Terms of Use Agreement

The purpose of this site is to help connect ski instructors (Instructors) and those looking for ski instruction (Students).  Students include a person participating in a lesson and a person who uses this site to assist a participant in finding an Instructor.  Ski Instructor Finder, LLC (Company) does not employ or contract with any of the Instructors who have access to this site.  Company has not evaluated any of the Instructors on this site.  Company encourages Students to complete their own due diligence when deciding whether to engage the services of an Instructor.  Company has not evaluated any of the Students on this site.  Company encourages Instructors to complete their own due diligence when deciding whether to accept a Student.  

In order to have access to this site, you must register.  By registering, you (Indemnifier) agree to indemnify Company (Indemnitee) against any and all claims arising out of the participation in the Activity.  “Activity” means any interaction between an Instructor and a Student, an Instructor and an Instructor, a Student and a Student or any other registrant on this site.  The Indemnitee shall be indemnified against any and all liability that may result during or after the Activity.  “Indemnifier” means any person registering for access to this site and any person for whom a registrant is acting.  If you are not the person participating in ski instruction, whether as an Instructor or as a Student, by registering, you are acting as the participant’s agent and agreeing to all terms herein on his or her behalf.

Indemnification.  The Indemnifier will hold harmless and indemnify the Indemnitee against any and all claims and actions, civil and criminal, arising out of the participation of the Indemnitee in the Activity, including, without limitation, expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising or resulting from the Indemnitee’s participation in the Activity.  

Authorization of Indemnification. In any case where the Indemnitee requires indemnification, if the Indemnifier disagrees with the determination of the Indemnitee then the matter must be referred for review and determination to independent legal counsel reasonably satisfactory to the Indemnitee. In all cases the Indemnifier will bear all costs of any independent determination.  The Indemnifier will bear the burden of proving that indemnification is not appropriate.

Assumption of Defense. On being notified of any impending action or claim, the Indemnifier may, at its own Expense, participate in the defense of any action or claim and may, alone or with any other indemnifying party, assume the defense against the action or claim using counsel that are reasonably satisfactory to the Indemnitee. 

Once the Indemnifier has notified the Indemnitee of the intention to assume the defense, the Indemnifier will no longer be liable to the Indemnitee for any further legal or other Expenses subsequently incurred by the Indemnitee in relation to the defense of the claim. Once the Indemnifier provides notice to the Indemnitee that the defense of claim has been assumed by the Indemnifier, the Indemnitee may employ or continue to employ its own legal counsel however any fees or Expenses incurred by the Indemnitee subsequent to the notice of assumption of defense by the Indemnifier will be the sole responsibility of the Indemnitee.

Failure to Defend. If the Indemnifier elects not to assume the defense against the claim or action then the Indemnitee may defend against the claim or action in any manner the Indemnitee deems appropriate. The Indemnifier will promptly reimburse the Indemnitee for expenses, judgments, fines, settlements and any other amounts actually and reasonably incurred in connection with the defense of the claim or action.

Settlement and Consent. The Indemnitee will not settle any claim or action without first obtaining the written consent of the Indemnifier. The Indemnifier will not be liable for any amounts paid in settlement of any claim or action where written consent of the Indemnifier was not first obtained. The Indemnifier will not unreasonably withhold consent to any settlement.

The Indemnifier will not settle any claim or action without first obtaining the written consent of the Indemnitee. The Indemnitee will not unreasonably withhold consent to any settlement.

Cooperation. The Indemnifier agrees to cooperate in good faith and use best efforts to ensure that the Indemnitee is indemnified and reimbursed for any and all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the defense of any claim or action resulting from the participation of the Indemnitee in the Activity.

The Indemnitee agrees to cooperate in good faith and provide any and all information within the Indemnitee’s power as required for the defense of any claim or action and also to provide any and all information within the Indemnitee’s power as required to help in a determination of indemnification as described under the Authorization of Indemnification section.

Expenses. No costs, charges or expenses for which indemnity will be sought under this Agreement may be incurred without the Indemnifier’s written consent. Any required consent must not be unreasonably withheld.

All reasonable expenses incurred by the Indemnitee to enforce this Agreement, and all costs of defending any Third Party claims or actions brought against the Indemnitee under this Agreement will be the sole responsibility of the Indemnifier.

