Kix 4 Chix® Instructor Training, Certification and Trademark License Agreement
This Instructor Training, Certification and Trademark License Agreement (“Agreement”) is between Kix 4 Chix Fitness Inc. (“Us”, “We” or “Kix 4 Chix”, as the case may be), and (“You” , “Your” or “Instructor”, as the case may be), with an address at [c_address] and is as of the date specified on last page of this Agreement (being the date your enrolment in the Kix 4 Chix Instructor Program is formally approved by us(“Effective Date”).
WHEREAS:
- We own the Kix 4 Chix® trademarks (“Trademarks”), including, Canadian Trademark registrations TMA 803070and TMA 803081 as well as other intellectual property rights in our mode of instruction, manuals, training materials, exercise regimes and other works (collectively referred to as the “Intellectual Property”) and we use the Trademarks and Intellectual Property in connection with fitness instruction services; particularly fitness instruction services relating to kickboxing (the “Services”). We have also established the Instructor Certification Standards, (the “Standards”) in respect of the approved use of the Trademarks and any other Intellectual Property owned by the Licensor, which Standards may be modified, revised or enhanced from time to time by us.
- You have enrolled in an official Kix 4 Chix® Fitness Instructor Training Program and, upon satisfactory completion of that program, wish to be become a Certified Kix 4 Chix® Instructor and use the Kix 4 Chix® Trademarks and Intellectual Property for the Term specified herein on a licensed basis.
- Upon your successful completion of our Certification Program, and payment of the Certification Fee specified below, we have agreed to license the Trademarks and Intellectual Property to you until December 30 of the then applicable calendar year on the terms and conditions contained herein.
- If you satisfactorily complete our Kix 4 Chix® Instructor Training and Certification Program, and pay us the Certification Fee of $799.99 (CAN) (plus applicable tax), and our Licensing Fee of $99.99 (CAD) (plus applicable tax) (Total $899.99 plus applicable tax) you shall be licensed to use the Trademarks for a the balance of the then applicable calendar year (the “Term”) and to otherwise hold yourself out as a Kix 4 Chix Instructor of Kix 4 Chix in Canada until the end of such Term. For greatercertainty, all applicants must pass the Instructor Training and Certification Program tothe standards set by us. There is no refund if you fail the Instructor Training andCertification Program, although you can retake the program until you pass.
- The Term shall commence on the day you are formally licensed by us as a Certified Kix 4 Chix trainer, and shall end on December 30 of the then applicable calendar year.
- Although the Certification Fee will not change, the Licensing Fee shall be prorated based upon the date you are formally licensed as a Certified Kix 4 Chix trainer.
- In addition to the Certification Fee, you may also enroll in our Enhanced Kix 4 Chix Program for $29.99 per month plus applicable tax (payable by Visa, MasterCard or PayPal) which will entitle you to additional classes, a presence on our Kix 4 Chix website and additional marketing material. As an incentive to enrolling in the Enhanced Kix 4 Chix Program, if you have paid for our Enhanced Kix 4 Chix Program for 12 months or more prior to the end of the Term, you will not be required to pay the renewal fee specified in Section 5 (c) as it is deemed to be included.
- Upon expiration of the Term of this Instructor Training and Certification License Agreement on December 30 of the then applicable calendar year, you may obtain a Successor Instructor Training and Certification License Agreement, subject to the following conditions:
- you have complied with all of the then current provisions of this Instructor Training and Certification License Agreement, the Standards, and any other requirements prescribed by us from time to time;
- you have completed any retraining or upgrading required by us;
- unless you have enrolled in our Enhanced Kix 4 Chix Program for 12 months or more prior to the end of the Term (in which case, the renewal fee is included)) you have paid the renewal fee of $99.99 (plus applicable tax) as and when due.
At the time of each renewal agreement, we may substitute our then current terms and conditions in place of those contained in this Agreement.
- In order to remain certified, you must participate in all Continuing Professional Development (“Certification Updates”) mandated by us from time to time. These Certification Updates will be delivered through webinars, group online discussions, or any format prescribed by us. Failure to participate in these Certification Updates, without our prior written consent , may result in the termination or nonrenewal of this Licence.
- During the Term (and any renewal or successor license agreement) you will fully comply with all of the terms and conditions of the Instructor Training and Certification License Agreement when you use, advertise or display the Trademarks or use our Intellectual Property, and when you teach our fitness programs. As our Standards may change from time to time, you shall fully comply with any modification, revision or enhancement to our Standards immediately on notice by us.
- You will give public notice of the fact that your use of the Trademarks is a licensed use, and identifying us as the owner of the Trademarks, in the manner and form prescribed by us and communicated to you from time to time (i.e. The Kix 4 Chix® Trademarks are trademarks of Kix 4 Chix Fitness Inc., and used under license)
- This License is personal to you as a Certified Instructor of our certification designation, and cannot be assigned, transferred or sublicensed to any other party.
