Last Updated November 15, 2021
Teaching virtual classes using the Services generally requires you to have a public performance license with one or more of the Performance Rights Organizations located in the country in which you are teaching. Each country has their own Performance Rights Organization(s) (PROs) and the license is generally not too expensive. If you are already paying for a performance rights license (to teach in-person classes), this license may also cover your virtual classes — please contact the Performance Rights Organization(s) in your country to confirm. Failure to obtain all necessary public performance rights could result in you facing liability for, among other things, copyright infringement.
Zumba DOES NOT host any video on demand classes; rather, if you wish to offer video on demand classes you must post them as ‘unlisted videos’ on YouTube. Please be advised that you are solely responsible for obtaining all rights, including all music licensing rights, necessary to create and post your video on demand class as an ‘unlisted video’ on YouTube. Failure to obtain all necessary rights could result in you facing liability for, among other things, copyright infringement.
You understand and acknowledge that if you schedule a class through the Services that you must join the class at the scheduled time. If you fail to appear, you are solely responsible for reaching out to all participants who signed up for the class and for issuing refunds.
You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content streamed and/or otherwise disseminated by you to or through the Services, including any and all public performance and other music licensing fees, if applicable.
You understand, acknowledge and agree that Zumba may remove any Content made available by you to or through the Services at any time and for any reason without prior notice or warning to you.
Zumba provides the Services on an “as is” and “as available” basis. You acknowledge that your use of the Services is at your own risk and that you must provide your own device and internet access. Your use of the Services could be impacted by your Internet service.
SHARING OF STUDENT PERSONAL DATA. These terms apply to the names, email addresses, and student goals, of student’s who signed up for Your online classes through the Platform (“Student Personal Data”) and agreed to allow Zumba to collect and share this Student Personal Data with You, the Instructor. For purposes of Applicable Privacy Laws (which, for the purpose hereof, means the California Consumer Privacy Act of 2018, as amended (“CCPA), the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and any other data protection, privacy, data breach, or similar or related laws), You acknowledge that You and Zumba are each a separate and independent controller of the Student Personal Data. You further acknowledge that You do not and will not process Student Personal Data with Zumba as a joint controller. You agree to comply with all applicable obligations under all Applicable Privacy Laws (inclusive of the GDPR), and that You are individually and separately responsible for Your own compliance and individually and separately liable for Your failure to comply.
You shall process Student Personal Data only for the purposes of contacting them concerning your classes offered through the Platform, provided such processing strictly complies with all Applicable Privacy Laws and Your obligations hereunder. You shall comply fully with all Applicable Privacy Laws with respect to Your processing, use, transfer, and/or deletion of Student Personal Data. In the event You receive a request from a student relating to Your processing, use, transfer and/or deletion of the Student’s Student Personal Data, You agree to promptly comply with such request in accordance with Applicable Privacy Laws. Without limiting the foregoing, You agree to promptly comply with any student request pursuant to Article 16 (Right to rectification), Article 17 (Right to erasure), or Article 18 (Right to restriction of processing) of the GDPR that relates in any way to the Student Personal Data. In the event You receive a request from a student relating to Zumba’s processing of the Student’s Student Personal Data, You agree to (i) promptly notify Zumba of such request; (ii) direct the student to Zumba in order to enable Zumba to respond directly to the request; and (iii) reasonably cooperate with Zumba in responding to such request.
You agree to implement appropriate measures to protect the Student Personal Data. At a minimum, You shall use at least the same level of privacy protection as is required by the EU-US and Swiss-US Privacy Shield Framework and Principles issued by the U.S. Department of Commerce, both available at https://www.privacyshield.gov/EU-US-Framework (“Privacy Shield Principles”). In the event You suffer any actual or suspected data breach (including any unauthorized access or use) with respect to the Student Personal Data, You shall notify Zumba without undue delay and the parties shall reasonably cooperate with each other in taking such measures as may be necessary to notify affected individuals, comply with each party’s obligations under Applicable Privacy Law, and mitigate or remedy the effects of such data breach. Notwithstanding anything to the contrary herein, You shall indemnify and hold Zumba harmless against all claims, actions, third party claims, losses, damages and expenses incurred by Zumba and arising directly or indirectly out of or in connection with a data breach, breach of the terms hereof and/or Applicable Privacy Laws by You.
RESPONSIBILITY FOR USER PAYMENTS
You understand that all aspects of any transaction between you and a student through the Platform (inclusive of students purchasing your classes, events, sessions, and/or memberships), are by and between you, the user, and the third-party payment provider and that you are solely responsible to the user. In that regard, you understand and acknowledge that Zumba is not responsible in any way for the payment process or any payment related issues, nor is Zumba responsible for any issues related to your classes, events, sessions, and/or memberships. As such, you understand and acknowledge that you are responsible for all aspects of the payment process and will fully indemnify and hold Zumba harmless from any third-party claims relating to and/or concerning any payment issues that may arise, or any damages or expenses incurred by Zumba as a result of any claims made against it relating to and/or concerning any payments made to access your Content.
You further acknowledge, understand, represent and warrant that:
Except for (i) the administrative fee set by Zumba from time-to-time and charged to the user when he/she purchases a class, event, session, and/or membership from you; and (ii) the payment processing fee set by the payment processor from time-to-time and charged to the user when he/she purchases a class, event, session, and/or membership from you, you acknowledge and agree that all users of the Services are paying you, and you are solely responsible for setting the price (including for classes, events, sessions, and/or memberships you offer), collecting the fees and issuing refunds, if any.
complying with all applicable local, municipal, state, federal, and international laws, statutes, and regulations;
paying all income, sales, use, VAT, excise or other taxes based on federal, state, local and municipal laws and regulations where you are located; and
charging and remitting all applicable taxes or other government fees and charges, if any.
You hereby agree to indemnify us for any damages or expenses we incur as a result of any breach of these representations and warranties or your failure to collect or remit any required taxes or payments.
ELIGIBILITY; CONTENT CONTROL AND USER DATA
Use of the Services is void where prohibited. By using the Services, you represent and warrant that you are 18 years of age and older; and your use of the Services does not violate any applicable law, regulation or the rights (including copyrights, music licensing rights, and or other intellectual property rights) of any third party person or entity. You may not use the Services if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.
You control the content you create and stream through the Services and Zumba does not claim any ownership rights in any text, files, images, photos, videos, sounds, comments, recommendations, forums, listings, logos, trademarks, postings, messages, tags, works of authorship, or any other work or authorship added to or submitted with any of the foregoing (collectively, “Content”) posted by you, with the exception of any intellectual property created by and/or owned by Zumba or any Content containing ZUMBA intellectual property (e.g., the ZUMBA marks and the music Zumba owns and provides for your creation of the Content). You recognize that certain Content you use is Content owned by a third party and that you are using that Content in accordance with the ownership rights of such third party. Other than Content owned by Zumba, Zumba takes no responsibility for any Content you create and use and Zumba has no obligation to monitor such Content you create and use. You are therefore solely responsible for the removal of any such Content that is in violation of this Agreement, in violation of any third-party right (including copyrights, music licensing rights, and or other intellectual property rights), and for ensuring compliance with this Agreement.
PROPRIETARY RIGHTS TO CONTENT
You represent and warrant that: (i) the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any third party; (ii) the Content you post is truthful, is not misleading, and does not disparage Zumba or any third party; and (iii) the Content is not inappropriate, offensive, obscene, lewd, violent, harassing, sexually explicit or otherwise objectionable. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Services, including public performance and other music licensing fees, if any.
You should be aware that Zumba does not make copies of any of the Content (including your Content).
The Services contain proprietary content that is owned by Zumba and/or its third-party licensor(s) and is protected by copyright, trademark, patent, trade secret and other intellectual property rights and laws in the United States and around the world (the “Proprietary Content”). Zumba and/or such third-party licensor(s) owns and retains all rights in and to the Proprietary Content and the Services. Zumba hereby grants you a limited, freely revocable, non-sublicensable license to use the Services solely for your personal use, so long as such use is made in strict accordance with the terms and conditions set forth in this Agreement. All the intellectual property rights in the ZUMBA Content and Zumba technology, which does not include your Content, are owned by Zumba or its third-party licensor(s).
We always appreciate your feedback or other suggestions you may have about Zumba or the Services, but you understand that we may use any suggestions you provide to us without any obligation to compensate you for them (just as you have no obligation to offer them).
CONTENT YOU MAKE AVAILABLE THROUGH THE SERVICES
Please choose carefully the content you make available through the Services. You may not use the Services to post, stream, disseminate or communicate any inaccurate, inappropriate, offensive, obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, Content communicated through the Services may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Zumba assumes no responsibility or liability for this material. If you become aware of any misuse of the Services, please contact us by emailing [email protected].
Zumba assumes no responsibility for monitoring the Services for inappropriate Content or conduct. You are solely responsible for the Content you make available on or through any of the Services, and any material or information you stream to other users and for your interactions with other users. Zumba does not endorse and has no control over the Content. Content is not reviewed by Zumba prior to you making it available through the Services. Zumba makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information you transmit to, or receive from, any users of the Services.
By making Content available through the Services, you grant Zumba a limited, worldwide, royalty-free license to analyze, use, distribute, and otherwise make derivative works of your Content for the purpose of Zumba providing the Services and/or creating marketing and promotional materials/videos including, but not limited to, potential promotions of your online classes. You also grant Zumba permission to use your name, likeness, biography, location, trademarks, logos, gym name, trademarks and location, or other identifiers used by you in your Content or in connection with the classes you teach through the Services for the purpose of displaying such properties to the public. Zumba shall have the right to identify any public information you make available in using the Services in its marketing and promotional materials/videos. All licenses granted by you: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Zumba; rather, any breach of a term by Zumba hereof shall give rise to, at most, a claim for breach of contract only.
If you are using the Services to teach dance, fitness and/or exercise programs that are not owned by Zumba (e.g., Zumba® and STRONG Nation®), you represent and warrant that you have the right to teach those classes using the Services. Moreover, it is recommended that you have an insurance policy that covers the dance, fitness and/or exercise programs you are teaching, including the programs you are teaching using the Services. You should check with your insurance provider to determine if the dance, fitness and/or exercise programs you are teaching using the Services are covered under your insurance policy.
The following is a partial list of the kind of Content and activity that is prohibited through the use of the Services. Zumba reserves the right, in its sole discretion, to remove any Content you make available through the Services or to otherwise restrict, suspend, or terminate your access to all or any part of the Services at any time, with or without prior notice, and without liability if we believe you are in violation of this provision or any other terms or conditions of this Agreement. Zumba further reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this Agreement, including without limitation, reporting it to, and cooperating fully with, law enforcement authorities. Prohibited Content and activity include, without limitation, the following:
using the Services to teach Zumba programs for which you do not have a license in good standing to teach. For example, you cannot use the Services to teach a Zumba Gold®class if you do not have a license to teach the Zumba Gold® program;
Zumba DOES NOT host any video on demand classes on the Platform; rather, if you wish to offer video on demand classes you must post them as ‘unlisted videos’ on YouTube and provide the link to that class to your students. Please be advised that you are solely responsible for obtaining all rights, including all music licensing rights, necessary to create and post your video on demand class as an ‘unlisted video’ on YouTube. Failure to obtain all necessary rights could result in you facing liability for, among other things, copyright infringement.
teaching livestream classes generally requires you to have a public performance license with one or more of the Performance Rights Organizationslocated in the country in which you are livestreaming. Please be advised that you are solely responsible for obtaining all public performance licenses necessary to teach classes through the Paltform. Failure to obtain all necessary public performance rights could result in you facing liability for, among other things, copyright infringement.
using an offensive screen name or avatar;
activity that may constitute or contribute to a crime or tort;
activity that infringes any third-party right, including any copyright, trademark, right of privacy or any other intellectual property right;
activity that is misleading, harmful, malicious, hateful, threatening, bullying, harassing, discriminatory, invasive of personal privacy or publicity rights, humiliating to other people (publicly or otherwise), libelous, pornographic, or that contains nudity, is sexually explicit or contains graphic or gratuitous violence;
communication of any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else’s rights (including their intellectual property rights);
sending or otherwise posting unauthorized commercial communications (such as spam);
engaging in unlawful multi-level marketing, such as a pyramid scheme;
soliciting login information or accessing an account belonging to someone else;
soliciting or posting personal identifying information from other users, or knowingly collecting any information from minors under the age of 16;
making automated use of the system, such as using scripts, bots, spiders or scrapers, to send messages, log into accounts, or collect users’ Content or information;
interfering with, disrupting, impairing or creating an undue burden on the Services;
attempting to impersonate another person or entity, including, but not limited to, a member or Zumba official, to falsely state or otherwise misrepresent your affiliation with a person or entity;
providing false personal information, or creating an account for anyone other than yourself without permission;
uploading viruses or other malicious code;
using the Services to hyperlink to content not permitted;
facilitating or encouraging any violation of this Agreement;
promoting or supporting terror or hate groups;
exploiting minors; or
engaging in any activity or making available any Content that otherwise violates any terms set forth in this Agreement, in any guidelines/rules Zumba issues for how the Services must be used, or any law, statute or regulation or any rights (including privacy and intellectual property rights) of any person or entity.
In addition to the foregoing, you agree not to (i) record any classes you teach using the Service’s livestream functionality; or (ii) to otherwise scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or other measures; submit any malicious program, script, or code; or take any other actions to manipulate, interfere with, or damage our Services.
SOMMOS, ZUMBA and STRONG NATION trademarks, logos, service marks, images, trade names and other distinctive branding features used in connection with the Services are the trademarks of Zumba and may not be used without permission. Other trademarks or intellectual property rights that may appear on our Services are the property of their respective owners. All notices and links will be displayed consistently in such form and placement as determined by Zumba.
TAXES AND RESPONSIBILITIES TO THE USERS
You are responsible for paying any governmental taxes imposed on your use of the Services, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to Zumba the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that Zumba is obligated to collect such taxes, the applicable tax will be added to your billing account.
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). In addition, we will promptly terminate without notice any privileges of those determined by us to be repeat infringers. If you are a copyright owner and you believe that any content infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on our Services, such as by providing us the URLs to the content;
your address, telephone number, and email address;
a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for notice of claims of copyright infringement can be reached as follows: Global Intellectual Property Counsel, 800 Silks Run, Suite 2310, Hallandale, FL 33009, (954) 925-3755, email: [email protected].
You must remove any infringing Content, if notified by Zumba, so that it complies with the DMCA. In addition, you agree to promptly (and in any event in no later than 24 hours) address any copyright owner's written notice (including any notices forwarded to you by Zumba) that specified Content you made available through the Services infringes that third-party’s rights (including copyrights), provided that the notice complies with the requirements set forth in the DMCA. If you receive a counter-notice from the applicable user instructing you to replace the allegedly infringing Content, you agree to promptly comply with it to the extent required by law and to forward a copy of it to Zumba. Zumba may remove any allegedly infringing Content. In all such matters, we strongly recommend you consult your attorney to confirm your obligations under the DMCA and other applicable laws. You are solely responsible and liable for complying with all applicable laws in connection with the Content you make available through the Services and of your use of the Services.
It is our policy to provide notifications, whether such notifications are required by law or are for Service-related purposes, to you via email or, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Zumba in its sole discretion. By providing Zumba your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as updates, user communications, newsletters, changes to features of the Service, or Zumba offers. If you do not want to receive certain email messages, you may opt out by following the opt-out process set forth in the email. Opting out may prevent you from receiving valuable messages regarding updates, improvements, offers, or communications from other users. Zumba reserves the right to send you notices about your account even if you opt out of all voluntary email notifications.
THIRD PARTY CONTENT AND INTERACTION; THIRD PARTY SITES
You understand that by using the Services you may be exposed to Content that is offensive, objectionable, or indecent, and that you use the Services at your own risk. Because Zumba does not control the Content, you agree that Zumba is not responsible for any of the Content. Your interactions with other users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the user or third party as applicable. Like with any web-based interaction, we suggest that you use caution and good judgment. You agree that Zumba is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other user's or third party's use or disclosure of your personal information. If there is a dispute between you and any third party (including any user), Zumba is under no obligation to become involved. You release Zumba, its officers, directors, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other users and third parties. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
Additionally, Zumba and users may incorporate hyperlinks in the Services or include Content that is owned by third parties (“Third-Party Content”). Links to these Third-Party sites and/or such Third-Party Content are provided solely for your convenience and in no way does the inclusion of any imply our affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Zumba expressly disclaims responsibility for the accuracy, quality, legality, nature, availability or reliability of Third-Party Content linked to by or through the Services. ACCESS AND USE OF THIRD-PARTY CONTENT, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK.
PRIVACY OF YOUR INFORMATION
REPRESENTATIONS, WARRANTIES AND INDEMNITY
For each piece of Content that you transmit, stream or otherwise make available through the Services, you represent and warrant that:
you have the right to transmit, stream or otherwise make available the Content;
you have obtained appropriate releases (if necessary) from all persons who appear in the Content;
the Content does not, and will not, infringe any third party’s rights, including intellectual property rights, rights of publicity, moral rights and privacy rights;
and-the Content complies with this Agreement, any guidelines or rules we have issued concerning the use of the Services, and all applicable laws, statutes and regulations.
