ANGEL INSTRUCTOR AGREEMENT

This ANGEL instructor agreement and grant of rights (“Agreement”) is between (“You” or ‘’you’’) and ANGEL workout, (‘’We’’ or ’’Us’’). By ordering, downloading, or using the ANGEL training program, You agree to be bound by the terms and conditions of this Agreement. If You do not agree, DO NOT access, download or use the Program. 

RECITALS

Whereas, ANGEL workout provides a comprehensive fitness teacher training program to women and men interested in teaching their own individual ANGEL workout classes. In addition, ANGEL workout provides regular (non-teacher training) fitness classes and now sells and/or in the future will sell ANGEL workout products and services, including, but not limited to instructional fitness DVD’s and other related fitness products; and

Whereas, Leads merchandise South Africa(Pty)Ltd is the owner of all rights, title and interest in and to the ANGEL trademark, logo and all designs associated therewith, together with the goodwill of the business and the services symbolized thereby; and

Whereas, you have successfully completed the ANGEL workout teacher training program, which enables you to become a party to this License Agreement and to thereby utilize certain defined ANGEL workout intellectual property pursuant to the terms and conditions set out below; and

Whereas, you desire to obtain the rights to use  ANGEL intellectual property detailed in this Agreement and ANGEL is willing to license such rights to you on the terms and conditions set forth in this Agreement;

Now therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

  1. License of ANGEL Intellectual Property. (a) During the time your ANGEL workout Instructor status remains in effect under this Agreement, We hereby grant to you, and you hereby accept, a non-exclusive, personal, non-transferable, revocable, limited license to use the ANGEL trademarks, service marks, logos, designs associated with the trademarks or logos, and any marketing materials or other promotional materials We make available to You, solely in the form and manner provided to You and solely for the purpose of your marketing, promoting and providing ANGEL workout  classes to third parties during the term. This Agreement and the certification of completion from ANGEL are personal to You.

 (a) Geographic Restriction. There is no geographic restriction. You can teach ANGEL workout anywhere.

 (b) Permissible Uses. This Agreement permits you to identify yourself as an ANGEL workout certified instructor, to teach ANGEL workout classes in a live setting, to use the name ANGEL workout in your class title, and to advertise yourself and your classes using  ANGEL workout trademarks, logos and service marks. You are NOT permitted to teach others to become ANGEL workout instructors, to sublicense or transfer this license or your certification to anyone else or to use the ANGEL Licensed Intellectual Property for any other purposes. For clarification purposes and as one example only, You are not permitted to videotape or otherwise capture electronically an ANGEL workout Class taught by You (or any other teacher) and sell the electronic version either in tangible form (i.e. DVD, video tape) or as a download or other electronic transfer (i.e. via a downloadable media form from the internet).

(c) Internet, Telecommunications. You will not use ANGEL workout or any confusingly similar term as a domain name (or part of a domain name), or for search engine optimization (SEO) or search engine marketing (SEM), or in any account name, user ID or other handle within any blogs, social networking websites, or any “posting” sites including, but not limited to, Facebook, YouTube, MySpace, Twitter, Instagram. etc., or as part of a name-based phone number including, but not limited to, 1-800-ANGEL workout anywhere in the world, without prior written consent.

  1. Ownership. Other than the limited license rights granted to you in this Agreement, Leads Merchandise South Africa (Pty) Ltd., owns all intellectual property rights to the ANGEL workout Licensed Intellectual Property and all other related trademarks or copyrights, which are, and shall remain the exclusive property of Leads Merchandise South Africa (Pty) Ltd . In addition, this Agreement in no way limits Leads Merchandise South Africa (Pty) Ltd rights to utilize or license the ANGEL workout Licensed Intellectual Property in any manner or to license their use to other individuals or entities.
  1. Quality Control. As an individual who successfully completed the ANGEL workout instructor training, You acknowledge and agree that the ANGEL workout Licensed Intellectual Property signifies a high level of quality to the purchasing public, and specifically the health and fitness community. To ensure that the ANGEL Licensed Intellectual Property retains it’s positive and quality reputation, You agree to use the ANGEL workout Licensed Intellectual Property in connection with the provision of quality fitness classes and to endeavor to maintain and/or enhance, and not diminish or dilute, the reputation and goodwill associated with the ANGEL name and intellectual property. You also agree to utilize the ANGEL Licensed Intellectual Property in accordance with all reasonable guidelines provided now, or at any time, and from time to time in the future, by Us.
  1. Term.

