STUDENT MEMBERSHIP AGREEMENT
TERMS & CONDITIONS

STUDENT MEMBERSHIP AGREEMENT

THIS STUDENT MEMBERSHIP AGREEMENT AND TERMS & CONDITIONS (hereinafter referred to collectively as the “Agreement”) is made and entered into as of the date that the Agreement is signed and executed, between the undersigned STUDENT (hereinafter referred to as the STUDENT) and SALSA MIA, LLC (hereinafter referred to as SALSA MIA or SM). This Agreement and the covenants and clauses set forth herein shall be deemed retroactive and applicable as of the first date that the STUDENT attended a SM event and a relationship was formed between the STUDENT and SM. In consideration of the covenants and conditions hereinafter set forth, SM and the STUDENT agree as follows:

RIGHTS & RESPONSIBILITIES

1.    SM shall provide STUDENTS with dance instruction;

2.    SM reserves the exclusive right in its sole discretion to advance the STUDENT through the various levels of dance lessons based on the instructor evaluations of the STUDENT’S personal advancement and ability to perform the dance moves  taught in the syllabus;

3.    SM reserves the exclusive right AND in its sole discretion (without notice) to change the:
pricing pertaining to dance lessons, workshops and/or events;
syllabus pertaining to dance lessons, workshops and/or events;
venue where dance lessons, workshops and/or events are offered;
times and dates when lessons, workshops and/or events are offered; and
terms and conditions set forth herein without notice to the STUDENT.

4.    SM reserves the exclusive right in its sole discretion to revoke the STUDENT’S membership without refund for inappropriate behavior or a violation of the terms and conditions set forth herein.

5.    SM does not provide any guarantees as to the quality of services rendered or the STUDENT’S satisfaction.

6.    STUDENT acknowledges that all funds paid to SM are NONREFUNDABLE and earned upon receipt.  STUDENT is not entitled to a refund for cancellations of workshops or events, or due to changes as outlined herein.

Reporting

1.    An Independent Contractor (hereinafter referred to as an “IC”) acting as dance instructor on behalf of SM shall verbally report to an officer or agent of SM on a class-by-class basis as to the status of the STUDENT’S progress through the various levels of dance lessons.  SM reserves the exclusive right in its sole discretion to veto the report of any IC.

2.    STUDENT agrees to immediately report to an officer of SM any dangerous conditions or inappropriate behavior on the part of a STUDENT, participant or IC. 

Term
This Agreement shall commence on the date executed, and shall apply retroactively to the date of the STUDENT’S first lesson.  The company SM may in its sole discretion terminate or change the terms and conditions of this Agreement at anytime without notice to STUDENT.  This Agreement to render services by SM to STUDENT may be terminated at any time and in the sole discretion of SM and without further obligation to the STUDENT in the event that SM deems that the STUDENT has acted inappropriately and/or that STUDENT has violated the terms and conditions of this Agreement as set forth herein.  Termination of this Agreement or termination of services shall not affect the provisions of the NON-COMPETE, NON-SOLICIT and NON-RECRUIT clauses contained herein, or any other applicable provision hereof, which shall survive any termination.

Payment
STUDENT agrees to pay SM for a Membership which allows the STUDENT access to instructional dance lessons taught by an IC under the terms and conditions of this Agreement.
   

• PRICING: The pricing listed on the Salsa Mia website is subject to change in Salsa Mia’s sole discretion.

• NONTRANSFERABLE: memberships are nontransferable and STUDENT balances may not be transferred to another account. Memberships are for the sole use of the person whom they were purchased for originally.

• NONREFUNDABLE: Fees paid to SM for prepaid memberships, packages, private lessons, workshops or otherwise are nonrefundable and earned upon receipt, even if membership are revoked or cancelled.

• CANCELLATION: Member must cancel group class reservations or private lesson appointments 48 hours in advance or agrees to forfeit payment. Workshop reservations, private lesson reservations and all sales are final. Salsa Mia does not provide parking. Salsa Mia is not responsible for parking and no-shows for appointments due to parking problems, dinner running late or any other reason. Please come early to allow time for parking and check-in to your classes.

• REVOCABLE: SM reserves the right in its sole discretion and without notice to the STUDENT to revoke a STUDENT’S membership for breaching the terms and conditions of this Agreement or for behavior that SM deems inappropriate.

• AUTO-DEBIT TERMS: Monthly dues will be billed to the credit card on file if you have purchases a monthly membership. Member agrees to be billed for the full period specified in this Agreement. First and last month of auto-debit membership contracts are due upon signing.

• PENALTIES: Member will be charged a late fee of $50 for any payment declined or returned for insufficient funds or any other reason. In the event of a Chargebacks or Stop Payment, STUDENT shall be liable to SM for treble damages for the amounts charged back or where payment was stopped, in addition to attorneys’ fees and court costs in enforcing this Agreement.  Furthermore, SM shall also be entitled to all other applicable forms of recovery under applicable law.

• PERSONAL EFFECTS: Salsa Mia is not responsible for personal belongings under any circumstances.

