This Participant Agreement (“Agreement”) is entered into between Well Child International (“WCI”) and the Participant signing electronically (“Participant”).
Participant wants to participate in an WCI program and WCI wants to allow Participant to do so. WCI 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 WCI 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 WCI including, but not limited to, the following:
- Each participant shall conduct themselves appropriately towards others at WCI and anyone who is in contact with WCI.
- Each participant shall refrain from acting in any way that harms WCI 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 WCI.
- 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 WCI programs to WCI management at the conclusion of the program.
- Those with special dietary needs must notify WCI of those needs in advance.
- Each participant shall abide by all WCI program policies stated in this Agreement or separately, whether those policies are written or oral.
If WCI, 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 WCI program will be at Participant’s expense.
In consideration of being permitted to participate in a travel program of WCI, Participant (for him/herself; his/her spouse, legal representatives, heirs, and assignees) releases WCI, its holding company, sister companies, subsidiaries, and officers, directors, employees, and agents of the same and each of them (hereinafter collectively referred to as “WCI”), 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 WCI or otherwise while the Participant is participating in any travel program of WCI. Participant agrees to indemnify and hold harmless WCI 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 WCI whether caused by the negligence of WCI or otherwise.
Participant agrees to indemnify and hold harmless WCI 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 WCI whether caused by the negligence of WCI or otherwise.
Participant is cognizant of all of the inherent risks or dangers associated with the travel program in which Participant participates through WCI.
Participant understands that it is not the purpose of this activity to teach safety rules, nor is it the function of WCI to serve as the guardians of Participant’s safety. Participant has been advised to consult a physician prior to enrolling and participating in any WCI 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 WCI, 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 WCI travel program or for any purpose participating in any WCI travel program.
Participant also agrees to self-indemnify by securing any and all appropriate insurance coverage relating to all aspects of Participant’s chosen WCI travel program, including but not limited to medical and travel insurance coverage.
Participant consents to being the subject of photographs, transparencies, audio-visual recording, audio recording, motion pictures, documentation, records and/or other similar media by WCI or its designees together with any subject owned by Participant. Participant irrevocably gives WCI 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 WCI 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 WCI 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 WCI. 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, WCI 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 WCI 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.
Participant grants WCI 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 WCI 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 WCI are non-refundable under any circumstance, and Participant will secure the proper travel cancellation insurance if refundability is desired.
Knowledge of Confidential Information. Participant acknowledges that while participating in the WCI 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 WCI and other companies and individuals with which WCI 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 WCI program, including any other information gathered or developed and relating to the programs of WCI. “Confidential Information” includes, without limitation, all documents pertaining to WCI’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 WCI’s programs, its participants, its customers, its clients, its suppliers, and/or other companies and individuals with which WCI associates in conjunction with its programs.
Non-Disclosure of Confidential Information
Participant agrees to hold all Confidential Information in trust and confidence for WCI 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 WCI 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 WCI with prompt written notice so that WCI 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 WCI 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.
Participant also agrees that all words and ideas Participant shares at or for WCI become the sole property of WCI. 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 WCI program and which result from work performed by Participant for WCI (hereinafter collectively referred to as “Inventions”). All Inventions will be the sole and exclusive property of WCI and its assignees. WCI 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 WCI, 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 WCI may desire, together with any assignments thereof to WCI or to persons designated by WCI. Participant’s obligations under this Paragraph will continue beyond the termination of the volunteering relationship with WCI. 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 WCI. Participant agrees that these intellectual property considerations will always apply unless another specific arrangement is made in writing by an authorized representative of WCI.
Participant does not need specific, written authorization to retain the copyright on artworks independently created outside of WCI such as creative writing, paintings and photography. These may remain Participant’s intellectual property. If Participant allows WCI to use these, Participant agrees that WCI 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 WCI 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 WCI (or any affiliate or successor thereof),
- hire or in any manner employ or retain the services of any individual employed by WCI (or any affiliate or successor thereof) as of the date of such termination, or employed by WCI subsequent to such termination,
- solicit business from any client of WCI (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 WCI (or any affiliate or successor thereof), as of the date of termination, to terminate or in any way diminish its relationship with WCI (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 WCI’s reputation
At all times, both during and after participation in any WCI program, Participant will refrain from making any remarks disparaging the conduct or character of WCI 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 WCI.
Breach or Threatened Breach of Agreement
Participant understands that breach of this Agreement will cause WCI 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 WCI 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 WCI. Participant also agrees to:
indemnify WCI from any claims or damages resulting from
Participant’s breach of this Agreement, and
reimburse WCI for all reasonable attorneys’ fees and costs arising from the administration of this Agreement and/or enforcement by WCI of its rights under this entire Agreement or any part thereof.
- Participant acknowledges and agrees further that no actual or alleged breach by WCI of any sort shall excuse compliance by Participant in full with the provisions of this Agreement.
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 WCI program, but also after the termination of participation in an WCI program for any reason.
of WCI 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 WCI 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.
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 WCI 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.
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 WCI 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 WCI 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.
consents in advance to WCI’s right to assign this Agreement to any
successor in interest that expressly assumes WCI’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.