Jared Tendler Golf Book Research Group
Coaching Platform PARTICIPATION Agreement
The Jared Tendler Golf Book Research Group (“Coaching Platform”) Participation Agreement (this “Agreement”), dated and effective June 28, 2023 (the “Effective Date”), is made between Jared Tendler, LLC, a Pennsylvania limited liability company (“Company”), for the services of Jared Tendler (“Coach”), and you (“Participant”). The Coaching Platform Terms and Conditions follow.
- License to Coaching Platform Materials. Company grants to Participant a nonexclusive, royalty-free, non-transferable, non-sublicensable, revocable right and license to access and use the Coaching Platform and all content, information, services, text, photographs, video, audio, graphics, and other materials provided in connection with the Coaching Platform (collectively, “Platform Materials”) solely as necessary for Participant’s full and complete participation in the Coaching Platform and in no event for reproduction, distribution, resale, modification, public performance or display, or creation of derivative or transformative works, whether for personal or commercial use or otherwise, by Participant. Company shall be considered the sole author and, at all stages of completion, the sole and exclusive owner of all Coaching Platform Materials and all other materials developed by Company or Coach prior to or outside of the scope of Coaching Platform, regardless of whether such materials were used during the Coaching Platform or otherwise disclosed or provided to Participant and all right, title, and interest therein, including, without limitation, all copyrights, neighboring rights, trademarks, patents, and any and all other ownership and exploitation rights in the Coaching Platform Materials now or hereafter recognized in any and all territories and jurisdictions (collectively, “IP Rights”).
- Third Party Content. Platform Materials may include third-party content or links to third-party websites, products, or services that are not owned or controlled by Company or Coach (collectively, “Third-Party Content”). Neither Company nor Coach endorses any Third-Party Content and shall be liable or responsible for any Third-Party Content incorporated into the Platform Materials. Participant is solely responsible for, and risk associated with, the use and/or access of or interaction with Third-Party Content, and shall be subject to any additional terms and conditions of use, guidelines, privacy policies, and other rules applicable to any Third-Party Content accessed through Platform Materials.
- Disclaimer of Warranties and Obligations. Neither Company nor Coach makes any representation, warranty, or guarantee to Participant as to the reliability, timeliness, quality, suitability, availability, or completeness of the Coaching Platform, Platform Materials (including Third-Party Content), and any information, opinions, advice, and recommendations contained therein, all of which are provided to Participant on an “as is” basis and for general information and educational purposes only. The Platform is not intended to provide personalized legal, tax, accounting, or financial advice or recommendations. Participant should not rely on any of the foregoing as a substitute for, nor does it replace, professional medical or health and wellness advice, diagnosis, treatment, or training by a qualified healthcare provider or institution and Participant is further advised to consult an appropriately trained and qualified specialist, such as a physician, psychologist, therapist, or other licensed health professional to address specific concerns for which Participant requires professional or medical advice or training. Company and Coach expressly disclaim all warranties of any kind, whether express or, implied including, without limitation, the implied warranties of merchantability or fitness for any particular purpose, warranties of non-infringement of third-party rights, warranties of performance, and any warranty that might otherwise arise from course of dealing or usage of trade, and make no warranty regarding any future revenues or cash flows, results of business operations, or future financial condition or business of Participant. The use of any information or materials provided through the Coaching Platform is solely at Participant’s own risk.
- Improvements and Feedback; Participant Work Product. From time to time, Participant may (i) contribute or suggest ideas, modifications, enhancements, content refinements, technologies, content offerings, promotions, strategies, or product/feature names for the Coaching Platform or Platform Materials or Company or Coach’s other services or materials related thereto (collectively, “Improvements”) or (ii) complete or otherwise respond to surveys, questionnaires, profiles, worksheets, journals, essays, or any other writings prior to, during, or following the completion of the Coaching Platform (collectively, “Participant Work Product”). To the fullest extent allowable by applicable law and for the full term of protection accorded to Participant thereunder (including any and all renewals, extensions, and revivals thereof), Participant hereby assigns and transfers to Company immediately upon conception all right, title, and interest, including, without limitation, all IP Rights, in and to such Improvements and Participant Work Product, at all stages of completion, all of which shall be owned solely and exclusively by Company, without attribution of any kind to Participant in all media and by all means now known or hereafter developed, including, without limitation, in connection with Company or Coach’s articles, essays, books, videos, and podcasts; provided, however, neither Company nor Coach shall disclose or publicize Participant Work Product that contains personal identifying information of Participant, including, without limitation, name, address, phone number, and email address, without Participant’s prior written consent. To the fullest extent allowable by applicable law, Participant hereby irrevocably waives all so-called “moral rights” or “droit moral” to all Improvements and Participant Work Product.
