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First Time Teacher Membership

First Time Teacher Membership

First Time Teacher Membership

You must be registered in or successfully completed a Nia White Belt training to become a member.

First Time Teacher Membership includes all membership benefits and privileges plus you receive a branded Nia USB filled with exclusive Nia education and business tools including Nia Sharing The Joy Business + Marketing Guide, business planning worksheets, NiaSounds Passion music playlist, the entire Language of Nia movement videos (52 Moves voice prompt, learn the move, move the move, and energize the move) and your initial Nia membership initiation fee.

This contract expires in 12 months after which time you are eligible to join the Teacher Membership at the standard price.

NIA TEACHER MEMBERSHIP AGREEMENT

Nia Teacher Membership is a comprehensive continuing education program dedicated to supporting your Nia practice. Taking the White Belt is only the first step to Nia movement and mastery; ongoing practice is essential to embody the full value of Nia techniques and methodologies.

Nia Teacher Membership includes a teaching license. You may not teach Nia in any capacity without this membership.

To become a Member, you must

  • Register and enroll in the Nia White Belt Training Intensive.
  • Agree to the terms and conditions of the Nia Teacher Membership.
  • Pay the Membership Fee.

Nia Teacher Members agree to follow these Terms and Conditions and any additional policies and guidelines referenced in these Terms and Conditions (such as “Nia Technique Brand Guidelines"), all of which can be found on the NiaNow.com.

1. DEFINITIONS

1.1 The term "Agreement" refers to the Nia Teacher Membership Agreement you completed together with these Terms and Conditions and any additional policies and guidelines referenced herein, as such may be amended or modified from time to time.

1.2 The terms "we", "us", and "our" refers to Nia Technique, Inc.

1.3 The "Nia Marks" are the trademarks NIA TECHNIQUE™ and NIA™, and the logo shown at the top of these Terms and Conditions.

1.4 A “Nia Routine” is a choreographed body of work approved by us for the personal and professional use of Teacher Members.

1.5 The "Nia Written Materials" include but are not limited to the Learn books, Embody and Share books, workshop manuals, lesson plans, student handouts, advertising and promotional materials, resources, templates and other educational materials for personal mastery and professional use available on the NiaNow.com.

1.6 The terms "you" and "your" refers to the Teacher Member who completes and signs the related Nia Teacher Membership Agreement.

2. Fees

You agree to pay the membership fees described on Nianow (the "Teacher Membership Fees"). Teacher Membership Fees may be paid on a monthly or yearly basis. They are automatically withdrawn via our automated payment system. Teacher Membership Fees are subject to periodic review and may be adjusted from time to time. You will be notified of the then current Teacher Membership Fees at the time that your Teacher Membership is up for renewal.

3. TERM + TERMINATION

3.1 Term. Your First Time Teacher Membership will commence on the day that you pay your First Time Teacher Membership Fees (the "Effective Date") and will continue for a term of 12 months. If you choose to continue your membership, you must purchase the Teacher Membership (Annual or Monthly) within 15 days after the end of your contract’s expiration. If you do not purchase the Teacher Membership within that period and still later wish to join, you will be charged an Administrative Fee to reactivate your membership account in addition to the membership price. We will notify you by email prior to the expiration of the then current term.

3.2 Termination by Member. You may cancel your membership auto renewal by providing us with advance written notice AT LEAST 30 days before your membership is scheduled to auto-renew.

3.3 Termination by Us. We have the right to terminate your Teacher Membership at any time, with or without cause, by providing you with written notice of termination. If we terminate your Teacher Membership prior to the end of a 1-month term, we will reimburse you for the remaining portion of the term on a pro rata basis.

4. General Provisions

4.1 Relationship. The parties are not and will not be considered joint ventures, partners, or employees for one another. Neither you nor we will have the power to bind or obligate the other except as specified in the Agreement. Neither you nor we may make any representation to anyone that would create any apparent employment or partnership. You acknowledge that we are not in a fiduciary relationship with you.

4.2 Waiver. A waiver of any breach of any provision, term, covenant, or condition of the Agreement will not be a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition. No waiver of any provision of the Agreement is effective unless set forth in writing and signed by the party granting the waiver.

4.3 Entire Agreement. The Agreement constitutes the entire agreement with respect to your Teacher Membership and supersedes all prior agreements, correspondence, representations, communications and negotiations between the parties that relate to the same subject matter.

