2.     you (the “Instructor”) and takes effect on the date of your enrolment as Kinisi Flow member (“Effective Date”). 

(individually a “Party” and collectively as the “Parties.”

Kinisi Fit owns the Programme Material (as defined below) and uses the Programme Material in connection with the promotion and provision of its proprietary Kinisi Flow® exercise programme (“Programme”). The Instructor has completed the requisite training to be an instructor in the Programme and Kinisi Fit will authorise it to be a Programme instructor according to the terms and conditions of this Agreement.

          1. Definitions and interpretation. 

For purposes of this Agreement, the following terms have the following meanings unless the context otherwise requires:

1.1. Fee. The subscription fee calculated and paid as detailed below.

1.2. Kinisi Fit Marks. The registered or unregistered trademarks and/or service marks and/or trademark applications owned or controlled by Kinisi Fit as notified by Kinisi Fit to the Instructor from time to time.

1.3. Programme Material. Means the Programme methodologies, training manuals, exercise videos and related promotional materials and merchandise, together with all copyright and other intellectual property rights contained in and relating to them, including without limitation the Kinisi Fit Marks and the contents of the Workshop.

1.4. Term. Means a period beginning on the Effective Date and ending when this Agreement is terminated according to its terms.

1.5 Workshop. Means the introductory workshop held live or online at subscription at which the Instructor is inducted into and trained in giving the Programme.

2.1 Subject to the terms of this Agreement, in consideration of the sums paid under clause 3, Kinisi Fit grants to the Instructor a limited, non-exclusive, revocable licence, without the right to assign or sub-license, (i) to provide the Programme in exercise classes at live venues and online; (ii) to use the Programme Material solely for such purpose; and (iii) specifically to use the Kinisi Fit Marks to promote and teach Instructor’s Programme classes. The Instructor shall not use the Programme Material, in whole or part, for any other purpose. All goodwill accruing from the Instructor’s use of the Kinisi Fit Marks shall accrue to Kinisi Fit. On subscription the Instructor will attend the Workshop and may not give Programme classes until he/she has done so. The Instructor shall not film or otherwise record any part of the Workshop and shall not teach or share what he/she has learned in the Workshop, including any aspects of the Programme, its system of teaching, the class format or practice, save in the context of holding authorized Programme classes pursuant to this Agreement.

2.2 In providing the Programme and using the Programme Material pursuant to this Agreement, the Instructor must not imply an affiliation with any third party. If the Instructor wishes to use the name, logo or marks of a third party in connection with the Programme, the Instructor must obtain Kinisi Fit prior written consent. The Instructor may use the business name, trade name and/or trademark of a venue or organisation where or through which the Instructor delivers the Programme provided that such use is permitted by the venue or organisation in question and Kinisi Fit gives prior written consent to the nature and format of the use of the Kinisi Fit Marks in conjunction with such venue or organisation’s branding.

2.3 The Instructor shall not, by word or action, do anything which might reasonably be expected to bring Kinisi Fit, the Programme or the Programme Material into disrepute or to damage their reputation or value. 

2.4 Kinisi Fit owns all right, title and interest in the Programme Material and the Instructor shall must not take any action inconsistent with Kinisi Fit ownership thereof. Nothing in this Agreement gives the Instructor any right, title or interest in the Programme Material other than the right to use the Programme Material as permitted by this Agreement. Without limitation, the Instructor shall not contest Kinisi Fits or its licensor’s ownership of or the validity or enforceability of any intellectual property contained in the Programme Material and shall not register or attempt to register any domain name, trademark, service mark, logo, copyright, trade name or business name that incorporates “Kinisi Fit”, “Kinisi Flow®”, “Kinisi” or any of the Kinisi Fit Marks, or any derivations thereof, nor assist any party in doing so. The Instructor shall not remove or obscure any copyright notices on the Programme Materials or add any other copyright notices to them

