This Participant Agreement (“Agreement”) is entered into between International Service Learning, LLC (“ISL”) and the Participant signing electronically (“Participant”).
Participant wants to participate in an ISL program and ISL wants to allow Participant to do so. ISL will not allow participation in any of its programs unless Participant agrees to the terms of this Agreement. Therefore, in consideration of participation in an ISL program and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Participant agrees as follows:
- Code of Conduct. Participant understands that this is a supervised program and agrees to uphold individual and group standards set forth by ISL including, but not limited to, the following:
- Each participant shall conduct themselves appropriately towards others at ISL and anyone who is in contact with ISL.
- Each participant shall refrain from acting in any way that harms ISL or its ability to serve the public.
- Each participant shall abide by any curfews in effect.
- On-site visits by friends or family are not allowed unless previously authorized by ISL.
- Illegal and/or non-prescription drugs are absolutely prohibited.
- Consumption of alcoholic beverages in service areas, housing, and while transporting to and from service areas is prohibited.
- Overconsumption of alcohol that in any way impacts or impairs the participant, the quality of services, or the program is prohibited.
- Each participant shall report any and all logistical contacts acquired and/or used in the course of ISL programs to ISL management at the conclusion of the program.
- Those with special dietary needs must notify ISL of those needs in advance.
- Each participant shall abide by all ISL program policies stated in this Agreement or separately, whether those policies are written or oral.
If ISL, in its sole discretion, determines that Participant’s behavior falls below its individual or group standards, corrective action may be taken in the form of a warning or discipline, which may include dismissal from the program. No refunds will be provided and travel back home upon dismissal or quitting any ISL program will be at Participant’s expense.
- Release. In consideration of being permitted to participate in a travel program of ISL, Participant (for him/herself; his/her spouse, legal representatives, heirs, and assignees) releases ISL, its holding company, sister companies, subsidiaries, and officers, directors, employees, and agents of the same and each of them (hereinafter collectively referred to as “ISL”), from all liability to Participant (his/her spouse, legal representative, heirs, and assignees) for any and all loss or damage, and any claim for damages resulting from the same, on account of injury to Participant’s person or property, even injury resulting in death of the Participant, whether caused by the negligence of ISL or otherwise while the Participant is participating in any travel program of ISL.Participant agrees to indemnify and hold harmless ISL from any loss, liability, damage or cost Participant incurs that is related to the presence of Participant in or upon any location(s) of any travel program of ISL whether caused by the negligence of ISL or otherwise.Participant agrees to indemnify and hold harmless ISL from any loss, liability, damage or cost Participant incurs that is related to Participant’s transportation to and from any location(s) of any travel program of ISL whether caused by the negligence of ISL or otherwise.
Participant is cognizant of all of the inherent risks or dangers associated with the travel program in which Participant participates through ISL.
Participant understands that it is not the purpose of this activity to teach safety rules, nor is it the function of ISL to serve as the guardians of Participant’s safety. Participant has been advised to consult a physician prior to enrolling and participating in any ISL travel program to ensure that Participant is physically able to engage in this type of program.
Participant assumes full responsibility for the risk of bodily injury, death or property damage due to the negligence of ISL, the acts or omissions of any third party including those related to any intentional acts, the use of vehicle or service, strike, war, act of terrorism, weather, sickness, quarantine, government, steamship, airline, railroad, bus, transportation company, firm, individual, agency, or otherwise while in or upon, or travelling to or from, any location(s) of any ISL travel program or for any purpose participating in any ISL travel program.
>Participant also agrees to self-indemnify by securing any and all appropriate insurance coverage relating to all aspects of Participant’s chosen ISL travel program, including but not limited to medical and travel insurance coverage.
- Media Release. Participant consents to being the subject of photographs, transparencies, audio-visual recording, audio recording, motion pictures, documentation, records and/or other similar media by ISL or its designees together with any subject owned by Participant. Participant irrevocably gives ISL or its designees the right and permission to copyright, publish, reproduce, or otherwise use, distribute, or exhibit, with or without advertising sponsorship, either in whole or in parts, either alone or with other products, Participant’s name, voice, likeness, written material, photographs, transparencies, audio-visual recordings, audio recordings, motion pictures, documentation, records and/or other similar media about or by Participant for instruction, art, advertising, trade or any other purpose that ISL or its designees in their sole discretion may determine. This grant includes without limitation the right to edit, mix or duplicate and to use or re-use the above-described materials in whole or part as ISL or its designees in their sole discretion may determine. This grant further includes direction to remove unauthorized sponsored clothing or commercial logos from parties outside ISL.Participant agrees to relinquish all rights, title, and interest Participant may have in the above-described materials or any product or creation that may be used in connection therewith, and waive all rights to payment or compensation therefore. As such, ISL or its designees shall have complete ownership of the above-described materials, including copyright interests, and Participant has no interest or ownership in the above-described materials or their copyright. Participant hereby releases ISL or its designees from any and all claims for damages for libel, slander, invasion of privacy or any other claim based on use of the above-described materials.
