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ANGEL INSTRUCTOR AGREEMENT
This ANGEL instructor agreement and grant of rights (“Agreement”) is between (“You” or ‘’you’’) and ANGEL workout, (‘’We’’ or ’’Us’’). By ordering, downloading, or using the ANGEL training program, You agree to be bound by the terms and conditions of this Agreement. If You do not agree, DO NOT access, download or use the Program.
RECITALS
Whereas, ANGEL workout provides a comprehensive fitness teacher training program to women and men interested in teaching their own individual ANGEL workout classes. In addition, ANGEL workout provides regular (non-teacher training) fitness classes and now sells and/or in the future will sell ANGEL workout products and services, including, but not limited to instructional fitness DVD’s and other related fitness products; and
Whereas, Leads merchandise South Africa(Pty)Ltd is the owner of all rights, title and interest in and to the ANGEL trademark, logo and all designs associated therewith, together with the goodwill of the business and the services symbolized thereby; and
Whereas, you have successfully completed the ANGEL workout teacher training program, which enables you to become a party to this License Agreement and to thereby utilize certain defined ANGEL workout intellectual property pursuant to the terms and conditions set out below; and
Whereas, you desire to obtain the rights to use ANGEL intellectual property detailed in this Agreement and ANGEL is willing to license such rights to you on the terms and conditions set forth in this Agreement;
Now therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
(a) Geographic Restriction. There is no geographic restriction. You can teach ANGEL workout anywhere.
(b) Permissible Uses. This Agreement permits you to identify yourself as an ANGEL workout certified instructor, to teach ANGEL workout classes in a live setting, to use the name ANGEL workout in your class title, and to advertise yourself and your classes using ANGEL workout trademarks, logos and service marks. You are NOT permitted to teach others to become ANGEL workout instructors, to sublicense or transfer this license or your certification to anyone else or to use the ANGEL Licensed Intellectual Property for any other purposes. For clarification purposes and as one example only, You are not permitted to videotape or otherwise capture electronically an ANGEL workout Class taught by You (or any other teacher) and sell the electronic version either in tangible form (i.e. DVD, video tape) or as a download or other electronic transfer (i.e. via a downloadable media form from the internet).
(c) Internet, Telecommunications. You will not use ANGEL workout or any confusingly similar term as a domain name (or part of a domain name), or for search engine optimization (SEO) or search engine marketing (SEM), or in any account name, user ID or other handle within any blogs, social networking websites, or any “posting” sites including, but not limited to, Facebook, YouTube, MySpace, Twitter, Instagram. etc., or as part of a name-based phone number including, but not limited to, 1-800-ANGEL workout anywhere in the world, without prior written consent.
(a) Your instructor certificate is valid for the period specified on your certificate and starts from the date of issue of your certificate.
(b) If you are certifying to become an instructor for the first time, your certification program will cost one hundred and ninety-nine United States dollars (US $199) or the then current price and valid for six (6) months.
(c) To remain a Certified ANGEL Instructor in good standing you must renew your certificate by attending and successfully completing the supplemental instructor training certification PRIOR to it expiring. You must also pay the then re-certification fee which is now ninety nine United States dollars (US $99).This re-certification shall be valid for one year.
We reserve the right at our sole discretion to: i. Modify the terms and conditions of the certification process and/or instructor rules and regulations, ii. Define or modify the ongoing instructor requirements or continued education requirements and/or iii. Increase or decrease the fees or cost of any certification course.
The requirements of renewal are intended to assist ANGEL workout in maintaining the current standards and quality of teaching associated with the ANGEL workout Licensed Intellectual Property and to enable You maintain a high level of expertise and proficiency. You will receive a written notice of the renewal term upon successful completion of the requirements.
(a) Definition and Right to Terminate. For the purposes of this Agreement, default by either party shall be deemed to arise upon the failure to cure a breach of any term or obligation of this Agreement for thirty (30) days following written notice from the other party outlining such breach. Upon the occurrence of such default, the non-defaulting party shall have the right to terminate this Agreement upon written notice to the defaulting party;
(b) Rights on Termination. Upon termination upon a default by You, your rights to offer, provide, or use the Program, Proprietary Materials, and the Confidential Information shall terminate.
(a) You acknowledge and agree that you are an independent contractor and not an employee, partner, or agent of ANGEL, and nothing in this Agreement creates any joint venture, partnership or other relationship other than that of licensor and licensee. Upon successful completion of your ANGEL training (evidenced by a completion certificate) and full execution of this Agreement, you can start teaching whenever you feel ready. As an independent contractor, you will make the decisions regarding your business activities, and will be responsible for setting up your own schedule, rates, terms, and agreements, and selecting the facilities or other locations you determine to offer classes or instruction.
(b) As an independent contractor you are fully responsible for and required to pay, any and all federal, state and local income taxes, self-employment taxes, and all other taxes, liability insurance of any kind, and other insurance related to your efforts as an independent contractor. Additionally, You are responsible for any expenses incurred or associated with your activities.
