CONSULTING & SERVICES AGREEMENT
This Consulting Agreement (the “Agreement”) is made as if digitally received by the Customer on any of Confident Kids Academy websites, connected subdomains and/or brands. The agreement is made between Confident Kids Academy (“CKA”, “CKRA” or “CKRAcademy”), and the person or legal entity accepting and/or paying for the product or services offered by CKA (the “Customer”). CKA is owned and operated by Shari Jensen and Rosemary Gin.
In consideration of the mutual covenants contained herein, CKA and the Customer (each a “Party” and collectively, the “Parties”) agree as follows:
⦁ Scope of Work. In consideration of Customer’s payments under this Agreement, CKA shall perform in accordance with the terms of this Agreement the services of Consulting via Virtual Training with the goal of increasing the Customer’s ability to teach.
⦁ CKA will provide the training and resources on how to teach children to read through weekly call support “Office Hours”, course videos from their course portal, and through weekly Live Trainings.
⦁ The initial term of the Agreement shall begin on the date of the execution of this Agreement and shall remain in effect for one year thereafter. Either party shall have the unlimited right to terminate this Agreement within fourteen (14) days, of the affixed date of agreement, in written notice to the other party. Notice to CKA may be sent to
[email protected].
⦁ In consideration of The CKAs’ performance of the Scope of Work in accordance with the Agreement, Customer shall pay CKA a fee (the “Fee”) as determined below.
⦁ All Payments for CKA are in USD and are non-refundable. Payments for this training are accepted as a One Time Payment or in a Multiple Payment Plan as outlined at the time of Customer checkout. Payments listed on CKA website and/or connected subdomain or brand domain where and when this Consulting Agreement between CKA and Customer is accepted digitally by the Customer.
⦁ Payments for all CKA online virtual events are non-refundable after the 14th day.
⦁ The Fee includes the amount of any sales, use, excise, or other similar tax applicable to the performance of the Scope of Work (”Tax”).
⦁ The parties intend that an independent contractor relationship will be created by this Agreement. Customer is interested only in the results and trainings of CKA’s work and shall not exercise any control over the conduct or supervision of the Scope of Work or the means of its performance. CKA shall have full responsibility for the payment of all provincial, state, federal and local taxes and contributions including penalties and interest, imposed pursuant to unemployment insurance, social security, income tax, workers’ compensation or any similar statute.
⦁ CKA provides a non-accredited, in-house Certificate of Completion from the CKA training program, (“CKA Reader Detective Certification program”) which provides individuals with training to expand their skills and knowledge for proficient operations in the workforce as a reading tutor.
⦁ Please carefully read the Terms and Conditions relating to your participation with CKA which is conducted by Shari Jensen and Rosemary Gin. By registering for CKA, Customer signifies your acceptance of and obligation to comply with these legal terms and conditions. If you have objections to any of the following Terms and Conditions, you should not register or participate in CKA.
⦁ Subject to the terms and conditions of this Agreement, Certification will be granted only if the Customer pays for the course in full and completes the CKA training course, and submits written assignment reflections as outlined in the printable workbook that accompanies the course. The Customer will be provided with a Certificate of Completion from CKA.
⦁ This certificate is non-exclusive, non-assignable, and non-transferable.
⦁ Upon receipt of certification, the Customer understands that this is an educational and training program based on Confident Kids Academy framework and not a franchise, business opportunity, employment relationship, referral program, or implied endorsement. The Customer understands that once they receive certification, they are free to take their new knowledge and experience and use it as they see fit. They do not become a representative of CKA, Shari Jensen and Rosemary Gin and are not authorized to make any such representation.
⦁ In compliance with Canadian & US Federal Trade Commission rules, the Customer understands and agrees that CKA does not and cannot by law guarantee specific or any results, income, or success in utilizing the CKA framework whatsoever.
⦁ The Customer is prohibited from sharing, distributing, packaging, or training from CKA for other third parties who are not Customers without written permission from CKA.