- Coaching Platform Guidelines. While participating in the Coaching Platform, Participant must: (i) be respectful of other Coaching Platform participants, Coach, and Company personnel and guests; (ii) not restrict or inhibit other Coaching Platform participants (if any), or others from using and enjoying the Coaching Platform or Company or Coach from delivering the Coaching Platform; (iii) not defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of Company, Coach, or other Coaching Platform participants, or not use information learned from the Coaching Platform or information and materials posted, transmitted, or otherwise communicated in the Coaching Platform to otherwise defame, abuse, harass, stalk, threaten, intimidate, or mislead, or otherwise violate the legal rights of Company, Coach, or other Coaching Platform participants, within or outside the Coaching Platform; (iv) not post, transmit, or communicate information or materials in the Coaching Platform, or otherwise utilize any Coaching Platform spaces to communicate or distribute information, that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful; (v) not use the Coaching Platform or any Coaching Platform spaces for any purpose in violation of applicable law; (vi) not advertise or offer to sell any goods or services for any commercial purpose through the Coaching Platform, or otherwise post, transmit, or communicate commercial advertisements, affiliate links, and other forms of solicitation in any Coaching Platform spaces; (vii) not impersonate any other Coaching Platform participant, or knowingly allow any other person or entity to utilize the Coaching Platform under his or her name; (viii) not imply or represent that any of Participant’s statements are endorsed by Company, Coach, or other Coaching Platform participants without the prior written consent thereof; (ix) not participate in the Coaching Platform or use the Coaching Platform Materials or any Coaching Platform spaces (a) in a manner which is false or misleading (directly or by omission), (b) for the purpose of soliciting or selling products, services, or investment opportunities, or (c) for the purpose of accessing or otherwise obtaining confidential or trade secret information of Company, Coach, or other Coaching Platform participants for public disclosure or any other purposes; and (x) not cause or induce any third party to engage in the restricted activities contained herein. Failure to comply with these provisions may result in termination of your participation without refund.
- Name and Likeness; Publicity. Company may create audio, visual, or audiovisual recordings of Coaching Platform sessions, workshops, events, and other activities (collectively, “Recordings”) at any time and Participant irrevocably authorizes, grants, and licenses Company the rights to record, photograph, digitize, use, reproduce, modify, publicly perform and display, distribute, broadcast, exhibit, adapt, create derivative works from, exploit and otherwise commercialize Participant’s image, likeness, appearance, voice, professional and personal biographical information, and all materials created by or on behalf of Company that incorporate any of the foregoing, solely as incorporated into the Recordings and solely for the purposes of the Coaching Platform’s operation, advertisement, publicity, promotion, exhibition, and exploitation with Participant’s prior written consent, in perpetuity, in any and all media and by any means now known or hereafter created, without royalty or other compensation to Participant. Company shall exclusively own all IP Rights in and to all Recordings and does not grant Participant any right or license to use the Recordings except as incorporated into Coaching Platform Materials and, in all such cases, solely in accordance with the license therefor.
