Memberhip Agreement

This Membership Agreement (“Agreement”) is entered into between FLY GIRL, LLC (“FLY GIRL”), and you (“Member”), and is effective as of Member’s date of enrollment in the FLY FAM Member Community (“New Member Effective Date”), or on 1/1/2020 if Member was a FLY FAM Member before that date. FLY GIRL and Member are referred to singularly as a “Party” and collectively as the “Parties.”

FLY GIRL owns the FLY GIRL/officialflygirl.com IP (as that term is defined below) and uses the FLY GIRL IP in connection with educational services in the field of dance, fitness, and dance-fitness (“Services”). Member has completed an official FLY University training and desires to become a FLY FAM member and make use of the FLY GIRL IP. FLY GIRL membership is open only to individuals; a business, organization, company or other entity, including a gym, cannot be a FLY FAM member.

In consideration of the foregoing, the mutual promises set forth below, and Member’s subscription to the FLY FAM community, the Parties agree as follows:

1.Moral Obligation. Members are expected to adhere to behavioral guidelines that positively and contribute to the Fly Fam Community.  Honesty, respect, and abilities to adjust and compromise in fairness are expected of all members.

2. FEE. Member must pay FLY GIRL a subscription fee in an amount to be set by FLY GIRL (“Fee”), each and every month, or yearly, during the Initial Term and Term. The Fee is subject to change at FLY GIRL’s discretion. FLY GIRL 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). Member agrees to accept notice of any changes by way of the changes posted on officialflygirl.com. Member’s failure to make timely payments due hereunder is a material breach permitting FLY GIRL to terminate this Agreement.

3. Third Party Use of FLY GIRL Materials. This Agreement is between the Parties, regardless of whether the Fee is paid by Member or a third party. All FLY GIRL materials distributed to Member are the property of FLY GIRL and Member. Any other use or distribution of such materials is prohibited, including the use of such materials by a party who pays Member’s Fee. Notwithstanding the foregoing, gyms and other facilities hosting Member’s FLY GIRL classes or approved events may use marketing materials made available to such parties by FLY GIRL.

3.1. FLY GIRL Training Materials. Member must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any FLY GIRL training materials, such as training manuals, data, videos, music, or merchandise. In the event of termination or cancellation of this Agreement, Member must retain Member’s FLY GIRL materials, destroy them or return them to FLY GIRL.

3.2 FLY GIRL Marketing Materials– Fly Girl Marketing materials are intended solely for the purpose of advertising and/or promoting member’s FLY GIRL classes. Logos, symbols, and FLY GIRL icons may not be altered in anyway. Please use the marketing materials provided on the officialflygirl.com site.

4. Restricted use of Marks. Do not change or alter the FLY GIRL logo(s)

4.1 Class Description– Members must only use the following terms when describing or promoting a Fly Girl class: Fly Girl, Fly Girl class, or for special events Fly Girl House Party. Member cannot alter, change or add additional terminology to describe a Fly Girl Class. For example, member must NOT use the terms workshop, Master Class, Fly Girl Dance, Fly Girl Dance Fitness or any other terms except for those listed above.

4.2 Business/Trade names: Member cannot use FLY GIRL for business, facilities or trade names.

5. Merchandise. Member must not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, or promotional items, bearing the FLY GIRL logo or any names, designs or logos similar to the Marks. Notwithstanding the foregoing, Member may modify or repurpose official FLY GIRL products for Member’s personal use. Modification and repurposing includes, for example, cutting or altering an official FLY GIRL product from its intended use and form into a different use or form. Member must not offer for sale, sell, or distribute modified or repurposed FLY GIRL products.

6. Termination. FLY GIRL may immediately terminate this Agreement and Member’s FLY GIRL membership at any time, with or without cause, by giving Member written notice. Upon termination without cause, any Fee paid but not used will be returned to Member.

6.1. For Cause. FLY GIRL has the right to terminate this Agreement upon written notice in the event Member breaches this Agreement or as a result of any action or conduct by Member that FLY GIRL deems detrimental to the FLY GIRL IP, the FLY GIRL brand or the goodwill associated therewith. FLY GIRL may, in its discretion, provide Member with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Member.

6.2. Effect of Termination. Upon termination, Member must immediately (i) discontinue use of the FLY GIRL IP, including in any websites or email addresses used by Member; (ii) comply with this Agreement concerning FLY GIRL materials; and (iii) transfer all domain names incorporating the Marks to FLY GIRL. All rights in the FLY GIRL IP and the goodwill associated therewith remain the exclusive property of FLY GIRL.

