GENERAL TERMS AND CONDITIONS CERTIFIED

These general terms and conditions (the “Agreement”) are a legally binding document issued by MAISON MUNZ Inc., a company incorporated under the laws of the State of Delaware whose head office is located 127 W 131st Street, New York NY 10027, United States, represented by its Chairman and founder, Mr. Alexandre MUNZ ("MAISON MUNZ").

The Agreement governs the relationship between MAISON MUNZ and a Coach, as such term is defined hereinafter. Any subscription for coaching by MAISON MUNZ is automatically subject to all the provisions of the Agreement and full acceptance by the Coach of all such provisions. The effective date of this Agreement is set forth in Article VI. In case of refusal of all or part of the Agreement, MAISON MUNZ recommends not to subscribe to any coaching session.

MAISON MUNZ and the Coach may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

 

 

RECITALS

 1. MAISON MUNZ exclusively owns the right to operate a proprietary coaching and body training methods called MUNZ FLOOR and MUNZ BARRE (formally known as “S.A.F.E.” SPINE ADVANCED FUNCTIONAL EMPOWERMENT), created and developed in 2004 by its chairman and founder, Mr. Alexandre MUNZ (the "Method").

The Method consists of tools used in the ar1s1c, sports and scien1fic fields. It is based on a new percep1on of the human body and its movements and was developed in connec1on with other disciplines such as psychomotricity, biomechanics, and neurosciences.

Ini1ally created as a self-healing method against pathologies and migraines, the Method has become a basic tool for corporal performance mee1ng the needs of various communi1es: dance professionals, high-performance athletes, circus performers, mar1al arts prac11oners, medical professionals, as well as the public, i.e., people who do not dance or prac1ce sports and elderly people, among others.

The Method is currently composed of four (4) separate training methods:

● MUNZ FLOOR,

● MUNZ BARRE,

● MUNZ RISE, and

● MUNZ MOVE.

MAISON MUNZ is accredited for preparing trainees for certification in the Method.

2. The MUNZ trademark (the “Trademark”) is subject to various trademark applica1ons and registra1ons, as GENERAL TERMS AND CONDITIONS CERTIFIED MUNZ METHOD COACH 1 listed in Appendix 1, and can only be used by licensees and holders of a valid wriden authoriza1on issued by MAISON MUNZ.

3. The coach is a teacher or specialist in the human body (sport coach, dance coach, physiotherapist, osteopath, chiropractor or other) and an independent prac11oner, who wishes to teach some of the exercises developed by the Method to their own trainees (the “Coach”).

4. The Parties have therefore approached each other and have agreed on the following terms and conditions under which the Coach may benefit from training by MAISON MUNZ based on the Method, and subsequently be authorized to teach the Method, as an independent service provider, and become a licensee under the Trademark for the Term defined hereinafter.

 

Article I – Purpose of the Agreement

Pursuant to the Agreement, MAISON MUNZ agrees to train the Coach in the exercises contained in the Method subscribed by the Coach on MAISON MUNZ’s website. Following this training, if satisfactorily completed – at MAISON MUNZ’s sole discretion, MAISON MUNZ will authorize the Coach to teach the Method individually, including by using the Trademark, under the following terms and conditions.

The Parties may agree on specific terms and conditions (such as training times, contractual territory, etc.), which will be subject to special terms and conditions separate to these general terms and conditions. In that case, the special terms and conditions will be subject to a wriden addendum to this Agreement. The Agreement comprises both the general terms and conditions and the special terms and conditions.

MAISON MUNZ expressly reserves the right to refuse to enter into the Agreement with the Coach if, after verification, it appears that the lader does not hold a valid yoga, dance, Pilates, Gyro tonic, sport, martial arts or a degree in the medical field. In such case, all the payments made by the Coach will be retained by MAISON MUNZ.

 

Article II – Training

MAISON MUNZ undertakes to provide the Coach with an initial training of seventy-two (72) hours or thirty-six (36) hours, based on the Method, to teach the Coach the various components of the Method selected by the Coach , with the objective of issuing an official certificate authorizing the Coach to personally teach the Method to third parties after the said Training.