⦁ The Customer agrees to hold harmless and indemnify CKA, Shari Jensen and Rosemary Gin and their agents and assigns from any and all liability for any general, special or consequential loss or damages that result from the use of, or the inability to use even if advised of the possibility of such possibilities or damages.
⦁ CKA is the licensed property of co-owners, Shari Jensen and Rosemary Gin and are protected by copyright. Nothing in this Agreement shall be construed as transferring, assigning, licensing, or conveying any such ownership or proprietary rights to CKA from co-owners, Shari Jensen and Rosemary Gin, to the Customer, or any other person or entity. The Customer may not duplicate, modify, or otherwise use CKA in any other format unless otherwise noted in our Resource Library without the prior consent of CKA.
⦁ The CKA provides course materials, programs, resources and trainings for educational use only and by law does not and cannot offer professional legal, financial, health, tax, therapeutic, or psychiatric advice or treatment. The information contained within or made available through our courses, training programs, and virtual events cannot replace or substitute for the services of trained professionals in any field, including, but not limited to financial, medical, psychological, or legal matters. The Customer is not permitted to, under any circumstances, to film, record, or capture audio or video footage during any training sessions. Customers who violate this may be asked to delete the footage, discontinue the use of the device, and/or may be removed from the group and any programs, courses, training sessions or events.
⦁ The CKA team requires all members, and Customers to be respectful and professional to any other clients, CKA staff, hosts, speakers and other attendees and their guests even during no-scheduled downtime. If any Customer is deemed to be rude, unethical, or behaves in a manner that compromises CKA community, standards or brand, CKA will not tolerate any unprofessional, hateful, sexist, racist, homophobic, or discriminatory rhetoric or actions, or bullying of any kind.
⦁ Disclosure of CKA’s Information. Customer acknowledges that certain of CKA’s valuable, confidential and proprietary information may come into its possession. Accordingly, Customer agrees that all such information furnished to the Customer by CKA shall remain the exclusive property of CKA, and agrees to hold all information it obtains from or about CKA in strictest confidence, not to use such information other than for the performance of the Agreement, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which it is bound. Customer shall not communicate CKA’s information in any form to any third party without CKA’s prior written consent. In the event of any violation of this provision, The CKA shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which CKA may be entitled.
⦁ Disclosure of Other Virtual Training Participant's Information. Each Customer (Virtual Training Participant) acknowledges that certain of the other Virtual Training Participant’s valuable, confidential and proprietary information may come into its possession. Accordingly, each Virtual Training Participant agrees that all such information furnished to the other Virtual Training Participants by it shall remain the exclusive property of the disclosing Virtual Training Participant, and agrees to hold all information it obtains from or about that Virtual Training Participant in strictest confidence, not to use such information other than for the performance of the Agreement, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which it is bound. Neither Virtual Training Participant shall communicate the other’s information in any form to any third party without the other Virtual Training Participant's prior written consent. In the event of any violation of this provision, the disclosing party shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which that Virtual Training Participant may be entitled.
⦁ No Warranties and Limitation of Liability. Except as expressly set forth herein, the work product delivered to Customer pursuant to the Scope of Work is delivered and accepted by Customer without any warranty whatsoever, including but not limited to, any warranty as to results, fitness for a particular purpose or otherwise. The parties acknowledge and agree that in no event shall CKA’s liability arising in connection with the performance of this Agreement or the use of the work product delivered to Customer pursuant to the Scope of Work completed pursuant hereto exceed the amount of the Initial Fee paid to Confident Kids Reading Academy for the performance of the Scope of Work. In no event shall either party be liable to the other for incidental, consequential, special, indirect, or other similar damages suffered in connection with this Agreement or any Scope of Work. Customer agrees to indemnify and hold Confident Kids Reading Academy harmless for any and all damages and liabilities whatsoever including reasonable attorneys’ fees, in excess of the limitation set forth in this Section 8.
