“Assignments of Copyright Agreement” means the agreement pertaining to the ownership of copyright on the Materials.
“Client Member” or “CM” means users registered on the Site in order to purchase access to the Materials or Services.
“Fee Agreement” means the addendum to this agreement stating the amounts of any fixed payments or commission to be retained by WITHSTO and/or paid to the PM.
“Materials” means all information, data, documents, communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, resources, and products made available or enabled via the Site by us or CMs.
“Practitioner Client Agreement” means the applicable agreement between a Practitioner and his/her Clients entered into on the Site for the delivery of Services.
“Practitioner Member” or “PM” means those practitioner members registered on the Site or those listed as such on the Account Details section of the site.
“Services” means any provision of mentoring, coaching, training and/or related services and the provision of any Materials and any other activity related thereto by a PM and authorised pursuant to the Terms.
“Site” means www.WITHSTO.com and all of its sub-domains.
“Subscriber” means a Client Member that has paid a subscription to WITHSTO to have access to the Materials via the Site.
“Terms” means the terms and conditions governing the Site which can be found in the footer of the Site under ‘Our Terms and Conditions’.
“WITHSTO” or “we” or “us” means WITHSTO Limited, a company registered in England and Wales under company number 13598407) with its registered address at Suite 323 MCH, 119 Newington Causeway, London, SE1 6DB.
“WITHSTO Practitioner Member Agreement” or “PM Agreement” means the agreement between a Practitioner Member and WITHSTO in connection with the services provided by both parties.
The Practitioner Member Agreement:
This WITHSTO Practitioner Member Agreement is made between WITHSTO and you as Practitioner Member. By accepting a booking by the relevant Client(s) for the provision of Services, or by uploading Materials to the site the PM agrees to be bound by this PM Agreement. This PM Agreement shall become effective from the date on which a Practitioner Member has registered on the Site.
This PM Agreement shall, unless expressly agreed by WITHSTO with the relevant party, prevail over any other terms or agreements put forward by the Client or Practitioner.
This WITHSTO PM Agreement incorporates the Terms, mutatis mutandis (meaning with the necessary changes having been made). In the event of any conflict between this WITHSTO Services Agreement and the Terms, the Terms shall prevail.
In consideration of WITHSTO enabling the PM to provide Services on the Site, the good and valuable consideration of which is hereby acknowledged by the PM, the PM agrees to pay WITHSTO a commission of the gross value of each booking to be set out on the Fee Agreement.
In consideration of the PM attending a filming session, WITHSTO agrees to pay the PM a fixed fee, payable once the Materials are approved for publication on the Site by WITHSTO and the related Materials are made available to CM’s. Such fee to be set out in the Fee Agreement.
In the event that the PM books to attend a filming session and then fails to provide suitable Materials for approval for publication on the Site the PM agrees to pay WITHSTO a fee as set out in the Fee Agreement.
In consideration of the PM creating and/or uploading novel Materials forming a course and signing the Assignments of Copyright Agreement, WITHSTO agrees to pay the PM a share of the gross value of the subscription revenue. Such fee to be set out in the Fee Agreement.
As set out in the Terms, WITHSTO shall collect all payments from the Client Members and shall deduct any amounts due to it under this PM Agreement prior to transferring the amounts due to the PM.
It is acknowledged that WITHSTO does not employ or act as agent for the PM. The
provisions of this WITHSTO PM Agreement are not intended to benefit or be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
All trademarks used or referred to in the Site are the property of their respective owners.
“TheResilientMind”, “Withstand The Storm”, “WITHSTO” and other marks, including graphics, are trademarks of WITHSTO and may not be used, publicised or replicated without our express consent. Permission is granted to use the templates given to the PM for the sole purpose of online-course creation.
Each party undertakes that it shall at all times keep confidential the terms of this PM Agreement and confidential information, know how or trade secrets in its knowledge or possession concerning the other party.
This PM Agreement shall commence on date the PM registers on the Site and shall continue until terminated by either party providing 30 days’ notice in writing. Upon termination of this PM Agreement, the parties agree that the payment obligations set out herein shall continue in respect of Courses and Materials already created by the PM and provided to WITHSTO.
Each party’s liability under this PM Agreement shall, except under the indemnity provided by the PM pursuant to the Assignment of Copyright Agreement be limited to the amounts paid to the PM under the Practitioner Fee Agreement during the immediately preceding 12 month period.
Nothing in this PM Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or constitute any party the agent of another party.
The provisions of this PM Agreement are not intended to benefit or be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
This PM Agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, representations and understandings between them relating to its subject matter.
No variation of this PM Agreement shall be effective unless it is in writing and signed by each of the parties for the time being (or their authorised representatives).
Any notice given to a party under or in connection with this PM Agreement shall be in writing (including email) and shall be delivered to the other party’s then,current address or email address.
If any part of this PM Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this PM Agreement
This WITHSTO PM Agreement and all non-contractual obligations arising from or connected with it are governed by English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this WITHSTO PM Agreement (including a dispute relating to the existence, validity or termination of this WITHSTO PM Agreement or any non-contractual obligation arising out of or in connection with this WITHSTO PM Agreement) (a “Dispute”) provided that WITHSTO may seek recourse to the courts of any other jurisdiction in our sole discretion in connection with any Dispute.