WUKKOUT!® INSTRUCTOR LICENSING AGREEMENT
Last updated 10/4/20
Wukkout!® is a Caribbean based dance-fitness class designed by Krista Martins. Wukkout!® is an assembly of services and accessory products ranging from but not limited to choreography, instructor training, apparel, wristbands and towels.
Wukkout!® Instructor Training consists of two parts: 1) 6 hours of onsite or virtual education and 2) a practical evaluation.
A Wukkout!® Instructor (“Instructor”) is an individual that has undergone the 6 hour Wukkout!® Instructor Training, has passed the Practical Evaluation and was thus granted the above mentioned title.
Wukkout!® is the owner of the trademarks (“the Wukkout!® Marks”) including WUKKOUT!® and the respective logotypes, curriculum, choreography and other materials as well as holder of intellectual property rights associated with Wukkout!®
Now therefore, in consideration of the foregoing premises and the mutual promises hereinafter set forth, the parties agree as follows:
Grant of License
Subject to the terms and conditions of this Agreement, Wukkout!® hereby grants to Instructor a limited, revocable, non-exclusive, nontransferable, non-assignable, and non-delegable license (the “License”), without warranty,
To use the Wukkout!® Marks to promote the Services to be offered by Instructor,
To use the Wukkout!® Marks to promote and teach Wukkout!® classes and approved events,
To use the Wukkout!® Marks solely to identify as a Wukkout!® Instructor,
And following completion of the Wukkout!® Instructor Training, to use the Wukkout!® Marks only as expressly provided for in this Agreement.
Instructor accepts the License, during the Term hereof, all subject to the terms and conditions set forth herein.
Any transfer of the License or materials obtained within the License fee or using the materials after the License has expired is considered a breach of this Agreement subject to a penalty comparable to the punitive damages and possible termination of this Agreement at the sole discretion of Wukkout!®
License Fees
Upon successful completion of the Practical Evaluation, the Instructor is required to become a member of the Wukkout!® Instructor Network (WIN) in order to be able to facilitate Wukkout!® classes.
The Instructor shall be granted access to an online profile with choreography, music, marketing materials and educational materials. This is provided within the $19.99 monthly license fee (or $199.99 annual fee).
The License fee is subject to change at any time in Wukkout!®’s sole and absolute discretion.
Wukkout!® reserves the right to establish, revise, modify or amend at any time its billing practices, methods and fees, including without limitation collection practices, payment practices, supplemental fees and separate fees for content or services provided on Wukkout!®’s website(s).
Wukkout!® shall not be required to provide specific notice, whether formal or informal, of such fee changes, however,
Wukkout!® agrees to post such changes on its website, and such changes shall be specifically incorporated herein and made a part hereof.
Ownership of Marks
Instructor acknowledges that Wukkout!® owns the Marks and Instructors agree they will take no action inconsistent with such ownership.
All intellectual property rights of Wukkout!® in connection with this Agreement (including but not limited to the name and trade mark “Wukkout!®” and choreographies, programs, choreography notes, marketing materials etc.) shall remain the exclusive property of Wukkout!® and nothing in relation to this Agreement shall operate as a transfer of any intellectual property rights to the Instructor.
Instructor agrees that nothing in this license shall give Instructor any right, title or interest in the Marks other than the right to use the Marks in accordance with the Wukkout!® Trademark/Logo Usage Guidelines.
Wukkout!® shall own all live performance copyright rights in and to any Wukkout!® classes or events taught by Instructor, including any copyright rights in the filming, recording, streaming, or uploading or reproduction of such classes or events.
Nothing in this Agreement gives Instructor any right, title, or interest in the Wukkout!® Marks other than the right to use the Wukkout!® Marks as permitted herein.
Wukkout!® Instructor is NOT ALLOWED:
to organize any additional education events, courses, modules or classes under the sign of Wukkout!® Mark that are not approved by the principal company
to set up his/ her own webpage where the domain consists of the word Wukkout!® and domain extensions
Quality Standards
Instructor agrees that the nature and quality of all Services rendered by Instructor under the Marks shall conform to the standards set by Wukkout!® as explained in the official Wukkout!® Instructor Training workshop, Wukkout!® Instructor Training Manual and Wukkout!® curriculum.
Marketing
All of the allowed marketing practices are described in the Wukkout!® Trademark/Logo Usage Guidelines document that is submitted to the Instructor and located in the WIN profile.
Term
This Agreement shall be initiated on the date the Instructor successfully completes the Practical Evaluation.
The Agreement remains in effect upon receipt of monthly (or annual) WIN payments.
