END USER PARTICIPATION AGREEMENT


This END USER PARTICIPATION AGREEMENT (this “Agreement”), effective as of the date executed below (“Effective Date”), is entered into by and between SARAH NOLL WILSON, INC., a company located at 900 Keosauqua Way Studio #427, Des Moines, IA 50309, (the “SNW”) and ___________________, an individual located at ________________________ (the “End User” or “you” or “Your”) collectively referred to herein as the “Parties.”

 

By affixing Your signature, You acknowledge and agree to the following:

 

PURPOSE

 

1. You agree to participate in an online, virtual, or live and in-person event or activity (hereinafter the “Program”) provided by SNW.  This Agreement may be terminated at any time by You and SNW for any reason.  The term of this Agreement shall be from the date of execution by You until you are no longer an active participant in the Program.

 

CONFIDENTIAL INFORMATION

 

2. In connection with Your participation in the Program, You may receive certain Confidential Information (as defined below) of SNW and/or SNW’s partners, contractors, and agents. SNW provides such Confidential Information to You only subject to the terms set forth in this Agreement.

 

  1. “Confidential Information” means all non-public technical and non-technical information of SNW and/or its licensors or partners (including but not limited to software, worksheets, forms, etc. as defined below, yet to be released product/services information, training and self-help programs, data, and research.  You agree to (i) hold the Confidential Information in confidence; (ii) use such Confidential Information only for the purpose of the Program; and (iii) to the extent applicable, not create other works from, display, copy, or transfer any such Confidential Information unless otherwise specified in writing by SNW.   Your obligations hereunder will continue until all Confidential Information falls within the public domain.

 

  1. The restrictions in Section 2(a) above will not apply to Confidential Information to the extent that You can provide written documentation to show it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to You without breach of this Agreement; (iii) was lawfully received by You from a third party without such restrictions; (iv) was known to You prior to Your receipt from SNW; (v) was independently developed by You without reference to such Confidential Information; or (vi) is required to be disclosed by You pursuant to judicial order or other compulsion of law, provided that You will provide to SNW prompt notice of such order and comply with any protective order imposed on such disclosure. 

 

  1. You acknowledge and agree that SNW is not required to disclose any particular information to You and any disclosure pursuant to this Agreement is entirely voluntary and does not, in itself: (i) create warranties or representations of any kind; (ii) create a commitment as to any product, service, or prospective business relationship; (iii) constitute solicitation of any business or the incurring of any obligation not specified herein; or (iv) constitute a license or transfer of ownership under any intellectual property rights of SNW or its licensors.  In addition, the terms of this Agreement are Confidential Information and as such, may not be disclosed by You without SNW’s prior written consent.

 

  1. In the course of Your Participation, You may be requested to provide comments, feedback, ideas, suggestions, data or other information to SNW (collectively “End User Information”).  By submitting End User Information to SNW, You acknowledge and agree that: (i) Your End User Information does not contain confidential or proprietary information; (ii) SNW is not under any obligation of confidentiality, express or implied, with respect to the End User Information; (iii) SNW shall be entitled to use or disclose (or choose not to use or disclose) such End User Information for any purpose, in any way, in any media worldwide; (iv) SNW may have something similar to the End User Information already under consideration or in development; (v) Your End User Information automatically becomes the property of SNW without any obligation of SNW to You; and (vi) You are not entitled to any compensation or reimbursement of any kind from SNW under any circumstances.  You further acknowledge and agree that all quotations, photos, and/or video that may contain You, Your likeness, Your image, and Your voice, are the exclusive property of SNW and may be used by SNW in SNW’s sole discretion for any reason without any compensation or reimbursement of any kind from SNW to You under any circumstances. 

 

  1. Except as otherwise provided by this Agreement, any personally identifiable data collected by SNW during the Program shall be used by SNW in accordance with SNW’s general privacy policy, which is available upon request and is incorporated into this Agreement by reference.

LIMITATION OF LIABILITY AND INDEMNIFICATION

 

3. IN NO EVENT WILL SNW, ITS EMPLOYEES, CONTRACTORS, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST DATA, LOST EARNINGS, LOSS OF EMPLOYEMENT, THAT MAY ARISE FROM YOUR PARTICIPATION IN THE PROGRAM OR YOUR USE OF ANY INFORMATION OR DATA YOU LEARN DURING YOUR PARTICIPATION IN THE PROGRAM, OR BEING APART OF THIS AGREEMENT, EVEN IF SNW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SNW’S AND EMPLOYEES’, CONTRACTORS’, AGENTS’ AND SUPPLIERS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) OR THE PRICE YOU PAID TO PARTICIPATE IN THE PROGRAM.  YOU ACKNOWLEDGE THAT YOU ARE PARTICIPATING IN THE PROGRAM WITH OTHER THIRD PARTIES THAT MAY OR MAY NOT SHARE THE SAME IDEAS AND BELIEFS AND THAT SUCH A DIVERSE GROUP OF PARTICIPANTS HAVE ADVANTAGES AND DISADVANTAGES.   FACILITATING PROGRAMS SUCH AS THESE HAVE AN INHERENT RISK AND THAT SNW WOULD BE UNABLE OR UNWILLING TO HOLD SUCH PROGRAMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 

 

ARBITRATION

 

4. END USER AGREES THAT, TO THE FULLEST EXTENT PROVIDED BY LAW: (a) ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR TO THE PROGRAM, OR SERVICE PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, WILL BE SETTLED BY INDEPENDENT ARBITRATION INVOLVING A NEUTRAL ARBITRATOR AND ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER CONSUMER ARBITRATION RULES, AS MODIFIED BY THIS AGREEMENT. CONSUMER ARBITRATION RULES AND FEE INFORMATION ARE AVAILABLE FROM THE AAA at www.adr.org. 

 

NO COMPENSATION OR REIMBURSEMENT

 

5. You agree that you are not entitled to any compensation or reimbursement for Your participation in the Program.  Should a trier of fact determine that You are entitled to any compensation or reimbursement, You hereby expressly waive receipt of such compensation or reimbursement.  SNW reserves the sole right and discretion to cancel or alter the date, time, or location of any Program.  Changes to any Program, other than its cancellation, are not subject to, and End Users are not entitled to, a refund.  End Users may attend the Program at the new time, date, or location. 

 

ENTIRE AGREEMENT

 

6. This Agreement is the Parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements.  Any amendments must be in writing. You may not assign or delegate, directly or indirectly, by operation of law, change of control or otherwise, this Agreement or any of its rights or obligations under this Agreement to any third party, and any attempt to do so will be void and of no effect.

 


 

Individual (End User):

Sarah Noll Wilson, Inc. (SNW):

Sign Here:

Sign Here:

Print Name:

Print Name:

Address:

Address:

Date:

Date: