Community Partnered New Host Application

THIS FORM IS ONLY FOR THOSE WHO WISH TO LEAD A WILD + FREE GROUP.

If you are looking to sign a waiver for a local group, please contact the leader for a direct link.

If you have any questions, please email andrea@bewildandfree.org

To protect you, your group, and the Wild + Free community.

GROUP LEADER AGREEMENT- EXECUTIVE SUMMARY

This group leader agreement is between you, an approved Group Leader, and Wild + Free, which owns its intellectual property, name, brand, and materials. As a Group Leader, you are granted a License to lead a Wild + Free Group as long as you follow these requirements:

Be Wild + Free Focused. There are many wonderful homeschool co-ops and communities out there, but each Group is meant to be a "Wild + Free Group" and reflect the organization's values as a community. Group Leaders cannot submit a group of another affiliation or charge money or any other remuneration for participation in the Group, other than for reasonable expenses related to Group events.

Be Free of Solicitation. Group Leaders agree not to advertise, solicit, or otherwise market any goods, services, or other business ventures that Group Leader may be affiliated with to members of the Group during a Wild + Free affiliated event or Group meeting.

Respond to Those Who Inquire. In order to serve the Wild + Free community well, Group Leaders must reply to those individuals who reach out to you. If the demand is greater than you can handle or you desire to limit the size of the Group, simply make your Group hidden from public view.

Be Welcoming of All Mothers. There are many beliefs represented in the Wild + Free brand, and the Wild + Free groups gather around the values that unite all people. Your description of the Group can be described as faith-based or secular; however, you must include any participant desiring to join the Group.

Be Focused on Homeschool Mothers. Wild + Free realizes there are many fathers who are doing a wonderful job homeschooling their kids, and we applaud their efforts. However, Wild + Free groups are a community for mothers and you as the Group Leader shall limit participation in the Group to mothers only. However, you are welcome to host special family events as long as they are identified as such.

Comply with All Laws.The Group Leader must ensure that each Group or Group event complies with all applicable laws and regulations. 

Report Complaints to Wild + Free. The Group Leader must promptly provide Wild + Free with details of any complaints it has received relating to Wild + Free and report any significant incidents or injuries and must comply with any reasonable directions given by Wild + Free in respect thereof.

Report Group Leader Transfers. The Group Leader must not transfer the rights, duties, or responsibilities for leading a Group or organizing Group events to any other person without first obtaining written consent from Wild + Free. Failure to obtain written consent prior to a transfer will result in the immediate termination of this Agreement and the License granted to operate as a Wild + Free Group.

Collect Liability Waivers. Prior to admitting any individual to participate in Group activities, the Group Leader must collect signed liability waivers from each “Participant.” Wild + Free will provide the “Group Participation Agreement.” The Group Leader shall bear all liability and fully indemnify Wild + Free for any claims resulting from Group Leader’s failure to adhere to the terms and conditions of this Agreement or the “Full Group Leader Agreement.”

FULL GROUP LEADER AGREEMENT

            THIS GROUP LEADER AGREEMENT (this “Agreement”) is made and entered into as of the last date of execution on the signature page hereto (“Effective Date”) by and between WILDANDFREE, LLC, a Virginia limited liability company (“Company”), and the individual set forth on the signature page hereto (“Group Leader”) (Company and Group Leader each a “Party” and collectively, the “Parties”).

AGREEMENT

1.         License.

            1.1       Wild + Free IP; Groups. Company is the owner of and has the right to grant a license for certain intellectual property and materials relating to homeschooling communities under its brand “Wild + Free” as more fully set forth on Schedule A, attached hereto and incorporated herein (the “Wild + Free IP”). Group Leader desires to lead a homeschool co-op or community group under the Wild + Free brand and using the Wild + Free IP (a “Group”)