In the event the Instructor needs to suspend or cancel the monthly WIN payments, he/she will be able to do so one time for up to one year (twelve months) from the date of cancellation/suspension.
If the Instructor does not reactivate within the one year period, this Agreement will be terminated.
The Instructor will be required to pay for and attend another Wukkout!® Instructor Training and pass the Practical Evaluation before he/she will be licensed to teach Wukkout!® again.
If the monthly WIN payments are reactivated within the one year period, the Instructor will continue to be licensed to teach Wukkout!® with no re-certification necessary.
Cancelling or suspending the monthly WIN subscription at any time will result in the Instructor being unable to teach Wukkout!® for the duration of the suspension.
Termination
Notwithstanding the foregoing, Wukkout!® may cancel this Agreement with or without cause, by giving Instructor written notice of termination.
Upon termination without cause, any fees paid but not used shall be returned to Instructor.
If the termination is for cause, Wukkout!® shall have the right to immediately terminate this Agreement upon written notice to Instructor in the event of a breach of any of the provisions hereof by Instructor or upon taking any illegal action or other conduct deemed by Wukkout!® to be detrimental to the Wukkout!® brand.
Wukkout!® may, in its sole and absolute discretion, provide Instructor with an opportunity to cure any breach of this Agreement prior to termination.
Effect of Termination
Upon termination of this Agreement, Instructor shall immediately discontinue all use of the Marks (including as part of a domain name) as well as any and all confusingly similar names and marks (Ie. wukout, wuk kout, wuk out).
In the event Instructor created any unauthorized printed materials containing the Wukkout!® Mark, Instructor shall immediately destroy all such printed materials.
In the event Instructor registered a domain name containing the Wukkout!® mark, then upon Wukkout!®‘s request, Instructor shall transfer such domain name to Wukkout!®.
All rights in the Mark and the goodwill connected therewith shall remain the property of Wukkout!®.
In case the Instructor continues to use the Wukkout!® brand or any marketing materials or leads Wukkout!® classes or exercises sequences and their name under a different name using the Wukkout!® choreography and materials even if the Agreement was terminated, this shall be deemed as breach of this Agreement subject to penalty comparable to the punitive damages.
Modification to Terms and Conditions
Instructor acknowledges that the terms and conditions of this Agreement may be updated and modified from time to time at Wukkout!®’s sole and absolute discretion.
Such changes may be effected by Wukkout!®’s posting of a change notice or a new agreement on its website.
Such modified terms shall be deemed incorporated herein and made part hereof.
Wukkout!® shall make commercially reasonable efforts to notify Instructors of all such changes prior to implementation provided, however that the enforceability of such changes shall not be deemed contingent upon actual notification.
In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy and recourse shall be to terminate this Agreement.
Relationship Between the Parties
The legal relationship between Wukkout!® and Instructor shall be that of licensor and licensee.
Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall Wukkout!® be deemed to be acting in a fiduciary capacity with respect to the Instructor.
Instructor shall have no authority to make or accept any offers or representations on behalf of Wukkout!® or to otherwise bind Wukkout!® in any manner. Instructor shall not make any statements or take an actions in any media whatsoever, including, without limitation, electronic media, print media, wireless media or the worldwide web, that reasonably may contradict the relationship set forth herein, that reasonably may confuse or mislead any person regarding the nature of the relationship between Wukkout!® and Instructor.
Limitation of Liability
Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall Wukkout!® or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to Instructor or to 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, without limitation, 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 Wukkout!® has been advised of or should have known of the possibility of such damages.
In no event shall Wukkout!® be liable for any damages in excess of the fees paid by the Instructor during the sixth month period preceding the date on which a claim arises.
Indemnification
Instructor shall indemnify, defend and hold harmless Wukkout!® and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by instructor of any provision of this Agreement or from any other act of malfeasance or nonfeasance on the part of Instructor.
Disclaimers
Wukkout!® makes no representations or warranties, express or implied, to Instructor with respect to the Wukkout!® Services, or any products sold through Wukkout!® - online or offline (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage.
In addition, Wukkout!® makes no representation that the operation of Wukkout!®’s website will be uninterrupted or error-free. As such, Wukkout!® shall not be liable for the consequences of any interruptions or errors, although Wukkout!® agrees to make commercially reasonable efforts to correct errors or interruptions promptly.
Nature of Wukkout!® Services
Instructor acknowledges and agrees that as a result of the physical nature of Wukkout!® classes, Wukkout!® may not be safe or appropriate for everyone.
Instructor further acknowledges and agrees that any information Wukkout!® may provide to Instructor through a Wukkout!® website or otherwise regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice.
