Online Session Agreement
This Agreement is made between the online session participant (“Client”), and David Loughry (“Consultant”), with a principal place of business at 908 S. Hobart Blvd., #105, Los Angeles, CA 90006 USA.
Consultant agrees to perform and supply the services described below:
• Online workshops, seminars, webinars, classes, live events, consultations or other kinds of online 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 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.
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).
For proxri (see Section 3 below) totaling USD $5.00 or more per participant, including before-, during- and/or after-session proxri, session includes a one-year membership to the ProxThink.com website, if the session participant does not already have a membership. If the online session occurs within 30 days of the expiration of an existing membership, the membership will be extended for another year. For more details about membership, see: https://proxthink.com/join/index.php.
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. Such recordings may be made available to the session participants only if all session participants agree to allow it (based on privacy concerns related to session collaboration). 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
If needed 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 after the session, to be sent via the Internet within three business days.
- Proxri Deal
The Proxri Deal is part of this agreement. 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 more about 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.
- 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 suggests some financial proxri via PayPal prior to the session. Before-session proxri may be made via the following pages:
Let's ProxThink Sessions
After-Session Proxri After a session, Client is encouraged to proxri the Consultant 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 the following pages:
Let's ProxThink Sessions
Public Sessions via Google+ Hangouts On Air Registration is generally not required for public sessions. However, there may be the possibility for people to join a simultaneous session hosted by AnyMeeting.com that 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 via Google+ Hangouts To register, Clients can respond to a publicized event invitation on the ProxThink Google+ page. If possible, Clients should use the same email 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 any before-session proxri with a different email via PayPal can be associated with the registration email.
Open Sessions via AnyMeeting.com It is best to first complete the before-session proxri (see Section 3 above). Clients can then complete their registration by signing up at anymeeting.com/proxthink, using the same email address they used on PayPal. It is also possible to first sign up at anymeeting.com/proxthink, and if so it's helpful if the email address used for the before-session proxri on PayPal is the same email as the registration email. However, if Client uses a different email address, please let Consultant know so any proxri with a different email via PayPal can be associated with the registration email.
Custom Sessions Clients who have scheduled a custom session can coordinate with Consultant regarding before-session proxri and to complete their registration.
- Collaboration Proxri
- 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.
Not Allowed (Open and Custom Sessions) For open and custom sessions, 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.
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 our Collaboration Deal (see Section 5 above).
- 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 $90 per hour and be promptly reimbursed for all reasonable out-of-pocket expenses. In relation to the present or future value of any intellectual property created as a result of Consultant’s work with Client, Client is requested but not required to provide Consultant additional proxri (short for ProxRewards). For more information about proxri, see https://proxthink.com/brief/intro-proxri.php.
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.
- Consultant’s Reusable Resources
In the case of resources which are not part of the ProxThink Framework, Consultant grants Client a royalty-free nonexclusive license to use Consultant’s 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.
- 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.
- Terminating the Agreement
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.
- 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 above Section 1 titled Services, 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.
- Local, State, and Federal Taxes
Consultant shall pay all 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.
The charges included here do not include taxes. If Consultant is required to pay any federal, state, or local sales, use, property, or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of any taxes by Client.
- Exclusive Agreement
This is the entire Agreement between Consultant and Client.
- Modifying the Agreement
Client and Consultant recognize that:
• Consultant's original cost and time estimates may be too low due to unforeseen events or to factors unknown to Consultant when this Agreement was made,
• Client may desire a midproject change 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 intended changes 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.
- 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. 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.
- Limited Liability
This provision allocates the risks under this Agreement between Consultant and Client. Consultant’s pricing reflects the allocation of risk and limitation of liability specified below.
Consultant’s total liability to Client under this Agreement for damages, costs, and expenses shall not exceed the compensation 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.
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
• 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 is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
- No Partnership
This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
- 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 views the recording of the session.
Signatures for Public Sessions
• For sessions hosted via public Google+ Hangouts On Air, signatures can be one of two types: 1) this agreement shall be considered signed by both Client and Consultant when Client views the session; or 2) this agreement shall be considered signed by both Client and Consultant when Client joins the AnyMeeting.com session by providing at least their name and email address.
Signatures for Open Sessions
• For sessions hosted on AnyMeeting.com, this agreement shall be considered signed by both Client and Consultant when Client clicks the “I agree to the Terms of Service” box on the Registration page for the session on the AnyMeeting.com website.
• For sessions hosted via non-public Google+ Hangouts, this agreement shall be considered signed by both Client and Consultant when Client accepts the invitation to join the session.
Signatures for Custom Sessions
• Copies of this Agreement will be signed by Client and Consultant.
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