TERMS OF AGREEMENT

6-Month Term

By clicking “Submit” or "Complete My Purchase" or emailing your statement of agreement, entering your credit card information, or by signing this agreement, or otherwise enrolling, electronically, verbally, or otherwise, you (“Principal”) and you are entering into a legally binding agreement on the date of purchase ("Effective Date") with Communication Queens, LLC (the “Agent”), collectively “the Parties,” for the purpose of setting forth the exclusive terms and conditions by which the Principal desires to appoint the Agent to be its representative to perform certain Services defined in this Agreement on behalf of the Principal.

WHEREAS, The Principal desires to engage the Agent to be its representative to perform the Services detailed in this Agreement on the Principal’s behalf;

WHEREAS, the Agent agrees to represent the Principal and perform the Services requested herein;

NOW, therefore, in consideration of the promises and conditions contained herein, the Parties agree as follows:

1. Services. The Principal requests and the Agent agrees to perform the following specific Services (the “Services”):
1.  Agent shall assist Principal in the formation and creation of a Guest Podcasting Strategy to target prospective podcasts for Principal to appear on in the form of “Podcast Interviews.”
2.  Agent shall assist Principal in the co-creation of the materials, including but not limited to, Principal’s biography, media page, and one-sheet, with the Principal.
3.  Agent shall research, target, and reach out, on behalf of the Principal, as the Principal’s representative, to prospective podcasts, podcasts hosts, or podcast companies, herein and henceforth “Podcasts,” with the intention of booking Principal for podcast interviews.
4.  Agent shall scheduled the Principal on 30 Podcast Interviews within 6-Months, with the Principal’s acknowledgement that not all bookings may be consecutively within the 6-months of the Term of this Agreement (i.e. If a Podcast schedules the Principal for an interview 9-months from the date of initial connection, that Podcast Interview is considered one of the 30 promised by Agent within the 6-Month commitment of this contract because it was booked within the Term of the Agreement. See No.4.)
5.  Agent shall manage booking, communication, and scheduling coordination between the Podcast and the Principal for the purpose of the Podcast Interview.
6.  Agent will send the Podcast required materials, including, but not limited to the Principal’s bio, website, one-sheet, and social media handles. Principal agrees to provide Agent with any and all information necessary in a timely manner for Agent to render Services effectively and efficiently.
7.  Agent will, at the Agent’s discretion, co-promote and share the Principal’s Podcast Interviews, and his/her relating social media, websites, and information for the purpose of the co-promotion of the Principal, the Podcast, and the Agent, on Agent’s website(s) and social media pages.
8.  Principal shall receive online access to the Communication Queens Course (“Program”) to view, consume, and learn solely at Principal’s discretion and pace.
9.  Agent will host weekly groups Onboarding Calls, monthly group Coaching Calls (“Events”), for which the Principal may or may not attend, solely at the Principal’s discretion.
10. Agent shall provide Principal with a transparent scheduling system (i.e. Principal's Trello Board) to support the principal in managing their next steps before and after the podcast interview.
11. Principal can use the podcast-management system at their own discretion to schedule and manage any additional podcast bookings on his/her own that the Principal receives through his/her own relationships and network, while a Client of the Agency, so long as the Agent is not involved otherwise with the booking, scheduling, or follow-up process of that podcast booking, and will therefore NOT be counted as one of the 30 bookings set forth in this Term and Agreement.
12. Principal agrees that should the Principal want the Agent to manage, follow-up with, schedule, book, or otherwise engage with any additional podcast bookings, even if the Principal receives such podcast interview bookings as a result of the Principal's own  network, that the podcast booking will be considered one of the 30 Podcast bookings for the Term, due to the fact that the booking is being managed by the Agent. 
2. Appointment. The Principal hereby appoints the Agent as the Principal’s agent to perform the Services on the Principal’s behalf in the territory described above.
3. Scope of Authority. The Agent’s authority to bind the Principal is limited to the Services. The Agent does not have the authority to bind the Principal in any manner whatsoever beyond the Services stated herein.
4. Scope of the  "Bookings." The Agent agrees to do its best to ensure that all bookings lead to a completed podcast recording with the Principal and the successful distribution of the podcast interview. However, from time to time, a podcast booking may result in a "no show" or cancellation either from the Principal or the podcaster themselves, and/or the podcaster, with whom the interview was booked, may choose, within his/her own right, for whatever reason, NOT to release the episode recording featuring the Principal. 
   
   1. If the podcast booking results in a "no show" or cancellation by the podcaster, the Agent will do his/her best to reschedule in a timely manner up to two times.
   2. The Agency maintains a 2-strike policy when it comes to no-shows or late cancels with podcasters, to honor the Principal's time. If a podcast booking cancels in less than 24 -hours or no-show's, more than two times, it will then be left to the Principal's discretion as to whether he/she would like to continue to pursue that podcast booking or not. Multiple reschedules of the same booking will NOT count as multiple bookings for the Principal, but as one-single booking.
   3. If a podcast booking results in a reschedule or "no show" because of the Principal being unable to attend the podcast booking, for whatever reason, the Principal is allowed ONE reschedule of that podcast booking. If the Principal "no-show's" and/or has to reschedule up to 3 interviews in less than 24-hours notice, during the 6-month Term, the Agent reserves the right to terminate this contract.
   4. If podcast booking results in the podcaster wanting the Principal to return for a second interview at a future date, the second interview would be considered an additional booking, and would be counted toward the amount of bookings agreed upon in the Term. 
   5. If a podcast booking results in the podcaster choosing, of their own accord, not to release or distribute the podcast interview, the Agent will be held harmless, blameless, and not responsible for the incomplete recording. The "booking" will still be considered one of the 40 bookings set forth in this Term. 
5. Term. The Term shall commence upon the date of purchase, wherein the Principal clicked "Complete My Purchase" on the checkout page, (“Effective Date”) and shall continue for a period of 6-months. This Agreement will automatically renew for a term of the exact duration of the first Term (6 months), unless and/or until either Party notifies the other Party, in writing, of its intention not to renew 30 days prior to the expiration of the current Term.
6. Compensation. For performing the Services hereunder, the Principal will pay Agent $2,000 per month, on the same date every month, with a $1000 immediate set-up fee, OR the Principal will pay Agent $6000 every 3 months, on the same date every 3 months as the initial purchase for the duration of the Term, with no set-up fee.
   1. Failed Payments. If Principal fails to make payment in a timely manner in accordance with this Agreement or voluntarily decides to withdraw from our Services at any time or for any reason whatsoever while still within the Term, Principal still will remain fully responsible for the full cost of the Services through the Term.
   2. Refunds. Upon execution of this Agreement, the Principal agrees to pay to Agent the full amount of the Fee for the Term. If the Principal cancels his/her participation in the Services for any reason whatsoever, the Principal will not be entitled to receive a refund. If Agent is unable to render a portion of the Services as agreed and no suitable rescheduling is able to be arranged, then a refund of that portion only of the Services may be made to the Principal.
7. Expenses. The Agent will be responsible for any and all expenses incurred in the performance of Services under this Agreement.
   1.  If the Principal is made aware of a “pay-to-play” Podcast Interview by the Agent, wherein the Principal is required to pay the Podcast in order to receive the Podcast Interview, and the Principal would like to appear on a “pay-to-play” Podcast, the Principal agrees to enter into a separate agreement and arrangement with the Podcast for the Podcast Interview, in which Principal shall not be entitled to reimbursement from the Agent. In this case, Agent will still perform the services of facilitating scheduling coordination between the Podcast and the Principal.
8. No Endorsement by Association. Agent maintains no endorsement of Principal’s products, services, ideology, content, ideas, trademarks, or business. The Principal maintains that his/her thoughts, words, ideas, trademarks, business, and intellectual property, and the like thereof, shared on any Podcast Interview, are his/her own and that it is within the Principal’s sole discretion and free will to share what he/she shares in any Podcast Interview or marketing materials, including, but not limited to, Principal’s bio, website, social media links, and otherwise, that Agent delivers to the Podcast in order to render Services.
9. Time Is Of the Essence. The Principal and Agent hereby understand and acknowledge that time is of the essence with respect to the Agent’s obligations defined in this Agreement and that prompt and timely performance of such obligations is strictly required from the Principal in order for the Agent to perform the Services effectively, in specifically:
   1. Responding to Agent's Emails + Trello Board notifications, updates, and notices throughout the Term  - Principal is required to respond in a timely manner to Agent (no less than 3-business days), regarding any updates - scheduling or otherwise - to any pending scheduled podcasts or podcast bookings. Should Principal not respond within 3-business days to the Agent, Principal then forfeits that podcast booking, and it will be deducted from the total 30-bookings in this Agreement.
   2. Completion of Onboarding Assets - Principal agrees to submit all his/her Onboarding materials, including but not limited to, submitting the Strategy Survey, getting a Trello account, giving online calendar access to Agent, emailing Agent his/her headshot, and booking a 1:1 strategy call - within 3-days of joining the Agency. Completion of the Strategy Call is not required within the 3-days, but it MUST be booked.
   3. Asking for Support - If at any time the Principal is unsure of his/her next steps, or of how to do something, whether that's setting up a podcasting microphone or understanding his/her Trello board, Principal agrees to reach out immediately to [email protected] to ask for support. And, Principal understands that at any time, for any technical or managerial issue, Principal can attend the Weekly Onboarding Call for onboarding + ongoing support. It is the Principal's sole responsibility to ask for help if stuck, confused, or struggling, and it is the Agent's responsibility to provide that support. 
