Terms & Conditions

  • BEACHBODY® LIVE TERMS AND CONDITIONS

    BEACHBODY® LIVE

    TERMS AND CONDITIONS

    Thank you for choosing Beachbody LIVE.  Beachbody currently offers a variety of its world-class programs, including P90X®, Insanity®, Cize®, Country Heat®, and others (each, a “Format”) in a challenging but fun group exercise setting.  By purchasing, enrolling in, or participating in any Beachbody LIVE Instructor Training (defined below) from Beachbody, LLC (collectively, “Beachbody,” “We,” “Our,” or “Us”), you (“You,” “Your,” or “Yourself”) agree to these Beachbody LIVE terms and conditions (the “Agreement”). Beachbody reserves the right to modify this Agreement at any time without notice to You, and the updated version of this Agreement will apply. If You do not agree to the terms of this Agreement, please do not purchase, enroll or participate in any Beachbody LIVE Instructor Training.
    1. Beachbody LIVE Instructor Training Overview. Beachbody LIVE workshops offer You an opportunity to participate in a 1-day, live instructor training workshop (“Instructor Training”) dedicated to a particular Format. Purchasing an Instructor Training also gives You access to a digital instructor manual and training outline (“Training Materials”) specific to that Format.  These tools will help You become more knowledgeable about Your chosen Format, and ultimately help You become proficient in conducting Your own Beachbody LIVE classes.  Subject to the terms and conditions of this Agreement, successfully completing an Instructor Training as determined by Beachbody will make You a Beachbody LIVE instructor for that Format (“Beachbody LIVE Instructor”).
    1. Becoming a Beachbody LIVE Instructor. To become a Beachbody LIVE Instructor, You must:
    (i)         Be at Least 18 Years Old.[1]   (ii)        Purchase and Enroll in a Beachbody LIVE Instructor Training. You must purchase and enroll in an Instructor Training for Your chosen Format (see Section 3 below for further details). (iii)       Attend and Successfully Complete an Instructor Training with Active Participation. You must attend Your scheduled Instructor Training in its entirety with active participation.  At the conclusion of the Instructor Training, Beachbody will determine, in its sole discretion, whether You have demonstrated the requisite knowledge and skills and met all other requirements to become a Beachbody LIVE Instructor.  
    1. Beachbody LIVE Instructor Training. An Instructor Training is a mandatory, 1-day, live instructional workshop geared towards a specific Format and conducted by one or more Beachbody LIVE designated trainers. You may only attend an Instructor Training in which You have enrolled, and You may be required to show identification prior to the start of any Instructor Training. You must be ready to begin on time and You must attend an Instructor Training in its entirety to get credit for Your attendance.  Your Instructor Training enrollment is not transferable—no other individual will be allowed to take Your place at an Instructor Training.
    • Training Materials. Once You have completed Your enrollment in an Instructor Training, You will be given access to the Training Materials for Your selected Format.  Only You personally may access and use the Training Materials, and only in accordance with this Agreement.  During an Instructor Training, You will review the Training Materials for Your chosen Format in detail and apply what You have learned in practical demonstrations. Your review and thorough understanding of the Training Materials are necessary for successfully completing an Instructor Training.
    • Practical Assessment. During an Instructor Training, Beachbody will assess Your participation, knowledge, and skill level. You will be required to attend and actively participate in all sessions throughout the Instructor Training which may include active participation, practical activities, and feedback sessions. If Beachbody determines in its sole and absolute discretion that You have fulfilled all requirements and successfully completed the Instructor Training, You will be authorized as Beachbody LIVE Instructor for Your selected Format (e.g., a CIZE Instructor, Country Heat Instructor, etc.).  If for any reason You are not authorized as a Beachbody LIVE Instructor, including but not limited to, failing to attend, or otherwise successfully completing an Instructor Training, You may purchase and enroll in a new Instructor Training (any progress you have made in a previous Instructor Training will not carry over).
    1. Rescheduling an Instructor Training.
     
    • Beachbody’s Rescheduling of an Instructor Training. Beachbody will make commercially reasonable efforts to conduct each Instructor Training as scheduled.  Beachbody may postpone or move an Instructor Training in its sole discretion due to low enrollment, inclement weather, or other unforeseen circumstances.  If Beachbody reschedules an Instructor Training, You will be notified and, at Your election, Beachbody will either provide You with assistance in enrolling in an alternate Instructor Training, or issue You a refund.  Under no circumstances will Beachbody be liable or responsible for any losses or expenses incurred by You as a result of such rescheduling, including, without limitation, nonrefundable travel, lodging, accommodations, personal expenses, or any other expenses.
    • Your Rescheduling of an Instructor Training. You may reschedule Your attendance at an Instructor Training, subject to the following terms:
    • You may reschedule an Instructor Training without charge if You do so at least fourteen (14) days in advance of Your scheduled Instructor Training date.
    • Rescheduling less than fourteen (14) days before Your scheduled Instructor Training date will result in a Twenty-Five Dollar ($25.00) rescheduling fee.
    • If You do not reschedule, and then miss Your scheduled Instructor Training, but reschedule a new Instructor Training within thirty (30) days, You will be subject to a Fifty Dollar ($50.00) rescheduling fee per rescheduling. If You do not reschedule a missed Instructor Training within thirty (30) days, it will be deemed a cancellation and subject to a Seventy-Five Dollar ($75.00) cancellation fee.
    1. Cancellation of an Instructor Training; Fees, Refunds.
    • Beachbody’s Cancellation of an Instructor Training. Beachbody may cancel an Instructor Training at any time and for any reason in its sole discretion.  If Beachbody cancels an Instructor Training, You will be notified and, at Your election, Beachbody will either provide You with assistance in enrolling in an alternate Instructor Training, or issue You a refund.
    • Your Cancellation of an Instructor Training. You may cancel Your enrollment in an Instructor Training at any time and may receive a refund, subject to the following terms:
    • If You cancel fourteen (14) days or more before the scheduled date of Your Instructor Training, there will be a Twenty-Five Dollar ($25.00) cancellation fee.
    • If You cancel less than fourteen (14) days before the scheduled date of Your Instructor Training, there will be a Fifty Dollar ($50.00) cancellation fee.
    • If You do not attend Your scheduled Instructor Training and then cancel Your enrollment, there will be a Seventy-Five Dollar ($75.00) Cancellation Fee.
    • No refunds will be given after You have participated in any part of an Instructor Training.
