This Agreement is entered into between Zumba Fitness, LLC ("Zumba"), and you ("Instructor"), and is effective as of Instructor's date of enrollment in the STRONG Nation™ Sync Network ("the Sync Network") ("New Instructor Effective Date"), or on June 1, 2017 if Instructor successfully completed a STRONG Nation™ training before that date. ZIN™ Members who successfully completed a STRONG Nation™ training before June 1, 2017, shall have a valid license hereunder so long as they remain a ZIN™ Member in good standing. Zumba and Instructor are referred to singularly as a "Party" and collectively as the "Parties."
Zumba owns the STRONG Nation™ IP (as defined below) and uses the STRONG Nation™ IP in connection with educational services in the field of fitness ("Services"). Instructor has completed an official STRONG Nation™ training and desires to become a member of the Sync Network and make use of the STRONG Nation™ IP. Sync Network membership is open only to individuals; a business, company or other entity, including a gym, cannot be a Sync Network member.
In consideration of the foregoing, the mutual promises set forth below, and Instructor's subscription to the Sync Network program, the Parties agree as follows:
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 Zumba, shall begin on the New Instructor Effective Date, and can be found on strongnation.com and/or zumba.com. Following the Initial Term, the Agreement automatically renews for indefinite successive one-month periods unless Zumba terminates the Agreement or Instructor cancels his/her membership pursuant to Zumba's cancellation policy ("Term").
1.2. STRONG Nation™ Marks. Means certain word trademarks and/or service marks owned by Zumba, including STRONG Nation™, as well as certain trademarked logos, such logos being attached as Exhibit A.
1.3. STRONG Nation™ 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 STRONG Nation™ Copyrights are valid, subsisting and in full force and effect.
1.4. STRONG Nation™ IP. Means the STRONG Nation™ Marks and STRONG Nation™ Copyrights.
1.5. Sync Network Marks. Means the "STRONG Nation Sync Network" word and logo trademarks and/or service marks.
1.6. Zumba Related Parties. Means Zumba's affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors and suppliers.
2. Grant of License. Subject to the terms hereof, Zumba grants Instructor a limited, nonexclusive, nontransferable, revocable license, without warranty to use the STRONG Nation™ Marks to promote and teach Instructor's STRONG Nation™ classes and approved events, and to use the Sync Network Marks solely to identify Instructor as a Sync Network Member ("License").
2.1. Territory. The License is 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 STRONG Nation™ 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 STRONG Nation™ IP, Instructor must obtain Zumba's prior approval. Notwithstanding the foregoing, Instructor may use the business name, trade name and/or trademark of a gym or facility where a STRONG Nation™ class or approved event is being held, so long as such use is subordinate to the STRONG Nation™ Marks and the use is permitted by the gym or facility.
2.3. No Rights to Use the Zumba™ IP. With the exception of the STRONG Nation® IP, Instructor has no right to use any other trademarks, service marks, logos, designs, copyrights, or other intellectual property rights owned by Zumba including, but not limited to, the ZUMBA and ZUMBA FITNESS trademarks, service marks, and logos (the "Zumba® IP"), unless Instructor is a Member in good standing of the Zumba Instructor Network ("ZIN™ Member"). Instructor agrees to promptly comply with any instructions from Zumba, including the removal, deletion or withdrawal of any unauthorized use of the Zumba® IP. Any unauthorized use of the Zumba® IP by Instructor can result in the immediate termination of this Agreement or other remedies, whether in law or equity, in Zumba's sole discretion. ZIN members trained in STRONG before June 1 will have a valid license to teach STRONG so long as they remain a ZIN member in good standing.
2.4. Disparagement. Instructor cannot make any unsavory remarks or comments and/or create any materials or content that Zumba determines, in its discretion, dilutes, disparages, or is detrimental to the STRONG Nation™ IP, the STRONG Nation™ brand, the Zumba® brand or the goodwill associated therewith. Instructor agrees to promptly comply with any instructions from Zumba, including the removal, deletion or withdrawal of such remarks, content or materials.
