MOXIE INSTITUTE CLIENT SERVICES AGREEMENT

This SERVICES Contract shall hereafter be known as the (“Agreement“) also referred to as (“Contract”) is entered into by and between Moxie Institute, Inc. hereafter referred to as “MOXIE” as defined in the proposal agreement, invoice, receipt, or when purchasing a product or service online, and the Client.  All references to MOXIE as stated herein include employees, contractors, sub-contractors, coaches, trainers, facilitators, designers, writers, and other appointed agents that may be assigned by MOXIE to provide services as may be necessary to fulfill the scope and intent of this contract. The aforementioned references shall be incorporated herein as though fully stated.

WHEREAS, MOXIE and the Client agree upon the following terms and conditions under which MOXIE shall provide the services as stated herein.

WHEREAS, MOXIE and the Client desire to memorialize their understanding of this Contract along with the terms and conditions as stated herein.

NOW THEREFORE, the parties agree as follows:

1. SCOPE OF SERVICES:
MOXIE shall perform for the Client the following services (“Services”) that are included in the Scope of Work as described in the proposal, invoice, online learning platform and/or payment processing solution.

Any changes to the nature or the Scope of the Services as described shall be effective only if made in writing and fully executed by both parties. The scope of any changes shall be attached hereto as an Addendum and shall be considered a part of this contract as though fully stated herein. MOXIE shall have no obligation to commence work in connection with any alteration or change to the scope or nature of the service and/or deliverables until the parties hereto have executed an addendum which includes fees, additional services, schedule changes, or any other modifications to the original scope and intent of services.

2. INDEPENDENT CONTRACTOR:
During the duration of this contract and all addendums hereto, MOXIE will serve as an independent contractor and not the Client’s agent or employee. In addition, MOXIE will have the authority to make commitments or assume obligations on behalf of the Client with specific arrangements that are made in writing. This Contract shall not be construed to create a joint venture, partnership, agency, or an employment relationship between MOXIE (and/or its agents) and the Client (and/or its agents).MOXIE will pay all of its employees, contractors, subcontractors, and/or partners assigned who work on the performance of this contract wages, benefits, taxes and other expenses that may be related to its execution.

3. COOPERATION:
MOXIE agrees to accept from the Client requests to perform tasks that are suitable to its experience and expertise that can be implemented within the scope of this contract and shall have discretion with regard to the methods used to perform such services. The Client agrees to make its personnel reasonably available to MOXIE as and when needed throughout the term of this Contract to answer any questions and provide information, to perform designated tasks and assume the responsibilities as agreed to and described in the scope of work, proposal, or invoice.

4. PAYMENT FOR SERVICES:
The Client shall pay MOXIE for the Services as defined in the ‘terms’ section of a MOXIE proposal or invoice, online learning platform, QuickBooks, WooCommerce, RegFox or payment processing solution.

Any invoice remaining unpaid for more than thirty (30) days from the invoice date shall accrue interest at a rate of two (2%) percent monthly compounded interest on the unpaid balance. Any processing fees(s) required by MOXIE for invoicing will be passed through to the Client.  In the event of a dispute with regard to any portion of an invoice, the undisputed portion shall be paid as agreed to within the terms and conditions of this contract. Any portion of a disputed invoice not resolved within thirty (30) days after its submission or a mutually agreed to timeframe as established by both parties, any remaining balance will be deemed due and payable in full according to the terms and conditions stated herein.

Moxie fees do not include VAT, or any other state, federal, local, or international taxes that may be applicable to this Agreement. If any state, local, federal or international tax is applicable under this Agreement, Client shall be responsible for such taxes regardless of when such taxes are levied and payment is due. If any taxes are required to be deducted from the Service fee, Client agrees to pay those amounts necessary to offset the tax and any administrative or processing fees associated with the tax such that Moxie receives the total Service fee due under this contract.