3.1 The Instructor shall pay Kinisi Fit a monthly or yearly subscription Fee in an amount to be set by Kinisi Fit as determined at subscription. The Fee is subject to change at Kinisi Fit’s discretion. Kinisi Fit reserves the right to establish, revise, modify or amend its billing practices, methods and fees, including its collection practices, payment practices, and fees for content or services provided on its website(s). The Instructor agrees to accept notice of any changes by way of the changes posted on Kinisiflow.com 

3.2 If any Fee instalment is unpaid in full by its due date the Instructor shall pay interest on the outstanding amount, before and after judgment, at a rate of 5% above the base rate of Barclays Bank Plc in the UK, calculated annually but accruing on a daily basis, or such higher rate as is allowed by law. If the outstanding amount (plus interest accrued) is unpaid in full for more than 30 days, Kinisi Fit may terminate this Agreement under clause 6.2. The Instructor shall in addition indemnify Kinisi Fit against all costs (including reasonable attorney’ fees) incurred by Kinisi Fit pursuing sums due under this Agreement.

3.3 The Instructor shall be solely responsible for collecting payment from individuals or organisations it trains in the Programme, for paying for the use of venues or platforms for such training and for any other costs or liabilities arising out of or in connection with the Programme and shall indemnify Kinisi Fit against any and all costs and liabilities in connection therewith.

4.1 The Instructor shall not allow any party other than itself to give the Programme or shall not incorporate elements of the Programme in other exercise or Fitness training courses or materials and shall not make the Programme Materials available to any other party, save that the Kinisi Fit Marks and promotional materials for the Programme may be used to promote Programme sessions.

4.2 In providing the Programme the Instructor shall act in a professional and courteous manner, provide it to a high standard, not provide it under any name other than Kinisi Flow® and adhere to the format, structure and content of exercise sessions in the Programme Materials entirely and not amend or abbreviate them or add any non-Programme elements to them. In particular, the Instructor must not amend Programme choreography nor attempt to compile his/her own flow sections from the Programme system provided and shall only use the provided content in its entirety as specified in the Programme Materials.

4.3 The Instructor shall in supplying the Programme comply with all relevant legal and regulatory requirements and the instructions and requirements of any venue or organisation at or through which it gives Programme sessions provided that such instructions or requirements do not contradict this Agreement.

4.4 The Instructor must only use the Kinisi Fit Marks in accordance with Kinisi Fit’s instructions from time to time and the content of any Instructor website or other promotional material or activity in connection with the Programme shall be subject to Kinisi Fits prior written approval at all times. 

4.5 Only music approved and/or recommended by Kinisi Fit may be used to accompany Programme sessions and the Instructor shall be responsible for obtaining any licence needed to use it. 

4.6 The Instructor must not use the Kinisi Fit Marks or promote the Programme on radio, television or other media without Kinisi Fits prior written approval and, thereafter, shall supply Kinisi Fit with a link to or recording of the footage.

4.7 With Kinisi Fit’s prior written approval, the Instructor may conduct Programme classes or events in connection with fund raising activities for charitable causes but shall be responsible for complying with all applicable laws in connection therewith. Furthermore, with Kinisi Fit Ltd prior approval on each occasion, the Instructor may conduct Programme classes at trade shows and events. An approval request must be submitted fourteen days in advance through email. Whenever the Instructor participates in or conducts such trade shows or classes, the Instructor’s name and any official Kinisi Fit branding and promotional materials must be used and listed in any promotional materials for such trade show or class. The Instructor must be an active Kinisi Flow member at the time of the trade show or class to conduct or participate in it and can only advertise him/herself as a Kinisi Flow instructor unless he/she have been approved as an official master trainer by Kinisi Fit.

4.8 The Instructor shall not make or distribute or allowed to be made or distributed any recording of a Programme class or session, or any part thereof, without Kinisi Fit’s written consent. If such consent is given, the Instructor shall be responsible for obtaining the appropriate consents and waivers from anyone who appears in the recording.

4.9 The Instructor shall promptly relay to Kinisi Fit any query or complaint concerning the Programme which it receives.

Kinisi Fit shall give the Instructor 30 days’ written notice of any changes or updates to the Programme or the Programme Materials. After the expiry of that 30 day period the Instructor shall use the amended form only. The Parties may agree on the provision of additional training to the Instructor to facilitate this.

