1) TERMS AND CONDITIONS FOR THE USE OF THE ANTIGRAVITY® WEBSITE
2) INSTRUCTOR TRAINER AGREEMENT INCLUDING A NON-COMPETITION AND CONFIDENTIALITY PROVISION.
TERMS AND CONDITIONS FOR THE USE OF THE ANTIGRAVITY® WEBSITE
1. THE TRADEMARK ANTIGRAVITY® AND STAR DEVICE USED IN THE SITE ARE OWNED BY ANTIGRAVITY, INC. YOU MAY NOT USE THE TRADEMARKS DISPLAYED ON THIS SITE, OR ANY OTHER CONTENT ON THE SITE, EXCEPT AS PROVIDED IN THESE TERMS AND CONDITIONS. ANY OTHER USE IS STRICTLY PROHIBITED AND ANTIGRAVITY® WILL TAKE ALL NECESSARY ACTION TO ENFORCE ITS RIGHTS.
2. YOU SHOULD ASSUME THAT EVERYTHING YOU SEE OR READ ON THIS SITE IS COPYRIGHTED AND MAY NOT BE USED EXCEPT AS PROVIDED IN THESE TERMS AND CONDITIONS. YOU MAY DOWNLOAD ONE COPY OF THE CONTENTS OF THE SITE TO ONE COMPUTER FOR YOUR PERSONAL AND NON-COMMERCIAL HOME USE PROVIDED YOU DO NOT CHANGE ANY COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY NOTICE. IF YOU MODIFY OR USE THE MATERIALS FOR ANY OTHER PURPOSE, YOU WILL BE VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF ANTIGRAVITY®, WHICH IT VIGOROUSLY PROTECTS.
3. THE SITE PROVIDES YOU AN OPPORTUNITY TO COMMUNICATE WITH US. PLEASE BE AWARE THAT ANY COMMUNICATION, WHETHER IT BE SUGGESTIONS, IDEAS, GRAPHICS, OR OTHER MATERIAL, TO ANTIGRAVITY® THROUGH THE SITE OR OTHERWISE WILL BE TREATED AS NON-CONFIDENTIAL AND NON-PROPRIETARY. ANYTHING YOU SUBMIT, TRANSMIT, OR POST BECOMES THE PROPERTY OF ANTIGRAVITY, INC., OR ITS AFFILIATES (HEREINAFTER “ANTIGRAVITY®”) AND ANTIGRAVITY IS FREE TO USE, WITHOUT BEING LIMITED THERETO, ANY IDEAS, CONCEPTS, SUGGESTIONS, GRAPHICS, PHOTOGRAPHY, OR KNOW-HOW CONTAINED IN ANY COMMUNICATION FOR ANY PURPOSE WHATSOEVER, WHETHER COMMERCIAL OR NON-COMMERCIAL, WITHOUT PAYMENT OF ANY COMPENSATION TO YOU.
4. ANTIGRAVITY® HAS USED REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THE SITE; HOWEVER, IT MAKES NO WARRANTIES OR REPRESENTATION AS TO THE ACCURACY OF ITS CONTENTS. ANTIGRAVITY® DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THE SITE.
5. THIS ANTIGRAVITY® SITE AND ALL CONTENT, INCLUDED OR AVAILABLE THEREIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. THE CONTENT IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY AND ACCURACY (ALL OF WHICH ARE DISCLAIMED). ANTIGRAVITY® DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE ANTIGRAVITY® SITE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY CONTENT IS ACCURATE OR CORRECT. YOUR USE OF THIS ANTIGRAVITY® SITE IS SOLELY AT YOUR OWN RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSIONS OF CERTAIN WARRANTIES SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCE SHALL ANTIGRAVITY®, ITS PARENT, SUBSIDIARIES, OR AFFILIATES AND EACH OF THE FOREGOING DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, COUNSEL, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES OR INJURY WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL THAT RESULTS FROM THE USE OF OR INABILITY TO USE THIS ANTIGRAVITY® SITE OR ANY PORTION THEREOF INCLUDING, WITHOUT BEING LIMITED THERETO, ANY OFFERING THAT MAY BE MADE THEREIN. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ANTIGRAVITY® HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. THE TOTAL LIABILITY OF ANTIGRAVITY® TO YOU FOR ALL LOSSES, DAMAGES AND CAUSES OF ACTION (IN CONTRACT, TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, OR OTHERWISE) WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO ACCESS THE ANTIGRAVITY® SITE. YOU MAY BRING NO CLAIM AGAINST ANTIGRAVITY® MORE THAN ONE (1) YEAR AFTER THE ACTION AROSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES THE LIABILITY OF ANTIGRAVITY® IN SUCH JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMIT BY THE LAW THEREUNDER.