    1. Acknowledgement. By purchasing, enrolling in, or participating in any Beachbody LIVE Instructor Training from Beachbody, You hereby understand, acknowledge, and agree that:
    (i)         You are not receiving a “professional” license or certification of any kind by completing any Instructor Training, and that any title(s) and/or recognition conferred upon You are not recognized or endorsed by any National Accredited Certifying Training Organization. (ii)        You have no right to, and may not, “certify” others in any Format or teach or instruct any person or entity to become a Beachbody LIVE Instructor. (iii)       Beachbody does not guarantee any level of success or income generated by or in connection with Beachbody LIVE or being a Beachbody LIVE Instructor.  
    1. Ownership of Intellectual Property. You acknowledge and agree that Beachbody is and at all times will be the sole owner of (a) all trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information Beachbody owns and/or uses on or in connection with its products, services, and/or business, including but not limited to the Formats and Logos (as defined below) that may be provided to or accessible by You (collectively, “Beachbody Intellectual Property”); and (b) all DVDs, CDs, products, advertisements, promotional or marketing materials, still and moving images, audio, music, and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials Beachbody owns and/or uses on or in connection with its products, services, and/or business including the Formats and Training Materials (collectively, with the Beachbody Intellectual Property, the “Beachbody Materials”). You acknowledge and agree that Beachbody is and at all times has been and will be the sole and exclusive owner of all rights in and to the Beachbody Materials, including any goodwill arising from any use thereof.  You agree not to do anything inconsistent with Beachbody’s sole and exclusive ownership of the Beachbody Materials.  Nothing in this Agreement shall be construed as a transfer or assignment of any rights to You.  Any and all use by You of the Beachbody Materials shall inure to the sole benefit of Beachbody.  You agree that You will not make any modification to any Beachbody Materials, or use, exploit, share, distribute, or exhibit any Beachbody Materials except as expressly authorized in this Agreement.
    1. Limited License; Restrictions. Subject to the terms and conditions in this Agreement, as a Beachbody LIVE Instructor You will have limited rights only during the Term (as defined in Section 11) to advertise Yourself as a Beachbody LIVE Instructor and Your classes.  Beachbody LIVE Instructors may only use the Format names and Logos in the manner set forth in this Section 8; any other use is strictly prohibited.  Failure to comply is subject to disciplinary action which may include the immediate termination of Your Beachbody LIVE Instructor status.
    • Permitted Advertising. If You have successfully completed the Instructor Training for a Format as determined by Beachbody, are in good standing, and remain in compliance with the terms and conditions in this Agreement and any applicable laws, rules, and regulations, Beachbody grants You a personal, nontransferable, revocable, limited, nonexclusive, and non-sublicensable license to:
    (i)         Include the Format name in Your class listings and on Your class schedules, e.g., “Country Heat” or “Country Heat LIVE”; (ii)        Use the Format name when referring to Yourself as a Beachbody LIVE Instructor, e.g., “Country Heat Instructor”; and (iii)       Use various Format and Beachbody LIVE Instructor logos and eBadge (“Logos”) that are provided to You directly by Beachbody or through an authorized third party licensee on Your personal website(s) and social media page(s).
    • Conducting Live Classes. Becoming a Beachbody LIVE Instructor allows You to teach live group exercise classes to multiple individuals, subject to the restrictions below. Though it is not required, Beachbody strongly recommends that You have experience teaching group exercise classes prior to conducting Your own Beachbody LIVE classes.
    • General Rules and Restrictions. Your advertising activities and use of any Format name or Logos are subject to the following requirements and restrictions:
    (i)         Trademark Notice.  All uses of a Format name or the Logos must include the proper trademark indicia (™ or ®), as well as a trademark notice in the following form: “[Format Name] is a trademark of Beachbody, LLC, used under license.” For example, “Country Heat is a trademark of Beachbody, LLC, used under license.” You may not use any Format names or Logos in combination with any other trademarks, service marks, or other terms unless approved in writing by Beachbody. (ii)        Ownership Notice.  You must clearly and conspicuously state that Your website is owned by You (e.g., Suzy Trainer or Fitness Gym), and not owned, created, maintained, or endorsed by Beachbody, LLC. (iii)       Link to Official Beachbody LIVE Website. Your website should include a prominent hyperlink on the home page to the official Beachbody LIVE website (www.BeachbodyLive.com). (iv)       No Alterations or Modifications. Unless expressly approved by Beachbody in advance, You may not alter or modify the form or appearance of any Format name or Logos, regardless of where or how You use them, including without limitation the size, color, and font.  Additionally, You may not conduct any Beachbody LIVE classes that do not follow the overall principles, structure, and integrity of each applicable Format’s workouts, unless otherwise authorized and instructed by Beachbody. Although each Format need not be followed precisely, each particular workout should be taught or instructed using the principles and structure of the applicable Format’s workouts. (v)        No Unauthorized Reproduction or Distribution.  You agree not to copy, reproduce, duplicate, create derivative works of, distribute, sell, or otherwise disseminate any Beachbody Materials (including but not limited to the Training Materials) that You obtain by purchasing or enrolling in a Beachbody LIVE Instructor Training, or becoming a Beachbody LIVE Instructor. (vi)       Music.   Any music that You receive from Beachbody may only be played during Your Beachbody LIVE classes and only for the Format(s) specified by Beachbody; all other use is strictly prohibited.  You are responsible for obtaining all necessary third-party rights and licenses to use any music on Your website(s), social media page(s) or other channel(s), or in Your live classes.  Furthermore, if You are conducting live classes, it is Your responsibility to ensure that the applicable venue has obtained a valid public performance music license (for more information, please contact the appropriate music licensing authority in Your jurisdiction). You acknowledge and agree that You, and not Beachbody, will be fully responsible and liable for Your unauthorized and/or improper use of any music, including any music You receive from Beachbody. (vii)      No Merchandise.  You may not manufacture, create, or distribute any merchandise (such as clothing, bags, hats, etc.) or other promotional items bearing any of the Format names or Logos or anything similar or related thereto. (viii)     No Use of the Format Names or Logos Other Than to Promote Beachbody LIVE Classes.  Except as expressly permitted in this Agreement, You may not use any of the Format names or Logos for purposes of promoting any workshop, training, instruction, choreography session, or other activity (e.g., an exhibition at a convention or trade show). In addition, You may not use any of the Format names or Logos to identify a gym, workout facility, or any other type of facility, program, or product without the express prior written consent of Beachbody. (ix)       No Videos/Recording.  