Terms & Services Agreement for The Next Act™ Project
CONGRATULATIONS! You have just made the decision to participate in The Next Act™ Project TV Show and book anthology, gain media attention and become an Amazon Best Selling Author with Iconic Living, LLC (dba E.L.I. Productions)!
This agreement (“Agreement”) is made and entered into this day of purchase (“Effective Date”) between and among Elizabeth de Moraes/Iconic Living LLC (DBA E.L.I. Productions), hereafter referred to as “Company”, a company of the State of Texas, and you, the purchaser, hereafter referred to as the “Client, or Participant.”
The purpose of this agreement is to formalize the terms of the agreement between you and Iconic Living, LLC (dba E.L.I. Productions) in reference to us working together to produce your story, to be shown on Apple TV, Roku, Amazon Fire, Spotify, and an anthology book to Amazon.com best-seller status. Official participation in The Next Act™ Project includes the features and elements outlined in Attachment A.
If you have not already, register for the program here: https://www.eliproductions.tv/challenge-page/thenextactprojectcourse.
Your participation fee will be waived (or refunded) $1500 for each paying participant you refer to participate in the program.
This agreement shall be governed by the laws of the State of Texas, USA. All monetary transactions will be in US dollars only. This written agreement contains all and is the only agreement, and supersedes any other agreement, oral, written, or otherwise construed as a prior agreement between the Participant and the Company.
This agreement cannot be amended, changed, modified, word or words added or deleted except by the mutual written agreement of the Participant and the Company.
DISCLAIMER OF WARRANTIES. The Services provided to the Client by the Company under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.
While we are confident that you will have great benefits from the program and that you should become as successful as you envision, we do not represent or guarantee that you will attain a certain level of sales, profits, or earnings.
As part of my participation in the Program, the Participant agrees that Iconic Living, LLC (dba E.L.I. Productions) may, with Participant’s permission, record, photograph or otherwise capture Participant’s likeness, voice, images, interviews, and statements made, and hereby assign to Iconic Living, LLC (dba E.L.I. Productions) all rights and title to have and to use, royalty free, any portion of Participation participation, for any lawful reason including advertising and marketing purposes, documentary purposes, informational purposes, and training purposes.
CONFIDENTIALITY. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, coaching sessions, or otherwise.
The Participant and the Company agree this signed agreement constitutes a binding Non-disclosure Agreement. Details of the agreement, the show, the book, manuscript, prices and all of the company’s methods, systems, marketing, prices and proprietary processes are strictly confidential, and will not be shared outside of this agreement.
Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.
By accepting (through purchase), Participant agrees (1) not to infringe upon any Program participant’s or the Company’s copyright, patent, trademark, trade secret or other intellectual property rights, (2) that any confidential information shared by Program participants or any representative of the Company is confidential and proprietary, and belongs solely and exclusively to the participant who discloses it or the Company, and (3) Participant agrees not to disclose such information to any other person or use it in any manner other than in discussion with other Program participants during group Program sessions (should the Company offer them).
By accepting (through purchase), Participant further agrees that (4) all materials and information provided to you by the Company are its confidential and proprietary intellectual property, belong solely and exclusively to the Company, and may only be used by you as authorized by the Company, and (5) the reproduction, distribution and sale of these materials by anyone but the Company is strictly prohibited.
The Company sometimes shares certain content with the public, especially during the launch, including working with Participant, Participant’s bio, book cover and title, and headshot to expand both the Participant’s reach and the company’s visibility. This information is shared on social media as part of our promoting the Participant and Participant’s book. Participant agrees by the purchase and signature herein to these promotional activities.
Just as confidentiality is important to us, so is the Participant’s privacy. We will not share, give away or show excerpts of any part of the Participant’s work without prior written consent.
AUTHORIZATION OF PAYMENT. As the Participant, you authorize the Company to charge your credit or debit card, or cash your check, as payment for your membership in the Program. You agree to payment terms for your access to, and opportunity to participate in the Program. The entire amount is due and payable immediately, unless a payment plan has been created (and completed by the shoot date). You are responsible for payment of the entire amount agreed upon.
REFUND POLICY. Due to the nature of production, coaching, hard costs and team members involved in our services, and because of our commitment of time, resources, calendar space and effort, our fees are respectfully non-refundable. If you are on the payment plan, your deposit is non-refundable and payments are still required. Upon execution of this Agreement, you are responsible for the full extent of the Fee. If you cancel attendance at the Program for any reason whatsoever, you will receive no refund.
