It is understood and agreed to that the below identified discloser of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that
1. The Confidential Information to be disclosed can be described as and includes:
Invention description(s) particularly as pertains to the format and design of the TaijiFit™ methods, technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
2. The Recipient agrees not to disclose the confidential information obtained from the discloser to anyone unless required to do so by law.
3. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information. Any addition or modification to this Agreement must be made in writing and signed by the parties.
4. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
Returns must be made within 30 days of purchase. In order to receive a refund/credit, merchandise must be unopened and in re-sellable condition. Initial postage is non-refundable. Damaged/defective items may be exchanged for the same titles only. taijifit does not accept returns on opened CDs, DVDs, Books, certain apparel and on all Sale items.
In the event that you notify taijifit that you wish to cancel your workshop registration, you will be awarded a credit in your account with taijifit. Please note, only a credit will be awarded. A credit does not represent a refund, or a potential refund, but a credit with taijifit, which can be applied towards another taijifit workshop, for up to one year from the original registration date.
In the event that taijifit postpones or reschedules a workshop, you will be notified by email as soon as it is practical under the circumstances. In such case, you would be entitled to a full credit that can be applied to other workshops you may choose to attend. Should you not be able to attend a workshop at a later time, you may request a full refund. Refunds will require up to 30 days before your monies are returned. Under no circumstances will taijifit be liable for reimbursement of expenses incurred by you, if taijifit notifies you or makes every reasonable effort in good faith to notify you prior to the date of the workshop. You can call TaijiFit’s phone number to confirm the status of your workshop. Dial 1-714-916-5094 to speak with our staff, or to leave a message if no one is available. Notwithstanding the foregoing, if taijifit cancels or postpones a workshop due to inclement weather, force of nature or any act of God, taijifit reserves the right to reschedule another similar workshop at a convenient venue closest to the original location, within twelve months from the date of such cancellation or postponement. No refund will be due, and taijifit will not be liable for any consequential loss resulting from any form of natural disaster
Please read any waiver carefully. It includes a release of liability and waiver of legal rights and deprives you of the ability to sue certain parties. Do not agree to this document unless you have read and understood it in its entirety. By agreeing electronically, you acknowledge that you have both read and understood the text presented to you as part of the registration process.
You also understand and agree that events carry certain inherent dangers and risks which may or may not be readily foreseeable, including without limitation personal injury, property damage or death. Your ability to participate in the event(s) is/are subject to your agreement to the waiver and by agreeing herein, you accept and agree to the terms of the waiver and release agreement.
By indicating your acceptance, you understand, agree, warrant and covenant as follows:
Waiver & Release (you must sign and date release) With the full knowledge and appreciation that physical activity such as Taiji (Tai Chi) is potentially a hazardous activity, I assume all risks attendant thereto and thus release, waiver and forever discharge taijifit, LLC, David-Dorian Ross, all sponsors, volunteers, land owners and any local, state, or government entity from any and all liability or responsibility for injuries and or property damage which I may sustain during any event put on by taijifit, LLC and/or David-Dorian Ross. This waiver and release covers myself and all parties herein, and all heirs, executors or administrators thereto, and is given in full awareness of it’s contents and in consideration of acceptance/entry into any taijifit, LLC and/or David-Dorian Ross event.
Further I agree to abide by the rules and regulations of the event and any other local, state and municipal laws applicable. REGISTRATION AGREEMENT AND LIABILITY WAIVER (the “Agreement and Waiver”)
1. Authority to Register and/or to Act as Agent. You represent and warrant to taijifit, LLC that you have full legal authority to complete this event registration on behalf of yourself and/or any party you are registering (the “Registered Parties”), including full authority to make use of the credit or debit card to which registration fees will be charged. If you are registering a child under the age of 18 or an incapacitated adult you represent and warrant that you are the parent or legal guardian of that party and have the legal authority to enter into this agreement on their behalf and by proceeding with this event registration, you agree that the terms of this Agreement and Waiver shall apply equally to all Registered Parties. By registering a child under 13, you agree and consent to the collection of that child’s information which you provide for the purposes of registration.
2. Waiver. YOU UNDERSTAND THAT PARTICIPATION IN THE EVENT IS POTENTIALLY HAZARDOUS, AND THAT A REGISTERED PARTY SHOULD NOT PARTICIPATE UNLESS THEY ARE MEDICALLY ABLE AND PROPERLY TRAINED. YOU UNDERSTAND THAT EVENTS MAY BE HELD IN FACILITIES OPEN TO THE PUBLIC DURING THE EVENT AND IN WHICH HAZARDS ARE TO BE EXPECTED. PARTICIPATION CARRIES WITH IT CERTAIN INHERENT RISKS THAT CANNOT BE ELIMINATED COMPLETELY RANGING FROM MINOR INJURIES TO CATASTROPHIC INJURIES INCLUDING DEATH. YOU UNDERSTAND AND AGREE THAT IN CONSIDERATION OF BEING PERMITTED TO PARTICIPATE IN THE EVENT, YOU AND ANY REGISTERED PARTY, THE HEIRS, PERSONAL REPRESENTATIVES OR ASSIGNS OF YOU OR THE REGISTERED PARTY DO HEREBY RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE ACTIVE FOR ANY AND ALL LIABILITY FROM ANY AND ALL CLAIMS ARISING FROM PARTICIPATION IN THE EVENT BY YOU OR ANY REGISTERED PARTY.
3. Limitation of Liability; Disclaimer of Warranties. taijifit LLC AND DAVID-DORIAN ROSS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM (A) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF taijifit LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Indemnification. You agree to indemnify and hold each of taijifit LLC and David-Dorian Ross harmless from and against any and all damages, costs, claims or demands, including reasonable attorneys’ fees, made by any third party due to or arising from or relating to your use.
6. Severability. You further expressly agree that this Agreement and Waiver is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any provision of this Agreement and Waiver shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and Waiver and shall not affect the validity and enforceability of any remaining provisions.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEEMENT AND WAIVER, YOU ARE AFFIRMING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND WAIVER AND FULLY UNDERSTAND ITS TERMS. YOU UNDERSTAND THAT YOU ARE GIVING UP SUBSTANTIAL RIGHTS, INCLUDING THE RIGHT TO SUE. YOU ACKNOWLEDGE THAT YOU ARE SIGNING THE AGREEMENT AND WAIVER FREELY AND VOLUNTARILY, AND INTEND BY YOUR ACCEPTANCE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.
You must be over 18 years of age OR the parent/legal guardian of a minor under 18 years of age OR the legal guardian of an incapacitated and/or mentally challenged person in order to agree to the text above.*
This membership and license agreement (Agreement) is made and entered into between taijifit LLC (taijifit) and you (Instructor) and shall be deemed effective as of Instructor’s enrollment date (the “effective date”) Whereas taijifit is the owner of the following trademark, including Taijifit™, Bootcamp for the Soul™, Flow Motion™, “You’re never too old to Live Young.”™, Wang Luo Taiji, TaijiCao and all the logos and marks used by taijifit and may be used by taijifit in the future.
taijifit uses the trademarks, slogans and logos on or in connection with educational services – specifically providing classes in the field of exercise, meditation, and martial arts (the “Services”). Whereas the Instructor has completed an official taijifit Basic Training Program, or the 200-hour program, and desires to become a taijifit Instructor and use the Marks or slogans to promote the Services, he/she may use said marks only upon satisfying the conditions herein.
Now, therefore, in consideration of the foregoing premises and the mutual promises hereinafter set forth, the parties agree as follows:
1. Grant of License.
1.1 taijifit Marks. taijifit hereby grants to Instructor a non-exclusice, nontransferable license (the “License”) without warranty, to use the taijifit Marks to promote the Services to be offered by Instructor and to indicate that Instructor is a paid and current member of the Instructor community, and Instructor accepts the License, during the Term thereof, all subject to the terms and conditions set for the herein. For purposes of this Agreement, the term taijifit Marks may also include such other trademarks of taijifit that taijifit may designate from time to time.
1.2 Specialty Marks. To the extent Instructor completes a Specialty Training (taijifit-to-Go™, taijifit Fusion™ e.g.) and remains a member in good standing of the Instructor community, TajiFit grants Instructor the corresponding specialty mark license subject to the restrictions in Section 1.1.
2. Membership / License Fees.
2.1 Membership Fee. Instructor shall pay taijifit a membership fee (Instructor Corner) in the amount of US $19.95 per month, which shall be payable each and every month during the Term hereof, subject to the terms of subparagraph 2.2 below. taijifit reserves the right to offer discounts or other promotions that may affect the Instructors’ membership fee. Additionally, the Membership Fee is subject to change at any time in TaijiFit’s sole and absolute discretion. taijifit 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 TaijiFit’s website. taijifit shall not be required to provide specific notice, whether formal or informal, of such fee changes; however, taijifit agrees to post such changes on its website, and such changes shall be specifically incorporated herein and made a part hereof. In the event that Instructor objects to any fee changes, Instructor’s sole remedy and recourse is to voluntarily cancel his/her Instructor community membership and terminate this Agreement.
2.2 Termination. Instructor’s failure to timely make any payments due hereunder shall be deemed a material breach of this Agreement, in which case taijifit may deny or cancel any or all of Instructors’s taijifit membership benefits and privileges and immediately terminate this Agreement.
3. Ownership of Marks.Instructor acknowledges that taijifit owns the Marks and Instructor agrees it will take no action inconsistent with such ownership and that all use of the Marks by Instructor shall inure to the benefit of and be on behalf of taijifit. Instructor agree 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 License and Instructor agrees that Instructor shall not attack TaijiFit’s title to the Marks or attack the validitiy of this Agreement.
4. 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 taijifit as explained in the official taijifit Instructor Training workshops, as set forth in the taijifit Instructor Training Manual, and as otherwise dictated by taijifit from time to time.
5. Quality Maintenance. Instructor agrees to cooperate with taijifit in facilitating TaijiFit’s control over the nature and quality of the Services offered by Instructor under the Marks, to permit observation of Instructor’s classes, and to supply taijifit with evidence confirming compliance with this Agreement upon request. Instructor shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the provision of the Services and the advertising therefor.
6. Permitted Use of Marks. Instructor agrees to use the Marks for which they have a license only in the form and manner as set forth in this Agreement, and as otherwise prescribed from time to time by taijifit. Without in any way limiting the generality of the foregoing restrictions, Instructor’s use of the Marks shall be limited as follows:
6.1 Printed Materials and E-Mail.
6.1.1 Promotional Materials. Instructor may use the Marks on flyers, posters, electronic mail and printed promotional materials whose sole purpose is to promote Instructor’s taijifit classes, and on no other promotional materials. All use of the Marks on such materials must be in the form as set forth herein and shall include a registered trademark notice, where appropriate, and shall include a legend in the following form (which should reference all of the Marks being used (ie. taijifit to-Go, taijifit Fusion, taijifit Strength, taijifit Flow™, etc.): taijifit and the taijifit logos are trademarks of taijifit LLC, used under license. When using the Marks in electronic mail, Instructor shall adhere to all applicable laws governing e-mail advertising and marketing.
6.1.2 Describing Your taijifit Class. Instructor shall not use the Marks in combination with any other trademarks, service marks or other terms unless expressly approved in writing by taijifit. For example, Instructor shall not refer to a class using the expression taijifit-Abs or Beginner taijifit. However, Instructor may use the Marks followed by descriptive words – for example – TaijiFit® (followed by 20 minutes of ab-crunching!) or TaijiFit® (for beginners!). Note that following words must be descriptive and not identify another brand, for example, taijifit Spinning or taijifit Tae Bo is not permitted. If taijifit offers an appropriate Mark for the format of class being taught, such Mark must not be altered or substituted. For example, if you are not licensed in taijifit Strength, you may not teach taijifit Pump® (with weights), and if you are not licensed in taijifit, you may not call your class TaijiFit®
6.1.3 No Newsletters or Publications. Instructor may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.
6.2 Domain Name. Subject to TaijiFit’s need or desire to use a particular domain name, Instructor may use “TaijiFit” as part of Instructor’s domain name address for a website that promotes Instructor’s taijifit fitness classes under these guidelines and those in Section 6.3 below:
6.2.1 Competing Products. Instructor shall not sell, offer for sale, advertise or promote any goods or services on such website that compete with taijifit, or which taijifit otherwise determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or the taijifit brand.
6.2.2 Transfer to taijifit. In the event taijifit determines, in its sole discretion, that it has a need or desire to use a particular domain name that Instructor has registered and which includes the taijifit mark, in whole or in part, then at TaijiFit’s request, Instructor shall transfer such domain name to taijifit, in exchange for which taijifit shall reimburse Instructor for any reasonable out-of-pocket costs incurred in registering such domain name. taijifit shall not be required to reimburse Instructor for any costs incurred in designing Instructor’s website.
6.3 Website. Instructor may use the Marks on a website (including social networking sites) which Instructor uses to promote Instructor’s taijifit fitness classes under the following guidelines:
6.3.1 Trademark Notice. All use of the Marks on such website must be in the form as set forth herein and shall include a registered trademark notice, where appropriate, and each website page on which any of the Marks appear shall include a legend in the following form (which should reference all of the taijifit marks being used): TaijiFit® and the taijifit Fitness logos are trademarks of taijifit LLC, used under license. If a Specialty Mark is being used on the website, Instructor is required to include the Specialty Mark in the notice. For example: taijifit To-Go, taijifit Strength, taijifit Fusion and the taijifit logos are trademarks of taijifit LLC, used under license.
6.3.2 Link to taijifit.net. The website shall include a prominent hyperlink on the home page to TaijiFit’s official website, www.taijifit.net.
6.3.3 Trademark Usage. Instructor shall not use the Marks in combination with any other trademarks, service marks or other terms unless approved in writing by taijifit.
6.3.4 Music. Instructor may use TaijiFit’s original compositions as background music on a website that meets the requirements of this Agreement. Instructor shall not use any other music on such website unless it has obtained an appropriate license to do so. taijifit may request a copy of such license at any time.
6.3.5 Disparagement. Instructor shall not include any unsavory content on its website or content that taijifit determines in its sole and absolute discretion dilutes, disparages, or is otherwise detrimental to the Marks or the taijifit brand. taijifit reserves the right to require that Instructor remove any such content from its website in TaijiFit’s sole and absolute discretion.
6.3.6 Ownership. Instructor shall clearly identify the owner of the website, or social networking site.
6.4 Internet Videos. Instructor may create promotional Internet videos of up to 2:30 minutes each which feature Instructor demonstrating a taijifit class or taijifit routines solely for the purpose of promoting Instructor’s taijifit classes and under the following terms and conditions:
6.4.1 Releases. Instructor shall not include any class participants in such video unless Instructor has obtained appropriate written releases from each such participant.
6.4.2 Title. If Instructor uses a title for such video, then the title should be “TaijiFit class with _____”or “TaijiFit Flow class with _____.” Instructor’s name must be included in the title.
6.4.3 Music. Such video may only include TaijiFit’s original compositions or music for which the Instructor has obtained the necessary license.
6.4.4 Streaming. Internet videos created pursuant to this paragraph may be streamed only on Instructor’s own website that complies with the terms of this Agreement or through other recognized Internet video websites such as YouTube® or Facebook®.
6.4.5 Disparagement. Instructor shall not include any content on Internet videos that dilutes, disparages, or is otherwise detrimental to the Marks or the taijifit brand. taijifit reserves the right to have removed or require that Instructor remove any such videos from the internet in TaijiFit’s sole and absolute discretion.
6.4.6 Special Permission. From time to time, taijifit may grant specific written permission to post Internet Videos using the Marks for promotional purposes.
6.5. Radio and Television. Instructor shall only be permitted to use the Marks in radio or television advertising with TaijiFit’s prior written consent, which consent may be withheld in TaijiFit’s sole and absolute discretion.
6.6 Bona Fide News Coverage. Instructor may promote Instructor’s taijifit fitness classes through live news coverage or print news media, such as newspapers and magazines, by any mainstream news organization or print publisher; provided, however, that (i) Instructor shall inform such organization or publisher of TaijiFit’s General Guidelines for Proper Trademark Usage, and (ii) with respect to live news coverage, such coverage shall not include more than ten (10) minutes of taijifit routines without TaijiFit’s prior expressed written consent. Instructor shall notify taijifit of any such promotion and, if possible, provide taijifit with a copy of the article or the footage for such news coverage, as appropriate.
6.7 Sales of Genuine taijifit Products. Instructors who purchase genuine taijifit products directly from taijifit or an authorized distributor for resale may use the Marks in accordance with this Agreement to identify and promote the retail sale of such products.
6.8 Charitable Fund Raising Services. Upon obtaining prior written permission from taijifit at least thirty (30) days in advance, Instructor may conduct taijifit classes in connection with fund raising activities for charitable or other worthy causes under the name and mark taijifit (e.g. taijifit for the Cure), which mark shall then be considered a Mark hereunder for such limited use. All such activities must be conducted in accordance with applicable law and Instructor shall be responsible for the handling and proper disbursement of all fundraising. taijifit reserves the right to prohibit Instructor from using taijifit or the Marks in connection with any fundraising activities that taijifit determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or the taijifit brand or is inconsistent with TaijiFit’s business objectives or interests. For permission to use the taijifit mark for fundraising, please contact taijifit.
6.9 College Classes. Pursuant to specific terms and conditions and only upon obtaining prior written permission from taijifit at least thirty (30) days in advance, Instructor may offer taijifit classes for college credit (ie. As a physical education class). For permission to use the Marks for events or classes please contact taijifit.
7. Restricted Use of Marks and other Prohibited Activities. Without limiting the restrictions that may otherwise apply to Instructor’s use of the Marks, Instructor shall not use the Marks or engage in any of the following activities:
7.1 Use of taijifit Logos and Stylized Writing. Instructor shall not alter the form or appearance of any of the taijifit logos or stylized marks, regardless of where used, including, but not limited to, the proportion, color and font.
7.2 Merchandise. Instructor shall not manufacture, create or distribute any merchandise (including clothing) or other promotional items bearing any of the Marks or anything similar or related to the Marks.
7.3 Use of Marks other than to Promote taijifit Fitness Classes. Instructor acknowledges that taijifit may use (or license others to use) the Marks (and other trademarks) in connection with goods and services other than the Services. However, this Agreement does not grant to Instructor any right to use, and Instructor shall not use, any of the Marks for purposes of promoting any workshop, training, instruction, choreography session, or other activity (ie. Exhibition at convention or trade show) other than a taijifit fitness class, nor shall Instructor use any of the Marks to identify a gym, workout facility, or any other type of facility, program or product, except as expressly authorized herein, without the express prior written consent of taijifit. The Marks may not be used to identify a business or company.
7.4 Videos/Recording. Except as expressly set forth above, Instructor may not film, record, create or stream any recordings including videos or DVD’s of taijifit class, or which depict or otherwise imitate taijifit choreography or music. taijifit fitness videos and DVDs are fully protected under the laws of copyright, and any unauthorized duplication, exhibition, distribution or other use without the express prior written consent of taijifit is strictly prohibited. In addition to constituting grounds for termination of this Agreement, copyright violators will be prosecuted to the fullest extent of the law.
8. Infringement Notification and Proceedings. Instructor agrees to promptly notify taijifit if Instructor becomes aware of any unauthorized use of the Mark by a third party. taijifit shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Mark and to retain the proceeds of any settlement or recovery in any such action. Instructor agrees to cooperate with taijifit in enforcing and protecting the Marks.
9. Term. The initial term of this Agreement shall be for a period of one (1) month from the Effective Date (the “Initial Term”), and shall automatically renew for indefinite successive one-month periods unless or until Instructor breaches this Agreement or cancels his/her membership in accordance with this Agreement (the “Term”). Notwithstanding the foregoing, taijifit may cancel this Agreement and Instructor’s membership at any time, with or without cause, by giving Instructor written notice of termination. Upon termination without cause, any Membership Fees paid but not used shall be returned to Instructor.
10. Termination For Cause. taijifit 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 taijifit to be detrimental to the taijifit brand. taijifit may, in its sole and absolute discretion, provide Instructor with an opportunity to cure any breach of this Agreement prior to termination.
11. 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. In the event Instructor created any unauthorized printed materials containing the taijifit mark, Instructor shall immediately destroy all such printed materials. In the event Instructor registered a domain name containing the taijifit mark, then upon TaijiFit’s request, Instructor shall transfer such domain name to taijifit. All rights in the Mark and the goodwill connected therewith shall remain the property of taijifit
12. Cancellation (“Quitting Instructors Corner”).
12.1 Instructor may cancel this Agreement and its membership in the Instructors Corner at any time after the Initial Term. If Instructor cancels his/her Instructors Corner membership prior to expiration of the Initial Term, Instructor shall pay a termination fee equal to US $10.00 for each month remaining in the initial term of six (6) months. For example, if the Instructors Corner membership is cancelled after two (2) months, Instructor shall pay taijifit a termination fee equal to US $40.00. In addition to the monthly cancellation fee, the Instructor will still be subject to the cancellation fees set forth below.• If Instructor cancels his/her Instructors Corner membership, Instructor will be billed for the current month and the membership will remain active until the last day of the current month. Instructor’s membership and online account will be automatically terminated on the last day of the month.
