TAPfit Instructor License Agreement
Grant of License
TAPfit is the legal and registered owner of the Intellectual Property (“TAPfit IP”). The TAPfit IP has been used to develop dance fitness, health and lifestyle programs marketed under the style or name of TAPfit.
The Instructor wishes to make use of the TAPfit IP by being granted a License so as to be able to conduct TAPfit Classes and instruct other in the use and benefits of TAPfit.
The Owner has agreed to grant the Instructor a license to conduct TAPfit Classes and utilise the TAPfit branding and resources. In consideration of this, the Instructor has agree to adhere to the terms of this Agreement.
The grant of a license is occurs upon payment of the License Fee and completion of the click-through process required to accept this Agreement on line and is effective as an original signature and constitutes the Instructor’s acceptance. Nothing in this Agreement grants the Instructor any right, title or interest in the TAPfit IP other than the right to use the TAPfit IP as permitted by this Agreement.
The Commencement Date is the earlier of the date of the Instructor’s enrollment in the TAPfit Instructor Network through the online purchase of TAPfit, or the 1st January 2016 if the Instructor was a TAPfit Member prior to that date.
Term of License
The Agreement is for a period of 6 months (“Initial Term”) and will automatically renew for successive one month periods unless: (a) TAPfit terminates the Agreement, or (b) the Instructor cancels his or her membership (“Term”).
Doing the Term the Instructor must pay TAPfit the fees in the instalments, for the amounts and at the times determined by TAPfit (“License Fee”). The License Fee is subject to change at TAPfit’s discretion. TAPfit may also establish, revise, modify or amend its billing practices, methods and fees, including its collection practices, payment practices, and fees for content or services provided on its website or other communication media.
Whilst TAPfit may accept payments of the License Fee from third parties (e.g., gyms) this Agreement remains between TAFfit and the Instructor. It is Instructor’s responsibility to ensure that the License Fee is paid as a third party paying the License Fee may, at any time cancel payment of the License Fee. TAPfit will make a reasonable attempt to inform the Instructor of a third party’s cancellation of payment however TAPfit is not responsible for any loss or damage, including termination of this Agreement, suffered by the Instructor as a result of non-payment of the License Fee.
Ownership of the Tapfit IP
The Instructor agrees that TAPfit is the owner of and has the all right, title and interest in the TAPfit IP including ownership of all live performance copyright rights in and to any TAPfit Classes, and including copyright rights in the filming, recording, streaming, uploading or reproduction of TAPfit Classes or events.
All TAPfit materials distributed to the Instructor are and remain the property of TAPfit. Any other use or distribution of such materials is prohibited, including the use of such materials by a party who pays the License Fee. Notwithstanding this, gyms and other facilities hosting the Instructor’s TAPfit Classes may use marketing materials made available to such parties by TAPfit.
What the instructor must do
The Instructor must:
- must obtain TAPfit’s prior written approval to use the name, logo or marks of a third party or create or imply an association in connection with TAPfit but may use the business name, trade name and/or trademark of a gym or facility where a TAPfit class or approved event is being held, so long as such use is subordinate to the TAPfit IP and the use is permitted by the gym or facility; TAPfit reserves the right to retrospectively cancel any written agreement with respect to how an Instructor may use the TAPfit name.
- use the Marks only in the form which is shown in the annexure, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks;
- follow TAPfit’s brand use guidelines;
- use the appropriate trademark symbol (® or ™) with each use of a Mark;
- follow all instructions, requests and/or demands made by TAPfit concerning Instructor’s use of the TAPfit IP;
- ensure the current versions of the Marks is used;
- include the words “used under license” on all materials, printed or electronic, which bear the Marks: TAPfit® and the TAPfit Fitness logos are trademarks of TAPfit, used under license.
TAPfit Brand Use Guidelines:
a. Avoid Variations
Do not change the spelling, insert hyphens or combine two words into one. (Incorrect: “You’ll love TAPfitting”).
b. Avoid Using TAPfit as a Trade or Company Name:
It is incorrect to use or refer to TAPfit as a trade name (e.g. company name or facility name). For example, don’t name your company with TAPfit in the title (e.g. TAPfit Brisbane or TAPfit Australia or “The California TAPfit Center”). Name your company something else and say that it offers the TAPfit program or classes.
c. TAPfit should be written in the following way:
With upper case “TAP” and lower case “fit”
d. Use of the TAPfit Logos
TAPfit Logos were designed to designate products and services developed by TAPfit and may be used by licensees in their exact form and only to advertise and promote TAPfit Fitness programs and products. Under no circumstances may the TAPfit Logos be used, without TAPfit’s express written consent, to manufacture and sell products such as clothing or any other merchandise. TAPfit Logos are not to be used in any form that vary from the samples provided to instructors and must not be used in combination with any other trade names, trademarks or logos.