The Training is compulsory and essential to transfer the components of the Method and check the Coach’s capabilities, both physical and psychological. It is necessary to deliver the above-mentioned certification and to authorize the use of the Trademark under the terms and conditions stipulated in Article IV (“Trademark license”) hereinafter. The dates and times of the Training will be agreed between the Parties in a separate document.

MAISON MUNZ reserves the right to terminate the Training early, in accordance with the stipulations of Ar1cle VII (“Termination”). If during or after the Training, and depending on the case, the Coach (i) has not acquired the essential key rudiments of the Method, (ii) is not in a condition to practice the Method or (iii) would incur certain risks in practicing the Method, they will not be awarded the certification, without entitlement to any recourse, refund or compensation. The Parties agree that MAISON MUNZ has sole authority to validate the 2 Training or not.

In such case, the Coach may request additional Training, based on a quote by MAISON MUNZ.

MAISON MUNZ may refuse to provide the additional Training requested by the Coach if it considers, at its own discretion, that the Coach does not hold the skills required to be proficient in the Method.

 

Article III – Teaching of the Method

3.1 Authorization to teach the Method

Subject to the express and essential condition that the Training described in Article II (“Training”) above is successful and finally results in the delivery of an official certification, MAISON MUNZ authorizes the Coach on a personal, revocable, limited and non-exclusive basis, to directly and personally use the Method’s exercises in which the Coach was trained, i.e., to reproduce and provide such exercises to the public in the scope of physical educa1on courses organized and conducted by the Coach as an independent service provider.

Such authorization is granted for a use of the exercises strictly reserved to teaching in courses conducted by the Coach and solely for the term of the Agreement, as set out in Ar1cle VI (“Term”).

To teach the Method, the Coach must have precise knowledge of the exercises and regularly practice them. Accordingly, the Coach shall begin teaching the Method within twelve (12) months at the latest after completing the Training. Failing this, MAISON MUNZ may refuse to renew the Agreement and/or request the Coach to repeat the Training to be authorized to teach the Method.

The Coach shall previously inform MAISON MUNZ of the places where their physical education courses are to take place on an occasional or regular basis. The Coach will keep MAISON MUNZ informed in the event of any change in the place(s) concerned. To help the Coach in their organization, MAISON MUNZ puts at their disposal via the BAND application a mobile planner in which they can enter the dates, times, and places of their courses. This planner gives MAISON MUNZ an overall view of the courses given and enables it to direct potential customers who contact it for information on the courses.

The Parties agree that the right to teach the Method does not entitle the people attending the Coach’s courses to teach the Method without having signed an agreement with MAISON MUNZ. The Coach must draw their students’ attention to this requirement.

The right to teach the Method does not imply any exclusivity. The Coach, who acts in any event as an independent service provider, is therefore entitled to teach any other methods or disciplines to their students during the term of the Agreement.

3.2 Compliance with the Method

In providing the training based on the Method, the Coach irrevocably undertakes to comply with the Method’s guidelines, especially in connection with the motor strategy structure of the exercises, the segmentation principle, the extremely slow pace, working in series and the cognitive approach through mental visualization.

In no event will the Coach be entitled to adjust and/or change the nature of the Method or to adapt the exercises of the Method in any way whatsoever, particularly by combining them with the movements or guidelines of other techniques (such as Pilates, Yoga or other).

The Coach further undertakes to acknowledge Mr. Alexandre Munz’s authorship of the Method, in accordance with the terms of Ar1cle IX (“Authorship, Reputa3on, Image”) hereinafter. The Coach undertakes to comply with the quality guidelines shown in Annex 2.

Should the Coach develop additional exercises or, more generally, modify the Method, all the rights pertaining to those exercises and/or modifications will be the exclusive property of MAISON MUNZ.

The Coach is required, in order to continue teaching the Method during the initial term of the Agreement and after any renewal, to attend at least 1 (one) group continuing education session organized by MAISON MUNZ (the "Masterclasses", also called "MUNZTERS ATELIERS") per contractual year. The Masterclasses are delivered through videoconference or in person, according to a schedule established by MAISON MUNZ.

The cost of the Masterclasses is included in the remuneration referred to in Article V ("Financial Conditions").

