SERVICE AGREEMENT

 

PAYMENT. Payments can be made via the following channels:

 

PAYPAL: info@themodelpreneurbootcamp.com (tax & fees will apply) 

 

WARRANTIES. The Modelpreneur Bootcamp shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in The Modelpreneur Bootcamp's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to The Modelpreneur Bootcamp on similar projects.

 

COMPENSATION. The Participant understands that their participation throughout The Hawaii Experience will not incur renumeration of any kind. This includes participation in affiliated productions during the experience.

 

TERM. This Contract will terminate automatically upon completion by The Modelpreneur Bootcamp of the Services required by this Contract.

 

WORK PRODUCT OWNERSHIP. Any copyrightable works, photos, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by The Modelpreneur Bootcamp in connection with the Services will be the exclusive property of The Modelpreneur Bootcamp. Upon request, Participant will execute all documents necessary to confirm or perfect the exclusive ownership of The Modelpreneur Bootcamp to the Work Product.

 

DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:

 

a. The failure to make a required payment when due.

 

b. The insolvency or bankruptcy of either party.

 

c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

 

d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

 

REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

 

FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

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CANCELLATION/REFUND POLICY: Due to limited spacing, we request that you cancel within 3 business days of signing up. This gives us the opportunity to fill the experience or event. You may cancel by email. If you have to cancel, we offer you a credit to your account if you cancel before the 48 hours, but do not offer refunds. You may use these credits towards any future experiences or events. However, if you do not cancel prior to the 3 days, you will lose the payment for the experience or event.

 

DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

 

Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

 

CONFIDENTIALITY. The Modelpreneur Bootcamp, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Modelpreneur Bootcamp, or divulge, disclose, or communicate in any manner, any information that is proprietary to Participant. The Modelpreneur Bootcamp and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Upon request, Participant will execute all documents necessary to confirm or perfect the non disclosure and confidentiality of The Modelpreneur Bootcamp.

 

NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

 

ENTIRE CONTRACT. This Contract contains the entire agreement of the parties regarding the subject matter of this Contract excluding code of conduct and sponsorship guidelines. This Contract supersedes any prior written or oral agreements between the parties. Upon request, Participant will execute all documents necessary to confirm or perfect the contractual terms and conditions as set forth by The Modelpreneur Bootcamp.

 

AMENDMENT. This Contract may be modified, extended or amended if the amendment is made in writing and signed by both parties.

 

SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

 

APPLICABLE LAW. This Contract shall be governed by the laws of the State of California.

 

RELEASE OF LIABILITY

 

In exchange for participation in the activity of experiences and events organized by The Modelpreneur Bootcamp, and/or use of the property, facilities and services of The Modelpreneur Bootcamp, I agree for myself and (if applicable) for the members of my family, to the following: 

  

1. AGREEMENT TO FOLLOW DIRECTIONS. I agree to observe and obey all posted rules and warnings, and further agree to follow any oral instructions or directions given by The Modelpreneur Bootcamp, or the employees, representatives or agents of The Modelpreneur Bootcamp. 

  

2. ASSUMPTION OF THE RISKS AND RELEASE. I recognize that there are certain inherent risks associated with the above described activity and I assume full responsibility for personal injury to myself and (if applicable) my family members, and further release and discharge The Modelpreneur Bootcamp for injury, loss or damage arising out of my or my family's use of or presence upon the facilities of The Modelpreneur Bootcamp, whether caused by the fault of myself, my family, The Modelpreneur Bootcamp or other third parties. 

  

3. INDEMNIFICATION. I agree to indemnify and defend The Modelpreneur Bootcamp against all claims, causes of action, damages, judgments, costs or expenses, including attorney fees and other litigation costs, which may in any way arise from my or my family's use of or presence upon the facilities of The Modelpreneur Bootcamp. 

  

4. FEES. I agree to pay for all damages to the facilities of The Modelpreneur Bootcamp caused by any negligent, reckless, or willful actions by me or my family. 

  

5. APPLICABLE LAW. Any legal or equitable claim that may arise from participation in the above shall be resolved under California law. 

  

6. NO DURESS. I agree and acknowledge that I am under no pressure or duress to sign this Agreement and that I have been given a reasonable opportunity to review it before signing. I further agree and acknowledge that I am free to have my own legal counsel review this Agreement if I so desire. I further agree and acknowledge that The Modelpreneur Bootcamp has offered to refund any fees I have paid to use its facilities if I choose not to sign this Agreement. 