What the instructor may do
The Instructor may:
- use “TAPfit” as part of his or her email address provided the Instructor uses the address solely for the promotion of Instructor’s TAPfit Classes or related TAPfit activities.
- use the Marks on flyers, posters, emails and other printed materials whose sole purpose is to promote Instructor’s TAPfit Classes. Such materials must include the “used under license” language.
What the instructor must not do
The Instructor must not:
- contest or take any action inconsistent with TAPfit’s ownership, the validity or enforceability of the TAPfit IP, or the validity of this Agreement.
- register or attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “TAPfit” or the Marks, or any derivations thereof, nor can Instructor assist any party in doing so.
- imply an affiliation with any third party, including an implied affiliation with any brand, organization or company, or with any individual not licensed to use TAPfit.
- make any unsavory remarks or comments and or create any materials or content that TAPfit determines in its absolute discretion, dilutes, disparages, or is detrimental to TAPfit. The Instructor agrees to promptly comply with any instructions from TAPfit, including the removal, deletion or withdrawal of such remarks, content or materials.
- include third party intellectual property rights in materials promoting Instructor’s TAPfit Classes without TAPfit’s prior approval, but the use of the name of a gym or facility where TAPfit Classes are being held is permitted if subordinate to the Marks and its use is permitted by the gym or facility.
The nature and quality of any marketing and services undertaken by the Instructor must conform to the standards set by TAPfit specified in the instructor training courses and manuals; published on the TAPfit website, in TAPfit’s brand use guidelines; and in this Agreement.
Instructor must cooperate with TAPfit to facilitate its monitoring and control over the nature and quality of Instructor’s marketing and services, including permitting it to observe the Instructor’s TAPfit Classes, to promptly comply with all instructions from TAPfit, and to supply TAPfit with evidence confirming compliance with this Agreement.
Domain Names and Web sites
Should the Instructor operate through or own a website or domain name he or she may use “TAPfit” as part of the website promoting only the Instructor’s TAPfit Classes and the registration and or the use is subject to the terms of this Agreement, including the following:
- Instructor must not sell, offer for sale, advertise or promote any services or goods except Instructor’s TAPfit Classes and authorized TAPfit goods and activities which has been approved by TAPfit in writing.
- In the event TAPfit determines it needs or desires to own a domain name registered or operated by Instructor incorporating the Marks, Instructor must, at TAPfit’s request, immediately transfer such domain name to TAPfit. TAPfit may reimburse Instructor for reasonable and documented out-of-pocket costs that Instructor paid to register the domain. TAPfit will not reimburse Instructor for any costs incurred in designing Instructor’s website, creating marketing materials, or any other costs incurred in connection with the domain name.
- the Instructor must be identified in the Who is listing as the Registrant of a domain name used by Instructor containing the Marks; must include his/her Instructor number or profile link in the domain name registration information and must not use a privacy protection service in connection with the registration of a domain name.
- An Instructor wishing to register or use a domain name containing “TAPfit” and the name of a country, area or suburb (e.g., tapfitaustralia.com or tapfit-brazil.co.br) must obtain TAPfit’s approval in advance of such registration.
Instructor may use the Marks on a website, including blogs and social media sites to promote Instructor’s TAPfit Classes the Instructor must adhere to the following guidelines:
- the words “used under license” must be included on the home page of Instructor’s website, which must reference all Marks used on the site.
- there must be included a prominent hyperlink on the home page to tapfit.com.
- the Instructor may use music provided TAPfit’s as background music on Instructor’s site. Any other music must be approved by TAPfit and provided he/she has obtained an appropriate license.
- the Instructor must identify his/her self as the owner of the Instructor’s Site by indicating his/her legal name on the home page. The Instructor must post the following link on the home page to his/her TAPfit Member profile: “This site is owned and operated by [insert name], a licensed TAPfit member. See my TAPfit profile at: [insert link].”
