MAISON MUNZ EUR BOUTIQUE

TERMS AND CONDITIONS

These general terms and conditions (the “Agreement”) are a legally binding document issued by MAISON MUNZ Inc., a company incorporated under the laws of the State of Delaware whose head office is located 127 W 131st Street, New York NY 10027, United States, represented by its Chairman and founder, Mr. Alexandre MUNZ ("MAISON MUNZ").

The Agreement governs the relationship between MAISON MUNZ and a Coach, as such term is defined hereinafter. Any subscription for coaching by MAISON MUNZ is automatically subject to all the provisions of the Agreement and full acceptance by the Coach of all such provisions. The effective date of this Agreement is set forth in Article VI. In case of refusal of all or part of the Agreement, MAISON MUNZ recommends not to subscribe to any coaching session.

MAISON MUNZ and the Coach may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

 

 

RECITALS

 1.

MAISON MUNZ exclusively owns the right to operate a proprietary coaching and body training method called "S.A.F.E." (SPINE ADVANCED FUNCTIONAL EMPOWERMENT), created and developed in 2004 by its Chairman and founder, Mr. Alexandre MUNZ (the "Method").

The Method consists of tools used in the artistic, sports and scientific fields. It is based on a new perception of the human body and its movements and was developed in connection with other disciplines such as psychomotricity, biomechanics and neurosciences.

Initially created as a self-healing method against pathologies and migraines, the Method has become a basic tool for corporal performance meeting the needs of various communities: dance professionals, high-performance athletes, circus performers, martial arts practitioners, medical professionals, as well as the general public, i.e. people who do not dance or practice sports and elderly people, among others.

The Method is currently composed of four (4) separate training methods:

● S.A.F.E.® FLOOR,

● S.A.F.E.® BARRE,

● S.A.F.E.® RISE, and

● S.A.F.E.® MOVE.

MAISON MUNZ is accredited for preparing trainees for certification in the Method.

2.

The S.A.F.E.® trademark (the “Trademark”) is subject to various registrations, as listed in Appendix 1, and can only be used by licensees and holders of a valid written authorization issued by MAISON MUNZ.

3.

The Coach is a teacher or specialist in the human body (sport coach, dance coach, physiotherapist, osteopath, chiropractor or other) and an independent practitioner, who wishes to teach some of the exercises developed by the Method to its own trainees and/or customers.

 

Article I – Purpose of the Agreement

Pursuant to the Agreement, MAISON MUNZ agrees to train the Coach in the exercises contained in the Method subscribed by the Coach on MAISON MUNZ’s website. Following this training, if satisfactorily completed – at MAISON MUNZ’s sole discretion, MAISON MUNZ will authorize the Coach to teach the Method individually using the Trademark, under the following terms and conditions.

The Parties may agree on specific terms and conditions (such as training times, contractual territory, etc.), which will be subject to special terms and conditions separate to these general terms and conditions. The special terms and conditions will be subject to a written addendum to this Agreement. The Agreement comprises both the general terms and conditions and the special terms and conditions.

MAISON MUNZ expressly reserves the right to refuse to enter into the Agreement with the Coach if, after verification, it appears that the latter does not hold a valid yoga, dance, Pilates, Gyrotonic, sport, martial arts or a degree in the medical field. In such case, all the payments made by the Coach will be retained by MAISON MUNZ

 

Article II – Training

MAISON MUNZ undertakes to provide the Coach with an initial training of seventy-two (72) hours, based on the Method, to teach the Coach the various components of the Method selected by the Coach , with the objective of issuing an official certificate authorizing the Coach to personally teach the Method to third parties (the “Training”) after such Training.

The Training is compulsory and essential for the issuance of the above-mentioned certificate and the use of the Trademark under the terms and conditions stipulated in Article IV (“Trademark license”) hereinafter. The dates and times of the Training will be agreed between the Parties in a separate document.

If, after the Training and as the case may be, the Coach (i) has not acquired the main and essential rudiments of the Method, (ii) is not qualified to practice the Method or (iii) would incur certain risks in practicing the Method, no certificate will be delivered to the Coach, who will not be entitled to any recourse or indemnity. The Parties agree that MAISON MUNZ has sole authority and discretion to validate the Training and decide whether the Coach has met its obligations and conditions set forth herein.

In such case, the Coach may request additional Training, based on a quote by MAISON MUNZ. MAISON MUNZ may refuse to provide the additional Training requested by the Coach if it considers, at its own discretion that the Coach does not hold the skills required to develop the requisite knowledge and expertise to apply the Method.