• LIABILITY WAIVER: the STUDENT acknowledges that SM programs involve an inherent risk of physical injury and assumes full responsibility for participation waiving any claim or right of action against SM including loss, claims, expenses, liabilities, damages or legal fees incurred by the STUDENT or to STUDENT’S property.

• POLICY CHANGE: SM reserves the right in its sole discretion to change the above policies without notice, which does not entitle the STUDENT to a refund under any circumstances.

• ACKNOWLEDGMENT: By signing this Agreement, STUDENT agrees that purchases of classes, packages, workshops, events, private lessons or memberships are governed by the terms and conditions herein, in addition to any terms and conditions which may be added from time-to-time by SM without any obligation of notice to STUDENT.  These additional terms shall be listed on SM’s website and STUDENT acknowledges that they agree to these added terms and that they have a continuing obligation to stay abreast of changes in said added terms.

• PROMOTIONS: 1 promotion per new customer.

• PRIVATE LESSONS: Private lessons are normally scheduled on Wednesdays, Fridays and Sundays at 6:00 and 7:00 pm by appointment and availability of instructor. All sales are final.

   

  CLASS RULES & PASSING LEVELS:
  Dancing is fun and at Salsa Mia we want you to have the most fun possible while learning to dance and making new friends. There is always a set of rules to follow in any social environment and all students will benefit equally.
  
  Be on time. Each time you join a class already in progress, the class is interrupted and the instructor has to start over to catch you up. Keep in mind that you are part of a group, and a group needs to work together. You are paying for the class and so are others. *If you are late, you will need to take one level lower than your normal class for the night out of courtesy to the people who were on time.
  
  Respect your classmates and your instructor. Pay attention when he or she is teaching. Don’t be on your cell phone. Don’t sit down or wander around the room. Actively participate and get the most out of your class. If for some reason you cannot continue, quietly apologize and leave and go to the side. Do not talk and distract other students still participating in the class. When you go back to the class enter quietly and resume.
  
  Passing Levels. We have a passing system, but sometimes that is also an honor system because we have a rotation of instructors. We will start each class with a warm-up song. In the first song, the instructors will call steps from all of the lower levels back to back to see if their students are in the right level. The instructor will be observing and evaluating the progress of each student during this song. When the song ends, the instructor will make necessary adjustments to his or her level and let each student know where to go. If you need individual help, the instructors are always available at 8:00 pm for questions and to test people.

  Energy. Dance with a smile and lots of energy. The group will feed off of everyone’s enthusiasm.

  PASSING CARDS
  You will receive a Salsa Mía Passing card when you register for the classes. Each time you come to take a class, bring your card with you and present it at registration to get the wristband for your level. The instructors will sign off on your card each time you are ready to be passed to the next level. This enables you to advance at your own pace. Each level has specific steps and turns assigned to it so you will stay in each level until you master everything on the syllabus here below.

  PASSING SYSTEM

  • Relax and have fun! If you can do the basic steps well, everyone will want to dance with you!

  • Testing is done at 8:00 pm any Wednesday, Friday or Sunday.

  • Instructors will let you know when you are ready to progress to the next level.

  • Students cannot change levels without permission of the instructor nor in the middle of a class.

  • Know: names and hand signals for each step in each level up through the one you are in.

  • Be able: to dance each step using entire body, feet & arms - all moving together properly.  

  • Be able: to dance each step on time to the music.

  • Be able: to dance all steps in combination with all other steps you have learned in previous levels.

RELEASE AND WAIVER OF ROYALTIES AND CLAIMS: PHOTOS, VIDEOS, RECORDINGS & IMAGES
STUDENT hereby gives SM, its assigns, licensees and legal representatives the irrevocable right to use STUDENT’S name, photograph, image, audio recording, video recording, and likeness (“My Image”) in all forms and manner including but not limited to publication on Internet Web Sites, broadcasts and any other publications or videos as released to or by SM. STUDENT understands that SM cannot control unauthorized use of My Image by persons not associated with SM once My Image has been published. STUDENT hereby forever waives any right to inspect or approve any publication of My Image by SM. STUDENT has carefully reviewed and understands the above provisions and agrees to be bound by them. STUDENT voluntarily and irrevocably gives his/her consent and agrees to this Release and Waiver.  STUDENT further waives any right to any compensation or royalties for the use of these images by SM.  STUDENT also waives any invasion of privacy claims and/or any and all claims for damages associated with My Image being published publicly. As provided above, this Agreement and the covenants and clauses set forth herein shall be deemed retroactive and applicable as of the first date that a relationship was formed between the STUDENT and SM (i.e., as of the first date the student attended a lesson, event, workshop, or function of SM).  As such, this release and waiver of royalties and claims as to photos, videos, recordings and images shall be deemed a retroactive waiver.
 
ACCIDENT WAIVER & LIABILITY RELEASE
I HEREBY ASSUME ALL OF THE RISKS OF PARTICIPATING AND/OR VOLUNTEERING IN THIS SM EVENT, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the persons or entities being released (SM), from dangerous or defective equipment or property owned, maintained, or controlled by them, or because of their possible liability without fault.
  