Except as expressly permitted in this Agreement, You may not film, record, create, stream, or perform any recordings which depict or otherwise imitate any choreography or music appearing in a Beachbody LIVE class (including posting elements of Your class or any routines on social media).  The Beachbody LIVE class content and Beachbody Materials, including all related content and materials, are protected under various federal and international trademark and copyright laws, and any unauthorized duplication, exhibition, performance, distribution, or other use without the express prior written consent of Beachbody is strictly prohibited. Violators will be prosecuted to the fullest extent of the law, and Beachbody may terminate this Agreement and the licenses granted hereunder as a result of any infringement of Beachbody’s intellectual property rights. (x)        No Registrations, Domains, SEO, SEM, IDs, Social Media Names. You agree not to: (a) apply for, register, or attempt to register in any manner, Beachbody, Team Beachbody, Beachbody LIVE, any format name, any Beachbody Intellectual Property, any Beachbody Materials, or anything confusingly similar for any purpose, including without limitation trademarks, trade names, service marks, brands, logos, copyrighted material, domain names, or other identifiers of source or forms of intellectual property or Internet designations; (b) use any of these materials for search engine optimization (SEO) or search engine marketing (SEM), as or in any account name, user ID, or other handle within any blogs, social networking websites, or any “posting” sites including but not limited to Facebook, YouTube, Instagram, Pinterest, Twitter, BlogSpot, or Flickr; or (c) use any of these materials as part of a phone number (e.g., 1-800-BUY-CIZE). (xi)       No Combination with Third-Party Fitness Programs or Intellectual Property.  You may not conduct any classes that include or consist of any Format combined with any non-Beachbody LIVE workout, exercise, or fitness routine, whether from a third party or otherwise. For example, You may not create or teach hybrid classes such as Country Heat/Yoga, Country Heat/Zumba, Country Heat/CrossFit, or any other combination of products, workouts, or exercises.  In addition to the restrictions stated above, You must not use any of the Beachbody Materials to offer any third-party products or services to customers/clients or combine any Beachbody Intellectual Property with third party intellectual property, unless it is the name of the Your class location and you have obtained the consent of the trademark owner (e.g., “P90X® Classes at Gold’s Gym”). Using Your Beachbody LIVE Instructor status or any Beachbody Materials to advertise, promote, or sell any non-Beachbody products or services is strictly prohibited. (xii)      No Unauthorized Claims/Statements.  You may not make any claims or statements (including testimonials) as to therapeutic, curative, or diagnostic properties of Beachbody LIVE or any other products or services offered by Beachbody except those specific claims contained in official Beachbody product guides or literature, or on the Beachbody website. Claims in official product guides and literature may only be repeated verbatim and in exactly the same format as published by Beachbody and must be republished in their entirety.  In particular, You may not make any claim or statement that Beachbody LIVE or any Beachbody products cure, treat, diagnose, mitigate, or prevent any conditions or diseases or achieve any guaranteed results. (xiii)     No Recruitment or Solicitation; No Sales of Third Party Products.  You may not directly or indirectly recruit or solicit other Beachbody LIVE Instructors, Master Trainers, independent Team Beachbody Coaches, Beachbody customers, or any third party for any network marketing business opportunity at any Beachbody event (including Instructor Trainings), through any Beachbody forum (including Beachbody social media channels), or in connection with Your classes or other Beachbody LIVE activities (including through the use of any Beachbody Materials). This restriction includes any recruitment or solicitation for the Team Beachbody Coach opportunity. You also may not advertise, promote, sell, or give away any third party product, service, or opportunity to any of the aforementioned individuals or groups at any Beachbody event or through any Beachbody forum. (xiv)    Obtain Necessary Permits/Approvals.  You may not conduct any Beachbody LIVE classes in a gym, community center, hotel, church, school, or other facility without first obtaining all applicable licenses, permits and approvals.  
    1. Compliance; Conduct.
    • You agree to comply with any and all instructions provided by Beachbody.  In addition, You are responsible for complying with all applicable laws, rules, and regulations governing Your advertising, promoting and conducting Beachbody LIVE classes, including but not limited to electronic mail or other solicitation, communications to mobile devices (e.g., calling, SMS or “texting”), telephone and faxing, and the collection, use, or dissemination of personal or other data.  You may not send unsolicited commercial emails, unless such emails strictly comply with applicable laws and regulations, including, without limitation, the U.S. Federal CAN-SPAM Act and the Canadian Anti-Spam Legislation.  Additionally, the use of telephone calls, SMS/text messages, faxes or other messaging in connection with Your Beachbody LIVE activities is highly regulated and if not done in compliance with the law, can result in significant legal and financial liability for You. As with all other marketing efforts You undertake in Your capacity as a Beachbody LIVE Instructor, You are fully responsible for being aware of and complying with all laws, rules and regulations, including those which apply to this kind of marketing.
    • As a Beachbody LIVE Instructor, You agree to act in a legal, professional, non-detrimental, non-disruptive, and appropriate manner at all times. You must not act in any lewd, sexist, racist, discriminatory, off-color, illegal, or other inappropriate or offensive manner, or in any manner that may diminish the value of the Beachbody Intellectual Property or associated goodwill, or the Beachbody Materials generally. Beachbody reserves the right in its sole discretion to determine what conduct fails to meet the requirements of this Section and take appropriate disciplinary action.  You acknowledge and agree that Your conduct may directly impact the Beachbody and Beachbody LIVE brands and associated goodwill. You agree to comply with any direction from Beachbody regarding Your conduct and that this Agreement may be terminated immediately by Beachbody in the event of a breach by You of any term, obligation, requirement or covenant herein. We recommend that You maintain a general working knowledge of Beachbody products and services so that You can answer any questions that may arise from customers or clients You teach. You can learn more at Beachbody.com and TeamBeachbody.com. You may promote Beachbody products—including nutritionals—during Your Beachbody LIVE classes subject to the terms of this Agreement and, if applicable, the discretion of the facility or venue in which You are conducting Your classes.
    • While performing any Beachbody LIVE-related services, including conducting Beachbody LIVE classes, You must at all times maintain a professional appearance, including wearing appropriate apparel and, to the extent applicable, accessories.
