REFIT INSTRUCTOR AGREEMENT

updated June 2024

This AGREEMENT, made and entered into as of the date you manifested your assent by clicking the “I Accept” button (“Effective Date”), is by and between REFIT Revolution, LLC (“Licensor” or “We”), and you (“Instructor” or “you”).

Whereas, Licensor has developed a group fitness program that uses positive music, movements, and messaging to build community and impact lives and believes that fitness is for every body, and each workout is designed for all shapes, sizes, and fitness levels through a powerful body + mind + soul + spirit connection;

WHEREAS, Licensor owns certain proprietary rights, interests, and intellectual property in and to the REFIT name and trademarks and information related to marketing and conducting REFIT fitness classes and programs (the “REFIT Proprietary IP”);

WHEREAS, Instructor wishes to become a Licensed REFIT® Instructor, having successfully completed Licensor’s Instructor Training Course;

WHEREAS, Instructor seeks to obtain the right to use the REFIT trademarks as listed in Exhibit A and as updated by Licensor from time to time (the “REFIT Marks”) in connection with marketing and conducting fitness classes in accord with the teachings of Licensor’s Instructor Training Course and utilizing elements of the REFIT Proprietary IP (“REFIT Classes”) anywhere in the United States (the “Territory”) as provided herein; 

WHEREAS, Licensor and Instructor wish to enter into a license agreement granting Instructor the right to use the REFIT Marks and REFIT Proprietary IP in connection with conducting, marketing, and promoting REFIT Classes in the Territory and setting forth the terms and conditions governing such use.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Licensor and Instructor, intending to be legally bound, hereby agree as follows:

Section 1.  Grant of License, Compensation, and Term.  Licensor hereby grants Instructor a non-exclusive, royalty-free right and license to use the REFIT Marks and REFIT Proprietary IP in connection with conducting, promoting, and marketing REFIT Classes throughout the Territory during the Term of this Agreement and as specified herein.  Instructor is not authorized to grant sublicenses.  The Term of this Agreement shall terminate six (6) months after the Effective Date, unless: (1) during this time period it is extended by Instructor (a) paying the annual, non-refundable extension fee, or (b) joining the REFIT X Membership Program (formerly known as “All Access”) (as described in Exhibit B), or (2) the Instructor completed the Training Course online, in which case the Term of this Agreement will run concurrently with the term of Instructor’s membership in the REFIT X Membership Program and will terminate with said membership.  If Instructor pays the annual extension fee, the provisions of this Agreement will continue to apply, and the Term of this Agreement shall be extended for one (1) year from the purchase date.  If Instructor joins the REFIT X Membership Program, the provisions of this Agreement will continue to apply, along with the terms of Exhibit B, and the Term of this Agreement shall be extended to run concurrently with the term of Instructor’s membership in the REFIT X Membership Program and shall terminate with said membership.  Instructor may also join the REV+FLOW Membership Program after becoming a member of the REFIT X Membership Program and his/her application has been approved by Licensor.  If Instructor joins the REV+FLOW Membership Program, the provisions of this Agreement will continue to apply, along with the terms of Exhibit B and Exhibit C, and the Term of this Agreement shall run concurrently with the term of Instructor’s membership in the REFIT X Membership Program and shall terminate with said membership.  Instructor may not use the REFIT Proprietary IP or the REFIT Marks in any way other than as described in this Agreement. 

Section 2.  Terms and Conditions of License.  

(a) Class Restrictions:  You will comply with all REFIT Class policies and procedures provided by Licensor including, but not limited to, the following:

(i) except as otherwise specifically authorized or communicated in writing by Licensor, all Classes led or taught by you shall be led and taught solely by you.  No other instructor is authorized under this Agreement to teach a REFIT Class to your REFIT Class participants, unless (1) expressly authorized in writing by Refit Revolution, or (2) such other instructor is a Licensed REFIT® instructor who has executed a current, and valid REFIT Instructor Agreement;

 (ii) the minimum age to conduct a REFIT Class is eighteen (18) years or age, or older, and as such, you represent you are at least eighteen (18) years of age;

(iii) for any exercise class led or taught by you and utilizing or incorporating any elements of the REFIT Proprietary IP, at least 50% of the musical playlist for said Class must be comprised of choreography obtained from Licensor via the REFIT X dashboard at www.refitrev.com or other Licensor designated sources (“REFIT Official Choreography”);