I certify that I am physically fit, have sufficiently prepared or trained for participation in the activity or event, and have not been advised to not participate by a qualified medical professional. I certify that there are no health-related reasons or problems which preclude my participation in this activity or event.
 
I acknowledge that this Accident Waiver and Release of Liability Form will be used by the event holders (SM), sponsors, and organizers of the activity or event in which I may participate, and that it will govern my actions and responsibilities at said activity or event.
 
In consideration of my application and permitting me to participate in this event, I hereby take action for myself, my executors, administrators, heirs, next of kin, successors, and assigns as follows:
 
(A)    I WAIVE, RELEASE, AND DISCHARGE from any and all liability, including but not limited to, liability arising from the negligence or fault of the entities or persons released, for my death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to me including my traveling to and from this event, THE FOLLOWING ENTITIES OR PERSONS: SM and/or their directors, officers, employees, volunteers, representatives, and agents, the activity or event holders, the venue, activity or event sponsors, activity or event volunteers or any and all IC instructors or participants;
   

(B)    I INDEMNIFY, HOLD HARMLESS, AND PROMISE NOT TO SUE the entities or persons mentioned in this paragraph from any and all liabilities or claims made as a result of participation in this activity or event, whether caused by the negligence of release or otherwise.

  
I acknowledge that SM and their directors, officers, volunteers, representatives, and agents are NOT responsible for the errors, omissions, acts, or failures to act of any party or entity conducting a specific event or activity on behalf of SM.

I acknowledge that this activity or event may involve a test of a person’s physical and mental limits and may carry with it the potential for death, serious injury, and property loss. The risks may include, but are not limited to, those caused by terrain, facilities, temperature, weather, condition of participants, equipment, vehicular traffic, actions of other people including, but not limited to, participants, volunteers, spectators, coaches, event officials, and event monitors, and/or producers of the event, and lack of hydration. These risks are not only inherent to participants, but are also present for volunteers.

I hereby consent to receive medical treatment which may be deemed advisable in the event of injury, accident, and/or illness during this activity or event.

I understand that at this event or related activities, I may be photographed. I agree to allow my photo, video, or film likeness to be used for any legitimate purpose by the event holders, producers, sponsors, organizers, and assigns.
 
The accident waiver and release of liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.
 
HOLD HARMLESS
I, as a STUDENT, agree to indemnify, defend, and hold harmless SM and its officers, directors, agents, and employees from and against any and all demands, claims, and damages to persons or property, losses and liabilities, including reasonable attorney's fees, arising out of or caused by my negligence or willful misconduct.
 
NON-SOLICIT
I, as an STUDENT of SALSA MIA, shall not, during this Agreement or during the applicable restricted period thereafter (in accordance with the NON-COMPETE clause herein) , either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers, venues, instructors or other independent contractors of SM on whom I became acquainted with during the terms of this Agreement, either for my own benefit, or for the benefit of any other person, firm, corporation or organization.
 
NON-RECRUIT
I, as STUDENT of SALSA MIA, shall not, during this Agreement or during the applicable restricted period thereafter (in accordance with the NON-COMPETE clause herein), either directly or indirectly, recruit any of SM’s customers or students, venues, employees, instructors or other independent contractors, for the purpose of outside business in direct or indirect competition with SM’s core business or events.
 
NON-COMPETE
FOR GOOD CONSIDERATION, and in consideration for being allowed to take lessons or participate in an event hosted by SM, I, the undersigned, hereby agree that during my relationship with SM, i.e., during my participation in SM events and/or workshops, I shall NOT COMPETE with the business of the company SM, or its successors or assigns.

The term non-compete or not compete as used in this agreement means that I shall not directly or indirectly engage in acts that would be harmful to SM’s core business. I shall not engage in any competitive acts that may work towards the economic detriment of SM.  I shall not promote competing events or venues, nor shall I work for other similar dance venues or events during the pendency of my relationship with SM.

This non-compete agreement shall remain in full force and effect during the term of the STUDENT’S relationship with SM.  This applicability of this non-compete agreement shall be restricted to actions taken during SM events or workshops, or actions taken outside of these SM events that would deteriorate SM’s client-base or work towards the economic detriment of SM.

SEVERABILITY

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
 
NO ORAL AGREEMENTS
The parties agree that this Agreement constitutes the entire agreement of the parties, that this Agreement supersedes any prior understandings or agreements between them, and that there are no representations, warranties, or oral agreements other than those expressly set forth herein.

NO WAIVER OF BREACH
The failure of a party to insist on strict performance of any provision of this Agreement shall not be construed to constitute a waiver of a breach of any other provision or of a subsequent breach of the same provision.

APPLICABLE LAW, CONSENT TO JURISDICTION & FORUM SELECTION

This Agreement in its entirety shall be construed under the laws of the State of Florida. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of MIAMI-DADE, State of FLORIDA. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of San Francisco, State of California shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

TRADEMARK & COPYRIGHT
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