Monica Jimenez Ayala

January 16, 2019


SIX MONTH LIMITED STRONG BY ZUMBA® INSTRUCTOR LICENSE AGREEMENT
This Agreement is entered into between Zumba Fitness, LLC (“Zumba”), and you (“Instructor”), and is effective as of the
date shown on the front of this Certificate. Zumba and Instructor are referred to singularly as a “Party” and collectively as
the “Parties.”
Zumba owns the STRONG by Zumba® IP (as defined below) and uses the STRONG by Zumba® IP in connection with
educational services in the field of fitness (“Services”). Instructor has completed an official STRONG by Zumba® training
and desires to make use of the STRONG by Zumba® IP. In consideration of the foregoing and the mutual promises set
forth below, the Parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
1.1. Term. This Agreement shall continue in full force and effect for a period of six (6) months from the date on the front of
this Certificate, except that the Agreement may be terminated as provided for herein.
1.2. STRONG by Zumba® Marks. Means certain word trademarks and/or service marks owned by Zumba, including
STRONG by Zumba®, as well as certain trademarked logos.
1.3. STRONG by Zumba® Copyrights. Means certain original literary, dramatic, musical, artistic and other works within
the meaning of the U.S. Copyright Act and the Berne Convention used in association with the Marks. The STRONG by
Zumba Copyrights are valid, subsisting and in full force and effect.
1.4. STRONG by Zumba® IP. Means the STRONG by Zumba® Marks and STRONG by Zumba® Copyrights.
1.5. Zumba Parties. Means Zumba’s affiliates, subsidiaries, related companies, employees, directors, officers, agents,
vendors and suppliers.
2. Grant of License. Subject to the terms hereof, Zumba grants Instructor a limited, nonexclusive, nontransferable,
revocable license, without warranty to use the STRONG by Zumba® Marks to promote and teach Instructor’s STRONG
by Zumba® classes and approved events (“License”).
2.1. Territory. The License is not valid in any country to which the U.S. restricts trade or where exercising rights
hereunder would violate any law, regulation or ordinance.
2.2. No Rights to Use the Zumba® IP. With the exception of the STRONG by Zumba® IP, Instructor has no right to use
any other trademarks, service marks, logos, designs, copyrights, or other intellectual property rights owned by Zumba
including, but not limited to, the ZUMBA and ZUMBA FITNESS trademarks, service marks, and logos (the “Zumba® IP”),
unless Instructor is a Member in good standing of the Zumba Instructor Network (“ZIN™ Member”). Instructor agrees to
promptly comply with any instructions from Zumba, including the removal, deletion or withdrawal of any unauthorized use
of the Zumba® IP. Any unauthorized use of the Zumba® IP by Instructor can result in the immediate termination of this
Agreement or other remedies, whether in law or equity, in Zumba’s sole discretion.
2.3. Disparagement. Instructor cannot make any unsavory remarks or comments and/or create any materials or content
that Zumba determines, in its discretion, dilutes, disparages, or is detrimental to the STRONG by Zumba® IP, the
STRONG by Zumba® brand, the Zumba® brand or the goodwill associated therewith. Instructor agrees to promptly
comply with any instructions from Zumba, including the removal, deletion or withdrawal of such remarks, content or
materials.
2.4. Ownership of the STRONG by Zumba® IP. Zumba owns all right, title and interest in the STRONG by Zumba® IP
and Instructor must not take any action inconsistent with Zumba’s ownership thereof. Instructor’s use of the STRONG by
Zumba® IP inures to the sole benefit of and is on behalf of Zumba. In that regard, Zumba shall own all live performance
copyright rights in and to any STRONG by Zumba® classes or events taught by Instructor, including any copyright rights
in the filming, recording, streaming, uploading or reproduction of such classes or events. Nothing herein gives Instructor
any right, title or interest in the STRONG by Zumba® IP other than the right to use the STRONG by Zumba® IP as
permitted herein. Instructor must not contest Zumba’s ownership of the STRONG by Zumba® IP, the validity or
enforceability of the STRONG by Zumba® IP, or the validity of this Agreement. Instructor must not register or attempt to
register any trademark, service mark, logo, copyright, trade name or business name that incorporates the STRONG by
Zumba® Marks, or any derivations or components thereof (e.g., “Strong” or “Zumba”), nor can Instructor assist any party
in doing so. Instructor must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any STRONG by
Zumba® materials, including My First Class or its contents; training manuals; and STRONG by Zumba® DVDs and digital
content. Instructor must not play any STRONG by Zumba® DVDs or digital content as part of a class. In addition,
Instructor must not film, record, stream live video, create DVDs or reproduce in any manner STRONG by Zumba®
classes or any STRONG by Zumba® videos, digital content, CDs and/or DVDs. STRONG by Zumba® videos, digital
content, CDs and DVDs are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition,
distribution or use without Zumba’s prior approval is prohibited.
3. Proper Use of the STRONG by Zumba® Marks. Instructor has no rights to use the STRONG by Zumba IP® other than
as set forth herein. Instructor must use the STRONG by Zumba® Marks only in the form provided by Zumba, including
adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow Zumba’s brand use
guidelines; (iii) use the appropriate trademark symbol (® or ™) with each use of a STRONG by Zumba® Mark; (iv) follow
all instructions, requests and/or demands made by Zumba concerning Instructor’s use of the STRONG by Zumba® IP;
and (v) use best efforts to use the current versions of the STRONG by Zumba® Marks as provided by Zumba.
3.1. Under License Language. Instructor must use the following “used under license” language on all materials, printed or
electronic, which bear the STRONG by Zumba® Marks: STRONG by Zumba® and the STRONG by Zumba® logos are
trademarks of Zumba Fitness, LLC, used under license.