In the event of non-payment for any portion of this contract or scope of work, The Client understands and agrees that MOXIE may discontinue extending credit for the uncompleted portion of this contract and require advance payments or retainer payments, before continuing work.  If the Client fails to make timely payments to MOXIE with respect to any undisputed invoice, MOXIE reserves the right to stop work in progress or committed and/or terminate this contract due to the breach of its terms and conditions. Also, the Client further agrees that if it fails to make timely payments with respect to any undisputed invoice MOXIE may stop work and place employees, consultants, and/ or subcontractors scheduled to work on this contract on other projects without such action being considered a breach of contract or obligation to continue of any uncompleted portion of the scope of work as stated in this Agreement. Further, the Client agrees that, in the case work is stopped by MOXIE because of the Client’s failure to make timely payments as specified herein, MOXIE will assume no responsibility and shall be held harmless for any resulting damages or other consequences the client may experience directly or indirectly related to stopping work because of non-payment.

In the event that The Client terminates this contract and the rendering of services prior to the training date or the start of an engagement, MOXIE shall be promptly paid as follows:

a. If terminated more than one month before services were to commence, 30% of the contracted amount;

b. If terminated between one month and two weeks prior to commencement of services, 75% of the contracted amount;

c. If terminated less than two weeks prior to commencement of services, 100% of the contracted amount.

5. EXPENSES:
The Client will reimburse MOXIE for all out-of-pocket disbursements for reasonable and necessary expenses including, but not limited to audio/video editing, production, and recording, photocopying, transcription, travel, lodging and food, ground transportation, parking and or mileage reimbursement at the rate of fifty-four (54) cents per mile, international communication if any, mailing and/or packaging and delivery costs, messenger fees, advertising, and any other costs incurred by MOXIE for the benefit of and in the course of performing the Services as stated herein. Those expenses specifically identified in the scope of work as included in the project cost will also be reimbursed.

6. INTELLECTUAL AND PROPRIETARY PROPERTY RIGHTS also known as “Works”:
It is understood that any MOXIE Works including but not limited to strategy, process, marketing, education and all training materials and content shared by MOXIE (“MOXIE Training Content”) including but not limited to audio, written, recorded or video work in any form including digital transmission, slides, PDF’d, photocopies, Moxie online learning, software, speech and presentation material and props or any other form of reproduction or transmission of any and all content and/ or distribution to any other party is prohibited and is the sole property and proprietary work of MOXIE. Any reproduction, distribution or sharing with any other party is also strictly prohibited without specific written consent or arrangements with MOXIE. Further, any audio, photography, or video recordings of any kind is prohibited unless specific written consent is given via a written addendum to this contract stating the terms and provisions and related fees for said use.

The Coaching, Training and Workshop materials and content provided by MOXIE through a MOXIE Trainer, Facilitator, or Coach or any other MOXIE Training Content are intended for Client professional development purposes only. MOXIE Training Content, which may include “MOXIE Work” (as defined below), are protected by copyright pursuant to U.S. and international copyright laws, and owned, licensed to, or controlled by MOXIE, unless specifically credited. “MOXIE Work” means any processes, graphic elements, illustrations, designs, techniques, methods, concepts, data, know-how, or other works (and the intellectual property rights therein) that are conceived, owned, developed, or reduced to practice by MOXIE prior to or outside the scope of the Coaching, Training or Workshop. MOXIE retains ownership and all ownership rights to MOXIE Training Content and MOXIE Work.

Limited Use:
MOXIE agrees that all  MOXIE Training Content and Works exhibited in any tangible medium of expression created or developed by MOXIE and/or subcontractors and employees on behalf of the Client pursuant to the rendering of Services under this Contract are hereby granted to Client for the benefit of each Individual or Attendee, a fully paid-up, perpetual, non-exclusive, non-transferable, irrevocable and royalty-free right to use the MOXIE Training Content and MOXIE Works for such individual’s professional development purposes, subject to the restrictions above. 

MOXIE shall retain sole ownership and all intellectual property and copyrights to any MOXIE Works and training materials including, but not limited to all proprietary strategy, know-how, knowledge, workbooks, written materials, recorded audio, video, electronic media content, software, media training tools, background technology, speech writing, content,  and presentation design that is slated to be used by MOXIE in the course of performing the Services as stated in this agreement.

MOXIE retains the right to develop, market, distribute and otherwise commercially exploit their own proprietary services and training materials without limitation, including services or materials that may be similar to or compete with Works developed for or on behalf of The Client.

MOXIE accepts no responsibility for the consequences and outcomes of The Client’s use and application of strategy, knowledge, education and training materials, and customized works after the completion of the Services as stated in this Agreement.