6. ANTIGRAVITY® MAKES NO REPRESENTATION ABOUT ANY OTHER SITE THAT YOU MAY ACCESS THROUGH ITS SITE AND IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY OTHER SITE. UNLESS EXPRESSLY STATED, ANTIGRAVITY® DOES NOT ENDORSE ANY PRODUCTS OR SERVICES OFFERED BY ANY COMPANY OR PERSON LINKED TO ITS SITE. YOU MAY NOT CREATE A LINK TO THE ANTIGRAVITY® SITE WITHOUT FIRST OBTAINING ITS WRITTEN PERMISSION.
7. YOU ARE PROHIBITED FROM POSTING OR TRANSMITTING ANY UNLAWFUL, THREATENING, LIBELOUS, DEFAMATORY, OBSCENE, SCANDALOUS, INFLAMMATORY, PORNOGRAPHIC, OR PROFANE MATERIAL OR ANY MATERIAL THAT COULD CONSTITUTE OR ENCOURAGE CONDUCT THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY, OR OTHERWISE VIOLATE ANY LAWS. ANTIGRAVITY® WILL FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDER REQUESTING OR DIRECTING IT TO DISCLOSE THE IDENTITY OF ANYONE POSTING ANY SUCH INFORMATION OR MATERIALS.
8. ANY FAILURE BY ANTIGRAVITY® TO ENFORCE ANY OF ITS RIGHT UNDER THESE TERMS AND CONDITION OR UNDER APPLICABLE LAW SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHTS. IF ANY PROVISION OF THE TERMS AND CONDITIONS SHALL BE DEEMED UNLAWFUL BY A COURT OF COMPETENT JURISDICTION, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERED FROM THESE TERMS AND CONDITIONS AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS HEREUNDER. THESE TERMS AND CONDITIONS CONTAIN THE ENTIRE AGREEMENT BETWEEN YOU AND ANTIGRAVITY® RELATING TO YOUR USE OF THE ANTIGRAVITY® WEB SITE.
9. ANTIGRAVITY® MAY, AT ANY TIME, REVISE THESE TERMS AND CONDITIONS BY UPDATING THIS POSTING. YOU ARE BOUND BY ANY SUCH REVISIONS AND SHOULD THEREFORE PERIODICALLY VISIT THIS PAGE TO REVIEW THE THEN CURRENT TERMS AND CONDITIONS.
INSTRUCTOR TRAINER AGREEMENT INCLUDING A NON-COMPETITION AND CONFIDENTIALITY PROVISION.
1. Purpose. To protect the integrity and proprietary nature of the AntiGravity Fitness Systems. Only individuals who meet AntiGravity’s standards may offer and teach AntiGravity Fitness Programs.
2. Certification. In connection with the training described above, AntiGravity has allowed you access or may allow you access to instructional, business, technical or other informational materials and/or ideas (‘Proprietary Information’), which include without limitation anything you learn or discover as a result of exposure to or analysis of any Proprietary Information). AntiGravity agrees to provide Instructor with instruction in the AntiGravity Fitness Programs for purposes of becoming a Certified AntiGravity Instructor (‘CAGI’). The training course will teach Instructor how to properly teach AntiGravity Fitness Programs in accordance with AntiGravity’s standards and procedures. Following successful completion of the training course, Instructor will receive ‘certification’ indicating his or her competence and qualification to teach certain AntiGravity Fitness Programs. AntiGravity will be the sole arbiter of whether Instructor successfully completed the training course and Instructor hereby acknowledges and agrees to the subjective nature of this determination. Instructor understands that the training program does not include instruction on business operations, management, marketing or similar matters.
3. Term of Certification. Certification as an AntiGravity Fitness instructor shall be for a period of one (1) year, beginning on the date of issuance of Instructor’s certification (the ‘Certification Period’). To maintain Instructor’s Certification, Instructor must maintain accurate contact information on AntiGravity’s website, maintain mental and financial health and maintain membership to AntiGravity’s Digital Academy (‘AGDA’). You will ensure the security of any accounts, passwords and methods you use to store any Proprietary Information and ensure that no other person has or obtains access thereto. Instructor will be listed on AntiGravity’s website as a CAGI throughout the Certification Period.