Participation in Masterclasses is essential for the Coach to refine his or her mastery of the Method, including its possible evolutions. The Masterclasses also allow MAISON MUNZ to verify that the Coach respects the components of the Method. The Coach agrees to comply with the advice and requests for correction that will be given by MAISON MUNZ during and after the Masterclasses, in order to allow him to tighten his margins of progress.

If MAISON MUNZ deems, in its discretion, that the Coach's practice has significant room for improvement, the Coach will be required to provide MAISON MUNZ with a video of the teachings that he/she provides to his/her students, as follows:

- 1 (one) video of a public open class with 3 (three) exercises, i.e. their demonstration by the Coach and their teaching to the participants. One side of the exercise is enough, only the first side taught at the beginning of each exercise (right or left depending on where the Coach decides to start the exercise).

Said videos will be sent by e-mail or, depending on their size, through a sending service such as WeTransfer.

After analyzing said video, MAISON MUNZ may ask the Coach to participate in one or more other Masterclasses in order to rectify any errors found. It is understood that MAISON MUNZ may ask the Coach to send other videos as described above, as long as the Coach does not master the Method perfectly.

Should MAISON MUNZ discover that the Coach has not strictly complied, in whatever manner, with the components of the Method and/or with any of their undertakings under this Agreement, particularly with respect to the quality guidelines set out in Annex 2, this Agreement may be immediately and automatically terminated in accordance with the provisions of Article VII (“Termination”), without any entitlement to compensation for the Coach, who would thus lose the right to teach the Method and use the Trademark.

 

Article IV – Trademark license

Subject to compliance with the s1pula1ons of the Agreement and, in particular, to payment of the Fee provided for in Article V (“Financial terms and condi3ons”) hereinafter, MAISON MUNZ authorizes the Coach to use, on a personal, non-exclusive basis, the Trademark described in Annex 1 (the “License”).

The License only concerns the wordmark. In no event does the Coach hold the right to use the graphic aspects of the Trademark (logos). The Trademark must always be associated with the ® sign indicating that it is a registered trademark. Accordingly, the names associated with the Trademark must systematically be displayed as follows, in capitals, whatever the media concerned: MUNZ FLOOR, MUNZ BARRE, MUNZ RISE et MUNZ MOVE. The name “MAISON MUNZ” must also be systematically written in capitals

The License is solely granted for use as a trademark to teach the Method, to inform the public of the characteristics of the Method, and to promote the courses given in connection with the Method.

The Coach acknowledges and accepts that they do not, in any event, hold the right to use the Trademark for any other purpose whatsoever. All rights not expressly granted are reserved. Any use of the Trademark otherwise than as strictly stipulated in the License may give rise to legal action.

The License is granted solely for the term of the Agreement stipulated in Article VI (“Term”).

The Par1es expressly agree that, in the same way as the authorization is granted intuitu personae in consideration of the Coach as a person and their capabilities to practice and teach the Method, the License is strictly personal and the Coach may not in any event assign the benefit thereof to any third party.

The Coach acknowledges the validity of the Trademark and the ownership rights of MAISON MUNZ over the Trademark. They undertake to refrain from challenging such validity and ownership rights, including after termination of the Agreement. The Coach undertakes to refrain from registering any trademark or other intellectual property right or trade name liable to infringe the Trademark. The Coach further undertakes not to register or seek to register words or terms that MAISON MUNZ may, in its discretion, deem to be confusingly similar to the Trademark, or allow third parties to do so.

All use of the Trademark by the Coach will inure to the benefit of MAISON MUNZ. The Coach agrees to assist MAISON MUNZ in filing this Agreement with any appropriate government authorities.

The Coach agrees that the nature and quality of the services provided, and the advertising conducted by the Coach in connection with the Trademark, will be subject to regular inspection by MAISON MUNZ. Accordingly, the Coach agrees to (a) provide samples of their use of the Trademark to MAISON MUNZ upon request; (b) to cooperate with MAISON MUNZ to facilitate the inspections implemented by the latter; and (c) to permit reasonable inspection of the premises used by the Coach, as indicated in Article XI ("External Communication"). MAISON MUNZ may validly request the Coach to change the way in which they use the Trademark, so as to comply with MAISON MUNZ’s quality standards.

