The Boss Chick Zone

Licensing Agreement

This License Agreement (“Agreement”) is entered into between The Boss Chick Dance Workout Fitness, LLC (“The Boss Chick Dance Workout”), and you (“Instructor”), and is effective as of Instructor’s date of enrollment in The Boss Chick Dance Workout Instructor Network (“THE BOSS CHICK ZONE”) (“New Instructor Effective Date”), or on 1/1/2015 if Instructor was a THE BOSS CHICK ZONE Member before that date. The Boss Chick Dance Workout and Instructor are referred to singularly as a “Party” and collectively as the “Parties.”

The Boss Chick Dance Workout owns The Boss Chick Dance Workout IP (as that term is defined below) and uses the The Boss Chick Dance Workout IP in connection with educational services in the field of dance-fitness (“Services”). Instructor has completed an official The Boss Chick Dance Workout instructor training and desires to become a THE BOSS CHICK ZONE member and make use of the The Boss Chick Dance Workout IP. THE BOSS CHICK ZONE membership is open only to individuals; a business, organization, company or other entity, including a gym, cannot be a THE BOSS CHICK ZONE member.

In consideration of the foregoing, the mutual promises set forth below, and Instructor’s subscription to the THE BOSS CHICK ZONE program, the Parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

1.1. Initial Term & Term. The initial term is for a period to be set by The Boss Chick Dance Workout and shall begin from the New Instructor Effective Date (date of enrollment). Following the Initial Term, the Agreement automatically renews for indefinite successive one-month periods unless The Boss Chick Dance Workout terminates the Agreement or Instructor cancels his/her membership pursuant to The Boss Chick Dance

Workout’s cancellation policy (“Term”).

1.2. The Boss Chick Dance Workout Marks. Means certain word trademarks and/or service marks owned by The Boss Chick Dance Workout, including The Boss Chick Dance Workout®, Act Like A Lady. Dance Like A Boss.TM as well as certain trademarked logos, such logos being attached as Exhibit A.

1.3. The Boss Chick Dance Workout Specialty Marks. Means certain specialty word trademarks and/or service marks owned by The Boss Chick Dance Workout, including The Boss Chick Dance Workout ®, The Boss Chick Dance Workout® Urban Burlesque, as well as certain specialty trademarked logos, such logos being attached as Exhibit B.

1.4. Marks. Means the The Boss Chick Dance Workout Marks and The Boss Chick Dance Workout Specialty Marks.

1.5. The Boss Chick Dance Workout Copyrights. Means certain original literary, dramatic, musical, artistic and other works within the meaning of the U.S. Copyright Act and the Berne Convention used in association with the Marks. The Boss Chick Dance Workout Copyrights are valid, subsisting and in full force and effect.

1.6. The Boss Chick Dance Workout IP. Means the Marks and The Boss Chick Dance Workout Copyrights.

1.7. THE BOSS CHICK ZONE Marks. Means certain word and logo trademarks and/or service marks, including THE BOSS CHICK ZONETM and/or incorporating THE BOSS CHICK ZONETM or the “The Boss Chick Dance Workout: Instructor Network”.

1.8. The Boss Chick Dance Workout Related Parties. Means

The Boss Chick Dance Workout’s affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors and suppliers.

 

2. Grant of License. Subject to the terms hereof, The Boss Chick Dance Workout grants Instructor a limited, nonexclusive, nontransferable, revocable license, without warranty, (i) to use the The Boss Chick Dance Workout Marks to promote and teach Instructor’s The Boss Chick Dance Workout classes and approved events, and to use the THE BOSS CHICK ZONE Marks solely to identify Instructor as a THE BOSS CHICK ZONE member (“License”); and (ii) following completion of a specialty training, to use the The Boss Chick Dance Workout Specialty Marks associated with that specialty (“Specialty Mark License”) (e.g., following a The Boss Chick Dance Workout® training, Instructor may use the The Boss Chick Dance Workout marks to promote and teach The Boss Chick Dance Workout® classes).

 

2.1. Territory. The License and Specialty Mark License are not valid in any country to which the U.S. restricts trade or where exercising rights hereunder would violate any law, regulation or ordinance.

