Official Instructor Licensing Agreement

Effective Date: November 13, 2025. This document governs the terms under which an applicant ("Licensee") is granted the non-exclusive, revocable right to use the DanzFitX Brand and Curriculum ("Licensed Assets") for instruction.

1. License Grant and Scope

DanzFitX hereby grants the Licensee a limited, non-transferable, and non-exclusive license to use the Licensed Assets solely for conducting instructional classes in a virtual format, subject to the terms herein.

1.1 Authorized Use

Use of the DanzFitX name and logo strictly for marketing licensed classes.
Access and use of the official DanzFitX choreography and training manuals.
Eligibility to host classes on the official DanzFitX virtual platform.

1.2 Prohibited Use

Sub-licensing, selling, or otherwise transferring the Licensed Assets to any third party.
Conducting in-person, physical classes using the DanzFitX brand or curriculum without express written permission.
Modifying or altering the DanzFitX logo or proprietary curriculum materials.

2. Financial Terms and Royalties

2.1 Certification Fee

The Licensee must successfully complete the 8-Hour Official Instructor Training Course, requiring a one-time, non-refundable Certification Fee (see enrollment schedule for current rate).

2.2 Royalty Structure

Licensees shall receive a royalty share based on the revenue generated by their recorded and live classes on the DanzFitX platform. The standard royalty rate is 70% of net class revenue, with 30% retained by DanzFitX for platform maintenance, marketing, and licensing overhead.

3. Quality Control and Termination

DanzFitX reserves the right to monitor all classes taught under the Licensed Assets to ensure adherence to quality standards and brand image.

3.1 License Termination

The License may be terminated immediately by DanzFitX upon breach of Section 1 (Prohibited Use) or consistent failure to meet quality standards after three (3) formal warnings.
The Licensee may terminate this agreement with 30 days written notice.

4. Disclaimers and Liability

4.1 GENERAL DISCLAIMER OF WARRANTIES

THE LICENSED ASSETS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DANZFITX DOES NOT GUARANTEE ANY SPECIFIC REVENUE OR AUDIENCE SIZE FOR THE LICENSEE.

4.2 LIMITATION OF LIABILITY

IN NO EVENT SHALL DANZFITX BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED ASSETS. THE LICENSEE AGREES TO INDEMNIFY AND HOLD DANZFITX HARMLESS FROM ANY CLAIMS ARISING FROM THE LICENSEE'S INSTRUCTIONAL ACTIVITIES.

5. Intellectual Property

5.1 COPYRIGHT AND TRADEMARK

All trademarks, service marks, logos, curriculum materials, and choreography styles associated with the name 'DanzFitX' are the exclusive property of DanzFitX Virtual Studio, LLC. This License grants usage rights only; it does not constitute a transfer of ownership of any intellectual property.

5.2 Licensee Content

Any original choreography or content created by the Licensee for use on the DanzFitX platform shall remain the property of the Licensee, but the Licensee grants DanzFitX a worldwide, royalty-free, perpetual license to use, host, reproduce, and sublicense said content on the DanzFitX platform.

By proceeding with enrollment in the Instructor Training Course, the applicant agrees to be bound by these Official Instructor Licensing Terms and Conditions.