    • Non-Disparagement. You may not make negative or disparaging comments or remarks in any forum (oral, online, written, or while providing instruction or training) about the Beachbody or Beachbody LIVE brands, Beachbody celebrity trainers, Beachbody personnel (e.g., directors, owners, employees, consultants, partners), Beachbody LIVE Master Trainers, the Beachbody Materials, or any other Beachbody products or services.
    1. Use of Your Name, Image, or Likeness. By purchasing or enrolling in an Instructor Training, or providing any services as a Beachbody LIVE Instructor, You hereby grant Beachbody (including its parents, affiliates, subsidiaries, representatives and assigns, officers, employees, advertising and promotional companies, distributors, or any person(s) or corporation(s) acting with Beachbody’s permission or authority) a perpetual, irrevocable, royalty-free license throughout the universe to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works of, and/or otherwise use Your name, image, biographical information, voice, statements, and/or likeness in connection with Beachbody LIVE and/or any Beachbody promotion or advertisement, in any media now known or hereafter devised, in such manner, for such purposes and with such frequency as Beachbody shall determine in its sole discretion without compensation, consideration, or attribution to You, and without further authorization by You.  You agree to execute any and all documents necessary for Beachbody to exploit Your grant of rights under this paragraph.  You agree to waive any artistic or moral rights in and to any materials created or used by Beachbody under this Section.  In addition, once You have been authorized by Beachbody as a Beachbody LIVE Instructor, You will be identified as such on Beachbody’s published list of Beachbody LIVE Instructors (“LIVE Instructor List”).  You expressly authorize Beachbody to publish Your personal information through the LIVE Instructor List, including Your name, geographic location, and instructor status (whether or not You are in good standing).
    1. Term. Your access to the Beachbody LIVE website commences upon Your purchase and enrollment in an Instructor Training.  Your Beachbody LIVE Instructor status commences upon Your successful completion of an Instructor Training, and with respect to that Format only, will continue for twelve (12) consecutive months, unless earlier terminated by You or Beachbody in accordance with this Agreement (“Term”).  You may potentially extend the Term by purchasing a PRO Team membership for Your selected Format (for complete details, please visit https://www.beachbodylive.com/pro-team/).  Additionally, You may be subject to testing or other similar review and renewal processes by Beachbody on a yearly or other basis in Beachbody’s sole discretion to ensure that You remain up to date with, and knowledgeable about, the latest in Beachbody and Beachbody LIVE products and services.  Beachbody may, in its sole discretion: (a) change the duration of the Term, (b) define or modify any continuing education requirements, and/or (c) modify whether PRO Team membership satisfies all or part of the continuing education or other requirement for extending the Term.
    • Termination/Revocation. Your Beachbody LIVE Instructor status may be revoked or terminated immediately by Beachbody in the event that: (a) You breach any term, condition, or provision of this Agreement or fail to comply with Beachbody’s privacy policy and website terms of use (located at https://www.beachbodylive.com/privacy/  and https://www.beachbodylive.com/terms-of-use/, respectively); (b) You have not timely met any continuing education requirement required by Beachbody; or (c) Beachbody discontinues offering the Beachbody LIVE program or any applicable Format; provided, however, that if such revocation or termination is not by reason of Subsections (a) or (b) above, or for any other valid and good faith reason, Beachbody may issue You a refund in its sole discretion.
    • Effects of Termination/Revocation. With respect to any Format, upon termination of Your Beachbody LIVE Instructor status, You must immediately cease all instruction and promotional activities, including any and all use of the Logos and Beachbody Materials.
    1. Insurance. You must obtain, at Your own cost and expense, valid professional liability insurance to cover Your activities as a Beachbody LIVE Instructor, and Your policy must include “Beachbody, LLC and its affiliates and subsidiaries” as an additional insured. Beachbody does not and cannot offer or provide You with insurance. Since You are an independent contractor, You expressly acknowledge and agree that You are not insured under any of Beachbody’s insurance policies and waive any and all right to claim coverage of any kind thereunder.
    1. Representations and Warranties.
    • Your Representations and Warranties. You hereby represent and warrant that: (i) any advertising or promotional materials You use (other than those provided directly by Beachbody) do not infringe any intellectual property, personal, or other proprietary rights of any third party; (ii) You have the full authority to enter into this Agreement, and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties; (iii) You will comply with all applicable international, federal, state and local laws, rules, and regulations under this Agreement; and (iv) You have not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted under this Agreement.
    • Beachbody’s Representations and Warranties. Beachbody hereby represents and warrants that it: (i) has the full authority to enter into this Agreement; (ii) owns or has the right to grant the rights set forth in the Agreement; and (iii) Your use of the Format names and Logos in their original, unaltered form (as expressly authorized and provided to You by Beachbody) in accordance with the Agreement shall not violate or infringe the intellectual property, privacy or publicity rights of any third party.
    1. Indemnification. You agree to indemnify and hold harmless Beachbody, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys, or any person(s) or companies acting with its permission or authority, from any third-party claim, action, demand, loss, or damages (including attorneys’ fees) (“Claim”) arising from or relating to Your purchase of or participation in a Beachbody LIVE Instructor Training, any instruction, classes, activities, promotional activities or other services provided by You in connection with Beachbody LIVE, or Your violation of any rights of a third party. Beachbody will indemnify, defend, and hold You harmless from and against any third party Claim arising from a breach of Beachbody’s representations and/or warranties under Section 13.2.
    1. Assumption of Risk/Waiver. You understand and acknowledge that particular aspects of the Beachbody LIVE program, including Instructor Trainings and Your Beachbody LIVE Instructor activities, will include physical activity and use of equipment, and that there are certain risks associated with those activities and equipment, including risk of serious personal and/or bodily injury, death, or damage to or loss of property. You expressly and voluntarily assume all risks and, to the extent permitted by law, waive any and all actual or potential claims against Beachbody (including its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys, or any person(s) or corporation(s) acting with its permission or authority) arising from or related to Your participation, instruction, classes, or activities related to Beachbody LIVE, including but not limited to Your use of the Training Materials.
    1. Limitation of Liability.  TO THE EXTENT PERMITTED BY LAW, EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 7 OR 8 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE AMOUNT PAID BY YOU TO PURCHASE AND ENROLL IN THE BEACHBODY LIVE INSTRUCTOR TRAINING.  EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 7 OR 8 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    1. Your Relationship with Beachbody. You acknowledge and agree that purchasing or enrolling in an Instructor Training, or becoming a Beachbody LIVE Instructor, does not establish an employer/employee, partnership, franchise, agency, joint venture, or other similar relationship between You and Beachbody. You will not in any manner be eligible for, nor claim any right to, any health, retirement, bonus or other benefits provided by Beachbody to its own employees. Neither party shall have, nor represent itself as having, the authority to bind or commit the other party in any way, or to incur any liability in the name of or on behalf of the other party. You agree not to make any statements or take any actions that may confuse or mislead any person or entity regarding the nature of the relationship between You and Beachbody.