 

2.2. Affiliation. All uses of the The Boss Chick Dance Workout IP must be made in accordance with this Agreement and cannot imply an affiliation with any third party, including an implied affiliation with any brand, organization or company, and/or with any individual not licensed hereunder. Where Instructor wishes to use the name, logo or marks of a third party in connection with the The Boss Chick Dance Workout IP, Instructor must obtain The Boss Chick Dance Workout’s prior approval. Notwithstanding the foregoing, Instructor may use the business name, trade name and/or trademark of a gym or facility where a The Boss Chick Dance Workout class or approved event is being held, so long as such use is subordinate to the Marks and the use is permitted by the gym or facility.

 

2.3. Disparagement. Instructor must not make any unsavory remarks or comments and/or create any materials or content that The Boss Chick Dance Workout determines, in its discretion, dilutes, disparages, or is detrimental to the The Boss Chick Dance Workout IP, the The Boss Chick Dance Workout brand or the goodwill associated therewith. Instructor agrees to promptly comply with any instructions from The Boss Chick Dance Workout, including the removal, deletion or withdrawal of such remarks, content or materials.

 

2.4. Ownership of the The Boss Chick Dance Workout
IP. The Boss Chick Dance Workout owns all right, title and interest in the The Boss Chick Dance Workout IP and Instructor must not take any action inconsistent with The Boss Chick Dance Workout’s ownership thereof. Instructor’s use of the The Boss Chick Dance Workout IP inures to the sole benefit of and is on behalf of The Boss Chick Dance Workout. In that regard, The Boss Chick Dance Workout shall own all live performance copyright rights in and to any The Boss Chick Dance Workout classes or events taught by Instructor, including any copyright rights in the filming, recording, streaming, uploading or reproduction of such classes or events. Nothing in this Agreement gives Instructor any right, title or interest in the The Boss Chick Dance Workout IP other than the right to use the The Boss Chick Dance Workout IP as permitted herein. Instructor must not contest The Boss Chick Dance Workout’s ownership of the The Boss Chick Dance Workout IP, the validity or enforceability of the The Boss Chick Dance Workout IP, or the validity of this Agreement. Instructor must not register or
attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “The Boss Chick Dance Workout” or the Marks, or any derivations thereof, nor can Instructor assist any party in doing so.

 

3. Fee. Instructor must pay The Boss Chick Dance Workout a subscription fee in an amount to be set by The Boss Chick Dance Workout (“Fee”), each and every month during the Initial Term and Term. The Fee is subject to change at The Boss Chick Dance Workout’s discretion. The Boss Chick Dance Workout reserves the right to establish, revise, modify or amend its billing practices, methods and fees, including its collection practices, payment practices, and fees for content or services provided on its website(s). Instructor agrees to accept notice of any changes by way of the changes posted on www.bosschickdanceworkout.com. Instructor’s failure to make timely payments due hereunder is a material breach permitting The Boss Chick Dance Workout to terminate this Agreement.

 

3.1. Third Party Payments. The Boss Chick Dance Workout accepts payments of the Fee from third parties (e.g., gyms). It is Instructor’s responsibility to ensure that the Fee is timely paid, regardless of whether the Fee is paid by Instructor or a third party. A third party paying the Fee may, at any time, contact The Boss Chick Dance Workout to cancel payment of the Fee. In the event the third party cancels payment, it is the responsibility of Instructor to ensure that any current and future Fees are timely paid. The Boss Chick Dance Workout will make a reasonable attempt to inform Instructor of a third party’s cancellation of payment. The Boss Chick Dance Workout is not responsible for any loss or damage, including termination of this Agreement, suffered by Instructor as a result of non-payment of the Fee.

 

3.2. Third Party Use of THE BOSS CHICK ZONE
Materials. This Agreement is between the Parties, regardless of whether the Fee is paid by Instructor or a third party. All THE BOSS CHICK ZONE materials distributed to Instructor are the property of The Boss Chick Dance Workout and Instructor. Any other use or distribution of such materials is prohibited, including the use of such materials by a party who pays Instructor’s Fee. Notwithstanding the foregoing, gyms and other facilities hosting Instructor’s The Boss Chick Dance Workout classes or approved events may use marketing materials made available to such parties by The Boss Chick Dance Workout.

 

3.3. Third Party IP Rights. Instructor must not include third party intellectual property rights in materials promoting Instructor’s The Boss Chick Dance Workout classes or approved events without The Boss Chick Dance Workout’s prior approval. However, use of the name of a gym or facility where The Boss Chick Dance Workout classes or approved events are being held is permitted if subordinate to the Marks and the use is permitted by the gym or facility.

