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NirvanaFitness™ Instructor Franchise Agreement

"NirvanaFitness” is a workout system that combines the elements of yoga, pilates, functional movements, active spiral stretching, fascia training and other training types forming a specific workout blend in the form of a choreography to specific music combined with predefined cued breathing patterns with binaural beats (theta waves).

"Nirvana system” is an assembly of the NirvanaFitness workout concept and corresponding Nirvana branded accessories.

"Nirvana on-site instructor training” consists of three parts: pre-education - online, onsite education and post e-education - online. The on-site education lasts for 10 hours, the pre-education 40 hours (participants get music, choreos and the Instructor manual-online) and the post education additional 16 hours, in total  up to 80 hours. 

"Nirvana online instructor training” consists of content available also within the on-site module, just that it is available only in online format in NIN profile, leading the registrant through the steps, including a Skype call with the Nirvana expert to finalize the certification process. Online instructor trainings are not available for all territories.

A "NirvanaFitness Instructor” is an individual that has undergone a Nirvana Instructor education module (on-site or online if this option is available in a certain territoy) and was granted the above mentioned title. 

Nirvana Instructor Network (NIN) is an online system that provides instructors and NES’ with an online NIN profile in which they have access to all the educational and marketing materials and from which they are able to administer their own Nirvana personalized website.

This Franchise agreement ("Agreement”) is made and entered into between FGI d.o.o. ("Nirvana”), and you ("Instructor”), and shall be deemed effective as of the date when the Instructor gets certified as a NirvanaFitness instructor (the "Effective Date”). Nirvana is the owner of the trademarks ("The Nirvana Marks”) including NIRVANA FITNESS®, NIRVANA® and the respective logotypes, education modules, music and other materials as well as holder of intellectual property rights associated with NirvanaFitness.

Now therefore, in consideration of the foregoing premises and the mutual promises hereinafter set forth, the parties agree as follows:

1. Grant of Franchise license
Nirvana hereby grants to Instructor a non-exclusive, nontransferable license (the "License”), without warranty, to use the Nirvana Marks to promote the Services to be offered by Instructor and Instructor accepts the License, during the Term hereof, all subject to the terms and conditions set forth herein. Any transfer of the Franchise  license or materials obtained within the franchise license fee or using the materials after the Franchise license has expired is considered a breach of this Agreement subject to a penalty of 2000 EUR and possible termination of this Agreement on the sole discretion of Nirvana.

2. Franchise license fees 
Within the payment for the education module, the Instructor also receives the 1st year franchise license (Basic Nirvana kit). The Instructor can also opt for the Lifetime license (Premium Nirvana kit) which means that there shall be no further costs to cover. 
In case of online and on-site trainings, the Instructor receives access to the Nirvana Instructor Network profile with education steps in terms of Choreoographies, Technique, Theory, Marketing, Promotion with full Sounscapes and pre-choreo plus a Nirvana personalized webpage administered from the NIN profile.
In case of Basic Nirvana kit, after the expiry of one year (and then on a yearly basis), if the Instructor wishes to continue leading Nirvana classes and using the Nirvana marks, he/she has to prolong the license for another year, again receiving the 4 new Nirvana choreographies and licensed Nirvana music for these choreographies (in online format for the price of 99 EUR + VAT (if applicable)  - or the equivalent in other available currencies or in online format plus on USB key shipped to Instructor’s home address for the price of 129 EUR + VAT (if applicable)+ shipping costs)  - or the equivalent in other available currencies. 
After 5 years (so first year plus 4 prolongations) no more choreos or music are given. The price of yearly prolongation is then 29,90 EUR + VAT (if applicable) - or the equivalent in other available currencies.

The Instructor, when certified, has the right to teach NirvanaFitness live online and/or on-site classes as demonstrated in the educational process and presented in the form of choreographies to music in the NIN profile. Instructors are not allowed to modify choreographies in any way or add their own music.

He/she shall automatically be listed on the Nirvana website as Nirvana Instructor (Instructor Locator). The Instructor shall also be granted access to an online profile with marketing materials and educational materials. This is provided within the license fee.

The Franchise license fee is subject to reasonable changes in Nirvana’s sole and absolute discretion, doing everything possible that such changes would follow the principle of fairness and respect of the initial terms and not obstruct the work of Nirvana instructros. Nirvana reserves the right to establish, revise, modify or amend at any time its billing practices, methods and fees, including without limitation collection practices, payment practices, supplemental fees and separate fees for content or services provided on Nirvana’s website(s). Nirvana shall not be required to provide specific notice, whether formal or informal, of such fee changes; however, Nirvana agrees to post such changes on its website, and such changes shall be specifically incorporated herein and made a part hereof. 