(a) You acknowledge that Ignatius Ajuebor Jnr has gone to great effort and expense to develop and design the ANGEL workouts, teacher training classes, training methods and marketing strategies associated with ANGEL. You further acknowledge that the information associated with the practices, workouts, training methods, marketing strategies, and business processes are proprietary, trade secret information of Leads Merchandise South Africa (Pty) Ltd (“Confidential Information”).
(b) You agree not to use any Confidential Information disclosed to you for any purpose other than to offer and provide ANGEL workout classes. You shall not disclose or permit the disclosure of any Confidential Information to third parties. You agree that you shall take all precautions in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized third parties. Such measures shall include, but not be limited to, the highest degree of care that you utilize to protect your own confidential information of a similar nature, which shall be no less than reasonable care.
(c) The foregoing provisions of this Section 9 shall not apply to any information which: (1) was already known to you when such information was received from ANGEL; (2) was already available to the general public at the time of such receipt; (3) subsequently becomes known to the general public through no fault or yours; (4) is subsequently disclosed by a third party which has the bona fide right to make such disclosure; or (5) is required to be disclosed by law.
(d) During the term of this Agreement, and for a period of six (6) months after the termination of this Agreement for any reason or no reason, you agree not to teach or market, or cause to be marketed any fitness class/program that is substantially similar to the ANGEL workout.
(e) Damages resulting from breach of the terms hereof may be difficult to measure accurately, and injuries sustained by ANGEL from any such breach may be difficult to calculate and remedy. You acknowledge and agree that Leads merchandise South Africa (Pty) Ltd may be entitled to injunctive relief and specific performance of the covenants contained in this Section 9 in addition to any other remedy to which ANGEL may be entitled by law or in equity (including, but not limited to damages).
The ANGEL certificate is deemed a specialty certification. You acknowledge that some fitness facilities and/or government regulation may require you to have a general group exercise certification or other qualifications prior to permitting you to teach an ANGEL Fitness class. It is your responsibility to determine the qualifications and/or certifications necessary to teach classes in the facilities or locations you choose.
Any advertising or marketing activities You conduct in connection with your Certified ANGEL workout Instructor Status must follow the terms and conditions of this Agreement. Those activities must not be discourteous, illegal, offensive, deceptive, misleading, unethical or immoral. You are responsible for the accuracy, legality and legitimacy of any and all content in your advertising, marketing or promotional materials provided to You by us for use in connection with your ANGEL workout Classes, including the ANGEL logo, or any other materials. Without limiting the generality of the foregoing, the following specific provisions also apply:
Welcome to the website. The information, products and services offered by or through the www.angel-workout.com website are made available subject to the following terms and conditions.
Definitions and interpretation:
“intellectual property rights” , includes, but is not limited to copyright, trade mark, patent and other intellectual property rights embodied in or to any material of whatsoever nature on the website, whether it be in the form of text, logos, images, video, audio or otherwise;
“Terms” means these terms and conditions;
“ANGEL”, “ANGEL workout”, “us” “Our” or “We” means Leads enterprise South Africa (Pty) Ltd, the registered legal name of the owner of the website.
“website” means the Angel workout site located at www.angel-workout.com and any part or element thereof; and
“You” and “your” means any person who uses or views the website.
1. License Grant
In order for You to “use” Our Website, We give You certain limited rights. The content of Our Website is protected by international laws, including intellectual property laws like copyright and trademark laws. Since We own or license the rights conveyed by these laws, We grant You a LIMITED, REVOCABLE, NONEXCLUSIVE, NONTRANSFERABLE LICENSE to access the ANGEL services to make personal and noncommercial use of Our content. If you are not willing to be bound by the terms of this license agreement, You are NOT permitted to use or access the ANGEL services or content of the website.
2. Eligibility/Age restriction
You hereby certify that you are at least 18 years of age. Use of the site by children under 18 years of age is strictly prohibited, unless with parental guidance and supervision.
3. Submissions
(a)If You do submit anything to us or post any content, You grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display whatever You sent Us throughout the universe, perpetually, in any media, and without any obligation to compensate You in any form;
(b) You also grant us and Our sublicensees or assigns the right to use your name/image in connection with the content, at Our (or their) option;
(c) You represent and warrant that You own or otherwise control all of the rights to what You submit or post, that it is accurate, that it and its use does not violate this Agreement and will not cause injury to any other person or entity;
(d) You will indemnify us for all claims resulting from your supplying us that material. ANGEL takes no responsibility and assumes no liability for any content resulting from your submission or posts or those of any third party.
4. Communication from You.
When You visit www.angel-workout.com or send emails/faxes/web posting to any representative of the Brand, You are communicating with us electronically.
(a) You consent to receive communications from us via email/fax/web posting. We will communicate with You by email or posting on the website;
(b)You agree that all agreements, notices, disclosures and other communications that we provide to You electronically or otherwise, satisfy any legal requirement that such communications be in writing;
(c)You further understand that by providing your fax number(s) and email address(es), that You consent to receive faxes and emails sent by or on behalf of ANGEL workout.
5. Usage/Monitoring
You may use this site only as intended by ANGEL workout .We are not obligated to monitor the site and is not responsible for the accuracy of the content or any information uploaded, messaged or otherwise posted. ANGEL workout uses reasonable endeavors to ensure the site is free from unauthorized content or content that infringes these terms and conditions of use. We assume no responsibility, or liability for any content posted or uploaded by You or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter on the site.