- You acknowledge and agree that we have the right to approve or disapprove of the contents of any internet website or social media platform (including, but without limitation, Facebook, LinkedIn, Instagram, Twitter, Vimeo or YouTube) associated with the Trademarks from time to time, and you agrees that upon receipt of written notice from us disapproving of any contents of any internet website or social media platform associated with the Trademarks or any copyright held by us, you shall forthwith remove or cause the removal of all such disapproved contents from further display thereon or access therefrom, and you consent to us acquiring a “takedown notice” in respect to such unauthorized or unapproved trademark or copyright use and that you are responsible for and shall pay our legal and other costs associated with such removal or takedown notice. You shall not engage in any use, such as linking or framing, of any internet website or social media platform associated with our Trademarks or in association with any other internet website or social media platform or otherwise in association with any other name or trademark or internet domain name not owned or licensed by us, or in association with any other business without our prior written approval, which shall not be unreasonably withheld..
- If you receive a written notice of default that it is not in compliance with our Standards, you shall, within seven (7) days of receipt of such notice, rectify any and cure all defaults specified in the notice, and if you fail to do so to our satisfaction, we may immediately terminate this License Agreement on written notice.
- In addition to its right to terminate this License Agreement for breaching the Standards, this License Agreement may also be terminated by us on seven (7) days written notice if you breach of any of the terms or conditions of this License Agreement and fail to fully cure such default to our satisfaction within such period, including, but without limitation, the following breaches:
- if you fail to satisfactorily complete any required retraining or upgrading specified by us (including the Certification Updates);
- if your business or legal status materially changes;
- if you abandon or cease to use the Trademarks
- if you use the Trademarks for unauthorized services or goods or in a manner not specifically authorized by us; or
- if you do not pay the annual fee as and when due.
- If this License Agreement expires or is terminated, you shall immediately discontinue all use of the Trademarks and Intellectual Property and either return same to the us or destroy any items bearing the Trademarks (at our option). You shall not use any of the Trademarks (or any words confusingly similar or colourably imitative to the Trademarks) nor shall you market, advertise or otherwise publicly hold yourself out as being certified by us. You agree that failure to comply with any requirement by us pursuant to this section will result in damages, which the parties genuinely pre-estimate to be $100 per day.
- You must not make any unsavoury or disparaging remarks or comments and/or create any materials or content that we determine, in our sole discretion, dilutes, disparages, or is detrimental to our Intellectual Property, our Trademarks or the goodwill associated therewith; whether made verbally, published, or disseminated electronically or via any social media platform. Unsavory or disparaging remarks, comments, materials or content that are contrary to our Standards or this Agreement constitute a material breach and may result in the termination of this Agreement. You agree to immediately comply with any instructions from us, including the removal, deletion or withdrawal of such remarks, content or materials.
- You may use the Trademarks in connection with the resale of genuine Kix 4 Chix products purchased from us or one of our authorized distributors, so long as such sales are subordinate to your Kix 4 Chix fitness and exercise classes. You may resell original Kix 4 Chix products on online trade boards, provided You identify yourself in such listing.
- With our prior approval, You may conduct Kix 4 Chix classes at trade shows and in classes for college credit. An approval request must be submitted fourteen days in advance through Kix4chix.ca. Whenever You participates in or conducts such trade shows or classes, Your name must be listed in any promotional materials. You must not participate in any class using our Trademarks if any other class-teaching participant is not a KIX 4 CHIX member.
- You must not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, CDs, DVDs or promotional items, bearing the Kix 4 Chix Trademarks or any names, designs or logos similar to or colourably imitative of the Trademarks.
- With our prior approval, You may conduct Kix 4 Chix classes in connection with fund raising activities for charitable or other worthy causes.
- You must not use the Trademarks on radio or television without our prior approval. You may promote your Kix 4 Chix classes through live or print news coverage, or through mainstream news organizations or print publishers. In the event of such promotion, You must inform the news organization or publisher of our brand use guidelines. With respect to live news coverage, such coverage must not include more than five minutes of a Kix 4 Chix class, or Kix 4 Chix exercise routine without our prior approval. In the event You become aware of the coverage, You must notify us by email. In the event You not aware of the coverage in advance, You must promptly notify us after the coverage and, when possible, provide a copy of the article or footage. You must not film, record, stream live video, create DVDs or reproduce in any manner Kix 4 Chix classes, or otherwise imitate KIX 4 CHIX exercise and kickboxing regimes or music. Kix 4 Chix videos, CDs and DVDs are fully protected under Canadian and international copyright laws, and any unauthorized duplication, exhibition, distribution or use without Our prior approval is prohibited.
- You must not use the Kix 4 Chix Intellectual Property in connection with a mobile application, including in the title, icon and content of the application, unless we consent in writing.
- You acknowledge that you are an independent contractor and shall not hold itself out in using the Trademarks as having any different relationship with us. Accordingly, we will not be liable for your debts, liabilities, contracts or other obligations or liabilities. You will indemnify and hold harmless us from and against all claims, actions or liabilities that may arise out of or in connection with your use of the Trademarks.
- You must comply with all applicable laws, regulations and ordinances in the city or municipality where you teach Kix 4 Chix classes and obtain all appropriate government approvals pertaining to marketing, advertising, or providing your services, including any requirements for the instruction of children.
- You acknowledge and agree that the total initial investment to be paid by you to be certified under this Instructor Training, Certification License Agreement does not exceed $1000. You further confirm that this is not a franchise, but rather, an agreement that permits you to use our trademarks as a fitness instructor under certain conditions.
- This Agreement is effective when executed by us.
- All notices shall be given by e-mail to the e-mail address specified on page 1 (or such other e-mail address regularly used by the parties) and shall be deemed to have been received on the date such e-mail was sent.