12.2 Cancellation immediately forfeits Instructor’s rights granted under this License Agreement, including use of the Marks (including Specialty Marks), copyrights, logos, domain names, and other taijifit marketing materials.
12.3 From the date of Instructors Corner membership cancellation, Instructor will have one-year to return to Instructors Corner, within which time all Licenses (taijifit Marks and Specialty Marks) will be automatically reactivated, without having to retake any the Instructor Training for the same.
13. Interpretation of Agreement; Enforcement. This Agreement shall be construed in accordance with the laws of the United States of America and the State of Delaware. The parties agree that any legal action arising from or relating to this Agreement may be brought in a court of competent jurisdiction in Delaware, and each party expressly waives any challenge to personal jurisdiction or venue. The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly waive the right to a trial by jury in any action relating to this agreement.
14. Modifications to Terms and Conditions. Instructor acknowledges that the terms and conditions of this Agreement may be updated and modified from time to time at TaijiFit’s sole and absolute discretion. Such changes may be effected by TaijiFit’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. taijifit shall make commercially reasonable efforts to notify Instructor 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.
15. Relationship of Parties. The legal relationship between taijifit 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 taijifit be deemed to be acting in a fiduciary capacity with respect to Instructor. Instructor shall have no authority to make or accept any offers or representations on behalf taijifit or to otherwise bind taijifit 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 world wide 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 taijifit and Instructor.
16. Limitation of Liability. Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall taijifit 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 taijifit has been advised of or should have known of the possibility of such damages. In no event shall taijifit be liable for any damages in excess of the fees paid by Instructor pursuant to this Agreement during the six-month period preceding the date on which a claim arises.
17. Indemnification. Instructor shall indemnify, defend and hold harmless taijifit 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.
18. Disclaimers. taijifit makes no representations or warranties, express or implied, to Instructor with respect to Instructors Corner, the taijifit Services, or any products sold through Instructors Corner (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, taijifit makes no representation that the operation of TaijiFit’s website will be uninterrupted or error free. As such, taijifit shall not be liable for the consequences of any interruptions or errors, although taijifit agrees to make commercially reasonable efforts to correct errors or interruptions promptly.
19. Nature of taijifit Services. Instructor acknowledges and agrees that as a result of the physical nature of taijifit fitness classes, taijifit fitness may not be safe or appropriate for everyone. Instructor further acknowledges and agrees that any information taijifit may provide to Instructor through a taijifit 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. taijifit and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction Instructor may take based on the information, services, or other material provided on a taijifit website. While taijifit will strive to provide complete, up-to-date and accurate information on its websites, taijifit 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.
20. Notices. Any notice, request, demand or other communication required or permitted to be given hereunder may be given to any party at the addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this paragraph. Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, e-mail, or facsimile (confirmed by mail). Notices and requests shall be:
20.1 (i) in the case of those by hand delivery, deemed to have been given when delivered to the party to whom it is addressed,
20.2 (ii) in the case of those by certified mail, deemed to have been given three (3) business days after the date when deposited in the mail, (iii) in the case of those by overnight mail, deemed to have been given one (1) business day after the date when deposited with the overnight mail carrier, and (iv) in the case of e-mail or a facsimile, when confirmed.
20.3 If to taijifit (19311 Sunray Ln. #214, 714-916-5094, firstname.lastname@example.org):
20.4 If to Instructor: To the email address set forth in Instructor’s Registration Form.
21. No Waiver. TaijiFit’s failure or agreement not to enforce the strict performance of any provision of this Agreement in a given instance shall not constitute a waiver of TaijiFit’s right to subsequently enforce such provision or any other provision of this Agreement.
22. Acceptance of Terms. Instructor’s payment of fees pursuant to this Agreement constitutes Instructor’s acceptance of the terms hereof.
23. Entire Agreement. This Agreement shall supersede any other previously or simultaneously created documents, discussions or promises with which it may conflict.