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Balletone™ Instructor Agreement 5-3-18
This Agreement (“Agreement”) is made as of the date entered below by and between Savvier Fitness, LLC, a California limited liability company (“SF”), and the fitness instructor individual listed below (“Instructor”) (sometimes referred to collectively as “the parties”). SF is engaged in the business of, among other things, marketing and distributing a fitness program / product marketed under the trademark Balletone™ which utilizes a fusion of ballet dance and barre exercise formats and training guidance (the “Product”). Instructor is independent from SF and provides fitness instruction for classes at health facilities and/or other locations for which the Instructor is employed and/or is contracted with to provide such fitness services. As of the date provided below, the Instructor has attended and successfully completed the initial Balletone™ Certification Program. NOW THEREFORE, in consideration of the above premises and the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows: Grant of Rights. For a term of two years, SF grants Instructor the non-exclusive limited rights to use the Product in teaching fitness classes (group exercise and/or personal training) and to utilize SF’s Product trademark(s) and Product tradename(s) in conjunction with such fitness classes. Additionally, during the term, SF grants Instructor access to utilize SF’s proprietary website for the Product which provides additional training materials and class design, subject to pricing and terms as defined in the sole discretion of SF. Such grant of rights shall be limited to on-site in person instruction by Instructor and on-line training as facilitated through the Product website, but shall not include televised, recorded or broadcast instruction in any format, unless approved in writing in advance by SF in its sole discretion. The Instructor and the facility where the Instructor holds such Product classes may utilize the Product trademark(s) in the advertisement of such Instructor classes consistent with the conditions herein. Instructor shall not purchase internet urls or key word search terms based on SF’s trademarks or derivations thereof. SF reserves the right in its sole discretion to revoke or modify the rights conveyed in this Agreement and Instructor and any related facility hereby agree to immediately cease using the Product trademarks once requested by SF to do so. Unless SF has terminated otherwise, such grant of rights shall automatically renew for additional two year terms. Use of Product, Trademark and Website. All rights to the Product trademark(s), Product website(s), Product(s) and any derivatives or improvements therein are the sole and exclusive property of SF (and/or parties from which SF has licensed such rights), and all use of the trademark(s) inures to the benefit of SF (and/or parties from which SF has licensed such rights). All rights for the Instructor to use the Product(s), Product trademark(s) and Product website(s) are nonexclusive, shall only be used for purposes as provided in this Agreement and shall not be transferable without SF’s written consent. Only those fitness instructors that are certified to use the Product pursuant to the Balletone™ Certification Program shall be permitted to instruct on any aspect of the Product(s) and any use of the Product trademark(s) for any unauthorized purpose shall be deemed to infringe upon SF’s rights. Instructor shall use the Product trademark(s) only in the forms directed by SF and only for goods and services which meet the standards of quality laid down and approved by SF from time to time. The symbol “™” shall appear in superscript behind the Product trademark (i.e. Balletone™), unless directed otherwise by SF. Instructor agrees to use the Product trademark(s) only as a trademark(s) and not as a descriptive or generic term. Instructor warrants to be a certified fitness instructor in good standing and Instructor agrees to follow and promote the guidelines provided in the Balletone™ Instruction Manual when providing classes and/or individual training using the Product(s). Instructor and/or the Facility where the Instructor teaches shall indemnify and defend SF (and SF’s related parties) for any injury claims that are brought against SF (or SF’s related parties) as a result of Instructor’s and/or Facility’s failure to adequately provide instruction on Product use or to follow the guidelines provided in the Instruction Manual. SF (and SF’s related parties) does not assume any liability for injury, loss or property damage in connection with the Product(s) or Product programs. General Provisions. Instructor will act solely as an independent contractor and shall not be considered, under the terms of this Agreement or otherwise, as having an employee status or the status of an agent or partner of SF, unless agreed otherwise in writing by SF, Instructor shall not receive any compensation from SF as a result of Instructor using the Product, and Instructor shall be solely responsible for seeking compensation from either their class participants and/or the facility at which Instructor teaches. In the event SF does provide any compensation to Instructor, then SF shall not be responsible for withholding or for the payment of social security, unemployment, or disability insurance or any other similar state or federal tax obligations. Instructor acknowledges and agrees that it is Instructor’s sole responsibility to report as income its compensation received from SF and/or others and to make the requisite tax filing and payments to the appropriate federal, state or local tax authority. Instructor hereby gives SF, and their representatives, assigns, and any person, or entity acting under their permission or authority, the irrevocable right to publish, reproduce, distribute and/or otherwise use Instructor’s name, any still or moving photographic image or sound recording of Instructor, in whole or in part, and any statement or endorsement, or any portions thereof , made by Instructor regarding or related to the Product(s) in such manner, for such purposes and with such frequency as SF shall determine in SF’s sole discretion without further compensation or consideration to Instructor and without further authorization by Instructor. Instructor hereby waives all rights of inspection or approval with regard to any recording, taping, reproduction, proposed printed, audio or video publication and/or other use of Instructor’s name, still or moving image, or sound recording and waives any right to enjoin or restrain SF’s distribution and/or marketing of the Product(s). This Agreement will be governed by the laws of the State of California, without regard to conflicts of law principles. If any provision of this Agreement is held to be illegal, invalid or unenforceable in any jurisdiction, then the remaining provisions of this agreement shall remain enforceable. Headings used in this Agreement are for convenience only and have no legal significance. Any modifications to this Agreement must be in writing and signed by both parties. In the event of a dispute arising under or relating to the terms of this Agreement or any breach thereof, the same shall be submitted to binding arbitration pursuant to the Judicial and Mediation Services (“JAMS”) in Los Angeles, California. This Agreement may be executed (i) in two or more counterparts, each of which shall be deemed an original but all of which shall constitute the same Agreement, and (ii) by digital signature (i.e. facsimile, PDF), and digital signatures on a copy hereof shall be deemed authorized original signatures. This Agreement is the entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such matter, which shall have no force and effect. Each party has executed this Agreement without reliance upon any promise or representation or warranty other than those expressly set forth in this Agreement. IN WITNESS WHEREOF, Instructor has agreed to all the above terms and executed this Agreement as of the date first set forth below. If you are entering into this Agreement on behalf of your employer, or if any fitness facility is using any of the Product trademarks, then the license granted and restrictions and limitations recited herein apply to your employer/facility as well as to you as a representative of your employer/facility.
I accept the
Balletone™ Instructor Agreement 5-3-18