Contract ~ Flip Your Switch ~ Photo Shoot Only

Flip Your Switch ~ Photo Shoot Only

Program Participation Agreement

Please carefully read this PROGRAM PARTICIPATION AGREEMENT (“Agreement”) before proceeding to register for the Flip Your Switch program offered by Christina Morassi (“Program”). If you do not agree to all of the terms stated in this Agreement, do not register for the Program.

This Agreement is made and entered into by and between you (“YOU”) and Christina Morassi, an individual whose business is located at 4750 Lincoln Blvd Unit 141, Marina Del Rey, CA  90292(“Program Provider”) as of the date of YOUR purchase of the Program (“Program Purchase Date”).

By registering into the Program, you are accepting Program Provider’s offer as stated in this Agreement, and as such, YOU are agreeing to be legally bound by the following terms and conditions:

I.  Program Details

The Program. The Program shall include the following:

30-minute introductory phone consultation with Program Provider (“Introductory Consultation”);

1 hour of Transformation Time.  “Transformation Time” means such Program Provider-directed mental, emotional and physical preparation for the Photo Shoot which includes but is not limited to guided meditations, visualizations and interviews;

4 hours of a professional magazine-quality photo shoot of YOU (“Photo Shoot”) which shall take place at one location as mutually agreed to by Program Provider and YOU and shall incorporate a minimum of three different outfits, supplied by YOU;

Welcome packet provided prior to the Photo Shoot that will include questions to help YOU clarify to us the identity of your brand in preparation for the Photo Shoot (“Welcome Packet”);

Hair and make-up preparation for the Photo Shoot;

Photographs taken of YOU at the Photo Shoot (“Photographs”) compiled into a DVD; and

Light retouching of up to five (5) Photographs (“Retouching”).

Rescheduling.  The following terms apply for any rescheduling:

In order to reschedule a Photo Shoot, YOU must provide Program Provider with at least 72-hours notice prior to the Photo Shoot, and failure to provide proper notice will result in forfeiture of your Photo Shoot and any remaining Program services.  Upon forfeiture of a Photo Shoot, you may schedule a new Photo Shoot for an additional fee of $500;

In order to reschedule an appointment other than for a Photo Shoot, YOU must provide Program Provider with at least 24-hours notice prior to said appointment or YOU forfeit the right to reschedule for the service for which the appointment pertained; and

If it rains on the day of the Photo Shoot, the Photo Shoot will be rescheduled to a later date mutually agreed to by both parties at no additional cost to YOU.

Credit for Photographs.  If YOU, either directly or indirectly, submit, place and/or recommend a Photograph for inclusion in a publication and said Photograph appears in that publication, if such publication would normally under industry standard acknowledge the creator of a photograph featured in its publication, YOU shall ensure that Program Provider’s name is cited in the publication properly identifying Program Provider as the creator of said published Photograph.

Model Release Form.  Prior to or on the day of the Photo Shoot, YOU agree to execute a model release form granting Program Provider the right and permission to copyright and/or use, reuse, edit and/or publish YOUR image as they appear in and/or from the Photographs (“Model Release Form”), such Model Release Form attached as Exhibit A to this Agreement.

II. Payment

Payment to Program Provider.  In exchange for the Program, YOU agree to pay Program Provider $2500 upon registration into the Program (“Program Fee”).

Non-refundable.  UPON PURCHASE OF AND REGISTRATION INTO THE PROGRAM, THE PROGRAM FEE SHALL BE NON-REFUNDABLE.

III. Term/Trmination

Term of the Agreement.  This Agreement is effective as of the Program Purchase Date and shall continue until the completion of any Retouching on the Photographs or one (1) year from the Program Purchase Date, whichever occurs sooner (“Term”).

Effects of Termination.  Upon termination of the Agreement at the end of the Term, any obligations the parties had towards each other shall, except as set forth in Articles IV and V of this Agreement, become null and void and of no further force or effect.

IV. Ownership of the Photographs

Ownership.  YOU acknowledge that YOU and Program Provider jointly own the Photographs, but YOU may have sole ownership of the Photographs for an additional payment to Program Provider in the amount of $1000.

Use.  As co-owners of the Photographs, YOU and Program Provider, individually or jointly, may use the Photographs to promote your respective businesses and/or each other’s businesses, and either party must obtain the prior written consent of the other party before licensing the Photographs to or publishing the Photographs through a third party.

