Terms

Last updated: July 28th, 2022

Sutton Capital Online Seminar Agreement

This Online seminar Agreement (“Agreement”), effective upon enrollment by the Customer (“the Effective Date”) is entered into by and between the Customer and Sutton Capital Holdings Corporation (“Company”) with offices in New York, NY . This agreement can be changed at any time without any notice.

1. Services

The Company will deliver training content to the Customer in the form of an online seminar. Upon enrollment into to the training program, the Customer acknowledges that this is an educational seminar and is not to be construed as financial advice, employment, offering employment verification, potential employment in the future, an investment opportunity, an investment allocation, or a solicitation to buy or sell any security.  All activities associated with Sutton Capital Holdings Corporation or Sutton Capital Ventures 1 LP are only to be considered part of an educational online seminar for educational and informational purposes only; and should never be misconstrued or mislead to potential employers otherwise.  The customer assumes all financial responsibility and liability if there is any misrepresentation beyond the scope of an online seminar.  Further more, the customer upon agreeing to these terms also acknowledges and agrees with the disclaimer noted here:  https://suttoncapital.co/disclaimer

The educational content delivered to the Customer is considered to be intellectual property assigned to Sutton Capital Holdings Corporation and its subsidiaries, partners,  (the “Company”) and is strictly confidential. It contains information intended only for the person to whom it is transmitted. With receipt of this information, recipient acknowledges and agrees that: (i) this document is not intended to be distributed, and if distributed inadvertently, will be returned to the Company as soon as possible; (ii) the recipient will not copy, fax, reproduce, divulge, or distribute this confidential information, in whole or in part, without the express written consent of the Company; (iii) all of the information herein will be treated as confidential material with no less care than that afforded to its own confidential material.  Any party breaching these confidentiality requirements, will be at risk for legal action & damages.  The opinions expressed are in good faith and while every care has been taken in preparing this information, Sutton Capital Holdings Corporation makes no representations and gives no warranties of whatever nature in respect of the information and documents, including but not limited to the accuracy or completeness of any information, facts and/or opinions contained therein.

2. Term & Payment Timelines

Upon agreement of these terms of use via enrollment, the customer will have access to content as specified by the Company until the Company removes access. The Company can remove access at any time based on their discretion. The customer acknowledges that all fees paid to the Company are nonrefundable.  The Company on a case by case basis; will provide a special payment installment plan to a select few Customers due to financial hardship.  The Customer agrees that a payment installment plan will be confidential and not disclosed to anyone.  If the remaining balance is not paid in full, the initial payment(s) is nonrefundable and access to the seminar content will be removed from the Customer.  IMPORTANT:  Any remaining debt that has not been paid, will be reported to a debt collections agency which will be retrieved through credit collections departments and or legal entities in your country, city, and federal jurisdiction.  

3.  Activation/Termination of Access to Learning Content

The Customer will on a case by case basis will have access to a temporary email account, lecture recordings, and learning content generated by the Company to enrich the educational experience.  The access to the Sutton Capital email is solely for educational purposes and nothing further; and represents the reputation of the Company.  Access to email can be terminated at any time at the discretion of the Company for any reason not limited to security, reputational risk, or piracy.  Upon the end of the subscription, access will removed until renewed.

ARTICLE 4 – REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER

The Customer does hereby represent, warrant and covenant to the Company, the following:

4.1  Confidentiality

4.1.1 The parties acknowledge and agree that during the term of this Agreement and in the seminar of the discharge of Customer’s involvement hereunder, Customer shall have access to and become acquainted with the Company’s Confidential Information, including trade secrets. Customer will not, without the prior written consent of the Company, disclose, reveal, or communicate all or any portion of any Confidential Information to any Person. The Customer further agrees that all Confidential Information will be used solely for the Company’s benefit and that, upon termination of this Agreement by contract, operation of law, or otherwise, the Company shall have no obligation to provide the Customer with any Confidential Information.

