TERMS & CONDITIONS & LIABILITY WAIVER
THIS STUDENT MEMBERSHIP AGREEMENT AND TERMS & CONDITIONS
(hereinafter referred to collectively as the ďAgreementĒ) 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 SOUTH BEACH LLC with DBA as Salsa Mia (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 SALSA MIA 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
shall provide STUDENTS with dance instruction;
2. SM reserves the exclusive
rights in its sole discretion to advance
the STUDENT through the various levels of dance lessons based on the
instructor evaluations of the STUDENTíS personal advancement and ability
3. 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
4. SM reserves the exclusive rights 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;
venues 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.
This Agreement shall commence on the date
executed, and shall apply retroactively to the date of the STUDENTíS
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.
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 Miaís 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
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. Please see your email receipt or check
your online account for package expiration dates. All classes may be
taken at any class time available up through the date of expiration.
Class days, times and venues are subject to change and availability.
Please plan to arrive early to park and sign in.
CANCELLATION: Student may cancel or
reschedule appointments up to 48 hours in advance online through
Salsa Mia's MindBody system or agrees to forfeit payment. As long as
the cancellation is made 48 hours in advance; class credits may be
used any time classes are offered up until the expiration date
indicated on the receipt. Salsa Mia is not responsible for students
arriving late or no-shows due to parking, dinner running late,
illness, change in plans, late flights, change in travel plans or
any other reason. When making a reservation the student is holding a
spot in a class with limited space and therefore responsible for
payment for that spot.
REVOCABLE: SM reserves the Salsa Mia in its sole discretion
and without notice to the STUDENT to revoke a STUDENTíS 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 attorneysí fees and court
costs in enforcing this Agreement. Furthermore, SM shall also
be entitled to all other applicable forms of recovery under
PERSONAL EFFECTS: Salsa Mia is not responsible for
personal belongings under any circumstances.
LIABILITY WAIVER: the STUDENT acknowledges that
programs involve an inherent risk of physical injury and assumes full
responsibility for participation waiving any claim or rights of action
against SM including loss, claims, expenses, liabilities, damages or
legal fees incurred by the STUDENT or to STUDENTíS 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 SMís 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 by
appointment and availability of instructor. All sales are final.
RELEASE AND WAIVER OF ROYALTIES AND CLAIMS: PHOTOS,
VIDEOS, RECORDINGS & IMAGES
gives SM and venues, its assigns, licensees and legal representatives the
irrevocable right to use STUDENTíS name, photograph, image, audio
recording, video recording, and likeness (ďMy ImageĒ) 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
and it's venues.
STUDENT understands that SM cannot control unauthorized use of My
Image by persons not associated with SM or venues once My Image has
been published. STUDENT hereby forever waives any riSMt to inspect or
approve any publication of My Image by SM or venues. 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 or our venues. 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:
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, all venues (including Mango's
Tropical Cafe), activity or event sponsors,
activity or event volunteers or any and all IC instructors or
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 personís 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
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
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.
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.
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 SMís customers or students, venues, employees, instructors or
other independent contractors, for the purpose of outside business in
direct or indirect competition with SMís core business or events.
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
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 SMís 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
This non-compete agreement shall remain in full force and effect during
the term of the STUDENTíS 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 SMís client-base or work towards the economic
detriment of SM.
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
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
NO WAIVER OF BREACH
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 rights 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
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