SPEECH COACHING & CONSULTING SERVICES TERMS, CONDITIONS & CANCELLATION POLICY
1. Services and Statement of Work. Corporate Speech Coaching (CSC) will provide the services (“Services”) as described in each Statement of Work (“SOW”). A SOW may only be amended or modified by a written change control document signed by authorized representatives of Corporate Speech Coaching (CSC) and Customer. In the event of any conflict between this Agreement and an applicable SOW, the SOW shall govern, but only as to that specific SOW.
2. Customer’s Duties and Responsibilities. Customer shall make available in a timely manner at no charge to Corporate Speech Coaching (CSC) all technical data, files, documentation, test data, sample output, or other information and resources reasonably required by Corporate Speech Coaching (CSC) for the performance of the Services. Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer.
3. Relationship of Parties. Each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with the other party, and neither party will by virtue of this Agreement have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
4. Confidentiality. Corporate Speech Coaching (CSC) and Customer each agree to retain in confidence the Confidential Information of the other party. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information: (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to or use of the Confidential Information of the disclosing party, as shown in records of receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order. The confidentiality obligations of this Section 4 shall survive the termination of this Agreement for a period of five (5) years. “Confidential Information” means all non-public information, trade secrets, know-how, inventions, techniques, processes, methodologies, programs, schematics, software, source code, data, work product, or any materials which are either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential. If either party breaches any of its confidentiality or other obligations hereunder, the other party shall be entitled to seek such equitable relief, including but not limited to injunctive relief, in addition to any monetary damages to which it may be entitled.
5. Intellectual Property Rights.
5.1 Consulting services performed by Corporate Speech Coaching (CSC) relate to Corporate Speech Coaching (CSC) speech coaching and public speaking. As a result, Corporate Speech Coaching (CSC) retains all right, title and interest in and to the materials, deliverables, Services and work product provided under each SOW, including patents, trademarks, copyrights (including the right to any derivative works), and all other intellectual property rights. The materials, deliverables, Services and work product shall not constitute "works made for hire" as that term is defined in Section 101 of the U.S. Copyright Act. To the extent that any materials, deliverables, Services or work product are considered to be "works made for hire," Customer agrees to assign all right, title, and interest in the foregoing to Corporate Speech Coaching (CSC) . Notwithstanding anything to the contrary in this Agreement, Corporate Speech Coaching (CSC) shall obtain no right, title or interest in any of Customer’s Confidential Information.
5.2 Corporate Speech Coaching (CSC) grants to Customer a nonexclusive, non-transferable, royalty-free license to use the deliverables solely for Customer’s internal use, pursuant to the applicable license or subscription agreement relating to the Corporate Speech Coaching (CSC) software product at issue. Support for customizations or deliverables is not provided under the Corporate Speech Coaching (CSC) support agreement (or any SOW unless specified therein) unless any issues also apply to the generally-available product.
7. Warranty and Disclaimer. CORPORATE SPEECH COACHING (CSC) WARRANTS THAT IT WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL SERVICES RENDERED PURSUANT TO THIS AGREEMENT WILL BE PERFORMED IN A WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY PRACTICES. EXCEPT FOR THE FOREGOING, SERVICES, DELIVERABLES AND WORK PRODUCT ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. CORPORATE SPEECH COACHING (CSC) AND ITS SUPPLIERS AND/OR SUBCONTRACTORS DISCLAIM ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. CORPORATE SPEECH COACHING (CSC) AND ITS SUPPLIERS AND/OR SUBCONTRACTORS DO NOT WARRANT THAT SERVICES, DELIVERABLES, OR WORK PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE PERFORMANCE OR USE THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE.
8. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CORPORATE SPEECH COACHING (CSC) AND/OR SUPPLIERS AND/OR SUBCONTRACTORS UNDER THIS AGREEMENT OR ANY SOW HEREUNDER SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO CORPORATE SPEECH COACHING (CSC) UNDER THE SOW WHICH IS THE SOURCE OF THE LIABILITY. ALL LIABILITY UNDER THIS AGREEMENT IS CUMULATIVE AND NOT PER INCIDENT.
9. Consequential Damages Waiver. IN NO EVENT SHALL CORPORATE SPEECH COACHING (CSC) OR ITS SUPPLIERS OR SUBCONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR (A) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR ANY OTHER INDIRECT DAMAGES EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, OR (B) ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES.
10. Term and Termination.
10.1. The term of this Agreement shall commence on the Effective Date stated in the Order Form and shall continue in full force unless terminated earlier under the provisions of this Section 10.
10.7. Sections 3, 4, 5, 8, 9, 11, 14 and 15 of this Agreement and any accrued rights to payment shall survive termination, regardless of the reason for termination.