4.1.2   Customer will hold in confidence all Confidential Information received from the Company. Customer further agrees that all Confidential Information of the Company remains the sole property of the Company and may not be copied or in any way retained by the Customer except with the express prior written consent of the Company and solely upon the condition that the Customer return any and all Confidential Information in his/her possession upon termination of this Agreement (whether by contract, operation of law, or otherwise). Customer further covenants that he/she will return any and all Confidential Information in his/her possession upon termination of this Agreement (whether by contract, operation of law, or otherwise).

4.1.3 Customer will not use, directly or indirectly, in any manner or for any purpose not specifically contemplated by this Agreement, Confidential Information of the Company from the date of termination of this Agreement (whether by contract, operation of law or otherwise). Customer hereby agrees and acknowledges that its obligations under this Section 4.3 include an explicit covenant not to (i) either directly or indirectly, solicit, induce, recruit or encourage any of the Company’s Customers, consultants or contractors to leave their employment or engagement by the Company or take away such Customers, consultants or contractors; (ii) attempt to solicit, induce, recruit, encourage or take away Customers, consultants or contractors of the Company or interfere with their relationships with the Company; or (iii) either directly or indirectly, interfere with the Company’s contracts and relationships, or prospective contracts and relationships, including, but not limited to, the Company’s customer or client contracts and relationships; with such covenant applicable both to the Customer and to any other Person with whom the Customer is or at any time in the future may be affiliated. 4.1.4:  Customer agrees (i) not to utilize the Confidential Information in an effort to solicit the business of any customer or the employment of any Customer of the Company, (ii) not to enter into any business relationship on the basis of Confidential Information without specific and prior authorization from the Company, and (iii) promptly return, upon request by the Company at any time and for any reason whatsoever, any Confidential Information (including all copies of such Confidential Information) in the Customer’s possession.

4.1.5  Customer will not in any way circumvent, or attempt to circumvent, the business contacts of the Company for the purpose of transacting or consummating any business transaction without the express written authorization of the Company.

4.1.6 Customer agrees that any information which is created as a result of Customer’s review or analysis of Confidential Information shall be deemed “Confidential Information” for the purposes of this Section 4. Customer acknowledges that the Company has invested substantial sums in the development of its Confidential Information and Trade Secrets.  The Customer has verified that there are no conflicts of interest between the Company and it’s Competitors as a result of the Customer engaging with  the Company.

4.1.7 The Parties hereby agree that this Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

4.1.8  Nothing in this Agreement prohibits Customer from disclosing, and or shall hold Customer criminally or civilly liable for disclosure of, trade secrets in confidence to a federal, state, or local government official (either directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or from disclosing trade secrets in a complaint or other document filed in a lawsuit or other proceeding under seal as contemplated by 18 U.S.C. §1833.

4.1.9 The Customer shall not directly or indirectly make any written or verbal statement that is or can be considered disparaging, derogatory or defamatory, whether by electronic, written or oral means of or about the Company, the Company’s employees, officers, directors, clients, affiliates, businesses and business relationships.

4.2 Intellectual Property Rights

4.3.1 Customer covenants and agrees to keep and maintain adequate and current written records of all Company Work Product created by Customer (solely or jointly with others) as a result of its performance of the Services or in any connection therewith during the Customer’s Employment. The records will be in the form of recordings, notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times, and shall be deemed “Confidential Information” for purposes of this Agreement.

4.2.2 Customer hereby covenants and agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Company Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including, but not limited to, the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Company Work Product, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Customer further covenants and agrees that Customer’s express obligation to execute or cause to be executed, when it is in Customer’s power to do so, any such instrument or papers, shall continue for a period of 5 (five) years after the termination of this Agreement by contract, operation of law, or otherwise. If the Company is unable because of Customer’s mental or physical incapacity or for any other reason to secure Customer’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Company Work Product or original works of authorship assigned to the Company as above, then the Customer hereby irrevocably designates and appoint the Company and its duly authorized officers and agents as Customer’s agent and attorney-in-fact, to act for and in Customer’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Customer.