You agree to indemnify, defend, and hold harmless Zumba its subsidiaries, and affiliates, and their respective officers, agents, co-branders or other partners, employees, and third party service providers from and against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys' fees) arising out of or relating to any of the following:
any Content you transmit, stream or otherwise make available through the Services;
your use or misuse of the Services;
your connection to the Services;
your breach or alleged breach of this Agreement; or
your violation of any rights (including intellectual property rights) of a third party.
Zumba reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Zumba. Zumba will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, AND ALL WEBSITE CODE, PLATFORM CODE, API’S, APPLICATIONS, THIRD PARTY SOFTWARE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SERVICES, AND ALL WEBSITE CODE, PLATFORM CODE, APPLICATIONS, THIRD PARTY SOFTWARE, AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZUMBA AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
ZUMBA AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE SERVICES, OR ANY WEBSITE CODE, PLATFORM CODE, API’S, APPLICATIONS, THIRD PARTY SOFTWARE, OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZUMBA MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING THROUGH THE SERVICES; (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR CLASSES; OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY OTHER CODE WITH ANY ZUMBA TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, AND ALL WEBSITE CODE, PLATFORM CODE, API’S, APPLICATIONS, THIRD PARTY SOFTWARE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZUMBA OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
ZUMBA IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR APPLICATION DEVELOPER ON THE WEBSITES, PLATFORMS, OR APPLICATIONS.
LIMITATION OF LIABILITY
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL ZUMBA OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, BUSINESS OR PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ZUMBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE SERVICES, ANY WEBSITE OR PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY OF OUR GUIDELINES (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO ZUMBA BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN ZUMBA (INCLUDING APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED THROUGH THE SERVICES OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
CHANGES TO SERVICES
Zumba reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Services or any part thereof with or without notice. Zumba will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
We may amend, modify, change, add or remove portions of this Agreement or any guidelines of use at any time without notice to you by posting a revised version on one or more of our websites or communicated elsewhere through the Services. The revised version will be effective at the time we post it. Please check this Agreement and any guidelines of use periodically for changes. Your continued use of the Services after posting of the changes constitutes your binding acceptance of such changes.
TERM AND TERMINATION
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your account and end your use of the Services at any time and for any or no reason. Zumba has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Services or any website, (ii) remove and discard any Content you post using the Services; or (iii) shut down the Service, with or without notice, and with no liability of any kind to you. If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.
TERMINATING YOUR ACCESS TO THE SERVICES
Upon the deactivation, expiration, termination, or change of status (to on-hold, for e.g.) of your membership in the Zumba Instructor Network (ZIN) and/or the SYNC Instructor Network (SYNC), this Agreement automatically terminates and your access rights to the Services will immediately cease to exist.
LAW AND ARBITRATION
This Agreement shall be construed in accordance with and all disputes hereunder shall be governed by the internal laws of the State of Florida, without giving effect to any principles that may provide the application of the law of another jurisdiction. In the event of any controversy or dispute arising out of this Agreement, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties reasonable expenses, including without limitation, reasonable attorneys' fees and costs actually incurred. The parties agree that exclusive jurisdiction, to the exclusion of any other jurisdiction, for the resolution of all legal disputes arising out of the terms of this Agreement will be the courts of Broward County, the State of Florida. You understand and agree that any judgment or order granted by such courts shall be deemed fully enforceable in the country where you have your primary place of residence. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.
UNITED STATES EXPORT CONTROLS
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from Zumba under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Zumba from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.
Nothing herein shall constitute a partnership or joint venture between you and Zumba or constitute you being considered an agent of Zumba (or Zumba being considered an agent of you). You shall not hold yourself out contrary to the terms of this Section and Zumba shall not become liable by any representation, act or omission you may make contrary to the terms hereof. You agree to comply with all policies applicable to Zumba and the Services. In addition, you agree to comply with all applicable laws. The failure of Zumba to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Your accounts are non-transferable. The parties are independent contractors with respect to each other. You may not delegate your duties under this Agreement or assign this Agreement, in whole or in part. Zumba may assign this Agreement in whole or in part in its sole discretion without your consent and without notice. Any unauthorized use of any Zumba computer system is a violation of this Agreement and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. Section 1030, et seq.). Such violations may subject you and your agents to civil and criminal penalties. This Agreement, including links to any third-party provider terms and conditions, constitutes the entire agreement between you and Zumba and governs your use of the Services, superseding any prior agreements (whether written or oral) between you and Zumba regarding the subject matter hereof. Zumba will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Zumba’s reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event, Zumba shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.