6.1 Either Party may, before the end of the Term, terminate this Agreement on 30 days’ written notice.

6.2 Kinisi Fit may immediately terminate this Agreement on written notice if (i) the Instructor breaches this Agreement and such breach (if capable of remedy) has not been remedied within 30 days of a request that it be remedied; or (ii) as a result of any action or conduct by the Instructor that Kinisi Fit deems detrimental to the Kinisi Fit business or brand or the goodwill associated therewith; or (iii) the Instructor becomes insolvent, or if an order or resolution is made for its winding up (other than voluntarily or for the purposes of solvent reconstruction or amalgamation), or if an administrator, administrative receiver or receiver is appointed over all or any part of the Instructor’s assets or business, or if the Instructor makes any composition with its creditors, takes any similar or analogous action in consequence of debt or otherwise ceases to trade or do business. Upon termination under this clause 6.2, any Fee paid but not used will not be returned to the Instructor.

6.3 Upon termination or expiry of this Agreement, the Instructor must immediately (i) discontinue use of the Programme Materials and cease advertising for and providing Programme classes or sessions. Thereafter, in promoting or supplying any other exercise or fitness classes or sessions, the Instructor shall use no element of the Programme or the Programme Materials. 

The Instructor must promptly notify Kinisi Fit in writing of any unauthorized use of any Programme Materials or holding of Programme sessions or classes, or of any allegation that use of any Programme Material infringes any third party rights. Kinisi Fit has the sole right and discretion to take action required as a result, including bringing action involving the Programme Materials and retaining the proceeds of any settlement or recovery in such action but the Instructor shall supply reasonable assistance and cooperation in connection therewith.

8. Law and jurisdiction. 

This Agreement shall be governed by and construed in all respects in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts in respect of any dispute or claim arising out of or relating to this Agreement provided that Kinisi Fit may apply for an injunction and other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction.

9. Modifications to Agreement. 

The Instructor acknowledges that it has read and understands this Agreement in its entirety and that this Agreement may be modified at Kinisi Fit’s discretion on 30 days’ written notice. Changes requested by the Instructor may not be implemented without Kinisi Fit’s written agreement.

The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties. The Instructor has no authority to make or accept any offers or representations on behalf of Kinisi Fit or to act for or bind Kinisi Fit in any manner. Instructor must not make statements or take actions that may contradict the relationship set forth herein and shall give no warranties regarding the Programme beyond those authorised in writing by Kinisi Fit

11.1 The Programme may not be safe or appropriate for everyone. Any information Kinisi Fit Ltd may provide to the Instructor in connection with it regarding health and Fitness is guidance only and is no substitute for medical advice. Accordingly, the Instructor should seek medical advice before providing the Programme, or if the Instructor experiences any medical symptoms as a result of providing the Programme. The Instructor must pass this caveat and advice on to all Programme attendees. 

11.2 Subject to clause 11.5, Kinisi Fit assumes no responsibility for any consequence relating directly or indirectly from any action or inaction of the Instructor based on the Programme Materials and other information provided by Kinisi Fit. While Kinisi Fit endeavours to provide complete, up-to-date and accurate information concerning the Programme, subject to clause 11.5, Kinisi Fit shall be in no manner liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Subject to clause 11.5, the Instructor indemnifies and holds harmless Kinisi Fit against loss, liability, damages, costs and expenses arising out of or in connection with the Instructor’s provision of the Programme including, without limitation, if the Instructor is injured providing or any attendee is injured attending the Programme or doing Programme exercises outside a Programme session or class. 

11.3 Subject to clause 11.5, Kinisi Fit’s entire liability arising out of or in connection with this Agreement, whether in tort, breach of contract, negligence, breach of statutory duty or otherwise is limited to an amount equal to the total Fees instalments paid it in the 12 months before the date on which such liability allegedly arises.