10. Taxes. Agent shall not be responsible for the payment of any and all taxes incurred by Agent under this Agreement. As the Parties do not have an employment relationship, the Principal shall not be liable for any taxes.
11. Parties’ Relationship. Nothing in this Agreement shall be construed to create an employer-employee relationship between the Principal and the Agent.
12. Confidentiality & Intellectual Property. During the course of this Agreement, it may be necessary for the Principal to share proprietary information, including trade secrets, industry knowledge, and other confidential information with the Agent in order for the Agent to complete the Services. The Agent will not share any of this proprietary information, unless mandated by law, without written permission from the Principal.
    1. Principal’s Intellectual Property. The Agent acknowledges and agrees that all copyrights, trademarks, patents, and service marks and rights in the name of or licensed to the Principal shall be and remain the sole and complete property of the Principal and the Agent shall not acquire or claim any right, title, or interest of any nature in any such copyright, trademark, or service mark. The Agent understands that the aforementioned is a “work for hire” and shall be the sole property of the Principal. The Agent may not use the Principal’s Intellectual Property for any purpose other than contracted for in this Agency Agreement unless the Agent has written consent from the Principal. This section remains in full force and effect even after termination of the Agreement by its’ natural termination or the early termination by either Party, as does the Agent’s obligation of confidentiality.
    2. Agent’s Intellectual Property. Principal acknowledges and agrees that Agent’s copyrighted and original materials shall be provided to the Principal for his/her individual use only with a single-user, non-transferable, revocable license. Principal agrees that he/she will not use any of the Agent’s intellectual property, including the materials contained on the Site (Communicationqueens.com), such as videos, coursework, lesson plans, training modules, photographs, systems, designs, working, colors, graphics, software, sound recordings, text, graphics, images, and other material provided by or on behalf of the Agent, such as but not limited to swipe files, spreadsheets, Trello Boards, forms, (collectively referred to as “Content”) are the property of the Agent and/or our affiliates or licensors, and are protected under both United States and international copyright, trademark, and other intellectual property laws. No license to sell or distribute Company’s materials is granted or implied by the enrollment of Services or the payment of any fees.
13. Termination. This Agreement may be terminated as follows:
    1. Renewal Period. The Parties may terminate this Agreement prior to a renewal period, as long as 30 (thirty) days written notice is given prior to the expiration of the current period.
    2. Any Other Time. If the Agreement is not terminated prior to a renewal period and is instead terminated at any other time, the Party that would like to terminate bust gives 10 days' written notice to the other Party. If that Party is the Principal, the Principal agrees to pay any outstanding balances within 10 days of Termination. If the terminating Party is the Agent, then a refund of the portion of the Services may be made to the Principal within 10 days of Termination. The refund portion will be dependent on the date of the Principal’s last payment in relation to days of Services rendered for the Term prior to the date of termination.
    3. Principal. By the Principal due to the Agent’s breach of the Agreement, or any of the terms and conditions herein. It may also be terminated by the Principal in case of Agent’s insolvency, bankruptcy, liquidation, death, or disability;
    4. Agent. By the Agent due to the Principal’s breach of the Agreement, insolvency, bankruptcy, or liquidation. The Principal understands that the Agency may terminate this Agreement at any time if the Principal fails to pay for the Services provided under this Agreement or if the Principal breaches any other material provision listed in this Agreement.
14. Return of Property. Upon termination, Principal will have seven (7) business days to transfer any and all relevant material including spreadsheets, work-for-hire (i.e. biography, pitch-sheet, media sheets, media-pages, etc), or information from Trello regarding any upcoming podcast bookings to their own project management system. The Agent shall return to the Principal all copies, whether in written, electronic, or other form or media, of the Principal’s content, materials, and resulting work product, if applicable, to the Principal at its earliest convenience, within seven (7) days after the date of termination. After seven (7) days, any information, including but not limited to, upcoming or pending podcast bookings, podcast research, Trello boards, and Google Drive folders, will transfer ownership exclusively to Agent. 
15. No Exclusivity. The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties.
16. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Principal or Agent, any other individual, business entity, or formal organization, or interfere with any law or governmental regulation.