7. DISCLOSURES AND CONFIDENTIALITY:
During the performance of Services under this Contract it may be necessary for either party to provide the other with certain Information considered proprietary and confidential by the disclosing party.

The term “Information” means, without limitation, Works, Training Content, background technology and any and all technical and business information disclosed in any manner or form including, but not limited to financial plans and records, marketing plans, business strategies, trade secrets, know-how, present and proposed content and products, computer software programs, source code, relationships with stakeholders and third parties, customer lists, and information regarding customers and suppliers, founders, employees, contractors, or affiliates.

Any information disclosed hereunder is subject to the following terms and conditions:

a. Information of the other party shall not be disclosed to anyone other than the directors, officers, agents and employees of the receiving party (“Representatives”) who have a need to have access to such Information to perform obligations under this Agreement. Each party will use the same degree of care to protect Information of the other party as it uses to protect its own Information of like importance, but no less than a reasonable degree of care. Client is responsible for any breach of the confidentiality and and non-use obligations under this Section 7 (Disclosures and Confidentiality) by any of its Representatives.

b. The disclosing party’s Information will be used only as necessary for the performance of the receiving party’s obligations under the applicable scope of work under this Agreement. Neither party will make additional copies or save Information files, audio, video, slides, images and other forms of information without the express knowledge and consent of one another.

c. The party receiving said information will not have any obligation with respect to the following:

i. Information that is or becomes publicly available through no wrongful act of the receiving party;

ii. Information that was previously known to the receiving party without any obligation to keep it confidential; or

iii. Information that was independently developed by the receiving party without reference to, use of or reliance upon the disclosing party’s Information.

In addition, the receiving party may disclose Information in response to a valid order by a Court or other official governmental body, or as otherwise required by law, provided, however, that the receiving party provides prompt written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

d. Within 7 days of a request by the disclosing party, the receiving party shall return or destroy all property including, but not limited to, documents, records, tapes, and any other media as well as all copies thereof in its possession or under its control that contains Information of the disclosing party and purge all Information from its electronic systems and files.

e. The duties and obligations to protect Information will survive for a period of five (5) years following completion, termination or expiration of this Agreement.

f. The parties recognize and acknowledge that the Information may have competitive value and that irreparable damage might result to the disclosing party if Information is improperly disclosed by the receiving party to any non-authorized third party. The parties agree that legal proceedings at law or in equity, including injunctive relief may be appropriate to recover damages in the event of a breach hereof.

8. SOLICITATION OF EMPLOYEES OR CONTRACTORS:
MOXIE and Client have entered into a relationship that requires considerable specialized training, knowledge, and expertise in the course of carrying out the services under this agreement. Each party agrees that during the term of this Agreement and for a period of twenty-four (24) months after the conclusion of MOXIE services, neither party will approach, entice, solicit, induce, encourage, or contact any employee, consultant, partner, or agent for the purpose of seeking employment, consulting, training, coaching, or business arrangements competitive or complementary with the other party’s line of business including, but not limited to all training, coaching, and talent development topics, course and instructional design, writing, marketing, slide design, video production and editing, conference and meeting services, and talent representation. Each party agrees to provide this clause to any and all subsequent employees or contractors during the term of this non-solicitation agreement. All services associated with MOXIE employees, consultants, partners, and agents during the term of this non-solicitation agreement shall be negotiated, contracted, and invoiced through MOXIE Institute.

9. TERMS AND DEPOSIT:
This Agreement shall commence as of the date of the last signature below (“Effective Date”) and shall continue until all Services are completed, unless earlier terminated pursuant to this section. MOXIE will begin performing the Services upon its receipt of this signed Contract and the payment or deposit as specified in the proposal and scope of work. In the event of termination of this Agreement, MOXIE shall be entitled to and shall receive payment in full for all Services provided and all reimbursable expenses incurred through and including the effective date of termination. The balance remaining held on deposit will be applied to the final billing upon termination. Either party may terminate this Contract by giving written notice thereof five (5) business days prior to such termination. Payment of any undisputed remaining contract balance shall be made to Moxie Institute upon submission of their invoice.

10. SCHEDULING, TRANSFER, CANCELLATION, AND REFUND POLICY:
For public instructor-led live workshops and live online classes, you may transfer to a future class or workshop date within 180 days (of equal or lesser value), send someone to take your place, or cancel without penalty at any time up to thirty (30) days prior to the event date. 

