InstruMix Licensing Agreement
License Agreement (“Agreement”) is entered into between InstruMix LLC (“InstruMix”), and you (“Instructor”), and is effective as of Instructor’s date of enrollment in the InstruMix Instructor Network (“IM-IN”) (“New Instructor Effective Date) InstruMix and Instructor are referred to singularly as a “Party” and collectively as the “Parties.”
InstruMix owns the InstruMix IP (as that term is defined below) and uses the InstruMix IP in connection with educational services in the field of dance-fitness (“Services”). Instructor has completed an official InstruMix instructor training and desires to become an IM-IN member and make use of the InstruMix IP. IM-IN membership is open only to individuals; a business, organization, company or other entity, including a gym, cannot be an IM-IN member.
In consideration of the foregoing, the mutual promises set forth below, and Instructor’s subscription to the IM-IN program, the Parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
1.1. Initial Term & Term. The initial term is for a period to be set by InstruMix and shall begin from the New Instructor Effective Date. The Initial Term can be found on InstruMix.com. Following the Initial Term, the Agreement automatically renews for indefinite successive one-month periods unless InstruMix terminates the Agreement or Instructor cancels his/her membership pursuant to InstruMix’s cancellation policy (“Term”).
1.2. InstruMix Marks. Means certain word trademarks and/or service marks owned by InstruMix, including InstruMix®, InstruMix Fitness™,
1.3. InstruMix Specialty Marks. Means certain specialty word trademarks and/or service marks owned by InstruMix, including InstruMix Extreme™ and InstruMix Kids™
1.4. Marks. Means the InstruMix Marks and InstruMix Specialty Marks.
1.5. InstruMix Copyrights. Means certain original literary, dramatic, musical, artistic and other works within the meaning of the U.S. Copyright Act and the Berne Convention used in association with the Marks. The InstruMix Copyrights are valid, subsisting and in full force and effect.
1.6. InstruMix IP. Means the Marks and InstruMix Copyrights.
1.7. IM-IN Marks. Means certain word and logo trademarks and/or service marks, including IM-IN™ and/or incorporating IM-IN™ or the “InstruMix Instructor Network”.
1.8. InstruMix Related Parties. Means InstruMix’s affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors and suppliers.
2. Grant of License. Subject to the terms hereof, InstruMix grants Instructor a limited, nonexclusive, nontransferable, revocable license, without warranty, (i) to use the InstruMix Marks to promote and teach Instructor’s InstruMix classes and approved events, and to use the IM-IN Marks solely to identify Instructor as a IM-IN member (“License”); and (ii) following completion of a specialty training, to use the InstruMix Specialty Marks associated with that specialty (“Specialty Mark License”) (e.g., following a InstruMix Extreme™ training, Instructor may use the InstruMix Extreme marks to promote and teach InstruMix Extreme™ classes).
2.1. Territory. The License and Specialty Mark License are not valid in any country to which the U.S. restricts trade or where exercising rights hereunder would violate any law, regulation or ordinance. For more information, visit InstruMix.com.
2.2. Affiliation. All uses of the InstruMix IP must be made in accordance with this Agreement and cannot imply an affiliation with any third party, including an implied affiliation with any brand, organization or company, and/or with any individual not licensed hereunder. Where Instructor wishes to use the name, logo or marks of a third party in connection with the InstruMix IP, Instructor must obtain InstruMix’s prior approval. Notwithstanding the foregoing, Instructor may use the business name, trade name and/or trademark of a gym or facility where an InstruMix class or approved event is being held, so long as such use is subordinate to the Marks and the use is permitted by the gym or facility.
2.3. Disparagement. Instructor must not make any unsavory remarks or comments and/or create any materials or content that InstruMix determines, in its discretion, dilutes, disparages, or is detrimental to the InstruMix IP, the InstruMix brand or the goodwill associated therewith. Instructor agrees to promptly comply with any instructions from InstruMix, including the removal, deletion or withdrawal of such remarks, content or materials.
2.4. Ownership of the InstruMix IP. InstruMix owns all right, title and interest in the InstruMix IP and Instructor must not take any action inconsistent with InstruMix’s ownership thereof. Instructor’s use of the InstruMix IP inures to the sole benefit of and is on behalf of InstruMix. In that regard, InstruMix shall own all live performance copyright rights in and to any InstruMix classes or events taught by Instructor, including any copyright rights in the filming, recording, streaming, uploading or reproduction of such classes or events. Nothing in this Agreement gives Instructor any right, title or interest in the InstruMix IP other than the right to use the InstruMix IP as permitted herein. Instructor must not contest InstruMix’s ownership of the InstruMix IP, the validity or enforceability of the InstruMix IP, or the validity of this Agreement. Instructor must not register or attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “InstruMix” or the Marks, or any derivations thereof, nor can Instructor assist any party in doing so.