    1. Governing Law/Dispute Resolution. This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to choice of law or conflict of laws principles. In the event of a dispute arising out of or in any way relating to this Agreement or Beachbody LIVE (including but not limited to an Instructor Training), jurisdiction and venue shall be proper in the state or federal courts of the State of California, County of Los Angeles, and only in those courts.  The parties irrevocably waive any objections or defenses based on lack of personal jurisdiction, improper venue, or forum non conveniens. To the extent allowed by law, the parties waive their right(s) to a jury trial in any action arising out of or in connection with this Agreement and Beachbody LIVE.
    WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND BEACHBODY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, A COURT OR AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO A PROCEEDING. Opt-out.  You may elect to opt-out (exclude Yourself) from the waiver of class and representative proceedings specified in this Section by sending a written letter to Beachbody (i) within thirty (30) days of Your purchase of an Instructor Training, or (ii) no later than May 5, 2017 if You are an existing Beachbody LIVE Instructor as of April 1, 2017. Your written opt-out letter must include: (1) Your name, (2) Your mailing address, and (3) Your request to be excluded from the waiver of class and representative proceedings specified in this Section. Letters must be addressed to: Chief Legal Officer, c/o Beachbody, LLC, 3301 Exposition Blvd., Santa Monica, CA 90404. In the event that You opt-out consistent with the procedure set forth above, all other terms of this Agreement shall continue to apply.
    1. Assignment. Beachbody may assign, transfer, sublicense, or subcontract any of its rights or obligations under this Agreement at its sole discretion. You may not assign, transfer, license, sublicense, or subcontract any of Your rights or obligations under this Agreement.
    1. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be interpreted in a manner to give that provision as much effect as the law permits or severed from this Agreement, neither of which shall affect the validity and enforceability of any remaining provisions.
    1. No Waiver. Any waiver of any provision of this Agreement or of a party’s rights or remedies under this Agreement must be in writing signed by the party against which the waiver is sought to be enforced. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time is not a waiver of that party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party’s right to take subsequent action. Waiver of any provision shall not be deemed to waive a subsequent violation of the same provision or violation of any other provision. Any delay by Beachbody in exercising any right or remedy under this Agreement shall not operate as waiver of that right or remedy or affect its ability to subsequently exercise that right or remedy.
    1. Notices. All notices, requests, demands, and other communications given or made under this Agreement shall be in writing and shall be deemed received (i) on the same day if delivered in person, by same-day courier or by electronic mail transmission to the signatory or another person known to the parties to receive communications regarding the Agreement (provided transmission may be proved), (ii) on the next day if delivered by overnight mail or courier, or (iii) three (3) business days after the date of deposit in U.S. mail for delivery in the U.S. or seven (7) days if by international mail. Any of the parties to this Agreement may from time to time change such party’s address for receiving notice by giving written notice to the other party.
    • Notice to Beachbody. Notice to Beachbody regarding any matter except the waiver of class and representative proceedings specified in Section 18 above must be made in person or by mail or courier in a manner that permits the tracking and delivery of the notice.  Such notice shall be made to: Compliance Manager, c/o Beachbody, LLC, 3301 Exposition Blvd., Santa Monica, California 90404. Notice to Beachbody shall only be effective upon receipt and if receipt can be established.
    • Notice to You. Notice to You may be made to Your physical or electronic address as most recently recorded in Our system by You. You agree to keep Your contact information current and that notice by Us to the most recent address (physical or electronic) provided by You is deemed received the day it is sent, and You hereby waive any defense based on not receiving that notice if Your contact information is not current.
    1. Entire Agreement. This Agreement, together with Beachbody's privacy policy and website terms of use (located at https://www.beachbodylive.com/privacy/ and https://www.beachbodylive.com/terms-of-use/, respectively), constitute the entire agreement between the parties concerning the subject matter of this Agreement. The parties affirm that there are no side or collateral agreements, understandings, courses of dealing, or trade usages that modify, vary, explain, or supplement this Agreement and that no prior communications or documents constituted any agreement regarding the subject matter of this Agreement. You agree that Beachbody may add, delete, modify, revise, amend, or supplement this Agreement (“Amendments”) without notice or by providing notice to You at the main Beachbody LIVE website (www.BeachbodyLIVE.com) at any time and in Our sole discretion. You further agree that continuing to advertise or promote Yourself as a Beachbody LIVE Instructor, or conducting Beachbody LIVE classes, thirty (30) days after any such Amendments are posted constitutes Your acceptance of those Amendments. You agree to regularly check for notices of amendment and waive any defense to noncompliance with those Amendments based on not receiving notice. Where the provisions of this Agreement are contrary to or inconsistent with the provisions of any other agreement(s) between the parties, the provisions that control Your conduct will be those of the operative contract governing the particular activities. For example, if You are engaging in activities as an independent Team Beachbody Coach, the Team Beachbody Coach Policies and Procedures govern as to inconsistent provisions, and if You are engaging in Beachbody LIVE Instructor activities, this Agreement governs as to inconsistent provisions.
    Copyright © 2017 Beachbody, LLC. ALL RIGHTS RESERVED. Rev. 4/6/17 [1]Individuals between the ages of 16 and 17 are eligible to become Beachbody LIVE Instructors, but only if their parent or legal guardian also signs up to become a Beachbody LIVE Instructor and attends the same Instructor Training.
  • BEACHBODY® LIVE PRO TEAM TERMS AND CONDITIONS
    BEACHBODY® LIVE PRO TEAM

    BEACHBODY® LIVE PRO TEAM

    TERMS AND CONDITIONS

    Thank you for choosing Beachbody LIVE PRO Team (“PRO Team”).  By purchasing a PRO Team membership from Beachbody, LLC (collectively, “Beachbody,” “We,” “Our,” or “Us”), you (“You,” “Your,” or “Yourself”) agree to these PRO Team terms and conditions (the “Agreement”). Beachbody reserves the right to modify this Agreement at any time without notice to You, and the updated version of this Agreement will apply. If You do not agree to the terms and conditions of this Agreement, please do not purchase a PRO Team membership.