4.2.3 Customer covenants and agrees that, upon termination of this Agreement by contract, operation of law, or otherwise, Customer will promptly deliver all Company Work Product to the Company.

4.2.4 To the extent allowed by applicable law, this Section includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral” or the like (collectively, “Moral Rights”). To the extent Customer retains any such Moral Rights under applicable law, Customer hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or on behalf of the Company and agrees not to assert any Moral Rights with respect thereto.

4.2.5 Customer authorizes the Company to record Customer via video camera, film, photograph or any other medium now or hereafter existing, and to record Customer’s voice, likeness, conversation and sounds, including any acts, performances and quotes by Customer (collectively, the “Recordings”) during the Term of this Agreement, and Customer hereby grants to the Company the irrevocable right and license to use, and to license others to use, Customer’s name and biographical material, and all rights in and to the Recordings, without additional compensation to Customer, in any manner or medium, whether now known or hereafter developed, throughout the universe and for an unlimited number of times in perpetuity, in connection with the promotion, advertising, sale, publicizing and exploitation of any products, services or programs of Company or for any other commercial purposes in furtherance of Company’s business. Customer hereby waives, to the fullest extent permitted by applicable law, any right of inspection or approval of the Recording or the uses to which such Recordings may be put. Customer acknowledges that Company will rely on this permission and may incur substantial costs thereby, and Customer hereby agrees not to assert any claim of any nature whatsoever against anyone relating to the exercise of the rights and permissions granted hereunder.

4.3 Remedies

The Parties hereby agree that the damages caused by a violation of this Article 4 may be difficult to ascertain, and as a result the Company shall be entitled to obtain injunctive relief, specific performance, all other equitable remedies, damages (including special, punitive or consequential damages), and all other rights and remedies provided in equity in the event that Customer violates any portion of this Article 4 of this Agreement.  The damages due to the Company from the Customer due to violation of this Article 4 will be a minimum of $25,000 but could be higher after further investigation.

4.4 Survival of Representations, Warranties and Covenants

To the fullest extent permitted by law, the representations, warranties, covenants and other agreements in favor of the Company contained in this Article 4 shall survive even after termination of this Agreement.

                      ARTICLE 5 – RESOLUTION OF DISPUTES

5.1 Agreement to Arbitrate, Waiver of Class and Collective Claims, & Waiver of Jury Trial.

The Company and all its related entities believe that if a dispute related to this Arbitration Agreement (“Arbitration Agreement”) or Customer’s employment or former employment arises, it is in the best interest of all parties to resolve the dispute out of court. By accepting or continuing employment with the Company, Customer agrees to as follows:

(a) Claims Covered by Arbitration Agreement: “Covered claims” are any legal claims that Customer might bring against the Company (and/or its current or former Customers, managers, agents, officers, directors, affiliates, and/or customers) or that the Company might bring against Customer that arise out of or relate to Customer’s employment with the Company, such as disputes concerning Customer’s recruitment, hire, pay, benefits, leaves of absence, accommodation for a disability, workplace treatment (e.g., claims for harassment, discrimination, or retaliation), or termination of employment. Such covered claims include, but are not limited to, claims under the Fair Labor Standards Act, the Equal Pay Act, the Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 and Section 1981 of the Civil Rights Act of 1866, the Pregnancy Discrimination Act, the Family and Medical Leave Act, the Worker Adjustment Retraining and Notification Act, the Customer Retirement Income Security Act of 1974, the Uniformed Services Employment and Reemployment Rights Act of 1994, and all comparable state and local laws to the extent permissible by law. Covered claims include all state, local and federal claims that are enforceable under the Federal Arbitration Act.

(b) Claims Not Covered by This Arbitration Agreement: This Arbitration Agreement does not cover any federal or state-law claims that Customer cannot legally agree to arbitrate. It also does not limit Customer’s right to file or participate in a claim or charge filed with any government agency.

