This New Amsterdam Training Membership Agreement (‘Agreement”) is entered into by and between New Amsterdam, LLC, a New York limited liability company (the “Company”) and an individual making payment and/or participating (“Participant”) in New Amsterdam, LLC’s Academy (the “Program”) effective as of the date of payment receipt (the “Effective Date”). This Agreement incorporates the terms and conditions listed below. For the purposes of this Agreement, the Company and Participant are each referred to as a “Party,” collectively the “Parties."
Participant agrees to membership in the New Amsterdam Academy (the “Program”).
TERMS AND CONDITIONS
1. Description of Services.
Access. Subject to Participant’s payments of the “Fees” set forth in Section 2 below, Participant will be permitted to access (the “Program”):
The Program consists of one weekly video given access every Monday. The weekly video will appear no less than forty times per year.
The Program consists of one weekly forty-five minute group webinar (the “Accountability Call”) hosted by a Company trainer, access to the website portal. The Company will have no less than forty Accountability Calls per year.
The Program provides access to video and audio archives.
The Program provides access to a private community group (the "Forum").
The Program is subject to the following blackout dates: all Federal holidays and the weeks of July 1st – 4th, November 23rd – 27th, December 21st – 31st (the “Blackout Dates”).
The program membership access term is one calendar year (the “Term”), subject to terms and conditions listed below.
Scheduling. Subject to the Blackout Dates or as may be rescheduled under Section 1 below, the training calls are regularly scheduled as follows:
The Accountability Call (the “Calls”): Fridays at 12:00 pm EST.
Calls are conducted on a rolling basis and the start of the Participant’s Program membership starts on the next available call date immediately following the Effective Date. Participant is responsible to attend every Call and is not entitled to any credit or make up Calls if Participant fails to make a Call for any reason.
Limitations. Participant’s membership and the Fee set forth in Section 2 below are limited to one individual access to the online videos, weekly video, and call (collectively, the “Resources”). In no event shall Participant share access to the Resources or web links with any other person, including without limitation, sharing Participant’s access codes or permitting others hear the content of the Resources via speakerphone or other technological devices. As damages and frequency of violations would be difficult to prove, Participant acknowledges that a breach of this Section 1 will entitle Company to liquidated damages (and not as a penalty) in the amount of the full Fees for the subscribe Program per violation (for illustrative purposes only, if Participant has three other people listen on the Accountability Call via speakerphone, then Participant will be liable to Company for three (3) full membership Fees for these individuals listening on the Accountability Call for the full Program).
Substitutions: Company may substitute its trainers on any Resources at any time without notice.
Suspension: Without limiting any other remedies available in law or equity, Company reserves the right to suspend Participant’s access to the Resources in the event of any breach or threatened breach of this Agreement by Participant, including, without limitation, failure to pay Fees or disputing Fee payments.
Cancellation/Rescheduling Accountability Calls: Company reserves the right, upon no less than 24 hours written notice to Participant, to cancel any regularly scheduled Accountability Call and reschedule the same within a thirty (30) day period from the date of cancellation on a date and time determined at the Company’s sole discretion.
Participant agrees that he/she is fully responsible for the outcome of his/her training, based on his/her level of involvement and follow through.
Participant acknowledges that the Programs are directive and may be challenging;
Participant may terminate at any time; however, Participant understands that he/she is obligated to participate in an exit interview in order to complete termination process as well as the cancellation fee set forth in Section 3 below.
Participant shall not be entitled to a refund of the Fees unless for Company’s uncured breach or as otherwise set forth in Section 3.
Participant’s access to the Program, the Resources and the Materials are personal to Participant and are nontransferable and not assignable. Participant shall not share any Call-in codes or web links with any other person.
Participant remains personally responsible for the Fees.
Participant agrees that Company reserves the right, in its sole judgment, to cease providing Participant access to the Services on any of the following grounds: (A) lack of participation in work, (B) behavioral issues or disruptive behavior, or (C) any other reason deemed sufficient by Company which would detract from the Program and the experience of other Participants.
