CORIO Dance™ INSTRUCTOR LICENSE AGREEMENT
This Agreement is entered into between CORIO Dance (CORIO Ltd), and you (“Instructor”), and is effective as of the date of the purchase of the Instructor Training Program.
CORIO Dance and Instructor are referred to singularly as a “Party” and collectively as the “Parties.”
CORIO Dance owns the CORIO Dance IP (as defined below) and uses the CORIO Dance IP in connection with educational services in the field of fitness (“Services”).
Instructor has completed an official CORIO Dance training and desires to make use of the CORIO Dance IP.
In consideration of the foregoing and the mutual promises set forth below, the Parties agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms have the following meanings:
1.1. Term. This Agreement shall continue in full force and effect from the date that the terms of this agreement are accepted and the date of the Instructor certification, except that the Agreement may be terminated as provided for herein.
1.2. CORIO Dance Marks. Means certain word trademarks and/or service marks owned by CORIO Ltd, as well as certain trademarked logos.
1.3. CORIO Dance Copyrights. Means certain original literary, dramatic, musical, artistic and other works within the meaning of U.K. Copyright Laws used in association with the Marks.
The CORIO Dance Copyrights are valid, subsisting and in full force and effect.
1.4. CORIO Dance IP. Means the CORIO Dance Marks and CORIO Dance Copyrights.
1.5. CORIO Dance Parties. Means CORIO’s affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors and suppliers.
2. Grant of License. Subject to the terms hereof, CORIO Dance grants Instructor a limited, nonexclusive, nontransferable, revocable license, without warranty to use the CORIO Dance Marks to promote and teach Instructor’s CORIO Dance classes and approved events (“License”).
2.1. Territory.
The License is not valid in any country to which the U.K. restricts trade or where exercising rights hereunder would violate any law, regulation or ordinance.
2.2. Use of other CORIO Dance IP.
With the exception of the CORIO Dance IP, Instructor has no right to use any other trademarks, service marks, logos, designs, copyrights, or other intellectual property rights owned by CORIO Dance including, but not limited to, the Vari trademarks, service marks, and logos (the “VARI IP”). Instructor agrees to promptly comply with any instructions from CORIO Dance, including the removal, deletion or withdrawal of any unauthorized use of the VARI IP. Any unauthorized use of the VARI IP by Instructor can result in the immediate termination of this Agreement or other remedies, whether in law or equity, in CORIO Dance’ sole discretion.
2.3. Disparagement.
Instructor cannot make any unsavory remarks or comments and/or create any materials or content that CORIO Dance determines, in its discretion, dilutes, disparages, or is detrimental to the CORIO Dance IP, the CORIO Dance brand or the goodwill associated therewith. Instructor agrees to promptly comply with any instructions from CORIO Dance, including the removal, deletion or withdrawal of such remarks, content or materials.
2.4. Ownership of the CORIO Dance IP.
CORIO Dance owns all right, title and interest in the CORIO Dance IP and Instructor must not take any action inconsistent with CORIO Dance’ ownership thereof. Instructor’s use of the CORIO Dance IP inures to the sole benefit of and is on behalf of CORIO Dance. In that regard, CORIO Dance shall own all live performance copyright rights in and to any CORIO Dance 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 CORIO Dance IP other than the right to use the CORIO Dance IP as permitted herein. Instructor must not contest CORIO Dance’ ownership of the CORIO Dance IP, the validity or enforceability of the CORIO Dance 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 CORIO Dance Marks, or any derivations or components thereof, nor can Instructor assist any party in doing so. Instructor must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any CORIO Dance materials, including the CORIO Dance Instructor Training or its contents; training manuals; and CORIO Dance DVDs and digital content. Instructor must not play any CORIO Dance DVDs or digital content as part of a class.
2.5 Digital Content.
In addition, Instructor must not film, record, stream live video, create DVDs or reproduce in any manner CORIO Dance classes or any CORIO Dance videos, digital content, CDs and/or DVDs without prior written consent from CORIO Ltd. CORIO Dance videos, digital content, and DVD content are fully protected under U.K. copyright laws, and any unauthorized duplication, exhibition, distribution or use without CORIO Ltd’s prior approval is prohibited.