The Coach acknowledges that MAISON MUNZ may disclose confidential and proprietary information and materials about the Method, its businesses, products, techniques, data, health approach, metrics, financials, operations, marketing, strategies, customers, clients and partners and that all such knowledge, information and materials received, the existence, terms and conditions of this Agreement, and the Training documentation and materials, are and will be the trade secrets and confidential and proprietary information (collectively “Confidential Information”) of MAISON MUNZ. The Coach agrees to hold all such Confidential Information in strict confidence, not to disclose it to others or publish, copy or use it in any way, commercially or otherwise, in perpetuity, except as provided in this Agreement, and not to allow any unauthorized person access to it, either before or after expiration or termination of this Agreement. The Coach further agrees to take all action reasonably necessary and satisfactory to protect the confidentiality of MAISON MUNZ’s Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information. Confidential Information will not include, however, any information that is or becomes part of the public domain through no fault of the Coach or that MAISON MUNZ regularly gives to third parties without restriction on use or disclosure. For clarity, the use and reproduction of any Training materials beyond the terms of this Agreement is strictly prohibited. The Coach acknowledges and agrees that the Training documentation may only be used by the Coach to learn and teach the Method in accordance with MAISON MUNZ’s instructions. Upon termination of this Agreement, the Coach shall return or destroy, in MAISON MUNZ’s sole discretion, all Confidential Information to MAISON MUNZ. In the event that the Coach’s own participants or customers are interested in becoming certified instructors and licensees under the Method, the Coach shall refer them to MAISON MUNZ.

 

Article III – Authorization to teach the Method

Subject to the terms and conditions of this Agreement, including complete payment of the Fees and the successful issuance of an official certificate, MAISON MUNZ authorizes the Coach on a personal, revocable, non-exclusive, non-sublicensable, limited basis, a license to reproduce and perform the Method’s exercises in which the Coach was Trained, , i.e. to reproduce and provide such exercises to the public in the scope of physical education courses organized and conducted by the Coach as an independent service provider, solely within the scope of physical education courses conducted personally by the Coach in the country or countries indicated in the special terms and conditions during the Term and any subsequent Renewal Term. Such license grant is personal to the Coach and may not be transferred or sublicensed. The foregoing grant does not extend to the Coach’s customers or attendees of the Coach’s classes or any other third parties.

To teach the Method, the Coach must have precise knowledge of the exercises and regularly practice them. Accordingly, the Coach shall begin teaching the Method within 12 months at the latest after completing the Training. Failing this, MAISON MUNZ may refuse to renew the Agreement and/or request the Coach to repeat the Training to be authorized to teach the Method.

In providing the training based on the Method, the Coach irrevocably undertakes to comply with the Method’s guidelines and to refrain from adapting them in any way whatsoever or combining them with other techniques (such as Pilates, yoga or other). The Coach further undertakes to acknowledge Mr. Alexandre Munz’s ownership of the Method, in accordance with the terms of Article IX (“Ownership of the Method, Reputation, Image, Counseling”) hereinafter. The Coach undertakes to comply with the quality guidelines stipulated in Annex 2.

The Coach shall strictly comply with the Method’s guidelines and procedures and shall not modify, alter or adapt the Method’s techniques or change them in any way whatsoever or combine them with other techniques (including, without limitation, Pilates, yoga, barre, or other techniques).

The Coach further acknowledges MAISON MUNZ’s sole and exclusive ownership of the Method, as set forth under Article IX (“Ownership of the Method, Reputation, Image, Counseling, Support”). Any modification, alteration or adaptation of the Method shall exclusively belong to MAISON MUNZ. Furthermore, the Coach shall strictly comply with the quality guidelines stipulated in Annex 2.

Should the Coach develop additional exercises or, more generally, modify the Method, all the rights pertaining to these exercises and/or modifications will be the exclusive property of MAISON MUNZ.

The Coach shall inform MAISON MUNZ of the places and locations where its physical education courses will take place, in writing in advance, on a regular basis. The Coach will keep MAISON MUNZ informed in writing of any change in the places and locations concerned.

To continue teaching the Method during the initial term and any Renewal Term, the Coach will be required to attend continuing education courses during which the Coach’s compliance with the components of the Method will be verified.

