Terms & Conditions for Campus Writing Retreats
This Service Agreement ("Agreement") is made and entered between InkWell Academic Writing Retreats LLC (“InkWell”) and you (hereinafter “Client”) and applies to InkWell’s writing retreats, events, presentations, facilitations and related consulting services (collectively the “Services”).
Client acknowledges and agrees that Client has read, understands and agrees to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by InkWell from time to time and the foregoing shall be incorporated herein by reference. If Client is an individual agreeing to this Agreement on behalf of the Client’s legal entity, Client represents that such individual has the legal authority to bind such entity. If Client does not agree with this Agreement, Client must not use or otherwise participate in the Services. This Agreement is entered into as of the earlier of (i) the date Client accepts this Agreement or (ii) Customer’s initial access to and/or use of the Services (“Effective Date”).
I. Services
II. Ownership; Recordings; Participation Release
III. Compensation
IV. Confidentiality
"Confidential Information" includes (i) all information related to the business of one party (“Disclosing Party”) and any of its affiliates, clients and other third parties, to which the other party (“Receiving Party”) has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Services; (ii) all notes, analyses and studies prepared by the Receiving Party incorporating any of the information described in this Article IV, and (iii) the terms and conditions of this Agreement. The Receiving Party must only use the Disclosing Party’s Confidential Information for the purposes of this Agreement and may only disclose the Disclosing Party’s Confidential Information to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with this Agreement. The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. Confidential Information does not include information that: (a) is obtained by the Receiving Party from the public domain without breach of this Agreement; (b) was lawfully and demonstrably in the possession of the Receiving Party prior to its receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) becomes known by the Receiving Party from a third party independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the Disclosing Party, the Receiving Party will provide prompt notice to the Disclosing Party of such receipt, and may thereafter comply with such process. Upon request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party, destroy or delete as the Disclosing Party directs, all original documents and copies (including those in electronic form) which contain or relate to Confidential Information of the Disclosing Party. Each party acknowledges that a breach of this Article IV may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party will be entitled to seek, injunctive or such further relief as may be proper from a court of competent jurisdiction.
V. Term. The term of this Agreement shall commence on the Effective Date and shall continue through the date of the scheduled event (“Date of the Engagement”) unless otherwise terminated or cancelled in accordance the terms and conditions of this Agreement.
VI. Termination/Cancellation
VII. Limitation of Liability
EACH PARTY’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO INKWELL. IN NO EVENT WILL CLIENT OR INKWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO LIMITATION OR EXCLUSION OF EITHER PARTY’S LIABILITY WILL APPLY WITH RESPECT TO ANY CLAIMS ARISING OUT OF AND/OR RELATING TO ARTICLE IV AND ARTICLE VIII OF THIS AGREEMENT AND/OR ITS WILLFUL MISCONDUCT AND/OR GROSS NEGLIGENCE.
VIII. Indemnification
Client shall indemnify, defend and hold InkWell and its officers, associates, employees, contractors and agents harmless from and against all liabilities, losses, costs, damages, demands and expenses, including reasonable attorney’s fees, arising out of, and/or relating to (i) Client’s, its Participants and/or its Representatives breach of the terms and/or conditions of this Agreement, (ii) any damage or injury to the person or property of others caused by Client and/or the Participants while participating in the Services, (iii) Client’s, its Participants and/or its Representatives failure to use of the Services and/or Pre-Existing Materials in accordance with the terms and conditions set forth herein. InkWell shall promptly notify the Client of the claim and InkWell may participate at its cost in its discretion.
IX. Independent Contractor Relationship
It is understood by the parties that InkWell is an independent contractorand will determine the method, details and means of performing the Services. No party shall have the authority to bind, represent or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture or agency relationship between the parties for any purpose. Nothing contained herein shall give or is intended to give any rights of any kind to any third persons.
X. Assignment
Client may not assign, as a result of a change of control or by operation of law or otherwise, its rights or obligations under this Agreement without the prior written consent of InkWell. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.
XI. Notices
All notices and other communications given or made pursuant to this Agreement must be in writing, sent to the persons designated herein or to such other persons and addresses as the parties may designate from time to time and will be deemed to have been given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
XII. Miscellaneous
This Agreement and any documents referenced herein constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties. If any provision and/or term of this Agreement shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. This Agreement shall be governed in all respects by the laws of the State of Oregon, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Agreement, this Agreement will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either party of any breach and/or default and/or failure to exercise any right allowed under this Agreement is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under this Agreement.
Client acknowledges and agrees that Client has read, understands and agrees to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by InkWell from time to time and the foregoing shall be incorporated herein by reference. If Client is an individual agreeing to this Agreement on behalf of the Client’s legal entity, Client represents that such individual has the legal authority to bind such entity. If Client does not agree with this Agreement, Client must not use or otherwise participate in the Services. This Agreement is entered into as of the earlier of (i) the date Client accepts this Agreement or (ii) Customer’s initial access to and/or use of the Services (“Effective Date”).