 

Article V – Financial terms and conditions

The Coach irrevocably undertakes to pay MAISON MUNZ the fees set at the 1me of their subscription, further to the applicable price lists, which include both the cost of the Training and the price of the License. The price of the License is offered free of charge for the first year (Ini1al Training period). The price of the License is set for a period of twelve (12) months as from subscription.

The fees can be paid in one installment or based on a payment schedule to be agreed between the Parties (subject to the Coach providing their bank card information to MAISON MUNZ). In any event, the Fees are due for payment upon receipt of the invoices issued by MAISON MUNZ with a grace period of up to thirty (30) days after the invoice receipt.

Failing timely payment, the sums due will bear interest at five percent (5%) per month of delay, without prejudice to MAISON MUNZ’s entitlement to suspend or terminate the Agreement in accordance with the provisions of Article VII (“Termination”) and to claim damages for any loss incurred. No discount is offered in case of early payment.

The cost of the Training (for additional hours of Training) and the royalties under the License may be reviewed by MAISON MUNZ at any time during the term of the Agreement. The new amount of royalties under the License will apply as from renewal of the Agreement. On an exceptional basis, in the event the Coach wishes to order additional hours of Training during the term of the Agreement, they undertake to pay the price to MAISON MUNZ at the then applicable rate.

The Coach, acting in their capacity as an independent professional for the purposes of their business, has no right of withdrawal. The cancellation policy is attached in Annex 4.

 

Article VI – Term

The Agreement takes effect on the date of validation by MAISON MUNZ of the Coach’s application, in accordance with Article I (“Purpose of the Agreement”), it being reiterated that MAISON MUNZ expressly reserves the right (i) to choose its director of training for the Method and (ii) not to enter into an agreement with the Coach, in its sole discretion, particularly if the latter’s experience or qualifications are not sufficient.

The Agreement begins with the Training phase set out in Article II (“Training”) and, unless terminated early, will continue for a term of twelve (12) months after the end of the Training. The Coach can teach the Method during this period of twelve (12) months.

Any unavailability of the Coach (for any reason and, for example, in case of injury or sickness) will not affect the term of the Agreement. If the Coach becomes pregnant, their authorization to teach the Method will be suspended due to the risk potentially caused to the fetus (see Article X – “Warranty – Liability - Insurance”), without affecting the term of the Agreement.

The term of this Agreement shall begin on the Effective Date and continue until the earlier of (i) termination by MAISON MUNZ for a breach or default by the Coach of the terms and conditions set forth herein, or (ii) twelve (12) months after the end of a successfully completed Training, subject to the renewal term provided below (the “Term”).

Any unavailability of the Coach (for any reason including, for example, sick leave) will not affect the Term of the Agreement. In the event that the Coach is pregnant, the Authorization to Teach the Method will be suspended due to the risk potentially caused to the fetus (see Article X – “Insurance”), without affecting the Term of the Agreement.

Should the Coach request the cancellation of their contract before the end of the Training, the amounts paid to MAISON MUNZ, including for the Training, will in any event be retained.

Subject to a notice period of at least thirty (30) days prior to the term of the period of twelve (12) months, the Coach can request the renewal thereof by MAISON MUNZ, who reserves the right to accept or reject such request without any obligation to justify.

MAISON MUNZ may refuse to renew the Agreement if the Coach did not teach the Method during the previous twelve (12) months or, in any event, if they did not teach it regularly enough and/or taught it in a way that did not sufficiently comply with the components of the Method to maintain the level of quality having justified their certification. In any case, the fact of MAISON MUNZ being unable to check the Coach’s practice (particularly through the dispatch of quarterly video recordings) will justify refusal of the Agreement’s renewal.

If MAISON MUNZ accepts its renewal, the Coach will be engaged for another period of twelve (12) months during which they will no longer have an Ini1al Training obligation. However, the Coach will be required to continue attending the continuing education sessions referred to in Article III (“Teaching of the Method”). In case of renewal, the Agreement will correspond to the then applicable version of the General Terms and Conditions.

