REVAMP, RECRUIT, RETAIN: BUILD A BETTER BOARD
FALL 2022
COURSE AGREEMENT
THIS AGREEMENT by and between HEDGEHOG + FOX COLLABORATIVE, LLC with a principal place of business located in Bridport, Vermont (“Hedgehog”) and any person who completes the registration process to enroll in the Course, as defined below (the “Student”), hereinafter collectively referred to as “the Parties”:
WITNESSETH:
BY CLICKING THE AGREEMENT CHECKBOX AT THE TIME OF REGISTRATION, STUDENT REPRESENTS THAT THEY HAVE READ THIS COURSE AGREEMENT AND EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL ITS TERMS AND CONDITIONS.
For and in consideration of the mutual promises of the parties, each to the other, and of good and valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed by and among the parties as follows:
The Course. Hedgehog is offering an online-only course for nonprofit leaders to learn about board recruitment and retention (the “Course”). The Course will be taught by Sarah Audet and others whom Hedgehog may designate from time to time (the “Instructor”). It will commence on September 12 and end on December 8 with a break November 19-November 27 . By signing up for the Course, Hedgehog will provide the Student with the following:
Pre-recorded Instructional Videos posted on Google Drive.
Worksheets, Processes, and Templates posted on Google Drive.
Private Facebook Group for the Student to engage in discussion with the Instructor and other students.
Six (6) Live Virtual Group Coaching Calls with the Instructor During 12-week Course on September 23, October 6, October 20, November 3, November 17, and December 8, scheduled from 12:00-1:30 p.m. Eastern time.
One (1) 1:1 Coaching Session with the Instructor during the Course, to be scheduled at a time that is mutually convenient for Student and Instructor to occur before the end of the Course.
Access to Pre-Recorded Instructional Videos and Worksheets, Processes, and Templates until December 31, 2023 on Google Drive.
If the Student selects to pay the Course Fee, as defined below, in one lump sum, the Student will receive one (1) 1:1 Coaching Session with the Instructor to be scheduled before June 8, 2023, at a time that is mutually convenient for Student and Instructor.
Fees. The Course is offered on a sliding scale from $999.00 to $1299.00 (the “Course Fee”). It is up to the Student what they choose to pay on this sliding scale, and Hedgehog does not require any documentation in support of the amount Student chooses. Student may choose to pay the Course Fee in one lump sum or in four monthly installments. Student will select the Course Fee amount and whether they are paying in one lump sum or four monthly installments, which will be charged automatically to Student’s credit card on the day of initial enrollment and, if the student chooses to pay in installments, on the same date as initial enrollment each month thereafter for four total months (the “Payment Plan”). Student hereby agrees to be bound by the Course Fee and Payment Plan that Student chooses at the time of enrollment. Hedgehog is not able to make any changes after Student has made their selection. Student hereby agrees and understands that payment will be processed via the credit card that Student enters on Hedgehog’s website, and that Student authorizes the initial charge and all subsequent installments, if applicable.
Terms of Payment. Student understands and agrees to the following payment terms, in addition to those above:
Student may cancel any time and receive a full refund until September 11, 2022 by notifying Hedgehog via email at sarah@hedgehogfox.co . After September 11, 2022, NO REFUNDS WILL BE GIVEN FOR ANY REASON.
Hedgehog may cancel the Course at any time. If Hedgehog cancels, Student will be notified via email to the email address Student provided when enrolling in the Course. If Hedgehog cancels before September 12, 2022 , the Student will receive a full refund of the full amount they have paid to Hedgehog. If Hedgehog cancels after September 12, 2022, the Student will receive a prorated refund. The prorated refund will be calculated based on the number of days between the date Hedgehog notifies Student of the cancellation and December 8, 2022. If, at that time, Student has paid less than the prorated refund amount, Student will only be entitled to a refund of the amount they have paid to Hedgehog.
If at any point Student’s credit card declines, Student will have 7 days to update the card so that monthly payments can resume with no disruption to their participation in the class. If, after 7 days, Student has not updated the card or the updated card declines, Student will be removed from the class and will have an additional 7 days to provide payment in full of the remaining balance. If that has not occurred by the end of this second 7-day period, Student will be removed from the class permanently and Student will not be entitled to a refund or reinstatement.
Responsibilities of the Parties. Hedgehog agrees to provide the Course, as outlined above, taught by the Instructor. As a participant in the Course, Student agrees as follows. Failure to meet these requirements may result in expulsion from the Course with no refund, at Hedgehog’s sole discretion:
Student will commit the time, cooperation, and participation necessary to complete the coursework as outlined at the beginning of class and from time to time thereafter.
Student will complete all tasks as assigned within the timeframes outlined at the beginning of class and from time to time thereafter.