To be considered a member in good standing, your payment plan must be current. Only members of the Program in good standing may attend events, participate in any components of the Program (including the bonuses offered) or participate in any other program offered by Iconic Living, LLC (dba E.L.I. Productions). Should any payment issues arise, Participant will be proactive in reaching out to Elizabeth de Moraes and her staff directly. Whether you choose to actively participate in the Program or not, you are responsible for the full Program investment outlined. Again, no refunds are issued for the Program, for any reason.
In case of emergency and you are unable to attend the main planned filming date for this specific edition of the Program, you must inform the Company in writing, with confirmation the Company received such, no later than 48 hours prior to the main shoot date. The Participant must make all attempts to make the first date, but we understand emergencies occur. There will be ONE back up shoot date planned within a few days of the original shoot day, determined closer to the main date. This date is to be used ONLY as a back up, not as a planned alternative date. Timing of this second shoot date will be scheduled so that it does not jeopardize the launch roll out of the entire Program. Due to the added expense of reserving the studio space and bringing in the crew and support staff, there will be an additional $1500 fee to be a part of the second planned shoot, due 48 hours before the back up date. You may instead opt to transfer your participation ONE TIME within a year of the original planned shoot date, to a future edition of the Program. After that, there is no nother transferring. If you are unable to attend the back up date, your only other option is to transfer to another edition as there will not be any other back up dates planned.
If a family emergency arises, or travel plans get cancelled/delayed within that 48 hours before the main shoot date, we will address each on a case by case basis. But you must inform the Company as soon as possible. If we do not hear anything from you until after the main shoot date, you will forfeit the ability to shoot on the back up date, or to a future edition of the Program (unless under severe circumstances like a death in the family, etc.).
Please make travel arrangements that give you enough cushion to address any eventuality and have the ability to fully enjoy your experience with ease.
If you end up unable to attend the main shoot date and instead are a part of the back up shoot date, the large group dinner and red carpet interview filming bonus (as outlined as a bonus in Attachment A below) will be forfeited.
By accepting (through purchase), you also acknowledge that you have represented to the Company that payment of your Program fees will not place a significant financial burden on you or your family.
By accepting (through purchase), Participant acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that you will earn any money, as a result of your participation in the Program.
FINANCIAL RESPONSIBILTY. We have made every effort to accurately represent the Program and its potential. The testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors, including his or her background, follow through, action, dedication, desire and motivation.
DISCLAIMER. Iconic Living, LLC (dba E.L.I. Productions) and/or the Program is not qualified to provide legal, tax, accounting or financial advice, and the information provided to you by the Company and/or Program is not intended as such. You should refer all legal, tax, accounting, and financially related inquiries to appropriately qualified professionals.
DISCLAIMER OF GUARANTEE - Participant accepts and agrees that you are 100% responsible for your progress and results from being in the Program.
Participant accepts and agrees that you are the one vital element to the Program’s success and that the Company cannot control your completion of any part of the program. The company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Company and its affiliates disclaim the implied warranties of titles and merchant ability for a particular purpose. The Company makes no guarantee or warranty that the Program will meet Participant’s requirements or that all Participants will achieve the same results.
LIMITS OF LIABILITY – By using The Company’s services and enrolling in the Program, you release the Company, its officers, employers, directors, and related entities from any and all damages that may result from anything and everything. The Program is only an educational/production/coaching service being provided. You accept any and all risks, foreseeable or non-foreseeable, arising from such transactions.
The Company is not and will not be liable to the Participant or any other person/entity for lost profits or revenues due to, relating to or in connection with the Program, submission or publication of work, the bestseller campaign launch or any other work provided the Participant. The Company commits to using its best efforts.
The Company may provide Participant with third-party recommendations for such services as photography, branding, food, or other related services. Participant agrees that these are only recommendations and the Company will not be held liable for the services provided by the third-party to the Participant. The Company is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.
The Company is not and will not be liable to the Participant for any misplacement or loss of their book/files for any reason. It is the author’s responsibility to retain complete records and copies of all materials/files relating to the book pre and post publication.
Regardless of the previous paragraphs, if Company is found to be liable, Company’s liability to Client or to any third party is limited to the following:
DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Dallas, Texas. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
Assignability. Neither party shall assign this Agreement without the written consent of the other.
Authority. You represent and warranty by signing this Agreement that you have the authority to enter into the same personally and on behalf of your company listed above, if any.
TERMINATION. The company reserves the right to terminate services if, in our sole opinion, you are conducting yourself or your business in a manner which is disparaging or disruptive to Iconic Living, LLC (dba E.L.I. Productions) or infringes upon our intellectual property right or violates the confidentiality covenant stated above.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the conflict of laws principles thereof. Any action brought under this contract must be brought in the State of Texas. Furthermore, by entering into this contract each party agrees to submit to the jurisdiction of the State of Texas for purposes of any action that arises out of or under this contract.
SEVERABILITY. If any provision, clause, terms, or words of this Agreement are declared void or unenforceable, such provision, clause, terms, or words shall be deemed severed from this Agreement, and all remaining provisions, clauses, terms or words shall otherwise remain in full force and effect.
ATTORNEY FEES. In the event of any breach of this Agreement and action for enforcement hereof, the prevailing party shall be entitled to have and recover from the other Party all costs, expenses and attorney’s fees reasonably incurred thereby, together with interest at the highest rate permitted by law on any and all amounts deemed to be due and owing (including costs, expenses, and attorney’s fees), which interest shall accrue from the date of any such claim or amount that has arisen until fully paid.
INDEMNIFICATION. Each Party shall indemnify, defend, and hold harmless the other, its current and former employees, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the indemnifying party or any party under direction or control of the indemnifying party, b) a material breach of this Agreement by the indemnifying party, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the indemnified party, or its clients.
NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company, or any of its programs, affiliates, subsidiaries, employees, agents or representatives.
GOOD FAITH. Each party represents and warrants to the other that each Party has acted in good faith, and agrees to continue to act, in the negotiation, execution, delivery, performance and any termination of this Agreement.
INTELLECTUL PROPERTY RIGHTS. In respect of the documents specifically created for the Client as part of this Agreement, the Company maintains all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Company to the Participant, nor grant any right or license other than those stated in this Agreement. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by the Company to provide the Services and the products, video, systems, programs or processes, produced by the Company pursuant to this Agreement.
By agreeing and being a part of the Next Act Project, you specifically agree to the following:
The Participant does hereby consent to the recording and distribution of reproduction(s) of the Participant’s voice and performance as part of the media program entitled "The Next Act Project" (herein referred to as the "Program").
The Participant does hereby acknowledge that the Company is the sole owner of all rights in and to the Program, and the recording(s) thereof, for all purposes; and that the Company has the unfettered right, among other things, to use and distribute the Program, and the Participant’s performance as embodied therein, together with Participant’s name, moniker, biographical sketch, photograph or likeness (including, without limitation, any photographs or other material provided to the Company by the Participant), in any and all media or formats, throughout the world, in perpetuity. Any materials prepared in the course of the production and distribution of the Program (“Materials”) become property of the Company, and the Company shall have the sole and exclusive right to use and distribute such Materials, throughout the world, in perpetuity.
Nothing contained in this Participant contract shall be construed to obligate the Company to use or exploit any of the rights granted or acquired by the Company, or to make, sell, license, distribute or otherwise exploit the Program or Materials whatsoever.
The Participant understands and agrees that he/she shall receive no compensation for appearances on and participation in the Program.
The Participant hereby releases and discharges the Company from any and all liability arising out of or in connection with the making, producing, reproducing, processing, exhibiting, distributing, publishing, transmitting by any means or otherwise using the
You give full permission to stream your segment on various streaming platforms, such as Amazon Fire, Apple TV, Roku, etc. as part of the show The Next Act Project.
You will always own your intellectual property of the content of your story in your video and chapter of the book, so you may distribute your story chapter and personal video in any form you desire (PR, marketing, social media, etc.), but you many not distribute the whole show, eBook or anyone else's story, as your own.
PROCESS OF THE FILM OF VIDEO FOR THE SHOW AND PUBLISHING THE BOOK
Participant agrees to be an active participant in the process - show up for scheduled sessions, read and listen to all instructions and not make Elizabeth de Moraes, or her team seek you out to make sure you are aware of next steps. You agree to not create excuses or drama surrounding your level of participation in the project. You will commit to showing up and meeting your obligations with the project.
Your adherence to the program will give Participant guaranteed Amazon.com Best Seller Status, which is defined as anything better than 100 in a given category.
Participant is eligible for any bonuses available during the timeframe you signed up (subject to change).
Book cover creation will be contracted by Iconic Living, LLC (dba E.L.I. Productions). Participant agrees to the cover that is created for the anthology.