Clients may transfer their registration to another person or course of equal or lesser value, for a fee, within thirty (30) days but not within two (2) business days prior to the event. The transfer request must be received in writing thirty (30) business days prior to the first day of the event for which you were originally scheduled. For full day live public workshops, a $250 transfer fee will be applied if received less than seven (7) days prior to the start date of the event. For virtual workshops and live online classes, a $75 transfer fee will be applied if received less than thirty (30) days prior to the start date of the event. There are no cancellations, refunds, or transfers within two (2) business days of the event. Participant cancellations, transfers, and substitutions must be made with written notification to Discover@MoxieInstitute.com.

For virtual or onsite speaker and presentation coaching, executive coaching or media training engagements, all rescheduling notices must be submitted more than twenty-four (24) hours prior to the engagement date in writing to both the assigned coach or trainer and MOXIE or Client will forfeit the coaching hours and be held responsible for the entire agreed upon fees for service.  The Client will be responsible for any fees and costs associated with research, planning, travel, and incidentals related to changed dates and/or locations. 

Clients have the option of rescheduling their forfeited session for an additional fee of $100.

For Client-sponsored training, we request at least 30 days following the written notice to reschedule the training for preparation and planning. Future training dates will be granted up to 180 days without additional penalty. In the event that the Client terminates this contract prior to the start of training or engagement, MOXIE shall be promptly paid as follows:

1. If terminated more than one month before services were to commence, 50% of the contracted amount plus any travel and incidental fees incurred.

2. If terminated between one month and two weeks prior to commencement of services, 75% of the contracted amount plus any travel and incidental fees incurred.

3. If terminated less than two weeks prior to commencement of services, 100% of the contracted amount.

Client-sponsored training, workshops, and events may request in writing a future training date 30 days before the originally agreed upon workshop or training date. A rescheduling fee equal to 25% of the Training or Workshop fee will be due if the Client delivers the notice of rescheduling less than twenty (20) business days from the Workshop or Training date. 

Client-sponsored in-person training and workshops must be scheduled by the stakeholder and MOXIE in writing twenty (20) business days in advance or the client agrees to pay an additional 25% of the total training and workshop amount. Client-sponsored virtual training and workshops must be scheduled by the stakeholder and MOXIE in writing ten (10) business days in advance or the client agrees to pay an additional 25% of the total training and workshop amount. 

Extenuating circumstances policy:
Moxie Institute may give refunds or waive the cancellation policy if participants have to cancel because of an unexpected circumstance that’s out of their control. Below is a list of circumstances covered by our Extenuating Circumstances Policy. Before you cancel, check that your circumstance is included in the list below and that you can provide the required documentation.  

Public Workshops

• Government-mandated obligations including state or federal travel restrictions, court appearances, and military deployment. (copy of the official notice dated after the event was booked)

• Natural disasters, terrorist activity, and civil/political unrest that prevent attendees from traveling to or from the training destination

• Epidemic disease or illness or pandemic that suddenly affects a region or an entire group of people. This doesn’t include existing diseases that are associated with an area – for example, malaria in Thailand or dengue fever in Hawaii. Any updates to our policy regarding the outbreak of a disease, and the scope of policy application, will be determined based on announcements by the World Health Organization and local authorities.

• Travel restrictions imposed by a government, law enforcement agency, or military that restrict travel to or from the training location.  

• Safety and security threat advisories issued by a government or law enforcement agency for the training location.

Client Sponsored Training

• Natural disasters, terrorist activity, and civil/political unrest that prevent attendees from traveling to or from the training destination

• Epidemic disease or illness or pandemic that suddenly affects a region or an entire group of people. This doesn’t include existing diseases that are associated with an area – for example, malaria in Thailand or dengue fever in Hawaii. Any updates to our policy regarding the outbreak of a disease, and the scope of policy application, will be determined based on announcements by the World Health Organization and local authorities.

• Travel restrictions imposed by a government, law enforcement agency, or military that restrict travel to or from the training location.  

• Safety and security threat advisories issued by a government or law enforcement agency for the training location.