 

Article VII – Termination

MAISON MUNZ is entitled to terminate the Agreement early, during or at the end of the Training, particularly if it appears that the Coach does not have the physical and/or psychological capabilities required to practice and/ or teach the Method. In such case, MAISON MUNZ will inform the Coach of its decision in detail and in writing.

Termination of the Agreement during or at the end of the Training will not give the Coach any entitlement to a refund or compensation for the days of Training provided to them.

In the event of non-performance by the Coach of one of their obligations under the Agreement not remedied within a period of fifteen (15) days after notice is sent via certified mail with return receipt, MAISON MUNZ may immediately and automatically terminate the Agreement before the Term.

The termination or expiry of the Agreement, for any reason whatsoever, implies that the Coach is strictly prohibited from continuing to teach the Method and to use the Trademark as from the date of termination.

The termination of the Agreement, for any reason whatsoever, will have no impact on Articles IX (“Authorship, Reputation, Image”), XI.2 (“Use of the Coach’s image”) and XII (“Advertising campaigns”).

 

Article VIII – Independent parties

Each Party is an independent contractor and neither Party will have any control over the way in which the other Party conducts its business, in terms of administration, employment and tax, under this Agreement.

The Coach performs their teaching activity independently, subject to their obligation to comply with the guidelines of the Method as taught to them by MAISON MUNZ in the scope of the Training. The Coach is en1rely free to manage their own program, to determine the number, frequency and dura1on of the teaching sessions of the Method they intend to propose to their students. Additionally, in their capacity as an independent contractor, the Coach is free to teach the exercises of their choice during each session, subject to complying with the content of the said exercises as taught to them during the initial Training and the subsequent continuing education.

The Coach represents and warrants that they are an entertainment part-timer or registered as a self-employed professional. In any case, the Coach undertakes to pay in a timely manner any social security and other taxes potentially applicable. MAISON MUNZ is fully exempt from any liability in this respect.

No stipulation of the Agreement may be construed as creating an employer-employee relationship between the Parties. Additionally, the Parties exclude any form of hierarchy or subordination between them, subject to the pedagogical inspection necessary to maintain the quality of the training delivered by the Coach. Moreover, neither Party may be considered as the other Party’s agent.

 

Article IX – Authorship - Reputation - Image

The Coach undertakes to acknowledge Mr. Alexandre Munz’s authorship of the Method. Accordingly, the Coach undertakes to always men1on the Method’s name, associated with Mr. Alexandre Munz’s name, in all their communications.

The Coach further undertakes not to harm the reputation of Mr. Alexandre Munz and/or MAISON MUNZ by their public and/or private statements on any media whatsoever (including Internet). This undertaking will apply during the term of the Agreement and for twenty (20) years after its termination, for any reason whatsoever.

To protect the image of MAISON MUNZ and the Method, the Coach undertakes to always refer to them in an appropriate manner and in compliance with the quality guidelines set out in Annex 2.

 

 

 

 

 

Article X – Warranty - Liability - Insurance

The Coach warrants to MAISON MUNZ that it is a teacher or specialist in the human body (dance, sport coach, physiotherapist, osteopath, chiropractor or other). The Coach undertakes to perform the Agreement in a professional manner, in accordance with good practices in the sector and with the terms of the Agreement. The Coach further undertakes to comply with applicable laws and regulations as regards: (i) health and safety; (ii) protection of people and property; (iii) labor law and (iv) tax law.

The Coach, as an experienced professional, has decided to teach the Method and, for this purpose, to attend the Training and the subsequent continuing education courses at its own risk and expense. The Coach undertakes to immediately inform MAISON MUNZ of any change in its personal and/or professional situation liable to affect its capacity to teach the Method.

The Coach declares that it is aware that the exercises contained in the Method require it to be in an adequate physical form and represents, acknowledges and warrants that this is the case. MAISON MUNZ draws the Coach’s attention to the fact that the exercises contained in the Method, based on the principle of torsion, have a deep massaging effect on internal organs. Thus, expectant mothers are strongly advised not to practice the Method due to the risk for the fetus.

