THUYA NYC LLC
WAIVER of Thuya NYC LLC, a New York State limited liability company, having an address at 1880 Hylan Boulevard, Suite 2R-13, Staten Island, New York 10305 ("the Company").
1.1 The Company hereby informs you, and you hereby understand, and agree to comply with, the following terms and conditions as part of your participation in any events or seminars of the Company.
1.2 These terms and conditions are relevant to all events and seminars of the Company, including any recorded training, webinar, workshop, event or seminars ("Seminar" or ("Seminars").
1.3 By registering for the Seminars, you hereby understand, and agree to comply with, the following terms and conditions.
2. PAYMENT AND ELIGIBILITY
2.1 Attendance at a Seminar will require advanced payment in the following manner:
2.2. All attendees must be eighteen (18) years or older to register for a Seminar.
3.TERMINATION AND CANCELLATION
Upon your registration for a Seminar, the Company makes extensive arrangements and investments in anticipation of your attendance. If you cancel your attendance at a Seminar for any reason, you will be charged a cancelation fee of $250.00. In addition, no refunds will be issued for the “The Eyebrow Lift Certification,” Seminar.
4. RELATIONSHIP OF THE PARTIES
4.1 This waiver shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf.
4.2 The Company requires all attendees to be respectful and professional to the Company’s staff, location, hosts, speakers, and other attendees, and their guests and families, throughout the Seminar, even during non-scheduled downtime and breaks.
The Company reserves the right to ask an attendee and/or the attendee’s guests to leave a seminar immediately, should that attendee be deemed rude, uncooperative, unprofessional or intoxicated, in the sole discretion of the Company. In such case, the attendee's payment for the Seminar will not be refunded under any circumstances and the attendee will not be eligible to receive any future products, services or correspondence from the Company.
4.3 Upon completion of certain of the Seminars of the Company, the Company may issue an attendee “The Eyebrow Lift Certification.” This Certification indicates that the attendee has completed the Seminar. Since the Company is not a government agency, regulatory body or state licensing authority, this Certification does not include the issuance of any governmental or regulatory licenses or certifications, and is not a substitute for any such governmental or regulatory licenses or certifications. Prior to registering for a Seminary, it is your responsibility to comply with all governmental, legal and regulatory requirements as it relates to licensing and certification. If a license is required, you must obtain this license through the appropriate legal and regulatory channels and agencies prior to registering for any Seminars.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 The Company is and will be, the sole and exclusive owner of all right, title and interest throughout the world in all writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the Seminars, as well as all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information and other intellectual property rights therein.
5.2 You hereby grant to the Company and its affiliates and assigns the right and permission to use in perpetuity, your name, likeness, image, voice, recorded voice, appearance, biographical information, statements, performance and/or testimonial(s) in any manner and in any media, now known or later developed, throughout the world, at any time, for the purpose of advertising and publicizing the Company’s products and services, without review, permission or compensation of any amount or kind whatsoever. The Company shall have complete ownership of any recording, product, copy, presentation or other material or file containing or featuring your name, likeness, image, voice, recorded voice, appearance, biographical information, statements, performance and/or testimonial(s), including copyright interests, and you acknowledge you have no interest or ownership in the recording, product, copy, presentation or other material or file or its copyright. This grant includes without limitation the right for the Company to edit, abridge, augment, title, or create a compilation from your name, likeness, image, voice, recorded voice, appearance, biographical information, statements, performance and/or testimonial(s) in whole or part as the Company may elect in its sole discretion.
6.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, the existence and terms of this waiver, trade secrets, technology, and information pertaining to business operations and strategies (collectively, the “Confidential Information”). Any Confidential Information shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.
6.2 All Seminars will be monitored for unauthorized recording. By registering for, attending or viewing a Seminar, you agree not to record or digitize any parts of the Seminar. If you attempt to use a recording device, you consent to your immediate removal from the Seminar, with no refund to be issued.
6.3 Confidential Information shall not include information that:
(a) is or becomes generally available to the public other than through your breach of this waiver; or
(b) is communicated to you by a third party that had no confidentiality obligations with respect to such information.
6.4 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized officer of the Company within 24 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.
6.5 Notice of Immunity Under the Defend Trade Secrets Act of 2016 (”DTSA”): Notwithstanding any other provision of this waiver: (a) You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. (b) If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (i) file any document containing the trade secret under seal; and (ii) do not disclose the trade secret, except pursuant to court order.
7.1 You agree that if you register for, attend or otherwise view a Seminar and engage in any activity as a result of that registration, attendance or viewing, you do so at your own risk and assume the risk of any and all injury and/or damage you may suffer, whether while engaging in that activity or not. This includes injury or damage sustained while and/or resulting from engaging in that activity or using any equipment, whether provided to you by the Company or otherwise, including injuries or damages arising out of the negligence of the Company, whether active or passive, or any of the Company’s affiliates, employees, agents, representatives, successors, and assigns. Your assumption of risk includes, but is not limited to, your use of any equipment provided by the Company or obtained in any other way. You assume the risk of your participation in any activity. You agree that you are voluntarily participating in the aforementioned Seminars and activities and assume all risk of injury, illness, damage, or loss to you or your property that might result, including, without limitation, any loss or theft of any personal property, whether arising out of the negligence of the Company or otherwise.
7.2 You agree on behalf of yourself (and all your personal representatives, heirs, executors, administrators, agents, and assigns) to release and discharge the Company (and the Company’s affiliates, related entities, employees, agents, representatives, successors, and assigns) from any and all claims or causes of action (known or unknown) arising out of the negligence of the Company, whether active or passive, or any of the Company’s affiliates, employees, agents, representatives, successors, and assigns. This waiver and release of liability includes, without limitation, injuries which may occur as a result of your registration, attendance or viewing of any Seminars or engaging in any activities as a result of that registration, attendance or viewing.
7.3 By virtue of this waiver, you hereby agree to indemnify and hold harmless the Company from any loss, liability, damage, or cost the Company may incur due to the provision of the Seminar or any activity arising therefrom by the Company to you.
You agree that you shall not make any solicitation to employ the Company’s personnel without written consent of the Company to be given or withheld in the Company’s sole discretion.
9.1 Any dispute, controversy, or claim arising out of or related to this waiver or any breach or termination of this waiver, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by American Arbitration Association and shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the parties.
9.2 Arbitration shall proceed only on an individual basis. The parties waive the right to assert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. Notwithstanding anything to the contrary in the American Arbitration Association rules, no arbitrator shall have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the parties.
10. GOVERNING LAW, JURISDICTION AND VENUE
This waiver, and all matters arising out of or relating to this waiver, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any action or proceeding by either of the parties to enforce this waiver shall be brought only in any state or federal court located in the State of New York. The parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
11.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
11.2 This waiver constitutes the sole and entire waiver with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
11.3 This waiver may only be amended, modified, or supplemented in writing signed by both the Company and the attendee.
11.4 If any term or provision of this waiver is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this waiver or invalidate or render unenforceable such term or provision in any other jurisdiction.