3. Ownership of Marks 
Instructor acknowledges that Nirvana owns the Marks and Instructors agree they will take no action inconsistent with such ownership. All intellectual property rights of Nirvana in connection with this Agreement (including but not limited to the name and trade mark "NirvanaFitness” and choreographies, programs, music, choreography notes, marketing materials etc.) shall remain the exclusive property of Nirvana and nothing in relation to this Agreement shall operate as a transfer of any intellectual property rights to the Instructor. Instructor agrees that nothing in this License shall give Instructor any right, title or interest in the Marks other than the right to use the Marks in accordance with the this  Agreement. 

4. Certification and the standards of quality
The person attending the course, whether on-site or online, will be certified only if all the conditions as set in the Terms of purchase.

Instructor agrees that the nature and quality of all Services rendered by Instructor under the Marks shall conform to the standards set by Nirvana as explained in the official Nirvana instructor education module, other official Nirvana education modules, Nirvana Instructor Manual and Nirvana marketing quality standards as otherwise dictated by Nirvana from time to time. 

5. Marketing possibilities
In marketing, use the materials that can be found:
- in your NIN profile under the Marketing sections
- on the NirvanaFitness Facebook page and Instagram page
- on the NirvanaFitness Youtube channel

If you create your own materials you are obligated to use official Nirvana pictures, fonts and brand logotypes that can also be found in the NIN profile.

You can create your own materials (photos, videos, marketing materials) following the regulations below and taking into consideration the Nirvana Visual identity (see the document in the Marketing section of your NIN profile under Online and Offline Marketing materials).

You are not allowed to take videos of full Nirvana sequence(s) and choreographies in any format and placing them online in any way. The only sequence exceptions are Nirvana sequences: Devoted Swan, Healing snake, Slow blade, Strong table and Happy rainbow - never as a choreography but as individual sequences with one repetiotion so you can quickly show how Nirvana looks like to potential clients.
The music to be used as background for promotional materials can only be the music you can find in your NIN profile under Online and Offline Marketing materials.

You cannot post any educational materials, choreography videos or tutorial videos from your NIN profile on any website or social media. This is intended just for Instructors and their learning process.

You can do live online NirvanaFitness classes, workshops, webinars (for closed groups of your clients) but not record them and send them to participants or publish/share them in any way. This is allowed only if you keep the recordings exclusively for your paying clients within a membership portal you own. You can do a Facebook Live classes only if done for a closed group of your clients. You cannot send clients recordings of full sessions, sequences or choreographies in whichever format, nor publish them on any website, social media etc. The only way to keep recordings is within your membership portal as explained above. We do advise these recordings are there for just a limited period of time.

For promotional purposes you are allowed to do teaser videos where you can also explain the benefits of NirvanaFitness, of breathing and/or you show some of the sequences above (following the regulations above), the videos should be 30 seconds to maximum 3 minutes so you can show the benefits of Nirvana and lead your clients to your classes, workshops and webinars.

The Cloud7App is a great tool for promotion. You cannot post links from the App but we strongly encourage you to invite your clients to download it. This is the best way how they can try Nirvana.

Allowed marketing practices are also described in other marketing related documents in the NIN profile. 

Behaviour contrary to this provisions is considered a breach of this Agreement subject to a penalty of 2000 EUR.

6. Term
The initial term of this Agreement shall be for one year from the Effective Date. After one year the Instructor can prolong the Agreement for another year and so on in line with the structure described in Article 2 of this Agreement) - this applies for those that acquired the Education with Basic kit, those that acquired the Premium kit have the Lifetime license so they have no further costs in the future.
In case of Basic kit, if the payment of the second year license is not made this means that this Agreement is terminated. Notwithstanding the foregoing, Nirvana may cancel this Agreement with or without cause, by giving Instructor written notice of termination. Termination without cause would apply in case of company liquidation or substantial changes in the ownership control of the company. In such case any fees paid but not used shall be returned to Instructor, excluding the license fees.
If the termination is performed with a cause, Nirvana shall have the right to immediately terminate this Agreement upon written notice to Instructor in the event of a breach of any of the provisions hereof by Instructor or upon taking any illegal action or other conduct deemed by Nirvana to be detrimental to the Nirvana® brand. Nirvana may, in its sole and absolute discretion but following the practice of fair and just business, provide Instructor with an opportunity to cure any breach of this Agreement prior to termination. 

