BeMoved, LLC
TERMS AND CONDITIONS LICENSE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY:
As a BeMovedⓇ Certified Instructor / BeMovedⓇ License Instructor, You are agreeing to be bound by the following terms and conditions set forth in this agreement (“Agreement” or “Terms and Conditions”), which include and incorporate all terms and conditions set forth in the BeMovedⓇ Policies, as those policies may be amended from time to time. The most recent version of the BeMoved Policies has been provided to You. BeMovedⓇ will notify You by email of any updates to the BeMoved Policies, and the most current version of the BeMoved Policies will be available to You on the BeMoved website (www.BeMoveddance.com)
As explained fully in the BeMoved Policies, a condition of being a BeMoved Certified Instructor is that You purchase certain items and things from BeMoved from time to time, including without limitation, teaching materials, instructional materials, and class materials such as recommended song and music playlists.While You are a BeMoved Certified Instructor / BeMoved License Instructor, subject to the Terms and Conditions of this Agreement, BeMoved, LLC grants You a personal, non-exclusive, non-transferable, limited license and privilege to use the BeMovedⓇ Program.
1. General. While You are a BeMoved Certified Instructor / BeMoved License Instructor, You are subject to the Terms and Conditions of this Agreement, You shall be licensed to participate in and use the BeMovedⓇ Program and the BeMoved trademark, consistent with these Terms and Conditions (including the BeMoved Policies). Certification Disclaimer: Please note that during the workshop, each participant is subject to evaluation in order to become licensed. Upon the completion of the workshop, each participant will receive a verbal evaluation as to whether the potential instructor can deliver the product with the experience, integrity and high-quality standards required and envisioned by Ms. Zunker and BeMoved LLC. Should You, the participant, not meet the technical criteria and expectations set forth, Ms. Zunker reserves the right to request You, the workshop attendee, to continue Your BeMovedⓇ practical studies. For purposes of these Terms and Conditions, the BeMovedⓇ Program means the content of all BeMovedⓇ choreography, text, music, playlists, sounds, graphics, images, photographs, trademarks, logos and artwork, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, regardless of the form of delivery or presentation, including digitally, electronically or in hard copy, together with any and all supplements, revisions or modifications thereto.
2. No Authority to Bind. Except as may otherwise be specifically agreed to in writing by BeMoved, LLC, You acknowledge and agree that You will not at any time hold Yourself out to the public as, and will not assert at any time that You are, an agent, associate, employee or officer of BeMoved, LLC. You understand and agree that You have no authority to act on behalf of BeMoved, LLC or in any way bind BeMoved, LLC by any statement, representation, agreement or contract, unless specifically authorized by BeMoved, LLC in writing to You. As a BeMoved Certified Instructor / BeMovedⓇ License Instructor, You may enter into additional arrangements with BeMoved, LLC in connection with the delivery of services to, for or on behalf of BeMoved, LLC. These Terms and Conditions and the related BeMoved Policies shall operate in addition to such arrangements.
3. License. You agree and acknowledge that each item of content of the BeMovedⓇ Program and the BeMoved trademark are owned, controlled or licensed by or to BeMoved, LLC, and are protected by trade dress, copyright, and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided by these Terms of Conditions, no part of the BeMovedⓇ Program may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way by any method or medium for publication or distribution or for any commercial enterprise, without the express prior written consent of BeMoved, LLC. For so long as You remain a BeMoved Certified Instructor / BeMovedⓇ License Instructor in good standing, the BeMovedⓇ Program shall be licensed, not sold, to You by BeMoved, LLC for use only pursuant to these Terms and Conditions, and BeMoved, LLC reserves all rights not expressly granted to You. The rights granted herein are limited to the intellectual property rights of BeMoved, LLC and do not include any other patents or intellectual property rights. All use of the BeMovedⓇ Program and the BeMoved trademark and all goodwill associated therein shall accrue to the benefit of BeMoved, LLC for the purpose of preserving its intellectual property rights.