 

4. Proper Use of the Marks. Instructor must (i) use the Marks only in the forms shown in Exhibits A and B, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow The Boss Chick Dance Workout’s brand use guidelines; (iii) use the appropriate trademark symbol (® or TM) with each use of a Mark; (iv) follow all instructions, requests and/or demands made by The Boss Chick Dance Workout concerning Instructor’s use of the The Boss Chick Dance Workout IP; and (v) use its best efforts to use the current versions of the Marks as provided by The Boss Chick Dance Workout.

 

4.1. Under License Language. Instructor must use the following “used under license” language on all materials, printed or electronic, which bear the Marks:

The Boss Chick Dance Workout® and the The Boss Chick Dance Workout logos are trademarks of The Boss Chick Dance Workout, LLC, used under license.

 

4.2. Quality Standards. The nature and quality of Instructor’s marketing and services using the Marks must conform to the standards set by The Boss Chick Dance Workout (i) in the instructor training courses and manuals; (ii) at www.bosschickdanceworkout.com (iii) in The Boss Chick Dance Workout’s brand use guidelines; and (iv) in this Agreement. Instructor must cooperate with The Boss Chick Dance Workout in facilitating The Boss Chick Dance Workout’s control over the nature and quality of Instructor’s marketing and services, to permit observation of Instructor’s The Boss Chick Dance Workout classes or approved events, to promptly comply with all instructions from The Boss Chick Dance Workout, and to supply The Boss Chick Dance Workout with evidence confirming compliance with this Agreement.

 

4.3. Compliance With Laws. Instructor must comply with all applicable laws, regulations and ordinances in the country, state and locality in which Instructor teaches The Boss Chick Dance Workout classes and approved events and obtain all appropriate government approvals pertaining to marketing, advertising, or providing Instructor’s services, including any requirements for the instruction of children.

 

4.4. Promotional materials. Instructor may use the Marks on flyers, posters, emails and other printed materials whose sole purpose is to promote Instructor’s The Boss Chick Dance Workout classes or approved events. Such materials must

include the “used under license” language.

 

4.5. Email addresses. Instructor may use “The Boss Chick Dance Workout” or one or more of the The Boss Chick Dance Workout Specialty Marks, for which Instructor is licensed, as part of Instructor’s email address so long as Instructor uses such address solely for the promotion of Instructor’s The Boss Chick Dance Workout classes and approved, related The Boss Chick Dance Workout activities.

 

4.6. Domain Names. Instructor may use “The Boss Chick Dance Workout” or one of the The Boss Chick Dance Workout Specialty Marks, for which Instructor is licensed, as part of Instructor’s domain name for a website promoting only Instructor’s The Boss Chick Dance Workout classes, approved events and related, but subordinate, The Boss Chick Dance Workout apparel, items, and accessory sales. Instructor may not register a domain name containing the other Marks. Registration and/or use of a domain name must adhere to the terms of this Agreement, including the following:

(a) Competing Services/Goods. Under a domain name containing the The Boss Chick Dance Workout mark, Instructor must not sell, offer for sale, advertise or promote any services or goods except Instructor’s The Boss Chick Dance Workout classes, approved events and related, authorized The Boss Chick Dance Workout goods and activities.

(b) Transfer of Domain Name. In the event The Boss Chick Dance Workout determines it needs or desires to own a domain name registered or operated by Instructor incorporating the Marks, Instructor must, at The Boss Chick Dance Workout’s request, immediately transfer such domain name to The Boss Chick Dance Workout. The Boss Chick Dance Workout may reimburse Instructor for reasonable and

documented out-of-pocket costs that Instructor paid to register the domain. The Boss Chick Dance Workout will not reimburse Instructor for any costs incurred in designing Instructor’s website, creating marketing materials, or any other costs incurred in connection with the domain name.

(c) Domain Name Containing Country Name. An Instructor wishing to register or use a domain name containing “The Boss Chick Dance Workout” and the name of a country (e.g., The Boss Chick Dance Workoutaustralia.com or The Boss Chick Dance Workout-brazil.co.br) must obtain The Boss Chick Dance Workout’s approval in advance of such registration.

 

4.7. Internet Uses. Instructor may use the Marks on a website, including blogs and social media sites, where Instructor uses the Marks to promote Instructor’s The Boss Chick Dance Workout classes and approved events in accordance with this Agreement and under the following guidelines:

(a) Trademark Notice. Instructor must include the “used under license” language on the home page of Instructor’s website, which must reference all Marks used on the site.