            1.2       Scope of License Rights; Improvements. Subject to and conditioned upon Group Leader’s compliance with all terms and conditions of this Agreement, Company hereby grants Group Leader, and Group Leader hereby accepts, during the Term (as defined below) hereof, a limited, revocable, non-exclusive, non-delegable, non-assignable, non-transferable, non-sublicensable license to use the Wild + Free IP, and any derivatives, new versions, modifications, discoveries, inventions, improvements, concepts, ideas, or data processing techniques developed in connection with this Agreement to the Wild + Free IP, including, without limitation, the Developed IP (as defined below) (collectively, the “Improvements”), on and in connection with the Group Leader’s Group, subject to all conditions and limitations set forth in Section 1 and elsewhere provided in this Agreement (the foregoing collectively defined herein as the “License”). All Improvements developed, whether or not developed by Group Leader, including, without limitation, the Developed IP, will be owned by the Company.

            1.3       Responsibility for Use of Wild + Free IP; Trademark and Copyright Notices. Group Leader is responsible and liable for all uses of the Wild + Free IP through access thereto provided by Company, directly and indirectly. Specifically, and without limiting the generality of the foregoing, Group Leader is responsible and liable for all actions and failures to take required actions with respect to the Wild + Free IP by its agents, contractors, Group participants, and other individuals or persons who, whether intentionally or through negligence, permits access to or use of the Wild + Free IP. Group Leader shall ensure that all Wild + Free IP used or distributed by Group Leader and all related quotations, specifications, and descriptive literature, and all other materials displaying the Wild + Free IP, be marked with the appropriate trademark and copyright notices in accordance with Company’s instructions.

2.         Quality Control.

            2.1       Acknowledgement. Group Leader acknowledges and is familiar with the high standards, quality, style, and image of Company, and Group Leader shall, at all times, conduct the Group and use the Wild + Free IP in a manner consistent with these standards, quality, style, and image.

2.2       Compliance with Company Specifications. Group Leader shall comply with the specifications, standards, and directions relating to the Wild + Free IP, including its design, promotion, and distribution, as notified in writing by Company from time to time. Specifically, as a condition of Company’s granting of the License, Group Leader shall, during the Term, comply with the following requirements:

            2.2.1    Be Wild + Free Focused. There are many wonderful homeschool co-ops and communities out there, but each Group is meant to be a “Wild + Free Group” and reflect the Company’s values as a community. Group Leader shall not submit a group of another affiliation or charge money or any other remuneration for participation in the Group, other than for reasonable expenses related to Group events.

            2.2.2    Respond to Those Who Inquire. In order to serve the Wild + Free community well, Group Leader shall reply to those individuals who reach out to Group Leader. If the demand is greater than Group Leader can handle or Group Leader desires to limit the size of the Group, contact Company which will make the Group hidden from public view.

            2.2.3    Be Welcoming of All Mothers. There are many beliefs represented in the Wild + Free brand and the Wild + Free groups gather around the values that unite all people. Group Leader’s description of the Group can discuss Group Leader’s faith-based or secular background, however, Group Leader shall include any participant desiring to join the Group.

            2.2.4    Be Focused on Homeschool Mothers. Company realizes there are many fathers who are doing a wonderful job homeschooling their kids, and Company applauds their efforts. However, Wild + Free groups are a community for mothers and Group Leader shall focus participation in the Group to mothers. However, Group Leader is encouraged to host special family events and may do so with regularity as long as those events are clearly communicated to all members ahead of time. 

2.3       Compliance with Laws. In exercising its rights under this Agreement, Group Leader shall comply with, and shall ensure that each Group or Group event shall comply with, all applicable laws and regulations. Group Leader shall promptly provide Company with copies of all communications with any governmental, regulatory, or industry authority relating to the Wild + Free IP.

2.4       Submission of Materials for Approval. Prior to any use of the Wild + Free IP and thereafter at least once every six (6) months and at any time at Company’s written request, Group Leader shall, at its own expense, supply a reasonable number of production samples of the Wild + Free IP to Company for approval, which approval may be given or withheld in Company’s sole discretion. In the event that Company rejects any sample, Company shall use reasonable efforts to give written notice of such rejection to Group Leader within thirty (30) days of receipt by Company of the sample. Group Leader shall immediately cease distribution of such Wild + Free IP and shall not recommence distribution until Company confirms in writing that Group Leader may do so.