Once the filming is complete and your chapter transcription is sent to you for review, it is your responsibility to expand it, if you desire, and make sure your chapter is up to your standards.
Together with Elizabeth and her team, Participant will have the opportunity to review your video story for one round of edits before final edition.
You will commit to deadlines (in particular, scheduling your one-on-one consultation/coaching session with Elizabeth, being prepared for the shoot date, and returning your tweaked chapter by the deadline). Failure of anyone in the program to meet deadlines may result in delays in launching. If you are more than 2 weeks late in completing your chapter, once the deadline has been determined, you may not be able to participate in the book and no refunds will be given under any circumstances.
As a collective, the various Parties cannot split royalties of book sales, but the Company does offer you the chance to buy print books at cost, plus shipping which is estimated to be around $5 a book after our launch is complete. The exact price of the books will be determined by the number of pages and will be given after the anthology is complete.
Royalties from the eBook and hard copies of the book made online will be donated to two charities that address mental health. Please see website for updated chosen charities.
Though we will always do our best, the Company will not be held responsible for omissions in the program, errors in the book, including, but not limited to, spelling errors, grammar, punctuation, style of work, page numbering, corrupted files, computer formatting errors, and missing fonts.
Participant is agreeing to the price of the anthology eBook (Kindle) during the launch for $.99 and to commit to selling at least 20 books on your own on the Launch Day. The Company is not the sole party responsible for marketing the anthology - it will take the combined efforts of all the participating authors to get it to bestseller. Again, please note that best seller status is anything better than 100 in a given category.
Our launch is for the Kindle eBook version of the book only. Print copies will be available only after the eBook launch is complete.
You will receive 10 complementary paperback copies as part of the Program as well as the aforementioned ability to purchase additional copies at cost and shipping, for you to sell, if you choose to do so. One you have your copies in hand, you may sell them as you desire (at your own book signings, speaking engagements, etc.) and all profits belong to you from those particular sales.
ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements between the Parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. Again, this Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Participant and the Company.
Additional aspects included in participating in this Project:
7-10 minute edited video of you telling your story and sharing your expertise
As part of The Next Act Show, your video to be streamed on Amazon Fire, Apple TV and Roku, and possibly others as we expand.
Your story converted into a chapter of an anthology book with the other participants, promoted to bestseller, guaranteed.
A personalized press release showcasing your participation in the project to use to share with your desired media outlets.
Additionally, you are guaranteed "as seen on" publications in national media outlets (you will be able to add those media logos to your website) through a press release the E.L.I. Productions team will put out and distribute.
Done with you press kit with personalized 2+ pitch ideas (the more prepared you are during your pitch consult session, the more you will be able to create)
A sizzle reel to help you promote yourself and the Project
A comprehensive guide on how to effectively plan your own book signing event
10 complementary paperback copies of the anthology book with the ability to order more at the print price for your use for book signings, to sell, or use as a calling card for promotion
On-set on the day of filming, you will receive:
An individual VIP video shoot time with our crew in a state of the art studio in the Dallas/Fort Worth area, to film your story. It will be done interview-style, with the questions edited out to create a seamless video for you to use as you desire for marketing, etc.
Hair and make-up touch ups with our make-up team of artists
On-camera delivery coaching while being interviewed
Stylist on hand to make sure you look and feel fabulous on camera
Before your filming, you will receive:
3 1:1 Sessions
1:1 session with Elizabeth to cover best practices for on-camera delivery and interviewing as well as outlining what you want included in telling your story and the questions that will help cue you during filming
1:1 session with our PR expert to design and write 2 (possibly 3, if time allows) media pitches for your specific business/brand/story.
1:1 session with our Red Carpet Ready Interview expert to help you effectively answer questions about your specific area of expertise and/or product/services (media training).
5 Masterclasses (both live and recorded)
A masterclass on how to PR yourself by our PR expert
A masterclass on how to effectively tell your story by our storytelling expert
A masterclass on best practices to land and what to do once you have a landed high-profile speaking engagements by our speaker coach and 4-time TED speaker
A masterclass on best practices for effective red-carpet interviewing (how to answer questions, mental prep, body presence, how to work the camera, etc.)
A masterclass on best practices on how to style yourself, on brand while on camera with our stylist expert
A VIP private group dinner (and other surprises) Saturday evening of the main shoot with red carpet interviews and photos and video for further visibility
Special guest interview appearance on Elizabeth's, The Next Act™ Show and Podcast, also streamed on Amazon Fire, Apple TV and Roku