17. Earnings Disclaimer. Agent has taken every effort to ensure accurate representation of the Program and Services and its ability to improve people’s lives and businesses. However, there is no guarantee that the Principal will earn any money using any of the services, ideas, tools, strategies, recommendations, or Works of the Program, and the Agent does not purport any “get rich schemes” in the Program or Services provided therein. Nothing in the Services is a guarantee of results or future earnings, and neither the Program, Services rendered, or Agent offers any legal, medical, tax, financial, or other professional advice. Any financial numbers referenced in the Program or associated Works are illustrative of concepts only and should not be considered average earnings, exact earnings, or promises for actual or future performance. Making decisions based on any information presented in this Program, through the services, or any Agent products, events, services, or websites should be done only with the knowledge that the Principal could experience risk or losses, just like any entrepreneurial or career endeavor. Principal’s level of success in attaining anti results is dependent upon a number of factors including background, skill, knowledge, ability, dedication, business savvy, network, and financial situation, to name a few. Because these factors differ according to individuals, Agent cannot and does not guarantee the Principal’s success, income level, or ability to earn revenue. This Program takes a lot of work and discipline, just like any worthwhile career or professional continuing education program. The Principal should use caution and always consult an accountant, lawyer, or professional advisor before acting on this or any information related to a lifestyle change or business and financial decision.
18. Virtual Coaching Events Audio/Visual Release. By participating in any of the Services contained herein, including but not limited to, the Weekly Onboarding Calls, the Monthly Strategy Calls, and, the Vocal Coaching Calls, herein entitled the “Events,” the Principal understands that the virtual events will be recorded in video and audio and/or captured in still and/or digital photographs. Principal agrees and expressly grants to Agent and its agents and assigns the right and permission in perpetuity to use such recordings and photographs regardless of whether they include Principal’s name, likeness, voice, biographical details, testimonials, or otherwise for marketing, advertising, or any other purpose in any media or format, online or offline, now or hereafter without further compensation, permission, or notification to the Principal. The Principal understands and agrees that all recordings from the Events are the exclusive rights of Communication Queens, LLC.
19. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, judgments, damages, liabilities, penalties, punitive damages, expenses (including, but not limited to legal fees) and costs of any kind or amount whatsoever, which result from the negligence of or breach or injury (including death) to any person or damage to property arising in any way out of any act, error, omission, or negligence from the other Party, by the indemnifying party and/or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement by its natural termination or the early termination by either party. Principal recognizes and agrees that all of the Agent’s shareholders, trustees, affiliates, employees, subcontractors, and successors shall not be held personally, individually or collectively, responsible or liable for any actions or representations of the Agent.
20. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH. Principal agrees that Agent will not be held liable for any damages of any kind resulting or arising from the provision of the Services including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Agent’s services or enrollment in the Program or Services. The Principal agrees that he/she uses Agent’s services at the Principal’s own risk.
21. Severability. If for any reason, any provision of this Agreement is held by a court of competent jurisdiction to be unlawful, invalid, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. The remainder of this Agreement shall nonetheless remain binding and in full force and effect.
22. Waiver. The failure by either Party to exercise any right, power, provision, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
23. Dispute Resolution. In the event that a dispute arises between the Parties to this Agreement, then the Parties agree and accept that they will negotiate in good faith to settle such dispute, and Parties agree that they neither will engage in any conduct or communication, public or private, designed to disparage the other. If, after a reasonable period of negotiation, the dispute is not settled that either party may commence further action with the help of a neutral, mutually-agreed upon mediator in the following location: Austin, TX. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the Parties. If mediation cannot resolve the Dispute, either Party may elect to finally and exclusively resolve the dispute by binding arbitration before a single arbitrator with JAMS, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH A CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. ALL DECISIONS OF THE ARBITRATOR SHALL BE FINAL, BINDING, AND CONCLUSIVE ON ALL PARTIES. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party.
24. Binding Agreement. This Agreement is legal and binding between the Parties as stated above and shall inure to the benefit of the Agent hereto and the Agent’s respective assignees, successors, heirs, employees, partners, predecessors, members, officers, associates, affiliates, subsidiaries, shareholders, trusts, trustees, executors, transferees, directors, agents, and legal representatives. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
25. Governing Law. The Parties agree that this Agreement shall be governed by the laws of the State of Texas without regard to its conflict of law provisions.
26. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties. Each of the Parties represents and warrants that his or her execution of this Agreement is free and voluntary.
27. Miscellaneous. Upon execution by purchasing, clicking, "Submit" and/or "I agree" or emailing a statement of agreement, or signing below, or on the reverse of this document, the Parties agree that any individual, associate, and/or assign shall be bound by the terms of this agreement.

A facsimile, electronic, or e-mailed executed copy or acceptance of this Agreement upon purchasing, with a written or electronic signature or statement, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

The descriptive section headings herein are inserted merely for the convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction, or meaning of any provision of, or scope or intent of, and shall not be given any legal import.

This agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.