If you’ve confirmed your circumstance meets the requirements above, first cancel your registration in writing to Discover@MoxieInstitute.com and call 858-771-6827. If your registration falls under a recognized extenuating circumstance, you’ll be notified that your registration qualifies for a cancellation, and you’ll receive a full or partial refund depending on the event and service.

If your registration doesn’t qualify automatically, continue canceling your registration and then contact us to file a claim. We’ll walk you through the next steps, which will include submitting any required documentation and waiting for our team to review your case. Documentation must be submitted within 14 days of cancellation.

Moxie Institute reserves the right to cancel an event due to extenuating circumstances, low enrollment, inclement weather or other circumstances that would make the event non-viable. Should circumstances arise that result in the postponement of an event, registrants will have the option to either receive a full refund or transfer registration to the same event at the new, future date. In the event that Moxie Institute needs to cancel, you will receive a full refund applied to the credit/debit card you used to purchase the public workshop. You will need to provide our support team with your credit/debit card information in order to activate the refund. For your protection, our system does not store your information.  

We appreciate that this is an important investment for you and/or your Client and would like to accommodate your needs the best we can. Therefore, please call us at 858-771-6827.

11. Indemnification:
In the event that MOXIE or any principals, employees or subcontractors becomes a party to, or is threatened to be made a party to, any action, suit or investigation by reason of the fact that MOXIE performed the Services, the Client agrees to indemnify and hold harmless MOXIE against any and all expenses incurred for defense including court costs, attorneys fees, judgments, fees, fines and amounts paid in settlement, actually and reasonably incurred by it in connection with such action assuming that MOXIE acted in good faith and in a manner which is reasonably believed to be in the best interest of both parties to this Contract and in compliance with its terms and conditions.

12. Limitation of Liability:
The limit of MOXIE’S liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to the Client, or to any third party concerning performance or non-performance by MOXIE, or in any manner related to this Agreement, for any and all claims shall not in the aggregate exceed the fees and expenses paid by the Client to MOXIE hereunder with respect to the performance by MOXIE of any and all Services. The Client’s exclusive remedy for any claim arising out of these arrangements shall be for MOXIE, upon receipt of written notice, to use best efforts to cure the breach at its expense, and failing that, the return of fees paid to MOXIE for the work related to the breach.

In no event shall either party be liable for consequential, incidental or punitive loss, damage or expenses (including lost profits or savings) even if it has been advised of their possible existence. Any action by either party must be brought within one (1) year after the cause of action arose.

13. Provision for Collection of Unpaid Fees and Expenses:
Should any portion of MOXIE’s invoices for the agreed-upon fees, services, and expenses related to this contract not be paid within the stated terms for payment herein, MOXIE may elect to commence collection proceedings. It is agreed that all expenses related to attorney’s fees, court costs, and other services or expenses related to collection will be paid by the Client.

14. Use of Name:
The Client may not use the names “Fia Fasbinder”, “Gregg Fasbinder”, “Moxie”, “Moxie Institute” or any other names under which MOXIE may operate, or the name of its principals, trainers, coaches, employees, subcontractors, programs, audio, videos, podcasts, social media and educational material without MOXIE’S prior written consent.

15. Severability:
If any provision or portion thereof of this Contract is or becomes invalid under any applicable statute or rule of law, that portion of the contract is to be deemed stricken, however, the rest of this Contract shall remain in full force and effect. The laws of the State of California shall govern this Contract without regard to any conflict of laws. This instrument constitutes the sole and final Contractbetween Client and MOXIE and correctly sets forth the obligations of each party to the other as of the date of this Agreement. This Contract supersedes any and all previous or contemporaneous written or oral agreements with MOXIE.

Signatures hereon, proposal agreement, or payment processing signify that the parties stated herein have read this Contract and agree to its terms and conditions.

By signing below, Client and MOXIE hereby approve and agree to be bound by the terms and conditions set forth in this Agreement. Each party represents that the individual signing this Contract is vested with full authority to bind the party on behalf of which they are signing. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. To the maximum extent permitted by applicable law or any applicable authority, this Contract may be signed and transmitted by electronic, facsimile or PDF with the same validity as if it were an ink-signed document.

 



Speak with MOXIE eBook: Your Guide to Powerful Presentations and Performances
Speak With Moxie
Guaranteed to motivate, inspire, and persuade.
Take the first step to communication breakthroughs.