This Membership and License Agreement (“Agreement”) is made and entered into between Zumba Fitness, LLC (“Zumba”), and you (“Instructor”), and shall be deemed effective as of instructor’s date of enrollment in the Zumba® Instructor Network (ZIN) (the “Effective Date”) or December 15, 2011 if Instructor was a ZIN Member before that date. Instructor agrees that the click-through agreement required to accept this Agreement shall be effective as an original signature and acknowledges that he/she has read and understood this Agreement in its entirety.
Whereas, Zumba is the owner of the following word trademarks: Zumba®, Zumba Fitness®, Ditch the Workout - Join the Party™1, Feel The Music™, ZIN™, and the following logos associated with its Basic Zumba® fitness program and clothing and accessories lines, which word trademarks and logos are referred to here as “the Zumba Marks”:
Zumba also is the owner of the following specialty word trademarks and trade names: Zumbatomic®, Zumba Gold®, Zumba® Toning, Aqua Zumba®, Zumba® Gold-Toning, Zumba Sentao™, Zumba® in the Circuit and the following specialty logos, which specialty word trademarks and logos are referred to here as “the Zumba Specialty Marks”:
Zumba uses the Zumba Marks and Zumba Specialty Marks (collectively the "Marks"), together with copyrighted materials associated with the Marks – which copyrighted material is available through the ZIN portal and also is licensed under this Agreement – on or in connection with educational services in the field of dance fitness (the “Services”). Membership Marks, which incorporate “ZIN” or “Zumba Instructor Network” (the “ZIN Marks”) are used to indicate membership in the Zumba Instructor Network (“ZIN”).
Instructor completed an official Basic Zumba® instructor training course and desires to become a ZIN member and use the Zumba Marks to promote and teach classes in accordance with the terms of this Agreement. Instructor who is a ZIN member and who has completed an instructor training course for one or more specialty programs, indicated by the Specialty Marks, wishes to use the Specialty Marks in accordance with the terms of this Agreement. Instructor desires only to use the Zumba Marks and Specialty Marks as permitted by Zumba, after having taken the associated training, and only for the purposes of providing classes in the program such marks are associated with or to sell Zumba products as permitted by this Agreement, which product sales must be secondary to Instructor’s providing classes by using the authorized Marks.
Now therefore, in consideration of the foregoing premises, the mutual promises hereinafter set forth, and the subscription to the ZIN network and associated benefits, the parties agree as follows:
1. Grant of License.
1.1. Zumba Marks. Zumba hereby grants to instructor a non-exclusive, nontransferable license (the “License”), without warranty, to use the Zumba Marks to promote and teach Instructor’s classes and to indicate that Instructor is a ZIN member. Instructor accepts the License, during the term hereof, all subject to the terms and conditions set forth herein. For purposes of this Agreement, the term Zumba Marks may also include such other trademarks of Zumba that Zumba may designate from time to time.
1.2. Specialty Marks. AFTER Instructor completes an ENTIRE specialty training (Zumbatomic®, Zumba Gold®, Zumba® Toning, Aqua Zumba®, Zumba® in the Circuit, Zumba® Gold-Toning) and as long as Instructor remains a ZIN member in good standing, Zumba grants Instructor a license to use only the Specialty Mark that covers the specialty training (“Specialty Mark License”) subject to the restrictions in section 1.1. For example, when Instructor completes the Zumbatomic® training, he/she is granted the Zumbatomic® license to promote and teach his/her Zumbatomic® classes.
1.3. Territory. The License granted herein is NOT VALID in China, or any country that the United States restricts trade with or in any country where exercising rights under this License would violate any local law or regulation. For more information, please visit the ZIN License & Legal Support Page on www.zumba.com and select "Legal Compliance" or log in to ZIN™ Home and visit the ZIN License & Legal Support Page.