11.4 The Programme if adhered to correctly and regularly should increase the user’s health and fitness but Kinisi Fit gives no guarantee that any user will experience any improvements as they are largely dependent on overall health and lifestyle, commitment and other factors. Furthermore, Kinisi Fit makes no representations or warranties, express or implied, regarding the Programme or the Programme Materials, including warranties of fitness for purpose, merchantability or non-infringement. In particular but without limitation, Kinisi Fit gives no warranty that using the Programme will produce any improvement in health or Fitness and the Instructor shall make no such assurances to Programme attendees or other parties. Under no circumstances, subject to clause 11.5, will Kinisi Fit be liable to the Instructor or any other person for any indirect, special, indirect or consequential losses or damages of any nature arising out of or in connection with this Agreement, including damages for lost profits, revenue or business, loss under current or future contracts, loss of goodwill or administrative loss, even if Kinisi Fit has been advised of or should have known of the possibility of such damages. 

11.5 With regard to attending the Workshop and subsequently holding Programme classes, the Instructor agrees to be bound by the waiver in clause 15 below.

11.6 Nothing in this Agreement should be construed as limiting or excluding liability for fraud, death or personal injury caused by negligence or in any manner precluded by law.

The Instructor agrees to indemnify, defend and hold harmless Kinisi Fit from any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of or in connection with any (i) criminal and/or negligent acts of the Instructor; (ii) breach by the Instructor of this Agreement; or (ii) other act or omission of the Instructor.

13. Notices. 

Any notice, request, demand or other communication given hereunder may be given to a Party at the email addresses set forth below and shall be deemed received one business day after transmission:

Kinisi Fit: Kinisi Fit Ltd at kinisifit@gmail.com or kinisiflow@gmail.com

Instructor: As notified to Kinisi Fit at the time of subscription

Either Party may update its contact details by email.

Kinisi Fit’s failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. 

For and in consideration of Kinisi Fit permitting the Instructor to enrol and participate in any of the activities, programming and contained in or contemplated by the Programme, the Instructor hereby voluntarily indemnifies, releases from liability, and holds harmless Kinisi Fit, its officers, employees, agents and contractors and owners or controllers of the facility at which the Workshop or any Programme class is held for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by the Instructor or any other person arising or resulting directly or indirectly from the Instructor’s participation in the Workshop or any Programme class. 

If the Instructor is injured in the course of the Workshop or any Programme class, the Instructor agrees to assume any financial obligation, either through his/her personal health insurance, or through some other means, for any medical costs which he/she. Kinisi Fit no responsibility for any medical expenses, injury, or damage suffered by the Instructor in connection with the use of any facilities or services in connection with the Workshop. 

THE INSTRUCTOR ACCORDINGLY EXPRESSLY ASSUMES ALL RISK OF PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE UPON HIM/HERSELF, TO THE EXCLUSION OF KINISI FIT, AND EXEMPTS AND RELIEVES KINISI FIT LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE OR WRONGFUL DEATH ARISING FROM THE WORKSHOP OR PROVISION OF THE PROGRAMME. 

The Instructor further agrees that the Instructor, his/her spouse, assignees, heirs, guardians, and legal representatives will not make any claim against, sue or attach blame to Kinisi Fit for any loss or damage resulting from the Instructor’s participation in the Workshop or the Programme. 

THE INSTRUCTOR IS AWARE OF THE POTENTIAL DANGERS INCIDENTAL TO ENGAGING IN THE FITNESS ACTIVITIES CONTEMPLATED BY THE WORKSHOP AND THE PROGRAMME IN THE INSTRUCTOR TRAINING/SESSIONS AND AGREES THAT THIS CLAUSE 15 COMPRISES A RELEASE OF KINISI FIT’S LIABILITY AND A WAIVER OF THE INSTRUCTOR’S LEGAL RIGHT TO COLLECT DAMAGES IN THE EVENT OF INJURY, DEATH OR PROPERTY DAMAGE ARISING FROM THE WORKSHOP OR THE PROGRAMME. 

The Instructor furthermore voluntarily indemnifies, releases from liability, and holds harmless Kinisi Fit, its officers, employees, agents, other instructors and contractors for any claims of negligent instruction that may arise from the Instructor teaching, holding or hosting a Workshop or Programme class.