2.5       Complaints. Group Leader shall promptly provide Company with details of any complaints it has received relating to the Wild + Free IP together with reports on the manner in which such complaints are being, or have been, dealt with and shall comply with any reasonable directions given by Company in respect thereof.

2.6       Business Solicitation. Group Leader hereby agrees not to advertise, solicit, or otherwise market any goods, services, or other business ventures of Group Leader or that Group Leader may be affiliated with to members of the Group during a Company affiliated event or Group meeting.

2.7       Transfer of Group Leader Responsibilities. In addition to Section 10.1 below, Group Leader shall not transfer and rights, duties, or responsibilities for leading a Group or organizing Group events to any other person without first obtaining written consent from Company. Failure to obtain written consent prior to a transfer described in this Section 2.7 shall constitute a material breach of this Agreement and result in the immediate termination of this Agreement and the License granted hereunder.

3.         Intellectual Property.

            3.1       Intellectual Property Ownership. Group Leader hereby acknowledges (i) Company is the exclusive owner of the Wild + Free IP and the entire right, title, and interest in and to the Wild + Free IP and any notes, records, drawings, course materials, tests, answer keys, improvements, developments, discoveries, trade secrets, and other similar materials created or developed and that results from, or is discovered by, Company or Group Leader in connection with the entering into or performance of this Agreement (“Developed IP”) and any goodwill related thereto (the foregoing collectively defined as the “Work Product”) and (ii) all use of the Wild + Free IP under this Agreement and any goodwill accruing from such use will inure solely to the benefit of Company. Group Leader hereby irrevocably assigns such rights to Company without further action by any of the Parties. Group Leader agrees not to dispute or challenge, or assist any Person in disputing or challenging, Company’s rights in and to the Wild + Free IP or the validity of the Wild + Free IP. Upon request by Company or the termination of this Agreement pursuant to its terms and conditions, Group Leader (A) shall deliver physical and/or electronic (if and as applicable) possession and embodiments of all Wild + Free IP and related agreements thereto under this Agreement to Company, and (B) shall, upon request of Company, execute further documentation and take reasonable actions that are requested by Company to assist Company to accomplish the terms of this Section 3.1. All Developed IP will automatically be deemed incorporated herein as part of the “Wild + Free IP” and subject to the License described herein above. The Parties hereby acknowledge and agree that Company will retain full ownership of and title to all portions of Wild + Free IP and Developed IP during and after the Term. In the event Group Leader makes any improvements to Wild + Free IP or the Developed IP, (i) Group Leader shall promptly assign all rights in the same to Company and shall execute any applicable instruments and documents to effect said transfer, and (ii) Company will retain full ownership of and title to the same.

            3.2       Group Leader Restrictions. Group Leader shall not (a) take, omit to take, or permit any action which will or may dilute the Wild + Free IP or tarnish or bring into disrepute the reputation of or goodwill associated with the Wild + Free IP or Company, or which will or may invalidate or jeopardize any registration of the Wild + Free IP; or (b) apply for, or obtain, or assist any Person in applying for or obtaining any registration of the Wild + Free IP, or any trademark, service mark, trade name, or other indicia confusingly similar to the Wild + Free IP anywhere in the world.

4.         Relationship of the Parties. Neither Party is an agent, representative, joint venturer, or partner of the other Party. Neither Party has any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party, by virtue of this Agreement. This Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either of the Parties.

5.         Term and Termination; Effect of Termination; Survival.

            5.1       Term; Termination. This Agreement will commence on the Effective Date and will continue in effect until terminated in accordance with this Section 5.1 (“Term”). Either Party may terminate this Agreement at any time upon delivery of five (5) days’ prior written notice of such intent to terminate this Agreement. Any such notice of termination shall be addressed to the other Party at the address shown below or such other address as either Party may notify the other of and will be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested.

