AHA Hypnotherapists Directory Agreement
This Agreement (the "Agreement") is made and entered between you, the Hypnotherapiest, and the American Hypnosis Association, AHA in cooperation with Hypnosis Motivation Institute, hereafter referred to as "HMI/AHA".
In consideration of the covenants and conditions hereinafter set forth, HMI/AHA and Hypnotherapist agree as follows:
1. Hypnotherapist
The sole relationship between the Hypnotherapist and HMI/AHA is that HMI/AHA is providing Hypnotherapist a listing on the hypnosis.edu hypnotherapies directory. In providing services to clients, the Hypnotherapist is acting independently and not under the direct control or supervision of HMI/AHA.
2. Term of Agreement
The Hypnotherapist's listing on the directory shall remain in effect for as long as the Hypnotherapist remains a member in good standing with the AHA and meets all other requirements of the directory. The requirements of the directory are at the sole discretion of HMI/AHA and are subject to change without notice. HMI/AHA retains the right to refuse or terminate a Hypnotherapist’s listing on the directory for any reason at its sole discretion.
3. Services Provided by HMI/AHA
HMI/AHA provides an online listing of their completed biography form. Tenant is responsible for accurately and completely filling out the biography form. Tenant must submit an acceptable professional portrait photo in an acceptable format. This photo and biography description must meet the standards set by HMI/AHA. HMI/AHA retains the right to refuse any photo or biography description for any reason without explanation.
4. Business to be Conducted
The only business which the Hypnotherapist is authorized to advertise on the HMI/AHA Hypnotherapists Directory is that of Hypnosis and/or Hypnotherapy, as allowed by California's Business and Professions Code 2908 or as authorized by the state in which the Hypnotherapist operates their private practice. The Hypnotherapist also agrees to conduct such services in accordance with all Federal, State, and local laws and regulations applicable to their profession. The Hypnotherapist agrees to conduct themselves in a manner that reflects ethics and business practices that are appropriate for a counseling professional.
5. Tenant's Services not to Include Psychotherapy
Tenant shall not advertise or provide psychotherapy on the HMI/AHA Directory unless Tenant has a current valid license from the state in which they practice to do so.
6. Non-Discrimination Policy
HMI/AHA's policy is not to discriminate based on race, national origin, color, physical or mental disability, creed, age, or sexual orientation. Hypnotherapist agrees not to engage in such discrimination and understands that engaging in such discrimination is grounds for termination of the listing.
7. Compliance with Laws
The Hypnotherapist shall comply with all applicable State and Federal laws and regulations governing Tenant's business and the failure to do so shall constitute a breach of this Agreement. Sexual, social or business relationships between clients and Hypnotherapists are unethical and are strictly forbidden by HMI/AHA.
8. Indemnity
The Hypnotherapist agrees to indemnify, defend, and hold the AHA and HMI and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorney's fees) arising out of, or in connection with any breach of this Agreement by Hypnotherapist.
The Hypnotherapist agrees to indemnify, defend, and hold the AHA and HMI and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorney's fees) arising out of, or in connection with any claim by any client of Hypnotherapist against the AHA or HMI.
9. Insurance
The Hypnotherapist agrees to carry professional liability/malpractice insurance in the amounts of $1,000.000 and $3,000,000, relative to any professional services. The failure to continuously maintain such insurance shall be deemed a breach of this Agreement. Hypnotherapist agrees to provide HMI/AHA proof of insurance at anytime within 10 days of written request.
10. Relationship of Parties
The Hypnotherapist has a listing on the HMI/AHA Hypnotherapist Directory only. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee that the lease will be renewed, or as a limitation upon HMI/AHA providing listings to any other tenant practicing a similar business. Nothing in this agreement shall be construed as creating a supervisor-supervisee relationship. The Hypnotherapist agrees to inform all clients that the relationship between the Hypnotherapist and HMI/AHA is that of having a listing on the directory and that the Hypnotherapist alone is responsible for their Federal and State Taxes, Withholding, Social Security, insurance, and other benefits.
11. Advertising
The Hypnotherapist shall not through advertising or any other device suggest to the public that they are an employee of the AHA or HMI, or that there is any other relationship between Tenant and AHA and HMI other than having a listing in the directory. The Hypnotherapist shall not engage in any advertising which is false or misleading regarding their qualifications or business. The Hypnotherapist shall not represent themselves to any advertiser as an agent of the AHA or HMI. The Hypnotherapist shall hold the AHA and HMI harmless and shall indemnify the AHA and HMI from any liability resulting from the Hypnotherapist’s advertising.
12. Attorney's fees
Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Tenant's relationship with the AHA or HMI, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorney's fee and costs in such legal proceedings from the non-prevailing party or parties.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.
14. Entire Agreement
This Agreement, and accompanying Lease Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
15. Amendment
This Agreement, like the accompanying Lease Agreement, may be amended only by a written amendment, signed by Tenant and the Director or General Manager of HMI.
16. Severability
If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void by a court of competent jurisdiction, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
17. Construction
The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
18. Rights Cumulative
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
19. Non-Waiver
No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of HMI, by an officer of HMI or other person duly authorized by HMI.
20. Termination
The HMI/AHA may terminate this Agreement at any time with or without cause. In the event that any one of the following occurs, HMI/AHA shall have the right to immediately terminate this Agreement:
- HMI/AHA being advised of any claim of sexual conduct, sexual solicitation or sexual harassment against the Hypnotherapist.
- HMI/AHA being advised of any allegation of an improper business relationship between Tenant and a client of Hypnotherapist.
- Hypnotherapist’s failure to remain member in good standing of the AHA
HMI/AHA is not required to investigate the accuracy of any such claims of improper conduct against the Hypnotherapist.
21. Remedy for Breach
The parties hereto agree that, in the event of breach or threatened breach of any covenants of Tenant, the damage or imminent damage to the value and the goodwill of HMI/AHA's business shall be inadequate. Accordingly, the parties hereto agree that in the event of a breach by Hypnotherapist, HMI/AHA shall be entitled to compensatory damages and equitable relief against the Hypnotherapist in the event or any breach or threatened breach of any of such provisions by the Hypnotherapist, in addition to any other relief (including damages) available to HMI/AHA under this Agreement or under law.
22. Notices
Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or register mail, with postage prepaid, to Hypnotherapist's residence (as noted below), or to HMI's principal office, as the case may be.
23. No Assignments or Sublease without Consent of Both Parties
The obligations of both parties under this Agreement are personal and are not subject to assignment or by publication without the express written consent of the other party.
24. Merger
The parties agree that there are no other agreements or understandings between them except as reflected in this Agreement, and that all prior negotiations are superseded by this Agreement.