2.5. Ownership of the STRONG Nation™ IP. Zumba owns all right, title and interest in the STRONG Nation™ IP and Instructor must not take any action inconsistent with Zumba's ownership thereof. Instructor's use of the STRONG Nation™ IP inures to the sole benefit of and is on behalf of Zumba. In that regard, Zumba shall own all live performance copyright rights in and to any STRONG Nation™ classes or events taught by Instructor, including any copyright rights in the filming, recording, streaming, uploading or reproduction of such classes or events. Nothing herein gives Instructor any right, title or interest in the STRONG Nation™ IP other than the right to use the STRONG Nation™ IP as permitted herein. Instructor must not contest Zumba's ownership of the STRONG Nation™ IP, the validity or enforceability of the STRONG Nation™ 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 STRONG Nation™ Marks, or any derivations or components thereof (e.g., "Strong" or "Zumba"), nor can Instructor assist any party in doing so.
3. Fee. Instructor must pay Zumba a subscription fee in an amount to be set by Zumba ("Fee"), each and every month during the Initial Term and Term. The amount of the Fee is dependent on certain factors as set forth in Exhibit B. The amount of the Fee and the factors set forth on Exhibit B are subject to change at Zumba's discretion. Zumba 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 strongnation.com and/or zumba.com. Instructor's failure to make timely payments of the requisite Fee due hereunder is a material breach permitting Zumba to terminate this Agreement or seek other remedies, whether in law or equity, in its sole discretion.
3.1. Third Party Payments. Zumba 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 Zumba to cancel payment of the Fee. In the event the third party cancels payment, it is Instructor's responsibility to ensure that current and future Fees are timely paid. Zumba will make a reasonable attempt to inform Instructor of a third party's cancellation of payment. Zumba 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 Sync Network Materials. This Agreement is between the Parties, regardless of whether the Fee is paid by Instructor or a third party. All Sync Network materials distributed to Instructor are the property of Zumba 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 STRONG Nation™ classes or approved events may use marketing materials made available to such parties by Zumba.
3.3. Third Party IP Rights. Instructor cannot include third party intellectual property in materials promoting Instructor's STRONG Nation™ classes or approved events without Zumba's prior approval. However, use of the name of a gym or facility where STRONG Nation™ classes or approved events are being held is permitted if subordinate to the STRONG Nation™ Marks and the use is permitted by the gym or facility.
4. Proper Use of the STRONG Nation™ Marks. Instructor must (i) use the STRONG Nation™ Marks only in the form provided by Zumba, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow Zumba's brand use guidelines; (iii) use the appropriate trademark symbol (™ or ™) with each use of a STRONG Nation™ Mark; (iv) follow all instructions, requests and/or demands made by Zumba concerning Instructor's use of the STRONG Nation™ IP; and (v) use best efforts to use the current versions of the STRONG Nation™ Marks as provided by Zumba.
4.1. Under License Language. Instructor must use the following "used under license" language on all materials, printed or electronic, which bear the STRONG Nation™ Marks:
STRONG Nation™ and the STRONG Nation™ logos are trademarks of Zumba Fitness, LLC, used under license.
4.2. Quality Standards. The nature and quality of Instructor's marketing and services using the STRONG Nation™ Marks must conform to the standards set by Zumba (i) in the STRONG Nation™ instructor training course and the STRONG Nation™ Instructor Training Manual; (ii) on strongnation.com and/or zumba.com; (iii) in Zumba's brand use guidelines; and (iv) in this Agreement. Instructor must cooperate with Zumba in facilitating Zumba's control over the nature and quality of Instructor's marketing and services, to permit observation of Instructor's STRONG Nation™ classes or approved events, to promptly comply with all instructions from Zumba, and to supply Zumba with evidence confirming compliance with this Agreement.
4.3. Quadrant, Warmup, Cooldown and Recharge. As set forth more fully in the STRONG Nation® Instructor Training Manual, for safety and quality control reasons, Instructor must use the STRONG Nation® music and choreography/movements provided by Zumba in all STRONG Nation® My First Class™ content and in subsequent Quadrant content delivered to Instructor, including the switch-outs (modifications and progressions), as follows: (i) Instructor may not use his/her own music and/or create his/her own choreography/movements for the Quadrant portions of a STRONG Nation® class; and (ii) Instructor may use his/her own music and/or create his/her own choreography for the Warmup, Cooldown and Recharge portions of a Strong Nation® class.