- the Instructor must not use any Marks as AdWords, paid search, keywords or otherwise for search engine optimization and/or for creating “sponsored links”.
- the Instructor must include his/her name in the title of any social media page(s) incorporating the Marks. In the case of group pages, all Instructors must be TAPfit members and must be identified on the page. This Section applies to social media pages created and/or used for events. TAPfit must not be used in the title of any social media account without prior written approval from TAPfit.
Radio, Television and News Coverage
The Instructor may promote Instructor’s TAPfit Classes through live or print news coverage, or through mainstream news organizations or print publishers but the Instructor must not use the Marks on radio or television without TAPfit’s prior approval. In the event of such promotion, the Instructor must inform the news organization or publisher of TAPfit’s brand use guidelines. With respect to live news coverage, such coverage must not include more than ten minutes of a TAPfit class or TAPfit exercise routine without TAPfit’s prior approval. In the event the Instructor is aware of the coverage, the Instructor must notify TAPfit by email to [email protected] In the event Instructor is not aware of the coverage in advance, Instructor must promptly notify TAPfit after the coverage and, when possible, provide a copy of the article or footage.
Sale of Genuine TAPfit Products
The Instructor may:
- use the Marks in connection with the resale of genuine TAPfit products purchased from TAPfit or an authorized distributor, provided such sales are ancillary to the Instructor’s TAPfit Classes;
- resell original TAPfit products on online trade boards, provided Instructor identifies him/herself in such listings;
- unless with prior approval, the Instructor may not sell TAPfit products outside of the territory where those products were purchased.
The Instructor must not make and sell their own Products using the TAPfit logo or trademarks.
The Instructor must not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, CDs, DVDs or promotional items, bearing the TAPfit IP or any names, designs or logos similar to the Marks however the Instructor may modify or repurpose official TAPfit products for the Instructor’s personal use (modification and repurposing includes, cutting or altering a TAPfit product from its intended use and form into a different use or form. Permitted modification and repurposing expressly excludes the application or combination of any TAPfit product or portion thereof, whether bearing the Marks or not, to any other non-TAPfit merchandise or products. The Instructor must not offer for sale, sell, or distribute modified or repurposed TAPfit products.
Charitable Fund Raising Services/Other Events.
With TAPfit’s prior approval, Instructor may conduct TAPfit Classes in connection with fund raising activities for charitable or other worthy causes. Such events must be identified under the name TAPfit Class Fundraiser. With prior approval, the Instructor may use TAPathon or other related TAPfit Marks for fundraising events. Activities using the TAPathon Mark must be conducted in accordance with applicable laws. The Instructor is responsible for the handling of and proper disbursement of all fundraising related to the event. TAPfit reserves the right to prohibit the Instructor from using the TAPathon mark, and/or the other Marks, in connection with any fundraising activities that TAPfit determines, in its discretion, is in conflict with this Agreement or is inconsistent with TAPfit’s business objectives or interests. For permission to host a charitable event or other event using the Marks, Instructor must submit an approval request through tapfit.com or email [email protected]
Trade Shows/College Classes
With TAPfit’s prior approval, Instructor may conduct TAPfit Classes at trade shows and in classes for college credit. An approval request must be submitted fourteen days in advance through tapfit.com.
USE OF MARKS and TAPfit IP
Restricted Use of the Marks & TAPfit IP.
TAPfit may use, or license others to use, the TAPfit IP in connection with various goods and services.
The Instructor must not:
- use TAPfit IP for purposes of promoting any workshop, training, instruction, choreography session, or other activity except the Instructor’s own TAPfit Classes;
- use any TAPfit IP to identify a gym, workout facility, business or trade name, or any other facility, program or product, except with prior approval. TAPfit reserves the right to remove any content posted on the Internet and/or used by Instructor that violates TAPfit’s rights in the TAPfit IP.
- Use the Marks in the name of a business or trade name including, for example, “TAPfit Dance Centre”, “TAPfit Studio”, or “TAPfit Fitness Center.”
- use the Marks, in whole or in part, as titles to print or digital newsletters or publications.
- copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any TAPfit Instructor materials; CDs and DVDs; and mega-mix CDs.