- Medical Treatment. Participant grants ISL full authority to take whatever action it feels is warranted regarding Participant’s health and safety, that they may arrange medical treatment for participant at Participant’s expense, and that if deemed necessary by ISL personnel and/or local medical authorities, Participant will be sent back to the United States at Participant’s own expense for further medical treatment. Participant also understands that all fees paid to ISL are non-refundable under any circumstance, and Participant will secure the proper travel cancellation insurance if refundability is desired.
- Confidential Information.
- Knowledge of Confidential Information. Participant acknowledges that while participating in the ISL travel program, Participant may be placed in a position of trust and confidence, or may learn, develop, create, and have access to Confidential Information belonging to ISL and other companies and individuals with which ISL associates in conjunction with its programs.
- Definition of Confidential Information. “Confidential Information” consists of any and all information disclosed, acquired or known to Participant as a result of participation in an ISL program, including any other information gathered or developed and relating to the programs of ISL. “Confidential Information” includes, without limitation, all documents pertaining to ISL’s programs including trade secrets, financial information, proposals, methods, processes, formulas, computer or other programs, graphic designs or videos, data, policies, procedures, manuals, participant lists, customer or client lists, participant or customer or client identities, as all other information, written, oral, graphic or computerized about ISL’s programs, its participants, its customers, its clients, its suppliers, and/or other companies and individuals with which ISL associates in conjunction with its programs.
- Non-Disclosure of Confidential Information. Participant agrees to hold all Confidential Information in trust and confidence for ISL both during and following the term of the program. Participant shall not publish or disclose to any person or entity, or use in any manner, such Confidential Information, except as Participant may be authorized by ISL in writing.
If Participant, or anyone to whom Participant disclosed Confidential Information in accordance with the terms hereof, becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar process) to disclose any of the Confidential Information, Participant shall provide ISL with prompt written notice so that ISL may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or ISL waives compliance with the provisions of this Agreement, Participant will furnish only that portion of the Confidential Information which Participant is legally required to disclose and will exercise Participant’s best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.
- Intellectual Property. Participant also agrees that all words and ideas Participant shares at or for ISL become the sole property of ISL. This includes inventions, improvements, original works of authorship, formulas, processes, computer programs, techniques, know-how and data, whether or not it could be patented, copyrighted or protected as trade secrets, made or conceived or first reduced to practice, learned or created by Participant, either alone or in conjunction with others, while participating in any ISL program and which result from work performed by Participant for ISL (hereinafter collectively referred to as “Inventions”). All Inventions will be the sole and exclusive property of ISL and its assignees. ISL and its assignees will have the right to use or apply for patents, copyrights, or other statutory or common law protections for such inventions in any and all countries. To that end, if it is part of Participant’s responsibilities at ISL, Participant will execute all documents necessary to apply for and obtain such patents, copyrights, and other statutory or common law protections and enforce the same, as ISL may desire, together with any assignments thereof to ISL or to persons designated by ISL. Participant’s obligations under this Paragraph will continue beyond the termination of the volunteering relationship with ISL. Once it has been published and is no longer confidential, Participant can show copies of what Participant worked on in a personal portfolio without specific permission from ISL.Participant agrees that these intellectual property considerations will always apply unless another specific arrangement is made in writing by an authorized representative of ISL.Participant does not need specific, written authorization to retain the copyright on artworks independently created outside of ISL such as creative writing, paintings and photography. These may remain Participant’s intellectual property. If Participant allows ISL to use these, Participant agrees that ISL can forever continue to use them in any media in any way that helps the organization or its public service mission. Participant remains the owner of the work and can continue to sell and publish original works elsewhere.
