Instructor Agreement

Tactix Instructor Agreement

IMPORTANT—READ CAREFULLY

This TACTIX instructor agreement and grant of rights (“Agreement”) is between (“you”) and John Spencer Ellis Enterprises, Inc. (“JSE”). By ordering, downloading, or using the TACTIX training program (“Program”), you agree to be bound by the terms and conditions of this Agreement. If you do not agree, DO NOT access, download or use the Program.

Ownership.

a. JSE owns all intellectual property rights to the Program. The Program contains copyrighted material and other proprietary material. Title and ownership of the Program and any related trademarks or copyrights in the Program are and shall remain the exclusive property of JSE.

b. You may not remove or modify any Program markings or any notice of proprietary rights or make the Program available in any manner to any third party, including by renting, leasing or lending the Program. The Program may not be transferred or used by a third party without the prior consent of JSE.

c. When you order the TACTIX Single Instructor Program, you cannot share the program materials with any other individual. You do not have the right to disclose TACTIX proprietary information, and you cannot certify another individual in these proprietary methods.

d. When you order the TACTIX Gym Pak, you may only share the physical training segment with the designated individuals you specify with our office after ordering. None of these individuals can be given access to the business training segment or Fitness Fortunes.  If you decide to take the instructor certification yourself, then only (2) additional designated individuals may go through the instructor training, take the exam, and earn an instructor certification.  A total of 3 certifications can be earned with any single Gym Pak order. You cannot disclose TACTIX proprietary business information, and you cannot certify another individual in these proprietary methods.

2. Program. The Program consists of the Workout Videos, Video Lectures, TACTIX Workout Generator, Official TACTIX Graphics, all of which are property of JSE. The contents of the Program are described on the TACTIX website (www.TACTIXmethod.com). The Program also includes two (2) free months of business and marketing training via FitnessFortunes.com.  You have the right to cancel Fitness Fortunes access at any time without question. If you decide to continue after 60 days, you will be billed at the lowest possible rate of $57/month. The Program is valuable, proprietary, and unique, and you agree to observe its proprietary nature, as provided for in this Agreement. Cancel Fitness Fortunes anytime without question by using [email protected]

3. JSE Performance. The workouts and training methods, when used properly and as instructed, will generate positive results for the participants of the TACTIX workout. You agree to observe the precautions described in the Program to ensure that workout participants are suitable and healthy.

4. Trainer Performance. You shall use your best efforts to market, offer, and provide the Program in conformance with the guidelines and instructions provided by JSE. You will use your best efforts to enhance and maintain, and not diminish or dilute, the reputation and goodwill of the Program.

5. Compensation. You shall purchase the Program for the price listed on the TACTIX METHOD website.

6. Certification. The Program includes an online assessment test. If you meet the passing requirements, you will be recognized as a certified TACTIX instructor, and you will receive a certificate at no additional cost.

7. Disclaimer. You acknowledge that JSE has not represented or guaranteed a particular amount of revenue that you can or will achieve by offering the Program. The level of success achieved with the Program will be determined by your personal efforts, abilities, and resources.

8. Limited Warranty. There are no other warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose or particular purpose or non-infringement with respect to the Program.

9. License of Proprietary Materials. JSE grants to you a non-exclusive, personal, non-transferable license to use the logos, marketing materials, other promotional materials, guidelines and information related to the operation of the TACTIX training business, the Training Manual created and owned by JSE related to the Program (together “Proprietary Materials”) solely for the purpose of marketing and providing the Program to third parties and operating the TACTIX training business. The use of the Proprietary Materials shall be subject to reasonable instructions provided by JSE in writing to you from time to time, which instructions you agree to comply with. TACTIX instructors registered via a TACTIX Gym Pak package, will have the gym/facility owner (TACTIX registrant) manage the use of proprietary materials.

10. Geographic Restrictions. There are no geographic restrictions.  You can use the TACTIX methods anywhere.

11. Confidentiality.

a. You acknowledge that JSE has gone to great effort and expense to develop and design the workouts, practices, training methods, marketing strategies, and business processes associated with the Program. You further acknowledge that the information associated with the practices, workouts, training methods, marketing strategies, and business processes are proprietary, trade secret information of JSE (“Confidential Information).

b. You agree not to use any Confidential Information disclosed to you for any purpose other than to offer and provide the Program. You shall not disclose or permit the disclosure of any Confidential Information to third parties. You agree that you shall take all precautions in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized third parties. Such measures shall include, but not be limited to, the highest degree of care that you utilize to protect your own confidential information of a similar nature, which shall be no less than reasonable care. You agree to notify JSE in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure or use of Confidential Information that may come to your attention.

c. The foregoing provisions of this Section 7 shall not apply to any information which: (a) was already known to you when such information was received from JSE; (b) was already available to the general public at the time of such receipt; (c) subsequently becomes known to the general public through no fault or omission by any party hereto; (d) is subsequently disclosed by a third party which has the bona fide right to make such disclosure; or (e) is required to be disclosed by law. Damages resulting from breach of the terms hereof may be difficult to measure accurately, and injuries sustained by JSE from any such breach may be difficult to calculate and remedy. You acknowledge and agree that JSE may be entitled to injunctive relief and specific performance of the covenants contained in this Section 7 in addition to any other remedy to which JSE may be entitled by law or in equity.

12. Trademark Rights. JSE grants to you a non-exclusive, non-transferable royalty free license to use the TACTIX trademarks, trade names and service marks (the “Trademarks”) solely in the promotion, sale, marketing and providing the Program during the term of this Agreement. The use of the Trademarks shall always be accompanied by the appropriate trademark designation. You agree to comply with any and all instructions from JSE regarding the use, placement and design of the Trademarks. Licensee acknowledges JSE’s right, title and interest in the Trademarks, and Licensee shall not claim any right thereto.

13. General Liability Insurance. You will obtain and maintain in force a general liability insurance policy that will insure all of the activities associated with the Program as offered and operated by you. You will forward a copy of the policy to JSE immediately following execution. You will supply copies of the new policies to JSE following written request.

14. Indemnification. You shall indemnify and hold harmless JSE and its affiliates and its officers, directors, employees and agents from any and all claims, causes of action, losses, damages, or expenses, including reasonable attorneys’ fees and costs, incurred by JSE relating to the actions, errors or omissions of you in offering or providing the Program or relating to the breach of any obligation by you under this Agreement.

15. Exclusion and Limitation of Damages. Each party agrees that neither party shall be liable for incidental, special nor consequential damages based upon the use of the Program or Proprietary Materials by you or the distribution, marketing, and providing of the Program, even if one party has been notified of the possibilities of such damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall JSE’s liability to you exceed the total amount of money paid for the Program. The parties hereby acknowledge that the other portions of this Agreement have been made in reliance upon inclusion of this Section.

16. TACTIX is non-transferable. You are unable to transfer any program materials to another individual or organization. TACTIX intellectual properties cannot be transferred.
There is no transfer of TACTIX certifications.

17. Termination.

a. Definition and Right to Terminate. For the purposes of this Agreement, default by either party shall be deemed to arise upon the failure to cure a breach of any term or obligation of this Agreement for thirty (30) days following written notice from the other party outlining such breach. Upon the occurrence of such default, the non-defaulting party shall have the right to terminate this Agreement upon written notice to the defaulting party.

b. Rights on Termination. Upon termination upon a default by you, your rights to offer, provide, or use the Program, Proprietary Materials, and the Confidential Information shall terminate.

18. Miscellaneous Provisions:

a. Entire Agreement and Severability Provisions. This Agreement constitutes the entire understanding and agreement between JSE and you and supersedes any and all prior, contemporaneous oral or written communications relating to the subject matter hereof, all of which are merged herein. This Agreement can only be modified, amended, or altered by an instrument in writing, mutually signed by the parties hereto. Such amendment shall be binding with or without any additional consideration. If any provision of this Agreement is held unenforceable, said holding shall not be deemed to impair the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.

b. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to written instrument signed by the party or parties waiving compliance. This waiver shall be effective only in the specific instance and for the specific purpose stated.

c. Relationship of Parties. Nothing contained herein shall be deemed or construed as creating a joint venture or partnership, or employer/employee relationship between the parties. Further, it is not the intention of this Agreement or the parties hereto to confer a third party beneficiary right of action upon any person or entity whatsoever.

d. Governing Law and Choice of Forum. This Agreement shall be construed and enforced in accordance with the laws of the State of California applicable to contracts wholly executed and wholly performed therein. The parties agree that, and hereby submit themselves to, the exclusive jurisdiction and venue for the purposes of resolving any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a state or federal court of competent jurisdiction located in the County of Orange, California.

e. Attorney’s Fees. The prevailing party in any action or proceeding between the parties arising out of or related to this Agreement shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection therewith.

f. Notices. All notices, requests, demands and other communications required under this Agreement shall be deemed duly given to the respective parties at the addresses designated in writing by either party in accordance with this Section upon (a) personal delivery, or (be delivery by U.S. mail, postage pre-paid, or (c) receipt by the transmitting party of confirmation or answerback if delivery is by telex, telegram or facsimile.

When you enroll in the TACTIX Program, you are agreeing to these terms!

DISCLAIMER: THE PERFORMANCE EXPERIENCED BY THE USER COMMENTS AND TESTIMONIALS ON THIS PAGE AND/OR OUR WEBSITE IS NOT WHAT YOU SHOULD EXPECT TO EXPERIENCE. COMPANY HAS NOT INVESTIGATED OR SUBSTANTIATED ANY OF THE USER COMMENTS OR CLAIMS. SOME OF THE USERS MAY, IN SOME CASES, BEEN INCENTIVIZED TO SUBMIT THEIR COMMENTS, AND COMPANY HAS NOT VERIFIED THE FIGURES QUOTED IN THEM.

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