Student will not upload or otherwise share with the other members of the Course, the Instructor, or Hedgehog, any content that is, in Hedgehog’s sole discretion, defamatory, fraudulent, unlawful, threatening, intimidating, harassing, disrespectful, inappropriate, harmful, hateful, abusive, tortious, obscene, invasive of another’s privacy, sexist, racist, homophobic, transphobic, violent or degrading, infringes the intellectual or other proprietary interests of third parties; contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or Courses or other harmful components that are designed to interrupt, destroy, change or limit the functionality of the Course or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user’s use or enjoyment of the Course or otherwise breaches or encourages other users to breach this Agreement.
The only Course materials Student may distribute to third parties are worksheets, handouts, and any other materials specifically designated by Hedgehog and/or the Instructor as permissible for distribution. Student agrees that any and all other materials, including but not limited to videos, the content of discussion board posts, and the contributions of other students, are the sole intellectual property of Hedgehog, the Instructor, or the applicable copyright holders, and distribution to any third parties is expressly forbidden.
Student will not permit any third party to use or access the account that Student uses to access the Course.
Student will be the only person physically present and viewing or listening to any videos, Coaching Calls, or Coaching Sessions, and Student will not allow any other person to access these videos, Coaching Calls, or Coaching Sessions.
Student will not record, or permit any other person to access recordings of, any videos, Coaching Calls, or Coaching Sessions.
If Student needs to reschedule any 1:1 session with the Instructor, Student will provide at least 48 hours’ notice of the need to reschedule. If Student does not, Student will forfeit that appointment and Student will not have an opportunity to reschedule. Student agrees that Student will be on time to all Coaching Calls and Coaching Sessions. If Student is not on time, Student agrees that the Call or Session may commence without Student and will still end at the time indicated when the Call or Session was scheduled.
Student understands and agrees that Student is solely responsible for Student’s participation in the Course and for implementing any concepts taught in the Course.
Student understands and agrees that if Hedgehog or the Instructor cannot perform its obligations under this Agreement because of a delay by any act or omission by Student, Hedgehog will not be deemed to be in breach of our obligation under this Agreement or responsible for any losses incurred by Student as a result of such delay.
Student is solely responsible for Student’s own technical support and access to the Course. By enrolling in the Course, Student represents that Student has the ability to access the Course and all materials of the Course. Hedgehog and the Instructor cannot help Student or be responsible for any technical problems that do not specifically result from Hedgehog or the Instructor uploading content or Hedgehog or the Instructor joining live sessions. All technical problems, whether they be from third party providers (e.g., Facebook), Student’s equipment, or Student’s own personal ability level with computers, are entirely Student’s responsibility, and Student agrees that Student is solely responsible for any missed content, Coaching Calls, or Coaching Sessions as a result of technical problems. Student also agrees that the use of technology to access the Course is entirely at Student’s own risk, and Hedgehog and the Instructor are not responsible for any viruses, malware, or any other losses which may result from Student’s use of technology to access the Course or its materials.
Student will not use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," to access the Course; attempt to, or introduce viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of the Course or our private Facebook group; gain or attempt to gain unauthorized access to the Course or the private Facebook group including the networks or user accounts; or attempt to or engage in conduct that damages, disables, overburdens, or impairs Hedgehog’s website, Google Drive, the Course private Facebook group, servers, or networks.
Student understands and agrees that Student is 100% responsible for Student’s own progress and results.
Hedgehog does not make any guarantees as to the results, including financial or other gains, of the Course. Student agrees to take responsibility for Student’s own results, and Student understands that dissatisfaction with Hedgehog’s independent judgment, individual management style, the Instructor’s teaching style, the methodology, or the content of the Course, are not valid reasons for termination of this Agreement or request of any funds returned.
If we recommend or refer Student to any third-party service provider, Hedgehog is not responsible for that third party’s work and Student will not hold Hedgehog responsible for any act or omission by that third party.
Student understands that the Course does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that the Course is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment or other professional advice, and it is Student’s exclusive responsibility to seek such independent professional guidance as needed. Student understands that Hedgehog or the Instructor will not be acting as a psychiatrist, psychologist, therapist, counselor, or social worker (“Mental Health Provider''), or a physician, physician’s assistant, advanced practice nurse, or a registered dietician or licensed nutritionist, or member of the clergy. Hedgehog and the Instructor will not be attempting to diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body. Any advice we give is not meant to take the place of advice by a licensed healthcare professional. If Student feels unwell, or otherwise in need of professional counseling or therapy, it is Student’s responsibility to seek licensed professional help
Student agrees that Student will not hold Hedgehog liable for any default due to acts out of our control, including but not limited to an act of God, pandemic, epidemic, civil unrest, terrorism, war, strike, fire, flood, hurricane, or industrial action.