The continuing education courses are also essential to enable the Coach to improve its skills in the Method, including any changes potentially made thereto. The Coach shall therefore attend the continuing education courses when they are organized. The fees for the continuing education courses are not included in the price of the Agreement and may vary according to the duration of the training. The fees for continuing education are determined in accordance with MAISON MUNZ’s prices applicable at the time of subscription for the continuing education course.

If MAISON MUNZ discovers that the Coach does not strictly comply with the Method and/or with any of the terms and conditions provided for in this Agreement, particularly with respect to the quality guidelines set out in Annex 2, this Agreement may be immediately terminated in accordance with the provisions of Article VII (“Termination”), without any entitlement to compensation for the Coach, who would thus lose the right to teach the Method and use the Trademark.

The Parties agree that the right to teach the Method does not entitle the people attending the Coach’s courses to teach the Method without having signed an agreement with MAISON MUNZ. The Coach must draw the attention of its pupils to this requirement.

The right to teach the Method does not imply any exclusivity. The Coach is therefore entitled to teach any other methods or disciplines during the term of the Agreement.

 

Article IV – Trademark license

Subject to the Coach’s compliance with the stipulations of the Agreement, and particularly the payment of the Fee provided for in Article V (“Financial terms and conditions”) hereinafter, MAISON MUNZ authorizes the Coach to use, on a personal, non-sublicensable, revocable, non-exclusive right and license the Trademark described in Annex 1 (the “License”), solely for purposes of teaching the Method, informing the public of the characteristics of the Method, and promoting the courses given in connection with the Method, in the country or countries indicated in the special terms and conditions during the Term and any subsequent Renewal Term (the “License”). All rights and licenses under the Trademarks not granted herein are expressly reserved to MAISON MUNZ. Any use of the Trademark beyond the scope of the License is strictly prohibited and subject to immediate termination of this Agreement.

The License only concerns the wordmark. In no event does the Coach hold the right to use the graphic aspects of the Trademark (logos). The Trademark must always be associated with the ® sign indicating that it is registered. Accordingly, the names associated with the Trademark must systematically be displayed as follows, in capitals, whatever the media concerned: SAFE® FLOOR, SAFE® BARRE, SAFE® RISE et SAFE® MOVE. The name “MAISON MUNZ” must also be systematically written in capitals.

The License is solely granted for use as a trademark to teach the Method, to inform the public of the characteristics of the Method, and to promote the courses given in connection with the Method.

The Coach recognizes and accepts that it does not, in any event, hold the right to use the Trademark for any other purpose whatsoever. Any use of the Trademark otherwise than as strictly stipulated in the License may give rise to legal action.

The License is granted solely for the countries indicated in the special terms and conditions and for the term of the Agreement stipulated in Article VI (“Term”).

The Parties expressly agree that the License is strictly personal and that the Coach may not in any event assign the benefit thereof to a third party.

The Coach acknowledges the ownership of the Trademark in MAISON MUNZ and agrees that it will do nothing inconsistent with such ownership and that all use of the Trademark by the Coach shall inure to the benefit of MAISON MUNZ. The Coach further agrees to assist MAISON MUNZ in recording this Agreement with any appropriate government authorities. The Coach agrees that it will not attack the title of MAISON MUNZ to the Trademark or attack the validity of this Agreement. The Coach further agrees that it will not register, or seek to register the Trademark in any jurisdiction throughout the world, and will not register, or seek to register words or terms that MAISON MUNZ, in his discretion, deems to be confusingly similar to the Trademark, or assist others in doing so.

The Coach agrees that the nature and quality of all the services rendered and the advertising conducted by the Coach in connection with the Trademark shall be subject to such standards and controls as may be communicated to it by MAISON MUNZ from time to time. The Coach agrees to (a) provide samples of its use of the Trademark to MAISON MUNZ upon request; (b) to cooperate with MAISON MUNZ in facilitating control of such nature and quality; and (c) to permit reasonable inspection of the Coach’s operation and locations at set forth in Article XI ("External Communication")MAISON MUNZ may request changes be made to the Coach’s use and materials to comply with MAISON MUNZ’s quality standards.

 

Article V – Financial terms and conditions

The Coach shall pay to MAISON MUNZ the fees set at the time of its subscription, which includes the cost of the Training and the royalties under the License (collectively, the “Fees”).

The Fees can be paid in one instalment or based on a payment schedule to be agreed in writing between the Parties (subject to the Coach providing its bank card information to MAISON MUNZ). Notwithstanding the foregoing, the Fees are due upon receipt of the invoices issued by MAISON MUNZ with a grace period of up to thirty (30) days after the invoice receipt.

If the Coach is late on payment of any portion of the Fees, the sums due will bear interest at 5% per month. Late payment or nonpayment of the Fees also entitles MAISON MUNZ to suspend or terminate the Agreement in accordance with the provisions of Article VII and to claim damages for any losses incurred. No discount is offered in case of early payment.

MAISON MUNZ reserves the right to review, modify or increase the Fees, including, without limitation, any costs for additional hours of Training, in its sole discretion, at any time without prior written notice. Any changes in the License fee will be applicable upon any renewal term of this Agreement. In the event the Coach wishes to order additional hours of Training during the term of the Agreement, the Coach shall pay the price to MAISON MUNZ at the then applicable rate.

The Coach, acting in its professional capacity for the purposes of its professional and independent activity, has no right of withdrawal.

 

Article VI – Term

The Agreement takes effect upon the earlier of, validation by MAISON MUNZ of the Coach’s application, in accordance with Article I (“Purpose of the Agreement”) or execution of this Agreement (the “Effective Date”). MAISON MUNZ expressly reserves the right to choose the instructors for the Method and may, in its sole discretion, elect not to enter into an agreement with any applicant or the Coach.

The term of this Agreement shall begin on the Effective Date and continue until the earlier of (i) termination by MAISON MUNZ for a breach or default by the Coach of the terms and conditions set forth herein, or (ii) twelve (12) months after the end of a successfully completed Training, subject to the renewal term provided below (the “Term”).

Any unavailability of the Coach (for any reason including, for example, sick leave) will not affect the Term of the Agreement. In the event that the Coach is pregnant, the Authorization to Teach the Method will be suspended due to the risk potentially caused to the fetus (see Article X – “Insurance”), without affecting the Term of the Agreement.

Should the Coach request the cancellation of its contract before the end of the Training, the amounts paid, particularly in respect of the Training, will in any event be retained by MAISON MUNZ.

Subject to the terms and conditions of this Agreement, the Coach can request to renew the Term for an additional twelve (12) month term with at least thirty (30) days written notice prior to the expiration of the Term (the “Renewal Term”).

MAISON MUNZ reserves the right, in its sole discretion, to accept or reject the Coach’s request for a Renewal Term, particularly if the Coach has not taught the Method during the previous twelve (12) months. Any acceptance by MAISON MUNZ for a Renewal Term is conditioned upon the Coach paying the renewal term fees and attending the continuing education courses referred to in Article III (“Authorization to teach the Method”).

 

Article VII – Termination

In the event of non-performance by the Coach of one of its obligations under the Agreement not remedied within a period of fifteen (15) days after notice is sent via certified mail with return receipt, MAISON MUNZ may immediately and automatically terminate the Agreement before the Term.

In the event of a default or breach by the Coach of any terms and conditions set forth in this Agreement, the Coach shall have fifteen (15) days after written notice by MAISON MUNZ to cure or remedy such default or breach, and thirty (30) days if the default is related to the Coach’s payment obligations as set forth in Article V.

If such default or breach remains uncured after such cure period, MAISON MUNZ may immediately terminate the Agreement upon written notice.

The termination or expiry of the Agreement, for any reason whatsoever, implies that the Coach is strictly prohibited from continuing to teach the Method and to use the Trademark as from the date of termination.

The termination of the Agreement, for any reason whatsoever, will have no impact on Article IX (“Ownership of the Method, Reputation, Image, Counseling”), XI.2 (“Use of the Coach’s image”) and XII (“Advertising campaigns”).

 

Article VIII – Independent parties

Each Party is an independent contractor and neither Party will have any control over the way in which the other Party conducts its business under this Agreement.

The Coach performs its coaching activity independently, subject to its obligation to comply with the precepts of the Method as they were taught to it by MAISON MUNZ in the scope of the Training. The Coach is entirely free to manage its own agenda, to determine the number, frequency and duration of the teaching sessions of the Method it intends to offer to its pupils. Additionally, in its capacity as an independent contractor, the Coach is free to teach the exercises of its choice during each session, subject to complying with the content of the said exercises as they were taught to it during the initial Training and the subsequent continuing education courses.

The Coach represents and warrants to MAISON MUNZ that it is an entertainment part-timer or registered as a self-employed professional. The Coach further represents and warrants to MAISON MUNZ as follows: (i) the Coach will perform all of its obligations in a professional manner, in accordance with industry standards and all of the terms of this Agreement; (ii) the Coach has the right and ability to enter into, perform the obligations under and agree to the covenants contained in the Agreement; and (iii) the Coach will perform under this Agreement in strict compliance with all applicable laws, including all laws pertaining to: (a) occupational safety and health; (b) protection of persons and property from death, injury or damage; (c) labor and employment, including equal employment opportunity and workers’ compensation; and (d) tax. In any case, the Coach undertakes to pay in a timely manner any social security and other taxes potentially applicable. MAISON MUNZ is fully exempt from any liability in this respect.

No stipulation of the Agreement may be construed as creating an employer-employee relationship between the Parties. Additionally, the Parties exclude any form of hierarchy or subordination between them. Moreover, neither Party may be considered as the other Party’s agent.

 

Article IX – Ownership of the Method - Reputation - Image - Counselling - Support

The Coach undertakes to acknowledge the fact that Mr. Alexandre Munz is the owner and creator of the Method. Accordingly, the Coach undertakes to always mention the Method’s name, associated with Mr. Alexandre Munz’s name, in all its communications, which must be previously validated by MAISON MUNZ before they are released.

The Coach further undertakes not to harm the reputation of Mr. Alexandre Munz and/or MAISON MUNZ by its public and/or private statements on any media whatsoever (including Internet). This undertaking will apply during the term of the Agreement and for twenty (20) years after its termination, for any reason whatsoever.

To preserve the image of MAISON MUNZ and the Method, the Coach undertakes to always refer to them in an appropriate manner and in compliance with the quality guidelines set out in Annex 2.

Moreover, the Coach undertakes to scrupulously comply with all the exercises contained in the Method in the scope of its coaching and not to adapt the said exercises; the Method must be taught as it was developed by Mr. Alexandre Munz.

To enable MAISON MUNZ to verify the quality of the physical education courses provided by the Coach, including compliance with the Method and the transfer of knowledge, the Coach shall provide MAISON MUNZ with:

- a sufficient number of photographs and videos every two (2) or four (4) weeks showing the Coach’s pupils practicing the Method during the latter’s courses. These photographs and videos may be used by MAISON MUNZ for communication purposes to foremost promote the Coach courses or / and MAISON MUNZ Inc., in accordance with Article XI (“External Communications”), provided that the pupils cannot be identified ;

- a 15 (fifteen)-minute video recording taken during a public lesson, 1 (once) every 3 (three) months. Upon receipt of such video recording, MAISON MUNZ may relay observations and/or recommendations the Coach shall take in account in order to improve their lessons.

Such photographs and/or video recordings shall be sent via e-mail or through the “MUNZTERS” platform available in the BAND application, which the Coach may upload and install on its smartphone. To use the “MUNZTERS” platform, the Coach must accept the terms and conditions of use of the application set out in Annex 4.

With a view to maintaining the quality of the practices based on the Method, MAISON MUNZ authorizes the Coach to regularly liaise with Mr. Alexandre Munz, who can only be contacted via the “MUNZTERS” platform in the daytime, until 7 p.m. (North-East America time zone), and during the week (excluding Saturday and Sunday), except in cases of emergency.

Each Party shall make best efforts to respond to the other Party as soon as possible and in any case within twenty-four (24) hours.

Moreover, in order to provide answers to the most common questions from them and their clients, advise, solutions and courses programs, MAISON MUNZ authorizes the Coach to participate in videoconferences with Mr. Alexandre Munz, which may be held up to six (6) times per year. Each videoconference will relate to the Coach’s courses (and particularly their impact on its pupils’ physical, mental and behavioral status, the number of people attending the courses, the customers’ requests, the customers’ expectations identified by the Coach, the cleanliness of the studios, and any other area for improvement identified by the Coach), as well as the Coach’s evolution, expectations and targets.

 

Article X – Warranty - Liability - Insurance

The Coach warrants to MAISON MUNZ that it is a teacher or specialist in the human body (dance, sport coach, physiotherapist, osteopath, chiropractor or other). The Coach undertakes to perform the Agreement in a professional manner, in accordance with good practices in the sector and with the terms of the Agreement. The Coach further undertakes to comply with applicable laws and regulations as regards: (i) health and safety; (ii) protection of people and property; (iii) labor law and (iv) tax law.