    1. PRO Team Overview. Beachbody currently offers PRO Team memberships for several of its Beachbody LIVE programs, including P90X® LIVE, Insanity® LIVE, Core De Force® LIVE, Country Heat® LIVE, and others (each, a “Format”).  Purchasing a PRO Team membership for a Format provides a number of benefits, including access to new routines, cues, music downloads, and other PRO Team exclusive content.  In order to purchase a PRO Team membership, You must be a Beachbody LIVE Instructor (please refer to the Beachbody LIVE terms and conditions for complete details, which can be found here), and You may only purchase a PRO Team membership for a Format in which You are an authorized Beachbody LIVE Instructor.  For example, if You are a Country Heat Instructor, You may purchase a Country Heat PRO Team membership, but You may not purchase a P90X PRO Team membership.
    1. PRO Team Content. Subject to the terms and conditions in this Agreement, as a PRO Team member for a specific Format, You will receive ongoing access to new Format-specific content including instructional videos, music, and choreography notes (“Rounds”) to help keep Your Beachbody LIVE classes fresh and exciting, as well as advertising and marketing materials including customizable business cards, email templates, Format logos, class passes, postcards and posters (“Advertising Materials,” and, collectively with the Rounds, the “PRO Team Content”).  New Rounds will be made available by Beachbody on a bi-monthly basis (i.e., every two (2) months), while other materials including, but not limited to, general educational and instructional articles and videos will be made available more frequently, at Beachbody’s discretion.  PRO Team Content is available via digital download only.  As a PRO Team member, You will receive access to the current Round at the time of signup, as well as Rounds that are released thereafter until Your PRO Team membership is suspended, cancelled, or terminated under this Agreement.  Beachbody may, in its sole discretion, make previous Rounds available for purchase, but does not guarantee such availability.
    1. Term. Your access to PRO Team commences upon Your purchase of a PRO Team membership and will continue for an initial period of two (2) consecutive months, after which Your subscription will automatically renew each month at the then-current PRO Team membership fee unless earlier terminated by You or Beachbody in accordance with this Agreement (“Term”).  Beachbody may, in its sole discretion: (a) change the duration of the Term, and/or (b) increase or decrease PRO Team subscription prices, which will be effective following prior notice to You and upon the following Term.  By continuing to maintain Your PRO Team membership into the following Term, You are expressly agreeing to such revised terms and pricing.
    • Beachbody LIVE Instructor Status. You may potentially extend the length of Your Beachbody LIVE Instructor status for a particular Format by being a PRO Team member for that Format, subject to the terms and conditions herein.  If You are a PRO Team member for a Format when Your Beachbody LIVE Instructor status for that Format expires (please refer to the Beachbody LIVE Terms and Conditions for details), and You are current with all PRO Team membership fees and in good standing as a Beachbody LIVE Instructor, then Your Instructor status for that Format will automatically extend for as long as You remain a PRO Team member for that Format.  If You are not an active PRO Team member for a Format when Your Instructor status for that Format expires, then You will no longer be authorized as a Beachbody LIVE Instructor for that Format.  For example, if You are a Country Heat PRO Team member at the end of Your 12-month Country Heat Instructor status period, Your Country Heat Instructor status will remain active unless and until You cancel, or Beachbody terminates, Your Country Heat PRO Team membership.
     
    1. Suspension/Cancellation/Termination of Your PRO Team Membership.
     
    • Suspending Your PRO Team Membership. You may voluntarily suspend Your PRO Team membership for up to two (2) consecutive months by contacting Beachbody LIVE customer service (please see the “Contact Us” link at the bottom of the Beachbody LIVE website).  If You suspend Your PRO Team membership for any length of time, You may not do so again for a period of twelve (12) months thereafter.  While Your PRO Team membership is suspended, You will not be billed for the monthly PRO Team membership fee.
    • Cancellation of Your PRO Team Membership. You may cancel Your PRO Team membership at any time by contacting Beachbody LIVE customer service.  There is no fee to cancel Your PRO Team membership.  Cancellation will become effective immediately upon Beachbody’s processing of Your cancellation, and You will not receive a refund on any fees associated with Your cancelled PRO Team membership.
    • Termination of Your PRO Team Membership. Your PRO Team membership may be revoked or terminated immediately by Beachbody in the event that: (a) You breach any term, condition, or provision of this Agreement or fail to comply with Beachbody’s privacy policy and website terms of use (located at https://www.beachbodylive.com/privacy/  and https://www.beachbodylive.com/terms-of-use/, respectively); or (b) Beachbody discontinues offering PRO Team, the Beachbody LIVE program, or any applicable Format; provided, however, that if such revocation or termination is not by reason of Subsections (a) or (b) above, or for any other valid and good faith reason, Beachbody may issue You a refund in its sole discretion.
    • Effects of Cancellation or Termination of Your PRO Team Membership. With respect to any Format, upon suspension, cancellation or termination of Your PRO Team membership, You must immediately delete and cease all use of the PRO Team Content and Beachbody Materials.
     
    1. Ownership of Intellectual Property. You acknowledge and agree that Beachbody is and at all times will be the sole owner of (a) all trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information Beachbody owns and/or uses on or in connection with its products, services, and/or business, including but not limited to the Formats and PRO Team Content that may be provided to or accessible by You (collectively, “Beachbody Intellectual Property”); and (b) all DVDs, CDs, products, advertisements, promotional or marketing materials, still and moving images, audio, music, and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials Beachbody owns and/or uses on or in connection with its products, services, and/or business including the Formats and PRO Team Content (collectively, with the Beachbody Intellectual Property, the “Beachbody Materials”). You acknowledge and agree that Beachbody is and at all times has been and will be the sole and exclusive owner of all rights in and to the Beachbody Materials, including any goodwill arising from any use thereof. You agree not to do anything inconsistent with Beachbody’s sole and exclusive ownership of the Beachbody Materials. Nothing in this Agreement shall be construed as a transfer or assignment of any rights to You. Any and all use by You of the Beachbody Materials shall inure to the sole benefit of Beachbody. You agree that You will not make any modification to any Beachbody Materials, or use, exploit, share, distribute, or exhibit any Beachbody Materials except as expressly authorized in this Agreement.