2. Subscription Fee.
2.1. Subscription Fee. Instructor shall pay Zumba a subscription fee (the “ZIN membership fee”) in the amount of us $30.00 per month, which shall be payable each and every month during the term hereof, subject to the terms of subparagraph 2.2 below. The ZIN membership fee is subject to change at any time in Zumba’s sole and absolute discretion. Zumba reserves the right to establish, revise, modify or amend at any time its billing practices, methods and fees, including without limitation collection practices, payment practices, supplemental fees and separate fees for content or services provided on Zumba’s website(s). Instructor agrees to accept notice of any changes by Zumba posting the change on Zumba’s website in a location regularly available to Instructor. Any changes so posted shall be specifically incorporated in this Agreement. In the event that Instructor objects to any fee or other change(s), Instructor’s sole remedy and recourse is to voluntarily cancel his/her ZIN membership and terminate this Agreement.
2.2. Termination. Zumba may terminate this Agreement at any time for any reason, including for failure to comply with instruction from the ZIN License Support Team or Zumba's Legal Department. Instructor’s failure to timely make any payments due under this Agreement shall be deemed a material breach permitting Zumba to immediately deny or cancel any or all of Instructor’s ZIN membership benefits and privileges or immediately terminate this Agreement. Instructor may terminate this Agreement on 30 days notice for any reason.
3. Ownership of Marks.
Instructor acknowledges that Zumba owns the Marks. Instructor agrees it will take no action inconsistent with Zumba’s ownership of the Marks. Instructor agrees that Instructor’s use of the Marks shall inure to the benefit of and be on behalf of Zumba. Instructor agrees that nothing in this Agreement shall give Instructor any right, title or interest in the Marks other than the right to use the Marks as permitted herein. Instructor agrees that Instructor shall not contest Zumba’s title to the Marks, the validity or enforceability of the Marks, or the validity of this Agreement.
4. Quality Standards.
Instructor agrees that the nature and quality of Instructor’s marketing and services that use the Marks shall conform to the standards set by Zumba (a) in the official Zumba instructor training courses, (b) in the Zumba instructor training manual, (c) at www.zumba.com, (d) in any brand guidelines put forth by Zumba, (e) this Agreement, and (f) as otherwise set forth by Zumba from time to time.
5. Quality Maintenance.
Instructor agrees to cooperate with Zumba in facilitating Zumba’s control over the nature and quality of Instructor’s marketing and services using the Marks, to permit observation of Instructor’s classes, to promptly comply with all instructions of the ZIN License Support Team or Zumba's Legal Department, and to supply Zumba with evidence confirming compliance with this Agreement upon request. Instructor shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to marketing, advertising, or providing Instructor’s services.
6. Permitted Use of Marks.
Instructor agrees to use the Marks for which he/she has a License only in the form and manner shown above in this Agreement. Instructor shall NOT change the form and manner of the Marks shown above. Instructor shall follow Zumba’s Trademark Usage Guide and brand guidelines and instructions from the ZIN License Support Team or Legal Department. Without in any way limiting the generality of the foregoing restrictions, Instructor’s use of the Marks shall be limited as follows:
6.1. Printed Materials and E-mail.
(a) Promotional materials. Instructor may use the Marks on flyers, posters, electronic mail and printed promotional materials whose sole purpose is to promote instructor’s Zumba® or specialty classes, and on no other promotional materials. All use of the Marks on such materials must be in the form and manner set forth in this Agreement and shall include a trademark symbol (® or ™), where appropriate. Instructor's promotional materials shall include a legend in the following form, which should reference all of the Marks being used (e.g., Zumbatomic®, Zumba Gold®, Aqua Zumba®, Zumba® Toning, Zumba ® Gold-Toning, Zumba Sentao™, Zumba® in the Circuit, etc.):
Zumba®, [insert other Marks] and the Zumba Fitness logos are trademarks of Zumba Fitness, LLC, used under license.
When using the Marks in electronic mail, Instructor shall adhere to all applicable laws governing e-mail advertising and marketing.