11. Assignment and Subcontracting. Customer shall not assign or transfer any obligations or benefits under this Agreement without the prior written consent of Corporate Speech Coaching (CSC) . Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The Services may be provided by Corporate Speech Coaching (CSC) or individuals or organizations employed by or under contract with Corporate Speech Coaching (CSC) , at the discretion of Corporate Speech Coaching (CSC) , provided that Corporate Speech Coaching (CSC) shall be responsible for the performance of such individuals or organizations.
12. Notice. All notices required or permitted hereunder will be in writing and deemed received when (a) delivered personally; (b) when sent by confirmed facsimile (followed by the actual document in air mail/air courier); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six (6) days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery or, for international courier packages, two (2) days after deposit with a commercial express courier specifying 2-day delivery, with written verification of receipt. All communications will be sent to the addresses set forth on the Order Form or to such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.
13. Force Majeure. Except for payment obligations, each party shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control.
14. Solicitation of Employees. Customer acknowledges and agrees that the employees and consultants of Corporate Speech Coaching (CSC) performing the Services are a valuable asset to Corporate Speech Coaching (CSC) and are difficult to replace. Accordingly, Customer agrees that, for a period of one (1) year after the completion of the Services, it will not offer employment as an employee, independent contractor, or consultant to any Corporate Speech Coaching (CSC) employee or consultant (including employees or consultants of Corporate Speech Coaching (CSC) 's subcontractors) who perform any of the Services.
15.1. Customer Affiliates. Corporate Speech Coaching (CSC) agrees that Customer’s Affiliates shall be permitted to purchase Services under this Agreement, provided, however, that any such purchase(s) shall be evidenced by a separate SOW and Customer and its Affiliate(s) shall be jointly and severally liable for the compliance by the Affiliate(s) with the terms and conditions of this Agreement. For purposes of this Agreement, the term “Affiliates” means any affiliated entity that Controls, is Controlled by, or is under common Control with a party to this Agreement, and the term “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of an entity through the ownership of voting securities (at least fifty-one percent (51%) of its voting or equity securities), contract, voting trust, or otherwise.
15.3. Affirmative Action/Equal Opportunity Employer. Corporate Speech Coaching (CSC) is an Affirmative Action/equal employment opportunity employer who will employ qualified individuals with disabilities and qualified protected veterans.
16. Additional Terms and Conditions for Corporate Speech Coaching (CSC) Onsite and Live Online Training. The following additional terms and conditions apply to Corporate Speech Coaching (CSC) Training:
A. Cancellation: Training engagements must be rescheduled or cancelled within ten (10) business days of the training event, otherwise the full amount of training fees and travel expenses will be due. If Customer cancels or reschedules before the deadline stated in the preceding sentence, for the avoidance of doubt, Customer will be responsible for any cancellation or change fees Corporate Speech Coaching (CSC) has incurred or may incur in connection with any booked travel. Corporate Speech Coaching (CSC) practices a 24-hour Cancellation Policy for Online sessions. All sessions cancelled within 24-hours of the appointment must be fully compensated. Due to high demand for sessions, appointments cancelled with less than 48-hours notice will also be charged a $50 fee. Corporate Speech Coaching (CSC) respectfully requests 72-hours notice when canceling appointments, but there is no fee unless cancellations are made with under 48-hours notice. Out of fairness and integrity to all teachers and students, please note that we can make no exceptions to this policy. This includes cancellations due to illness, weather, transportation problems, etc.
B. Warranty and Disclaimer: Corporate Speech Coaching (CSC) warrants that it will perform training services in a reasonable manner using generally accepted industry standards and practices. THE EXPRESS WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
C. Training Materials: All materials provided to Customer for training purposes (and all intellectual property rights related thereto) are owned exclusively by Corporate Speech Coaching (CSC) ("Training Materials"). Corporate Speech Coaching (CSC) grants Customer a limited, non-exclusive license to use and make a reasonable number of internal copies of any Training Materials strictly for the purpose of facilitating the understanding, utilization, and operation of its licensed Corporate Speech Coaching (CSC) Software product(s).
D. Maximum Participants: Classes are delivered to a maximum of 30 participants. Corporate Speech Coaching (CSC) may charge up to an additional $500 per participant over the maximum number of participants for the training. Please notify Coach@Corporate Speech Coaching .com if Customer requires additional participants prior to the course delivery date.
E. Changes: Changes to the final agenda and scope of a training engagement requested by Customer may incur additional costs; including costs for additional participants in the training session(s); such changes must be discussed with the Corporate Speech Coaching (CSC) Training Manager. Any changes must be agreed to by both parties in writing.
F. Expiration: When purchasing classes they do have an expiration date. Packages of 5 classes expire within 45 calendar days of purchase, package of 10 classes expire within 90 days of purchase.