    1. Limited License; Restrictions.  Your limited license under this Section is effective on the day You become a PRO Team member and ends when You are no longer a PRO Team member.  For each applicable Format, if You are a PRO Team member, current with all membership fees, in good standing, and remain in compliance with the terms and conditions in this Agreement and any applicable laws, rules, and regulations, Beachbody grants You a personal, nontransferable, revocable, limited, nonexclusive, and non-sublicensable license during the Term to use the PRO Team Content in the manner set forth in this Section; any other use of the PRO Team Content is strictly prohibited.  Failure to comply with this Section is subject to disciplinary action which may include the immediate termination of Your Beachbody LIVE Instructor status and/or PRO Team membership.
    • Permitted Advertising and Use of the PRO Team Content.
    (i)         Printed Materials and Email.  You may use the Advertising Materials for the sole purpose of promoting Yourself as a Beachbody LIVE Instructor, Your classes or activities, or Beachbody’s products or services.  When sending any electronic mail communication, You must adhere to all applicable laws, rules and regulations governing email advertising and marketing, including, without limitation, the U.S. Federal CAN-SPAM Act and the Canadian Anti-Spam Legislation. (ii)        Websites; Social Media Pages. You may use any Format name or Format logo provided to You by Beachbody or an authorized licensee on Your personal website(s) and social media page(s) to the extent such use promotes You as a Beachbody LIVE Instructor or promotes Your Beachbody LIVE classes or activities, under the following guidelines:
    • Trademark Notice. All uses of a Format name or Format logo on websites and social media pages must include the proper trademark indicia (™ or ®), as well as a trademark notice in the following form: “[Format name] is a trademark of Beachbody, LLC, used under license.” You may not use any Format name or Format logo in combination with any other trademarks, service marks, or other terms unless approved in writing by Beachbody.
    • Ownership Notice. You must clearly and conspicuously state that Your website is owned by You (e.g., Suzy Trainer or Fitness Gym) and not owned, created, maintained, or endorsed by Beachbody, LLC.
    • Link to the official Beachbody LIVE website. Your website should include a prominent hyperlink on the home page to the official Beachbody LIVE website, BeachbodyLive.com.
    (iii)       Promotional Videos. You may create promotional Internet videos of up to five (5) minutes in length which feature You conducting a Beachbody LIVE class in Your authorized Format solely for the purpose of promoting Yourself as a Beachbody LIVE Instructor and Your classes and activities, subject to the following terms and conditions:
    • Releases. You shall not include any other person in Your video unless You have obtained a liability and publicity release from such person(s).
    • Title. If You use a title for Your video, then the title must be “[Format name] class with [Your name],” g., Cize LIVE with Suzy Smith.
    • Live Online Instruction. You may conduct live online instruction of Your Beachbody LIVE classes provided that You have received express written permission from Beachbody prior to doing so.
    (iv)       Music.   Any music that You receive from Beachbody may only be played during Your Beachbody LIVE classes and only for the Format(s) specified by Beachbody; all other use is strictly prohibited.  You are responsible for obtaining all necessary third-party rights and licenses to use any music on Your website(s), social media page(s) or other channel(s), or in Your live classes.  Furthermore, if You are conducting live classes, it is Your responsibility to ensure that the applicable venue has obtained a valid public performance music license (for more information, please contact the appropriate music licensing authority in Your jurisdiction). You acknowledge and agree that You, and not Beachbody, will be fully responsible and liable for Your unauthorized and/or improper use of any music, including any music You receive from Beachbody. (v)        Television Advertising.  You may not use any PRO Team Content in television advertising without obtaining Beachbody’s prior written consent (which Beachbody may withhold in its sole and absolute discretion). (vi)       News Coverage.  You may promote Yourself as a Beachbody LIVE Instructor or Your Beachbody LIVE classes and activities through live news coverage or print news media, such as newspapers and magazines, by any mainstream news organization or print publisher; provided, however, that with respect to live news coverage, such coverage shall not include more than ten (10) minutes of Beachbody LIVE fitness classes without Beachbody’s prior express written consent. You must notify Beachbody of any such news coverage or promotion and, if possible, provide Beachbody with a copy of the article or the footage for such news coverage, as appropriate. (vii)      Sales of Genuine Beachbody Products.  If You purchase genuine Beachbody products directly from Beachbody which Beachbody has authorized for resale, You may use the Format names and Format logos in accordance with this Agreement to identify and promote the retail sale of such products. (viii)  Merchandise/Apparel for Personal Use Only.  You are permitted to use Format names and Format logos on apparel and merchandise, provided that You first submit Your intended design to Compliance at Compliance@Beachbody.com for review and approval.  If Your submission is approved, any such approved apparel or merchandise must be for personal use only—You may not sell, market, offer or give away any apparel or merchandise that You have created.
    • General Rules and Restrictions. Your advertising activities and use of any Advertising Materials are subject to the following requirements and restrictions:
    (i)         No Alterations or Modifications. Unless expressly approved by Beachbody in advance, You may not alter or modify the form or appearance of any Format name or the Advertising Materials.  Additionally, You may not conduct any Beachbody LIVE classes that do not follow the overall principles, structure, and integrity of each applicable Format’s workouts (including any content featured in a Round), unless otherwise authorized and instructed by Beachbody. Although each Format need not be followed precisely, each particular workout should be taught or instructed using the principles and structure of the applicable Format’s workouts. (ii)        No Unauthorized Reproduction or Distribution.  You agree not to copy, reproduce, duplicate, create derivative works of, distribute, sell, or otherwise disseminate any Beachbody Materials (including but not limited to the PRO Team Content) that You obtain by becoming a PRO Team member. (iii)       No Use of the Format Names or Advertising Materials Other Than to Promote Beachbody LIVE Classes.  Except as expressly permitted in this Agreement, You may not use any of the Format names or Advertising Materials for purposes of promoting any workshop, training, instruction, choreography session, or other activity (e.g., an exhibition at a convention or trade show).
    1. Acknowledgement. By purchasing a PRO Team membership, You hereby understand, acknowledge, and agree that Beachbody does not guarantee any level of success or income generated by or in connection with the Beachbody LIVE program or being a Beachbody LIVE Instructor or PRO Team Member.
           
    1. Representations and Warranties.
    • Your Representations and Warranties. You hereby represent and warrant that: (i) any advertising or promotional materials You use (other than those provided directly by Beachbody) do not infringe any intellectual property, personal, or other proprietary rights of any third party; (ii) You have the full authority to enter into this Agreement, and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties; (iii) You will comply with all applicable international, federal, state and local laws, rules, and regulations under this Agreement; and (iv) You have not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted under this Agreement.