The Coach, as an experienced professional, has decided to teach the Method and, for this purpose, to attend the Training and the subsequent continuing education courses at its own risk and expense. The Coach undertakes to immediately inform MAISON MUNZ of any change in its personal and/or professional situation liable to affect its capacity to teach the Method.

The Coach declares that it is aware that the exercises contained in the Method require it to be in an adequate physical form and represents, acknowledges and warrants that this is the case. MAISON MUNZ draws the Coach’s attention to the fact that the exercises contained in the Method, based on the principle of torsion, have a deep massaging effect on internal organs. Thus, expectant mothers are strongly advised not to practice the Method due to the risk for the fetus.

In this respect, MAISON MUNZ assumes no liability for any damage of any kind, whether direct or indirect, temporary or definitive (including but not limited to physical, bodily, moral or other damage such as financial loss, shortfall, loss of revenues, loss of image) that may occur during the performance of the Agreement, whether such damage is incurred by the Coach or one of its pupils.

THE COACH PRACTICES THE METHOD AT ITS OWN RISK.

The Coach undertakes to ensure that each of its pupils has the capacity to attend the courses based on the Method. As a professional who is aware of the risks, the Coach must refuse to give access to its courses to any trainee it reasonably considers does not have the capacity to attend the training in adequate health and safety conditions, especially expectant mothers.

The Coach undertakes to procure that its pupils sign a waiver of liability based on the template attached hereto as Annex 3.

The Coach will hold MAISON MUNZ harmless from any adverse consequences arising out of any claim by one of its pupils concerning a course given by it or, generally, the Method and the related exercises.

The Coach shall take out an insurance policy to cover any potential damage caused during its courses and will provide a copy of such insurance policy to MAISON MUNZ upon request.

In addition to the indemnity, hold harmless and defense obligations set forth in Article X, The Coach shall purchase an insurance policy sufficient to cover any losses, costs, damages or breach caused by the Coach under this Agreement, with coverage of at least one million dollars ($1,000,000) per occurrence. The Coach shall provide a copy of such insurance policy to MAISON MUNZ upon request and add MAISON MUNZ as a named insured upon request.

IN NO EVENT WILL MAISON MUNZ BE LIABLE FOR ANTICIPATED PROFITS, INTEREST, PENALTIES OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, MULTIPLE, OR EXEMPLARY DAMAGES OR LIABILITIES IN CONNECTION WITH THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, PROPERTY DAMAGE, PERSONAL INJURY, ILLNESS, OR DEATH OR OTHERWISE. IN ADDITION AND WITHOUT LIMITING ANY OF THE FOREGOING, MAISON MUNZ WILL HAVE NO OBLIGATION FOR AND WILL NOT BE REQUIRED TO PAY THE COACH, DIRECTLY OR ON ACCOUNT OF CLAIMS BY THE COACH’S CONTRACTORS OR CUSTOMERS, FOR ANY LOSS OF ANTICIPATED PROFIT, FAILURE TO REALIZE ANTICIPATED BUSINESS OR RESULTS, REVENUES, OR GENERAL ADMINISTRATIVE CHARGES. IN ADDITION TO THE FOREGOING, THE COACH ACKNOWLEDGES AND AGREES THAT MAISON MUNZ SHALL HAVE NO LIABILITY FOR ANY ACT, OMISSION OR OBLIGATION OF THE COACH OR ITS CUSTOMERS AND THE COACH SHALL REQUIRE THAT ALL OF ITS CUSTOMERS OR PARTICIPANTS SIGN A FULL RELEASE AND WAIVER NO LESS PROTECTIVE THAN THE RELEASE AND WAIVER FORM SET FORTH IN ANNEX 3. IN NO EVENT WILL MAISON MUNZ’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).

The Coach acknowledges that the limitations and exclusions contained in this Article X have been the subject of negotiation between the Parties and are reasonable in light of the risks assumed and compensation payable hereunder. This Article X will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. The Coach shall fully defend, hold harmless and indemnify MAISON MUNZ for any breach of its covenants, representations and/or warranties in this Agreement, or a failure to perform or omission by the Coach under this Agreement, or its provision of lessons or classes to the Coach’s customers or students or the practice of the Method by the Coach, each, or in the aggregate, that causes MAISON MUNZ any direct, indirect, or contributory costs, damages, losses or fees.

 

Article XI – External communication

To ensure consistency in teaching, compliance with the Method and efficacy, the Parties agree to apply certain external communication rules, in addition to the precepts set out in the quality guidelines set out in Annex 2.