4.4. Compliance With Laws. Instructor must comply with all applicable laws, regulations and ordinances in the country, state and locality in which Instructor teaches STRONG Nation™ classes and approved events and obtain all appropriate approvals pertaining to marketing, advertising, or providing Instructor's services, including any fitness educational or certification requirements.
4.5. Promotional Materials. Instructor may use the STRONG Nation™ Marks on flyers, posters, schedules and other printed materials whose sole purpose is to promote Instructor's STRONG Nation™ classes or approved events. Such materials must include the "used under license" language.
4.6. Email Addresses. Instructor may use "STRONG Nation" as part of Instructor's email address so long as Instructor uses such address solely for the promotion of Instructor's STRONG Nation™ classes and approved, related STRONG Nation™ events and activities. Unless Instructor is a ZIN™ Member in good standing, Instructor cannot use "Zumba" alone in an email address promoting Instructor's STRONG Nation™ classes and approved, related STRONG Nation™ events and activities.
4.7. Domain Names. Instructor may use "STRONG Nation" as part of Instructor's domain name for a website promoting only Instructor's STRONG Nation® classes and approved, related STRONG Nation® events and activities (e.g., strongnationbyjenn.com is acceptable for an Instructor named "Jenn" whose website promotes only her STRONG Nation® classes and approved, related STRONG Nation® events and activities). Unless Instructor is a ZIN™ Member in good standing, Instructor cannot use "Zumba" alone in an email address promoting STRONG Nation® classes and approved, related STRONG Nation® events and activities. Registration and use of a domain name must adhere to the terms of this Agreement, including the following:
(a) Competing Goods/Services. Under a domain name containing the STRONG Nation™ mark, Instructor must not sell, offer for sale, advertise or promote any services or goods except Instructor's STRONG Nation™ classes and approved, related STRONG Nation™ events and activities.
(b) Transfer of Domain Name. In the event Zumba determines it needs or desires to own a domain name registered or operated by Instructor incorporating the STRONG Nation™ Marks, Instructor must, at Zumba's request, immediately transfer such domain name to Zumba. Zumba may reimburse Instructor for reasonable and documented out-of-pocket costs that Instructor paid to register the domain. Zumba 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) Sync Network Member Identification. Instructor must be identified in the Whois listing as the Registrant of a domain name used by Instructor containing the STRONG Nation™ Marks. Instructor must include his/her Instructor number or profile link in the domain name registration information. Instructor must not use a privacy protection service in connection with the registration of a domain name.
(d) Domain Name Containing Country Name. An Instructor wishing to register or use a domain name containing "STRONG Nation" and the name of a country (e.g., strongnationaustralia.com or strongnation-brazil.co.br) must obtain Zumba's approval in advance of such registration.
4.8. Internet Uses. Instructor may use the STRONG Nation™ Marks on a website, including blogs and social media sites, where Instructor uses the STRONG Nation™ Marks to promote Instructor's STRONG Nation™ 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.
(b) Link to Strongnation.com. Instructor must include a prominent hyperlink on the home page to strongnation.com.
(c) Music. Instructor must not use any 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 instructor profile:
This site is owned and operated by [insert name], a licensed STRONG Nation™ Sync Network Member. See my instructor profile at: [insert link].
(e) Adwords/Keywords. Instructor must not use any STRONG Nation™ 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 STRONG Nation™ Marks. In the case of group pages, all Instructors must be Sync Network Members and must be identified on the page. This Section applies to social media pages created and/or used for STRONG Nation™ events.
