The Virtual Styling Apprenticeship Program Agreement (this “Agreement”) is entered into by and between Body Beautiful, LLC, a California limited liability company (the “Company”), and the individual (the “Virtual Styling Apprentice” or “VSA”).
Whereas, the Company offers an educational styling program to help people identify and embody their unique authentic style (the “Million Dollar Look Program” or “MDL Program”); and
Whereas, the VSA is a professional stylist who has completed the Company’s Going Virtual program and is interested in participating in the MDL Program as an apprentice to gain additional hands-on experience working with potential clients.
Now, Therefore, in consideration of the premises herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Company and VSA agree as follows:
- Program Schedule. The MDL Program consists of seven lesson modules and eight live coaching sessions (each, a “Session”), which are expected to occur in 2021 on July 28, August 18, September 8, September 29, October 20, November 10, December 1, and December 15, in each case beginning at 1pm PT. If the time or date of any Session changes, the Company will provide VSA with at least five days’ notice of such change.
- Program Fee. The fee for the MDL Program (the “Fee”) is $762, which may be paid in equal monthly installments of $127, with the first installment due on the date of the first Session. If VSA pays the Fee in full prior to the start of the first Session, the Fee shall be reduced to $697. The Company may employ the use of third-party services to process payments in connection with the Fee or other payments (“Payment Processors”), such as com, Stripe, and PayPal. VSA acknowledges and agrees that: (a) VSA has the legal right to use any credit card(s) or other payment method(s) in connection with the payment of the Fee or any other payment in connection with the MDL Program; (b) any information VSA supplies to the Company or any such Payment Processor is true, correct and complete; and (c) by submitting such information, VSA grants the Company the right to use and provide the information to these Payment Processors.If VSA signs up for automatic payments and the monthly automatic payments fail/stop at any point, VSA will receive a notice email from the Company or its Payment Processor. If the payment method is not updated and successfully processed within 5 business days of such notice, VSA will no longer have access to the MDL Program or any Content. There are no refunds.
- Program Rules. VSA acknowledges and agrees that in addition to the benefits conferred as a participant in the MDL Program, VSA will gain additional value through group coaching from the Company’s lead style coaches (Erin Mathis and/or Carla Mathis) and VSA’s hands-on experience as a participant-coach to another student in the MDL Program (the “Student”). In consideration of these benefits, VSA agrees to comply with the following rules:
- VSA will work with his or her assigned Student to the best of his or her ability and communicate with his or her Student in a timely and consistent manner, using any suggested email templates as provided by Company.
- VSA will attend all Sessions. If VSA is unable to attend any Session, VSA will notify the Company and VSA’s Student at least two weeks in advance. VSA remains responsible for watching the recording of any Session that VSA is not able to attend live and for submitting up to one page of notes to the Company summarizing what VSA learned in the Session recording within 2 weeks following such Session.
- VSA will complete and deliver all Student exercise applications by the specified delivery date to be provided at the start of the MDL Program. For any Student exercise where the Student fails to provide VSA with the required images or content, VSA may instead complete and submit the assignment as applied to VSA.
- Adhering to these responsibilities will earn VSA a passing Certification as a Virtual Stylist certified by The Company.
- Failure to follow the above rules or any other terms of this Agreement may result in VSA being stripped of his or her designation as a Virtual Styling Apprentice and forfeiture of all benefits associated with being a VSA. In such case, VSA may continue to participate in the MDL Program as a Student and will not be entitled to any refund. In addition, the Company reserves the right to remove any VSA or Student from the MDL Program if the Company determines such person’s behavior is inappropriate, harmful to, or materially interfering with any other VSA’s or Student’s experience, the MDL Program, or the Company.
- Program Content. The Company will provide VSA with certain content, videos, data, guidebooks, and other materials and information in connection with the MDL Program (collectively, the “Content”). VSA represents and warrants that he or she owns or has the right to submit all Content that VSA sends to the Company. The Content and all intellectual property rights to the Content are confidential and proprietary information of and owned by the Company. The Company grants VSA a limited, non-transferable, non-exclusive license to download and use the Content for the limited purpose of participating in the MDL Program and for educational purposes. Other than as set forth in this Agreement, VSA will hold in confidence and not disclose, copy, sublicense, publish, reproduce, transmit, or otherwise distribute (“Disclose”) in any way any of the Content, without the prior written consent of the Company.
- Student Content. During the MDL Program, VSA may obtain photos, images, or other content from a Student or other VSA (“Student Content”). VSA shall treat all Student Content as confidential and will not Disclose such Student Content other than as required by the MDL Program, unless VSA received written consent from both the applicable Student and the Company. Nothing in this Agreement shall be deemed to prevent VSA from Disclosing any photo or image of VSA that does not depict any other person or any Content.
- Relationship of the Parties; No Conflicts; Promotional Rights. Notwithstanding any provision hereof, for all purposes of this Agreement, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. VSA represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of VSA or right of any third party. Company may use and authorize the use of VSA’s name, likeness and biographical information in promotional materials, websites and the like. VSA grants to the Company all rights to photograph, record, modify, and Disclose the image, likeness and voice of VSA (which shall be deemed Content herein) in any medium for promotional and commercial use, without further consent from or royalty, payment, or other compensation to any person.
- Disclaimer of Warranties. ALL CONTENT IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR GURANTEES THAT ANY CONTENT WILL BE AVAILABLE OR UNINTERUPTED, ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR GURANTEES REGARDING THE ACCURACY, RELIABILITY, OR TIMLINESS OF THE CONTENT.
- Limitation of Liability. IN NO EVENT SHALL THE COMPANY, ITS MEMBERS, DIRECTORS, OFFICERS OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE THE CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification. VSA will defend, indemnify and hold harmless the Company and its members, directors, officers and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees as a result of VSA’s use of the Content, breach of this Agreement or the documents made part of this Agreement by reference, or VSA’s violation of any law or rights of a third party.
- Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Any action brought by VSA under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and VSA agrees to and do hereby submit to the jurisdiction and venue of, any state or federal court located in the County of Sacramento, California, United States. VSA agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. In any such action or any action the Company may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to reasonable attorneys’ fees.
- Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. VSA may not assign this Agreements or any rights hereunder without the written consent of the Company.
- Specific Performance. VSA’s obligations under this Agreement are of a unique character that gives them particular value. Breach of any of such obligations will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of such breach, the Company will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
- Headings; Waiver. The headings in this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. The waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
- The Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. This Agreement may be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g. www.hellosign.com).
- The parties have executed this agreement with an electronic signature.