4. Restrictions. Instructor agrees that he or she may teach AntiGravity Fitness classes only during such times that he or she holds an active AntiGravity Fitness certification. Instructor may only offer AntiGravity Fitness programs for which Instructor is certified. Instructor recognizes that AntiGravity Fitness can be dangerous if not taught using specific equipment that meets AntiGravity’s standards and specifications or if taught from an unsuitable location. If Instructor teaches AntiGravity Fitness at a facility that is not licensed by AntiGravity, Instructor must: (i) ensure that the facility is suitable for AntiGravity Fitness based on AntiGravity’s then-current minimum standards and specifications for studios offering AntiGravity Fitness; (ii) ensure that only authentic AntiGravity Hammocks purchased from AntiGravity or its approved suppliers are used at the location; and (v) ensure that the AntiGravity Hammocks are installed and rigged in accordance with AntiGravity’s then-current standards and specifications. Instructor agrees that he or she will teach AntiGravity Fitness only in strict accordance with AntiGravity’s teaching instructions, policies and procedures (the ‘Teaching Standards’). In order to maintain safety standards, Instructor will not deviate in any manner from the Teaching protocols as defined in the Instructor Manual, and periodically updated on AGDA. Instructor understands that in certain territories, AntiGravity’s business is operated and managed by a licensed third party. Instructor shall always comply with local rules governing how AntiGravity is delivered. It is Instructor’s responsibility to check with headquarters when acting as a CAGI in any new territory.
5. Marks. During the Certification Period, Instructor shall have the right and license to use the AntiGravity trademarks, service marks, and/or other commercial symbols associated with AntiGravity Fitness (the ‘Marks’). Instructor’s right to use the Marks shall be limited to a license to: (i) inform the public that Instructor is a CAGI (but only with respect to the specific programs for which Instructor is certified); and (ii) market and promote AntiGravity Fitness classes conducted by Instructor. Instructor shall utilize the Marks in strict compliance with AntiGravity’s trademark and branding guidelines, as amended from time to time. All advertising and marketing that references any of the Marks (including any website or online marketing) must be factual. AntiGravity reserves the right to disallow any use of its marks if, in its sole discretion, it feels that the marks are being used incorrectly or in a way that is inconsistent with its brand image. Instructor agrees to comply with AntiGravity’s social media policy, as amended from time to time on AGDA. Instructor may not register or attempt to register any trademark, service mark or logo that is confusing similar to any of the Marks. Instructor may not acquire or utilize any domain name (URL) that includes ‘AntiGravity’ or any similar variation or derivative of ‘AntiGravity.’ To be clear: Instructor may only name a class ‘AntiGravity’, if the class is taught on AntiGravity apparatus and if the class follows the curriculum for which the Instructor is certified.
6. Unfair Competition. Instructor agrees not to compete with AntiGravity during the Certification Period and for two years thereafter. If Instructor fails certification training, Instructor agrees not to compete with AntiGravity for two years after completion of training. For purposes of this section, Instructor will be deemed to unfairly compete with AntiGravity if he or she uses methodology, philosophies, nomenclature, sequences and other materials acquired during an AntiGravity training, to create a competing technique or business. Instructor may teach other forms of aerial yoga techniques, but may not use AntiGravity proprietary material to create his / her own technique, or aid someone else in doing so. The restriction on unfair competition applies in the United States; or if the court determines the United States too broad to be enforced, ‘Restricted Area’ means the area within a 15 mile radius from any licensed or franchised AntiGravity Fitness studio that is listed on AntiGravity’s website (whether now existing or subsequently opened, and including the gym or studio itself). Instructor acknowledges and agrees that: (i) the terms of this Agreement are reasonable both in time and in scope of geographic area; and (ii) Instructor has sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Agreement. Instructor hereby waives any right to challenge the terms of this Section as being overly broad, unreasonable or otherwise unenforceable.
7. Remedies and Miscellaneous Provisions. Instructor agrees that any violation or threatened violation of this Agreement may cause irreparable injury to AntiGravity, entitling AntiGravity to injunctive relief in addition to all other legal remedies. This Agreement shall bind and inure to the benefit of AntiGravity and Instructor and their successors and assigns. Instructor may not assign this Agreement without AntiGravity’s consent. This Agreement shall be governed by the laws of the State of New York, without reference to conflict of laws principles. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Each provision in this Agreement shall be considered severable. This Agreement may not be amended, nor any obligation waived, except by a writing signed by AntiGravity.