(c) Agreement to Arbitrate and Jury Waiver: Customer and the Company agree to use binding arbitration, instead of going to court, for any “covered claims” that arise between Customer and the Company. Customer and the Company agree to waive Customer’s rights to a trial by jury for any “covered claims” that arise between Customer and the Company. Customer UNDERSTANDS AND AGREES THAT ARBITRATION IS THE ONLY FORUM FOR RESOLVING “COVERED CLAIMS,” AND THAT BOTH Customer AND THE COMPANY ARE WAIVING THE RIGHT TO A TRIAL BEFORE A JUDGE OR JURY IN FEDERAL OR STATE COURT IN FAVOR OF ARBITRATION. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction as set forth in Section 4.5(b).

(d) Waiver of Class and Collective Claims: Customer UNDERSTANDS AND AGREES THAT TO THE GREATEST EXTENT PERMISSIBLE BY STATE AND FEDERAL LAW, “COVERED CLAIMS” WILL ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS, AND THAT BOTH Customer AND THE COMPANY WAIVE THE RIGHT TO PARTICIPATE IN OR RECEIVE MONEY FROM ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Customer may not bring a claim on behalf of other individuals, and any arbitrator hearing Customer’s claim may not arbitrate any form of a class, collective, or representative proceeding.

(e) Governing Law: This Arbitration Agreement will be governed by the Federal Arbitration Act. Except as set forth in Section 4.5 (c), Customer irrevocably submits to the exclusive jurisdiction of any State or Federal court sitting in  New York_ in any action or proceeding arising out of or relating to this Arbitration Agreement or Customer’s employment, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in suchNew York State or Federal court. The Parties hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

(f) Initiating Arbitration: To arbitrate a claim, Customer or the Company must send a written demand containing a description of the claim(s) and relief sought to an arbitration center in New York City. Customer also must send a copy of the written demand (and all other information regarding it) to the following address: invest@sutton.fund. The Company will send any demand (and all information regarding it) to Customer at Customer’s last known home address or other address that Customer provide the Company in writing. To the extent permitted by applicable law, all claims for arbitration must be filed with New York City within one hundred and eighty (180) days of the event or occurrence that gives rise to the dispute, claim or controversy. All claims for arbitration must be filed within the same legal statute of limitations period (i.e., time limit) that would apply if the claims were filed in court or with a state or federal equal employment opportunity agency.  The arbitration shall be administered by before single neutral arbitrator (unless Customer and the Company agree on another mutually acceptable arbitrator. The selection of the arbitrator and the arbitration proceedings will be governed pursuant to its Comprehensive Arbitration Rules and Procedures.

(g) Fees and Costs of Arbitration: The Customer is responsible for paying any fees and costs unique to the arbitration process arising out of any arbitration proceeding under this Agreement. The Customer shall also pay a fee to the arbitrator of either the same amount the Customer would have to pay if the Customer filed a civil action or the maximum filing fee permitted, whichever is less. If Customer chooses to be represented by an attorney, Customer must pay Customer’s own legal fees and costs. Notwithstanding this provision, the prevailing party in the arbitration proceeding shall be entitled to recover reasonable costs and attorneys’ fees, as allowed by law and determined by the arbitrator.

(h) Procedural Rules for Arbitration: Customer and the Company will each be entitled to (1) only one interrogatory limited to the identification of potential witnesses, in a form consistent with Rule 33 of the Federal Rules of Civil Procedure (“FRCP”); (2) only 25 requests for production of documents, in a form consistent with Rule 34 of the FRCP; and (3) a maximum of two eight-hour days of depositions of witnesses in a form consistent with Rule 30 of the FRCP. Either party can make a request to the arbitrator for additional discovery for good cause shown. The arbitrator shall decide all disputes related to discovery in a manner consistent with this Agreement.

The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim on which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing, consistent with Rules 12 and 56 of the FRCP. The decision of the Arbitrator will be in writing, signed by the arbitrator, and issued within 30 days of the close of the hearing or ruling consistent with Rule 12 or 56 of the Federal Rules of Civil Procedure. The decision will include a summary of the claims arbitrated and the reasons for the arbitrator’s decision. The arbitrator may grant any remedy or relief that would have been available to Customer or the Company had the matter been heard in court. The arbitrator will apply applicable federal law and the laws of the State in which Customer is currently or were most recently employed by the Company.