In this respect, MAISON MUNZ assumes no liability for any damage of any kind, whether direct or indirect, temporary or definitive (including but not limited to physical, bodily, moral or other damage such as financial loss, shortfall, loss of revenues, loss of image) that may occur during the performance of the Agreement, whether such damage is incurred by the Coach or one of its pupils.

The Coach will hold MAISON MUNZ harmless from any adverse consequences arising out of any claim by one of their students concerning a course given by them or, generally, the Method and the related exercises.

The Coach shall take out an insurance policy to cover any potential damage caused during their courses and will provide a copy of such insurance policy to MAISON MUNZ upon request.

In addition to the indemnity, hold harmless and defense obligations set out in Article X, The Coach shall purchase an insurance policy sufficient to cover any losses, costs, damages or breach caused by the Coach under this Agreement, with coverage of at least one million dollars ($1,000,000) per occurrence. The Coach shall provide a copy of such insurance policy to MAISON MUNZ upon request and add MAISON MUNZ as a named insured upon request.

IN NO EVENT WILL MAISON MUNZ BE LIABLE FOR ANTICIPATED PROFITS, INTEREST, PENALTIES OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, MULTIPLE, OR EXEMPLARY DAMAGES OR LIABILITIES IN CONNECTION WITH THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, PROPERTY DAMAGE, PERSONAL INJURY, ILLNESS, OR DEATH OR OTHERWISE. IN ADDITION, AND WITHOUT LIMITING ANY OF THE FOREGOING, MAISON MUNZ WILL HAVE NO OBLIGATION FOR AND WILL NOT BE REQUIRED TO PAY THE COACH, DIRECTLY OR ON ACCOUNT OF CLAIMS BY THE COACH’S CONTRACTORS OR CUSTOMERS, FOR ANY LOSS OF ANTICIPATED PROFIT, FAILURE TO REALIZE ANTICIPATED BUSINESS OR RESULTS, REVENUES, OR GENERAL ADMINISTRATIVE CHARGES. IN ADDITION TO THE FOREGOING, THE COACH ACKNOWLEDGES AND AGREES THAT MAISON MUNZ SHALL HAVE NO LIABILITY FOR ANY ACT, OMISSION OR OBLIGATION OF THE COACH OR THEIR CUSTOMERS AND THE COACH SHALL REQUIRE THAT ALL OF THEIR CUSTOMERS OR PARTICIPANTS SIGN A FULL RELEASE AND WAIVER NO LESS PROTECTIVE THAN THE RELEASE AND WAIVER FORM SET FORTH IN ANNEX 3. IN NO EVENT WILL MAISON MUNZ’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).

The Coach acknowledges that the limitations and exclusions contained in this Article X have been the subject of negotiation between the Parties and are reasonable in light of the risks assumed and compensation payable hereunder. This Article X will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. The Coach shall fully defend, hold harmless and indemnify MAISON MUNZ for any breach of its covenants, representations and/or warranties in this Agreement, or a failure to perform or omission by the Coach under this Agreement, or its provision of lessons or classes to the Coach’s customers or students or the practice of the Method by the Coach, each, or in the aggregate, that causes MAISON MUNZ any direct, indirect, or contributory costs, damages, losses or fees.

 

Article XI – External communication

To ensure consistency in teaching, compliance with the Method and efficacy, the Parties agree to apply certain external communication rules, in addition to the precepts set out in the quality guidelines set out in Annex 2.

1.  Standardization of external communications (emails and social networks)

All exchanges via e-mail with current and future participants in the courses based on the Method will take place by means of the Coach’s e-mail address.

The Coach will endeavor to tag each new publication on the social networks with the MAISON MUNZ and Mr. Alexandre Munz tags in the format specific to each social network to facilitate the ranking of their publication and ensure the broadest possible audience for the said publication.

The Coach may ask MAISON MUNZ for the right to use images and/or videos from MAISON MUNZ’s image bank, or any other iconographic and/or textual element for the promo1on of his courses based on the Method. MAISON MUNZ will give him/her access to the said image bank according to a "Special Coach" rate that will be communicated to him/her at the 1me of his/her request.