(b) Describing or Marketing Your Zumba Class. Instructor shall not use the Marks in combination with any other person’s or entity’s trademarks, service Marks or other trade names or modified descriptions, unless expressly approved in writing by Zumba. For example, Instructor shall not refer to a class using the expression “Zumba-abs” or “beginner Zumba” or “Zumba kids” or “Zumba for seniors” and the like, or by suggesting different degrees of difficulty for a Zumba® class. For another example, Instructor shall not include in the same marketing material other trademarks, except that the name or mark of the venue where the class is held may be identified subordinate to the Marks if Instructor is permitted to do so by the venue. Instructor shall not modify the format of the trademark used to describe a class. For example, Instructor shall not modify the appearance or dimensions of the Marks shown above. In the case where Instructor wishes to use any other Mark for any other purpose (e.g., sponsorship), Instructor must obtain written permission for such use, upon request at least thirty (30) days in advance.
(c) No Newsletters or Publications. Instructor may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.
6.2. Domain Name and Social Media and Networking Pages. Subject to Zumba’s need or desire to use a particular domain name, Instructor may use “Zumba” as part of Instructor’s domain name address for a website that ONLY promotes Instructor’s Zumba Fitness classes and related, but subordinate, Zumba® clothing and accessories sales under these guidelines and in accordance with Section 6.3 below:
(a) Competing Products and Non-Disparagement. Instructor shall not sell, offer for sale, advertise or promote any services or goods except Instructor’s Zumba® services and Zumba® goods on Instructor’s website. Instructor shall not include on its website any statements or information that dilutes, disparages, or are otherwise detrimental to the Marks or the Zumba brand or goodwill. Zumba shall have sole discretion to determine whether Instructor’s website contains any such statements or information.
(b) Transfer to Zumba. In the event Zumba determines, in its sole discretion, that it has a need or desire to use a particular domain name that Instructor has registered and which includes any Zumba Mark, in whole or in part, then at Zumba’s request, Instructor shall transfer such domain name to Zumba, in exchange for which Zumba shall reimburse Instructor for reasonable out-of-pocket costs Instructor actually paid to register that domain with a domain name Registrar. Zumba shall not be required to reimburse Instructor for any costs incurred in designing Instructor’s website, for marketing materials created, or for any other costs incurred by paying any other third party that is not a domain name Registrar.
(c) Identification of ZIN Member(s) Website and Social Media Page. Instructor’s legal name shall be clearly stated on each website or social media page operated or controlled by Instructor so that Instructor can be identified as the owner or controller of the domain or social media page, including by posting Instructor’s name and a link to their ZIN profile on Zumba.com. The link shall be incorporated on the home page and should state:
This website [insert website] is owned and operated by [insert Instructor name], a licensed member of the Zumba Instructor Network. Please visit my profile at: [insert link to profile page].
(d) Recovery of Country Names. Instructor wishing to use domains that contain a combination of a Mark and the name of a country (e.g., www.zumbaaustralia.com, www.zumbaswitzerland.com; www.zumbabrazil. co.br; www.russia-zumba.net etc.) or any top level domain shall seek Zumba's approval to do so. Even if approval is granted, Instructor registering such domain or maintaining registration of such domain expressly agrees to immediately transfer such domain to Zumba upon request.
(e) No Domain Names as Trade Names. Instructor shall not use a domain name containing a Mark as a business name. For example, Instructor shall not use the domain name, www.zumbacrew.com and then use ZUMBA CREW to indentify Instructor or a group of instructors.
(f) Social Media and Networking Page Titles. Instructor shall follow all Domain Name, Website and Trade Name requirements for Social Media and Networking Pages (including Facebook, YouTube and similar pages) and title Social Media Pages with Instructor’s name in the title. In the case of group Social Media Pages, all Instructors must be ZIN members and all ZIN members must be identified. This Paragraph shall also apply to social media and networking pages for events.
6.3. Website. Instructor may use the Marks on a website (including social media and networking sites) where Instructor uses the Marks to promote Instructor’s Zumba® classes in accordance with this Agreement and under the following guidelines:
(a) Trademark Notice. All use of the Marks on Instructor’s website must be in the form and manner set forth in this Agreement. Instructor’s website must include a trademark symbol (® or ™) with each use of a Mark, where appropriate. Each website page on which any of the Marks appear shall include a legend in the following form (which should reference all of the Zumba Marks being used): “Zumba® and the Zumba Fitness logos are trademarks of Zumba Fitness, LLC, used under license.” If a specialty mark is being used on the website, instructor is required to include the specialty mark in the notice. For Example:
Zumba®, Zumbatomic®, Zumba® Toning and the Zumba Fitness logos are trademarks of Zumba Fitness, LLC, used under license.