(iv) when leading, teaching, or conducting a REFIT Class, no other type of workout may be offered, performed, or taught.  Conducting a class branded with or marketed under the REFIT Marks with an alternative format or a format deviating from that outlined in Licensor’s Instructor Training Course is hereby expressly prohibited; 

(v) all continuing education materials and practices must come directly from Licensor. Instructors are not permitted to independently author content or advocate practices without the company’s express permission and involvement. For clarity, this includes creating and/or disseminating print or digital manuals, videos, seminars, presentations or other types of training materials. Instructors are welcome to informally share tips and ideas, collaborate creatively on choreography, marketing and related matters, but they may not appear to speak on behalf of Licensor by communicating what could be construed as sanctioned policies or practices. All situations arising from this provision will be evaluated by Licensor on a case-by-case basis at its sole discretion; 

(vi) each participant in any REFIT Class taught by you shall be required by you, prior to participation in the REFIT Class, to sign the Participant Release; and

(viii) Instructor acknowledges and agrees that Instructor will not teach a REFIT class or provide instruction in any other location than the REFIT studio (as specified in 2(c)(ii) herein) in the greater Waco, Texas, metropolitan area without prior consent from Licensor.

(b) Standard of Quality:  Instructor will at all times maintain the high standard of quality Licensor has established for services offered in connection with the REFIT Marks.  Instructor shall conduct REFIT Classes only in facilities that are in a state of good condition and repair, and shall teach said classes in a manner consistent with the standard of quality of Licensor’s Instructor Training Course. Instructor shall comply with all laws, regulations, and voluntary industry standards applicable to the services offered under the REFIT Marks, including but not limited to applicable laws relating to minors.  If at any point Licensor determines, at its sole discretion, that the REFIT Marks are being used in a way that is disreputable or inappropriate or otherwise outside of the scope of the REFIT Classes, Licensor has the right to demand that the Instructor remove the complained of content or revise the complained of activity or practice, and Instructor agrees to promptly comply with any such demand.  If Instructor does not promptly comply with Licensor’s demand, Licensor may immediately terminate this Agreement, Instructor’s membership in the REFIT X Membership Program, and remove Instructor’s designation as a Licensed REFIT® Instructor, and reserves the right to take any other appropriate legal action.

Instructor will cooperate with Licensor in providing information, materials, representations and access to REFIT Classes and other events such that Licensor may ensure compliance with its quality control standards. 

(c) Use of the REFIT Marks:  

(i) The REFIT Marks must be used in the formats shown in Exhibit A without modification except as may be modified from time to time by Licensor.

(ii) You may not use any of the REFIT Marks as, or part of, a mark, registered business name, trade name, or DBA, or venue or location title.  For purposes of clarity and in no way limiting the foregoing, the only authorized REFIT branded studio is located at 1109 Richland Drive, Waco, TX 76710, and you are not authorized to use the REFIT Marks on exterior signage or otherwise as, or in connection with, the name of a studio. 

(iii) You are permitted to use the REFIT mark to identify the Instructor (e.g. John Doe, Licensed REFIT® Instructor) or a group of instructors (e.g. The Chicago REFIT® Posse), provided that all instructors in the group are Licensed REFIT® Instructors in good standing, and such identification is within the context of a REFIT Class or the promotion of REFIT Classes.  

(iv) You may not identify yourself as a Refit instructor for the purpose of promoting a business product or activity other than in the context of REFIT Classes or related promotional activities.   

(v) When using the REFIT Marks, you must use the appropriate trademark symbol (®) and comply with all other terms of this Agreement, including Section 2(d) below and any other trademark usage guidelines or instructions that Licensor may provide.  

(vi) Where practicable, Instructor will use the following language on any promotional materials, whether in print or otherwise, in connection with use of the REFIT Marks: 

The marks REFIT®, REFIT REVOLUTION®, and the R® logo are owned by Refit Revolution, LLC, used under license.  

(vii) You may not use the REFIT Marks in connection with any other marks, such that the presence of the REFIT Marks would convey that there is cobranding, or any affiliation or endorsement of the other brand by Licensor, or vice versa. 

(d) Advertising/Marketing Materials:  Approved promotional materials are available for and may be provided to Instructor by Licensor.  Only (1) approved promotional materials obtained through Licensor, or (2) materials created by you and submitted to and approved by Licensor, prior to use, are permitted for marketing purposes.  This paragraph applies to all marketing materials whether printed or online.

(i) Online Use (Email, Social Media, Domain Names, Websites, etc.). The appropriate trademark symbol (®) must be included when using the REFIT Marks, name or logo in emails, on any social media platform, or on any website.  The home web address, www.refitrev.com, must be included: 1) in any email communication with REFIT Class participants; and 2) on the main page of any webpage or social media page using the REFIT Marks and owned or controlled by Instructor.  The main page of any webpage or social media page using the REFIT Marks and owned or controlled by Instructor must include the statement, “[insert Instructor’s name] is a Licensed REFIT® Instructor.”  The REFITREV and REFIT REVOLUTION marks may not be included in any email address or domain name owned or controlled by Instructor.  In addition, Instructor must adhere to the following guidelines when using the REFIT Marks:

(1) Domain Names/Websites. Licensor has the right to remove or require the transfer of any domain name owned or controlled by Instructor which incorporates any of the REFIT Marks and Instructor hereby agrees to transfer said domain name to Licensor and execute all documentation necessary for such transfer.

(2) Social media, Podcasts, Vlogs, etc. You may use the REFIT Marks on your social media pages in accordance with Licensor’s trademark guidelines and instructions, however, the title of the page, post, and/or username may not contain the REFITREV or REFIT REVOLUTION marks.  This includes but is not limited to: social media accounts, social media groups, podcasts, blogs, and video blogs (“vlogs”).  If the title of the page, post, and/or username contains one or more or the REFIT Marks it must also contain: 1) your full name or specific location to clearly indicate you as the owner of the social media account or post; and 2) a written statement that the REFIT Marks are used under license as specified in 2(c) above.  Licensor may ask the Instructor to change or remove the social media account, social media group, podcast, blog, vlog, or any similar online post or page, if the ownership is unclear or the content is misrepresentative of Licensor (to be determined at Licensor’s sole discretion), and you agree to promptly comply.

(3) Online Videos.  Instructor may not use the REFIT name, wear REFIT branded clothing, tag Licensor, or otherwise use the REFIT Marks or associate themselves with Licensor in any online videos shown on YouTube, Facebook Live, or any other online video platform – including podcasts or vlogs –  without express written permission from Licensor.  Instructor may not promote his or her YouTube channel on any REFITREV social media page or account.  This includes but is not limited to the REFITREV, REFIT Instructors, and REFIT Moves Facebook pages.

(4) Choreography and/or class sharing. Instructor agrees to teach REFIT Classes in a live setting only.  No streamed or previously recorded classes may be shared with class participants.  No video of REFIT choreography or a REFIT Class may be posted online or otherwise shared or sold.  Choreography posted on the REFIT Moves Facebook page may not be shared on any other website or social media platform, including other REFIT or REFITREV pages without the express written consent of Licensor.

(ii) Licensor’s materials, whether printed, on video (including but not limited to DVD or streaming content), or in any other fixed form, are subject to copyright protection. You are permitted to reproduce these materials for use in connection with your REFIT Class or associated promotional activities. Any use outside of the scope of your role as an Instructor and this Agreement, however, is expressly prohibited.  

(iii) Any recording of any REFIT Class or other meeting or convention held by Licensor or its licensees is expressly prohibited.  

(e) Nature of relationship: The parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement.  Instructor agrees to execute such documents, and to cause its officers, directors, owners, and/or employees to execute such documents, as may be necessary to waive the application of any franchise laws and/or any rights thereunder, or to document compliance by Licensor with the same.  Nothing herein or otherwise provided by Licensor to Instructor shall operate as a guarantee or implication that he or she will successfully locate venues in which to teach REFIT Classes, participants for such REFIT Classes, or generate revenue from the activities authorized by this Agreement.  All fees paid by participants in REFIT Classes taught by Instructor shall be payable to Instructor.  Personnel involved in Instructor’s business shall at all times be employees or subcontractors/independent contractors of Instructor and not of Licensor.  Instructor shall be solely responsible for payment of all compensation for such personnel and all related taxes and benefits for activities conducted at Instructor’s venue.  Instructor agrees to accept exclusive liability for complying with all applicable state, local and federal laws and any and all laws of the country of Instructor’s residence, as applicable, including, without limitation, obligations such as payment of taxes.  Instructor hereby agrees to indemnify and defend Licensor against any and all such taxes, payments and obligations, including penalties and interest.  Neither Instructor nor any of Instructor’s agents or employees shall pass on any express or implied warranty on behalf of Licensor to any third parties.  Neither party shall have any right or authority to make commitments on behalf of the other party, or to otherwise obligate or bind the other party in any manner whatsoever.

(f) Competing products:  Instructor agrees that he/she will not manufacture, produce, market, sell, give away, or otherwise distribute any dance-exercise DVD, streaming class, apparel or any other products either 1) using the REFIT Proprietary IP, or 2) using the REFIT Marks, other than those produced and provided by Licensor. 

(g) Outside Ventures:  Instructor agrees that he/she will not promote goods or services other than those of Licensor while acting in her or his capacity as an Instructor.  

(h) Master Classes: You are authorized to conduct REFIT Master Classes, provided that such classes are clearly marketed as such.  A REFIT Master Class is described by any of the following attributes:

• A class led by multiple Licensed REFIT Instructors
• A class for a cause (e.g. Breast Cancer Awareness, Hurricane Sandy victims etc.)
• A class featuring a playlist varied from one of the outlined REFIT REMIX formats
• A class featuring a playlist longer than 60 minutes in length
• A class featuring a playlist comprised of only one genre of music

(i) Media Requests, Opportunities and Press Releases: Any national opportunities for media exposure, publicity, or otherwise, must be approved by Licensor and must include Licensor representation, unless express written approval is otherwise provided to you by Licensor.  If any request for national media exposure is received by Instructor in connection with or as a result of their affiliation with Licensor or services offered under the REFIT Marks, Instructor must contact Licensor for approval prior to accepting such request.  If Instructor fails to comply with this Section, Licensor may immediately terminate this agreement, Instructor’s membership in the REFIT X Membership Program (if applicable to that Instructor) and remove Instructor’s designation as a Licensed REFIT® Instructor.  If at any point Licensor determines, at its sole discretion, that Licensor or the REFIT Marks have been misrepresented in any media, whether local or national, or have been presented in a way that is disreputable or inappropriate by Instructor, Licensor may immediately terminate this Agreement, Instructor’s membership in the REFIT X Membership Program, and remove Instructor’s designation as a Licensed REFIT® Instructor. In the event the instructor is not aware of the coverage in advance, he or she will promptly notify Licensor at the earliest possible opportunity along with a copy of the article, link, or information otherwise sufficient to identify the content or the location of the content.  An Instructor may not issue a press release without the permission and involvement of Licensor. 

 (j) Insurance and Certifications:  You shall maintain during the Term: (1) comprehensive general liability insurance, including individual automobile coverage, and (2) professional liability insurance.  Such coverage shall be maintained in a minimum amount of $1,000,000 and cover no less than the following activities: (i) bodily injury and property damage, (ii) personal and advertising injury, (iii) damage to premises rented to you, medical expenses, and (iv) professional liability.  You shall promptly supply Licensor with proof of such insurance upon request.  You agree to add Licensor as an additional insured under such policies immediately upon Licensor’s request.  You agree to maintain a current CPR certification as long as you remain a Licensed REFIT® Instructor and will supply Licensor with proof of certification if requested.

Section 3.  Proprietary Rights.  Instructor acknowledges that Licensor is the sole and exclusive owner of the REFIT Marks and REFIT Proprietary IP, and that Instructor will not contest, or take any action or make any statement inconsistent with, Licensor’s exclusive title to and ownership of the REFIT Marks or REFIT Proprietary IP, or the validity of Licensor’s registrations for the REFIT Marks. Instructor agrees that all goodwill resulting from use of the REFIT Marks by Instructor shall inure to the benefit of Licensor.

Section 4.  Release and Publicity Agreement

Because physical exercise can be strenuous and subject to risk of serious injury, we urge you to obtain a physical examination from a doctor before using any exercise equipment or participating in any exercise activity. You agree that by participating in physical exercise or training activities, you do so entirely at your own risk. Any recommendation for changes in diet including the use of food supplements, weight reduction and/or body building enhancement products are entirely your responsibility and you should consult a physician prior to undergoing any dietary or food supplement changes. You agree that you are voluntarily participating in these activities and assume all risks of injury, illness, or death. We are also not responsible for any loss of your personal property.

You acknowledge that you have carefully read this Section 4 and fully understand that it is a release of liability. You expressly agree to release and discharge Licensor and its members, managers, owners, officers, employees, contractors, agents, and affiliates from any and all claims or causes of action and you agree to voluntarily give up or waive any right that you may otherwise have to bring a legal action for personal injury or property damage.

To the extent that statute or case law does not prohibit releases for negligence, this release is also for negligence.

Instructor further agrees that his/her name, voice, likeness, image, statements, and other identifying elements may be used in Licensor’s marketing, publicity, social and other promotional materials without compensation to Instructor.  Instructor’s statements may be used in whole or in part and may be paraphrased, amplified and shortened to meet the requirements of copy, layout, and/or script, provided their general sense is not changed.  Instructor hereby waives any right to review or approve Licensor’s marketing publicity, social and other materials that contain or include any such identifying elements.  

Section 5.  Termination.

(a) Licensor may immediately terminate this agreement if Instructor:

(i) makes any use of the REFIT Marks that is not authorized under this agreement;

(ii) uses any of the REFIT Marks outside of the Territory;

(iii) takes any action that misrepresents Licensor or the REFIT Marks, damages, harms, or impairs the REFIT Marks, or causes the reputation of Licensor or the REFIT Marks to be called into question (to be determined at Licensor’s sole discretion).

(b) In the event that Instructor violates Section 2(b) of this Agreement, and such violation is not remedied within thirty (30) days, Licensor may terminate this Agreement.

(c) Notwithstanding anything herein to the contrary, Licensor shall have the right to terminate this Agreement effective upon 30 days’ written notice to Instructor for any or no reason.

(d) Upon termination of this Agreement, Instructor shall, unless otherwise agreed in writing with Licensor, immediately cease any and all use of the REFIT Marks and REFIT Proprietary IP.  The obligations set forth in Sections 6-11 shall survive any termination of this Agreement.

Section 6.  Indemnification.  Instructor will, for itself and its assigns, indemnify, defend and hold the Company, and its officers, directors, employees, agents, and affiliates (collectively, all such parties including Licensor are referred to herein as the “Released Parties”) harmless from and against all demands, claims actions, judgments, losses, costs, damages or expenses, including attorneys’ fees and related expenses, which in any manner are caused by, arise from, or are incident to (i) any services performed by Instructor pursuant to this Agreement, (ii) Instructor’s breach of any obligations provided for under this Agreement; (iii) Instructor’s marketing or promotion of  fitness classes, or (iv) the Instructor’s use of the REFIT Marks, REFIT Proprietary IP, or other of Licensor’s materials. By execution of this Agreement, it is Instructor’s intention to surrender and waive any rights to exercise any legal action or seek any damages against Licensor and all Released Parties.  While Instructor is a Licensed REFIT® Instructor, Instructor agrees, from time to time, at Licensor’s sole discretion, to execute an updated version of Licensor’s Instructor Release should Licensor make such a request.  Licensor may institute additional restrictions and policies (as applicable to all REFIT Instructors) that shall be applicable to you upon ten (10) days’ notice to you.

Section 7.  Confidentiality; Non-Competition Covenant; Non-Solicitation Covenant.  

(a)          Confidentiality:  From time to time Licensor may provide to Instructor information that is proprietary to its business (including the provisions of this Agreement) or is otherwise confidential or sensitive in nature (e.g., compilations of choreography, client contact information, marketing and financial information, and other information designated as such by Licensor), some or all of which may be REFIT Proprietary IP (“Confidential Information”).  Instructor may use Confidential Information solely to perform its obligations under this Agreement and other agreements with Licensor.  Instructor agrees that Instructor will treat all Confidential Information with the same degree of care as Instructor accords to Instructor’s own confidential information, but in no case less than reasonable care necessary to ensure such Confidential Information remains confidential.  Instructor shall not disclose Confidential Information, directly or indirectly, to any third party except: (1) in a manner expressly authorized by Licensor; (2) to the extent necessary to comply with law, rule or regulation, the valid order of a court of competent jurisdiction, or the requirements of a governmental agency, in which event Instructor shall notify Licensor in advance of disclosure and, upon the request of Licensor, reasonably cooperate to limit the scope of the disclosure. For the sake of clarity, the REFIT Proprietary IP and any other information related to conducting REFIT Classes, including, but not limited to policies, procedures, compilations of choreography, playlists, marketing and financial information, client contact information provided by Licensor and general standards of operation shall be deemed to be Confidential Information.  This Section shall survive expiration or termination of this Agreement for any reason.

(b)          Non-Competition Covenant; Non-Solicitation Covenant:  Instructor agrees that during the Term of this Agreement and for one (1) year thereafter, Instructor will not: (i) engage within the county or counties in which Instructor is offering the REFIT program, directly or indirectly, alone or as a shareholder (other than as a holder of less than one percent (1%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical to the business of Licensor, or is directly competitive with any business activity of Licensor; or (ii) solicit any employee or other instructor of Licensor to change such relationship with Licensor.

(c)           Instructor recognizes and acknowledges that the obligations of Instructor contained in Section 7 of this Agreement are reasonable and necessary to protect the legitimate business interests of the Licensor, and that any breach or violation of any of the provisions of such Section is likely to result in irreparable injury to the Licensor for which the Licensor would have no adequate remedy at law. Instructor agrees that if Instructor shall breach or violate Section 7 of this Agreement, the Licensor shall be entitled, if it so elects, to institute and prosecute proceedings at law or in equity, including, but not limited to, a proceeding seeking injunctive relief, to obtain damages with respect to such breach or violation, to enforce the specific performance of Section 7 this Agreement by Instructor, or to enjoin Instructor from engaging in any activity in violation of Section 7 of this Agreement.  Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the Licensor may show itself justly entitled.  Further, during any period in which Instructor is in breach of this provision, the time period of this covenant shall be extended for an amount of time that Instructor is in breach.  Furthermore, Instructor agrees that such covenants do not hinder, or otherwise cause hardship to Instructor in finding and performing employment elsewhere.  Similarly, Instructor agrees that the Licensor’s need for the protection afforded by the covenants herein is not outweighed by either the hardship to the Instructor or any injury likely to the public. Instructor acknowledges that the provisions hereof are essential to protect the business and goodwill of the Licensor. If at any time the provisions hereof shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this provision shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the arbitration, court or other body having jurisdiction over the matter; and the Instructor agrees that this provision as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 

Section 8.  Assignment; Transfer.  Except as provided herein, Instructor may not assign or transfer any or all its rights or obligations under this Agreement.  Licensor may assign or transfer any or all of its rights or obligations under this Agreement.

Section 9.  Costs and Expenses.  Each party agrees to be responsible for its respective costs and expenses arising from their entry into this Agreement.

Section 10.  Governing Law.  This Agreement will be governed by and construed under the laws of the State of Texas.  Exclusive venue and jurisdiction over any action to enforce this Agreement shall be in the federal and state courts located in Waco, Texas.

Section 11.  Miscellaneous.

(a) This Agreement is binding on and inures to the benefit of each party hereto, including its respective officers, directors, shareholders, agents, employees, attorneys, related companies, affiliates, heirs, assigns, successors, licensees and all those acting in concert with them or any of them.  Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than Licensor or Instructor any rights or remedies under this Agreement.

(b) The failure of either party to insist on compliance with any provision hereof shall not constitute a waiver or modification of such provision or any other provision nor shall resort to a remedy constitute a waiver of the right to resort to another remedy provided for under this Agreement.

(c) If any provision hereof is held to be invalid or unenforceable by any court of competent jurisdiction or any other authority vested with jurisdiction, such holding shall not affect the validity or enforceability of any other provision hereto.

(d) The section order and headings are for convenience only and shall not be deemed to affect in any way the language, obligations or the provisions to which they refer.

(e) This Agreement, including this provision of the Agreement, may be amended or modified only in writing and when executed by both parties hereto.

(f) Your action of clicking “I accept” to agree to the terms of this agreement shall have the same force and effect as an original signature.

EXHIBIT A

Federal Records

Other Trademarks / Versions

EXHIBIT B

REFIT X Membership Program:

 If you have joined the REFIT X Membership Program, you agree to be bound by the terms of the Refit Instructor Agreement, as well as the following additional terms:

1. We will provide you with access to updates regarding materials, choreography, continuing education materials, instructor resources, apparel and merchandise discounts, special event information.
2. Your membership in the REFIT X Membership Program is terminable by Licensor at its sole discretion for any or no reason.
3. Fees for REFIT X membership are non-refundable and will be billed in accordance with the then current pricing and subject to the terms of this Agreement and all related agreements.
4. A frozen membership keeps Instructor’s license active, but Instructor is not authorized to access REFIT X resources or benefits during that time.  Memberships may be frozen for a maximum of 3 months per calendar year.
5. Subject to the provisions herein, you may cancel your REFIT X membership with 30-day advanced notice.