Advance of Expenses.  At the written request of the Indemnitee, the Indemnifier will advance to the Indemnitee any expenses, including lawyers’ fees, incurred by the Indemnitee in defending any action brought against the Indemnitee. Where reasonable, and to minimize hardship to the Indemnitee, advance payments may be made prior to the disposition of any claim.

The Indemnitee agrees to repay to the Indemnifier any advance payments on expenses where a determination is ultimately made that the Indemnitee is not entitled to indemnification for reasons described under the Indemnification and the Exceptions to Indemnification sections.

Payments. All payments made by the Indemnifier to the Indemnitee will be made in full in immediately available funds within sixty (60) days of receipt of Notice of Indemnity from the Indemnitee and without deduction for any counterclaim, defense, recoupment, or set-off.

Any Notice of Indemnity sent by the Indemnitee to the Indemnifier must be made in writing and contain a full listing of the items to be covered in the payment. Any payment made by the Indemnifier to the Indemnitee will contain a listing of items covered under the payment.

Enforcement. If any right or remedy claimed by the Indemnitee under this Agreement is denied or is not paid by the Indemnifier, or on its behalf, within sixty (60) days after a written Notice of Indemnity has been submitted by the Indemnitee to the Indemnifier, the Indemnitee may then bring suit against the Indemnifier to recover any unpaid amounts and if successful in whole or in part, the Indemnitee will be entitled to be paid any and all costs related to resolving the claim.

Where a determination as described under Authorization of Indemnification concludes that the Indemnitee’s behavior is not entitled to indemnification, this will not create a presumption that the Indemnitee is not entitled to indemnification under this Agreement.

Duration.  The rights and obligations of the Indemnitee and the Indemnifier under this Agreement will continue: 

1. so long as the Indemnitee is or will be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative that results from the participation of the Indemnitee in the Activity; or
2. until terminated by an agreement in writing signed by both the Indemnifier and the Indemnitee.

Unlimited Indemnification. Under this Agreement, indemnification will be unlimited as to amount.

Full Release. Only payment and satisfaction in full of all amounts and charges payable under this Agreement and the due performance and observance of all terms, covenants and conditions of this Agreement will release the Indemnifier and the Indemnitee of their obligations under this Agreement.

Further Action. No action or proceeding brought or instituted under this Agreement and no recovery from that action or proceeding will be a bar or defense to any further action or proceeding which may be brought under this Agreement by reason of any further failure in the performance and observance of the terms, covenants and conditions of this Agreement.

Subrogation. In the event that any indemnity payment is made under this Agreement, the Indemnifier will be subrogated to the extent of this payment to all of the rights of recovery of the Indemnitee. The Indemnitee will take all action required and provide all information necessary to secure these rights and to fully enable the Indemnifier to take any action to enforce these rights in the recovery of the indemnity payment.

Amendments. This Agreement may only be amended, terminated or cancelled by an instrument in writing, signed by both the Indemnifier and the Indemnitee.

Assignment.  The rights and obligations of the Indemnifier as existing under this Agreement may not be assigned, in whole or in part, without the prior written consent of the Indemnitee.

The rights and obligations of the Indemnitee as existing under this Agreement may not be assigned, either in whole or in part, without the prior written consent of the Indemnifier.

Joint and Several Liability. If two or more persons act as Indemnifier in this Agreement or if the Indemnifier is a partnership consisting of two or more partners, then the liability under this Agreement will be joint and several for each co-Indemnifier.

Confidentiality. Both the Indemnifier and the Indemnitee and their respective employees and agents will at all times maintain confidential all information pertaining to this Agreement except where required to disclose under any regulatory or other competent authority or as otherwise required by law.

Notices.  Any notices or deliveries required in the performance of this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Parties to this Agreement at the addresses contained in this Agreement or as the Parties may later designate in writing.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado.  

Jurisdiction. The courts of the State of Colorado are to have jurisdiction to decide and settle any dispute or claim arising out of or in connection with this Agreement.

General Provisions. Any failure of either Party to enforce any of the terms, covenants and conditions in this Agreement does not infer or permit a further waiver of that or any other right or benefit under this Agreement. A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.

This Agreement will pass to the benefit of and be binding upon the Parties’ respective heirs, executors, administrators, successors, and permitted assigns.

The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

All of the rights, remedies and benefits provided in this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law or equity that the Parties may have now or may acquire in the future.

Time is of the essence in this Agreement.

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.