            5.2       Effect of Termination; Survival. Upon termination of this Agreement, (i) the License will automatically terminate, cease, and become void and have no further effect, and (ii) Group Leader shall deliver to Company all tangible or electronic embodiments of the Wild + Free IP. Upon termination, all rights and duties of the Parties toward each other will cease except Sections 3, 5.2, 6, 7, 8, and 10 will survive any termination of this Agreement.

6.         Indemnification; Warranty Disclaimer.

            6.1       Indemnification. Group Leader shall defend, indemnify, and hold Company (including its members, managers, directors, officers, agents, and contractors) harmless from and against any claim, loss, suit, action, or proceeding (each, a “Third-Party Claim”) including, but not limited to, costs, damages, and attorneys’ fees, arising out of or resulting from any of the following: any action by a third party against Company that is based upon (i) any negligent, reckless, or intentionally wrongful act or omission of Group Leader or Group Leader’s assistants or agents, or any participant in a Group, (ii) any breach or alleged breach by Group Leader or Group Leader’s assistants or agents, or any participant in a Group of any of the covenants, representations, or warranties contained in this Agreement; or (iii) Group Leader’s failure to obtain an executed Group Participation Agreement (as defined below) from any Participant (as defined below).

6.2       Warranty Disclaimer. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE VALIDITY, ENFORCEABILITY, AND SCOPE OF THE WILD + FREE IP, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE, OR LIKELIHOOD OF SUCCESS (COMMERCIAL, REGULATORY, OR OTHER) OF THE WILD + FREE IP, KNOW-HOW, AND ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES, OR PRACTICES AT ANY TIME MADE AVAILABLE BY COMPANY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. IN FURTHERANCE OF THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO GROUP LEADER OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON GROUP LEADER OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE USE OF THE WILD + FREE IP OR DEVELOPED IP, (B) THE USE OF OR ANY ERRORS OR OMISSIONS IN ANY KNOW-HOW, TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY COMPANY, OR (C) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.

7.         Representations and Covenants.

            7.1       Each Party hereto represents and warrants that (a) such Party has the full corporate or individual contractual capacity, right, power, and authority to enter this Agreement and to perform the acts required of such Party hereunder, (b) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder do not and will not violate any agreement to which such Party is bound, and (c) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

8.         Confidentiality.

            8.1       Definition of Confidential Information. “Confidential Information” means any Company information directly or indirectly disclosed by the Company to Group Leader that is identified as confidential or which would appear to a reasonable person to be confidential, whether disclosed before or after the date of this Agreement, and whether disclosed in writing, orally, or by inspection of tangible objects. Confidential Information includes, but is not limited to, information relating to the Company’s intellectual property, copyrighted materials, technology and operations. Confidential Information does not include information that: (i) is in the possession of Group Leader at the time of disclosure without confidentiality obligations, as shown by Group Leader’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Group Leader.

            8.2       Disclosure and Use; Return of Materials; Survival. Group Leader agrees not to use any Confidential Information for Group Leader’s own use or for any purpose other than to perform the terms and conditions of this Agreement. Group Leader agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company to any other person or entity. Notwithstanding the foregoing, Group Leader may disclose Confidential Information with the prior written approval of the Company or pursuant to the order or requirement of a court, administrative agency or other governmental body. Upon termination of this Agreement or Company’s request, the Group Leader will promptly return to the Company all materials in Group Leader’s possession containing Confidential Information, as well as data, records, reports and any other property furnished by the Company to the Group Leader or produced by the Group Leader in connection with this Agreement, or copies thereof. 

9.         Group Participants.

            9.1       Liability Waiver. Prior to admitting any individual to participate in a Group (each a “Participant”), the Group Leader shall deliver to each potential Participant the Group Participation Agreement, attached hereto as Exhibit 9.1 (the “Group Participation Agreement”), and obtain from each Participant an executed copy of the Group Participation Agreement. In addition to Section 6.1 above, Group Leader shall bear all liability and fully indemnify Company for any claims resulting from Group Leader’s failure to adhere to this Section 9.1.