  

7. ARM'S LENGTH AGREEMENT. This Agreement and each of its terms are the product of an arm's length negotiation between the Parties. In the event any ambiguity is found to exist in the interpretation of this Agreement, or any of its provisions, the Parties, and each of them, explicitly reject the application of any legal or equitable rule of interpretation which would lead to a construction either "for" or "against" a particular party based upon their status as the drafter of a specific term, language, or provision giving rise to such ambiguity. Accordingly, the Parties specifically reject the application of Cal. Civ. Code §1654 to this Agreement, as well as any other statute or common law principles of similar effect. 

  

8. ENFORCEABILITY. The invalidity or unenforceability of any provision of this Agreement, whether standing alone or as applied to a particular occurrence or circumstance, shall not affect the validity or enforceability of any other provision of this Agreement or of any other applications of such provision, as the case may be, and such invalid or unenforceable provision shall be deemed not to be a part of this Agreement. 

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IMAGE/MODEL RELEASE

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Effective as of the start date of services, approval for past use and permission for present and future use is being granted to The Modelpreneur Bootcamp to use photographs or other images taken of the Photographed Party, as more fully explained in this Consent and Release. The Photographed Party is an adult and is fully authorized to sign this Consent and Release.

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For value received, receipt of which is hereby acknowledged, the Photographed Party hereby grants consent to The Modelpreneur Bootcamp, its agents, employees, licensees, and successors in interest (collectively, the Released Party) and authorizes the use of any and all photographs taken of her, and any reproduction of them in any form in any media whatsoever and in any derivative work based thereon throughout the world, and to use them to publicize, promote and advertise, including but not limited to use for point of sale advertising.

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The Photographed Party also consents to the use of her own name or any fictitious name which may be chosen in connection with the aforesaid photographs.

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The Photographed Party hereby releases any and all claims whatsoever in connection with the use of her photograph and name and the reproduction thereof as aforesaid.

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The Photographed Party hereby waives any right that she may have to inspect and/or approve the Book or the advertising copy that may be used in connection therewith or the use to which it may be applied.

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NON-DISCLOSURE & CONFIDENTIALITY

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The Modelpreneur Bootcamp and the Individual (collectively, the “Parties”) wish to exchange information related to a possible strategic business relationship between the Parties (the “Transaction”). The information to be exchanged is confidential and proprietary in nature, and the Parties wish to maintain the confidential nature of such information and limit the receiving party’s use and disclosure of such information as set forth in this Agreement.

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Agreement

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In consideration of the mutual covenants and promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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1. References to “Confidential Information” mean and include, but shall not be limited to, all knowledge, information or materials whether of a technical or financial nature or otherwise relating to the business or affairs of the Parties (including without limitation any subsidiary or affiliated entity thereof), including all memoranda, notes, analyses, compilations, studies, and other materials prepared by or for the receiving party which contain or reflect such knowledge, information or materials which has been previously or is contemporaneously herewith or in the future provided or disclosed by the disclosing party to the receiving party in connection with the Transaction and identified as then as such disclosure or within 10 business days thereof, as being confidential; provided that Confidential Information shall not include:

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1. a)  information that the receiving party can demonstrate was known to the receiving party prior to disclosure by the disclosing party;

2. b)  Information that is in the public domain or that enters the public domain other than as a result of a breach of the agreement or

3. c)  information that the receiving party independently develops or independently becomes aware of from the party without a duty of confidentiality to the disclosing party.

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2. The receiving party agrees that it will at all times maintain the confidentiality of any Confidential Information communicated to it by or on behalf of the disclosing party; provided that in the event the receiving party becomes legally compensated in regards to Confidential Information (including documents of subpoena civil investigative demand or similar process) to disclose any of the Confidential Information, or the receiving determines that it is obligated by statute or governmental regulation to disclose any of the Confidential Information, the receiving party shall provide the disclosing party with prompt prior written notice of such requirement so that the disclosing party, if possible, may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, the receiving party agrees to furnish only that portion of the Confidential Information which it is advised by written opinion of counsel is legally required to furnish and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

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3. Except as otherwise permitted by this Agreement, including without limitation paragraph 4, the receiving party shall not copy, adapt, divulge, publish, disclose, or circulate (or authorize or permit anyone else to adapt, divulge, publish, disclose, or circulate) any of the Confidential Information disclosed or communicated to it by the disclosing party, nor shall it use the Confidential Information for any purpose other than in connection with the Transaction.

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4. Confidential Information shall be disclosed by the receiving party to its employees, directors, officers, advisors, auditors and agents only on a need-to-know basis in connection with the Transaction, and each employee, director, officer, advisor or agent to whom Confidential Information is disclosed shall treat such Confidential Information in a manner consistent with this Agreement. The receiving party shall be liable for any acts or omissions of any of its employees, directors, officers, advisors, auditors, and agents whom Confidential Information is disclosed to the extent that such acts or omissions are contrary to the terms of the Agreement.