⦁ Liability Waiver and Acknowledgement of Risk. I understand and agree that in participating in any Virtual Training, multi-sensory movement in class or workshop that there is a possibility of physical injury. I voluntarily agree, therefore, to assume all risks and responsibility for any such injury or accident, which might occur to me or during the multi-sensory movement portion of any Mastermind and/or Virtual Training, movement class or workshop. I also exempt, release, and indemnify CKA, its owners, volunteers, assistants, employees, guest artists and guest speakers, authors, faculty members, etc. from any and all liability claims, demands, or causes of actions whatsoever from any damage, loss, injury, to me, in connection with participation in any Mastermind and/or Virtual Training, class or workshop offered by CKA. I understand that I should be aware of my physical limitations and agree not to exceed them.
⦁ Earnings Disclaimer. Customer understands that there can be no assurance that any prior successes, or past results in income earnings, can be used as an indication of Customer’s future success or results. Customer acknowledges monetary and income results are based on many factors.
⦁ The CKA does not guarantee or imply any results from any of the programs and services it provides. The Customer assumes full responsibility for the success of the program and the CKA does not guarantee any end result from completion of the program or services.
⦁ The CKA does not guarantee that Customer will get rich, that Customer will do as well, or that Customer will make any money at all, especially if the Customer does not do the work that is asked of Customer or if Customer ignores any other advice presented to the Customer. The CKA’s products and services may have unknown risks involved, and are not suitable for everyone.
⦁ Making decisions based on any information presented in CKA, services, or web site, should be done only with the knowledge that Customer could make no money at all. All products and services by CKA are for educational and informational purposes only.
⦁ Customer agrees that Customer is solely responsible for doing Customer’s own due diligence when it comes to making business decisions and all information, products, and services that have been provided should be independently verified by Customer’s own qualified professionals including checking with Customer’s accountant, lawyer or professional advisor, before acting on this or any information.
⦁ The CKA’s information, products, and services should be carefully considered and evaluated, before reaching a business decision, on whether to rely on them. Customer agrees that CKA is not responsible for the success or failure of Customer’s business decisions relating to any information presented by CKA, or CKA’s products, services, affiliates, consultants or partners.
⦁ Ownership of Documents. Customer agrees that all formulae, processes, machines, compositions of matter (or improvements thereof), computer programs, know-how, discoveries, techniques, drawings, specifications, renderings and all other documents, data and materials (“Materials”) in any way related to the Scope of Work produced by CKA for Customer pursuant to this Agreement shall be the sole property of CKA. CKA will also retain ownership of any final work product produced pursuant to a valid Scope of Work to this Consulting Agreement.
⦁ General Media Release. Guest Speaker, Customer and/or Contractor hereby expressly grants to CKA and to its officers, employees, agents, and assignees the right to use photographs, video, text and/or audio impressions (including over the internet) of Guest Speaker, Customer, and/or Contractor recorded by CKA during any Interview, Mastermind and/or Virtual Training session, including but not limited to in person events, digital events, phone calls, video sessions, screen sharing sessions, online chat groups, emails and other written communication, and to use the photographs and Guest Speaker, Customer, and/or Contractor’s voice and picture, silhouette, and other reproductions of physical likeness and class-related work (including any still image, videotaped image, CD-ROMs, DVDs and/or other analog or digital means), in connection with or as part of any presentation, program, publication, product, transmission, or other professional endeavor in which the same may be used or incorporated, and also in the advertising, and/or publicizing of any such analog or digital works or their content, in perpetuity. Guest Speaker, Customer, and/or Contractor understand these images / sounds may be used for commercial, educational, or informational purposes.
⦁ Guest Speaker Media Release. Guest Speaker, Customer, and/or Contractor agrees that CKA shall exclusively own, jointly and severally, all rights, title and interest, including copyright in, and to, the complete set of original recordings, with worldwide rights. CKA shall have the right, for any purpose, to use, adapt, change, delete from or add to such form and content, to combine all or any part of these original recordings with others, and to use, distribute, advertise, market and otherwise exploit any and all of the foregoing in any manner and in any medium, as CKA shall determine in its sole discretion.