In addition, the Coach will make best efforts to release the publications on the social networks simultaneously, i.e., each new post must ideally be published successively, within a few minutes, on the Coach’s various social network pages. This timescale will allow MAISON MUNZ to receive no1fica1ons so that it can log on to the Coach’s social network pages and stimulate the post with a Like and/or a Share on MAISON MUNZ’s own social network pages, without it having any obligation to watch for delayed publications

In any event, the Par1es agree on the fact that external communications must comply with MAISON MUNZ’s philosophical approach and practices based on the Method, particularly the body training methods recognized as being accessible to most people, i.e., adolescents, adults, seniors, mobility-impaired persons, amateurs and professionals, people with “degenerative”- diseases, who must never be subject to any judgment, discrimination or prioritization.

As the Method is fundamentally and specifically based on the concept of spiral movement, spinal rota1on and three-dimensionality, the Coach agrees not to display any images (photos or videos) showing spines that are not spiraled. The display of any ver1cal or horizontal bi-dimensional positions would be contradictory to the Method’s specific approach. Therefore, MAISON MUNZ reserves the right to report any non-compliance with this quality requirement to the Coach and the Coach will accept to withdraw these images from their external communication within twenty-four (24) hours at the latest.

In a continuing effort to produce quality pictures, photos and videos must not show dilapidated floors or walls around the people practicing the Method. The Coach undertakes to pay special attention when they publish the images that they produce to promote their courses based on the Method and that they publicly release, particularly on social networks, to avoid any damage to the premium image developed internationally by MAISON MUNZ since 2018, which the Coach expressly acknowledges.

Presentations of the Method must not in any event be based on or give rise to a comparison with any other body-training techniques or practices whatsoever (Yoga, Pilates, etc.) or contain any depreciation thereof.

In no event may videos representing the Method be released on any media whatsoever (including on social networks) without the express prior written authorization of MAISON MUNZ. As an exception to the foregoing, the Coach is authorized to release short videos (of less than five (5) seconds) that do not reveal the exercises in their entirety. It is hereby understood that this prohibition must not in any event be by-passed through the combination of short videos.

If the Coach wishes to broadcast short videos of the Method in virtue of the above paragraph, they commit themselves to having the logo of the said Method systematically watermarked on the video. To do so, MAISON MUNZ commits to provide the Coach with the said logo in the days following the end of their Training. The Coach will be able to use the logo as they see fit, as long as they respect the purpose (the MUNZ pedagogy), the iconography (the said logo), and the philosophy (see Annex 2).

Only MAISON MUNZ has the right to broadcast any video of a filmed exercise in its entirety. If the Coach wishes to broadcast this type of video, they can ask MAISON MUNZ, who will then communicate the "Special Coach" rate for this broadcast.

 

 

2.  Use of the Coach’s image

The Coach authorizes MAISON MUNZ to use its image and personality attributes for reproduction and representation purposes in various communication media, including advertisements, prepared and publicly released by MAISON MUNZ to promote the Method, without further remuneration.

Accordingly, the Coach expressly authorizes MAISON MUNZ to use, reproduce and publicly release their image, silhouette, face and body as shown in existing or future photographs taken for the purposes of their communication concerning the Method, on any media and throughout the world, free of charge.

Moreover, the Coach expressly authorizes MAISON MUNZ to re-use the photographs and videos showing the Coach’s students and that the Coach publishes to promote their courses, for external communication purposes – including on social networks, for communication purposes to promote the Coach’s and/or MAISON MUNZ’s activity, insofar as the students are not recognizable.

The Coach acknowledges that they are aware that the said photographs may be used by MAISON MUNZ for communication purposes, including in a commercial, advertising, editorial or other context, and particularly for its internal and external communication purposes in respect of employees, customers, prospective customers, i.e. television, newspapers, magazines, brochures, catalogs, press kits, posters, display units, Internet/intranet/ extranet networks, digital multimedia (DVDs, CDs, etc.), mobile phones (particularly smartphones), tablets and, without limitation, on any promotional or advertising media.

The Coach further acknowledges that they are aware, and accept, that the said photographs may be released directly in their ini1al form or par1ally, and modified or adapted in any way whatsoever, provided however that such modifications or adaptations are not liable to offend the Coach’s honor or dignity. In no event may the photographs be used to illustrate content that does not comply with applicable laws and regulations.