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5. The term of this Agreement shall be for a period of two years beginning on the date hereof, provided that the rights and obligations hereunder applicable to Confidential Information disclosed during the term of this Agreement shall survive the expiration of this Agreement.

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6. All right, title, and interest in and to the Confidential Information shall remain the exclusive property of the disclosing party, and the Confidential Information shall be held in trust and confidence by the receiving party for the disclosing party. No interest, license, or any right respecting the Confidential Information, other than set out herein, is granted to the receiving party hereunder by implication or Information, other than set out herein, is granted to the receiving party hereunder by implication or otherwise.

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7. The Confidential Information shall not be copied, reproduced in any form or stored in a retrieval system or data base by the receiving party without the prior written consent of the disclosing party, except for such copies and storage as may reasonably be required internally by the receiving party in connection with the Transaction. The receiving party hereby agrees that all Confidential Information (including copies hereof) disclosed to or created by the receiving party shall be delivered forthwith by the receiving party to the disclosing party and deleted from all retrieval systems and data bases upon the earlier of a request at any time by the disclosing party or at any time the receiving party decides not to proceed with a possible transaction involving the disclosing party.

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8. Other than the initial contacts at the disclosing party, the receiving party shall not directly or indirectly contact any shareholders, officers, employees, affiliates, agents, lending institutions, customers, or suppliers of the disclosing party.

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9. The disclosing party shall at its discretion provide such of its Confidential Information to the receiving party as the disclosing party deems appropriate in connection with the Transaction. Nothing in the Agreement obligates the disclosing party to make any particular disclosure of Confidential Information. The receiving party acknowledges and agrees that no representation or warranties whatsoever, express or implied, as to the accuracy or completeness of the Confidential Information have been made by the disclosing party. The receiving party acknowledges and agrees that neither the disclosing party nor any of its shareholders, directors, officers, employees, representatives or professional advisors will have any liability to the receiving party resulting from its use of the Confidential Information or from any errors or omissions in the Confidential Information. Only those representations and warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, will have any legal effect.

 

10. The receiving party acknowledges that it is aware and that it will advise its employees and agents who are given access to the Confidential Information that the securities laws of the United States impose certain restrictions with respect to the purchase and sale of the securities of an issuer by a person who has received material non-public information from such issuer concerning the matters referred to herein and by persons who have received such non-public information from such person.

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11. The receiving party agrees to indemnify and hold harmless the disclosing party and its shareholders, directors, officers, employees, representatives and professional advisors from any damage, loss, cost or liability (including reasonable legal fees and the cost of enforcing this Agreement) arising out of the breach by the receiving party or its affiliates or representatives of any agreements contained in this Agreement.

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12. The receiving party agrees and acknowledges that money damages would not be a sufficient remedy for any breach or threatened breach of the provisions of this Agreement by the receiving party or any of its shareholders, directors, officers, employees, representatives or professional advisors and that the disclosing party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such a breach. Such remedies are not the exclusive remedies for a breach by the receiving party, but shall be in addition to all other remedies available at law or in equity to the disclosing party. In the event of litigation or arbitration relating to this agreement, the receiving party and the disclosing party agree that a court of competent jurisdiction or an arbitrator(s) shall award to the successful party in such litigation or arbitration the reasonable legal fees and disbursements incurred in connection with such litigation or arbitration by the non-breaching party.

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13. The Parties agree that unless and until a final definitive agreement regarding the Transaction between the Parties has been executed and delivered, neither of the Parties will be under any obligation of any kind whatsoever with respect to the Transaction by virtue of this Agreement except for the matters specifically agreed herein. The receiving party further acknowledges and agrees that the disclosing party reserves the right, in its sole discretion, to reject any and all proposals made by or on behalf of the receiving party with regard to a transaction between the Parties and to terminate discussions and negotiations with the receiving party at any time.

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14. Each party shall keep the existence and terms of this Agreement, and that the Parties are having discussions related to the Transaction, strictly confidential, and shall not disclose the existence or terms of this Agreement, or that such discussions are taking place, to any third party without the prior written consent of the other party.

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15. The obligations of the confidentiality and other agreements contained in this Agreement are in addition to and not in limitation of any other applicable legal restrictions upon the use and disclosure of the Confidential Information.

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16. It is understood and agreed that no failure or delay by the disclosing party in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

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17. This Agreement shall be governed by and constructed and enforced in accordance with the l was the of the State of California (excluding its conflicts of laws and rules) and both Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of State of California.