I. Services
- Client shall cooperate with InkWell, and provide personnel to assist and answer questions as reasonably requested by InkWell. Client shall be responsible for managing the Services, and shall remain fully liable for all acts or omissions of its staff, employees, participants, students, attendees (collectively, the “Participants”) as if they were the acts or omissions of the Client.
- InkWell shall advise Client via phone and/or email related to logistical details required to provide the Services. InkWell shall provide Client with a .pdf file containing any necessary handouts at least two (2) weeks prior to the date of the retreat for printing. Notwithstanding anything herein to the contrary, in the event Client requests out-of-scope or Services not expressly identified herein, InkWell may provide such Services at its then-current hourly rate(s) and Client acknowledges and agrees that the timelines set forth herein may be extended.
- Client shall manage the Services set forth in this Agreement and shall:
- select and book a space that, to the greatest degree possible, adheres to InkWell’s suggestions regarding size, layout, and furnishings;
- provide audio/visual equipment as requested by InkWell;
- advise retreat participants on suggested equipment and supplies prior to the retreat;
- pay the cost of printing and delivering any handouts for participants provided by InkWell with the exception of any materials received after the 2 week deadline; and/or
- arrange a private eating space and box lunch for InkWell on the day of the retreat.
II. Ownership; Recordings; Participation Release
- InkWell retains all rights, title, interest and ownership, of and all intellectual property rights with respect to the Services. InkWell may provide materials to Client and its Participants including but not limited to information, notes, recordings, chats, analyses, courses, studies, videos, books, presentational materials and other aids, procedures, frameworks, techniques, operating methods, know-how, processes, formulas, source and object codes, data, improvements, plans, modifications, and/or derivative works and any other information which could reasonably be expected to benefit competitors of InkWell (collectively, “Pre-Existing Materials”). Client understands that the Pre-Existing Materials that it receives are confidential and proprietary to InkWell, and shall not be sold, loaned, rented, given away, distributed, advertised for sale on the ‘Internet’ and/or through any other medium, and/or exploited in any manner. InkWell hereby grants, subject to InkWell’s receipt of payment hereunder in accordance with the terms and conditions herein, to Client and/or its Participants a non-exclusive, non-transferrable, royalty-free, and limited license under InkWell’ intellectual rights in and to the Pre-Existing Materials to use solely for personal and individual use, and solely as so included in conjunction with the Services. The commercial use, reproduction, transmission or distribution of any Pre-Existing Materials available through the Services without the prior written consent of InkWell is strictly prohibited.
- Client agrees and shall ensure its Participants shall not tape-record, video-record, transmit, photograph, and/or otherwise reproduce the course and/or any and all courses provided through the Service.
- In consideration of Client and/or its Participants engagement in the Services, and for other valuable consideration herein acknowledged as received, Client and/or its Participants grant InkWell the right and permission to copyright, use, publish and/or republish, at any time any photographs and/or videos of the courses and/or Services and any likeness of Client and/or its Participants contained therein, in any and all media or formats, throughout the world, in perpetuity, for art, advertising, trade or any other purpose whatsoever. Client and/or its Participants agree that it will not assert or maintain against InkWell any claim, action, suit or demand of any kind or nature whatsoever, including but not limited to, those grounded upon invasion of privacy, rights or publicity or other civil rights, or for any other reason in connection with InkWell’s authorized use of Client and/or Participant’s physical likeness and sound as herein provided. Client agrees and shall ensure its Participants agree to hereby release and discharge InkWell from any and all liability, demands, actions, causes of action(s), costs and expenses whatsoever, at law or in equity, known or unknown, anticipated or unanticipated, which InkWell ever had, now have, or may, or shall hereafter have by reason, matter and/or cause arising out of InkWell’s use as herein provided.
III. Compensation
- In consideration of the provision of the Services described herein, the Client agrees to pay InkWell a fixed fee for the Services. The Fee includes all travel related expenses and arrangements, including airfare, ground transportation, and lodging. All Fees due and payable by Client to InkWell under this Agreement must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. The Fees reflected herein shall be in U.S. Dollars.
- Client shall be solely responsible for any fees related to food, printing costs and facility and/or space rental fees, unless otherwise agreed to by the parties in writing.
- Unless otherwise agreed to by the parties in writing, Client shall pay Contractor at the time of the Service. In the event Client does not make payment on the date on which it is due to be paid, InkWell may, in its sole discretion, suspend Services until payment is made in full without incurring any liability.