(b) Link to BossChickDanceWorkout.com. Instructor must include a prominent hyperlink on the home page to www.bosschickdanceworkout.com .

(c) Music. Instructor may use The Boss Chick Dance Workout’s original compositions and such other original tracks that may be released in the future as background music on Instructor’s site. Instructor must not use any other music on Instructor’s site unless he/she has obtained an appropriate license.

(d) Ownership. Instructor must identify his/her self as the owner of Instructor’s Site by indicating his/her legal name on the home page. In addition, Instructor must post the following link on the home page to his/her THE BOSS CHICK ZONE profile: This site is owned and operated by [insert name], a licensed THE BOSS CHICK ZONETM member.

(e) Adwords/Keywords. Instructor must not use any Marks as AdWords, paid search, keywords or otherwise for search engine optimization and/or for creating “sponsored links”.

(f) Social Media Titles. Instructor must include his/her name in the title of any social media page(s) incorporating the Marks. In the case of group pages, all Instructors must be THE BOSS CHICK ZONE members and must be identified on the page. This Section applies to social media pages created and/or used for events. Such exemption requires that Instructor list in the “About Me Section” Instructor’s legal name and a link to his/her profile. This exception does not affect any other provision of the Agreement.

 

4.8. Radio, Television and News Coverage. Instructor must not use the Marks on radio or television without The Boss Chick Dance Workout’s prior approval. Instructor may promote Instructor’s The Boss Chick Dance Workout classes or approved events through live or print news coverage, or through mainstream news organizations or print publishers. In the event of such promotion, Instructor must inform the news organization or publisher of The Boss Chick Dance Workout’s brand use guidelines. With respect to live news coverage, such coverage must not include more than ten minutes of a The Boss Chick Dance Workout class, approved event or The Boss Chick Dance Workout exercise routine without The Boss Chick Dance Workout’s prior approval. In the event Instructor is aware of the coverage, Instructor must notify The Boss Chick Dance Workout by email to bosschickworkout@gmail.com. In the event Instructor is not aware of the coverage in advance, Instructor must promptly notify The Boss Chick Dance Workout after the coverage and, when possible, provide a copy of the article or footage.

 

4.9. Sale of Genuine The Boss Chick Dance Workout Products. Instructor may use the Marks in connection with the resale of genuine The Boss Chick Dance Workout products purchased from The Boss Chick Dance Workout or an authorized distributor, so long as such sales are subordinate to Instructor’s The Boss Chick Dance Workout classes or approved events. Instructor may resell original The Boss Chick Dance Workout products on online trade boards, provided Instructor identifies him/herself in such listings. Except as may be provided for in a separate agreement, Instructor may not sell The Boss Chick Dance Workout products outside of the territory where those products were purchased (e.g., products purchased in the U.S. must be resold in the U.S. and not sold outside the U.S.).

 

4.10. Charitable Fund Raising Services/Other Events. With The Boss Chick Dance Workout’s prior approval, Instructor may conduct The Boss Chick Dance Workout classes or events in connection with fund raising activities for charitable or other worthy causes. Such events can be identified under the name The Boss Chick Dance Workout® Twerkout Fundraiser, The Boss Chick Dance Workout® Charity Event, etc. The The Boss Chick Dance Workout Twerk Fest mark is considered a Mark for this limited, charity event-related use, so long as Instructor has obtained The Boss Chick Dance Workout’s approval. Activities using the The Boss Chick Dance Workout Fest mark must be conducted in accordance with applicable laws. Instructor is responsible for the handling of and proper disbursement of all fundraising related to the event. The Boss

Chick Dance Workout reserves the right to prohibit Instructor from using the The Boss Chick Dance Workout Twerk Fest mark, and/or the other Marks, in connection with any fundraising activities that The Boss Chick Dance Workout determines, in its discretion, is in conflict with this Agreement or is inconsistent with The Boss Chick Dance Workout’s business objectives or interests. Instructor is prohibited from using The Boss Chick Dance Workout’s Fitness-ConcertTM trademark in connection with any event, whether charitable or not. For permission to host a charitable event or other event using the Marks, including the The Boss Chick Dance Workout Twerk Fest mark, Instructor must submit an approval request through bosschickworkout@gmail.com.