V.  Confidential Information

Proprietary Information.  For use in the Program (the “Purpose”), Program Provider  may disclose to the YOU certain information which Program Provider deems proprietary or confidential, and may include, but is not limited to, various trade secrets and confidential, proprietary information of the Program Provider pertaining to the Program, including information and documentation regarding Program Provider’s processes, data and concepts in any medium including, without limitation, materials and/or techniques developed and/or used by Program Provider during the Transformation Time, information regarding methods, policies, procedures, techniques, templates and forms, business concepts, intellectual property, techniques, designs, specifications, diagrams, flow charts and data (the “Confidential Information”) and such Confidential Information shall NOT include: (i) all information already present in the public domain on the date hereof, (ii) all information known by the YOU prior to disclosure, (iii) all information independently developed by YOU without access to related Confidential Information of the Program Provider, and (iv) all information received by YOU from a third party not under an obligation of confidentiality.

Confidentiality.  YOU understand that during the term of this Agreement, YOU may have access to and become familiar with certain Confidential Information.  YOU agree that YOU shall not disclose any of the Confidential Information directly or indirectly, nor use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of fulfillment of the Purpose under this Agreement and except as expressly permitted in writing by Program Provider.  All Confidential Information shall remain the property of the Program Provider.

VI. Liability

YOU assume any and all risks and liabilities associated with YOUR participation in the Program and YOUR use of the Photographs, and in no event shall either Program Provider nor its respective affiliates, directors, members, officers or employees be liable to YOU for any direct, indirect, incidental, exemplary, special, consequential, or punitive damages, for any matter arising out or relating to this Agreement and/or its subject matter, even if Program Provider has been advised of the possibility of such damages, including without limitation, third party liabilities, personal injury during YOUR participation in Program and/or property damage during YOUR participation in the Program.  This limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.

VII. Indemnification

YOU shall indemnify and hold Program Provider and its directors, officers, employees and agents harmless from any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from YOUR acts or omissions and any misrepresentation, fraud, negligence or other criminal activity with respect to YOUR participation in the Program and/or use of the Photographs.

VIII. Relationship of the Parties

Program Provider’s relationship to YOU is solely that of independent contractor.  Neither Program Provider nor its employees, agents and representatives shall be considered YOUR agents, partners, franchisees, employees, owners, or representatives.  Neither party has the authority, and neither party shall act or represent itself, directly or by implication, as having the authority, to bind or create any obligation or liability on behalf of the other party.

IX. Dispute Resolution

Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be governed by the laws of the State of California without regard or reference to principles of conflicts of laws of the State of California or any other jurisdiction, and shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  If the claim seeks damages of two hundred fifty thousand dollars ($250,000) or less the claim shall be decided by a single independent arbitrator.  If the claim seeks damages in excess of two hundred fifty thousand dollars ($250,000), it shall be decided by three independent arbitrators, one nominated by each party and one nominated by the AAA.  All arbitrators shall have expertise in the subject of the dispute.  The arbitration shall be conducted in Los Angeles, California.  The arbitration process, including selection of the arbitrator or arbitrators, exchanges of requests for information and the arbitration hearing, shall be completed within sixty (60) days following the initiation of the arbitration by either party, and the actual arbitration hearing shall be limited to one (1) day.  The arbitrator(s) shall issue a written judgment within ten (10) days following the arbitration hearing.  This provision is self-executing, and in the event that either party fails to appear at any properly noticed arbitration hearing, an award may be entered against such party notwithstanding said failure to appear.  The prevailing party will be entitled to recover all reasonable attorney’s fees and costs.

X. General Provisions

A. Illegality. If any provision of this Agreement shall be determined by the arbitrators or any Court having jurisdiction, to be invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected thereby, but shall continue in full force and effect as though such invalid, illegal or unenforceable provision or provisions were not originally a part hereof, and to the fullest extent possible, the provisions in this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

B. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.  Neither party may transfer, sublicense or otherwise assign this Agreement or any of its rights or obligations hereunder without the other party’s prior written consent.  .

C. Waiver. Any waiver by either party of any default or breach hereunder shall not be deemed a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

D.  Notices. Any notice required to be given under this Agreement shall be sent by certified mail, return receipt requested to the respective addresses of the parties as contained in this Agreement and in the Program registration form completed by YOU or in any updated addresses provided in writing by a party.

E. Governing Law. The Agreement shall be construed by and enforced in accordance with the laws of California.

F.  Entire Agreement. This Agreement contains the entire understanding and agreement among the parties.  Other than the Model Release Form, attached hereto as Exhibit A, there are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto.  This Agreement may be amended only in writing signed by both parties.