XI.1 Standardization of external communications (emails and social networks)

All exchanges via e-mail with current and future participants in the courses based on the Method will take place by means of the Coach’s e-mail address.

To facilitate the Coach’s communications on social networks (Facebook, Instagram, etc.) and reduce its workload, the Coach will be provided with publications prepared by MAISON MUNZ. The Coach will make best efforts to ensure the simultaneous broadcast of the publications on the social networks, meaning that each new post must ideally be published at the same time on the Coach’s various social network accounts.

Moreover, the Coach will endeavor to tag each new publication on the social networks with the MAISON MUNZ and the Alexandre Munz tags in the required format to facilitate the ranking of its publication and ensure the broadest possible audience for the said publication. MAISON MUNZ undertakes to provide the Coach with all the iconographic material it requires to promote its teaching activity on the social networks, such as photo editing and professional quality video editing.

In any event, the Parties agree on the fact that external communications must comply with MAISON MUNZ’s philosophical approach and practices based on the Method, particularly the body training methods recognized as being accessible to most people, i.e. adolescents, adults, seniors, mobility-impaired persons, amateurs and professionals, people with so-called degenerative diseases, who must never be subject to any judgment, discrimination or prioritization.

As the Method is fundamentally and specifically based on the concept of spiral movement, spinal rotation and three-dimensionality, the Coach agrees not to display any images (photos or videos) showing spines that are not spiraled. The display of any vertical or horizontal bi-dimensional positions would be contradictory to the Method’s specific approach. Therefore, MAISON MUNZ reserves the right to report any non-compliance with this quality requirement to the Coach and the Coach will accept to withdraw these images from its external communication within twenty-four (24) hours at the latest.

In a continuing effort to produce quality pictures, photos and videos must not show dilapidated floors or walls around the people practicing the Method. The Coach undertakes to pay special attention when it publishes the images produced to promote its courses based on the Method and releases them, particularly on social networks, to avoid any damage to the premium image developed internationally by MAISON MUNZ since 2004, which the Coach expressly acknowledges.

In no event must presentations of the Method be based on or give rise to a comparison with any other body training techniques or practices whatsoever (yoga, Pilates, etc.) or contain any depreciation thereof.

In no event shall videos representing the Method be released on any media whatsoever (including on social networks) without the express prior written authorization of MAISON MUNZ. As an exception to the foregoing, the Coach is authorized to release short videos (of less than five (5) seconds) that do not reveal the exercises in their entirety. It is hereby understood that this prohibition must not under any circumstances be by-passed through the combination of short videos.

XI.2 Use of the Coach’s image

The Coach authorizes MAISON MUNZ to use its image and personality attributes for reproduction and representation purposes in various communication media, including advertisements, prepared and publicly released by MAISON MUNZ to promote the Method, without further remuneration.

Accordingly, the Coach expressly authorizes MAISON MUNZ to use, reproduce and publicly release its image, silhouette, face and body as shown in existing or future photographs taken for the purposes of communications concerning the Method, on any media and on a global basis, without further remuneration.

Moreover, the Coach expressly authorizes MAISON MUNZ to use the photographs and videos provided by the Coach to MAISON MUNZ and showing the Coach’s pupils, for external communication purposes – including on social networks.

The Coach acknowledges that it is aware that the said photographs may be used by MAISON MUNZ for communication purposes, including in a commercial, advertising, editorial or other context, and particularly for its internal and external communication purposes in respect of employees, customers, prospective customers, i.e. television, newspapers, magazines, brochures, catalogs, press kits, posters, display units, Internet/intranet/extranet networks, digital multimedia (DVDs, CDs, etc.), mobile phones (particularly smartphones), tablets and, including without limitation, any promotional or advertising media.

The Coach acknowledges that it is aware, and accepts, that the said photographs may be released directly in their initial form or on a partial basis, and modified or adapted in any way whatsoever, provided however that such modifications or adaptations are not liable to offend the Coach’s honor or dignity. In no event may the photographs be used to illustrate content that does not comply with applicable laws and regulations.

The above authorization is granted free of charge for a term of ten (10) years as from the date of signature of this Agreement, and this copyright license term may be renewed by tacit agreement for successive periods of one (1) year.

Article XII – Advertising campaigns

MAISON MUNZ regularly organizes and releases advertising campaigns internationally to promote the practices and courses based on the Method.

