KundaDance by Maya Fiennes Instructor Agreement

 

Thank you for joining the community of instructors bringing KundaDance by Maya Fiennes (“KundaDance”) to students around the world.  


It is important that all instructors and students enjoy the highest quality experience with the KundaDance program.   Therefore, you and Mayalife, LLC (“Mayalife”) are entering into this Instructor Agreement (“Agreement”) to spell out our specific roles and responsibilities with regard to the KundaDance program.  We agree as follows:


  1. Definitions.For purposes of this Agreement, the following terms have the following meanings:

1.1 “KundaDance Marks” means trademarks, service marks and logos owned by Mayalife related to KundaDance.


1.2 KundaDance Works” means original instructional, literary, dramatic, musical, artistic and other works owned by Mayalife related to KundaDance, including but not limited to the KundaDance manual, KundaDance instructional videos and original KundaDance music.


1.3 “Mayalife Materials” means the KundaDance Marks and the KundaDance Works.


  1. Certification as an Instructor; Renewal.

2.1 Mayalife will provide you with in-person KundaDance training and will provide you a copy of the current versions of the KundaDance Works to continue to practice your instructional training on your own.  The time, place and number of participants in the training will be determined by Mayalife.


2.2 Before you begin teaching KundaDance classes to the public, you need to be certified as an instructor.  To start the certification process, create a video of yourself showing how you would teach a KundaDance class accompanied by the KundaDance music provided by Mayalife (an “Application Video”) and submit the Application Video to Mayalife for review at info@mayafiennes.com or such other email address that may be specified by Mayalife.


2.3 After review of your Application Video, Mayalife will, at its sole discretion, either (i) issue you a KundaDance instructor certification (“Instructor Certification”) or (ii) provide feedback on areas in your teaching which need improvement.  If you are not issued an Instructor Certification on your first try, you may submit a new Application Video to Mayalife for review. If you are not issued an Instructor Certification within two (2) months of your initial in-person KundaDance training or if you decide during that time not to submit a new Application Video for review, you must return the Mayalife Materials to Mayalife.


2.4 Your Instructor Certification is valid for one year after it is issued.  To renew your Instructor Certification each year, you will be required to complete annual continuing education in the latest KundaDance developments and quality standards.  Mayalife will notify you of the continuing education requirements for renewing your Instructor Certification at least thirty (30) days your current Instructor Certification expires.


  1. Use of Mayalife Materials; Restrictions.

3.1 For the period prior to being issued your Instructor Certification, and subject to the terms of this Agreement, Mayalife grants you a personal, nonexclusive, non-transferable, non-sublicensable and revocable limited license to use the Mayalife Materials solely for the purposes of practicing your instructional training and creating your Application Video(s).  No other uses are permitted.


3.2 For the period while your Instructor Certification is valid, and subject to the terms of this Agreement, Mayalife grants you a personal, nonexclusive, non-transferable, non-sublicensable and revocable limited license: (i) to use the Mayalife Materials for the purposes of practicing your instructional training and to teach your KundaDance classes and events; (ii) to use the KundaDance Marks in compliance with Mayalife’s then-current brand and trademark guidelines to promote and teach your KundaDance classes and events; and (iii) to use the KundaDance Marks in compliance with Mayalife’s then-current brand and trademark guidelines to identify you as a certified KundaDance instructor.  No other uses are permitted.


3.3 Mayalife owns all right, title and interest in the Mayalife Materials and your use of the Mayalife Materials inures to the sole benefit of and is on behalf of Mayalife.  The Mayalife Materials are licensed, not sold, and this Agreement does not give you any right, title or interest in the Mayalife Materials other than the licenses to use the Mayalife Materials as permitted herein. You will not contest Mayalife’s ownership of the Mayalife Materials, the validity or enforceability of the Mayalife Materials, or the validity of this Agreement. You will not register or attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “Kunda”, “KundaDance” or the Mayalife Marks, or any derivations thereof, nor will you assist any party in doing so.  All KundaDance Materials remain the property of Mayalife on loan to you and must be returned to Mayalife when your license to use the Mayalife Materials ends.


3.4 Mayalife will own all live performance copyright rights in and to any KundaDance classes or events, including the copyright in the filming, recording, streaming, uploading or reproduction of such classes or events.  However, you may make and use your own videos, photographs or printed materials promoting your KundaDance classes and events (“Instructor Promotional Materials”), provided that your Instructor Promotional Materials (i) comply with Mayalife’s then-current brand and trademark guidelines, (ii) are not promoted, offered or used as a substitute for the KundaDance Works or as a substitute for in-person teaching of KundaDance and (iii) are not sold, rented or leased by you to any third party.


  1. Standards of Conduct.  You agree to:
  • Conduct your business and KundaDance classes and events in a professional manner that reflects favorably at all times on the KundaDance program and the good name, goodwill and reputation of Mayalife and Maya Fiennes;
  • Comply with all laws, rules and regulations that apply to you and your classes and events;
  • Identify your KundaDance classes and events using the proper KundaDance Marks;  
  • Conduct your KundaDance classes and events using only the KundaDance movements and music approved by Mayalife;
  • Comply with any instructions from Mayalife with regard to your use and return of the Mayalife Materials; and
  • Hold your KundaDance classes and events at venues which are clean, safe and well-lit and which have a high-quality sound system.  Venues with excessively bright and uncomfortable florescent or neon lights are prohibited. KundaDance lessons should be a great experience for all and the environment matters.
  1. Fees.

5.1 As consideration for your initial instructor training and the licenses granted in Section 3, an “Initial Fee” of three hundred fifty dollars ($350.00) is due and payable prior to your initial KundaDance training.  


5.2 As consideration for the renewal of the licenses granted in Section 3, a “Renewal Fee” will be due on or before each anniversary of the date your Instructor Certification was issued.  Mayalife will give you notice of the amount of each year’s Renewal Fee at least thirty (30) days before payment is due.


5.3 Except as specifically set forth in this Agreement, Initial Fees and all Renewal Fees are non-refundable.


  1. Termination.

6.1 You may terminate this Agreement at any time by giving Mayalife written notice.


6.2 If you do not pay your Initial Fee or any Renewal Fee when due, this Agreement will automatically terminate on the payment due date.


6.3 Mayalife may terminate the KundaDance program at any time by giving you written notice, in which case you will be provided a pro-rata refund of your latest Initial Fee or Renewal Fee (as applicable).


6.4 Mayalife may terminate this Agreement by giving you written notice if you breach this Agreement or as a result of any other action or conduct by you that Mayalife deems detrimental to the KundaDance program or the good name, goodwill and reputation of Mayalife and Maya Fiennes. Mayalife may, but is not required to, provide you with an opportunity to cure any breach prior to termination under this section.


6.5 Upon termination, you will immediately: (i) stop teaching and promoting KundaDance classes and events; (ii) discontinue all use of your Instructor Promotional Materials; (iii) discontinue all use of the Mayalife Materials; (iv) return all Mayalife Materials in your possession or under your control to Mayalife; and (v) transfer any domain names in your possession or under your control which incorporate the Mayalife Marks to Mayalife.  All rights in and to the Mayalife Materials and the goodwill associated with them will remain the exclusive property of Mayalife following any termination of this Agreement.


  1. Disclaimers and Limitation of Liability.

7.1 Mayalife makes no representations or warranties, express or implied, with respect to KundaDance or the Mayalife Materials or any other Mayalife-related products or services, including warranties of fitness, merchantability or non-infringement.


7.2 KundaDance classes or events may not be safe or appropriate for everyone.  You will inform your students of this prior to every class or event. You are responsible for ensuring that you and every participant in your classes and events is physically and medically able to participate.  Mayalife assumes no responsibility for any medical expenses, injury or damages suffered by you or your students in connection with any KundaDance classes or events.


7.3 Any information that Mayalife may provide to you regarding health and fitness is intended solely as an educational aid and is not a substitute for medical advice.  Mayalife assumes no responsibility for any consequence relating directly or indirectly from any action or inaction based on the information, services or other material provided by Mayalife. While Mayalife strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, Mayalife does not guarantee, and will not be responsible or liable for, any damage or loss related to the accuracy, completeness or timeliness of such information.


7.4 Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will Mayalife or Mayalife’s affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors and suppliers (collectively, the “Mayalife-Related Parties”) be liable to you 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, even if Mayalife has been advised of or should have known of the possibility of such damages.  In no event will Mayalife be liable for any damages in excess of the total amount of the Initial Fees and any Renewal Fees paid by you.




  1. Release and Indemnification.

8.1 You hereby release from liability and agree to hold harmless Mayalife and the Mayalife-Related Parties for any accident, injury, illness, death, loss, damage to person or property, medical costs or other consequences suffered by you or any other person arising or resulting from your KundaDance classes and events.


8.2 You agree to indemnify, defend and hold harmless Mayalife and the Mayalife-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: (i) your breach of this Agreement; (ii) any criminal or negligent act by you; or (iii) any other act or omission by you.


  1. Notices. Any notice or request hereunder by you to Mayalife will be given via registered or certified mail (return receipt requested) or by courier to Mayalife, LLC, Attention - Chief Legal Officer, 1112 Montana Avenue #443, Santa Monica, CA 90403.  Any notice or request hereunder by Mayalife to you will be given to the address, email address or fax number provided with your signature below.

  1. General.

10.1 This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. Any legal proceeding arising out of or relating to this Agreement will be brought in the state and federal courts having jurisdiction in the County of Los Angeles, California.  Each party consents to the exclusive jurisdiction and venue of such courts.


10.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.


10.3 Failure by a party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.


10.4 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.   


10.5 This Agreement is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party.


10.6 This Agreement is not intended as and does not constitute an offer to sell, or the solicitation of an offer to buy, a franchise.


10.7 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control.


10.8 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.


10.9 This Agreement may be executed in counterparts, each of which will be deemed an original and all such counterparts will constitute one and the same agreement.


10.10 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.  This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.


MAYALIFE, LLC

 By: By:
Name: Name:
Title:
Date: Date:
Address:
Telephone: 
Email/Fax: