FIT X PRO ACADEMY TERMS AND CONDITIONS
Thank you for choosing Fit X Pro Academy. By purchasing, enrolling in, or participating in the FIT X PRO Academy Program from Fit X Pro Academy “we,” “our,” or “us”), you agree to the provisions of these FIT X PRO ACADEMY Terms and Conditions (the “Agreement”). These terms are applicable to all Fit X Pro Courses listed as follows:
- Latin Jam Workout
- Aero-Step Fitness
- Aero-Dance Fitness
- Kick Boxing Fitness
THIS IS A CONTRACT THAT YOU MUST FOLLOW.
This Agreement includes the documents listed in the Entire Agreement Section 27 below. We reserve the right to change this Agreement at any time without notice to you, and the updated version of this Agreement will apply. If you do not agree with the terms of this Agreement, please do not purchase, enroll or participate in the FIT X PRO Academy Program.
FIT X PRO® ACADEMY
Subject to the terms of this Agreement, by purchasing and enrolling in the FIT X PRO ACADEMY Program, you will be eligible to participate in a FIT X PRO Instructor Training Academy (“FIT X PRO Academy” or “training”) and you will receive access to a digital study program (“Study Program”) and other comprehensive course materials. At the Academy, you will learn in-depth details surrounding our FIT X PRO program. Subject to these terms and conditions successfully completing the 24-hour Academy with active participation makes you a “FIT X PRO Instructor.” Being a FIT X PRO Instructor grants you certain limited rights to advertise yourself as a FIT X PRO Instructor. By joining the Instructor affiliate, you will have greater rights and access to Fit X Pro music and material to advertise yourself as a FIT X PRO Instructor (see the limited license rights detailed in Sections 6–8, below). Being a FIT X PRO Instructor will let you do more with FIT X PRO than ever, including promoting and conducting your own classes.
To become a FIT X PRO Instructor, you must:
- Be at Least 18 Years Old.
Individuals between the ages of 16 and 17 are eligible to become FIT X PRO Instructors, but only if their legal guardian also signs up to become a FIT X PRO Instructor and attends the same FIT X PRO Academy.
- Purchase the Fit X Pro Academy Program.
- Complete the Study Program
- Complete the Online Exams
- Complete the 24-hour Live Training Program
You must purchase and enroll in the FIT X PRO Academy Program and choose a FIT X PRO Academy program to attend.
Attend a Fit X Pro Academy with active participation.
You must attend your scheduled Academy in its entirety with active participation.
(a) Purchasing the FIT X PRO Academy Program. Go to www.Fit-X-Pro.com.
Select an available Fit X Pro Course to attend. Truthfully and accurately provide all information requested and purchase the FIT X PRO Academy Program.
(b) Course manual and Materials. We will provide you with access to a digital FIT X PRO INSTRUCTOR MANUAL ONLINE (also known as an Online Study program) which contains course materials and information that only you personally may use in accordance with this Agreement.
(c) Take the course exams. We offer 6 study quizzes to help you prepare for the final stage.
Sit for your certification exam whenever you're ready with secure online testing.
Fit X Pro wishes to provide the necessary tools and techniques required for the improvement and understanding of the program. Its purpose is to create a well-rounded concept that has competitive and highly trained instructors teaching Fit X Pro programs.
Once you submitted all of your course quizzes you will gain access to the 12-WEEK LIVE TRAINING PROGRAM.
(d) Fit X Pro Instructor Live Training Program. Fit X Pro Academy will last 3 months with a total of 24 hours of training where all the content and its analysis are studied. This training has a duration of 12 weeks. With 2 hours of training each week. It will be carried out as a practice with emphasis in dance, music and choreography.
After the certification FIT X PRO will give you access to additional exclusive content, benefits, Megamixes, Video training, choreography and marketing materials.
(Defined below), as well as potentially extended to your FIT X PRO Instructor status, subject to the terms and conditions herein.
(e) Scheduling a Fit X Pro course training. You must schedule a FIT X PRO Academy when you purchase the FIT X PRO Academy Program. Academies are available only on a first-come, first-serve basis.
(i) Nontransferable. Your FIT X PRO Academy registration is non-transferable. No other individual will be allowed to take your place at the Academy.
(ii) Rescheduling a FIT X PRO course training. You may reschedule an Academy, although rescheduling may subject you to additional fees as follows:
- You can reschedule without charge if you do so at least fourteen (14) days in advance of your scheduled Academy date.
- You may reschedule to any of the upcoming seasons as posted on the Fit X Pro Website.
- Rescheduling less than fourteen (14) days before your then-scheduled Academy will result in a $25.00 fee.
- If you do not attend your scheduled Academy and would like to reschedule, you will be subject to a $50.00 fee per rescheduling.
A fee will be assessed for each hour of incomplete training. The instructor must complete 24 hours of training in order to complete certification requirements. The fee assessed for each absence is $25.00 per hour missed. You will be considered a 1 hour late after the 10-minute grace period has passed at which time you will be subject to the $25.00-dollar fee.
(f) Fit X Pro’s rescheduling of Course Training. Fit X Pro will make commercially reasonable efforts to conduct each Academy as scheduled. Fit X Pro may postpone, move, or cancel an Academy in its sole discretion due to low enrollment, inclement weather, or other unforeseen circumstances. If we must change an Academy under this paragraph, we will communicate the change to you and provide rescheduling assistance, but we will not be responsible for any losses or expenses incurred as a result of such change, including and without limitation to nonrefundable travel, accommodations, or any other arrangements resulting in financial expense to you. No rescheduling fee will apply if we change an Academy.The Academy is a mandatory, Academy, hands-on FIT X PRO instructional Academy conducted by one or more FIT X PRO Master Trainers. You may only attend the Academy you have scheduled. You must show identification upon arrival to your scheduled Academy. You must show up to the Academy on time and attend the Academy in its entirety to get credit for your attendance.
(a) Fit X Pro Academy Online Manuals and Course Materials.
During the Academy, you will explore in detail the materials presented in the FIT X PRO Academy Manual and apply what you have learned about FIT X PRO in practical demonstrations. Your review and thorough understanding of the manual and other provided course materials will help you increase your knowledge to lead FIT X PRO programs. You may be provided with additional instructional materials at your Academy.
(b) Academy Assessment. During the Academy, Fit X Pro will assess your participation, knowledge, and skill to become a FIT X PRO Instructor. You will be required to attend and actively participate in all sessions throughout the Academy which may include role-play, practical activities, and feedback sessions, and you will receive on-site feedback to help you safely and effectively instruct FIT X PRO programs and classes. If Fit X Pro determines in its sole and absolute discretion that you successfully fulfilled all requirements and completed the Academy, you will be deemed a “FIT X PRO Instructor.” If you do not successfully complete the Academy as determined by Fit X Pro in its sole and absolute discretion, you will be required to retake an Academy as instructed by Fit X Pro.
(c) Retaking the Fit X Pro Academy. If you do not attend the Academy in full or it is determined by Fit X Pro in its sole discretion that you do not meet the competency necessary to lead or teach FIT X PRO in an Academy setting, you will not receive the FIT X PRO Instructor status. You can take a new FIT X PRO Academy course at the full price in order to try to become a FIT X PRO Instructor. With one year free.You may cancel your FIT X PRO Academy enrollment at any time, subject to the following fees that will be deducted from your refund:
(a) Cancellation Fee.
(i) If you cancel at least fourteen (14) days before the scheduled date of your Academy, there is no Cancellation Fee.
(ii) If you cancel less than fourteen (14) days before the scheduled date of your Academy, there is a $25.00 Cancellation Fee.
(iii) If you do not attend your Academy and then cancel your enrollment in the FIT X PRO Academy Program, there is a $50.00 Cancellation Fee.
(iv) No refunds will be made after you have attended any part of the Academy courses.
(b) Reconciliation; Refund Timing.
(i) The $99.00-dollar fee paid at the time of purchase for the study program will be non-refundable, as all material is made available to you immediately at time of purchase.
(ii) The $200.00- dollar fee for the 12-week live training program is subject to a refund under strenuous circumstances such as but not limited to a medical reason for which you must present signed documentation by a medical professional. Or any other circumstances which are deemed appropriate by the Fit X Pro company.
If you cancel your enrollment in the FIT X PRO Academy Program at any time, Fit X Pro may in its discretion issue you a reconciliation statement of refunds and/or fees according to the Notice provision below, or refund you, as determined by Fit X Pro. If you receive a reconciliation statement, you have ten (10) days to dispute the content of that statement or amount of refund once we send it. Failure to dispute the statement in that time period constitutes your agreement that the reconciliation statement or refund is complete and accurate. If we send a reconciliation statement, refunds will only be made after this dispute period has expired. Fit X Pro reserves the right in its sole discretion to delay or cancel any refund, if:
- We have requested and you have not provided the verification referred to in the above.
- We have made other unanswered inquiries directed to you.
- There are any open Compliance matters concerning your actual or potential participation in the FIT X PRO Academy Program.
INTELLECTUAL PROPERTY,
LICENSES & RESTRICTIONS
You acknowledge and agree that Fit X Pro is and at all times will be the sole owner of (a) all trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information Fit X Pro owns and/or uses on or in connection with its products, services, and/or business, including the FIT X PRO Academy Program and any Logos and Advertising Materials (as each are defined below) that may be provided to or accessible by you (collectively with Logos and Advertising Materials, “Fit X Pro Intellectual Property”); and (b) all Videos, Megamixes, products, advertisements, promotional or marketing materials, still and moving images and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials Fit X Pro owns and/or uses on or in connection with its products, services, and/or business including the FIT X PRO Academy Program (collectively with Fit X Pro Intellectual Property, “Fit X Pro Materials”). You acknowledge and agree that Fit X Pro is and at all times has been and will be the sole and exclusive owner of all rights in and to the Fit X Pro Materials, including any goodwill arising from any use of the Fit X Pro Materials. You agree not to do anything inconsistent with Fit X Pro’s sole and exclusive ownership. Nothing in this Agreement shall be construed as a transfer or assignment of any rights to you. Any and all use by you of the Fit X Pro Materials shall inure to the sole benefit of Fit X Pro. You agree that you will not make any modification to any Fit X Pro Materials, or use, exploit, or exhibit any Fit X Pro Materials except as expressly authorized in this Agreement.
(a) If you successfully become a FIT X PRO Instructor, you have rights to advertise yourself as a FIT X PRO Instructor.
Permitted Advertising for FIT X PRO Instructors (FIT X PRO AFFILIATION PROGRAM).
If you have successfully completed the FIT X PRO Academy, are in good standing, and remain in compliance with the terms and conditions of this Agreement and any applicable laws, rules, or regulations, Fit X Pro grants you a personal, nontransferable, revocable, limited, nonexclusive, and non-sublicensable license to:
(i) Name your class (dependent on course certification) re: “Latin Jam Workout, Aero Dance Fitness, Aero Step Fitness, Kickboxing Fitness.”
(ii) Call yourself a “FIT X PRO Instructor;”
(iii) Use the text words of the class program on class schedules; as listed above (see above)
(iv) Use the FIT X PRO Academy logo, Course program logo, and license (“Logos”) that are provided to you directly by Fit X Pro or via your login portal on the www.fit-x-pro.com website on your personal websites (including social networking sites) which you may use to promote yourself as a FIT X PRO Instructor or your FIT X PRO classes or activities under the following guidelines:
- Describing your Fit X Pro Classes: Your FIT X PRO® Class. Instructor shall not use the Marks in combination with any other trademarks, service marks or other terms unless expressly approved in writing by FIT X PRO®. For example, Instructor shall not refer to a class using the expression FIT X PRO® -Abs or Beginner FIT X PRO®. However, Instructor may use the Marks followed by descriptive words - for example - FIT X PRO® (followed by 20minutes of ab-exercises) or FIT X PRO® (for beginners). Note that following words must be descriptive and not identify another brand, for example, FIT X PRO® Spinning, FIT X PRO® salsa or FIT X PRO® Tae Bo is not permitted.
The Fit X Pro instructor must respect the class format. Must manage the structure of the class, which is a warm up, Fit X Pro Workout and cool down.
Music: Fit X Pro Classes must be taught strictly with the music already established in the Fit X Pro Mega Mixes program. Instructor may use Fit X Pro's original Mega mixes compositions (available on FIT X PRO® web site). Instructor shall not use any other music in their Fit X Pro classes.
Choreography: Fit X Pro Classes must be taught strictly with the choreography already established in the Fit X Pro program.
- Trademark Notice. All use of the Logos on websites must include a registered trademark symbol and where applicable, trademark notice in the following form: “FIT X PRO is a registered trademark of Fit X Pro Academy, used under license.” You must not use the Logos in combination with any other trademarks, service marks, or other terms unless approved in writing by Fit X Pro Academy.
- Link to www.fit-x-pro.com. The website should include a prominent hyperlink on the home page to the FIT X PRO Academy official website, www.fit-x-pro.com.
- Disparagement. You may not include any offensive or distasteful content on your applicable website or content that Fit X Pro determines in its sole and absolute discretion dilutes, disparages, or is otherwise detrimental to the Logos or the FIT X PRO or Fit X Pro brand. Fit X Pro reserves the right to require that you remove any such content from your website in our sole and absolute discretion.
- Ownership. You must clearly state that the site is owned by you (i.e., Suzy Trainer or Fitness Gym, and not Fit X Pro Academy).
Your limited license in this Section is effective on the day Fit X Pro notifies you that you have successfully completed all of the requirements for becoming a FIT X PRO Instructor and ends with the Terms (defined below).
Except as expressly permitted in this Section, you may not use any Logos, Advertising Materials, Fit X Pro Intellectual Property, or Fit X Pro Materials (including without limitation advertise or promote yourself as a FIT X PRO Instructor or your FIT X PRO classes or activities) in any other manner without the express written consent of Fit X Pro. You must use the Logos only in the form and manner as provided to you, in accordance with this Agreement and our trademark usage guidelines, and solely to advertise and promote yourself as a FIT X PRO Instructor and your FIT X PRO classes or activities. Failure to comply with this Section is subject to disciplinary action which may include the suspension of your license and, in Fit X Pro’s discretion, termination of this Agreement and your license rights.
(b) Permitted Advertising for Fit X Pro Instructors Members
If you are a FIT X PRO AFFILIATION PROGRAM, have successfully completed the FIT X PRO Academy, are in good standing, and remain in compliance with the terms and conditions of this Agreement and any applicable laws, rules, or regulations, Fit X Pro grants you a personal, nontransferable, revocable, limited, nonexclusive, and non-sub licensable license to use certain advertising materials provided to you directly by Fit X Pro or via your login portal on the www.fit-x-pro.com website, which may include, in addition to the Logos, FIT X PRO trademarks and logos (“Marks”), business cards, email templates, class or gym passes, postcards, and posters (collectively with Marks, “Advertising Materials”).Your limited license in this Section is effective on the day you become a Fit X Pro Member and ends when you are no longer a FIT X PRO AFFILIATION PROGRAM. Except as expressly permitted in this Section, you may not use any Logos, Advertising Materials, Fit X Pro Intellectual Property or Fit X Pro Materials (including without limitation advertise or promote yourself as a FIT X PRO Instructor or your FIT X PRO classes or activities) in any other manner without the express written consent of Fit X Pro. You must use the Advertising Materials only in the form and manner as provided to you, in accordance with this Agreement and our trademark usage guidelines, and solely to advertise and promote yourself as a FIT X PRO Instructor and your FIT X PRO classes or activities. In addition, you must obtain all necessary third-party consents to use any Advertising Materials. For example, to hang a poster on a gym wall, you must first obtain the gym’s permission, or to hand out business cards on private property, you must first obtain the property owner’s permission. Failure to comply with this Section is subject to disciplinary action which may include the suspension of your license and, in Fit X Pro’s discretion, termination of this Agreement and your license rights. In addition, your use of the Advertising Materials is limited to, and shall comply with, the following:
(i) Printed Materials and Email.
- Promotional Materials. You may use the Marks on flyers, posters, electronic mail, and printed promotional materials whose sole purpose is to promote yourself as a FIT X PRO Instructor, your FIT X PRO classes or activities, and Fit X Pro products or services. Except as expressly authorized herein, no other promotional materials may be used. All use of the Marks on such materials must include a registered trademark symbol and where applicable, trademark notice in the following form: “FIT X PRO is a registered trademark of Fit X Pro Academy, used under license.” When using the Marks in electronic mail, you must adhere to all applicable laws governing email advertising and marketing, including CAN-SPAM.
- No Newsletters or Publications. You may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.
(ii) Website; Social Media.
You may use the Marks on your personal websites (including social networking sites) which you may use to promote yourself as a FIT X PRO Instructor or your specific Fit X Pro classes or activities under the following guidelines:
- Trademark Notice. All use of the Marks on websites must include a registered trademark symbol and where applicable, trademark notice in the following form: “FIT X PRO is a registered trademark of Fit X Pro Academy, used under license.” You must not use the Marks in combination with any other trademarks, service marks, or other terms unless approved in writing by Fit X Pro.
- Music. You must obtain all necessary third-party rights and licenses to use any music on your website. Any music that you receive from Fit X Pro may only be played during your FIT X PRO classes; any other use is strictly prohibited. See below for details.
(iii) Internet Videos.
You may create promotional Internet videos of up to 2:30 minutes in length which feature you demonstrating a FIT X PRO fitness class or exercise routines solely for the purpose of promoting yourself as a FIT X PRO Instructor and your FIT X PRO classes and activities, and under the following terms and conditions:
- Releases. You shall not include any person in your video unless you have obtained appropriate written releases and permissions from such person(s).
- Title. If you use a title for your video, then the title should be “FIT X PRO class with [your name].”
- Academy Online Instruction. You may conduct Academy online instruction of your Fit X Pro Academy classes provided that you have received express written permission from Fit X Pro.
- Online Disparagement. You may not include any offensive or distasteful content in your videos that Fit X Pro determines in its sole and absolute discretion dilutes, disparages, or is otherwise detrimental to the Marks or the FIT X PRO or Fit X Pro brand. Fit X Pro reserves the right to have removed or require that you remove any such videos from any public forum, including the Internet, in Fit X Pro’s sole and absolute discretion.
(iv) Radio and Television. You may not use the Marks in radio or television advertising without obtaining Fit X Pro’s prior written consent (which may withhold in its sole and absolute discretion).
(v) News Coverage. You may promote yourself as a FIT X PRO Instructor or your FIT X PRO classes and activities through Academy news coverage or print news media, such as newspapers and magazines, by any mainstream news organization or print publisher, provided, however, that (1) you must inform such organization or publisher of Fit X Pro’s trademark usage guidelines, and (2) with respect to Academy news coverage, such coverage shall not include more than ten (10) minutes of Fit X Pro Academy classes without Fit X Pro’s prior expressed written consent. You must notify Fit X Pro of any such news coverage or promotion and, if possible, provide Fit X Pro with a copy of the article or the footage for such news coverage, as appropriate.
(vi) Sales of Genuine Fit X Pro Products. If you purchase genuine Fit X Pro products directly from Fit X Pro, which Fit X Pro has authorized for resale, you may use the Marks in accordance with this Agreement to identify and promote the retail sale of such products.
(vii) Music. You may receive music to download online from www.fit-x-pro.com which Fit X Pro has licensed from applicable third parties. This license only allows you to play the music during your FIT X PRO classes, provided that the premises at which you train has obtained a valid public performance music license. For more information, please visit the appropriate music licensing authority in your home jurisdiction. Any other use is strictly prohibited. You acknowledge and agree that you, and not Fit X Pro, will be responsible for your improper use of any music, including any music you receive from Fit X Pro. All music made available to you by Fit X Pro is non-shareable and non-transferrable to be used only when conducting a Fit X Pro approved course class.
- After completing the certification program for any of the Fit X Pro Courses, previously listed, you will have access to the full music library. All music will be available for immediate download by logging in to your Fit X Pro account after certification program completion.
- Each course has their own specific music library available for download and will only be made available to you if you have completed certification for that course.
(viii) Merchandise/Apparel for Personal Use Only. You are permitted to use the “FIT X PRO Instructor” logo (not the FIT X PRO logo by itself) on apparel and merchandise, provided that you first submit your intended design to Compliance (at fitxproacademy@gmail.com ) for review and approval. If approved, any apparel or merchandise which you create must be for personal use only – you must not sell, market, offer or give away any apparel or merchandise that you have created.
(c) General Restrictions on Advertising and Other Prohibited Advertising Activity.
(i) No Altering Marks or Stylized Writing. You may not alter the form or appearance of any of the Marks or Advertising Materials, regardless of where or how you use them, including and without limitation to the size, color, and font.
(ii) No Inappropriate Use of Advertising Materials. You agree not to copy, reproduce, duplicate, create derivative works of, distribute, sell, or otherwise disseminate any Advertising Materials, Fit X Pro Intellectual Property, or Fit X Pro Materials you obtain by enrolling in the FIT X PRO Academy Program (such as the Music and any materials provided to you during your FIT X PRO Academy Program), or becoming a FIT X PRO Instructor or STAFF Team Member. In addition, you agree not to copy, reproduce, duplicate, or create derivative works of Fit X Pro’s workout DVDs (including their content), CDs, music, any product, nutrition or other guides, any Fit X Pro web content, or any other Fit X Pro Materials.
(iii) Merchandise may not be manufactured, created, or distributed unless you are a PRO Team Member. Any merchandise (such as clothing, bags, hats, etc.) or other promotional items bearing any of the Marks or anything similar or related to the Marks. STAFF Team Members should review and comply with the requirements above prior to creating any merchandise or apparel.
(iv) No Using the Marks for Anything Other Than to Promote Fit X Pro Academy Classes. Except as expressly permitted in this Agreement, you may not use any of the Marks for purposes of promoting any Academy, training, instruction, choreography session, or other activity (i.e., exhibition at a convention or trade show). In addition, except as expressly permitted in this Agreement, you may not use any of the Marks to identify a gym, workout facility, or any other type of facility, program, or product without the express prior written consent of Fit X Pro. The Marks may not be used to identify a business or company.
(v) No Videos/Recording. Except as expressly permitted in this Agreement, you may not film, record, create, stream, or perform any recordings, including videos or FIT X PRO DVDs, or which depict or otherwise imitate FIT X PRO choreography or music. FIT X PRO and Fit X Pro fitness videos and DVDs are fully protected under copyright laws, and any unauthorized duplication, exhibition, distribution, or other use without the express prior written consent of Fit X Pro is strictly prohibited. Copyright violators will be prosecuted to the fullest extent of the law and may result in termination of this Agreement and the licenses hereunder.
(vi) No Registrations, Domains, SEO, SEM, IDs, Social Media Names. You agree not to:
- apply for, register, or attempt to register in any manner FIT X PRO, Fit X Pro, any Fit X Pro Intellectual Property, any Fit X Pro Materials, or anything that includes or is similar to those for any purpose, including without limitation trademarks, trade names, service marks, brands, logos, copyrights, domain names, or other identifiers of source or forms of intellectual property or Internet designations;
- use any of these materials for search engine optimization (SEO) or search engine marketing (SEM), as or in any account name, user ID, or other handle within any blogs, social networking websites, or any “posting” sites including (for example only) Facebook, YouTube, Instagram, BlogSpot, Flickr, or Twitter; or
- use any of these materials as the numbers/designations within a phone number (for example, 1-800-BUY-FIT X PRO). Without the express written consent of Fit X Pro, you may not use any Fit X Pro Material, including any videos, text, or other content owned or used by Fit X Pro on or in connection with its own websites, products, services, or marketing and advertising.
(vii) No Combination with Third-Party Intellectual Property. In addition to the restrictions stated above, you must not offer any third-party products or services to customers/clients in connection with your promotion or teaching of FIT X PRO classes or combine any Fit X Pro Materials in media that also contains third-party intellectual property (e.g., trademarks, trade names, logos, etc.). Using your FIT X PRO Instructor status or any FIT X PRO Advertising Materials, Fit X Pro Intellectual Property, Fit X Pro Materials, or other Fit X Pro-owned trademarks or other intellectual property to advertise, promote, or sell any non-Fit X Pro products or services is prohibited. This paragraph applies to, for example, consumer products, apparel, equipment, accessories, supplements or nutrition products, and other items.
(viii) No Unauthorized Claims/Statements. You may not make any claims or statements (which include testimonials) as to therapeutic, curative, or diagnostic properties of FIT X PRO or any products or services offered by Fit X Pro except those specific claims contained in official Program guide or literature, or on the FIT X PRO website. Claims in the official FIT X PRO Academy Program literature may only be repeated in exactly the same format as that published by Fit X Pro and must be republished completely. In particular, you may not make any claim or statement that FIT X PRO or any Fit X Pro products cure, treat, diagnose, mitigate, or prevent any conditions or diseases or achieve any guaranteed results.(a) Teaching FIT X PRO Exercise Classes.
Becoming a FIT X PRO Instructor allows you to teach Live FIT X PRO classes to clients individually or group exercise classes to multiple individuals, subject to the restrictions below. Fit X Pro strongly recommends that you become a Certified Group Exercise instructor prior to offering training and have experience teaching group exercise classes prior to offering the same quality.
(b) Restrictions on Academy Activities.
In addition to all other restrictions, terms, and conditions in this Agreement, you agree that, without the prior express written approval of Fit X Pro, you will not:
(i) Teach any FIT X PRO classes in a gym, community center, hotel, church, school, or other facility without providing the facility with the FIT X PRO Advertising Guidelines which can be accessed at the FIT X PRO Academy website (FitXProworkout.com). You must obtain all necessary licenses and approvals to teach FIT X PRO classes in public facilities or venues.