Instructor further acknowledges that Instructor has been encouraged to seek the advice of a physician or other qualified healthcare professional if Instructor has experienced any medical condition that may affect Instructor’s ability to provide the Services.
Wukkout!® and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or in action Instructor may take based on the information, services, or other material provided on a Wukkout!® website. While Wukkout!® will strive to provide complete, up-to-date and accurate information on its website(s), Wukkout!® and its affiliates and agents do not guarantee, and shall not be responsible for, any damage or loss related to the accuracy, completeness, or timeliness of such information.
Notices
Any notice, request, demand or other communication required or permitted to be given hereunder may be given via email at info@wukkout.com. Wukkout!® will reply within 5 business days of the receipt of the notice.
Acceptance of Terms
Instructor’s payment of fees along with digital signature pursuant to this Agreement constitutes Instructor’s acceptance of the terms hereof.
Entire Agreement
This Agreement shall supersede any other previously or simultaneously created documents, discussions or promises with which it may conflict.
WUKKOUT!® TRADEMARK/LOGO GUIDELINES & USAGE
These guidelines have been prepared to assist you in the proper use of the trademarks and service marks of WUKKOUT, L.L.C. (Wukkout!® Trademarks). Wukkout!® Trademarks are the property of WUKKOUT, L.L.C. and should only be used in connection with WUKKOUT, L.L.C. instructional services. We respectfully request that you enforce the Wukkout!® Trademarks and take steps to use them properly and avoid potential confusion or misuse.
Please observe the following trademark usage guidelines:
● Only those licensed by WUKKOUT, L.L.C. have the right to use the Wukkout!® Trademarks.
● It is important to use the Wukkout!® Trademarks to describe the generic name of the products and services. At a minimum, use the generic term after the trademark in each written communication, the first time the marks appear, and in headers or highly visible locations. Additionally, always use the trademark indicators ® after the trademark. For example: Wukkout!® Class, Wukkout!® Fitness Event, Wukkout!® Online Shop.
● We require the use of the ® trademark notice one or more times in all printed materials and advertising. Registered Marks in USA requiring ® symbol: Wukkout!®
● Wukkout!® Trademarks requires that the first letter is capitalized and that the exclamation point is used following the 't'. For example: Wukkout!® or WUKKOUT!® not Wukkout®.
● Use the following distinction: Wukkout!® and the Wukkout!® logos are trademarks of WUKKOUT, L.L.C. used under license.
● Do not change the spelling, insert hyphens or combine two words into one. Do not leave out the exclamation point. (Incorrect: "Come take Wukout!" "Come Wuk-kout! with me" "Join me for a Wukkout class")
● Wukkout!® Logos and Trademarks should not be used to advertise products or programs not affiliated with WUKKOUT, L.L.C.
● Wukkout!® branded choreography may not be used under any other class name other than Wukkout!® For example: Instructor may not participate in a Zumba or any other dance fitness event not branded Wukkout!®, using Wukkout!® choreography.
● The logo portion of the Wukkout!® Trademark should never be altered and should be used only in accordance with the standards specified by WUKKOUT, L.L.C.
● Wukkout!® logos were designed to designate products and services developed by WUKKOUT L.L.C. and may be used by licensees in their exact form and only to advertise and promote Wukkout!® classes and products. Under no circumstances may the Wukkout!® logos be used, without WUKKOUT, L.L.C.'s express written consent, to manufacture and sell products such as clothing or any other merchandise. Wukkout!® logos are not to be used in any form that vary from the samples provided in the Wukkout!® Instructor Network and must not be used in combination with any other trade names, trademarks or logos
MAINTAINING YOUR LICENSE
● After successfully passing your Practical Evaluation, you will need to subscribe to the Wukkout!® Instructor Network (WIN) in order to teach Wukkout!® and maintain your certification. As long as you maintain your WIN subscription, your certification will remain active and no re-certification will be necessary.
● The Wukkout!® Instructor Network will give you access to:
○ Monthly choreography releases
○ Marketing materials to promote your classes
○ 15% discount to the Wukkout!® Online Shop
○ Public profile page to share your classes
● If you need to cancel or suspend your WIN subscription for any reason, you will be able to do so one time for up to one year (twelve months) from the date of cancellation/suspension*. If you do not reactivate your subscription within that 1 year period, you will be required to sign up for and complete another Wukkout!® Instructor Training and pass a Practical Evaluation before you will be licensed to teach Wukkout!® again. If you reactivate your subscription within the 1 year period, you will be able to continue teaching Wukkout!® with no re-certification necessary.
*Please note, if you do cancel or pause your subscription at any time, you will be unable to teach Wukkout!® during that time period.