- play the TAPfit DVDs as part of a class or publicly perform any TAPfit video, including of Instructor’s own classes;
- use TAPfit IP in connection with a mobile application, including in the title, icon and content of the application
Never Modify the Marks
- use the Marks in accordance with the terms of this Agreement
- refrain from modifying the Marks or change the spelling of the Marks.
- only use the program names for which Instructor is licensed to teach,
- not alter the TAPfit program names or create his/her own program names.
Instructor must not film, record, stream live video, create DVDs or reproduce in any manner TAPfit Classes, or otherwise imitate TAPfit choreography or music. TAPfit videos, CDs and DVDs are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without prior approval is prohibited.
ACCEPTANCE OF AND MODIFICATIONS TO AGREEMENT
The Instructor acknowledges that:
- he or she has read and understands this Agreement; and
- he or she has sought such independent advice as was considered necessary.
This Agreement may be modified at TAPfit’s discretion by posting a notice of change or a new agreement on the TAPfit Website (“Change Notice”). Upon posting of a Change Notice such modified terms are deemed incorporated into and form part of this Agreement.
TAPfit will make commercially reasonable efforts to notify the Instructor of modifications prior to implementation but the enforceability of such changes is not contingent upon actual notification.
The Instructor agrees that notice of any changes will be communicated by way of a Change Notice posted on the TAPfit Website and agrees that he or she will regularly monitor it for publication of changes .
TERMINATION and CANCELLATION OF THE AGREEMENT
TAPfit may immediately terminate this Agreement and the Instructor’s membership at any time, with or without cause, by giving Instructor written notice. Upon termination without cause, any License Fee paid but not used will be returned to the Instructor.
TAPfit has the right to terminate this Agreement upon written notice in the event the Instructor breaches this Agreement or as a result of any action or conduct by the Instructor which TAPfit considers to be detrimental to the TAPfit IP, the TAPfit brand or its goodwill. Upon termination for cause, any Fee paid but not used will not be returned to Instructor.
Effect of Termination
Upon termination, the Instructor must immediately
- discontinue use of the TAPfit IP, including deleting any reference to TAPfit in any websites or email addresses used by Instructor;
- return them to TAPfit retain Instructor’s Teaching materials, destroy them or
- comply with this Agreement concerning TAPfit materials; and
- transfer all domain names incorporating the Marks to TAPfit.
Termination by Instructor
The Instructor cannot terminate this Agreement before the expiry of the Initial Term. The Initial Term for all Instructors is 6 months. Subject to giving 28 days’ notice to TAPfit, the Instructor may terminate this Agreement at any time after the expiry of the Initial Term or in the event the Instructor does not agree to any of the modified terms of the Agreement.
Should the Instructor seek to terminate the Agreement prior to the expiration of the Initial Term, the Instructor must pay all License Fees up to and the termination of the Agreement.
If the Instructor cancels his/her membership, they must complete a new Instructor Training Course during the next calendar year to continue to teach TAPfit.
Instructor must promptly notify TAPfit of any unauthorized use of the TAPfit IP by a third party for which Instructor becomes aware. TAPfit has the sole right and discretion to take action, including bringing action involving the TAPfit IP and retaining the proceeds of any settlement or recovery in such action. The Instructor agrees to cooperate with TAPfit in enforcing and protecting the TAPfit IP.
LIABILITY and RISK
Acknowledgement of Risk
The Instructor acknowledges that:
- TAPfit Classes or events may not be safe or appropriate for every person;
- any information which TAPfit may provide to the Instructor through a TAPfit training, in TAPfit materials, or on TAPfit’s website(s) regarding health and fitness is intended solely as an educational aid and are not as a substitute for a health and fitness assessment or appropriate medical advice;
- the 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 or she complies with all applicable laws, regulations and ordinances governing the instruction and supervision of children in the country, state and locality where Instructor teaches.
The Instructor will:
- give notice to TAPfit immediately the Instructor becomes aware of any incident, accident, or circumstance which may give rise to a claim for monetary compensation be a person particiapating in a TAPfit class, and
- indemnify TAPfit and the TAPfit Related Parties from any and all losses, liabilities, damages and expenses (including attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of any (i) criminal and/or negligent acts of Instructor; (ii) breach by Instructor of this Agreement; or (ii) other act or omission of Instructor.
