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License Agreement

BOUNCE DANCEFIT™
INSTRUCTOR AGREEMENT

This Instructor Agreement (the Agreement) is made between:
1. Bounce DanceFit™ ; and
2. Instructor.

SUMMARY

A. Bounce DanceFit™ designs and provides for the delivery of bespoke dance and fitness routines and merchandising in accordance with the Bounce DanceFit™ branding and commercial practice.
B. Bounce DanceFit™ and the Instructor have agreed that the Instructor shall have, pursuant to the terms of this Agreement, a licence for the purposes of offering Bounce DanceFit™ classes to third parties.

DEFINED TERMS

Bounce DanceFit™ Instruction Materials means, amongst other things, material and instructions, a code of conduct and marketing materials for the delivery of bespoke Bounce DanceFit™ dance and fitness routines to be used by an Instructor.
Licence a non-exclusive licence to deliver Bounce DanceFit™ dance and fitness routines and sell BounceDanceFit™ merchandise in accordance with the material and instructions provided in the BounceDanceFit™ Instruction Materials.
Licence Period means the period from the date of acceptance of this Agreement until terminated.
Licence Fees means the monthly payments required to be made by the Instructor for the Licence set out in this Agreement or under separate cover (such cover having been deemed to include the terms set out in this Agreement).

AGREEMENT

Bounce DanceFit™ and the Instructor agree as follows:
1) Licence For Use
a) In consideration for the payments set out at Clause 2, Bounce DanceFit™ grants to the Instructor a Licence for the Licence Period.
b) The Instructor shall receive the Bounce DanceFit™ Instruction Materials which shall include access to updated choreography.

2) Licence Payment
a) The Instructor shall pay Bounce DanceFit™ the Licence Fees.
b) The Instructor shall set up a direct debit and shall pay Bounce DanceFit™ the Licence Fees on the 23rd day of each month during the Licence Period.
c) Time for payment shall be of the essence.
d) All amounts payable by the Instructor are inclusive of amounts in respect of value added tax chargeable for the time being (VAT).
e) If the Instructor fails to make any payment due to Bounce DanceFit™ by the due date for payment (Due Date) Bounce DanceFit™ shall have the right to charge interest on the overdue amount at the rate of 6% per cent per annum above the then current Royal Bank of Scotland’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

3) Copyright; Trademarks; Intellectual Property Rights
All copyright, trademarks and intellectual property rights in or arising out of or in connection with this Agreement are owned by Bounce DanceFit™ .

4) Covenants of The Instructor
The Instructor confirms that during the term of this Agreement:
a) The Instructor shall, at all times, be a duly accredited Instructor and shall not, where such Instructor’s licence has been suspended or revoked, undertake any classes or promotion (or any other related matter) on behalf of Bounce DanceFit™ ;
b) The classes taught by the Instructor will conform to the standards set by Bounce DanceFit™ (as explained on the Instructor training course, published in the Bounce DanceFit™ Instruction Materials, and as otherwise identified by Bounce DanceFit™ , at its sole discretion);
c) The Instructor shall not undertake any classes with the assistance of any person who is not a duly accredited Bounce DanceFit™ Instructor;
d) Except where otherwise agreed, the Instructor shall ensure that only choreography featured on the official Bounce DanceFit™ playlist will be used;
e) The Instructor shall ensure and be responsible for acting in accordance with any laws relating to email and mass marketing of the public;
f) The Instructor shall, at all times, abide by the Bounce DanceFit™ Code of Conduct;
g) The Instructor shall not (directly or indirectly) market, produce, sell or distribute any non-official BounceDanceFit™ merchandise to any third party who has:
i) attended a Bounce DanceFit™ class;
ii) expressed an interest in doing so; or
iii) expressed an interest in wearing or utilising Bounce DanceFit™ merchandise, whether they have attended a Bounce DanceFit™ class or event or not, without (in all cases) the express written permission of Bounce DanceFit™ .