(b) Link to Zumba.com. Instructor’s website shall include a prominent hyperlink on the home page to Zumba’s official website, www.zumba.com.
(c) Trademark Usage. In addition to complying with Section 6.2(b), Instructor shall not use the Marks in combination with any other person’s or entity’s trademarks, service Marks, business names, product and program names or other terms, unless approved in writing by Zumba.
(d) Music. Instructor may use Zumba’s original compositions (available on Zumba Fitness Original Sound Track, Cardio Party, Party Nation, Vibe Tribe, Best of Exhilarate and the Zumbatomic (consumer box set) CDs and such other original sound tracks that may be released in the future) as background music on a website that meets the requirements of this Agreement. Instructor shall not use any other music on such website unless he/she has obtained an appropriate license to do so.
(e) Disparagement. As with Section 6.2(a), Instructor shall not include any unsavory content on his/her website or content that Zumba determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or the Zumba brand or goodwill. Zumba reserves the right to require, and Instructor agrees to promptly remove any such content from Instructor’s website upon instruction by the ZIN License Support Team or Zumba's Legal Department.
(f) Ownership. Instructor shall clearly identify the owner of the website, or social networking site (in particular, it must be clear that the site is owned by Instructor or Company and not Zumba Fitness, LLC). As required in Section 6.2(c), a link and statement identifying instructor is required.
(g) Adwords and Keywords. Instructor shall not use any Mark as an AdWord or keyword (or equivalent) or for other search engine optimization or for creating “sponsored links” without written authorization from Zumba to do so.
6.4. Internet Videos. Instructor may create one or more promotional videos of up to 2 minutes and 30 seconds per video (“Promotional Video”). A Promotional Video shall feature Instructor demonstrating a Zumba® class or Zumba® exercise routines and shall be used ONLY for the purpose of promoting Instructor’s Zumba® classes. A Promotional Video must meet the following terms and conditions:
(a) Releases. Instructor shall not include any class or other participant(s) in a Promotional Video unless Instructor has obtained an appropriate written releases from that participant.
(b) Title. If Instructor uses a title for such video, then the title should be substantially similar to “Zumba® class(es) with [Instructor Name].” Instructor’s name must be included in the title and any Marks must be used in accordance with this Agreement.
(c) Music. A Promotional Video must include Zumba’s original compositions (available on Zumba Fitness original sound track, Cardio Party, Party Nation, the Vibe Tribe, Best of Exhilarate, the Zumbatomic consumer box set, and such other original sound tracks that Zumba may release in the future). Instructor acknowledges that most of the musical compositions included with Instructor’s ZIN materials are not Zumba original compositions, are not licensed for public performance, and may not be used in any videos or for any commercial purpose unless local music licensing requirements have been met. Instructor shall not share ZIN music on the internet or elsewhere. For more information, visit the ZIN License & Legal Support Page (or go to ZIN home and click “Discounts And Resources”, under “Entrepreneurship” and then “Music Resources”).
(d) Streaming. Promotional Videos created pursuant to this paragraph may be streamed only on Instructor’s own website or social media or networking page that complies with the terms of this Agreement. Instructor may not stream, publish or distribute any videos that feature a Zumba® class or that otherwise mention Zumba or the Marks through any other medium.
(e) No Dilution or Disparagement. Instructor shall not include any content on internet videos that is unsavory or dilutes, disparages, or is otherwise detrimental to the Marks or the Zumba brand or goodwill. Zumba reserves the right, in Zumba’s sole and absolute discretion, to have removed or require that Instructor remove, and Instructor agrees to promptly remove any Promotional Video or other video including or referring to the Marks.