Participant understands that any training provided by the Company is NOT psychological counseling. No Program is designed nor administered by trained psychologists or psychiatrists. If Participant is participating in psychological counseling of any type, Participant represents and warrants that he/she has discussed his/her participation in this Program with his/her counselor and/or psychologist, and have thereby obtained his/her counselor and/or psychologist’s clearance to participate in the Program.
Participant is responsible and accountable for their decisions, actions and results in life, and by use of the Program, Participant agrees not to attempt to hold us liable for any such decisions, actions or results, at any time, under any circumstance.
2. Fees and Payment Terms
Fees. Participant shall pay the Company the following membership amounts for access to a Program, as applicable (the “Fees”):
The New Amsterdam Academy: $199.00 (USD), payable upon enrollment (execution of this Agreement).
Annual Increases. The Company reserves the right to increase Fees on any Program, which will take effect on the expiration of the applicable Program (the “Term”) for Participant’s Program.
3. Cancellation Policy. Upon written notice to Company within fifteen days after the Effective Date, Participant may cancel this Agreement and receive a full refund of Fees. No refund after fifteen days of Effective Date. No exceptions.
4. Term; Termination; Survival
Term. Unless earlier terminated pursuant to the terms set forth herein, this Agreement shall commence on the Effective Date and end on the expiration of the applicable Program (the “Term”).
Termination. Either party may terminate this Agreement for breach if the other party has not cured such breach within thirty (30) days of receipt of prior written notice thereof.
Effect of Termination. Upon termination, for any reason, Company shall have no further obligation to Participant with respect to this Agreement.
(d) Survival. Sections above shall survive termination or expiration of this Agreement.
5. Representations and Warranties; Disclaimers
EACH OF COMPANY AND PARTICIPANT REPRESENTS AND WARRANTS TO THE OTHER THAT: (I) IT HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER; AND (II) THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT SHALL NOT CONFLICT WITH ITS CHARTER OR BYLAWS, OR ANY AGREEMENT, ORDER, OR JUDGMENT TO WHICH IT IS BOUND. THE IMMEDIATELY FOREGOING WARRANTY IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY COMPANY HEREUNDER. THE SERVICES AND MATERIALS ARE PROVIDED, AND PARTICIPANT ACCEPTS THE SERVICES AND MATERIALS, “AS IS” WITHOUT OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ITS PERFORMANCE, ACCURACY, OR COMPLETENESS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THEENTIRE RISK ARISING OUT OF PARTICIPANT’S USE OR PERFORMANCE OF THE SERVICES AND MATERIALS, INCLUDING COMPLIANCE WITH LAW, IS, AND REMAINS, WITH PARTICIPANT
6. Intellectual Property Rights
Ownership of Materials. For the purposes of this Agreement, “Materials” means all text, materials, graphics, charts, notebooks, pictures, graphs, drawings, photographs, video, audio and all other content provided by Company to Participant with respect to a Program, including all derivative works thereof, in any medium now known and hereafter devised. Participant agrees that Company exclusively owns all rights, title and interest in and to the Materials, and subject to the limited license set forth below, shall not engage in any act or omission that would otherwise challenge Company’s exclusive intellectual property rights thereto.
Limited License. Provided the Fees are paid, Company grants to Participant a limited, non-exclusive, non-transferable, revocable right and license, for Participant’s own personal use, to use the Materials solely for participating in the Program and not for any other purpose. Participant shall not copy, duplicate, or reproduce the Materials or any portion thereof, without the express written consent of Company, which consent may be withheld in its sole discretion.
