Planting Seeds Program Services Agreement


Entered into on the date of purchase.

This agreement (the “Agreement”) is entered into between the following Parties:
Virtual Summit Search LLC, Hereinafter, “Provider,” AND the purchaser, Hereinafter, “Client.”

1. Headings.

1.1 The headings for each section in this Agreement are for convenience only and shall not affect the meaning of the provisions of this Agreement.

2. Purpose and Background.

2.1 Provider is in the business of providing curriculum, community, and coaching in regards to public speaking and marketing strategies around public speaking, and Client desires to retain Provider to provide such services according to the following, legally binding terms:

3. Services to be Provided.

3.1 Provider will provide to Client the following services under its Planting Seeds program:
• Access to the program curriculum for 90 days or 365 days (the term of this agreement), depending on if the client selected the quarterly or annual membership option
• Monthly coaching calls
• Access to the private community for Planting Seeds members for questions and feedback
• Access to the Speaker Hotline tool for coaching questions and feedback
• Access to the private podcast where community-relevant answers from the Speaker Hotline will be shared

3.2 The services outlined above serve as a general outline for the Provider’s services and are subject to change throughout the course of the relationship. If any changes do occur, Provider will notify you in advance of any updates.

4. Fees and Payments.

4.1 Client agrees to pay Provider a total sum of $750 (if the quarterly membership option was chosen) or $3000 (if the annual membership option was chosen) under this Agreement. This sum is non-refundable.

4.2 Client understands and agrees that working with Provider requires a full financial commitment. Client agrees to pay for Provider’s services on the following basis, dependent on which membership option was chosen:

One payment of $750 for the quarterly membership option

OR

Three monthly installments of $250 for the quarterly membership option, starting on the date of purchase and recurring every month on the same date until installments are complete

OR

One payment of $3000 for the annual membership option

OR

Twelve monthly installments of $250 for the annual membership option, starting on the date of purchase and recurring every month on the same date until installments are complete

4.3 If Client misses a payment, or a payment becomes past due, Provider may immediately terminate the Agreement in accordance with paragraph 5. If Client’s missed payment results in merchant fees, or fees of any kind to Provider, Client will be responsible for payment of such fees.

4.4 In the event Client terminates Provider’s services in accordance with paragraph 5, any remaining payments will still be owed to Provider, unless another agreement is reached between Client and Provider and recorded in writing.

4.5 Client further agrees that they are responsible for any expenses that may be incurred as it relates to Client’s implementation of recommended coaching strategies. Including but not limited to: equipment, software, and third-party services.

5. Term and Termination.

5.1 Provider’s services will commence on the date of purchase and end 90 days after the date of purchase (if Client chose the quarterly membership) OR 365 days after the date of purchase (if Client chose the annual membership).

5.2 Either party may terminate this Agreement by written notice to the other party. Client agrees and understands that a termination of this Agreement does not remove or negate its obligation to pay Provider for services rendered. Upon termination of this Agreement, Client will immediately lose access to Provider’s platforms and materials. The following actions may automatically terminate this agreement:
• Client’s failure to make timely payment
• Client does not treat Provider or other members of the program with respect and dignity

6. Disclaimer and Warranties.

6.1 Provider operates to the best of its ability and judgment, and cannot guarantee that its services will guarantee any specific results or revenue.

6.2 Provider warrants that all services performed and provided under this Agreement will be of a professional quality, will be performed and provided by fully trained, suitably qualified, capable and competent personnel, will conform to generally accepted professional practices in Provider’s field and will be performed in a workmanlike and ethical manner. Provider will comply with all applicable federal, state and local laws, rules and regulations when performing the services and providing any deliverables.

6.3 NO OTHER WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THERE ARE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Confidentiality and Confidential Information.

7.1 Client acknowledges and understands the competitive value and confidential and privileged nature of internal, non-public financial and business information of the Provider, including without limitation all Intellectual Property (as defined below). Upon termination of this Agreement, or upon any earlier written request from Provider, Client will return all confidential information and materials without retaining any copies of any such information or materials.

7.2 Each party will maintain in strict confidence, and will use and disclose to third parties only as authorized by the other party in writing, all Confidential Information of the other party, including without limitation any materials that it may receive in connection with any work performed for Client under this Agreement.

7.3 Client agrees that Provider may publish their results from the program, but Client may request in writing that Provider anonymize their results at any time.

8. Intellectual Property.

8.1 Client acknowledges and agrees that all content presented within the scope of this Agreement are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Provider and/or its Affiliates. Client is only permitted to use the content as expressly authorized by Provider. Except for a single copy made for personal use only, Client may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information in any form or by any means without prior written permission from Provider. Any unauthorized use of the materials provided during the course of this Agreement may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

8.2 Both parties acknowledge and understand that all rights in and to all writings, inventions, improvements, processes, procedures, techniques, information and other materials that may be furnished to Provider by Client during the course of performing the services are and shall remain the sole and confidential property of Client.

9. Residual Rights of Personnel.

9.1 Notwithstanding anything to the contrary herein, Provider and its personnel will be free to use and employ its and their general skills, know-how and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills that may be gained or learned during in connection with the performance of the services, so long as it or they acquire and apply such information without disclosure of any Confidential Information of Client.

10. Miscellaneous Provisions.

10.1 Governing Law. This Agreement shall be construed under and in accordance with the laws of the State of Ohio. All disputes under this Agreement shall be resolved in the courts in the State of Ohio.

10.2 Representations and Warranties. Each party represents and warrants to the other party that it has the right to enter into this Agreement and fulfill its obligations as set forth herein without violating any other agreement entered into with any third party. Each party further represents and warrants to the other party that to the best of its knowledge, any and all materials or information of any kind that it provides: (i) does not infringe upon any third party rights of any kind, including without limitation, any intellectual property rights, unfair competition, and/or publicity or privacy rights; and (ii) is true and accurate in all respects.

10.3 Indemnification. Each party agrees to indemnify and hold the other party harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgements that may be asserted against that party that results from the acts or omissions of that party’s employees, agents, or representatives.

10.4 Assignments. The benefits and obligations of each of the parties under this Agreement may not be assigned without the written consent of the other party.

10.5 Schedules and Exhibits. All Schedules and Exhibits to this Agreement, if any, are hereby incorporated by reference into, and made a part of, this Agreement.

10.6 Severability. In case 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 provisions of this Agreement, and shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
10.7 Interpretation. The fact of authorship by or at the request of a party shall not affect the construction or interpretation of this Agreement.

10.8 Modifications and Amendments. No modification or amendment of this Agreement or waiver of any provision of this Agreement will be valid unless in writing and signed by both Parties.
10.9 Force Majeure. Neither Party will be liable to the other, or will be considered to be in breach of this Agreement, on account of any delay or failure to perform as a result of any acts of God, acts of any political entity, or natural disasters, or any other causes or conditions that are beyond such Party’s reasonable control. Should any such event occur, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
10.10 Notice. Any notice required to be given under this Agreement shall be in writing and delivered to the other designated party via email or mailed to the party’s above stated address by certified, registered or Express mail, or by Federal Express.
10.11 No joint venture. The relationship between the Parties under this Agreement is that of independent contractors. No joint venture, franchise, partnership, employment agreement, or agency is created hereunder.

10.12 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

I hereby certify and acknowledge that I have had the opportunity to read this Agreement. I further state that I have voluntarily entered into this Agreement fully aware of its terms and conditions.

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