⦁ Guest Speaker, Customer, and/or Contractor agrees to cooperate with CKA, at its expense, in all further actions, which CKA deems necessary or desirable to confirm, register, protect or enforce CKA’s rights in and to such recordings. Guest Speaker, Customer, and/or Contractor waives all rights of copyright or ownership which Guest Speaker, Customer, and/or Contractor might otherwise have in or to any of the products in which Guest Speaker, Customer, and/or Contractor’s image, likeness or voice appears, and Guest Speaker, Customer, and/or Contractor agrees to assign, and do hereby assign, to CKA any such right, title, and interest in and to any such products.
⦁ Guest Speaker, Customer, and/or Contractor agree to execute all documents deemed necessary or desirable by CKA in connection therewith. Guest Speaker, Customer, and/or Contractor waives all rights of copyright or ownership in or to the resulting commercial or educational and informational materials in which Guest Speaker, Customer, and/or Contractor appears, and acknowledges no monetary or other compensation is provided in exchange for waiving this right. Guest Speaker, Customer, and/or Contractor also agree to allow all forms of distribution of any materials that accompany the images or Guest Speaker, Customer, and/or Contractor’s voice.
⦁ Standard of Performance. The Scope of Work shall be performed in a good and workmanlike manner in accordance with the standards of CKA’s profession and such other accepted standards as may be applicable to the work product delivered to Customer pursuant to a Scope of Work of this kind.
⦁ Assignment. This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective successors and assigns, but neither the rights nor the duties of either party under this Agreement may be voluntarily assigned or delegated without the prior written consent of the other party, except either party may assign part of its rights and delegate its duties under this Agreement to a wholly-owned subsidiary.
⦁ Section Headings. All section headings and captions used in this Agreement are purely for convenience and shall not affect the interpretation of this Agreement.
⦁ Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of, British Columbia Canada and Tennessee and the USA, and the parties submit to the jurisdiction of any appropriate court within British Columbia, Canada or Tennessee, USA for adjudication of disputes arising from this Agreement.
⦁ Modification. Except as otherwise provided, this Agreement shall not be modified except by written agreement signed on behalf of Customer and CKA by their respective authorized officers.
⦁ Exclusive Agreement. This Agreement supersedes all prior understandings, representations, negotiations and correspondence between the parties, constitutes the entire agreement between them with respect to the matters described, and shall not be modified or affected by any course of dealing, course of performance or usage of trade. No purchase order, invoice or similar document shall be construed to modify any of the terms of this Agreement, unless the document (a) is signed by both Parties and (b) expressly refers to this section and to all provisions of this Agreement that the Parties intend to modify.
⦁ Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.
⦁ Waiver. The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect that party's right to enforce such provision, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.
⦁ Survival. The provisions of this Agreement which by their nature extend beyond the expiration or earlier termination of the Agreement will survive and remain in effect until all obligations are satisfied. Specifically, the obligations to indemnify shall survive this Agreement.
⦁ Further Assurances. Each party agrees that it will take such actions, provide such documents, do such things and provide such further assurances as may reasonably be requested by the other party during the Term of this Agreement.
⦁ This Agreement will be considered fully executed by Customer when agreed to digitally by Customer placing a mark in an indicated location on any of CKA’s websites, connected subdomains and/or brand domains and/or connected digital contract documenting services and by Customer paying in full or part for the product or service offered by CKA.
⦁ Notices. All notices, approvals, requests, consents and other communications given pursuant to this Agreement shall be in writing and shall be effective when received by email addressed as follows:
If to Confident Kids Academy: CKA
Attn: Administration & Support
If to Customer: Customer name on record with CKA
Customer email on record with CKA
Attn: Customer name on record with CKA
⦁ Validity of Agreement. This Agreement shall not be valid nor binding upon CKA unless it shall have been executed by an authorized signatory of CKA.
IN WITNESS WHEREOF, the parties have agreed to this Agreement on the date and time accepted by Customer and by Customer paying in full or part for the product or service offered by CKA.