IV. Confidentiality
"Confidential Information" includes (i) all information related to the business of one party (“Disclosing Party”) and any of its affiliates, clients and other third parties, to which the other party (“Receiving Party”) has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Services; (ii) all notes, analyses and studies prepared by the Receiving Party incorporating any of the information described in this Article IV, and (iii) the terms and conditions of this Agreement. The Receiving Party must only use the Disclosing Party’s Confidential Information for the purposes of this Agreement and may only disclose the Disclosing Party’s Confidential Information to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with this Agreement. The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. Confidential Information does not include information that: (a) is obtained by the Receiving Party from the public domain without breach of this Agreement; (b) was lawfully and demonstrably in the possession of the Receiving Party prior to its receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) becomes known by the Receiving Party from a third party independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the Disclosing Party, the Receiving Party will provide prompt notice to the Disclosing Party of such receipt, and may thereafter comply with such process. Upon request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party, destroy or delete as the Disclosing Party directs, all original documents and copies (including those in electronic form) which contain or relate to Confidential Information of the Disclosing Party. Each party acknowledges that a breach of this Article IV may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party will be entitled to seek, injunctive or such further relief as may be proper from a court of competent jurisdiction.
V. Term. The term of this Agreement shall commence on the Effective Date and shall continue through the date of the scheduled event (“Date of the Engagement”) unless otherwise terminated or cancelled in accordance the terms and conditions of this Agreement.
VI. Termination/Cancellation
- Termination for Breach. If a party materially breaches this Agreement (the "Defaulting Party"), and the Defaulting Party does not cure such breach within ten (10) days after its receipt of written notice of material breach, the non-defaulting party may terminate this Agreement upon written notice to the Defaulting Party. Termination of this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement or at law or in equity.
- Effect of Termination. Upon termination of this Agreement, Client will pay all outstanding fees, charges and expenses incurred through the effective date of termination.
- Cancellation Policy. Unless otherwise, agreed to by the parties, the following cancellation policy shall apply to the Services:
- In the event the Services are cancelled by the Client within 180 days prior to the date of engagement, the Client shall be responsible for fifty-percent (50%) of the Fees, which shall be due and payable within five (5) days following Client’s receipt of an invoice.
- In the event the Services are cancelled by Client within 90 days prior to the date of engagement, the Client shall be responsible for one hundred percent (100%) of the Fees, which shall be due and payable within five (5) days following Client’s receipt of an invoice.
- Except as otherwise provided herein, in the event InkWell cancels the Service, InkWell shall solely be responsible for its own costs, fees and/or expenses incurred prior to the date of termination.
- In the event the Services are cancelled by either party due to a fire, flood, earthquake, inclement weather, elements of nature, epidemics, communication line failures, power failures, acts of God, acts of war, terrorism, or civil disorders, emergency, illness or reasons outside the control of either party, the parties shall use commercially reasonable efforts to reschedule the Services, as appropriate.
VII. Limitation of Liability
EACH PARTY’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO INKWELL. IN NO EVENT WILL CLIENT OR INKWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO LIMITATION OR EXCLUSION OF EITHER PARTY’S LIABILITY WILL APPLY WITH RESPECT TO ANY CLAIMS ARISING OUT OF AND/OR RELATING TO ARTICLE IV AND ARTICLE VIII OF THIS AGREEMENT AND/OR ITS WILLFUL MISCONDUCT AND/OR GROSS NEGLIGENCE.
VIII. Indemnification
Client shall indemnify, defend and hold InkWell and its officers, associates, employees, contractors and agents harmless from and against all liabilities, losses, costs, damages, demands and expenses, including reasonable attorney’s fees, arising out of, and/or relating to (i) Client’s, its Participants and/or its Representatives breach of the terms and/or conditions of this Agreement, (ii) any damage or injury to the person or property of others caused by Client and/or the Participants while participating in the Services, (iii) Client’s, its Participants and/or its Representatives failure to use of the Services and/or Pre-Existing Materials in accordance with the terms and conditions set forth herein. InkWell shall promptly notify the Client of the claim and InkWell may participate at its cost in its discretion.
IX. Independent Contractor Relationship
It is understood by the parties that InkWell is an independent contractorand will determine the method, details and means of performing the Services. No party shall have the authority to bind, represent or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture or agency relationship between the parties for any purpose. Nothing contained herein shall give or is intended to give any rights of any kind to any third persons.
X. Assignment
Client may not assign, as a result of a change of control or by operation of law or otherwise, its rights or obligations under this Agreement without the prior written consent of InkWell. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.
XI. Notices
All notices and other communications given or made pursuant to this Agreement must be in writing, sent to the persons designated herein or to such other persons and addresses as the parties may designate from time to time and will be deemed to have been given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
XII. Miscellaneous
This Agreement and any documents referenced herein constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties. If any provision and/or term of this Agreement shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. This Agreement shall be governed in all respects by the laws of the State of Oregon, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Agreement, this Agreement will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either party of any breach and/or default and/or failure to exercise any right allowed under this Agreement is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under this Agreement.