 

4.11. Trade Shows/College Classes. With The Boss Chick Dance Workout’s prior approval, Instructor may conduct The Boss Chick Dance Workout classes at trade shows and in classes for college credit. An approval request must be submitted fourteen days in advance to bosschickworkout@gmail.com . Whenever Instructor participates in or conducts such trade shows or classes, Instructor’s name must be listed in any promotional materials. Instructor must not participate in any class using the Marks if any other class-teaching participant is not a THE BOSS CHICK ZONE member.

 

5. Restricted Use of the Marks & The Boss Chick Dance Workout IP. The Boss Chick Dance Workout may use, or license others to use, the The Boss Chick Dance Workout IP in connection with various goods and services. Instructor must not use the The Boss Chick Dance Workout IP for purposes of promoting any certification, workshop, training, instruction, choreography session, or other activity except Instructor’s own The Boss Chick Dance Workout classes or approved events.

Instructor must not use any The Boss Chick Dance Workout IP to identify a gym, workout facility, business or trade name, or any other facility, program or product, except as authorized herein, without The Boss Chick Dance Workout’s prior approval. The Boss Chick Dance Workout reserves the right to remove any content posted on the Internet and/or used by Instructor that violates The Boss Chick Dance Workout’s rights in the The Boss Chick Dance Workout IP.

 

5.1. Never Modify the Marks. Instructor must use the Marks in accordance with the terms of this Agreement and refrain from modifying the Marks (e.g., Instructor must not (i) refer to a class as, for example, “The Boss Chick Dance Workout Shred”, “The Boss Chick Dance Workout Abs Blast” or “The Boss Chick Dance Workout Diva”; or (ii) change the spelling of the Marks, such as, for example, using the phrases “The Boss Chick Dance Workoutfest” or “The Boss Chick Dance Werkout”).

 

5.2. Never Use the Marks in Business or Trade
Names. Instructor must not use the Marks in the name of a business or trade name including, for example, “The Boss Chick Dance Workout Club”, “The Boss Chick Dance Workout Studio”, or “The Boss Chick Dance Workout Dance Fitness Center.”

 

5.3. Never Use the Marks as Verbs or Nouns. Instructor must not use the Marks as nouns or verbs including, for example, “I Love to The Boss Chick Dance Workout”, “Once you The Boss Chick Dance Workout, you’ll be hooked” or “My gym offers The Boss Chick Dance Workout”. Instructor must always use the Marks as adjectives including, for example, “I Love the The Boss Chick Dance Workout® program”, “Once you attend a The Boss Chick Dance Workout® class, you’ll be hooked” or “My gym offers The Boss Chick Dance Workout® classes.”

 

5.4. Never Use the Marks as Titles to Newsletters or Publications. Instructor must not use the Marks, in whole or in part, as titles to print or digital newsletters or publications.

 

5.5. Merchandise. Instructor must not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, CDs, DVDs or promotional items, bearing the The Boss Chick Dance Workout IP or any names, designs or logos similar to the Marks. Notwithstanding the foregoing, Instructor may modify or repurpose official The Boss Chick Dance Workout products for Instructor’s personal use. Modification and repurposing includes, for example, cutting or altering an official The Boss Chick Dance Workout product from its intended use and form into a different use or form. Permitted modification and repurposing expressly excludes the application or combination of any The Boss Chick Dance Workout product or portion thereof, whether bearing the Marks or not, to any other non-The Boss Chick Dance Workout merchandise or products. Instructor must not offer for sale, sell, or distribute modified or repurposed The Boss Chick Dance Workout products.

 

5.6. THE BOSS CHICK ZONE Materials. Instructor must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any THE BOSS CHICK ZONE materials, such as welcome kits, or their contents; training manuals; CDs and DVDs; and videos. Instructor must not play the THE BOSS CHICK ZONE DVDs or videos as part of a class or publicly perform any The Boss Chick Dance Workout video, including of Instructor’s own classes. In the event of termination or cancellation of this Agreement, Instructor must retain Instructor’s THE BOSS CHICK ZONE materials, destroy them or return them to The Boss Chick Dance Workout.