- Covenant To Not Compete. Participant agrees not to do the following for a period of twenty-four (24) months immediately following the termination of Participant’s volunteering with ISL for any reason, either directly or indirectly:
- induce or attempt to induce or hire or otherwise counsel, advise, encourage or solicit any person to leave the employment of ISL (or any affiliate or successor thereof),
- hire or in any manner employ or retain the services of any individual employed by ISL (or any affiliate or successor thereof) as of the date of such termination, or employed by ISL subsequent to such termination,
- solicit business from any client of ISL (or any affiliate or successor thereof) as of the date of termination,
- induce or attempt to induce or otherwise counsel, advise, encourage or solicit, any client of ISL (or any affiliate or successor thereof), as of the date of termination, to terminate or in any way diminish its relationship with ISL (or any affiliate or successor thereof), or
- divert such relationship for your personal benefit or to such organization or other person or entity with whom you may then be employed or otherwise associated.
- Reasonable Protection of ISL’s reputation. At all times, both during and after participation in any ISL program, Participant will refrain from making any remarks disparaging the conduct or character of ISL or any of its parents, subsidiaries, directors, managers, officers, executives, employees, members, stakeholders, affiliates, and their successors or assignees. This paragraph applies only to paid employees of ISL.
- Breach or Threatened Breach of Agreement. Participant understands that breach of this Agreement will cause ISL irreparable harm that will not adequately be compensated by money damages. Accordingly, in the event of a breach or threatened breach of this Agreement by Participant, Participant agrees that ISL will be entitled to immediately seek and obtain a temporary restraining order and preliminary and permanent injunction against such acts of breach (in each case without posting any bond) in addition to all other remedies available to ISL. Participant also agrees to:
- fully indemnify ISL from any claims or damages resulting from Participant’s breach of this Agreement, and
- reimburse ISL for all reasonable attorneys’ fees and costs arising from the administration of this Agreement and/or enforcement by ISL of its rights under this entire Agreement or any part thereof.
Participant acknowledges and agrees further that no actual or alleged breach by ISL of any sort shall excuse compliance by Participant in full with the provisions of this Agreement.
- Survival. Participant understands that this Agreement shall be effective when signed and that the terms of this Agreement shall remain in full force and effect not only during Participant’s participation in an ISL program, but also after the termination of participation in an ISL program for any reason.
- Waiver. Failure of ISL to exercise or otherwise act with respect to any of its rights under this Agreement shall not be construed as a waiver of such breach, nor prevent ISL from thereafter enforcing strict compliance with any and all terms of this Agreement.
- Severability. If any part of this Agreement shall be adjudicated to be invalid or unenforceable, as to duration, territory or otherwise, then such part shall be deemed deleted from the Agreement or amended, as the case may be, in order to render the remainder of the Agreement valid and enforceable.
- Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Washington without giving effect to principles of conflict of law. Any action arising in connection with this Agreement must be brought in Spokane County Superior Court, Spokane, Washington. By this Agreement, the parties confer jurisdiction over the subject matter of and parties to this Agreement. The party who prevails in any such action will be entitled to an award of the reasonable costs and attorneys’ fees incurred in the action.
- Waiver of Jury Trial. To the fullest extent permitted by law, Participant and ISL hereby irrevocably and expressly waive all right to a trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) arising out of or relating to this agreement, or enforcement thereof.
- Titles and Captions. All section and paragraph titles and captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the construction or interpretation of this Agreement.
- Entire Agreement. This Agreement contains all the understandings and agreements between the parties concerning matters set forth in this Agreement. The terms of this Agreement supersede any and all prior statements, representations and agreements by or between ISL and Participant, or either of them, concerning the matters set forth in this Agreement. Participant acknowledges that no person who is an agent or employee of ISL may orally or by conduct modify, delete, vary, or contradict the terms or conditions of this Agreement or this paragraph. This Agreement may be modified only by a written agreement signed by both parties.
- Assignment. Participant consents in advance to ISL’s right to assign this Agreement to any successor in interest that expressly assumes ISL’s obligations hereunder in writing. Participant may not assign his rights and obligations under this Agreement.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Participant affirms that Participant has read this Agreement carefully prior to signing it and agreeing to it electronically. Participant had an opportunity to have all of questions answered completely and to fully consider this Agreement. Participant completely understands and fully agrees to the contents thereof. Participant has the legal right and authority to contract for this Agreement.
By agreeing to and signing this Participant Agreement electronically, the parties acknowledge they have entered into this Agreement. This Participant Agreement will be dated as of the day it is electronically agreed to.