    • Beachbody’s Representations and Warranties. Beachbody hereby represents and warrants that it: (i) has the full authority to enter into this Agreement; (ii) owns or has the right to grant the rights set forth in the Agreement; and (iii) Your use of the Format names and Format logos in their original, unaltered form (as expressly authorized and provided to You by Beachbody) in accordance with the Agreement shall not violate or infringe the intellectual property, privacy or publicity rights of any third party.
    1. Indemnification. You agree to indemnify and hold harmless Beachbody, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys, or any person(s) or companies acting with its permission or authority, from any third-party claim, action, demand, loss, or damages (including attorneys’ fees) (“Claim”) arising from or relating to Your purchase of a PRO Team membership, any instruction, classes, activities, promotional activities or other services provided by You in connection with Beachbody LIVE, or Your violation of any rights of a third party. Beachbody will indemnify, defend, and hold You harmless from and against any third party Claim arising from a breach of Beachbody’s representations and/or warranties under Section 8.2.
    1. Limitation of Liability.  TO THE EXTENT PERMITTED BY LAW, EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 5 OR 6 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE AMOUNT PAID BY YOU TO PURCHASE THE PRO TEAM MEMBERSHIP.  EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 5 OR 6 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    1. Governing Law/Dispute Resolution. This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to choice of law or conflict of laws principles. In the event of a dispute arising out of or in any way relating to this Agreement or Beachbody LIVE (including but not limited to PRO Team), jurisdiction and venue shall be proper in the state or federal courts of the State of California, County of Los Angeles, and only in those courts.  The parties irrevocably waive any objections or defenses based on lack of personal jurisdiction, improper venue, or forum non conveniens. To the extent allowed by law, the parties waive their right(s) to a jury trial in any action arising out of or in connection with this Agreement.
    WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND BEACHBODY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, A COURT OR AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO A PROCEEDING. Opt-out.  You may elect to opt-out (exclude Yourself) from the waiver of class and representative proceedings specified in this Section by sending a written letter to Beachbody (i) within thirty (30) days of Your purchase of a PRO Team membership, or (ii) no later than May 5, 2017 if You are an existing PRO Team member as of April 1, 2017. Your written opt-out letter must include: (1) Your name, (2) Your mailing address, and (3) Your request to be excluded from the waiver of class and representative proceedings specified in this Section. Letters must be addressed to: Chief Legal Officer, c/o Beachbody, LLC, 3301 Exposition Blvd., Santa Monica, CA 90404. In the event that You opt-out consistent with the procedure set forth above, all other terms of this Agreement shall continue to apply.
    1. Assignment. Beachbody may assign, transfer, sublicense, or subcontract any of its rights or obligations under this Agreement at its sole discretion. You may not assign, transfer, license, sublicense, or subcontract any of Your rights or obligations under this Agreement.
    1. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be interpreted in a manner to give that provision as much effect as the law permits or severed from this Agreement, neither of which shall affect the validity and enforceability of any remaining provisions.
    1. No Waiver. Any waiver of any provision of this Agreement or of a party’s rights or remedies under this Agreement must be in writing signed by the party against which the waiver is sought to be enforced. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time is not a waiver of that party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party’s right to take subsequent action. Waiver of any provision shall not be deemed to waive a subsequent violation of the same provision or violation of any other provision. Any delay by Beachbody in exercising any right or remedy under this Agreement shall not operate as waiver of that right or remedy or affect its ability to subsequently exercise that right or remedy.
    1. Notices. All notices, requests, demands, and other communications given or made under this Agreement shall be in writing and shall be deemed received (i) on the same day if delivered in person, by same-day courier or by electronic mail transmission to the signatory or another person known to the parties to receive communications regarding the Agreement (provided transmission may be proved), (ii) on the next day if delivered by overnight mail or courier, or (iii) three (3) business days after the date of deposit in U.S. mail for delivery in the U.S. or seven (7) days if by international mail. Any of the parties to this Agreement may from time to time change such party’s address for receiving notice by giving written notice to the other party.
    • Notice to Beachbody. Notice to Beachbody regarding any matter except the waiver of class and representative proceedings specified in Section 18 above must be made in person or by mail or courier in a manner that permits the tracking and delivery of the notice.  Such notice shall be made to: Compliance Manager, c/o Beachbody, LLC, 3301 Exposition Blvd., Santa Monica, California 90404. Notice to Beachbody shall only be effective upon receipt and if receipt can be established.
    • Notice to You. Notice to You may be made to Your physical or electronic address as most recently recorded in Our system by You. You agree to keep Your contact information current and that notice by Us to the most recent address (physical or electronic) provided by You is deemed received the day it is sent, and You hereby waive any defense based on not receiving that notice if Your contact information is not current.
    1. Entire Agreement. This Agreement, together with Beachbody's privacy policy and website terms of use (located at https://www.beachbodylive.com/privacy/ and https://www.beachbodylive.com/terms-of-use/, respectively), constitute the entire agreement between the parties concerning the subject matter of this Agreement. The parties affirm that there are no side or collateral agreements, understandings, courses of dealing, or trade usages that modify, vary, explain, or supplement this Agreement and that no prior communications or documents constituted any agreement regarding the subject matter of this Agreement. You agree that Beachbody may add, delete, modify, revise, amend, or supplement this Agreement (“Amendments”) without notice or by providing notice to You at the main Beachbody LIVE website (www.BeachbodyLIVE.com) at any time and in Our sole discretion. You further agree that continuing to advertise or promote Yourself as a Beachbody LIVE Instructor, or conducting Beachbody LIVE classes, thirty (30) days after any such Amendments are posted constitutes Your acceptance of those Amendments. You agree to regularly check for notices of amendment and waive any defense to noncompliance with those Amendments based on not receiving notice. Where the provisions of this Agreement are contrary to or inconsistent with the provisions of any other agreement(s) between the parties, the provisions that control Your conduct will be those of the operative contract governing the particular activities. For example, if You are engaging in activities as an independent Team Beachbody Coach, the Team Beachbody Coach Policies and Procedures govern as to inconsistent provisions, and if You are engaging in Beachbody LIVE Instructor activities, this Agreement governs as to inconsistent provisions.
    Copyright © 2017 Beachbody, LLC. ALL RIGHTS RESERVED. Rev. 4/6/17