7. CANCELLATION by Member. Member may cancel this Agreement at any time after the Initial Term subject to the terms, conditions and processes set forth by FLY GIRL. If Member cancels this Agreement prior to the expiration of the Initial Term, Member must pay a termination fee in an amount set by FLY GIRL. FLY GIRL’s “Cancellation” policy can be found on officialflygirl.com/cancellationpolicy

8. Third-Party Infringement. Member must promptly notify FLY GIRL of any unauthorized use of the FLY GIRL IP by a third party for which Member becomes aware. FLY GIRL has the sole right and discretion to take action, including bringing action involving the FLY GIRL IP and retaining the proceeds of any settlement or recovery in such action. Member agrees to cooperate with FLY GIRL in enforcing and protecting the FLY GIRL IP.

9. Interpretation & Enforcement. This Agreement will be construed in accordance with the laws of the U.S. and the State of California. Any legal action arising from or relating to this Agreement must be brought in a state or federal court located in Los Angeles, California. 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 Member’s country of residence.

10. Acceptance of and Modifications to Agreement. Payment of the Fee pursuant to this Agreement and/or completing the click-through process required to accept this Agreement shall be effective as an original signature and constitutes Member’s acceptance to the terms hereof. Member acknowledges that he/she has read and understands this Agreement in its entirety and that this Agreement may be modified at FLY GIRL’s discretion. Such changes may be effected by FLY GIRL’s posting of a change notice or new agreement on officialflygirl.com Such modified terms are deemed incorporated herein and made part hereof. FLY GIRL will make commercially reasonable efforts to notify Member of all modifications prior to implementation. The enforceability of such changes is not contingent upon actual notification, provided that FLY GIRL has posted the changes on officialflygirl.com. In the event Member does not agree to abide by the terms of the Agreement, as modified, Member’s sole remedy is to terminate this Agreement. Member must monitor officialflygirl.com for changes to this Agreement.

11. Parties’ Relationship. 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, nor shall FLY GIRL be deemed to be acting in a fiduciary capacity with respect to Member. Member has no authority to make or accept any offers or representations on behalf of FLY GIRL or to act for or bind FLY GIRL in any manner. Member must not make statements or take actions that may contradict the relationship set forth herein or confuse or mislead any person regarding the nature of the Parties’ relationship.

12. Disclaimer & Limitation of Liability. FLY GIRL makes no representations or warranties, express or implied, with respect to FLY GIRL, the FLY GIRL Services, or any FLY GIRL-related 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 FLY GIRL LLC or the FLY GIRL Related Parties be liable to Member 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 FLY GIRL has been advised of or should have known of the possibility of such damages. FLY GIRL makes no representation that the operation of FLY GIRL’s website(s) will be uninterrupted or error-free. FLY GIRL is not liable for the consequences of any interruptions or errors, although FLY GIRL will make commercially reasonable efforts to correct errors or interruptions. In no event will FLY GIRL be liable for any damages in excess of the Fees paid by Member during the six-month period preceding the date on which a claim arises.

13. Indemnification. Member agrees to indemnify, defend and hold harmless FLY GIRL LLC and the FLY GIRL Related Parties from any and all losses, liabilities, damages and expenses (including 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 any (i) criminal and/or negligent acts of Member; (ii) breach by Member of this Agreement; or (ii) other act or omission of Member.

14. Nature of Services. FLY GIRL classes or events may not be safe or appropriate for everyone. Any information FLY GIRL may provide to Member through a FLY GIRL training, in FLY GIRL materials, or on FLY GIRL’s website(s) regarding health and fitness is intended solely as educational aids and are not substitutes for medical advice. Member is encouraged to seek medical advice before providing the Services, or if Member experiences any medical condition affecting Member’s ability to provide the Services. Member must ensure that he/she complies with all applicable laws, regulations and ordinances governing the instruction of children in the country, state and locality where Member teaches. FLY GIRL LLC and FLY GIRL Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Member based on the information, services, or other material provided by FLY GIRL. While FLY GIRL strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, FLY GIRL LLC and the FLY GIRL Related 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. Member releases from liability, and holds harmless FLY GIRL LLC and the FLY GIRL Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Member’s provision of the Services. If Member is injured providing the Services, Member assumes any financial obligations for any medical costs Member may incur. FLY GIRL assumes no responsibility for any medical expenses, injury, or damages suffered by Member, or Member’s students, in connection with the provision of the Services.

15. Notices. Any notice, request, demand or other communication given hereunder may be given to a Party at the addresses set forth below. Any notice or request hereunder must be given by registered or certified mail, return receipt requested; courier; or, e-mail.

FLY GIRL, LLC, [PO BOX 14552 LOS ANGELES CA 91409] E-mail: INFO@OFFICIALFLYGIRL.COM

16. No Waiver & Reservation of Rights. FLY GIRL’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. FLY GIRL reserves all rights not granted herein.

I AGREE