They are released via any means of communication available to MAISON MUNZ, including websites, Facebook, Instagram, LinkedIn, brochures, leaflets, the press, radio and television.

Considering that these advertising campaigns benefit the Coach, the Coach accepts to cooperate for their production and allow MAISON MUNZ to distribute its name and image during the Term and for a period of ten (10) years thereafter for no additional payment or consideration beyond the consideration for this Agreement.

Article XIII – Miscellaneous provisions

XIII.1 – Entire Agreement

The Parties acknowledge that the Agreement represents the entirety of the agreement concluded between them and supersedes all previous offers, terms or agreements, both written and oral, concerning the same subject matter.

XIII.2 – Amendment of the Agreement

No subsequent document and no modification of the Agreement whatsoever will be binding on the Parties unless it takes the form of a duly dated written addendum signed by the Parties referencing this Agreement and the modifications it is purporting to modify.

XIII.3 – Severability

If one of the stipulations of the Agreement is found to be null and void pursuant to an applicable law or a final non-appealable court decision, it will be deemed as unwritten and will not result in the voidance of the Agreement or affect the validity of its other stipulations.

XIII.4 – Domicile

The Parties elect domicile at the addresses indicated on the first page of the Agreement.

XIII.5 – Annexes

The Agreement contains four (4) annexes, which form an integral part of the Agreement and the Parties’ understanding:

- Annex 1: Trademark

- Annex 2: Quality Guidelines

- Annex 3: Release and Waiver Form

- Annex 4: Terms of use of the Munzters platform

XIII.6 – Waiver

The failure of a Party to enforce on a particular occasion any right or remedy provided in this Agreement whether by law, or in equity will not be deemed a waiver of that right or remedy on a subsequent occasion or a waiver of any other right or remedy.

XIII.7 – Survival

The expiration or termination of this Agreement shall not affect either the Coach’s obligations, representations, and covenants or MAISON MUNZ’s rights thereunder with respect to the services provided prior to such expiration or termination. Without limiting the foregoing, Articles I through XIII (except for the license grants therein) and any terms which by their nature should survive, shall survive termination or expiration of this Agreement.

XIII.8 – Relationship of the Parties

The Parties are independent contractors and no other relationship is intended, including, without limitation, a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither Party shall act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other Party. Neither Party will have any control over the way in which the other Party conducts its business under this Agreement. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the Parties.

XIII.9 – No Third-Party Beneficiaries

Unless otherwise expressly provided for herein, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other MAISON MUNZ and the Coach, any rights, remedies or other benefits under or by reason thereof.

XIII.10 – Independent Efforts and Similar Services

Provided there is no infringement of MAISON MUNZ’s Confidential Information or intellectual property rights, including without limitation, the Trademarks, nothing in this Agreement will impair the Coach’s right to develop, purchase, market, or use, directly or indirectly, alone or with others, products or services competitive with those offered by MAISON MUNZ.

XIII.11 – Audit and Inspection Rights

MAISON MUNZ and authorized representatives shall have the right from time to time to access the Coach’s locations and premises and verify: (a) the Coach’s compliance with the terms of this Agreement; and (b) the Coach’s performance or ability to perform under this Agreement. The Coach will maintain records as necessary to demonstrate the Coach’s compliance with the terms of this Agreement. MAISON MUNZ and its representatives may audit the Coach’s records made within two (2) years prior to the audit date, to the extent needed to verify compliance with this Agreement. Any audit will be conducted at MAISON MUNZ’s expense (but will be reimbursed by the Coach if the audit uncovers defaults or breaches by the Coach).

XIII.12 – Assignment

This Agreement is entered into with the Coach, in reliance upon its personal performance of the obligations and duties imposed. Without prior written consent of MAISON MUNZ, the Coach may not assign this Agreement or subcontract or delegate the performance of its duties thereunder, and any attempt to do so shall be void. Any subcontracting, assignment or delegation does not relieve the Coach of any responsibility under this Agreement, and the Coach shall be responsible to the same extent as if the subcontracted duties were retained by the Coach.

Article XIV – Applicable law and disputes

This Agreement is governed by the Law of New York.

Any dispute that may arise in connection with its interpretation and/or performance, and for which an amicable settlement cannot be found, will be exclusively submitted to the courts and tribunals of New York City (State of New York), including in the case of multiple defendants, third-party appeals and emergency proceedings (emergency appeal, action at short notice, fixed date proceedings, motion).

 

Acknowledged, accepted and agreed by the Parties.