7. Effect of Termination
Upon termination of this Agreement, Instructor shall immediately discontinue all use of the Marks (including as part of a domain name) as well as any and all confusingly similar names and marks. In the event Instructor created any unauthorized printed materials containing the Nirvana mark, Instructor shall immediately destroy all such printed materials. In the event Instructor registered a domain name containing the Nirvana mark, then upon Nirvana’s request, Instructor shall transfer such domain name to Nirvana. All rights in the Mark and the goodwill connected therewith shall remain the property of Nirvana.
In case the Instructor continues to use the Nirvana brand or any marketing materials or leads Nirvana classes or exercises sequences and their name under Nirvana name or a different name using the Nirvana music and materials even if the Agreement was terminated, this shall be deemed as breach of this Agreement subject to the penalty of 2000 EUR.

8. Modifications to Terms and Conditions 
Instructor acknowledges that the terms and conditions of this Agreement may be reasonably updated and modified from time to time at Nirvana’s sole and absolute discretion. Such changes will be shown by Nirvana’s posting of a change notice or a new agreement on its website within the NIN profile. Such modified terms shall be deemed incorporated herein and made part hereof. Nirvana shall make commercially reasonable efforts to notify Instructors of all such changes prior to implementation; provided, however that the enforceability of such changes shall not be deemed contingent upon actual notification. In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy and recourse shall be to terminate this Agreement. 

9. Relationship of Parties 
The legal relationship between Nirvana and Instructor shall be that of licensor and licensee. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall Nirvana be deemed to be acting in a fiduciary capacity with respect to Instructor.
Instructor shall have no authority to make or accept any offers or representations on behalf of Nirvana or to otherwise bind Nirvana in any manner.
Instructor shall not make any statements or take an actions in any media whatsoever, including, without limitation, electronic media, print media, wireless media or the worldwide web, that reasonably may contradict the relationship set forth herein, that reasonably may confuse or mislead any person regarding the nature of the relationship between Nirvana and Instructor. 

10. Limitation of Liability
Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall Nirvana or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to Instructor or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of Nirvana has been advised of or should have known of the possibility of such damages. In no event shall Nirvana be liable for any damages in excess of the fees paid by the Instructor pursuant to this Agreement. 

11. Indemnification
Instructor shall indemnify, defend and hold harmless Nirvana and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by instructor of any provision of this Agreement or from any other act of malfeasance or nonfeasance on the part of Instructor. 

11. Disclaimers 
Nirvana makes no representations or warranties, express or implied, to Instructor with respect to the Nirvana Services, or any products sold through the Nirvana system - online or offline (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage. 
In addition, Nirvana makes no representation that the operation of Nirvana’s website will be uninterrupted or error-free. As such, Nirvana shall not be liable for the consequences of any interruptions or errors, although Nirvana agrees to make commercially reasonable efforts to correct errors or interruptions promptly. 

12. Nature of Nirvana Services
Instructor acknowledges and agrees that as a result of the physical nature of Nirvana fitness classes, Nirvana fitness may not be safe or appropriate for everyone. Instructor further acknowledges and agrees that any information Nirvana may provide to Instructor through a Nirvana website or otherwise regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice. Instructor further acknowledges that Instructor has been encouraged to seek the advice of a physician or other qualified healthcare professional if Instructor has experienced any medical condition that may affect Instructor’s ability to provide the Services.
Nirvana and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or in action Instructor may take based on the information, services, or other material provided on a Nirvana website. While Nirvana will strive to provide complete, up-to-date and accurate information on its websites, Nirvana and its affiliates and agents do not guarantee, and shall not be responsible for, any damage or loss related to the accuracy, completeness, or timeliness of such information. 

13. Notices
Any notice, request, demand or other communication required or permitted to be given hereunder may be given via email at Nirvana will reply in 5 working days since the receipt of the notice. All notices sent by mail are to be sent by registered mail to address Nirvana Fitness FGI d.o.o., Strossmayerjeva 16, 1000 Ljubljana, Slovenia, EU.

14. Acceptance of Terms
Instructor’s payment of fees pursuant to this Agreement constitutes Instructor’s acceptance of the terms hereof. 

15. Entire Agreement
This Agreement shall supersede any other previously or simultaneously created documents, discussions or promises with which it may conflict.

Final provisions
This Agreement and any matters hereto shall be governed by the substantive law of Slovenia. In the event of any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled before the competent court in Ljubljana, Slovenia.