4.4 Modifications. You acknowledge that we may update and/or modify the Agreement from time to time at our sole and absolute discretion. We will post a notice of any changes or modifications to the Agreement on the members-only section of the NiaNow.com website, and all such changes or modifications will take effect the first time that you login to the NiaNow.com website after such posting. If you do not agree to any future changes and/or modifications, you must terminate your Teacher Membership immediately. Otherwise, your continued payment of Teacher Membership Fees will confirm your acceptance of any changes and/or modifications.

4.5 Dispute Resolution.

(a) Any controversy or claim arising out of or relating to the Agreement shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with the then current International Arbitration Rules. The arbitration will be heard by one arbitrator and conducted in Portland, Oregon, in English and according to the laws of the State of Oregon. If the parties cannot agree upon an arbitrator within 30 days of filing, it is agreed that the tribunal will appoint an arbitrator.

(b) Notwithstanding the preceding, we may in our sole discretion, waive our rights under Section 6.5(a) above and have any dispute arising out of or related to the Agreement resolved by the courts in any country located in the territory, and in that case, you agree those courts will have exclusive jurisdiction in relation to that dispute.

4.6 Governing Law, Jurisdiction and Venue. The Agreement is governed by the laws of the State of Oregon. Any controversy or claim arising out of or relating to the Agreement must be brought in the Circuit Court of the State of Oregon for Multnomah County or the United States District Court for the District of Oregon. Each party (a) irrevocably submits to the exclusive jurisdiction of such court in any such proceeding, (b) waives any objection it may have to venue or convenience of forum, (c) agrees that all claims in respect of the suit or action will be heard and determined only in such courts, and (d) agrees not to bring any proceeding in any other court.

5. PROFESSIONAL NIA TEACHING LICENSE

5.1 Overview. This Agreement provides you with a teaching license as set forth below. The Nia Marks and the Nia Written Materials are the property of Nia Technique, Inc. Individuals who teach Nia without having a current Teacher Membership are in violation of trademark and copyright laws. Any professional use of the Nia Marks and/or the Nia Written Materials that is not expressly permitted under this Section 5 requires advance written approval from the Nia Technique, Inc. You may not associate the Nia Marks and/or the Nia Written Materials with any other forms of movement.

5.2 Nia Classes. We grant you a non-exclusive, non-transferable license to use the Nia Marks and the Nia Written Materials to teach one-on-one or group Nia classes (a) that are based on Nia Routines that have been choreographed and approved by us for general use, (b) that are substantially similar in form and content to Nia Routines that have been choreographed and approved by us for general use, (c) that incorporate the Nia moves and follow the Nia 7 Cycle format, or (d) that are adapted and integrated into your existing health profession, as approved by us. You may use “Nia” or “Nia Technique” in your class title and identify yourself as a “Nia (belt level licensed) Teacher”.

5.3 Specialty Classes and Trainings. The license granted in Section 5 only includes the right to teach specialty Nia classes, such as "Nia 5 Stages" or “Nia 52 Moves,” once you have completed the appropriate certification(s). The license granted in Section 5 does not include the right to teach Nia trainings.

5.4 Workshops. This license grants you a non-exclusive, non-transferable license to use the Nia Marks and the Nia Written Materials to teach workshops in the Nia Technique.

6. PROFESSIONALISM + ETHICS

6.1 Professionalism and Ethics. You are required to follow the Code of Ethics, which may be amended from time to time. You agree that all classes you provide in connection with the Nia Marks will be of professional quality and that in operating your business you will follow the highest standards of honesty, integrity and fair dealing. You will not do anything that would tend to discredit, dishonor, reflect adversely upon, or in any manner injure the Nia Technique or the goodwill associated with the Nia Marks.

6.2 Music Licensing. The music licenses we obtain for music used on NiaSounds compilations and in conjunction with Nia Routines do not include public performance rights. A public performance is one that occurs "in a place open to the public or at any place where a substantial number of persons outside of a normal circle of a family and its social acquaintances is gathered." This means that each location where you provide Nia demonstrations or classes must obtain a public performance license from the publisher(s) of the music on NiaSounds and Nia Routines that you use. In addition, you are not authorized to use the music in the NiaSounds CDs and the Nia Routines on your website unless you individually obtain a public performance license. In most cases publisher performance rights licenses are contracted through ASCAP, BMI and SESAC in the United States, and various other performance rights societies in other countries.

6.3 CPR Training. All teachers agree to maintain certification in cardiovascular pulmonary resuscitation from the American Heart Association, American Red Cross, or an equivalent organization outside of the Unites States.

7. PROMOTING + PROTECTING THE BRAND

7.1 Advertising. All advertising and promotional activities that you undertake must be in good taste, must display a high degree of consistency with our branding, and must reflect favorably on Nia Technique. Upon our request, you agree to submit to us, prior to use, all advertising, promotional and public relations plans and materials you develop. When you submit materials, you must include a description of how you propose to use the materials, in what media they will be published, and any additional information we may request. We will have 30 business days after you submit your plans and materials to approve or disapprove the submitted items. If we require additional information concerning your plans and materials, we can extend this approval period for a reasonable time following the receipt of the requested information. If we do not disapprove of the materials and/or plans within 30 days of our receipt of the items, plus such additional time as we may reasonably require, the items will be considered approved. For the protection of the Nia Marks, we have complete and absolute discretion when deciding whether to approve your advertising and promotional materials, plans, programs and activities and/or to require you to stop using any materials, plans, programs, or activities, even if we have approved them previously.

7.2 Reservation of Rights. We retain the right to use, and/or license other persons to use, the Nia Marks and/or the Nia Written Materials for any purpose and to market, sell, license, lease or otherwise provide to any other person the same types of services and products that we make available to you as a Teacher Member.

7.3 Limitations on Use of Nia Marks. You are required to follow the Trademark Guidelines as presented in Nia Technique Brand Guidelines (2017). Nia Trademark Guidelines apply to all uses of the Nia Marks, whether in print media, websites, webpages, or social media forums. Among other things, the Trademark Guidelines prohibit the use of the Nia Marks as part of any corporate name, trade name, domain name, or social media name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. We reserve the right to review your use of the Nia Marks. Upon our request, you will cease using the Nia Marks in any manner that we believe in good faith to be in conflict with the Trademark Guidelines, our ownership of the Nia Marks and/or the Nia brand. You will not at any time, directly or indirectly, use trademarks that are confusingly similar to the Nia Marks.

7.4 Specialty Marks. To the extent the Teacher Members have completed a Nia Technique Teacher Training for a program in addition to the Nia White Belt Intensive Training, (e.g., Nia Moving To Heal, Nia Freedance, Nia Move IT, Nia FloorPlay, Nia 5 Stages) and remain a Teacher Member in good standing, Nia grants Teacher Member the corresponding specialty mark license (“Specialty Mark License”).

7.5 Permitted Use of Marks

Proper Use of the Marks. Teacher Member agrees to use Nia Marks including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks based on and in accord with Nia’s brand use and trademark guidelines. Teacher Member agrees to follow all instructions, requests and/or demands made by Nia Technique concerning the member’s use of the Nia Technique IP make best efforts to use the current versions of the Marks as provided by Nia Technique. Under License Language. Member must use the following “used under license” language on all materials, printed or electronic, which bear the Marks: “Nia® and the Nia Technique Fitness logos are trademarks of Nia Technique, Inc. used under license.” Promotional materials. Member may use the Marks on flyers, posters, emails and other printed materials whose sole purpose is to promote Member’s Nia classes or approved events. Such materials must include the “used under license” language. Email addresses. Member may use Nia or a Nia specialty Mark, for which Member is licensed, as part of Member’s email address so long as Member uses such address solely for the promotion of Member’s Nia classes and approved, related Nia activities. Domain Names + Related Use of the Marks. Member may use “Nia” or one of the Nia Specialty Marks, for which Member is licensed, as part of Member’s domain name for a website promoting only Member’s Nia classes and independent Nia teaching business. Member may not register a domain name containing the other Marks. Registration and/or use of a domain name must adhere to the terms of this Agreement, including: Trademark Notice. Member must include the “used under license” language on the home page of Member’s website, which must reference all Marks used on the site. Link to nianow.com. Member must include a prominent hyperlink on Member’s home page to nianow.com. Ownership. Member must identify his/her self as the owner of Member’s Site by indicating his/her legal name on the home page. In addition, Member must post the following link on the home page to Member’s Nianow profile: “This site is owned and operated by [YOUR NAME], a licensed Teacher Member. See my Nianow profile: [insert URL]”. Competing Services/Goods. Under a domain name containing the Nia mark, Member must not sell, offer for sale, advertise or promote any services or goods except Member’s Nia classes, approved events and related, authorized Nia merchandise and events. Transfer of Domain Name. In the event Nia determines it needs or desires to own a domain name registered or operated by Member incorporating the Marks, Member must, at Nia Technique’s request, immediately transfer such domain name to Nia. Nia may reimburse Member for reasonable and documented out-of-pocket costs that Member paid to register the domain. Nia will not reimburse Member for any costs incurred in designing Member’s website, creating marketing materials, or any other costs incurred in connection with the domain name. Teacher Member Identification. Member must be identified in the Whois listing as the Registrant of a domain name used by Member containing the Marks. Member must include a Teacher Member profile link in the domain name registration information. Member must not use a privacy protection service in connection with the registration of a domain name. Domain Name Containing Country Name. A Member wishing to register or use a domain name containing “Nia” and the name of a country (e.g., niaaustralia.au,) must obtain Nia Technique’s written approval in advance of such registration.

7.6 Limitation on Use of Nia Written Materials. You will not alter the Nia Written Materials in any way. Unless you have received prior written approval from Nia Technique, Inc., you will not copy, reprint or disseminate any of the Nia Written Materials.

7.7 Company Actions. We, at our own expense and in our absolute discretion, may commence, prosecute and/or settle any infringement, copyright, unfair competition or any other action relating to any of the Nia Marks, the Nia Written Materials, and/or the Nia Routines and will retain any award or settlement obtained as a result thereof. You agree to comply with all reasonable requests made in connection with any matter relating to protection or enforcement of our rights to the Nia Marks, the Nia Written Materials and/or the Nia Routines. We will reimburse you for direct expenses incurred at our request under this section.

7.8 Notice of Claims and Inquiries. You agree to notify us immediately of any legal demand, action, suit or proceeding (any "Claim"), or any inquiry by a governmental agency or official, and/or any media outlet, relating to Nia. We may, on your behalf, undertake the defense of any Claim that we reasonably believe is likely to have a significant impact on the Nia Technique and/or the Nia Marks. If we undertake the defense of any Claim on your behalf, you will be required to pay all reasonable costs and expenses, including any attorney fees that we incur in connection with the Claim. We may voluntarily assist with such costs and expenses as we determine in our sole discretion.

7.9 Discontinuation of Use. Upon termination of your Teacher Membership, you must immediately discontinue using the Nia Marks and the Nia Written Materials, and shall immediately and at your own cost, remove signs and materials related to the Nia Marks from any owned or leased facilities, cease using any brochures, flyers, directories or other means of communication whereby you are identified using the Nia Marks, and remove the Nia Marks from any websites, or social media pages under your control.

8. TRANSFER

8.1 Transfer by Us. We may assign or transfer all or any part of our rights or obligations under the Agreement to any person or legal entity. If we do so, the Agreement will be binding upon and inure to the benefit of our successors and assigns.

8.2 Transfer by You. You acknowledge that your rights and duties as a Teacher Member are personal to you and that you may not transfer any rights or obligations under the Agreement.

9. INDEMNITY, INSURANCE + LIMITATION OF LIABILITY

9.1 Indemnity. You agree to defend, indemnify and hold harmless, us, our affiliates, and our and their respective officers, directors, owners, agents, and employees, from all fines, suits, proceedings, Claims, demands, actions, losses, attorney fees and damages arising out of your use of the Nia Marks and/or any acts or omissions of you, your employees and/or your agents.

9.2 Insurance. At all times during which you are operating a business that uses the Nia Marks, you shall, at your own expense, maintain in full force and effect with a reputable insurance carrier comprehensive general liability insurance in the minimum amount of $1,000,000 per occurrence and $3,000,000 in the aggregate, including coverage for professional liability, personal injury, products liability and damages to rented premises. Your insurance policies must contain a separate endorsement naming Nia Technique, Inc. as an additional insured and must be written as primary policies, without limitation in any way as a result of any insurance that Nia Technique, Inc. maintains. Your insurance policies must not contain a coinsurance provision or have a deductible in excess of $5,000. Your insurance policies must require that Nia Technique, Inc. be given 30 days written notice of cancellation. You must deliver to us at any time upon demand, Certificates of Insurance evidencing compliance with all of the requirements of this Section 9.

9.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS, AND EMPLOYEES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES IN EXCESS OF THE AMOUNT OF LIVELIHOOD MEMBERSHIP FEES PAID BY YOU.

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First Time Teacher Membership Agreement

NIA TEACHER MEMBERSHIP AGREEMENT

Nia Teacher Membership is a comprehensive continuing education program dedicated to supporting your Nia practice. Taking the White Belt is only the first step to Nia movement and mastery; ongoing practice is essential to embody the full value of Nia techniques and methodologies.

Nia Teacher Membership includes a teaching license. You may not teach Nia in any capacity without this membership.

To become a Member, you must

  • Register and enroll in the Nia White Belt Training Intensive.
  • Agree to the terms and conditions of the Nia Teacher Membership.
  • Pay the Membership Fee.

Nia Teacher Members agree to follow these Terms and Conditions and any additional policies and guidelines referenced in these Terms and Conditions (such as “Nia Technique Brand Guidelines"), all of which can be found on the NiaNow.com.

1. DEFINITIONS

1.1 The term "Agreement" refers to the Nia Teacher Membership Agreement you completed together with these Terms and Conditions and any additional policies and guidelines referenced herein, as such may be amended or modified from time to time.

1.2 The terms "we", "us", and "our" refers to Nia Technique, Inc.

1.3 The "Nia Marks" are the trademarks NIA TECHNIQUE™ and NIA™, and the logo shown at the top of these Terms and Conditions.

1.4 A “Nia Routine” is a choreographed body of work approved by us for the personal and professional use of Teacher Members.

1.5 The "Nia Written Materials" include but are not limited to the Learn books, Embody and Share books, workshop manuals, lesson plans, student handouts, advertising and promotional materials, resources, templates and other educational materials for personal mastery and professional use available on the NiaNow.com.

1.6 The terms "you" and "your" refers to the Teacher Member who completes and signs the related Nia Teacher Membership Agreement.

2. Fees

You agree to pay the membership fees described on Nianow (the "Teacher Membership Fees"). Teacher Membership Fees may be paid on a monthly or yearly basis. They are automatically withdrawn via our automated payment system. Teacher Membership Fees are subject to periodic review and may be adjusted from time to time. You will be notified of the then current Teacher Membership Fees at the time that your Teacher Membership is up for renewal.

3. TERM + TERMINATION

3.1 Term. Your First Time Teacher Membership will commence on the day that you pay your First Time Teacher Membership Fees (the "Effective Date") and will continue for a term of 12 months. If you choose to continue your membership, you must purchase the Teacher Membership (Annual or Monthly) within 15 days after the end of your contract’s expiration. If you do not purchase the Teacher Membership within that period and still later wish to join, you will be charged an Administrative Fee to reactivate your membership account in addition to the membership price. We will notify you by email prior to the expiration of the then current term.

3.2 Termination by Member. You may cancel your membership auto renewal by providing us with advance written notice AT LEAST 30 days before your membership is scheduled to auto-renew.

3.3 Termination by Us. We have the right to terminate your Teacher Membership at any time, with or without cause, by providing you with written notice of termination. If we terminate your Teacher Membership prior to the end of a 1-month term, we will reimburse you for the remaining portion of the term on a pro rata basis.

4. General Provisions

4.1 Relationship. The parties are not and will not be considered joint ventures, partners, or employees for one another. Neither you nor we will have the power to bind or obligate the other except as specified in the Agreement. Neither you nor we may make any representation to anyone that would create any apparent employment or partnership. You acknowledge that we are not in a fiduciary relationship with you.

4.2 Waiver. A waiver of any breach of any provision, term, covenant, or condition of the Agreement will not be a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition. No waiver of any provision of the Agreement is effective unless set forth in writing and signed by the party granting the waiver.

4.3 Entire Agreement. The Agreement constitutes the entire agreement with respect to your Teacher Membership and supersedes all prior agreements, correspondence, representations, communications and negotiations between the parties that relate to the same subject matter.

4.4 Modifications. You acknowledge that we may update and/or modify the Agreement from time to time at our sole and absolute discretion. We will post a notice of any changes or modifications to the Agreement on the members-only section of the NiaNow.com website, and all such changes or modifications will take effect the first time that you login to the NiaNow.com website after such posting. If you do not agree to any future changes and/or modifications, you must terminate your Teacher Membership immediately. Otherwise, your continued payment of Teacher Membership Fees will confirm your acceptance of any changes and/or modifications.

4.5 Dispute Resolution.

(a) Any controversy or claim arising out of or relating to the Agreement shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with the then current International Arbitration Rules. The arbitration will be heard by one arbitrator and conducted in Portland, Oregon, in English and according to the laws of the State of Oregon. If the parties cannot agree upon an arbitrator within 30 days of filing, it is agreed that the tribunal will appoint an arbitrator.

(b) Notwithstanding the preceding, we may in our sole discretion, waive our rights under Section 6.5(a) above and have any dispute arising out of or related to the Agreement resolved by the courts in any country located in the territory, and in that case, you agree those courts will have exclusive jurisdiction in relation to that dispute.

4.6 Governing Law, Jurisdiction and Venue. The Agreement is governed by the laws of the State of Oregon. Any controversy or claim arising out of or relating to the Agreement must be brought in the Circuit Court of the State of Oregon for Multnomah County or the United States District Court for the District of Oregon. Each party (a) irrevocably submits to the exclusive jurisdiction of such court in any such proceeding, (b) waives any objection it may have to venue or convenience of forum, (c) agrees that all claims in respect of the suit or action will be heard and determined only in such courts, and (d) agrees not to bring any proceeding in any other court.

5. PROFESSIONAL NIA TEACHING LICENSE

5.1 Overview. This Agreement provides you with a teaching license as set forth below. The Nia Marks and the Nia Written Materials are the property of Nia Technique, Inc. Individuals who teach Nia without having a current Teacher Membership are in violation of trademark and copyright laws. Any professional use of the Nia Marks and/or the Nia Written Materials that is not expressly permitted under this Section 5 requires advance written approval from the Nia Technique, Inc. You may not associate the Nia Marks and/or the Nia Written Materials with any other forms of movement.

5.2 Nia Classes. We grant you a non-exclusive, non-transferable license to use the Nia Marks and the Nia Written Materials to teach one-on-one or group Nia classes (a) that are based on Nia Routines that have been choreographed and approved by us for general use, (b) that are substantially similar in form and content to Nia Routines that have been choreographed and approved by us for general use, (c) that incorporate the Nia moves and follow the Nia 7 Cycle format, or (d) that are adapted and integrated into your existing health profession, as approved by us. You may use “Nia” or “Nia Technique” in your class title and identify yourself as a “Nia (belt level licensed) Teacher”.

5.3 Specialty Classes and Trainings. The license granted in Section 5 only includes the right to teach specialty Nia classes, such as "Nia 5 Stages" or “Nia 52 Moves,” once you have completed the appropriate certification(s). The license granted in Section 5 does not include the right to teach Nia trainings.

5.4 Workshops. This license grants you a non-exclusive, non-transferable license to use the Nia Marks and the Nia Written Materials to teach workshops in the Nia Technique.

6. PROFESSIONALISM + ETHICS

6.1 Professionalism and Ethics. You are required to follow the Code of Ethics, which may be amended from time to time. You agree that all classes you provide in connection with the Nia Marks will be of professional quality and that in operating your business you will follow the highest standards of honesty, integrity and fair dealing. You will not do anything that would tend to discredit, dishonor, reflect adversely upon, or in any manner injure the Nia Technique or the goodwill associated with the Nia Marks.

6.2 Music Licensing. The music licenses we obtain for music used on NiaSounds compilations and in conjunction with Nia Routines do not include public performance rights. A public performance is one that occurs "in a place open to the public or at any place where a substantial number of persons outside of a normal circle of a family and its social acquaintances is gathered." This means that each location where you provide Nia demonstrations or classes must obtain a public performance license from the publisher(s) of the music on NiaSounds and Nia Routines that you use. In addition, you are not authorized to use the music in the NiaSounds CDs and the Nia Routines on your website unless you individually obtain a public performance license. In most cases publisher performance rights licenses are contracted through ASCAP, BMI and SESAC in the United States, and various other performance rights societies in other countries.

6.3 CPR Training. All teachers agree to maintain certification in cardiovascular pulmonary resuscitation from the American Heart Association, American Red Cross, or an equivalent organization outside of the Unites States.

7. PROMOTING + PROTECTING THE BRAND

7.1 Advertising. All advertising and promotional activities that you undertake must be in good taste, must display a high degree of consistency with our branding, and must reflect favorably on Nia Technique. Upon our request, you agree to submit to us, prior to use, all advertising, promotional and public relations plans and materials you develop. When you submit materials, you must include a description of how you propose to use the materials, in what media they will be published, and any additional information we may request. We will have 30 business days after you submit your plans and materials to approve or disapprove the submitted items. If we require additional information concerning your plans and materials, we can extend this approval period for a reasonable time following the receipt of the requested information. If we do not disapprove of the materials and/or plans within 30 days of our receipt of the items, plus such additional time as we may reasonably require, the items will be considered approved. For the protection of the Nia Marks, we have complete and absolute discretion when deciding whether to approve your advertising and promotional materials, plans, programs and activities and/or to require you to stop using any materials, plans, programs, or activities, even if we have approved them previously.

7.2 Reservation of Rights. We retain the right to use, and/or license other persons to use, the Nia Marks and/or the Nia Written Materials for any purpose and to market, sell, license, lease or otherwise provide to any other person the same types of services and products that we make available to you as a Teacher Member.

7.3 Limitations on Use of Nia Marks. You are required to follow the Trademark Guidelines as presented in Nia Technique Brand Guidelines (2017). Nia Trademark Guidelines apply to all uses of the Nia Marks, whether in print media, websites, webpages, or social media forums. Among other things, the Trademark Guidelines prohibit the use of the Nia Marks as part of any corporate name, trade name, domain name, or social media name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. We reserve the right to review your use of the Nia Marks. Upon our request, you will cease using the Nia Marks in any manner that we believe in good faith to be in conflict with the Trademark Guidelines, our ownership of the Nia Marks and/or the Nia brand. You will not at any time, directly or indirectly, use trademarks that are confusingly similar to the Nia Marks.

7.4 Specialty Marks. To the extent the Teacher Members have completed a Nia Technique Teacher Training for a program in addition to the Nia White Belt Intensive Training, (e.g., Nia Moving To Heal, Nia Freedance, Nia Move IT, Nia FloorPlay, Nia 5 Stages) and remain a Teacher Member in good standing, Nia grants Teacher Member the corresponding specialty mark license (“Specialty Mark License”).

7.5 Permitted Use of Marks

Proper Use of the Marks. Teacher Member agrees to use Nia Marks including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks based on and in accord with Nia’s brand use and trademark guidelines. Teacher Member agrees to follow all instructions, requests and/or demands made by Nia Technique concerning the member’s use of the Nia Technique IP make best efforts to use the current versions of the Marks as provided by Nia Technique. Under License Language. Member must use the following “used under license” language on all materials, printed or electronic, which bear the Marks: “Nia® and the Nia Technique Fitness logos are trademarks of Nia Technique, Inc. used under license.” Promotional materials. Member may use the Marks on flyers, posters, emails and other printed materials whose sole purpose is to promote Member’s Nia classes or approved events. Such materials must include the “used under license” language. Email addresses. Member may use Nia or a Nia specialty Mark, for which Member is licensed, as part of Member’s email address so long as Member uses such address solely for the promotion of Member’s Nia classes and approved, related Nia activities. Domain Names + Related Use of the Marks. Member may use “Nia” or one of the Nia Specialty Marks, for which Member is licensed, as part of Member’s domain name for a website promoting only Member’s Nia classes and independent Nia teaching business. Member may not register a domain name containing the other Marks. Registration and/or use of a domain name must adhere to the terms of this Agreement, including: Trademark Notice. Member must include the “used under license” language on the home page of Member’s website, which must reference all Marks used on the site. Link to nianow.com. Member must include a prominent hyperlink on Member’s home page to nianow.com. Ownership. Member must identify his/her self as the owner of Member’s Site by indicating his/her legal name on the home page. In addition, Member must post the following link on the home page to Member’s Nianow profile: “This site is owned and operated by [YOUR NAME], a licensed Teacher Member. See my Nianow profile: [insert URL]”. Competing Services/Goods. Under a domain name containing the Nia mark, Member must not sell, offer for sale, advertise or promote any services or goods except Member’s Nia classes, approved events and related, authorized Nia merchandise and events. Transfer of Domain Name. In the event Nia determines it needs or desires to own a domain name registered or operated by Member incorporating the Marks, Member must, at Nia Technique’s request, immediately transfer such domain name to Nia. Nia may reimburse Member for reasonable and documented out-of-pocket costs that Member paid to register the domain. Nia will not reimburse Member for any costs incurred in designing Member’s website, creating marketing materials, or any other costs incurred in connection with the domain name. Teacher Member Identification. Member must be identified in the Whois listing as the Registrant of a domain name used by Member containing the Marks. Member must include a Teacher Member profile link in the domain name registration information. Member must not use a privacy protection service in connection with the registration of a domain name. Domain Name Containing Country Name. A Member wishing to register or use a domain name containing “Nia” and the name of a country (e.g., niaaustralia.au,) must obtain Nia Technique’s written approval in advance of such registration.

7.6 Limitation on Use of Nia Written Materials. You will not alter the Nia Written Materials in any way. Unless you have received prior written approval from Nia Technique, Inc., you will not copy, reprint or disseminate any of the Nia Written Materials.

7.7 Company Actions. We, at our own expense and in our absolute discretion, may commence, prosecute and/or settle any infringement, copyright, unfair competition or any other action relating to any of the Nia Marks, the Nia Written Materials, and/or the Nia Routines and will retain any award or settlement obtained as a result thereof. You agree to comply with all reasonable requests made in connection with any matter relating to protection or enforcement of our rights to the Nia Marks, the Nia Written Materials and/or the Nia Routines. We will reimburse you for direct expenses incurred at our request under this section.

7.8 Notice of Claims and Inquiries. You agree to notify us immediately of any legal demand, action, suit or proceeding (any "Claim"), or any inquiry by a governmental agency or official, and/or any media outlet, relating to Nia. We may, on your behalf, undertake the defense of any Claim that we reasonably believe is likely to have a significant impact on the Nia Technique and/or the Nia Marks. If we undertake the defense of any Claim on your behalf, you will be required to pay all reasonable costs and expenses, including any attorney fees that we incur in connection with the Claim. We may voluntarily assist with such costs and expenses as we determine in our sole discretion.

7.9 Discontinuation of Use. Upon termination of your Teacher Membership, you must immediately discontinue using the Nia Marks and the Nia Written Materials, and shall immediately and at your own cost, remove signs and materials related to the Nia Marks from any owned or leased facilities, cease using any brochures, flyers, directories or other means of communication whereby you are identified using the Nia Marks, and remove the Nia Marks from any websites, or social media pages under your control.

8. TRANSFER

8.1 Transfer by Us. We may assign or transfer all or any part of our rights or obligations under the Agreement to any person or legal entity. If we do so, the Agreement will be binding upon and inure to the benefit of our successors and assigns.

8.2 Transfer by You. You acknowledge that your rights and duties as a Teacher Member are personal to you and that you may not transfer any rights or obligations under the Agreement.

9. INDEMNITY, INSURANCE + LIMITATION OF LIABILITY

9.1 Indemnity. You agree to defend, indemnify and hold harmless, us, our affiliates, and our and their respective officers, directors, owners, agents, and employees, from all fines, suits, proceedings, Claims, demands, actions, losses, attorney fees and damages arising out of your use of the Nia Marks and/or any acts or omissions of you, your employees and/or your agents.

9.2 Insurance. At all times during which you are operating a business that uses the Nia Marks, you shall, at your own expense, maintain in full force and effect with a reputable insurance carrier comprehensive general liability insurance in the minimum amount of $1,000,000 per occurrence and $3,000,000 in the aggregate, including coverage for professional liability, personal injury, products liability and damages to rented premises. Your insurance policies must contain a separate endorsement naming Nia Technique, Inc. as an additional insured and must be written as primary policies, without limitation in any way as a result of any insurance that Nia Technique, Inc. maintains. Your insurance policies must not contain a coinsurance provision or have a deductible in excess of $5,000. Your insurance policies must require that Nia Technique, Inc. be given 30 days written notice of cancellation. You must deliver to us at any time upon demand, Certificates of Insurance evidencing compliance with all of the requirements of this Section 9.

9.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS, AND EMPLOYEES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES IN EXCESS OF THE AMOUNT OF LIVELIHOOD MEMBERSHIP FEES PAID BY YOU.