6.5. Radio and Television. Instructor shall only be permitted to use the Marks in radio or television advertising with Zumba’s prior written consent, which consent may be withheld in Zumba’s sole and absolute discretion.
6.6. Bona Fide News Coverage. Instructor may promote Instructor’s Zumba Fitness classes through live news coverage or print news media, such as newspapers, television, radio and magazines, by any mainstream news organization or print publisher. In the event Instructor promotes in this manner, Instructor must inform the news organization or publisher of Zumba’s guidelines for proper trademark usage and Trademark Usage Guide. With respect to live news coverage, such coverage shall not include more than ten (10) minutes of Zumba Fitness routines without Zumba’s prior expressed written consent. In the event Instructor is aware of the coverage in advance, Instructor shall notify Zumba of such coverage by email to firstname.lastname@example.org. In the event Instructor is not aware of the coverage in advance, Instructor shall promptly notify Zumba after the coverage and, when possible, provide Zumba with a copy of the article or the footage for such news coverage.
6.7. Sales of Genuine Zumba® Products. Instructors who purchase genuine Zumba products directly from Zumba or an authorized distributor for resale may use the Marks in accordance with this Agreement to identify and promote the retail sale of such products. Instructor’s use of the Marks to resell Zumba® products must be subordinate to Instructor’s Zumba® classes, except that Instructor may resell original products on online trade boards, provided that Instructor identifies his/herself on such listings. Whenever possible, Instructor agrees NOT to sell products outside of the geographic region where those products were purchased. For example, products that Instructor bought in the U.S. must be resold in the U.S. and not offered for sale outside of the U.S.
6.8. ZIN Marks. During the term of this Agreement Instructor may use the ZIN Marks solely for the purpose of identifying Instructor as a ZIN member or ZIN instructor.
6.9. Charitable Fund Raising Services. Upon obtaining prior written permission from Zumba by a request from Instructor at least thirty (30) days in advance, Instructor may conduct Zumba Fitness classes in connection with fund raising activities for charitable or other worthy causes under the name and mark Zumbathon (with an ® in the U.S. and a ™ outside the U.S.), including this design:
which mark and design shall then be considered a Mark hereunder for this limited, charity event-related use. Activities using the Zumbathon® mark or design must be conducted in accordance with applicable law and instructor shall be responsible for the handling and proper disbursement of all fundraising. Zumba reserves the right to prohibit instructor from using Zumbathon® and design, or the Marks, in connection with any fundraising activities that Zumba determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or the Zumba brand or goodwill, or that is inconsistent with Zumba’s business objectives or interests. For permission to use the Zumbathon® mark, please visit www.zumba.com, log in, go to “Community” and select “Apply to host a Zumbathon Charity Event.”
6.10 Events, Trade Shows and College Classes. Pursuant to specific terms and conditions and only upon obtaining prior written permission from Zumba requested at least thirty (30) days in advance, Instructor may conduct Zumba® classes at community events (fairs, festivals, etc.), Trade Shows (fitness or other industry), or for college credit (i.e. as a physical education class). For permission to use the Marks for events or classes please visit the contact us page on www.zumba.com and select "Legal Compliance" or follow other instructions provided for Events. An “Event” is any activity that is not a Zumba® class or masterclass as permitted under this Agreement. Whenever Instructor participates in or conducts classes at an Event, Instructor’s name must be listed in connection with the Event’s promotional materials.
Instructor shall not participate in any Event or conduct any classes that break down basic steps or that are designed to train other instructors or the public in the basics or fundamentals of being a Zumba® instructor nor shall Instructor knowingly participate in any event or class using the Marks in which all other class-teaching participants are not also ZIN members.
7. Restricted Use of Marks and other Prohibited Activities.
Without limiting the restrictions that may otherwise apply to Instructor’s use of the Marks, Instructor shall not use the Marks or engage in any of the following activities:
7.1. Use of Zumba Logos and Stylized Writing. Instructor shall not alter the form or appearance of any of the Zumba logos or stylized Marks, regardless of where used, including, but not limited to, the proportion, color and font.
7.2. Merchandise. Instructor shall not manufacture, create or distribute any merchandise (including clothing) or other promotional items bearing any of the Marks or anything similar or related to the Marks.
7.3. ZIN Materials. Instructor agrees that ZIN materials received by Instructor by virtue of Instructor’s enrollment in the ZIN program are exclusively for Instructor’s benefit and use. Instructor shall not copy, duplicate, sell, distribute or otherwise disseminate any materials Instructor obtains by virtue of becoming a ZIN member, such as, but not limited to, the ZIN member welcome kit, and its contents, training manuals, ZIN choreography CDs and DVDs, and ZIN mega-mix CDs. Instructor is not permitted to play the ZIN DVDs as part of a class or to publicly perform any Zumba® video, including of Instructor’s own classes, except as specified in Section 6.4. In the event of termination of this Agreement for any reason, Instructor agrees to retain Instructor’s ZIN materials, destroy them or return them to Zumba and not to sell or give them away or to use them for any other purpose except personal, non-commercial use.
7.4. Use of Marks Other Than to Promote Zumba® Classes. Instructor acknowledges that Zumba may use (or license others to use) the Marks (and other trademarks) in connection with goods and services other than the services. Instructor shall have NO right to use and shall not use any Marks for purposes of promoting any workshop, training, instruction, choreography session, or other activity except Instructor’s own Zumba® class(es). Instructor shall not use any of the Marks to identify a gym, workout facility, business or trade name, or any other type of facility, program or product, except as expressly authorized herein, without the express prior written consent of Zumba. For example, the Marks may not be used to identify a business or company or to conduct business activities other than to promote and conduct Instructor’s Services.
7.5. Videos/Recording. Except as expressly set forth above, Instructor may not film, record, create or stream any recordings including videos or DVDs of a Zumba class, or which depict or otherwise imitate Zumba/ZIN choreography or music. Zumba Fitness videos and DVDs are fully protected under the laws of copyright, and any unauthorized duplication, exhibition, distribution or other use without the express prior written consent of Zumba is strictly prohibited. In addition to constituting grounds for termination of this Agreement, copyright violators will be prosecuted to the fullest extent of the law. Instructor agrees to cooperate with Zumba’s enforcement and anti-piracy efforts upon request, including by promptly responding to requests from the ZIN License Support Team or Zumba's Legal Department.
7.6 Instructor agrees to promptly comply with all licensing requirements posted on the ZIN License & Legal Support Page under "Licensing Requirements" or any instruction from the ZIN License Support Team or Zumba's Legal Department.
7.7 All requests for approval under this Agreement must be made to the ZIN License Support Team at least thirty (30) days in advance through the ZIN License Support Team (within the Legal Compliance Department), except that Zumbathon® events are to follow the method stated above. Instructor should keep informed about new processes for approvals in 2012; information will be in the ZIN Newsletter and at ZIN License & Legal Support Page.
7.8 All rights not specifically granted here are reserved to Zumba.
7.9 Class Posting. Instructor agrees to make commercially reasonable efforts to post his/her classes on the Class Locator at www.zumba.com. Instructor acknowledges that being able to identify legitimate classes on this platform is important to Zumba's efforts to protect ZIN members by identifying unauthorized classes.
8. Infringement Notification and Proceedings.
Instructor agrees to promptly notify Zumba if Instructor becomes aware of any unauthorized use of the Mark by a third party. Zumba shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Mark and to retain the proceeds of any settlement or recovery in any such action. Instructor agrees to cooperate with Zumba in enforcing and protecting the Marks.
The initial term of this Agreement shall be for a period of six (6) months from the Effective Date (the “Initial Term”), and shall automatically renew for indefinite successive one-month periods unless or until Instructor breaches this Agreement or cancels his/her membership in accordance with this Agreement (the “Term”). Notwithstanding the foregoing, Zumba may cancel this Agreement and Instructor’s membership in ZIN at any time, with or without cause, by giving Instructor written notice of termination. Upon termination without cause, any ZIN Membership Fees paid but not used shall be returned to Instructor.