Intellectual Property. All material provided to Student during the Course is the sole intellectual property of Hedgehog, the Instructor, or those so designated on the material provided. This includes, but is not limited to trade secrets, copyrights, trademarks, and all Course materials including derivative works arising from or used in conjunction with the Course. Student may not copy, use, modify or distribute this intellectual property for any purpose unless permission is expressly granted. There is no granted or implied license to sell or distribute this intellectual property. Student understands and agrees that the Course and its materials are for Student’s own personal use. Any disclosure of the Course or its materials, except as otherwise specifically designated by Hedgehog, to any third party by Student is strictly prohibited.
Non-Disparagement. Each party will not make any false, disparaging, or derogatory statement in public or private regarding the other party, its employees, contractors or agents.
LIMITATION OF LIABILITY. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE COURSE TO BOTH HEDGEHOG AND STUDENT, THE RISKS HAVE BEEN ALLOCATED SUCH THAT STUDENT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO LIMIT THE LIABILITY OF HEDGEHOG AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OWNERS, SUBCONSULTANTS, AND THE INSTRUCTOR, FOR ANY AND ALL CLAIMS, LOSSES, COSTS, DAMAGES OF ANY NATURE WHATSOEVER WHETHER ARISING FROM BREACH OF CONTRACT, NEGLIGENCE, OR OTHER COMMON LAW OR STATUTORY THEORY OF RECOVERY, OR CLAIMS EXPENSES FROM ANY CAUSE OR CAUSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS, SO THAT THE TOTAL AGGREGATE LIABILITY OF HEDGEHOG AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OWNERS, SUBCONSULTANTS, AND THE INSTRUCTOR SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY STUDENT TO HEDGEHOG. IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING, UNLESS OTHERWISE PROHIBITED BY LAW, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, BREACH OF CONTRACT, OR ANY OTHER CLAIM WHETHER IN TORT, CONTRACT OR EQUITY. LIMITATIONS ON LIABILITY, WAIVERS AND INDEMNITIES IN THIS AGREEMENT ARE BUSINESS UNDERSTANDINGS BETWEEN THE PARTIES AND SHALL APPLY TO ALL LEGAL THEORIES OF RECOVERY, INCLUDING BREACH OF CONTRACT OR WARRANTY, BREACH OF FIDUCIARY DUTY, TORT (INCLUDING NEGLIGENCE), STRICT OR STATUTORY LIABILITY, OR ANY OTHER CAUSE OF ACTION, PROVIDED THAT THESE LIMITATIONS ON LIABILITY, WAIVERS AND INDEMNITIES WILL NOT APPLY TO ANY LOSSES OR DAMAGES THAT MAY BE FOUND BY A TRIER OF FACT TO HAVE BEEN CAUSED BY HEDGEHOG’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PARTIES ALSO AGREE THAT STUDENT WILL NOT SEEK DAMAGES IN EXCESS OF THE CONTRACTUALLY AGREED-UPON LIMITATIONS DIRECTLY OR INDIRECTLY THROUGH SUITS AGAINST OTHER PARTIES WHO MAY JOIN HEDGEHOG AS A THIRD-PARTY DEFENDANT.
Amendment. This Agreement may not be modified or amended unless in writing and signed by the Parties.
INDEMNIFICATION. STUDENT AGREES TO INDEMNIFY HEDGEHOG, THE INSTRUCTOR, ITS EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, ASSIGNS, AND OTHER DESIGNEES, FROM AND FOR ANY CLAIM ARISING DIRECTLY OR INDIRECTLY FROM STUDENT’S INVOLVEMENT WITH THE COURSE AND USE OF OUR WEBSITE AND THE PRIVATE FACEBOOK GROUP.
Waivers. No waiver of any breach of condition of this Agreement shall be deemed to be a waiver of any subsequent breach or condition.
DISCLAIMER OF WARRANTIES. THIS SERVICE AND/OR THE COURSE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE AND/OR THE COURSE IS AT STUDENT’S SOLE RISK. HEDGEHOG DOES NOT WARRANT THAT THE SERVICE AND/OR THE COURSE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES HEDGEHOG MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE AND/OR THE COURSE. HEDGEHOG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE AND/OR THE COURSE.
Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective personal representatives, heirs, and successors. This Agreement is not assignable by either party.
Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Vermont. By entering into this Agreement, Student consents to personal jurisdiction over Student in Vermont State Courts.
Gender; Singular or Plural. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original; but all such counterparts shall constitute one and the same instrument.
Mediation. The Parties agree to engage in mediation before any suit or complaint may be filed as a result of this Agreement.
Severability. Any provision of this Agreement prohibited by the law of any state shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement.
Opportunity for Legal Advice. By signing this Agreement, Student represents that Student has had the opportunity to have it reviewed by an attorney, if Student so chooses.