5) Marketing; Promotion
The Instructor agrees to use the Bounce DanceFit™ brand and trademark and as otherwise set out (in writing or otherwise) by Bounce DanceFit™ as follows:
a) The Instructor may undertake marketing and promotion in accordance with the Bounce DanceFit™ marketing guide and code of conduct;
b) The Instructor may only use the Bounce DanceFit™ trademark as instructed in the Bounce DanceFit™ marketing guide;
c) The Instructor can sell official Bounce DanceFit™ merchandise to class participants;
d) The Instructor can set up a Bounce DanceFit™ related Facebook page, Twitter account, Instagram account or other social media account that uses the Bounce DanceFit™ brand name providing that such page or account references (together) Bounce DanceFit™ , the Instructor and a particular location, where Bounce DanceFit™ is held by that Instructor. In all other circumstances, Bounce DanceFit™ must give their permission to set up a Bounce DanceFit™ related Facebook page, Twitter account, Instagram account or other social media account;
e) The Instructor shall not set-up a website which uses the Bounce DanceFit™ brand name in its domain name;
f) The Instructor shall not share any video of Bounce DanceFit™ classes or routines lasting more than 30 seconds with the general public;
g) The Instructor must not alter the appearance of the Bounce DanceFit™ logo including, but not limited to, the proportion, colour and font; and
h) The Instructor must not share or re-sell any marketing materials obtained from Bounce DanceFit™ .

6) Infringement Notification And Proceedings
a) The Instructor shall promptly notify Bounce DanceFit™ if they are aware of any unauthorized use of the Bounce DanceFit™ brand, trademark, marketing materials or any other facet of the Bounce DanceFit™ business; and
b) The Instructor shall co-operate with Bounce DanceFit™ in enforcing and protecting the Bounce DanceFit™ brand, trademark, marketing materials or any other facet of the Bounce DanceFit™ business. Bounce DanceFit™ Instructor.

7) Insurance; Licences
The Instructor agrees that it shall, at their own cost and expense, have and maintain, at all times, all necessary:
a) general public liability insurance;
b) employers liability insurance;
c) any further insurances deemed typical of any venue where activities contemplated by this Agreement are undertaken; and
d) any relevant licences required (such as a music licence, as appropriate).

8) Limitation of Liability
a) Nothing in this Agreement shall limit or exclude the liability of the Instructor or Bounce DanceFit™ for:
i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
ii) fraud or fraudulent misrepresentation.
b) Bounce DanceFit™ shall under no circumstances whatever be liable to the Instructor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement.
c) The total liability of Bounce DanceFit™ to the Instructor in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the remaining value of the Licence to the Instructor once cancelled or terminated.
d) Except as set out herein, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

9) Termination
a) Without limiting its other rights or remedies, each party may terminate the Licence by giving written notice to the other party if:
i) the other party commits (following due warning) a material breach of this Agreement and fails to remedy that breach within a reasonable time of that party being notified in writing of the breach;
ii) the other party suspends or ceases or it is likely that it is unable to carry on all or a substantial part of its business.
b) Without limiting its other rights or remedies, Bounce DanceFit™ may terminate this Agreement with immediate effect by giving written notice to the Instructor if the Instructor fails to pay any amount due on the due date for payment.
c) Without limiting its other rights or remedies, each party shall have the right to cancel the Agreement by giving the other party one month’s written notice.

10) Consequences of Termination
a) On termination of the Licence for any reason:
i) the Instructor shall immediately pay to Bounce DanceFit™ all outstanding unpaid actual or pending invoices; and
ii) the parties shall return any materials which have not been fully paid for.
b) The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry; and
c) Clauses which expressly or by implication have effect after termination shall continue in full force and effect. Bounce DanceFit™ Instructor Licence Agreement | November 2015 Page 3 of 1

11) Renewal; Amendment
a) The Licence will automatically renew at the end of the Licence Period (for an equivalent period) until the Agreement is cancelled. To cancel the membership you must send us an email to franco@bouncedancefit.com one month before the expiration of your membership requesting the cancellation so that it is not renewed.
b) Bounce DanceFit™ may (acting reasonably) amend this Agreement at any time by giving the Instructor written notice.
c) If the Licence is terminated by Bounce DanceFit™ but the Agreement has not been breached, then any unused Licence Fees will be paid to the Instructor.

12) Assignment and Subcontracting
a) Bounce DanceFit™ may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Licence and may subcontract or delegate in any manner any or all of its obligations to any third party or agent.
b) The Instructor may not, without the prior written consent of Bounce DanceFit™ , assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

13) Notices
a) Any notice or other communication required to be given to a party under or in connection with this Agreement shall either be in email (duly receipted), or in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

14) Waiver
A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15) No Partnership
Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16) Third Parties
A person who is not a party to this Agreement shall not have any rights under or in connection with it.

17) Variation
Except as set out in this Agreement, any variation, including the introduction of any additional terms and conditions shall only be binding when agreed in writing.

18) Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.
I hereby agree to the above agreement in relation to trading as a Bounce DanceFit™
Instructor.
Instructor
Name (BLOCK CAPITALS):
Signature:
Date:
On behalf of Bounce DanceFit™
Franco Conquista
Creator, Bounce DanceFit™
Signature:
Date: