VeraFlow | LICENSE AGREEMENT

VERAFLOW TERMS & CONDITIONS OF LICENCE

For VeraFlow Basics, VeraFlow Instructor & VeraFlow Pro

THIS LICENCE BETWEEN

(1) Mokoena Fitness Limited, a company registered in England under company number 07890814 of 5 Birch Way, Heathfield, East Sussex TN21 8BB (“the Licensor”) and

(2) you the Subscriber (“the Licensee”)

WHEREAS:

(1) The Licensor is the owner of the Intellectual Property Rights with respect to VeraFlow, the Content and the Website.

(2) The Licensor wishes to grant a non-exclusive licence to the Licensee to use certain parts of the Intellectual Property Rights for the Stated Purposes only in accordance with the terms and conditions of this Licence.

IT IS AGREED as follows:

1. Definitions and Interpretation

In this Licence, unless the context otherwise requires, the following expressions have the following meanings:

Accountmeans collectively the personal/identifying information and credentials used by Subscribers to access parts of the Website and where applicable provide Veraflow classes;

Confidential Informationmeans information relating to this Licence, any business information relating to the Licensor, and any other information which the Licensor may designate confidential;

Contentmeans any text, graphics, images, audio, video, software, data compilations and any other form of information that appears on or forms part of the Veraflow classes, training events and/or Website;

Effective Datemeans the date on which the Subscription Fee is received by the Licensor;

Intellectual Property Rightsmeans without limitation all copyright, designs, trademarks (including trademark number UK00003080812), goodwill, performance rights, trade, business and company names, internet domain names and e-mail addresses, service marks, database rights, know-how, rights in designs and inventions;

Stated Purposesmeans the rights and limitations for each of the Subscriber Levels as set out in the Schedule;

Subscribermeans the Licensee who has subscribed to one of the VeraFlow workshops and/or training course(s) whether as an instructor or attendee;

Subscription Feemeans the sum of money paid by the Licensee at monthly, quarterly and/or annual intervals to keep their Account active and to enable them to attend, deliver Veraflow classes and to publicise classes subject to the Stated Purposes only;

Subscriber Level(s)means the levels of VeraFlow Basics, VeraFlow Instructor and VeraFlow Pro and their respective rights as set out in the Stated Purposes;

Subscription Periodmeans the period for which a subscription has been purchased;

VeraFlowmeans the dance, choreography and fitness classes, workshops and programmes devised and created by the Licensor;

Websitemeans the website www.veraflow.com and/or verflow.com

2. Unless the context otherwise requires, each reference in this Licence to:

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
“this Licence” is a reference to this Licence and the Schedule as amended or supplemented at the relevant time;
a Schedule is a schedule to this Licence;
a Clause or paragraph is a reference to a Clause of this Licence (other than the Schedules) or a paragraph of the relevant Schedule; and
a "Party" or the "Parties" refer to the parties to this Licence.

3. The headings used in this Licence are for convenience only and shall have no effect upon the interpretation of this Licence.

4. Words imparting the singular number shall include the plural and vice versa.

2. Grant of Rights

In consideration of the Licensee paying the Subscription Fees and complying with the terms of this Licence and the relevant Stated Purposes, the Licensor hereby grants to the Licensee non-exclusive licence within the Territory and for the Subscription Period to use the Intellectual Property Rights, Content and the Website solely for the Stated Purposes based on the Subscriber Level.

3. Scope of Licence

1. The Licensee may not:

use the Intellectual Property Rights for any purposes other than the Stated Purposes;
use the Intellectual Property Rights in any manner outside the Territory;
use any part of the Intellectual Property Rights or any other rights belonging to the Licensor that is not covered by the Licence;
use any other trademark(s), registered or unregistered and irrespective of ownership, in relation to the Stated Purposes without the express written consent of the Licensor;
use any other trademark(s), whether for the Stated Purposes or otherwise, which are confusingly similar to the Intellectual Property Rights
claim or make any representation that it has any rights, title or interest in or to the Intellectual Property Rights beyond that granted under this Licence; and
take or permit any action which may be detrimental in any way to the Intellectual Property Rights and/or the Licensor. Such action includes, but is not limited to, that which may impair, damage or be otherwise detrimental to the reputation, goodwill, validity, value or registration of the Intellectual Property Rights;
use the Intellectual Property Rights on any merchandise, products or marketing material without the express prior written consent of the Licensor.

2. The Licensee may not upload or post (or permit any third party to do so) any videos of the VeraFlow classes (whether provided by the Licensor, the Licensee or third party) subject only to footage with a duration of no longer than 60 seconds which shows a selection of the choreography and/or classes for the purpose only of promoting the Instructor’s VeraFlow class.

3. The Licensee (where they have been permitted to do so under VeraFlow Instructor and VeraFlow Pro) shall not provide or offer to provide classes, training or services under the Intellectual Property Rights immediately following termination of the Subscription Period.

4. The Licensee must not act beyond the scope of the rights granted to them in accordance with their relevant Stated Purposes.

5. The Licensee must not hold themselves out as VeraFlow Instructors following termination of this Licence and/or termination of the Subscription Period.

6. The Licensee shall not be permitted to assign, sub-licence, sub-contract or otherwise transfer the benefit of the Licence or any part of it to a third party.

7. The Licensee hereby acknowledges that the Intellectual Property Rights, the Content and the Website are the sole property of the Licensor and further acknowledges that no use of them by the Licensee shall bestow any right, title or interest in or to the same upon the Licensee beyond that expressly granted by this Licence.

8. The Licensee hereby acknowledges that any and all goodwill arising from its use of the Intellectual Property Rights in relation to the Stated Purposes or otherwise, shall accrue for the sole benefit of the Licensor.

9. Access to the Account by the Licensee will terminate at the end of the Subscription Period.

10. Where the Licensor enters into a further Subscription Period within 2 months from the date of the cancellation notice as set out in sub-Clause 5.3 the Licensee shall then have access to his Account and have the same rights in accordance with his relevant Stated Purposes as was entitled immediately prior to such cancellation notice.

11. In any communications, marketing or publications (online or otherwise) the Licensee must only use the following words in the following style (unless otherwise agreed in writing by the Licensor):

VeraFlow

12. An individual who has been notified by the Licensor of their passing the VeraFlow Instructor training shall have two months to pay the relevant Subscription Fee to receive the licence for the Stated Purposes of a VeraFlow Instructor. Any licenses already provided shall continue unaffected for the duration of such licence. Immediately following the two-month period there shall be a further three month period in which the individual having passed the VeraFlow Instructor training may re-apply for the training course at a cost of £97.00 (subject to change by the Licensor). If no payment is made within the 6 month period any VeraFlow Instructor licence shall be revoked and any re-applications will be charged at the full cost.

4. Licensee’s Rights and Obligations

The Licensee shall be fully responsible for its use of the Intellectual Property Rights, the Content and the Website and for any and all activities carried out with respect to the Stated Purposes.
The Licensee may only use the Intellectual Property Rights in the form and manner as provided by the Licensor. No variation in any aspect of the Intellectual Property Rights shall be permitted without the express prior written consent of the Licensor.
The Licensee shall use its reasonable endeavours to ensure that the Stated Purposes are carried out to a high standard which is commensurate with best practice in the fitness industry and in compliance with any and all relevant standards, codes of practice, statutes, regulations of any nature and any further related matters as provided by the Licensor.
In the event that the Licensor requires samples of products, marketing materials or literature or other means including, but not limited to, inspections of the Licensee’s premises in order to ascertain the Licensee’s compliance with the provisions of clause 3 and 4, the Licensee shall take any action required upon receipt of a written request for the same from the Licensor.
The Licensee shall submit to the Licensor copies of any and all material incorporating the Intellectual Property Rights prior to its use for the approval of the Licensor. The Licensor shall submit either written approval to the Licensee or shall submit details of required revisions thereto.
All submissions and requests under clauses 4.4 and 4.5 shall be sent to the email address legal@veraflow.com
The Licensee hereby assigns all copyright and performing rights in and to any videos and/or choreography to the Licensor.
The Licensee shall be responsible for all necessary insurances and shall provide to the Licensor immediately upon request all evidence of such insurances including without limitation any certificates.
The Licensee is a self-employed contractor and responsible for its own taxes and national insurance contributions.
The Licensee shall comply with all applicable laws and regulations including the Data Protection Act 1998.

5. Payment and Subscription Fees

In consideration of the Licensee being granted access to the Content and Website for the Stated Purpose under the terms of this Licence the Licensee shall pay the Subscription Fees.
Unless notified in accordance with clause 5.3 the Subscription Period shall automatically be renewed and the relevant Subscription Fees for such Subscription Period shall be paid by the Licensee.
The Licensee may cancel any renewal of the Subscription Period no later than 48 hours prior to the date of the renewal date. Once paid the license fee is NOT REFUNDABLE.
The Licensee shall pay the Licensor all further fees as set out in the Website or as notified to the Licensee.
The Licensor shall pay to the Licensee where applicable the fees for any VeraFlow classes, workshops or events provided by the Licensee as an instructor in accordance with the Licensor’s payment schedule as provided to the Licensee.
Payments due in accordance with sub-Clause 5.5 shall be made by bank transfer to the Licensee’s account within 30 days of the completion of the relevant event, class or workshop, completion of all necessary and relevant paperwork and receipt of requested invoice.
Where the Licensee receives payment directly from attendees the Licensee shall immediately notify the Licensor of such receipt of payment and pay such monies to the Licensor immediately unless otherwise agreed in writing by the Licensor.
The Licensee shall be required to keep records and books of account detailing all information with respect to the booking and/or attendance of the VeraFlow events, classes and workshops.
The Licensor shall have the right, on reasonable notice, and during normal working hours, to inspect any and all records and books of account kept by the licensee under sub-Clause 5.8. Any such inspection shall be conducted at the expense of the Licensor unless an underpayment in excess of 10% is identified by such inspection in which case the cost of the inspection shall be borne by the Licensee.

6. Licensee’s Warranties

The Licensee hereby warrants and represents that:

it has the right to enter into this Licence;
it shall not hold itself out as an employee or partner of the Licensor;
it shall pay all sums due under this Licence in accordance with Clause 5; and
it shall not exceed the rights granted by this Licence.

7. Indemnity

The Licensee shall indemnify and hold harmless the Licensor against any claim, loss, damage, proceedings, settlement, costs or expenses howsoever arising, directly or indirectly, as a result of any breach or non-performance by the Licensee of any of its obligations, undertakings or warranties as set out in this Licence.

Limitation of Liability

The Licensor shall not have any liability to the Licensee with respect to any loss of revenue, profit, use of money, anticipated savings, goodwill, business, opportunity, reputation or any other indirect or consequential loss or damage (whether foreseen, foreseeable, known or otherwise) which may arise out of this Licence or any other contractual or non-contractual matters arising therefrom.
The provisions of this Clause 8 shall apply to any and all liability whether arising in contract, tort (including the tort of negligence) or otherwise.
Nothing in this Clause 8 or this Licence shall exclude the Licensor’s liability for death or personal injury arising out of its own negligence, nor shall it exclude the Licensor’s liability for any other matters for which the Licensor may not exclude liability under any applicable law.

9. Proceedings

1. The Licensee shall inform the Licensor immediately if it becomes aware of any:

Infringement, actual or suspected, of any of the Intellectual Property Rights;
Challenge, claim or proceedings with respect to the Intellectual Property Rights including, but not limited to, those pertaining to opposition, cancellation, revocation or rectification; or
Claims that the Intellectual Property Rights infringe the rights of any third party.

2. In the event of any infringement or claim arising under sub-Clause 9.1:

the Licensor shall determine the action to be taken;
the Licensor shall be solely responsible for the conduct of any claims or proceedings;
the Licensee shall provide all reasonable assistance that may be reasonably required by the Licensor in order to conduct any claims or proceedings.

10. Confidentiality

1. The Licensee undertakes that they shall at all times during the continuance of this Licence and after its termination:

keep confidential all Confidential Information;
not disclose any Confidential Information to any other party;
not use any Confidential Information for any purpose other than as contemplated by this Licence;
not make any copies of, record in any way or part with possession of any Confidential Information; and
ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by the Licensee, would be a breach of the provisions of sub-Clauses 10.1.1 to 10.1.4.

11. Term and Termination

1. This Licence shall come into force on the Effective Date and shall continue in force for the Subscription Period unless otherwise terminated in accordance with this Clause 11.

2. The Licensor has the right to terminate this Licence immediately by written notice if the Licensee:

has committed a material breach of this Licence, unless such breach is capable of remedy in which case the right to terminate immediately will be exercisable if the Licensee has failed to remedy the breach within 14 days after a written notice to do so;
has an encumbrancer take possession, or (being a company) has a receiver appointed of any of its assets or property;
holds a meeting of its creditors or proposes, enters into any arrangement, moratorium or composition with or for the benefit of the same (including any voluntary arrangement as defined by the Insolvency Act 1986) or, (being a company), becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
has (being an individual or firm) a bankruptcy order made against it or (being a company) goes into liquidation (except for the purposes of amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed under this Licence); or
ceases, or threatens to cease, to carry on business.

3. Sub-Clause 11.2 shall also apply in the event that anything analogous to any of the provisions of that sub-Clause occurs under the law of any jurisdiction.

4. The Licensor shall be able to terminate the Licence for any reason following 30 days written notice.

5. Any and all obligations of the Licensee which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Licence shall survive termination under this Clause 11.

12. Post Termination

1. Upon the termination of this Licence for any reason, the Licensee shall:

cease any and all use of the Intellectual Property Rights (save for any use covered by any other Licence which remains in force);
cease any and all use of any trade marks which are confusingly similar to the Intellectual Property Rights;
return any and all materials supplied to it by the Licensor under this Licence including any and all copies made by the Licensee
pay any and all outstanding sums under this Licence.

13. Cancellation

1. Where any event, class or workshop is cancelled or terminated and where such cancellation or termination occurs due to reasons which are within the Licensor’s reasonable control, the Licensor sole obligation shall be to provide further dates for the Licensee to attend a subsequent event, class or workshop.

2. The Licensee shall not be entitled to any refunds including without limitation for any travel and accommodation expenses.

3. Where the Licensor has to cancel an event, class or workshop due to the Licensee’s (acting as an instructor) non-attendance, the Licensee shall be liable for any refunds payable to those who have booked to attend such event, class or workshop.

4. The liability as set out in sub-clause 13.3 shall not apply where the Licensee has provided the Licensor with no less than 7 days’ notice of its non-attendance.

5. Where the Licensee is a consumer based in the European Union and has booked for the VeraFlow Basics workshop the Licensee has a statutory right to a “cooling off” period. This period begins once your order is confirmed and ends at the end of 14 calendar days after that date. If you change your mind about the booking within this period and wish to cancel your order, you shall inform the Licensor immediately. There can be no cancellation on the date of or after the date of the workshop. Please note that the right of cancellation does not apply to ticketed or booked events.

6. Where the individual wishes to transfer attendance to another VeraFlow event they may do so at the sole discretion of the Licensor.

7. Transfer and cancellation fees shall apply.

14. Non-Assignment of Licence

The Licensee shall not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Licence without the prior written consent of the other, such consent not to be unreasonably withheld.

15. Notices

1. All notices under this Licence shall be in writing and be deemed duly given if signed by the Party giving the notice or by a duly authorised officer thereof, as appropriate.

2. Notices shall be deemed to have been duly given:

when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid.