The above authorization is granted free of charge for a term of ten (10) years as from the date of signature of this Agreement, and this copyright license term may be renewed by tacit agreement for successive periods of one (1) year.

 

Article XII – Advertising campaigns

MAISON MUNZ regularly organizes and releases advertising campaigns internationally to promote the practices and courses based on the Method.

They are released via any means of communication available to MAISON MUNZ, including websites, Facebook, Instagram, LinkedIn, brochures, leaflets, the press, radio and television.

Considering that these advertising campaigns are to the Coach’s benefit, the Coach accepts to cooperate for their production and allow MAISON MUNZ to distribute their name and image during the term of the Agreement and for a period of ten (10) years thereafter and for any purpose whatsoever.

 

Article XIII – Confidentiality

The Coach acknowledges that MAISON MUNZ may disclose confidential and proprietary information and materials relating to the Method and its business, products, techniques, data, health approach, metrics, 11 financials, operations, marketing, strategy, customers and partners and that all such knowledge, information and material, as well as the existence and terms and conditions of this Agreement, and the Training documentation and material, constitute trade secrets and confidential information (together “Confidential Information”) that are the property of MAISON MUNZ.

The Coach agrees to keep all such Confidential Information strictly confidential and to not disclose it to third par1es or publish, copy or use it in any way, commercially or otherwise, for an unlimited period, except as provided for in this Agreement, and to not allow any unauthorized person to access it, whether before or after the termination of this Agreement. Accordingly, the Coach agrees to take all action reasonably necessary to protect the confidentiality of MAISON MUNZ’s Confidential Information including, without limitation, the implementation and enforcement of procedures intended to minimize the possibility of unauthorized use or copying of the Confidential Information.

Notwithstanding the foregoing, the Confidential Information does not include information that is or becomes public through no fault of the Coach or that MAISON MUNZ may have disclosed to third par1es without any restriction concerning the use or disclosure thereof.

For the sake of clarity, the use and reproduction of any Training material other than for the purposes of this Agreement is strictly prohibited. The Coach acknowledges and agrees that they may only use the Training documentation personally to learn and teach the Method in accordance with MAISON MUNZ’s instructions. Upon termination of this Agreement, the Coach shall return to MAISON MUNZ or destroy, at the latter’s sole discretion, all Confidential Information. Should the Coach’s own students or customers be interested in becoming certified instructors and licensees for the Method, the Coach undertakes to refer them to MAISON MUNZ.

 

Article XIII – Miscellaneous provisions

1. – Entire Agreement

The Parties acknowledge that the Agreement represents the entirety of the agreement concluded between them and supersedes all previous offers, terms or agreements, both written and oral, concerning the same subject matter.

2. – Amendment of the Agreement

No subsequent document and no modification of the Agreement whatsoever will be binding on the Parties unless it takes the form of a duly dated written addendum signed by the Parties referencing this Agreement and the modifications it is purporting to modify.

3. – Severability

If one of the stipulations of the Agreement is found to be null and void pursuant to an applicable law or a final non-appealable court decision, it will be deemed as unwritten and will not result in the voidance of the Agreement or affect the validity of its other stipulations.

4. – Domicile

The Parties elect domicile at the addresses indicated on the first page of the Agreement.

5. – Annexes

The Agreement contains four (4) annexes, which form an integral part of the Agreement and the Parties’ understanding:

- Annex 1: Trademark

- Annex 2: Quality Guidelines

- Annex 3: Release and Waiver Form

- Annex 4: Terms of use of the Munzters platform

 

Article XV – Applicable law and disputes

This Agreement is governed by the laws of the State of New York (United States).

Any dispute that may arise in connection with its interpretation and/or performance, and for which an amicable settlement cannot be found, will be exclusively submitted to the materially competent courts and tribunals of New York City (United States), including in the case of multiple defendants, third-party appeals and emergency proceedings (emergency appeal, ac1on at short notice, fixed date proceedings, motion).

Acknowledged, accepted and agreed by the Parties.