- Confidentiality. For purposes hereof, “Confidential Information” means any non-public or proprietary information or material of either Company or Participant or its respective Representatives (defined below) (collectively, the “Disclosing Party”) that is disclosed to, received by, or obtained from any source and in any form by the other party or its respective Representatives (collectively, the “Receiving Party”) as a result of Participant’s enrollment and participation in the Coaching Platform, including, without limitation, business and financial information; technology, practices, operations, and methods of conducting business; information technology systems and operations; published and unpublished know-how, whether patented or unpatented; information concerning the identities of the Disclosing Party’s present or prospective business partners and customers; strategies; research projects or developments; products and proprietary information, methodologies, and related information (including Platform Materials); and future plans relating to any aspect of the Disclosing Party’s present or anticipated businesses, including, without limitation, all notes, memoranda, summaries, analyses, compilations, and other writings relating thereto prepared by the Disclosing Party that use, contain, or incorporate any such information or data, including all copies, electronic or otherwise, and reproductions thereof obtained from any source by the Receiving Party, where such materials are marked as confidential or should have, by their nature, reasonably have been known to be confidential. Confidential Information does not include information that (i) is or becomes public knowledge through no breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party from a third party not under a duty of confidence to the Disclosing Party; or (iii) is already known or is independently developed by the Receiving Party without use of Confidential Information. A Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use Confidential Information for its own purposes (except as expressly permitted by, or required to achieve the purposes of, this Agreement). Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, disclosure of Confidential Information is permitted to the extent required (i) by Company to its employees, consultants, contractors, counsel, and agents, including Coach, who have a need to know in connection with this Agreement and who are bound by the terms hereof or terms substantially similar hereto or (ii) by operation of law, or by order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under this Agreement; provided, the Receiving Party will, unless legally prohibited, provide the Disclosing Party with reasonable prior written notice sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure. The Receiving Party shall promptly return all Confidential Information, together with all copies or any other form of reproduction thereof, to the Disclosing Party at its request and shall notify the Disclosing Party immediately upon discovery of any unauthorized disclosure or use of its Confidential Information and shall cooperate in every reasonable manner at the Disclosing Party’s sole cost and expense to help regain possession of the Confidential Information and prevent its further unauthorized disclosure or use.
- Term; Termination. This Agreement shall commence on the Effective Date and shall continue until the End Date. All provisions of this Agreement which by their nature should survive expiration or termination, including, without limitation, those relating to payment obligations, confidentiality and non-disparagement, and Company’s IP Rights, shall continue in full force and effect expiration or termination of this Agreement. Except when required by law, paid enrollment fees are non-refundable. The company, Jared Tendler, LLC does not offer any refunds or returns for any and all purchased goods or services. All sales are final.
- Representations and Warranties.
- A) By Company. Company represents and warrants (i) it has full right, power, and authority to enter into this Agreement and to provide the Coaching Platform, (ii) it will comply with all applicable laws in the performance of its obligations hereunder, and (iii) it shall undertake commercially reasonable efforts to cause Coach to deliver the Coaching Platform.
- B) By Participant. Participant represents and warrants (i) it has full right, power, and authority to enter into this Agreement and to enroll in the Coaching Platform; (ii) it will comply with all applicable laws in the performance of its obligations and participation in the Coaching Platform according to the terms and conditions contained herein and grant the rights granted to Company and Coach herein; and (iii) the rights, including, without limitation, IP Rights and Participant Work Product, granted hereunder will not (to the best of Participant’s knowledge) conflict with or violate any commitment, agreement, or understanding with respect to the rights of any third party or require approvals from any other party and that such grant will not otherwise subject Company or Coach to liability.
- Indemnification. Participant shall indemnify, defend, and hold harmless Company and its parent, subsidiary, and affiliate companies and each of their former, present, and future members, managers, officers, directors, shareholders, employees, contractors, agents, licensees, successors, and assigns, including Coach (collectively, “Representatives,” and together with Company, the “Indemnified Parties”), from and against any and all liabilities, claims, suits, actions, causes of action, damages, costs, reasonable settlements, and expenses (including, without limitation, reasonable outside attorneys’ fees) brought by a third party (each, a “Claim”) to the extent arising out of or attributable to any material breach or allegation which, if true, would constitute a material breach, of Participant’s representations, warranties, covenants, or other obligations hereunder. An Indemnified Party shall (i) promptly notify Participant in writing of any such Claim (a delay in such notice shall not relieve Participant of its obligations hereunder except to the extent such delay prejudices the defense of such Claim) and give Participant the opportunity to defend or settle any such Claim at Participant’s sole cost and expense and (ii) cooperate with Participant, at Participant’s sole cost and expense, in defending or settling such Claim. Participant shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the applicable Indemnified Party to defend any such Claim asserted against such Indemnified Party. Participant may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent. An Indemnified Party shall have the right to participate in the defense of any Claim at its sole cost and expense.
- Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, (i) NEITHER PARTY NOR ITS REPRESENTATIVES WILL BE LIABLE TO THE OTHER PARTY OR ITS REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, AND (ii) IN NO EVENT, WILL EITHER PARTY’S LIABILITY TO THE OTHER PARTY HEREUNDER EXCEED THE APPLICATION FEE AND ENROLLMENT FEE PAID BY PARTICIPANT. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT OR NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
- Force Majeure. Neither Company nor Coach shall be liable or responsible to Participant, nor deemed in breach of this Agreement, for any failure or delay in its provision of the Coaching Platform due to acts or circumstances beyond their reasonable control, including, without limitation, as a result of riot, civil unrest, military action, or terrorism; damage to or destruction of premises or equipment; earthquake, storm, flood, or other natural disaster or Act of God; epidemic or pandemic (including COVID-19); deliberate sabotage or malicious damage to equipment or data; industrial action, strikes, or lock-outs by employees of third parties; inability to obtain supplies of power, fuel, or transport; or the exercise of emergency powers by any governmental authority (each, a “Force Majeure Event”). Company shall notify Participant within five (5) days of it suffering a Force Majeure Event and use diligent efforts to end the failure or delay and minimize the effects of the Force Majeure Event.
- Relationship of Parties. The nature of the relationship between Company and Coach, on one hand, and Participant, on the other hand, under this Agreement is that of independent contractor, and not that of employment, agency, partnership, or joint venture. Neither Company nor Participant is a representative the other party and neither party shall hold itself out as such publicly or to any third party or incur any liability for the other party or its personnel (including Coach).
- Notices. Notices between the parties shall be in writing and delivered in person or by email to the following addresses, deemed delivered on receipt: if to Company, to the attention of Jared Tendler at email@example.com, with a copy to Scott J. Sholder, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at SSholder@cdas.com, and, if to Participant, at its email address provided in Coaching Platform, or as subsequently designated by either party.
- Governing Law. This Agreement and all matters arising therefrom shall be governed by the laws of the Commonwealth of Pennsylvania without regard to conflict of laws rules.
- Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved through confidential binding arbitration administered by a single arbitrator appointed by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules based on the submission of documents without any in-person or oral hearing. Judgment on the award rendered by the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction, including, without limitation, the state or federal courts located in Bucks County, Pennsylvania, and Company and Participant waive all jurisdictional, venue, and inconvenient forum objections thereto. The prevailing party shall be entitled to an award of reasonable outside attorneys’ fees.
- Remedies. Company and Participant each acknowledges that any breach of Sections 4(a), 6, or 7 of this Agreement will cause the non-breaching party irreparable damage for which monetary damages would be an inadequate remedy. Consequently, notwithstanding Section 16, in the event of a party’s breach or threatened breach of Sections 4(a), 6, or 7, the non-breaching party may seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such party may be entitled. All remedies, whether at law, in equity, or pursuant to this Agreement, shall be cumulative.
- Assignment; Binding Effect. Neither Company nor Participant may assign or transfer its rights and obligations without the prior written consent of the other party; provided, Participant’s consent will not be required for Company to assign or delegate its rights and obligations to a third party (a) that controls, is controlled by, or is under common control with Company or (b) in connection with a merger, acquisition, or consolidation by or with Company or a sale or transfer of all or substantially all of Company’s businesses and assets. Any purported transfer or assignment in violation hereof will be void and will have no effect. This Agreement will be binding upon and will inure to the benefit of the parties and their respective permitted assigns and transferees.
- Entire Agreement; Severability. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, documents, agreements, and prior course of dealing, oral or written, between the parties with respect thereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
- Amendment; Waiver. This Agreement may be amended only with the written consent of the parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving party. Either party’s failure to enforce or delay in exercising any of its rights or remedies under this Agreement at any time for any period shall not be construed as a waiver of such rights or remedies, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.
- Execution. This Agreement may be executed by manual or verified electronic signature, in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.