Publicity Rights Release. As a condition of allowing Participant to participate in the Program, Participant hereby grants the Company and its assignees a non-exclusive, worldwide, perpetual, irrevocable, unlimited, worldwide, transferable, sub-licensable (through multiple tiers) fully-paid royalty-free right and license to use, reproduce, publish, transmit, distribute, broadcast and display audio recordings that contain Participant’s voice, name, likeness, sound/video recordings and photographs (without right of attribution) in any media, now known or hereafter devised (collectively, the “Publicity Rights”). The Company may exploit the Publicity Rights without further notice to Participant or without Participant’s approval of the finished photographs, videos or audio recordings. Participant hereby acknowledges and agrees: (i) that Company shall have no obligation to utilize his/her name, voice and/or likeness and hereby releases Company, its successors, assignees and licensees from any and all claims and demands arising out of or in connection with such use including, without limitation, any and all claims for Invasion of privacy, infringement of his/her right of publicity, defamation (including libel and slander) and any other personal and/or property rights; and (ii) Company, its successors, assignees and licensees shall not be liable to Participant for any distortion or illusionary effect resulting from the publication of his/her picture, portrait or likeness.
Information. In the course of performance of this Agreement, Company may find it necessary to disclose certain confidential information (“Information”) to Participant. For the purposes of this Agreement.
“Information” includes, without limitation, the Materials, all business processes related to the training, methodologies, pricing, and recordings. The Participant agrees that he/she: (i) will treat the Information as confidential and use the same degree of care as the Participant would employ in the protection of their own similar confidential information, but no less than reasonable care; (ii) will only use the Information in connection with receiving the training Services as set forth in this Agreement; and (ii) shall not disclose the Information to any other person unless authorized in writing by the Company.
Exclusions. Information shall not be subject to this if: (i) it is in the public domain at the time of disclosure, or enters the public domain without breach of these terms; (ii) it is known to the Participant prior to the disclosure, or is independently developed by the Participant as shown by Participant’s written records at the time of disclosure; (iii) it is obtained by the Participant in good faith from a third party not under obligation of secrecy to the Company; or (iv) it is the subject of a court or government agency order to disclose, however, in such a case, the Participant shall give the Company prompt notice of such order.
Limitation of Liability; Damages Exclusions
IN NO EVENT SHALL COMPANY BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, WHETHER BY COMMON LAW OR STATUTE, ARISING HEREFROM OR RELATED HERETO IN ANY CAUSES OF ACTION OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL LIABILITY TO PARTICIPANT FOR EVERY REASON SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY PARTICIPANT TO COMPANY FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CLAIM AROSE.
Indemnification. Participant shall indemnify, defend and hold Company, its affiliated companies, and each of their respective officers, directors, shareholders, managers, members, employees, agents and attorneys (collectively, the “Indemnified Parties”) from all damages, costs, liabilities, claims and penalties (including, without limitation, reasonable attorney’s fees and costs) attributed to Participant’s negligent acts or omissions, breach of this Agreement or participation in any Program.
General Provisions. The sole relationship between Company and Participant shall be that of independent contractors with no rights of partnership, agency, or representation. Nothing express or implied herein shall confer upon any third party any rights, remedies, obligations, or liabilities. This Agreement constitutes the entire agreement between Company and Participant with respect to the subject matter hereof and supersedes all prior understandings, communications, and agreements between them, written or oral, regarding such subject matter. This Agreement shall not be modified, nor shall any provision hereof be waived or amended, except by a written amendment duly executed by Company and Participant. A waiver of any provision hereof with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. If any provision hereof shall be held to be invalid or unenforceable, then such provision shall be reformed to the extent necessary to make such provision valid and enforceable when so applied. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts entered into and wholly to be performed therein, without regard to conflicts of law’s provisions. The parties hereby irrevocably consent to the state and federal courts in the State of New York as the sole and exclusive jurisdiction to adjudicate any disputes arising between the parties under this Agreement. Any written notices to be given hereunder shall be delivered via U.S. Mail, express courier, confirmed facsimile, or confirmed email, to such locations, telephone numbers, and addresses as each of Company and Participant shall notify the other from time to time. A facsimile or scanned copy hereof shall be deemed to be an original.