Livelihood Membership - for Yearly Kit
Livelihood Membership Agreement
NIA LIVELIHOOD MEMBERSHIP TERMS AND CONDITIONS
The Nia Livelihood Membership is a continuation of your journey towards health, wellness and fitness. It is dedicated to helping you enrich your body and life, and offers a complete educational program to support you at home as you build upon the Nia tools and concepts you have begun to explore. As a Livelihood Member, you will enjoy special benefits and privileges, become part of the worldwide Nia community, and receive written and recorded materials to deepen your relationship with yourself. The Nia Livelihood Membership also includes a teaching license, should you desire to share the work of Nia professionally. Welcome to the next step on your path to personal mastery.
To become a Livelihood Member, you must successfully graduate from the Nia White Belt Training Intensive, complete and return the Nia Livelihood Membership Order Form, and pay the Livelihood Membership Fee. By completing the Nia Livelihood Membership Order Form, you agree to follow these Terms and Conditions and any additional policies and guidelines referenced in these Terms and Conditions (such as the "Workshop Guidelines" and the "Trademark Guidelines"), all of which can be found on the NiaNow.com website.
1.1 The term "Agreement" refers to the Nia Livelihood Membership Order Form 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 general Livelihood 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 website.
1.6 The terms "you" and "your" refers to the Livelihood Member who completes and signs the related Nia Livelihood Membership Order Form.
You agree to pay the membership fees described on the Nia Livelihood Membership Order Form (the "Livelihood Membership Fees"). Livelihood Membership Fees may be paid on a monthly or yearly basis, and are automatically withdrawn via our automated payment system. Livelihood Membership Fees are subject to periodic review and may be adjusted from time to time. You will be notified of the then current Livelihood Membership Fees at the time that your Livelihood Membership is up for renewal.
3. Term and Termination
3.1 Term. Your Livelihood Membership will commence on the day that you begin paying Livelihood Membership Fees (the "Effective Date") and will continue for an initial term of 12 months, regardless of whether you opt to pay in yearly or monthly installments. On each anniversary of the Effective Date, your Livelihood Membership will renew automatically for an additional term of 12 months. We will notify you of the renewal at least 30 days prior to the expiration of the then-current term. You may cancel your membership auto-renewal by providing us with advance written notice AT LEAST 15 days before your membership is scheduled to auto-renew.
3.2 Termination by Member. After your first 12-month term, you may cancel or terminate your Livelihood Membership at any time by providing us with 15 days advance written notice. If you terminate your Livelihood Membership after the completion of your first 12-month term, your only obligation will be to reimburse us on a pro rata basis for the retail cost of the Nia Routine packs you received during the current 12 month term, to the extent such retail cost exceeds the Livelihood Membership Fees you paid during the same term.
3.3 Termination by Us. We have the right to terminate your Livelihood Membership at any time, with or without cause, by providing you with written notice of termination. If we terminate your Livelihood Membership prior to the end of a 12-month term, we will reimburse you for the remaining portion of the term on a pro rata basis. If you have already ordered and received Nia Routines as part of your membership, a total of $80 per Nia Routine received will be subtracted from your reimbursement amount.
4. General Provisions
4.1 Relationship. The parties are not and will not be considered joint venturers, 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. You acknowledge that as a teacher, you will function as an independent contractor.
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 Livelihood 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 log-in to the NiaNow.com website after such posting. If you do not agree to any future changes and/or modifications, you must terminate your Livelihood Membership immediately. Otherwise, your continued payment of Livelihood 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, ¬© 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 Teaching License
5.1 Overview. If you choose to share Nia in a professional capacity, 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 Livelihood 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. We welcome and encourage you to perform or teach any other forms of movement that you would like, so long has you do not associate the Nia Marks and/or the Nia Written Materials with such 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, ¬© 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.
5.5 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 Livelihood Member.
5.6 Limitations on Use of Nia Marks. You are required to follow the Trademark Guidelines posted on the NiaNow.com website in connection with your use of the Nia Marks. The 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.
5.7 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.
6. Professionalism and 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 the music used in the NiaSounds CDs and the 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 the NiaSounds CDs 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 publishers' 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. Should you teach, you will maintain certification in cardiovascular pulmonary resuscitation from the American Heart Association, the American Red Cross, or an equivalent organization outside of the Unites States.
7. Promoting and 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 the 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 notdisapprove 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 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.
7.3 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.
7.4 Discontinuation of Use. Upon termination of your Livelihood 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.
8.1 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 Livelihood Member are personal to you and that you may not transfer any rights or obligations under the Agreement.
9. Indemnity, Insurance and 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 deductable in excess of $5,000. Your insurance policies must require that Nia Technique, Inc. be given 30 days' written notice of cancelation. 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.