Attached: Exhibit 9.1            

10.       Miscellaneous.

            10.1     No Assignment. Group Leader shall not transfer or assign any of her rights nor delegate any of her duties hereunder, in whole or in part, whether voluntarily or by operation of law, without Company’s prior written consent. Any purported transfer, assignment, or delegation by Group Leader without such prior written consent will be null and void ab initio and of no force or effect. Subject to the foregoing, this Agreement will inure to the benefit of the Parties and their successors, transferees, and assignees.

            10.2     Governing Law; Venue; Costs and Attorneys’ Fees. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia without regard to its rules regarding conflicts of law. In the event of any dispute relating to or arising under or surrounding this Agreement, or action to enforce the terms and conditions of this Agreement, the Parties hereby submit to the personal jurisdiction of and exclusive venue situated in the state and federal courts located in the City of Norfolk in the Commonwealth of Virginia. In any legal action or other negotiation or proceeding brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its attorneys’ fees, fees, and costs. The non-prevailing Party in any legal action brought pursuant to, or arising out of, this Agreement shall pay to the prevailing Party all costs and fees incurred by such Party in such action, including, without limitation, all attorneys’ fees and out-of-pocket expenses and all other reasonable costs of enforcement of the terms and conditions hereof. As used herein, the “prevailing Party” means the Party in whose favor a final judgment, order, or decree is rendered or entered.

    10.3     Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given when delivered personally against receipt, delivery charges prepaid, or three (3) business days after being sent by registered or certified mail (return receipt requested), postage prepaid, or one (1) business day after being sent by a nationally recognized express courier service, postage or delivery charges prepaid, to the Parties at their respective addresses stated on the signature page hereto. Any Party may change its address for notice and the address to which copies must be sent by giving notice of the new address to the other Party in accordance with this Section 10.3, except that any notice of such change of address will not be effective unless and until received.

            10.4     Entire Agreement. This Agreement (including the schedule attached hereto, as may be amended and supplemented from time to time, and any documentation specifically incorporated by reference herein) contains the entire agreement and understanding concerning the subject matter hereof between Company and Group Leader and supersedes all prior negotiations, proposed agreements, and all other agreements, whether written or oral, to the extent provided for herein. Except as provided herein, this Agreement may be amended only in accordance with Section 10.9 below.

            10.5     Severability. In the event it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced to the fullest extent possible in accordance with the stated intention of the Parties evidenced and as represented by the terms and conditions of this Agreement, while the remainder of this Agreement will remain in full force and effect.

            10.6     Construction. This Agreement will be strictly interpreted in accordance with its terms and conditions and without any strict construction against either Party as the drafting party or scrivener. Any ambiguity herein will not be interpreted against the drafting Party.

10.7     Further Assurances. Each Party, at the request of the other Party, shall execute and deliver such additional or confirmatory instruments, documents, and acknowledgments and shall take or refrain from taking all other such actions and execute such other documents as such requesting Party may reasonably require to effect the transactions contemplated hereunder.

10.8     Amendments, Waivers, and Consents. This Agreement may not be amended except in a writing signed by an authorized individual of the Parties hereto. No waiver or consent will be binding upon either Party except in a writing signed by the Party making the waiver or giving the consent. No waiver of any provision or consent of any action will constitute a waiver of any other provision or consent of any other action, whether similar. No waiver or consent will constitute a continuing waiver or consent except to the extent specifically set forth in writing executed by the Party making the continuing waiver or giving the continuing consent.

10.9     Headings; Counterparts. The subject headings of the articles and sections of this Agreement are included for the purposes of convenience only and will not affect the construction or interpretation of any of its provisions. This Agreement may be executed in separate written or electronic counterparts by the Parties and will become binding and effective when the Parties’ respective and separate counterparts have been exchanged between the Parties.

Schedule A

Wild + Free IP

The “Wild + Free IP” includes all, copyrights, trademark rights, methods, processes, know-how, research and development, trade secrets, improvements, works derived from any of the foregoing, and confidential and proprietary information contained therein, in and to the following: https://members.bewildandfree.org/branding