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18. Execution and delivery of a facsimile transmission of this Agreement shall constitute, for purposes of this Agreement, delivery, of an executed original and shall be binding upon the receiving party. The receiving party hereby undertakes to originally- execute and deliver to the disclosing party copy of this Agreement as soon as possible after execution by facsimile.

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19. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had either not been included or had been limited to the extent of the invalidity, illegality, or unenforceability, so that this Agreement shall be carried out as closely as possible according to its original terms.

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20. This Agreement contains the entire understanding between Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as herein contained. This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the Parties, or any obligation of the Parties to enter into any agreement relating to the Transaction. This Agreement may not be modified or amended other than by an agreement in writing, signed by the Parties hereto.

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21. This Agreement may be executed in counterparts, each of which will be an original and all of which together constitute one and the same instrument. This Agreement will become a binding agreement between the Parties in accordance with its terms upon the execution and delivery hereof to the Parties.

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CODE OF CONDUCT

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The Modelpreneur Bootcamp is dedicated to providing a harassment-free and inclusive event experience for everyone regardless of gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected category. We do not tolerate harassment of event participants in any form. The Modelpreneur Bootcamp takes violations of our policy seriously and will respond appropriately.

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All participants of The Modelpreneur Bootcamp events must abide by the following policy:

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1. Be excellent to each other. We want the event to be an excellent experience for everyone regardless of gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected category. Treat everyone with respect. Participate while acknowledging that everyone deserves to be here -- and each of us has the right to enjoy our experience without fear of harassment, discrimination, or condescension, whether blatant or via micro-aggressions. Jokes shouldn’t demean others. Consider what you are saying and how it would feel if it were said to or about you.

2. Speak up if you see or hear something. Harassment is not tolerated, and you are empowered to politely engage when you or others are disrespected. The person making you feel uncomfortable may not be aware of what they are doing, and politely bringing their behavior to their attention is encouraged. If a participant engages in harassing or uncomfortable behavior, the event organizers may take any action they deem appropriate, including warning or expelling the offender from the event with no refund. If you are being harassed or feel uncomfortable, notice that someone else is being harassed, or have any other concerns, please contact a member of the event staff immediately.

3. Harassment is not tolerated. Harassment includes, but is not limited

   to: verbal language that reinforces social structures of domination related to gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected category; sexual imagery in public spaces; deliberate intimidation; stalking; following; harassing photography or recording; sustained disruption of talks or other events; offensive verbal language; inappropriate physical contact; and unwelcome sexual attention. Participants asked to stop any harassing behavior are expected to comply immediately.

4. Abide by the buddy system. No one person should be wandering about by themselves. Look out for each other at all times. We are a team.

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This policy extends to photoshoots, showcases, workshops, events, social media, parties, hallway conversations, all attendees, partners, sponsors, volunteers, event staff, etc. You catch our drift. The Modelpreneur Bootcamp reserves the right to refuse admittance to, or remove any person from, any Modelpreneur Bootcamp hosted event (including future Modelpreneur Bootcamp events) at any time in its sole discretion. This includes, but is not limited to, attendees behaving in a disorderly manner or failing to comply with this policy, and the terms and conditions herein. If a participant engages in harassing or uncomfortable behavior, the event organizers may take any action they deem appropriate, including warning or expelling the offender from the event with no refund.

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Our event staff can usually be identified by special badges/attire. Our zero tolerance policy means that we will look into and review every allegation of violation of our Event Community Guidelines and Anti-Harassment Policy and respond appropriately. Please note, while we take all concerns raised seriously, we will use our discretion as to determining when and how to follow up on reported incidents, and may decline to take any further action and/or may direct the participant to other resources for resolution.

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Event staff will be happy to help participants contact hotel/venue security or local law enforcement, provide escorts, or otherwise assist those experiencing discomfort or harassment to feel safe for the duration of the event. We value your attendance.

Exhibiting partners, sponsors or vendor booths, or similar activities are also subject to this policy. In particular, exhibitors should not use sexualized images, activities, or other material. Booth staff (including volunteers) should not use sexualized clothing/uniforms/costumes, or otherwise create a sexualized environment. Participants and exhibiting partners or sponsors disobeying this policy will be notified and are expected to stop any offending behavior immediately.

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Why this policy is important?

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Harassment at events and in online communities is unfortunately common. Creating an official policy aims to improve this by making it clear that harassment of anyone for any reason is not acceptable within our events and communities. This policy may prevent harassment by clearly defining expectations for behavior, aims to provide reassurance, and encourages people who have had bad experiences at other events to participate in this one.