4.9. Radio, Television and News Coverage. Instructor must not use the STRONG Nation™ Marks on radio or television without Zumba's prior approval. Instructor may promote Instructor's STRONG Nation™ 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 Zumba's brand use guidelines. With respect to live news coverage, such coverage must not include more than ten minutes of a STRONG Nation™ class, approved event or STRONG Nation™ exercise routine without Zumba's prior approval. In the event Instructor is aware of the coverage, Instructor must notify Zumba by email to pr@zumba.com. In the event Instructor is not aware of the coverage in advance, Instructor must promptly notify Zumba after the coverage and, when possible, provide a copy of the article or footage.
4.10. Sale of Genuine STRONG Nation™ Products. Instructor may use the Marks in connection with the resale of genuine STRONG Nation™ products purchased from Zumba or an authorized distributor, so long as such sales are subordinate to Instructor's STRONG Nation™ classes or approved events. Instructor may resell original STRONG Nation™ 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 STRONG Nation™ 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.).
4.11. Charitable Fund Raising Services/Other Events. With Zumba's prior approval, Instructor may conduct STRONG Nation™ classes or events in connection with fund raising activities for charitable or other worthy causes. Charitable activities using the STRONG Nation™ Marks 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. Zumba reserves the right to prohibit Instructor from using the STRONG Nation™ Marks in connection with any fundraising activities that Zumba determines, in its discretion, is in conflict with this Agreement or is inconsistent with Zumba's business objectives or interests. Instructor is prohibited from using any Zumba® IP in connection with any event, whether charitable or not, unless Instructor is ZIN™ Member in good standing. For permission to host a charitable event or other event using the STRONG Nation™ Marks, Instructor must submit an approval request through strongnation.com and/or zumba.com.
4.12. Trade Shows/College Classes. With Zumba's prior approval, Instructor may conduct STRONG Nation™ classes at trade shows and in classes for college credit. An approval request must be submitted 14 days in advance through strongnation.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 STRONG Nation™ Marks if any other class-teaching participant is not a Sync Network Member.
5. Restricted Use of the STRONG Nation™ Marks & STRONG Nation™ IP. Zumba may use, or license others to use, the STRONG Nation™ IP in connection with various goods and services. Instructor must not use the STRONG Nation™ IP for purposes of promoting any workshop, training, instruction, choreography session, or other activity except Instructor's own STRONG Nation™ classes or approved events. Instructor must not use any STRONG Nation™ IP to identify a gym, workout facility, business or trade name, or any other facility, program or product, except as authorized herein, without Zumba's prior approval. Zumba reserves the right to remove any content posted on the Internet and/or used by Instructor that violates Zumba's rights in the STRONG Nation™ and/or Zumba™ IP.
5.1. Never Modify the STRONG Nation™ Marks. Instructor must use the STRONG Nation™ Marks in accordance with the terms of this Agreement and refrain from modifying the STRONG Nation™ Marks (e.g., Instructor must not refer to a STRONG Nation™ class as, for example, "STRONG", "STRONG Zumba" or "Zumba STRONG".
5.2. Never Use the STRONG Nation™ Marks in Business or Trade Names. Instructor must not use the STRONG Nation™ Marks in the name of a business or trade name including, for example, "STRONG Nation Studio", or "STRONG Nation Fitness Center.
5.3. Never Use the STRONG Nation™ Marks as Verbs or Nouns. Instructor must always use the STRONG Nation™ Marks as adjectives including, for example, "I Love the STRONG Nation™ program", or "My gym offers STRONG Nation™ classes.
5.4. Never Use the STRONG Nation™ Marks as Titles to Newsletters or Publications. Instructor must not use the STRONG Nation™ 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 STRONG Nation™ IP or any names, designs or logos similar to the STRONG Nation™ Marks. Notwithstanding the foregoing, Instructor may modify or repurpose official STRONG Nation™ products for Instructor's personal use. Modification and repurposing includes, for example, cutting or altering an official STRONG Nation™ 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 STRONG Nation™ product or portion thereof, whether bearing the STRONG Nation™ Marks or not, to any other non-STRONG Nation™ merchandise or products. Instructor must not offer for sale, sell, or distribute modified or repurposed STRONG Nation™ products.