3. All notices under this Licence shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

16. Force Majeure

Neither Party to this Licence shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

17. No Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in this Licence shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Licence. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

18. Severance

The Parties agree that, in the event that one or more of the provisions of this Licence is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Licence. The remainder of this Licence shall be valid and enforceable.

19. Law and Jurisdiction

This Licence (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
Any dispute, controversy, proceedings or claim between the Parties relating to this Licence (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

THE SCHEDULE

The Stated Purposes

1. VeraFlow Basics

1.1 You shall be entitled to attend a ½ day VeraFlow Basics workshop

1.2 You shall have access to VeraFlow Basics online training modules for a period of 6 months from the date of your payment for your VeraFlow Basics workshop.

1.3 You shall not be entitled to teach any classes under the VeraFlow brand or Intellectual Property Rights or hold yourself out as a VeraFlow Instructor.

2. VeraFlow Instructor

2.1 You shall register on the Website for the VeraFlow Instructor training course

2.2 You shall have access to the pre-training day modules

2.3 You shall complete the work set out on the Website

2.4 You shall undertake the VeraFlow Instructor Assessment on the Website

2.5 You must pass the VeraFlow Instructor Assessment (pass rate shall be 80%)

2.6 You are entitled to retake the VeraFlow Instructor Assessment but no earlier than 24 hours following the previous Assessment

2.7 On passing the VeraFlow Assessment you shall be entitled to book for a VeraFlow Instructor live training day Following which a VeraFlow Master Trainer shall evaluate you and provide you with (a) a fail; (b) a pass; or (c) a refer. A fail shall mean that you are not entitled to the rights under the Licence other than the rights of VeraFlow Basics. If you are awarded a refer you may re-book a VeraFlow Instructor live training day at no further cost. At this point you can only be awarded either (a) a pass; or (b) a fail.

2.8 On being awarded a pass your Subscription Period shall continue for a period of 6 months and you shall be entitled to teach the VeraFlow classes under the Licence but subject to you:

2.8.1 paying your Subscription Fee(s);

2.8.2 adhering strictly to the VeraFlow choreography and instructions as set out on the Website;

2.8.3 uploading to the Website details of all VeraFlow classes that you are providing

2.9 You must not teach or offer to teach VeraFlow Master Classes.

2.10 You must not represent the VeraFlow brand without the express prior written consent of the Licensor.

2.11 For each person you refer to the Licensor and who registers for either the VeraFlow Basics workshop or the VeraFlow Instructor training course you shall be entitled to receive a credit to the value of £10 which may be used as part of your Subscription Fees, workshop or course payments or to purchase any products available in the Licensor’s online store. Such credit shall not apply where the referred person fails to make payment or cancels their booking.

3. VeraFlow Pro

3.1 You must have a minimum of 6 months experience as a VeraFlow Instructor prior to attending a VeraFlow Pro training course.

3.2 In the event of passing the VeraFlow Pro training course you shall be entitled to hold yourself out as a VeraFlow Pro for the duration of the Licence and subject to you maintaining the required levels as set by the Licensor.

3.3 You shall be entitled to provide the Licensor with videos of your own VeraFlow choreography and if approved in writing by the Licensor teach such choreography under the Licence. You acknowledge and accept that all rights including the copyright and performing rights in such choreography are owned by the Licensor.

3.4 Following a continued period of 6 months as a VeraFlow Pro you shall be entitled to apply for the VeraFlow Master status. The criteria in awarding VeraFlow Master status is strict and shall be awarded only where the Licensor is satisfied that you have met such criteria.

3.5 For each person you refer to the Licensor and who registers for either the VeraFlow Basics workshop or the VeraFlow Instructor training course you shall be entitled to receive a credit to the value of £10 which may be used as part of your Subscription Fees, workshop or course payments or to purchase any products available in the Licensor’s online store. Such credit shall not apply where the referred person fails to make payment or cancels their booking.

3.6 You must not represent the VeraFlow brand without the express prior written consent of the Licensor.