(ii) Teach any FIT X PRO classes that do not follow the overall principles, structure, and integrity of the FIT X PRO program. Although the FIT X PRO program need not be followed precisely, each particular workout should be taught or instructed using the principles from and structure of the Fit X Pro Academy, or as instructed by Fit X Pro at the Boot Camp or FIT X PRO AFFILIATION PROGRAM material.
(iii) Create any workouts or teach or instruct any classes that include or consist of Fit X Pro Academy combined with any other workout, exercise, or fitness routine, whether from a third party or otherwise. For example, you may not create or teach any hybrid classes such as FIT X PRO/Yoga, FIT X PRO/Zumba, FIT X PRO/CrossFit, or any other combination of products, workouts, or exercises.
(iv) Directly or indirectly engage in any activity that may be interpreted as you being an employee or agent of Fit X Pro.
(v) Teach any FIT X PRO classes to any person who has not executed a liability waiver that includes a waiver as to Fit X Pro.
(vi) Teach any FIT X PRO classes without liability insurance that covers your activities and names Fit X Pro as an additional insured regarding those classes or that training.(a) Compliance.
You agree to comply with any and all instructions from Fit X Pro’s Compliance team. In addition, all of your Trainee and advertising activities must comply with all applicable laws, rules, and regulations, including teaching, advertising and marketing activities and materials, electronic mail or other solicitation, communications to mobile devices (e.g., calling, SMS or “texting”), telephone and faxing, privacy, and collection, use, or dissemination of personal or other data.
(b) Conduct.
As a FIT X PRO Instructor, you are a limited licensee of the Fit X Pro and FIT X PRO brands, Logos, Fit X Pro Intellectual Property, and Fit X Pro Materials, and if you are a FIT X PRO AFFILIATION PROGRAM, Advertising Materials. You also are a representative of the FIT X PRO Academy Program. You agree to act in a legal, professional, non-detrimental, nondisruptive, and appropriate manner at all times. You must not act in any lewd, sexist, racist, discriminatory, off-color, illegal, or other inappropriate or offensive manner, or in any manner that diminishes the value of the Fit X Pro Intellectual Property or associated goodwill, or the Fit X Pro Materials generally. Fit X Pro reserves the right in its sole discretion to determine what conduct is detrimental, disruptive, or inappropriate. You acknowledge and agree that your conduct may directly impact Fit X Pro, the Academy Program, Fit X Pro, FIT X PRO, Advertising Materials and other Fit X Pro Intellectual Property and associated goodwill, and/or any Fit X Pro Materials, products, or services. You agree to comply with any direction from Fit X Pro regarding your conduct and that this Agreement may be terminated immediately by Fit X Pro as a result of your conduct. You should maintain a working knowledge of all Fit X Pro products and services so that you can answer any questions that may arise from customers or clients you teach. You can learn more at Team Fit X Pro.com. You may promote Fit X Pro products—including nutritionals—during your licensed FIT X PRO classes subject to, if applicable, the discretion of the facility or venue in which you are teaching.
(c) Attire.
While conducting any FIT X PRO instruction, you must at all times look professional. In the event that Fit X Pro requires specific apparel to be worn by FIT X PRO Instructors while engaging in licensed activities, you agree to purchase and wear that attire.You grant Fit X Pro (including its parents, affiliates, subsidiaries, representatives and assigns, officers, employees, advertising and promotional companies, distributors, or any person(s) or corporation(s) acting with Fit X Pro’s permission or authority) a perpetual, irrevocable, royalty-free license throughout the universe to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works of, and/or otherwise use your name, image, biographical information, voice, statements, and/or likeness in connection with the FIT X PRO Academy Program and/or any Fit X Pro promotion or advertisement, in any media now known or later devised, in such manner, for such purposes and with such frequency as Fit X Pro shall determine in its sole discretion without compensation or consideration to you, without attribution to you, and without further authorization by you. You agree to execute any and all documents necessary for Fit X Pro to exploit your grant of rights under this paragraph. You agree to waive any artistic or moral rights in and to any materials created or used by Fit X Pro under this section. In addition, once you are a FIT X PRO Instructor, you will be identified on Fit X Pro’s list of FIT X PRO Instructors (“Academy Instructor List”). Fit X Pro may post the Academy Instructor List online for consumers to view. You expressly authorize Fit X Pro to publish your personal information through the Academy Instructor List, including your name, geographic location, and Trainer status (e.g., whether or not you are in good standing).
TERM, TERMINATION, REVOCATION
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This Agreement is effective upon your purchase of the FIT X PRO Academy Program (except for the limited license, which is effective as stated above) and expires twelve (12) months from the date you complete the FIT X PRO Academy and become a FIT X PRO Instructor (“Term”). Being an active FIT X PRO AFFILIATION PROGRAM Member automatically extends the Term of your FIT X PRO Instructor status for as long as you maintain continuous enrollment in FIT X PRO AFFILIATION PROGRAM with 24 hours of training in one year. At the end of the twelve (12)-month Term, if you are not an active FIT X PRO AFFILIATION PROGRAM Member, you will have to attend a new FIT X PRO Academy Training Certification at the full price in order to remain an active FIT X PRO Instructor. However, if you are an active FIT X PRO FIT X PRO AFFILIATION PROGRAM, you will continue to be a valid but not active FIT X PRO Instructor, unless and until you cancel your FIT X PRO AFFILIATION PROGRAM membership. Fit X Pro may, in its sole discretion:
(a) change the duration of the Term,
(b) define or modify the continuing education requirement,
(c) increase or decrease the renewal fee, and/or
(d) modify whether participation in the PRO Team Membership satisfies all or part of the continuing educational requirement or renewal fee.
Your FIT X PRO Instructor status may be revoked or terminated immediately by us in the event that:
(a) you breach any term, condition, or provision of this Agreement or fail to comply with Team Fit X Pro's privacy policy and website terms of use (located at
Respectively);
(b) you have not timely met any (LCE) Fit X Pro continuing education requirement required by Fit X Pro; or
(c) Fit X Pro discontinues offering the FIT X PRO Academy Program. In addition, Fit X Pro may terminate or revoke your FIT X PRO Instructor status and/or prevent you from becoming a FIT X PRO Instructor for any or no reason in Fit X Pro’s sole discretion, provided that if that revocation, termination, or prevention is not due to any of the reasons listed in this paragraph or any other valid and good faith reason, we may provide a refund (subject to this Agreement) in our sole discretion.Upon termination or revocation, you must immediately cease all FIT X PRO instruction and promotional activities, including any and all use of Logos, Advertising Materials, Fit X Pro Intellectual Property, or Fit X Pro Materials (including referring to yourself in any manner as a FIT X PRO Instructor), and promptly return all Fit X Pro Materials to Fit X Pro. This specifically includes destroying or deleting all hard and electronic copies of the FIT X PRO Academy Manual.
GENERAL PROVISIONS
While Fit X Pro welcomes constructive input and suggestions, you must not make negative comments and remarks in any forum (oral, online, written, or while providing instruction or training) about the FIT X PRO brand or program, FIT X PRO Academy or the FIT X PRO Academy Program, Juan Pablo Santana, Fit X Pro, Fit X Pro’s personnel (e.g., directors, owners, employees, consultants, partners), Master Trainers, Fit X Pro Materials, or Fit X Pro’s other products or services.
You understand, acknowledge, and agree that:
(a) Fit X Pro reserves the right to suspend, revoke, or terminate your FIT X PRO Instructor status and/or any other rights or licenses you receive under this Agreement;
(b) You are not receiving a “professional” license or certification of any kind by completing the FIT X PRO Academy Program or becoming a FIT X PRO Instructor, and that these items or titles are not recognized or endorsed by all National Accredited Certifying Training Organizations;
(c) You have no right to and may not “certify” others in the FIT X PRO Academy Program or teach or instruct any person or entity to become a FIT X PRO Instructor, unless you are a Fit X Pro-approved FIT X PRO Master Trainer;
(d) Fit X Pro does not guarantee any level of success or income generated by or in connection with the FIT X PRO Academy Program or being a FIT X PRO Instructor;
(e) You may be subject to testing or other similar review and renewal processes by Fit X Pro on a yearly or other basis in Fit X Pro’s sole discretion to ensure that you remain up to date with and knowledgeable about the latest in FIT X PRO and related products and services;
(f) You may not sub-license, rent, transfer, or otherwise allow any third party to use your rights under this Agreement, including your FIT X PRO Instructor status, Advertising Materials, Fit X Pro Intellectual Property, or Fit X Pro Materials; and
(g) You may not use any material you received in connection with the FIT X PRO Academy Program, including any material from the FIT X PRO Academy, in connection with any fitness instruction other than the training you provide as a FIT X PRO Instructor.Fit X Pro requires that you obtain valid professional liability insurance to cover your FIT X PRO Instructor activities and that you include “Fit X Pro Academy, and its affiliates and subsidiaries” as an additional insured. Fit X Pro does not and cannot offer or provide you with that insurance. Since you are an independent contractor, you expressly acknowledge and agree that you are not insured under any of Fit X Pro’s insurance policies and waive any and all right to claim coverage of any kind thereunder.
(a) You acknowledge, covenant, represent, and warrant that:
(i) Any advertising or promotional materials you use (that are not provided by Fit X Pro) do not infringe any intellectual property, personal, or other proprietary rights of any third party;
(ii) You have the full authority to enter into this Agreement and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties;
(iii) You and any services you provide, and your FIT X PRO Instructor and advertising activities comply with all applicable international, federal, state and local laws, rules, and regulations; and
(iv) You have not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted in this Agreement.
(b) Fit X Pro acknowledges, covenants, represents, and warrants that it has the full authority to enter into this Agreement.You agree to indemnify and hold harmless Fit X Pro, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys, or any person(s) or companies acting with its permission or authority, from any third-party claim, action, demand, loss, or damages (including attorneys’ fees) arising from or relating to your purchase of or participation in the FIT X PRO Academy Program, any instruction, classes, activities, promotional activities or other services provided by you in connection with FIT X PRO or the FIT X PRO Academy Program, any violation by you of this Agreement, your FIT X PRO instruction and promotional materials or activities, or your violation of any rights of a third party.
You understand and acknowledge that particular aspects of the FIT X PRO Academy Program, including the FIT X PRO Academy and your FIT X PRO Instructor activities, will include physical activity and use of equipment, and that there are certain risks associated with those activities and equipment, including risk of serious personal and/or bodily injury, death, or damage to or loss of property. You expressly and voluntarily assume all risk and, to the extent permitted by law, waive any and all actual or potential claims against Fit X Pro (including its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys, or any person(s) or corporation(s) acting with its permission or authority) arising from or related to your participation, instruction, classes, or activities in the FIT X PRO Academy Program, or as an instructor or trainer, including the associated physical activity and equipment.
TO THE EXTENT PERMITTED BY LAW, EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 7 OR 8 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE AMOUNT PAID BY YOU TO PURCHASE AND ENROLL IN THE FIT X PRO Academy PROGRAM. EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 7 OR 8 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
You acknowledge and agree that your participation in the FIT X PRO Academy Program or becoming a FIT X PRO Instructor does not establish an employer/employee, partnership, franchise, agency, joint venture, or other similar relationship between you and Fit X Pro. Neither party shall have, or represent itself as having, the authority to bind or commit the other party in any way, or to incur any liability in the name of or on behalf of the other party. You agree not to make any statements or take any actions that may confuse or mislead any person regarding the nature of the relationship between you and Fit X Pro.
This Agreement shall be governed and interpreted in accordance with the laws of the State of California (without regard to the choice of law or conflicts of law principles). In the event of a dispute arising out of or in any way relating to this Agreement or the FIT X PRO Academy Program, jurisdiction and venue shall be proper in the state or federal courts of the State of California, County of Los Angeles, and only in those courts. The parties irrevocably waive any objections or defenses based on lack of personal jurisdiction, improper venue, or forum non convenience. To the extent allowed by law, the parties waive their right(s) to a jury trial in any action arising out of or in connection with this Agreement and the FIT X PRO Academy Program. The parties further agree that any claims, disputes, or actions of any kind shall be resolved individually and without resort to any form of class action.
Fit X Pro may assign, transfer, sublicense, or subcontract any of our rights or obligations under this Agreement at our sole discretion. You may not assign, transfer, license, sublicense, or subcontract any of your rights or obligations under this Agreement.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be interpreted in a manner to give that provision as much effect as the law permits or severed from this Agreement, neither of which shall affect the validity and enforceability of any remaining provisions.
Any waiver of any provision of this Agreement or of a party’s rights or remedies under this Agreement must be in writing signed by the party against which the waiver is sought to be enforced. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time is not a waiver of that party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party’s right to take subsequent action. Waiver of any provision shall not be deemed to waive a subsequent violation of the same provision or violation of any other provision. Any delay by Fit X Pro in exercising any right or remedy under this Agreement shall not operate as waiver of that right or remedy or affect its ability to subsequently exercise that right or remedy.
All notices, requests, demands, and other communications given or made under this Agreement shall be in writing and shall be deemed received (i) on the same day if delivered in person, by same-day courier or by electronic mail transmission to the signatory or another person known to the Parties to receive communications regarding the Agreement (provided transmission may be proved), (ii) on the next day if delivered by overnight mail or courier, or (iii) three (3) business days after the date of deposit in U.S. mail for delivery in the U.S. or seven (7) days if by international mail. Any of the Parties to this Agreement may from time to time change such Party’s address for receiving notice by giving written notice or according to Fit X Pro’s established policies.
(a) Notice to Fit X Pro must be made in person or by mail or courier in a manner that permits the tracking and delivery of the notice to Fit X Pro Academy, Compliance Manager, 14328 Victory Blvd #4, Van Nuys, California 91606. Notice to Fit X Pro shall only be effective upon receipt and if receipt can be established.
(b) Notice to you may be made to your physical or electronic address as most recently recorded in our system by you. You agree to keep your electronic mail current and that notice by us to that electronic mail address is deemed received the day it is sent. Notice to you shall be effective if dispatched according to contact information most recently provided by you and you waive any defense based on not receiving that notice if your contact information is not current.This Agreement, together with Team Fit X Pro's privacy policy and website terms of use (located at https://fit-x-pro.com/en/privacy-policy, respectively) and FIT X PRO Qualification Terms and Conditions (located at https://fit-x-pro.com/en/terms-conditions terms), constitute the entire agreement between the parties concerning the subject matter of this Agreement. The parties affirm that there are no side or collateral agreements, understandings, courses of dealing, or trade usages that modify, vary, explain, or supplement this Agreement and that no prior communications or documents constituted any agreement regarding the subject matter of this Agreement. You agree that Fit X Pro may add, delete, modify, revise, amend, or supplement this Agreement (“amendments”) without notice or by providing notice to you at the main FIT X PRO Academy website at any time and in our sole discretion. You further agree that continuing with the FIT X PRO Academy Program after any such amendments constitutes your acceptance of those amendments. You agree to regularly check for notices of amendment and waive any defense to noncompliance with those amendments based on not receiving notice. Where the provisions of this Agreement are contrary to or inconsistent with the provisions of any other agreement(s) between the parties, the provisions that control your conduct will be those of the operative contract governing the particular activities. For example, if you are engaging in activities as a Coach, the Coach Policies and Procedures govern as to inconsistent provisions and if you are engaging in Fit X Pro Instructor activities, this Agreement governs as to inconsistent provisions.
Copyright 2019 Fit X Pro Academy. ALL RIGHTS RESERVED. Fit X Pro Academy, Latin Jam Workout, the FIT X PRO Instructor logos, and Fit X Pro’s related logos are trademarks of Fit X Pro Academy. ISSUED: January 1st, 2019