3. Proper Use of the CORIO Dance Marks.
Instructor has no rights to use the CORIO Dance IP other than as set forth herein. Instructor must (i) use the CORIO Dance Marks only in the form provided by CORIO Dance, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow CORIO Dance’ brand use guidelines; (iii) use the appropriate trademark symbol (® or ™) with each use of a CORIO Dance Mark; (iv) follow all instructions, requests and/or demands made by CORIO Dance concerning Instructor’s use of the CORIO Dance IP; and (v) use best efforts to use the current versions of the CORIO Dance Marks as provided by CORIO Ltd.
3.1. Under License Language.
Instructor must use the following “used under license” language on all materials, printed or electronic, which bear the CORIO Dance Marks: CORIO Dance and the CORIO Dance logos are trademarks of CORIO Ltd, used under license.
3.2. Quality Standards.
The nature and quality of Instructor’s marketing and services using the CORIO Dance Marks must conform to the standards set by CORIO Dance (i) in the CORIO Dance instructor training course and the CORIO Dance Instructor Training Manual; (ii) in the CORIO Academy; (iii) in CORIO Dance’ brand use guidelines; and (iv) in this Agreement. Instructor must cooperate with CORIO Dance in facilitating CORIO Dance’ control over the nature and quality of Instructor’s marketing and services, to permit observation of Instructor’s CORIO Dance classes or approved events, to promptly comply with all instructions from CORIO Dance, and to supply CORIO Dance with evidence confirming compliance with this Agreement.
3.3. CORIO Dance Choreography.
For safety and quality control reasons, Instructor must use the CORIO Dance choreography/movements and format provided by CORIO Dance in all content and in subsequent content delivered to Instructor, if any. The Instructor may use his/her own music and/or create his/her own choreography/movements for the CORIO Dance class provided that the music and choreography adheres to the CORIO Dance guidelines and approximately 80% of the choreography is from the CORIO library.
3.4. Compliance With Laws.
Instructor must comply with all applicable laws, regulations and ordinances in the country, state and locality in which Instructor teaches CORIO Dance 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.
3.5. Promotional Materials.
Instructor may use the CORIO Dance Marks on flyers, posters, schedules and other printed materials whose sole purpose is to promote Instructor’s CORIO Dance classes or approved events. Such materials must include the “used under license” language.
4. Termination.
CORIO Dance may immediately terminate this Agreement at any time, with or without cause, by giving Instructor written notice. Upon termination, Instructor must immediately discontinue use of the CORIO Dance IP. All rights in the CORIO Dance IP and the goodwill associated therewith remain CORIO Dance’ exclusive property.
5. Third-Party Infringement.
Instructor must promptly notify CORIO Dance (by emailing hello@coriobody.com) of any unauthorized use of the CORIO Dance IP by a third party for which Instructor becomes aware. When reporting any unauthorized use of the CORIO Dance 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. CORIO Dance 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 CORIO Dance in enforcing and protecting the CORIO Dance IP.
6. Interpretation & Enforcement.
This Agreement will be construed in accordance with the laws of the U.K. Any legal action arising from or relating to this Agreement must be brought in a county court located in the U.K. 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 solicitors’ 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.
7. Acceptance of Terms. Instructor’s participation in the CORIO Dance training and acceptance of the Certificate shall constitute Instructor’s acceptance of the terms hereof. Failure to accept and be able to produce the Certificate at any point during the Term shall render the license granted hereunder void.
8. Disclaimer & Limitation of Liability. CORIO Dance makes no representations or warranties, express or implied, with respect to the Services, or any CORIO Dance 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 CORIO Dance or the CORIO Dance 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 CORIO Dance has been advised of or should have known of the possibility of such damages. CORIO Dance makes no representation that the operation of CORIO’s website(s) will be uninterrupted or error-free. CORIO Dance is not liable for the consequences of any interruptions or errors, although CORIO Dance will make commercially reasonable efforts to correct errors or interruptions.
9. Nature of the Services. CORIO Dance classes and events may not be safe or appropriate for everyone. Any information CORIO Dance may provide to Instructor in the CORIO Dance training, in CORIO Dance materials, or on CORIO Dance’ website(s) regarding health and/or fitness is intended solely as educational aids and are not substitutes for medical advice/counselling. 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.
CORIO Dance and the CORIO Dance 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 CORIO Dance. While CORIO Dance strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, CORIO Dance and the CORIO Dance 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 CORIO Dance and the CORIO Dance 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. CORIO Dance 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.