4. Use and Disclosure. You agree that the BeMovedⓇ Program contains proprietary information and material that is owned by BeMoved, LLC, and is protected by applicable intellectual property and other laws, including but not limited to copyright and trade secrets, and that You will not use such proprietary information or materials in any way whatsoever except in a manner consistent with these Terms and Conditions. Except as may be specifically set forth in the BeMoved Policies, no portion of the BeMovedⓇ Program may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the BeMovedⓇ Program, in any manner, and You shall not exploit the BeMovedⓇ Program in any unauthorized way whatsoever. BeMoved, LLC reserve the right to change, suspend, remove, or disable access to any BeMovedⓇ Program at any time without notice, and BeMoved, LLC may also impose limits on the use of or access to certain aspects of the BeMovedⓇ Program, in any case and without notice or liability. You further agree that You will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that BeMoved, LLC is not in any way responsible for any such use by You. BeMoved, LLC reserves the right upon reasonable notice to inspect Your use of the BeMovedⓇ Program and the BeMoved trademark for the purpose of assuring that said use meets the quality standards and expectations of BeMoved, LLC. All music used for your BeMoved career must be acquired through legitimate means and purchased by you. Music purchases may be made through music subscription services or individual song purchases.
5. Restriction on Activities. Certified or active Licensed BeMoved instructor shall not, directly or indirectly, sell, divest, acquire, or solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any persons or entities in respect to any viable corporate business-to-business transactions (i.e., corporate business to business transactions were the conversation reference a transaction to multiple locations of a single business entity). (i.e., business-to-business corporations such as but not limited to the international Cruise Line industry, fitness franchises, Senior Living communities, and national nonprofit organizations such as YMCA). Certified or active Licensed BeMoved instructor Shall not develop, attempt to develop, actively investigate, or commercialize for its own account directly or indirectly, during the term of this agreement, engage in any activity competitive with or adverse to the Company’s business, whether alone, as a partner or independent contractor. You acknowledge and agree that except as expressly permitted under this Agreement, you nor their respective Affiliates or Sublicensees shall work with any third party on the Compounds and Products that are then subject to development or commercialization activities under this Agreement.
6. Termination. This Agreement and the rights granted to You pursuant to these Terms and Conditions shall be effective until terminated. This Agreement and the rights granted to You pursuant to these Terms and Conditions and the related BeMoved Policies incorporated herein will terminate automatically without notice from BeMoved, LLC if Your status as a BeMoved Certified Instructor & BeMoved license instructor is terminated or expires, fails to be in good standing, or if You otherwise fail to comply with any of these Terms and Conditions or the related BeMoved Policies. This Agreement and the rights granted to You pursuant to these Terms and Conditions and the related BeMoved Policies incorporated herein also will terminate upon thirty (30) days’ notice to You, with such notice being delivered by email or overnight carrier. Upon the termination of this Agreement and Your rights hereunder, You shall cease all use of the BeMovedⓇ Program and BeMoved trademark and destroy all copies, full or partial, of the BeMovedⓇ Program or return same to and BeMoved, LLC.
7. Disclaimer of Warranties. You expressly acknowledge and agree that use of the BeMovedⓇ Program (as defined herein) and the BeMoved trademark is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You. Except to the maximum extent permitted by applicable law, the BeMovedⓇ Program is provided without warranty of any kind, and BeMoved, LLC hereby disclaims all warranties and conditions with respect to the BeMovedⓇ Program, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights.
8. Limitation of Liability. To the extent not prohibited by law, in no event shall BeMoved, LLC be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Your use or inability to use the BeMovedⓇ program, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if BeMoved, LLC has been advised of the possibility of such damages. In no event shall the total liability of BeMoved, LLC to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of three hundred fifty dollars ($350.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
9. Controlling Law and Severability. The Terms and Conditions of this Agreement will be governed by and construed in accordance with the laws of the State of Illinois, as applied to agreements entered into and to be performed entirely within Illinois between Illinois residents. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. As a BeMoved Certified Instructor / BeMoved license instructor You submit to the jurisdiction of the State of Illinois.
10. Complete Agreement. This Agreement, comprised of these Terms and Conditions and the BeMoved Polices, together with any additional written arrangements subsequently entered into between You and BeMoved, LLC pursuant to which You may provide services to, for or on behalf of BeMoved, LLC, constitutes the entire agreement between the parties with respect to the use of the BeMoved Policies licensed hereunder and the relationship between You and BeMoved, LLC, and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by the Chief Executive Officer of BeMoved, LLC. IN WITNESS WHEREOF, and for good and valuable consideration, the undersigned BeMoved Certified Instructor agrees to abide by these Terms and Conditions in this Agreement, and the BeMovedⓇ Policies as described herein as the may be amended from time to time.
Purchasing your annual BeMoved Instructor license renews your agreement to agree to the BeMoved Terms and Conditions and instructor BeMoved Policies and Expectations.