The arbitrator will have exclusive authority relating to the interpretation, applicability, enforceability or formation of the arbitration agreement; however, disputes regarding the validity, enforceability or breach of the class action waiver in section 3 of this Agreement may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. The parties further agree that they will comply with the terms of this arbitration provision and any award rendered by the arbitrator, and that a judgment upon the award rendered may be entered and enforced in any court of competent jurisdiction.

(i) Confidentiality: All proceedings under this Arbitration Agreement are private and confidential, unless applicable law provides to the contrary. Customer and the Company, however, may make disclosures to others as reasonably necessary to arbitrate or defend against any covered claims. The arbitrator shall have the authority to make appropriate rulings to safeguard confidentiality.

(j) Enforceability: Each Party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Arbitration Agreement by, among other things, the mutual waivers and certifications in this Section 4.5(c). If any provision of this Arbitration Agreement is found to be unenforceable, the remainder of this Arbitration Agreement will be found to be enforceable. The Arbitration Agreement may be changed by agreement of the parties, but any change to the Arbitration Agreement must be in writing with a written or electronic acknowledgement of the parties. It is agreed that the Company may terminate this Arbitration Agreement by providing notice of the termination to Customer in writing or via electronic means, with an effective date of no less than 60 days thereafter; however, termination will apply only prospectively, and will not apply to any claim that has been filed, that has accrued, or for which the Company has knowledge prior to the effective date of termination of the Agreement.

ARTICLE 6 – MISCELLANEOUS

6.1 Notices

Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement (“Notice”) shall be sufficiently given or made if in writing and either delivered in person or by overnight courier, addressed as follows:

If to Company(email address):  invest@sutton.fund

or to such other address as may be substituted by Notice given as herein provided. The giving of any Notice required hereunder may be waived in writing by the Party entitled to receive such Notice. Every Notice hereunder shall be deemed to have been duly given or served on the date on which personally delivered and the next Business Day after deposit with an overnight courier service.

6.2 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by both the Parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

6.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assignable by Customer except with the prior written consent of the Company. The Company may assign this Agreement at any time upon written Notice to Customer. Any assignment or attempted assignment of this Agreement by Customer in violation of the provisions of this Section 5.3 shall be deemed void ab initio and of no legal force or effect.

6.4 Governing Law

This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of

or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the law of the State of New York.

6.5 Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement electronically by PDF shall be effective as delivery of a manually executed counterpart of this Agreement.

6.6 Headings

The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

6.7 Severability

Any provision of this Agreement or any other document or instrument provided for herein or therein which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

6.8 Entire Agreement

This Agreement, the attachments and schedules attached to this Agreement, and the executed standard confidentiality agreement, constitute the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties pertaining to the subject matter of this Agreement.

6.9 Construction

The language used in this Agreement will be deemed the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against either Party.

6.10 Fairness of Provisions.

Customer agrees that Customer has read and understands all terms of this Agreement, that Customer was provided sufficient opportunity to review and consider this Agreement, that Customer was provided sufficient opportunity to review the Agreement with Customer’s legal counsel, and that Customer knowingly and voluntarily accepts all terms of this Agreement. Customer agrees that the terms of this Agreement are fair and reasonable, and that such provisions are reasonably required for the protection of the Parties’ responsive interests.

The Parties hereto agree that the terms and restrictions of the Agreement are fair and reasonable, and that such provisions are reasonably required for the protection of the Parties’ respective interests. The Parties further agree that in the event any of the terms or restrictions set forth in this Agreement are found by a court or arbitrator of competent jurisdiction to be unreasonable or otherwise unenforceable, it is the purpose and intent of the Parties that any such prohibitions or restrictions be deemed modified or limited so that, as modified or limited, such prohibitions or restrictions may be enforced to the fullest extent possible.