5.7 Choreography. Instructor must not use copy written Boss Chick dance Workout routines, materials, videos, pictures or property to teach, promote, or market  any other format other than The Boss Chick Dance Workout. Boss Chick Dance Workout choreography is reserved exclusively for Boss Chick Dance Workout classes. Only official Boss Chick Dance Workout routines distributed in The Zone or approved by The Boss Chick Dance Workout  may be used in a Boss Chick Dance Workout branded class or for promotion of The Boss Chick Dance Workout brand.

 or 

5.8. Videos/Recording. Instructor must not film, record, stream live video, create DVDs or reproduce in any manner The Boss Chick Dance Workout classes, or otherwise imitate The Boss Chick Dance Workout/THE BOSS CHICK ZONE choreography or music. The Boss Chick Dance Workout videos, CDs and DVDs are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without The Boss Chick Dance Workout’s prior approval is prohibited.

 

5.9. Mobile Applications. Instructor must not use the The Boss Chick Dance Workout IP in connection with a mobile application, including in the title, icon and content of the application.

 

5.10. Program Names. Instructor may only use the program names for which Instructor is licensed to teach. Instructor must not alter the The Boss Chick Dance Workout program names or create his/her own program names (e.g., The Boss Chick Dance Workout® Urban Burlesque cannot be called “ The Boss Chick Dance Workout Heels” and The Boss Chick Dance Workout® Urban Burlesque classes can only be taught by an Instructor who has a Specialty License to teach the The Boss Chick Dance Workout® Urban Burlesque program).

 

6. Termination. The Boss Chick Dance Workout may immediately terminate this Agreement and Instructor’s THE BOSS CHICK ZONE membership at any time, with or without cause, by giving Instructor written notice. Upon termination without cause, any Fee paid but not used will be returned to Instructor.

 

6.1. For Cause. The Boss Chick Dance Workout has the right to terminate this Agreement upon written notice in the event Instructor breaches this Agreement or as a result of any action or conduct by Instructor that The Boss Chick Dance Workout deems detrimental to the The Boss Chick Dance Workout IP, the The Boss Chick Dance Workout brand or the goodwill associated therewith. The Boss Chick Dance Workout may, in its discretion, provide Instructor with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Instructor.

 

6.2. Effect of Termination. Upon termination, Instructor must immediately (i) discontinue use of the The Boss Chick Dance Workout IP, including in any websites or email addresses used by Instructor; (ii) comply with this Agreement concerning THE BOSS CHICK ZONE materials; and (iii) transfer all domain names incorporating the Marks to The Boss Chick Dance Workout. All rights in the The Boss Chick Dance Workout IP and the goodwill associated therewith remain the exclusive property of The Boss Chick Dance Workout.

 

7. Cancellation by Instructor. Instructor may cancel this Agreement at any time after the Initial Term subject to the terms, conditions and processes set forth by The Boss Chick Dance Workout. If Instructor cancels this Agreement prior to the expiration of the Initial Term, Instructor must pay a termination fee in an amount set by The Boss Chick Dance Workout. The Boss Chick Dance Workout’s “Cancellation” policy can be found on www.bosschickdanceworkout.com

 

8. Third-Party Infringement. Instructor must promptly notify The Boss Chick Dance Workout of any unauthorized use of the The Boss Chick Dance Workout IP by a third party for which Instructor becomes aware. The Boss Chick Dance Workout has the sole right and discretion to take action, including bringing action involving the The Boss Chick Dance Workout IP and retaining the proceeds of any settlement or recovery in such

action. Instructor agrees to cooperate with The Boss Chick Dance Workout in enforcing and protecting the The Boss Chick Dance Workout IP.

 

9. Interpretation & Enforcement. This Agreement will be construed in accordance with the laws of the U.S. and the State of Florida. Any legal action arising from or relating to this Agreement must be brought in a state or federal court located in Broward County, Florida. The Parties waive any challenge to personal jurisdiction or venue in those courts. The prevailing Party in any such action is entitled to recover its attorneys’ fees and costs. The Parties expressly waive the right to a jury trial in any action relating to this Agreement. Any judgment by a court under this Section is fully enforceable in Instructor’s country of residence.