(a) Your instructor certificate is valid for the period specified on your certificate and starts from the date of issue of your certificate.

(b) If you are certifying to become an instructor for the first time, your certification program will cost four hundred and ninety-nine United States dollars (US$399) or the then current price and valid for six (6) months.

(c)To remain a Certified ANGEL Instructor in good standing you MUST renew your certificate by attending and successfully completing the supplemental instructor training certification PRIOR to it expiring. You must also pay the then re-certification fee which is now three hundred  and ninety nine United States dollars (US$299).This re-certification shall be valid for one year.

 We reserve the right at our sole discretion to: i. Modify the terms and conditions of the certification process and/or instructor rules and regulations, ii. Define or modify the ongoing instructor requirements or continued education requirements and/or iii. Increase or decrease the fees or cost of any certification course.

The requirements of renewal are intended to assist ANGEL workout in maintaining the current standards and quality of teaching associated with the ANGEL workout Licensed Intellectual Property and to enable You maintain a high level of expertise and proficiency. You will receive a written notice of the renewal term upon successful completion of the requirements.

  1. Termination.

(a) Definition and Right to Terminate. For the purposes of this Agreement, default by either party shall be deemed to arise upon the failure to cure a breach of any term or obligation of this Agreement for thirty (30) days following written notice from the other party outlining such breach. Upon the occurrence of such default, the non-defaulting party shall have the right to terminate this Agreement upon written notice to the defaulting party;

(b) Rights on Termination. Upon termination upon a default by You, your rights to offer, provide, or use the Program, Proprietary Materials, and the Confidential Information shall terminate.

  1. Independent Contractor.

 (a) You acknowledge and agree that you are an independent contractor and not an employee, partner, or agent of ANGEL, and nothing in this Agreement creates any joint venture, partnership or other relationship other than that of licensor and licensee. Upon successful completion of your ANGEL training (evidenced by a completion certificate) and full execution of this Agreement, you can start teaching whenever you feel ready. As an independent contractor, you will make the decisions regarding your business activities, and will be responsible for setting up your own schedule, rates, terms, and agreements, and selecting the facilities or other locations you determine to offer classes or instruction.

 (b) As an independent contractor you are fully responsible for and required to pay, any and all federal, state and local income taxes, self-employment taxes, and all other taxes, liability insurance of any kind, and other insurance related to your efforts as an independent contractor. Additionally, You are responsible for any expenses incurred or associated with your activities.

  1. Disclaimer. You acknowledge that We have not represented or guaranteed that you will be able to profit from your activities as an ANGEL workout instructor, or any particular amount of revenue that you can or will achieve by offering ANGEL workout/ Fitness classes. Your level of success as an independent contractor will be solely determined by your personal efforts, abilities, and resources, as well as the number of interested participants in your geographical area.
  1. Limited Warranty. There are no other warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose or non-infringement.
  1. Confidentiality and Non-Compete Covenant.

 (a) You acknowledge that Ignatius Ajuebor Jnr has gone to great effort and expense to develop and design the ANGEL workouts, teacher training classes, training methods and marketing strategies associated with ANGEL. You further acknowledge that the information associated with the practices, workouts, training methods, marketing strategies, and business processes are proprietary, trade secret information of Leads Merchandise South Africa (Pty) Ltd (“Confidential Information”).

 (b) You agree not to use any Confidential Information disclosed to you for any purpose other than to offer and provide ANGEL workout classes. You shall not disclose or permit the disclosure of any Confidential Information to third parties. You agree that you shall take all precautions in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized third parties. Such measures shall include, but not be limited to, the highest degree of care that you utilize to protect your own confidential information of a similar nature, which shall be no less than reasonable care.

 (c) The foregoing provisions of this Section 9 shall not apply to any information which: (1) was already known to you when such information was received from ANGEL; (2) was already available to the general public at the time of such receipt; (3) subsequently becomes known to the general public through no fault or yours; (4) is subsequently disclosed by a third party which has the bona fide right to make such disclosure; or (5) is required to be disclosed by law.

 (d) During the term of this Agreement, and for a period of six (6) months after the termination of this Agreement for any reason or no reason, you agree not to teach or market, or cause to be marketed any fitness class/program that is substantially similar to the ANGEL workout.

 (e) Damages resulting from breach of the terms hereof may be difficult to measure accurately, and injuries sustained by ANGEL from any such breach may be difficult to calculate and remedy. You acknowledge and agree that Leads merchandise South Africa (Pty) Ltd  may be entitled to injunctive relief and specific performance of the covenants contained in this Section 9 in addition to any other remedy to which ANGEL may be entitled by law or in equity (including, but not limited to damages).

  1. Insurance. You agree to obtain and maintain in force adequate liability insurance for yourself and your business. You will forward a copy of the policy and/or amendments or additions to ANGEL workout promptly upon reasonable request.
  1. Indemnification. You shall indemnify and hold harmless ANGEL workout, Leads Enterprise South Africa (Pty) Ltd, and its owners, officers, directors, employees, agents and affiliates, from any and all claims, causes of action, losses, damages, or expenses, including reasonable attorneys’ fees and costs, incurred by such party relating to the actions, errors or omissions of you in marketing, offering or providing ANGEL Fitness classes or relating to the breach of any obligation by you under this Agreement.
  1. Exclusion and Limitation of Damages. Each party agrees that neither party shall be liable for incidental, special nor consequential damages based upon the use of the Program or Proprietary Materials by you or the distribution, marketing, and providing of the Program, even if one party has been notified of the possibilities of such damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall ANGEL workout’s liability to You exceed the total amount of money paid for the Program. The parties hereby acknowledge that the other portions of this Agreement have been made in reliance upon inclusion of this Section.
  1. Certification. The Program includes but not limited to an online assessment test. If you meet the passing requirements, you will be recognized as a certified ANGEL instructor, and you will receive a certificate at no additional cost.

The ANGEL certificate is deemed a specialty certification. You acknowledge that some fitness facilities and/or government regulation may require you to have a general group exercise certification or other qualifications prior to permitting you to teach an ANGEL Fitness class. It is your responsibility to determine the qualifications and/or certifications necessary to teach classes in the facilities or locations you choose.

  1. Advertising and Marketing.

Any advertising or marketing activities You conduct in connection with your Certified ANGEL workout Instructor Status must follow the terms and conditions of this Agreement. Those activities must not be discourteous, illegal, offensive, deceptive, misleading, unethical or immoral. You are responsible for the accuracy, legality and legitimacy of any and all content in your advertising, marketing or promotional materials provided to You by us for use in connection with your ANGEL workout Classes, including the ANGEL logo, or any other materials. Without limiting the generality of the foregoing, the following specific provisions also apply:

  1. Advertising and Marketing Materials: All advertising, marketing, promotional, and other materials You use to communicate your services and status as a Certified ANGEL workout Instructor are subject to our approval, including but not limited to any websites or social media pages, all of which must comply with all applicable laws and regulations, as well as all terms and conditions of this Agreement, and must not infringe any intellectual property, personal, privacy, publicity, or other rights of any third party. Materials We furnish to You are deemed approved as long as they are used in exactly the form that We provided to you.
  2. You may Not make any claims or statements (which include testimonials) as to therapeutic, curative, or diagnostic properties of ANGEL workout or any products or services offered by us, except those specific claims contained in official ANGEL Materials we furnish to you, which claims may only be repeated in exactly the same format upon prior written approval from us.
  3. Specifically, you may not make any claim or statement that the ANGEL workout can cure, treat, diagnose, mitigate, or prevent any conditions or diseases or achieve any guaranteed results.
  4. You may Not create or use, or assist or encourage any third party to create or use any ANGEL Intellectual Property in connection with any products, including but not limited to apparel (including, for example, T-shirts, caps or other similar items), accessories, key chains, sports equipment, ingestible products, DVDs, or anything else.
  5. You may not use the name, image or likeness of Ignatius Ajuebor Jnr without prior written consent.
  6. Use of Your Name, Image, or Likeness: You grant us (including our affiliates, subsidiaries, representatives and assigns, officers, employees, advertising and promotional companies, distributors, or any person(s) or corporation(s) acting with our permission or authority) a perpetual irrevocable, royalty-free license throughout the universe to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works of, and/or otherwise use your name, image, voice, statements and/or likeness in connection with any advertising promotion, marketing, or other informational manner relating to the Certified ANGEL workout Instructor Program, in any media now known or later devised, in such manner, for such purposes and with such frequency as we shall determine at our sole discretion without compensation or consideration to you, without attribution to you, and without further authorization by you. Such use may include, but is not limited to identifying you in published lists (including online) of Certified ANGEL workout Instructors, including your geographic location and status (including whether your certification remains in good standing under this Agreement). You agree to execute any and all documents necessary for us to exploit your grant of rights under this paragraph. You agree to waive artistic or moral rights in and to any materials created or used by us under this section.
  7. Non-Disparagement: You agree not to make negative comments or remarks in any medium (oral, online, written, or while providing instruction or training) about the ANGEL workout Program, Ignatius Ajuebor Jnr. or any personnel of the foregoing (directors, owners, employees, consultant, partners, etc.).
  8. News Coverage: You may promote your Certified ANGEL workout Instructor Status and activity through live news coverage or print news media, such as newspapers, television, radio and magazines, by any mainstream news organization or print publisher. However, in the event you do so, you must inform the news organization or publisher of our guidelines for proper copyright and trademark usage. If you are aware of such coverage in advance, you must notify us of such coverage by emailing info@angel-workout.com. If you are not aware in advance, you must notify us promptly after the coverage takes place and, when possible, provide us with a copy of the article or the footage for such news coverage.
  1. Miscellaneous Provisions:
  1. Entire Agreement and Severability Provisions. This Agreement constitutes the entire understanding and agreement between ANGEL and you and supersedes any and all prior, contemporaneous oral or written communications relating to the subject matter hereof, all of which are merged herein. This Agreement can only be modified, amended, or altered by an instrument in writing, mutually signed by the parties hereto. Such amendment shall be binding with or without any additional consideration. If any provision of this Agreement is held unenforceable, said holding shall not be deemed to impair the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.
  2. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to written instrument signed by the party or parties waiving compliance. This waiver shall be effective only in the specific instance and for the specific purpose stated.
  3. Relationship of Parties. Nothing contained herein shall be deemed or construed as creating a joint venture or partnership between the parties. Further, it is not the intention of this Agreement or the parties hereto to confer a third party beneficiary right of action upon any person or entity whatsoever.
  4. Governing Law and Attorney’s Fees. This Agreement shall be construed and enforced in accordance with the laws of the Eastern Cape, South Africa, without regard to the conflicts of laws principles thereof. The prevailing party in any action or proceeding between the parties arising out of or related to this Agreement shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection therewith
  5. Survival of Certain Provisions. The provisions of Sections 2, 6, 9, 11 and 12 hereof shall survive termination of this Agreement for any reason or no reason, and shall remain enforceable.
  6. Notices. All notices, demands, payments and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) the day delivered, if delivered personally, (ii) the next business day if sent by nationally recognized overnight carrier, or (iii) three days after deposit in the mail, if mailed by certified mail, postage prepaid, return receipt requested, all as set forth below
  7. Assignment. This Agreement is personal to you, and you may not sell, transfer or assign this Agreement or the rights or obligations hereunder, and any attempted assignment shall be null and void.