10. Termination For Cause.
Zumba shall have the right to immediately terminate this Agreement upon written notice to Instructor in the event of a breach of any of the provisions hereof by Instructor or upon taking any illegal action or other conduct deemed by Zumba to be detrimental to the Zumba® brand. Zumba may, in its sole and absolute discretion, provide Instructor with an opportunity to cure any breach of this Agreement prior to termination.
11. Effect of Termination.
Upon termination of this Agreement, Instructor shall immediately discontinue all use of the Marks (including as part of a domain name) as well as any and all confusingly similar names and marks. In the event Instructor created any unauthorized printed materials containing the ZUMBA mark, Instructor shall immediately destroy all such printed materials. In the event Instructor registered a domain name containing the ZUMBA mark, then upon Zumba’s request, Instructor shall transfer such domain name to Zumba. All rights in the Mark and the goodwill connected therewith shall remain the property of Zumba.
12. Cancellation ("Quitting ZIN").
• Instructor may cancel this Agreement and its membership in ZIN at any time after the Initial Term. If Instructor cancels his/her ZIN membership prior to expiration of the Initial Term, Instructor shall pay a termination fee equal to US $10.00 for each month remaining in the initial term of six (6) months. For example, if the ZIN membership is cancelled after two (2) months, Instructor shall pay Zumba a termination fee equal to US $40.00. In addition to the monthly cancellation fee, the Instructor will still be subject to the cancellation fees set forth below.
• Cancellation by Instructor shall be effective on the last day of the month on which cancellation is requested, provided that cancellation is requested and received by Zumba at least two business days before the last day of the month. For example, if Instructor cancels his/her ZIN membership on January 30, Instructor will be billed for February and Instructor’s membership will remain active until the last day of February. Instructor’s membership and online account will be automatically terminated on the last day of the month when cancellation is effective.
• Cancellation immediately forfeits Instructor’s rights granted under this License Agreement, including use of the Marks (including Specialty Marks), copyrights, logos, domain names, and other Zumba marketing materials. Cancellation does not terminate Zumba’s rights under this Agreement or any other benefit to Zumba of this Agreement. If the Instructor is still within one-year of their Zumba B1 or B2 Instructor Training, Instructor will still have a basic limited Zumba Instructor License, as indicated on the back of the B1 Diploma (one-year, limited license to use “ZUMBA® class” on class schedule, subject to the other terms and conditions on the back of Instructor’s original diploma.)
• From the date of ZIN membership cancellation, Instructor will have one-year to return to ZIN, within which time all Licenses (Zumba Marks and Specialty Marks) may be automatically reactivated, without having to retake any the Instructor Training for the same.
13. Interpretation of Agreement; Enforcement.
This Agreement shall be construed in accordance with the laws of the United States of America and the State of Florida. The parties agree that any legal action arising from or relating to this Agreement may be brought in a Court in Broward County, Florida. Each party expressly waives any challenge to personal jurisdiction or venue in those Courts. The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly waive the right to a trial by jury in any action relating to this agreement. Instructor agrees that any judgment by a court under this Paragraph shall be fully enforceable in the country of residence of Instructor.
14. Modifications to Terms and Conditions.
Instructor acknowledges that the terms and conditions of this Agreement may be updated and modified from time to time at Zumba’s sole and absolute discretion. Such changes may be effected by Zumba’s posting of a change notice or a new agreement on its website. Such modified terms shall be deemed incorporated herein and made part hereof. Zumba shall make commercially reasonable efforts to notify Instructor of all such changes prior to implementation. The enforceability of such changes shall not be deemed contingent upon actual notification, provided that Zumba has posted the changes on the ZIN License & Legal Support Page on ZIN home. In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy and recourse shall be to terminate this Agreement.
15. Relationship of Parties.
The legal relationship between Zumba and Instructor shall be that of licensor and licensee. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall Zumba be deemed to be acting in a fiduciary capacity with respect to Instructor. Instructor shall have no authority to make or accept any offers or representations on behalf Zumba or to otherwise act for or bind Zumba in any manner. Instructor shall not make any statements or take an actions in any media whatsoever, including, without limitation, electronic media, print media, wireless media or the world wide web, that reasonably may contradict the relationship set forth in this Paragraph or that reasonably may confuse or mislead any person regarding the nature of the relationship – that of licensor and licensee – between Zumba and Instructor.
16. Limitation of Liability.
Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall Zumba or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to Instructor or to 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, without limitation, 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 Zumba has been advised of or should have known of the possibility of such damages. In no event shall Zumba be liable for any damages in excess of the fees paid by Instructor pursuant to this Agreement during the six-month period preceding the date on which a claim arises.
Instructor shall indemnify, defend and hold harmless Zumba and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by instructor of any provision of this Agreement or from any other act or omission by Instructor.
Zumba makes no representations or warranties, express or implied, to Instructor with respect to ZIN, the Zumba Services, or any products sold through ZIN (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, Zumba makes no representation that the operation of Zumba’s website will be uninterrupted or error-free. As such, Zumba shall not be liable for the consequences of any interruptions or errors, although Zumba agrees to make commercially reasonable efforts to correct errors or interruptions.
19. Nature of ZUMBA Services.
Instructor acknowledges and agrees that as a result of the physical nature of Zumba® fitness classes, Zumba fitness may not be safe or appropriate for everyone. Instructor further acknowledges and agrees that any information Zumba may provide to Instructor through a Zumba website or otherwise regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice. Instructor further acknowledges that Instructor has been encouraged to seek the advice of a physician or other qualified healthcare professional if Instructor has experienced any medical condition that may affect Instructor’s ability to provide the Services. Zumba and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction Instructor may take based on the information, services, or other material provided by Zumba or on a Zumba website. While Zumba will strive to provide complete, up-to-date and accurate information on its websites, Zumba and its affiliates and agents do not guarantee, and shall not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information.
Any notice, request, demand or other communication required or permitted to be given hereunder may be given to any party at the addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this paragraph. Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, e-mail, or facsimile (confirmed by mail). Notices and requests shall be: (i) in the case of those by hand delivery, deemed to have been given when delivered to the party to whom it is addressed (supported by evidence of delivery), (ii) in the case of those by certified mail, deemed to have been given three (3) business days (inside the U.S.) or ten (10) business days (outside the U.S.) after the date when deposited in the mail, (iii) in the case of those by overnight mail, deemed to have been given one (1) business day (inside the U.S.) or five (5) business days (outside the U.S.) after the date when deposited with the overnight mail carrier, and (iv) in the case of e-mail or a facsimile, when confirmed by Zumba.
If to Zumba:
General Counsel & Vice President, Business Affairs
Zumba Fitness, LLC
800 Silks Run, Suite 2310, Hallandale, FL 33009
If to Instructor:
To the email address set forth in Instructor’s ZIN Registration Form.
21. No Waiver.
Zumba’s failure or agreement not to enforce the strict performance of any provision of this Agreement in a given instance shall not constitute a waiver of Zumba’s right to subsequently enforce such provision or any other provision of this Agreement.
22. Acceptance of Terms.
Instructor’s payment of fees pursuant to this Agreement or clickthrough of this Agreement in signing on to Zumba’s website or ZIN home, constitutes Instructor’s acceptance of the terms hereof.
23. Entire Agreement.
This Agreement shall supersede any other previously or simultaneously created documents, discussions or promises with which it may conflict, including prior ZIN Membership or License Agreements between Instructor and Zumba. This Agreement may be modified by Zumba on the ZIN License & Legal Support Page, which content is incorporated and effective on the date posted there by Zumba. Instructor agrees to monitor this Page regularly for changes to this Agreement.
To submit questions or requests regarding this Membership & License Agreement please visit the Contact Us page on www.zumba.com and select “Legal Compliance” to reach the ZIN License Support Team.
1 This Mark is designated with ® in Australia, European Community Trademark Territories, Iceland, India, New Zealand and Norway.
December 15, 2011 ZIN Membership & License Agreement