3.2. Quality Standards. The nature and quality of Instructor’s marketing and services using the STRONG by Zumba®
Marks must conform to the standards set by Zumba in the STRONG by Zumba® instructor training course and the
STRONG by Zumba® Instructor Training Manual; (ii) on strongbyzumba.com and/or zumba.com; (iii) in Zumba’s brand
use guidelines; and (iv) in this Agreement. Instructor must cooperate with Zumba in facilitating Zumba’s control over the
nature and quality of Instructor’s marketing and services, to permit observation of Instructor’s STRONG by Zumba®
classes or approved events, to promptly comply with all instructions from Zumba, and to supply Zumba with evidence
confirming compliance with this Agreement.
3.3. Quadrant, Warmup, Cooldown and Recharge. As set forth more fully in the STRONG by Zumba® Instructor Training
Manual, for safety and quality control reasons, Instructor must use the STRONG by Zumba® music and
choreography/movements provided by Zumba in all STRONG by Zumba® My First Class™ content and in subsequent
Quadrant content delivered to Instructor, if any, including the switch-outs (modifications and progressions), as
follows: Instructor may not use his/her own music and/or create his/her own choreography/movements for the Quadrant
portions of a STRONG by Zumba® class; and (ii) Instructor may use his/her own music and/or create his/her own
choreography for the Warmup, Cooldown and Recharge portions of a Strong by Zumba® class.
3.4. Compliance With Laws. Instructor must comply with all applicable laws, regulations and ordinances in the country,
state and locality in which Instructor teaches STRONG by Zumba® classes and approved events and obtain all
appropriate approvals pertaining to marketing, advertising, or providing Instructor’s services, including any fitness
educational or certification requirements.
3.5. Promotional Materials. Instructor may use the STRONG by Zumba® Marks on flyers, posters, schedules and other
printed materials whose sole purpose is to promote Instructor’s STRONG by Zumba® classes or approved events. Such
materials must include the “used under license” language.
4. Termination. Zumba may immediately terminate this Agreement at any time, with or without cause, by giving Instructor
written notice. Upon termination, Instructor must immediately discontinue use of the STRONG by Zumba® IP. All rights in
the STRONG by Zumba® IP and the goodwill associated therewith remain Zumba’s exclusive property.
5. Third-Party Infringement. Instructor must promptly notify Zumba (by emailing ip@zumba.com) of any unauthorized use
of the STRONG by Zumba® IP by a third party for which Instructor becomes aware. When reporting any unauthorized
use of the STRONG by Zumba® IP, Instructor must include the contact information for infringing party (name, address,
email address, telephone number, etc.), along with evidence of the infringing conduct (screen shots, photographs, links to
Internet websites, etc.), and any other pertinent information. Zumba has the sole right and discretion to take action,
including retaining the proceeds of any settlement or recovery in such action. Instructor agrees to cooperate with Zumba
in enforcing and protecting the STRONG by Zumba® IP.
6. Interpretation & Enforcement. This Agreement will be construed in accordance with the laws of the U.S. and the State
of Florida. Any legal action arising from or relating to this Agreement must be brought in a state or federal court located in
Broward County, Florida. The Parties waive any challenge to personal jurisdiction or venue in those courts. The
prevailing Party in any such action is entitled to recover its attorneys’ fees and costs. The Parties expressly waive the
right to a jury trial in any action relating to this Agreement. Any judgment by a court under this Section is fully enforceable
in Instructor’s country of residence.
7. Acceptance of Terms. Instructor’s participation in the STRONG by Zumba® training and acceptance of this Certificate
shall constitute Instructor’s acceptance of the terms hereof. Failure to accept and be able to produce this Certificate at
any point during the Term shall render the license granted hereunder void.
8. Disclaimer & Limitation of Liability. Zumba makes no representations or warranties, express or implied, with respect to
the Services, or any STRONG by Zumba® products, including warranties of fitness, merchantability or non-infringement.
Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will Zumba or
the Zumba Parties be liable to Instructor or 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 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 Zumba has been advised of or should have known of the possibility of such damages. Zumba makes no
representation that the operation of Zumba’s website(s) will be uninterrupted or error-free. Zumba is not liable for the
consequences of any interruptions or errors, although Zumba will make commercially reasonable efforts to correct errors
or interruptions.
9. Nature of the Services. STRONG by Zumba® classes and events may not be safe or appropriate for everyone. Any
information Zumba may provide to Instructor in the STRONG by Zumba® training, in STRONG by Zumba® materials, or
on Zumba’s website(s) regarding health and/or fitness is intended solely as educational aids and are not substitutes for
medical advice/counseling. Instructor is encouraged to seek medical advice before providing the Services, or if Instructor
experiences any medical condition affecting Instructor’s ability to provide the Services. Instructor must ensure that he/she
complies with all applicable laws, regulations and ordinances governing fitness instruction and educational requirements
in the country, state and locality where Instructor teaches. Zumba and the Zumba Parties assume no responsibility for
any consequence relating directly or indirectly from any action or inaction of Instructor based on the information, services,
or other material provided by Zumba. While Zumba strives to provide complete, up-to-date and accurate information on
its website(s) and in other materials, Zumba and the Zumba Parties do not guarantee, and will not be responsible or
liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Instructor
releases from liability, and holds harmless Zumba and the Zumba Parties for any accident, injury, illness, death, loss,
damage to person or property, or other consequences suffered by any person arising or resulting from Instructor’s
provision of the Services. If Instructor is injured providing the Services, Instructor assumes any financial obligations for
any medical costs Instructor may incur. Zumba assumes no responsibility for any medical expenses, injury, or damages
suffered by Instructor, or Instructor’s students, in connection with the provision of the Services.