5.6. Sync Network Materials. Instructor must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any Sync Network materials, including My First Class; welcome kits, or their contents; training manuals; and STRONG Nation™ CDs, DVDs, and digital content. Instructor must not play any STRONG Nation™ DVDs or digital content as part of a class or publicly perform any STRONG Nation™ video, including of Instructor's own classes. In the event of termination or cancellation of this Agreement, Instructor must retain Instructor's Sync Network materials, destroy them or return them to Zumba.
5.7. Videos/Recording/Music. Instructor must not film, record, stream live video, create DVDs or reproduce in any manner STRONG Nation™ classes or any STRONG Nation™ videos, digital content, CDs and/or DVDs. STRONG Nation™ videos, digital content, CDs and DVDs are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without Zumba's prior approval is prohibited.
5.8. Mobile Applications. Instructor must not use the STRONG Nation™ IP in connection with a mobile application, including in the title, icon and content of the application.
6. Termination. Zumba may immediately terminate this Agreement and Instructor's Sync Network membership at any time, with or without cause, by giving Instructor written notice. Upon termination without cause, any pre-paid Fees (i.e., Fees to cover future months) will be returned to Instructor.
6.1. For Cause. Zumba 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 Zumba deems detrimental to the STRONG Nation™ IP or the Zumba™ IP, the STRONG Nation™ brand or the Zumba™ brand, and/or the goodwill associated therewith. Zumba may, in its discretion, provide Instructor with an opportunity to cure any breach prior to termination. Upon termination for cause, any pre-paid Fees (i.e., Fees to cover future months) will not be returned to Instructor.
6.2. Effect of Termination. Upon termination, Instructor must immediately (i) discontinue use of the STRONG Nation™ IP, including in any websites or email addresses; (ii) comply with this Agreement concerning Sync Network materials; and (iii) transfer all domain names incorporating the STRONG Nation™ Marks to Zumba. All rights in the STRONG Nation™ IP and the goodwill associated therewith remain Zumba's exclusive property.
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 Zumba. If Instructor cancels this Agreement prior to the expiration of the Initial Term, Instructor must pay a termination fee in an amount set by Zumba. Zumba's "Cancellation" policy can be found on LICENSE_7_REBRAND.com and/or zumba.com.
8. Third-Party Infringement. Instructor must promptly notify Zumba (by emailing ip@zumba.com) of any unauthorized use of the STRONG Nation™ IP by a third party for which Instructor becomes aware. When reporting any unauthorized use of the STRONG Nation™ IP, Instructor must include the contact information for infringing party (name, address, email address, telephone number, etc.), along with evidence of the infringing conduct (screen shots, photographs, links to Internet websites, etc.), and any other pertinent information. Zumba has the sole right and discretion to take action, including retaining the proceeds of any settlement or recovery in such action. Instructor agrees to cooperate with Zumba in enforcing and protecting the STRONG Nation™ 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 attorney's 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 required to accept this Agreement shall be effective as an original signature and constitutes Instructor's acceptance to the terms hereof. As for ZIN™ Members who completed a STRONG Nation™ training prior to June 1, 2017, this Agreement will be provided to them by email on or around June 1, 2017, and the receipt of such email will be considered his/her acceptance of this Agreement. Instructor acknowledges that he/she has read and understands this Agreement in its entirety and that this Agreement may be modified at Zumba's discretion. Such changes may be effected by Zumba's posting of a change notice or new agreement on strongnation.com and/or zumba.com. Such modified terms are deemed incorporated herein and made part hereof. Zumba 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 Zumba has posted the changes on strongnation.com and/or zumba.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 strongnation.com and zumba.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 Zumba 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 Zumba or to act for or bind Zumba 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's relationship.