 

10. Acceptance of and Modifications to Agreement. Payment of the Fee pursuant to this Agreement and/or completing the click-through process and/or The Boss Chick Zone subscription enrollment shall be effective as an original signature and constitutes Instructor’s acceptance to the terms hereof. Instructor acknowledges that he/she has read and understands this Agreement in its entirety and that this Agreement may be modified at The Boss Chick Dance Workout’s discretion. Such changes may be effected by The Boss Chick Dance Workout’s posting of a change notice or new agreement on www.bosschickdanceworkout.com . Such modified terms are deemed incorporated herein and made part hereof. The Boss Chick Dance Workout will make commercially reasonable efforts to notify Instructor of all modifications prior to implementation. The enforceability of such changes is not contingent upon actual notification, provided that The Boss Chick Dance Workout has posted the changes on www.bosschickzone.com . In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy is to terminate this Agreement. Instructor must monitor www.bosschickzone.com for changes to this Agreement.

 

11. Parties’ Relationship. The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties, nor shall The Boss Chick Dance Workout be deemed to be acting in a fiduciary capacity with respect to Instructor. Instructor has no authority to make or accept any offers or representations on behalf of The Boss Chick Dance Workout or to act for or bind The Boss Chick Dance Workout in any manner. Instructor must not make statements or take actions that may contradict the relationship set forth herein or confuse or mislead any person regarding the nature of the Parties’ relationship.

 

12. Disclaimer & Limitation of Liability. The Boss Chick Dance Workout makes no representations or warranties, express or implied, with respect to THE BOSS CHICK ZONE, the The Boss Chick Dance Workout Services, or any The Boss Chick Dance Workout-related products, including warranties of fitness, merchantability or non-infringement. Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will The Boss Chick Dance Workout or the The Boss Chick Dance Workout Related Parties be liable to Instructor or any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of The Boss Chick Dance Workout has been advised of or should have known of the possibility of such damages. The Boss Chick Dance Workout makes no representation that the operation of The Boss Chick Dance Workout’s website(s) will be uninterrupted or error-free. The Boss Chick Dance Workout is not liable for the consequences of any interruptions or errors, although The Boss Chick Dance Workout will make commercially reasonable efforts to correct errors or interruptions. In no event will The Boss Chick Dance Workout be liable for any damages in excess of the Fees paid by Instructor during the six-month period preceding the date on which a claim arises.

13. Indemnification. Instructor agrees to indemnify, defend and hold harmless The Boss Chick Dance Workout and the The Boss Chick Dance Workout Related Parties from any and all losses, liabilities, damages and expenses (including attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of any (i) criminal and/or negligent acts of Instructor; (ii) breach by Instructor of this Agreement; or (ii) other act or omission of Instructor.

 

14. Nature of Services. The Boss Chick Dance Workout classes or events may not be safe or appropriate for everyone. Any information The Boss Chick Dance Workout may provide to Instructor through a The Boss Chick Dance Workout training, in The Boss Chick Dance Workout materials, or on The Boss Chick Dance Workout’s website(s) regarding health and fitness is intended solely as educational aids and are not substitutes for medical advice. Instructor is encouraged to seek medical advice before providing the Services, or if Instructor experiences any medical condition affecting Instructor’s ability to provide the Services. Instructor must ensure that he/she complies with all applicable laws, regulations and ordinances governing the instruction of children in the country, state and locality where Instructor teaches. The Boss Chick Dance Workout and the The Boss Chick Dance Workout Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Instructor based on the information, services, or other material provided by The Boss Chick Dance Workout. While The Boss Chick Dance Workout strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, The Boss Chick Dance Workout and the The Boss Chick Dance Workout Related Parties do not guarantee, and will not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Instructor releases from liability, and holds harmless The Boss Chick Dance Workout and the The Boss Chick Dance Workout Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Instructor’s provision of the Services. If Instructor is injured providing the Services, Instructor assumes any financial obligations for any medical costs Instructor may incur. The Boss Chick Dance Workout assumes no responsibility for any medical expenses, injury, or damages suffered by Instructor, or Instructor’s students, in connection with the provision of the Services.

 

15. Notices. Any notice, request, demand or other communication given hereunder may be given to a Party at the addresses set forth below. Any notice or request hereunder must be given by registered or certified mail, return receipt requested; courier; or, e-mail.

If to The Boss Chick Dance Workout: Chief Legal Officer, The Boss Chick Dance Workout, LLC, 1030 NW 124th Street, North

Miami, FL 33168

If to Instructor: To the email address on Instructor’s THE BOSS CHICK ZONE registration or on his/her profile page or website.

 

16. No Waiver & Reservation of Rights. The Boss Chick Dance Workout LLC's failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. The Boss Chick Dance Workout reserves all rights not granted herein. To submit questions regarding this Agreement please email bosschickzone@gmail.com.