We reserve the right to delete, move, edit, refuse to post or take other appropriate action, which includes but is not limited to denying access to the site to anyone at any time, at Our sole discretion. All persons are hereby notified that use of the site constitutes consent to such actions, monitoring and auditing.
6. Restrictions and Prohibitions on Use.
your license for access and use of the Site and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use:
You may not;
(a) copy, print , republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved from it;
(b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;
(c) create compilations or derivative works of any Content and Materials from the Site;
(d) use any Content and Materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties;
(e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site;
(f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future;
(g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site;
(i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email;
(2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and
(3) unsolicited telephone calls or facsimile transmissions;
(j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and
(k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of export control laws or regulations.
7. Third Party Links
The content or Our Website may link to other locations through the Internet. There may also be third party intellectual property on Our Website. We do not endorse, guarantee or warranty, express or implied, the content and information available at another site or as a result of Our permitted use of third party rights. Nor do We monitor any linked websites or evaluate the propriety or correctness of any information available at a linked site. We cannot be responsible for the actions of third parties and we urge You to read and understand the policies of all third party sites.
8. No Warranty – Limitation of Liability
(a). The content of the website is for general information purposes only and is provided on an “as is” basis.
(b) While We endeavour to keep the website and its content up to date and correct, We make no representations or warranties of any kind, express or implied, relating to the website or its content. Without prejudice to the generality of the foregoing, We do not warrant that the website will be constantly available, or available at all, or that the information on the website is complete, true, accurate or non-misleading.
(c) your use of the website and its content is entirely at your own risk. We and our officers, directors, affiliates, shareholders, agents, consultants or employees will not, to the fullest extent allowed by law, be liable to You for any damage (whether it be direct, indirect, consequential, incidental, punitive or special) or loss of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable) relating to the use of, or the inability to access or use the website or its content or any functionality, or the use of any linked website, or for any other reason not directly related to Our gross negligence.
(d) If You do not think that the aforesaid exclusions of liability are reasonable, then You must not use the website.
9. Health Disclaimer/liability Release
You should always consult with your physician or other health care professional before starting this or any other diet, workout program or physical lifestyle change to determine if it is right for your needs, lifestyle and to make sure you’re healthy enough to participate in any exercise program.
This site offers health and nutritional information and is designed for educational purposes only. Do not disregard, avoid or delay obtaining medical or health related advice from your healthcare professional because of things you have read on this site. The use of any information provided on this site is solely at your own risk.
You release and hold harmless ANGEL workout and its affiliates and their owners, directors, successors, employees, assigns, licensees, and legal representatives from any liability concerning any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by You arising or resulting directly or indirectly from your use of the Our Services, your purchase and use of ANGEL workout products, your participation in instructor trainings or classes, and your use of the License under this Agreement.
10. Registration/Purchase.
Certain sections of, or offerings from, the Site may require You to register. If registration is requested, You agree to provide us with accurate, complete registration and/or purchase information. your registration must be done using accurate information. Each registration is for your personal use only.
We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.
You represent and warrant that if You are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by You will be honored by your credit card company, and (iii) You will pay the charges incurred by You at the posted prices, including any applicable taxes.
11. Law
1. The website is controlled, operated and administered by us from our offices in the Republic of South Africa.
2. These Terms are governed by the laws of the Republic of South Africa and you consent to the jurisdiction of the Eastern Cape High Court in South Africa in respect of any proceedings arising out of this Agreement that may be brought by us against you
12. Privacy Policy
We are committed to protecting your privacy online. Our primary goal in collecting personal and company information is to provide ANGEL workout members with superior online services and to provide information to the general public about ANGEL workout and its members.
Privacy Notice.
1. What Personal Information about you do we collect.
(a) We receive and store information that You supply to us via our www.angel-workout.com website/ and regular operations. This includes information regarding an order such as your name, company name, email address, billing address, mailing address, billing information, credit card information, shipping address, website usage, password, electronic opt-in options and notifications that You authorized, including but not limited to third party opt-in options. This may also include information provided by You to us via email, phone, customer service, or questionnaire.
(b) All your ordering information – including your name, address and credit card number – is encrypted using a secure server for maximum security. Credit card transactions are handled by an authorized clearing company, which receives the credit card number and process transactions. It is important for You to protect yourself against unauthorized access to your password and to your computer. Be sure to sign off when finished using a shared computer.
(c) We do not share customer information with any non-affiliated companies. We do no sell, trade, or rent your personal information to others
2. What are cookies and what are they used for.
(a) We receive and store certain types of information whenever You come to Our site. We use “cookies” to obtain and determine certain information when your browser accesses the www.angel-workout.com website including, but not limited to, the internet protocol ( IP) address used to connect your computer to the internet, email address, browser type and version operation system and platform.
(b) Cookies are alphanumeric identifiers that we transfer to your computers hard-drive through your web browser to enable Our system to recognize your browser and to provide features for using the www.angel-workout.com