12. Disclaimer & Limitation of Liability. Zumba makes no representations or warranties, express or implied, with respect to the Sync Network, the Services, or any STRONG Nation™ 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 Zumba or the Zumba 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 Zumba has been advised of or should have known of the possibility of such damages. Zumba makes no representation that the operation of Zumba's website(s) will be uninterrupted or error-free. Zumba is not liable for the consequences of any interruptions or errors, although Zumba will make commercially reasonable efforts to correct errors or interruptions. In no event will Zumba 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 Zumba and the Zumba 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 the Services. STRONG Nation™ classes and events may not be safe or appropriate for everyone. Any information Zumba may provide to Instructor through a STRONG Nation™ training, in STRONG Nation™ materials, or on Zumba's website(s) regarding health and/or fitness is intended solely as educational aids and are not substitutes for medical advice or counseling. 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 fitness instruction and educational requirements in the country, state and locality where Instructor teaches. Zumba and the Zumba 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 Zumba. While Zumba strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, Zumba and the Zumba 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 Zumba and the Zumba 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. Zumba 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 Zumba: Chief Legal Officer, Zumba Fitness, LLC, 800 Silks Run, Suite 2310, Hallandale, FL 33009 E-mail: legal.compliance@zumba.com
If to Instructor: To the email address on Instructor's Sync Network registration or on his/her profile page.
16. No Waiver & Reservation of Rights. Zumba'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. Zumba reserves all rights not granted herein.
17. Sharing of Student Personal Data. These terms apply to the names and email addresses of student’s who signed up for Instructor’s online classes through SYNC Studio ™ (“Student Personal Data”) and agreed to allow Zumba to collect and share this Student Personal Data with you, the Instructor. For purposes of Applicable Privacy Laws (which, for the purpose hereof, means the California Consumer Privacy Act of 2018, as amended (“CCPA), the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and any other data protection, privacy, data breach, or similar or related laws), Instructor acknowledges that Instructor and Zumba are each a separate and independent controller of the Student Personal Data. Instructor further acknowledges that Instructor does not and will not process Student Personal Data with Zumba as a joint controller. Instructor agrees to comply with all applicable obligations under all Applicable Privacy Laws (inclusive of the GDPR), and that Instructor is individually and separately responsible for Instructor’s own compliance and individually and separately liable for Instructor’s failure to comply.
Instructor shall process Student Personal Data only for the purposes of contacting them concerning Instructor’s STRONG Nation ® classes, provided such processing strictly complies with all Applicable Privacy Laws and Instructor’s obligations hereunder. Instructor shall comply fully with all Applicable Privacy Laws with respect to Instructor’s processing, use, transfer, and/or deletion of Student Personal Data. In the event Instructor receives a request from a student relating to Instructor’s processing, use, transfer and/or deletion of the Student’s Student Personal Data, Instructor agrees to promptly comply with such request in accordance with Applicable Privacy Laws. Without limiting the foregoing, Instructor agrees to promptly comply with any student request pursuant to Article 16 (Right to rectification), Article 17 (Right to erasure), or Article 18 (Right to restriction of processing) of the GDPR that relates in any way to the Student Personal Data. In the event Instructor receives a request from a student relating to Zumba’s processing of the Student’s Student Personal Data, Instructor agrees to promptly notify Zumba of such request; (ii) direct the student to Zumba in order to enable Zumba to respond directly to the request; and (iii) reasonably cooperate with Zumba in responding to such request. Instructor agrees to implement appropriate measures to protect the Student Personal Data. At a minimum, Instructor shall use at least the same level of privacy protection as is required by the EU-US and Swiss-US Privacy Shield Framework and Principles issued by the U.S. Department of Commerce, both available at Privacy Shield Principles. In the event Instructor suffers any actual or suspected data breach (including any unauthorized access or use) with respect to the Student Personal Data, Instructor shall notify Zumba without undue delay and the parties shall reasonably cooperate with each other in taking such measures as may be necessary to notify affected individuals, comply with each party’s obligations under Applicable Privacy Law, and mitigate or remedy the effects of such data breach. Notwithstanding anything to the contrary herein, Instructor shall indemnify and hold Zumba harmless against all claims, actions, third party claims, losses, damages and expenses incurred by Zumba and arising directly or indirectly out of or in connection with a data breach, breach of the terms hereof and/or Applicable Privacy Laws by Instructor.
To submit questions regarding this Agreement please visit the Contact Us page on strongbyzumba.com and/or zumba.com and select "Legal Compliance".