PREACHING/SPEAKING LEGAL STUFF
By inviting Ioannis and/or Grats LLC (hereinafter Grats LLC) to come preach and/or speak, you and your organization (hereinafter CLIENT), are fully accepting and agreeing to all of the following terms and conditions (hereinafter Agreement):
Limitation of Liability: CLIENT acknowledges and agrees that Grats LLC, including but not limited to Grats LLC's employees, owners, leaders, representatives, sub-contractors, trustees, affiliates, and the like, shall not be liable for any damages, including but not limited to direct, indirect, special, consequential, incidental, contingent, punitive, and/or exemplary damages, and including but not limited to loss of profits, loss of revenue, and/or any other damage for any reason, including but not limited to resulting from or based upon a claim of breach of contract/Agreement, and/or any other claim or tort including intentional torts, warranty, strict liability or otherwise. CLIENT acknowledges and agrees that in no event will Grats LLC’s total liability for any reason and/or claim(s) exceed the current Agreement Length's total contract value as determined by multiplying the price per meeting, by the rate of meetings per month, by the amount of months listed for the current Agreement Length. CLIENT’s sole remedy for Grats LLC’s failure to perform any material term of this Agreement (e.g., Grats LLC's Service obligations), shall be to Terminate Agreement without cause, if Grats LLC fails to correct such failures within thirty (30) days of receiving CLIENT’s written notice.
Indemnification: CLIENT agrees to indemnify, defend at CLIENT'S expense, and hold Grats LLC, including but not limited to Grats LLC's employees, owners, leaders, representatives, sub-contractors, trustees, affiliates, and the like (Collectively "Grats" within this section and the section below it), harmless from any and all claims, demands, suits, losses, damages, and/or judgments, including 3rd party claims, demands, suits, losses, damages, and/or judgments, and including attorneys’ fees, expenses, and court costs; incurred by, alleged, arising from and/or which are claimed to have arisen as a result of any and/or all statements, acts, encouragement, guidance, errors, performance, omissions, wisdom, ideas, thoughts, materials, services, work product, framework, Intellectual Property, training, insight, tools, methods, methodology, process, procedures, understanding, feedback, and/or anything similar, made/given/performed by Grats. TO THE EXTENT PERMITTED BY LAW, GRATS MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT THE SERVICES DESCRIBED IN AGREEMENT AND DISCLAIMS ANY AND ALL WARRANTIES. This indemnity will not limit any other obligations of CLIENT under Agreement.
Reputation: CLIENT agrees to uphold and portray a positive public reputation of Grats, and therefore agrees to not post or publish anything negative on public media or defaming of Grats.
Intellectual Property: With-in Agreement, “Intellectual Property” means all works, including literary works, pictorial, graphic and sculptural works, architectural works, works of visual art, and any other work that may be the subject matter of copyright protection; all encouragement, guidance, wisdom, ideas, materials, framework training, insight, tools, methods, methodology, process, procedures, understanding, feedback; any word, symbol, device, product configuration, slogan or any combination thereof used to distinguish or identify goods or services or any other identifiers that may be subject matter of trademark protection including all applications and registrations therefore and associated goodwill advertising and marketing concepts; information; data; business or marketing plans or strategies; customer lists; operating procedures; trade secrets; design formulas; computer programs and inventories; written discoveries; client lists; written and secrecy marked improvements of any kind; projections; pricing information; formulas; designs; models; drawings; computer programs, including all documentation, related listings, design specifications, and flowcharts; trade secrets; and any inventions, including all processes, machines, manufactures and compositions of matter and any other invention that may be the subject matter of patent protection; and all statutory protection obtained or obtainable thereon. CLIENT agrees and warrants that Grats LLC completely and exclusively owns all worldwide right, title and interest in and to Intellectual Property created, made, shared, spoken, written, conceived, reduced to practice, authored, and/or the like by Grats LLC (hereinafter Authored) and/or any persons provided by and/or working for Grats LLC, either solely or jointly with others, at any time past, present, and/or future, whether in connection with the performance of Agreement or not. Grats LLC is therefore able to utilize Intellectual Property at its sole discretion, including but not limited to, with other clients. CLIENT cannot make, have made, use, reuse, offer for sale, sell, modify, translate, import, and/or do anything utilizing Intellectual Property, without express written approval/permission from Grats LLC, per Intellectual Property item. Nothing in Agreement gives CLIENT express written approval/permission from Grats LLC for any Intellectual Property item(s), except that CLIENT can use, for CLIENT's internal purposes only, Intellectual Property that is Authored by Grats LLC as part of Agreement. CLIENT hereby assigns to Grats LLC all right, title, and interest in any and all photographic images, videos and/or audio recordings made by CLIENT and involving Grats LLC and/or Intellectual Property and/or anything associated with Grats LLC, including, but not limited to assigning, any royalties, proceeds, or other benefits derived from such photographs, videos, and/or recordings.
No Waiver: No failure or delay by Grats in exercising any power, right, or privilege provided in Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers, or privileges preclude any further exercise of them or the exercise of any other right, power, or privilege provided in Agreement.
Headings/Words: Headings are inserted for the convenience of the parties only and are not to be considered when interpreting Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Force Majeure: If and to the extent that Grats LLC’s performance of any of its obligations pursuant to Agreement is prevented, hindered or delayed directly or indirectly by fire, flood, storm, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, strikes, lockouts, civil disorders, rebellions or revolutions, restraints of government, or any other cause beyond the reasonable control of Grats LLC (each a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then Grats LLC, being non-performing, hindered or delayed shall be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected (the “Affected Services”) by the Force Majeure Event for as long as the Force Majeure Event continues and, except as otherwise provided in this Section, Grats LLC continues to use its commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. Grats LLC whose performance is prevented, hindered or delayed by a Force Majeure Event shall promptly notify CLIENT of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.
Severability/Survivability: In the event any part of Agreement is determined by a court of competent jurisdiction to be void/invalid/unenforceable, then the void/invalid/unenforceable portion(s) of Agreement shall be considered to be severed from the other provisions of Agreement and the remaining provisions of Agreement shall remain in full force and effect. Grats LLC not executing a right under Agreement does not in any way forfeit that right for Grats LLC. Upon completion, cancellation, and/or termination of Agreement for any reason, all sections/parts of Agreement will remain in effect, guiding any future dispute(s) that may arise.
Choice of Law: The construction, interpretation, and performance of Agreement and all transactions under it, shall be governed in accordance with the laws of the State of Idaho. If any dispute arises under Agreement, parties agree to mediation as an initial method to resolve the dispute. Any dispute that escalates to court, must be adjudicated in an Idaho State court.
CLIENT Acceptance: By inviting Grats LLC to come preach and/or speak, I the CLIENT, am fully accepting and agreeing to all of the statements written above.