Disclaimer & Limitation of Liability
TAPfit makes no representations or warranties, express or implied, with respect to the TAPfit Teachers Network, the TAPfit Services, or any TAPfit-related 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 TAPfit or the TAPfit Related Parties be liable to Instructor or any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of TAPfit has been advised of or should have known of the possibility of such damages. TAPfit makes no representation that the operation of TAPfit’s website(s) will be uninterrupted or error-free. TAPfit is not liable for the consequences of any interruptions or errors, although TAPfit will make commercially reasonable efforts to correct errors or interruptions. In no event will TAPfit be liable for any damages in excess of the Fees paid by Instructor during the six-month period preceding the date on which a claim arises.
Limitation of Liability
TAPfit and the TAPfit Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Instructor based on the information, services, or other material provided by TAPfit. While TAPfit will endeavor to provide complete, up-to-date and accurate information on its website(s) and in other materials, TAPfit and the TAPfit Related Parties do not guarantee, and will not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information.
The Instructor releases from liability, TAPfit and TAPfit Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Instructor’s provision of the Services. If Instructor is injured providing the Services, Instructor assumes any financial obligations for any medical costs Instructor may incur. TAPfit 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.
This Agreement records a relationship of licensor and licensee and does not create a partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties. TAPfit is not acting in acting in any fiduciary capacity nor does it have any fiduciary duty to the Instructor.
The Instructor does not have authority to make or accept any offers or representations on behalf of TAPfit or to act for or bind TAPfit in any manner.
The Instructor will not make any statements or take actions which may contradict the license relationship or confuse or mislead any person regarding the nature of the Parties’ relationship.
Compliance with Laws
The Instructor must
- comply with all applicable laws, regulations and ordinances in the country, state and locality in which Instructor teaches TAPfit Classes;
- comply with any requirements for the instruction and supervision of children; and
- obtain any approvals or registrations of any authority required to conduct TAPfit Classes.
Interpretation & Enforcement.
This Agreement will be construed in accordance with the laws of Queensland and Australia. The parties accept the jurisdiction of the courts of Queensland and Australia and waive any right to challenge the jurisdiction or venue of those courts.
TAPfit’s failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision.
Any notice, request, demand or other communication may be given to a Party at the addresses set forth below. Any notice or request hereunder must be given by registered or certified mail, return receipt requested; courier; or, e-mail.
If to TAPfit: Chief Legal Officer, TAPfit, P.O. Box 75, Mt Ommaney, Brisbane, Qld, Australia, 4074. E-mail: [email protected]
If to Instructor: To the email address on Instructor’s TAPfit profile page.
“TAPfit IP” means the Copyrights, Patents and Marks which are held by TAPfit now or which may be acquired by TAPfit from time to time.
“Marks” means the word trademarks and or service marks owned by TAPfit, including TAPfit™, Fit Body, Fit Brain, as well as the trademarked logos, being the logos shown in the annexure or as adopted by TAPfit from time to time.
“Related Parties” include TAPfit’s related companies, employees, directors, officers, agents, vendors and suppliers.
“Website” means www.TAPfit.com.au or such other or additional website of other digital format which may be adopted or used by TAPfit as its primary advertising or communication format.
“TAPfit class” includes the TAPfit approved events which may not be strictly a TAPfit class.
TAPfit Equipment Disclaimer:
Our TAPfit Taps are patented in over 50 countries and only available to Registered TAPfit Instructors. The TAPfit taps are made out of high quality & durable materials and TAPfit have strict quality and assurance procedures in place to ensure that your TAPfit attachments are manufactured to the highest possible standards. Please take the time to familiarise yourself with our “Getting Started” video on the online community to make sure that both you and all of your class members know how to put the attachments on properly. You can expect a normal amount of wear & tear on the metal tap part of the attachment. Any tears or breaks made in the silicon rubber section of the attachment is the result of bad application and is your responsibility to replace. TAPfit is not responsible & will not replace broken TAPfit attachments so please make sure your class treats them with respect and understands how to apply them to their shoes.
NB: If you get a tear in the front part of the attachment, this is because your class member applied the taps in an incorrect way and did not place their toes into the tap first before using the thick, back section of the taps to glide the attachment up and over their heel.
Can I bring another person to my TAPfit Training session?
Unfortunately not. Your accompanying person will have to purchase a separate TAPfit Instructor Licence. The TAPfit Instructor Licence is priced for an individual not a company or for multiple teachers from the one studio.