such document preparation Consultant shall be paid $200 per hour and be promptly reimbursed for all reasonable out-of-pocket expenses. In relation to the present and future value of any intellectual property created as a result of Consultant’s work with Client, Client is requested to proxri Consultant (whether once or over time, in relation to the ongoing or increasing value) as described in the Proxri Deal at: https://proxthink.com/members/about/proxri-deal.php.
9. Confidentiality
   
   For custom sessions, Consultant acknowledges that it may be necessary for Client to disclose certain confidential and proprietary information to Consultant in order for Consultant to perform duties under this Agreement. Consultant acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Client’s behalf.
   
   Proprietary or confidential information includes:
   • the written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use
   • business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information
   • information belonging to customers and suppliers of Client about whom Consultant gained knowledge as a result of Consultant’s services to Client
   • any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, and
   • any information that Client makes reasonable efforts to maintain the secrecy of.
   
   Consultant shall not be restricted in using any material which is publicly available, already in Consultant’s possession prior to commencement of Consultant’s provision of services to Client, or known to Consultant without restriction, or is rightfully obtained by Consultant from sources other than Client. Upon termination of Consultant’s services to Client, or at Client’s request, Consultant shall deliver to Client all materials in Consultant’s possession relating to Client’s business.
10. ProxThink.com Terms of Use
    
    Since the ProxThink.com website, and the ideas, concepts, patterns, models and tools on the website, may be used by Client during online sessions, Client agrees to be bound by the ProxThink.com Terms of Use as a part of this agreement. Links to the ProxThink.com Terms of Use may be found at the bottom of most pages of the ProxThink.com website, as well as via the following direct link:
    https://proxthink.com/members/about/terms-of-use.php
11. Consultant’s Reusable Resources
    
    Consultant owns or holds a license to use and sublicense various resources in existence before the start date of this Agreement (“Consultant’s Resources”). Consultant’s Resources include, but are not limited to: the ideas, concepts, patterns, models and tools on the website ProxThink.com (“ProxThink Framework”); online courses available via proxthink.thinkific.com and www.patreon.com/loughry/collections; the Shared Situations site and Shared Situations Guide available via sharedsituations.wordpress.com; as well as other content, services, products, projects, events, and marketing related to the ProxThink framework listed in the ProxThink Terms of Use. Consultant may, at his option, include Consultant’s Resources in the work performed under this Agreement. Consultant retains all right, title and interest, including all copyrights, patent rights, and trade secret rights in Consultant’s Resources. Usage of the Consultant’s Resources is governed by the ProxThink Terms of Use and Proxri Deal, found via links for each on most pages of the ProxThink.com website, as well as via the following direct links:
    https://proxthink.com/members/about/terms-of-use.php
    https://proxthink.com/members/about/proxri-deal.php
    
    In the case of resources which are not part of the Consultant’s Resources, Consultant grants Client a royalty-free nonexclusive license to use such resources incorporated into the work performed by Consultant under this Agreement, and this license shall have a perpetual term and may not be transferred by Client.
12. Term of Agreement
    
    This agreement will become effective when signed (as defined in the Signatures sections at the end of this Agreement) by both parties and will terminate on the earliest of:
    • the date Consultant completes the services required by this Agreement.
    • the date a party terminates the Agreement as provided below.
13. Terminating the Agreement
    
    Custom Sessions
    For custom sessions, with reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of cause for termination. Reasonable cause includes:
    • a material violation of this Agreement, or
    • nonpayment of Consultant's compensation after 20 days' written demand for payment.
    Consultant shall be entitled to full payment for services performed prior to the effective date of termination.
    
    Public or Open Sessions
    For public or open sessions, either party may terminate this Agreement by simply not participating.
14. Independent Contractor Status
    
    Consultant is an independent contractor, not Client’s employee. Consultant’s employees or subcontractors are not Client’s employees. Consultant and Client agree to the following rights consistent with an independent contractor relationship:
    • Consultant has the right to perform services for others during the term of this Agreement.
    • Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
    • Consultant has the right to hire subcontractors as assistants or to use employees as assistants to provide the services required by this Agreement, except in the case of services detailed in the Services section above, which state that Consultant shall perform those services.
    • Consultant or Consultant’s employees or subcontractors shall perform the services required by this Agreement; Client shall not hire, supervise, or pay any assistants to help Consultant.
    • Neither Consultant nor Consultant’s employees or subcontractors shall receive any training from Client in the skills necessary to perform the services required by this Agreement.
    • Client shall not require Consultant or Consultant’s employees or subcontractors to devote full time to performing the services required by this Agreement.
    • Neither Consultant nor Consultant’s employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
15. US and International Taxes
    
    Consultant shall pay all United States (US) income taxes and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. Client will not:
    • withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf
    • make state or federal unemployment compensation contributions on Consultant's behalf, or
    • withhold state or federal income tax from Consultant's payments.
    
    Any proxri or other charges included here do not include taxes. If Consultant is required to pay any federal, state, or local sales, use or property taxes, as well as Value Added Tax (VAT), Goods and Services Tax (GST), or other taxes, based on the services provided under this Agreement, the taxes shall be separately billed or charged to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of any such taxes by Client.
    
    For appropriate collection and remittance of any required sales tax, Value Added Tax (VAT), Goods and Services Tax (GST) or other applicable sales-related taxes relevant to the session(s), sending financial proxri to Consultant via the Patreon platform may be requested or required. If this is the case, it will be disclosed to Client prior to the session(s) along with details about how to proxri.
    
16. Exclusive Agreement
    
    This is the entire Agreement between Consultant and Client.
17. Modifying the Agreement
    
    This section applies to custom sessions.
    
    Client and Consultant recognize that:
    • Consultant's original cost and time estimates may be too low due to unforeseen events and/or to factors unknown to Consultant when this Agreement was made,
    • Client may desire mid-project changes in Consultant's services that would add time and cost to the project and possibly inconvenience Consultant, or
    • Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.
    
    If any changes and/or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties, and added to this Agreement.
18. Resolving Disputes
    
    If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Los Angeles, California, USA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If the dispute is not resolved within 30 days after it is referred to the mediator, any party may take the matter to court. If any court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled.
19. Limited Liability
    
    This provision allocates the risks under this Agreement between Consultant and Client.
    
    Consultant’s total liability to Client under this Agreement for damages, costs, and expenses shall not exceed the compensation or financial proxri received by Consultant under this Agreement. However, Consultant shall remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Consultant or Consultant’s employees or agents while on Client’s premises to the extent such actions or omissions were not caused by Client.
    
    NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER’S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
20. Notices
    
    All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:
    • when delivered personally to the recipient's address as stated on this Agreement, or
    • three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement, or
    • when sent by electronic mail, such notice or other communication is effective upon receipt provided that a duplicate copy of the notice or other communication is promptly given by first class mail, or the recipient delivers (by electronic mail or first class mail) a written confirmation of receipt.
21. No Partnership
    
    This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
22. Applicable Law
    
    This Agreement will be governed by the laws of the state of California, USA.

Signatures for Recorded Sessions
• Since some sessions may be viewed by some participants only as recordings, this agreement shall be considered signed by both Client and Consultant when Client begins viewing the recording of the session.

Signatures for Sessions With an In-Person Component
• For strictly in-person public, open, or custom sessions, copies of the Agreement or customized Agreement shall be signed by Client and Consultant digitally and/or on paper.
• For hybrid (a mixture of online and in-person) sessions that do not require a custom Agreement (meaning this Agreement is sufficient), the signing process for online participants shall be as described separately below for online public, open, and custom sessions. For in-person participants who are not also participating online, the Agreement shall be signed by Client and Consultant digitally and/or on paper.
• For hybrid (a mixture of online and in-person) sessions with a customized Agreement, copies of the custom Agreement shall be signed by Client and Consultant digitally and/or on paper. Alternatively, the custom Agreement may also specify that for online participants, it shall be considered signed as described below for online public, open, and custom sessions.

Signatures for Online Public Sessions
• For sessions hosted via public live streaming platforms, signatures may be one of two types: 1) this agreement shall be considered signed by both Client and Consultant when Client begins viewing the live-streamed session; or 2) if the live-streamed session includes a simultaneous session hosted on a meetings platform, this agreement shall be considered signed by both Client and Consultant when Client registers for the meeting by providing their name and email address.

Signatures for Online Open Sessions
• For sessions hosted on a meetings platform, this agreement shall be considered signed by both Client and Consultant when Client registers for the meeting by providing their name and email address, or if available during registration, agrees to the ProxThink Terms of Use.
• For sessions hosted on a meetings platform without using a registration process, this agreement shall be considered signed by both Client and Consultant when Client accepts an invitation or clicks a link to join the session.

Signatures for Online Custom Sessions
• For custom sessions which require additions or customizations to this Agreement, copies of the custom Agreement shall be signed by Client and Consultant digitally and/or on paper. Alternatively, the custom Agreement may also specify that it shall be considered signed as described above for online open sessions.
• For custom sessions which do not require additions or customizations to this Agreement (meaning this Agreement is sufficient), this agreement shall be considered signed by both Client and Consultant as described above for online open sessions.

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