3. Fee. Instructor must pay InstruMix a subscription fee in an amount to be set by InstruMix (“Fee”), each and every month during the Initial Term and Term. The Fee is subject to change at InstruMix’s discretion. InstruMix reserves the right to establish, revise, modify or amend its billing practices, methods and fees, including its collection practices, payment practices, and fees for content or services provided on its website(s). Instructor agrees to accept notice of any changes by way of the changes posted on InstruMix.com. Instructor’s failure to make timely payments due hereunder is a material breach permitting InstruMix to terminate this Agreement.
3.1. Third Party Payments. InstruMix accepts payments of the Fee from third parties (e.g., gyms). It is Instructor’s responsibility to ensure that the Fee is timely paid, regardless of whether the Fee is paid by Instructor or a third party. A third party paying the Fee may, at any time, contact InstruMix to cancel payment of the Fee. In the event the third party cancels payment, it is the responsibility of Instructor to ensure that any current and future Fees are timely paid. InstruMix will make a reasonable attempt to inform Instructor of a third party’s cancellation of payment. InstruMix is not responsible for any loss or damage, including termination of this Agreement, suffered by Instructor as a result of non-payment of the Fee.
3.2. Third Party Use of IM-IN Materials. This Agreement is between the Parties, regardless of whether the Fee is paid by Instructor or a third party. All IM-IN materials distributed to Instructor are the property of InstruMix and Instructor. Any other use or distribution of such materials is prohibited, including the use of such materials by a party who pays Instructor’s Fee. Notwithstanding the foregoing, gyms, long term care facilities and other facilities hosting Instructor’s InstruMix classes or approved events may use marketing materials made available to such parties by InstruMix.
3.3. Third Party IP Rights. Instructor must not include third party intellectual property rights in materials promoting Instructor’s InstruMix classes or approved events without InstruMix’s prior approval. However, use of the name of a gym or facility where InstruMix classes or approved events are being held is permitted if subordinate to the Marks and the use is permitted by the gym or facility.
4. Proper Use of the Marks. Instructor must (i) use the Marks only in the forms shown in Exhibits A and B, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow InstruMix’s brand use guidelines; (iii) use the appropriate trademark symbol (® or ™) with each use of a Mark; (iv) follow all instructions, requests and/or demands made by InstruMix concerning Instructor’s use of the InstruMix IP; and (v) use its best efforts to use the current versions of the Marks as provided by InstruMix.
4.1. Under License Language. Instructor must use the following “used under license” language on all materials, printed or electronic, which bear the Marks:
InstruMix ®, [insert other Marks, i.e., InstruMix Extreme™] are trademarks of InstruMix, LLC, used under license.
4.2. Quality Standards. The nature and quality of Instructor’s marketing and services using the Marks must conform to the standards set by InstruMix (i) in the instructor training courses and manuals; (ii) at InstruMix.com; (iii) in InstruMix’s brand use guidelines; and (iv) in this Agreement. Instructor must cooperate with InstruMix in facilitating InstruMix’s control over the nature and quality of Instructor’s marketing and services, to permit observation of Instructor’s InstruMix classes or approved events, to promptly comply with all instructions from InstruMix, and to supply InstruMix with evidence confirming compliance with this Agreement.
4.3. Compliance With Laws. Instructor must comply with all applicable laws, regulations and ordinances in the country, state and locality in which Instructor teaches InstruMix classes and approved events and obtain all appropriate government approvals pertaining to marketing, advertising, or providing Instructor’s services, including any requirements for the instruction of children.
4.4. Promotional materials. Instructor may use the Marks on flyers, posters, emails and other printed materials whose sole purpose is to promote Instructor’s InstruMix classes or approved events. Such materials must include the “used under license” language.
4.5. Email addresses. Instructor may use “InstruMix” or one or more of the InstruMix Specialty Marks, for which Instructor is licensed, as part of Instructor’s email address so long as Instructor uses such address solely for the promotion of Instructor’s InstruMix classes and approved, related InstruMix activities.
4.6. Domain Names. Instructor may use “InstruMix” or one of the InstruMix Specialty Marks, for which Instructor is licensed, as part of Instructor’s domain name for a website promoting only Instructor’s InstruMix classes, approved events and related, but subordinate, InstruMix apparel and accessory sales (e.g., InstruMixbyjennifer.com is acceptable for an Instructor named “Jennifer” licensed to teach InstruMix® classes and whose website promotes only her InstruMix classes, approved events and related InstruMix activities). Instructor may not register a domain name containing the other Marks. Registration and/or use of a domain name must adhere to the terms of this Agreement, including the following:
(a) Competing Services/Goods. Under a domain name containing the InstruMix mark, Instructor must not sell, offer for sale, advertise or promote any services or goods except Instructor’s InstruMix classes, approved events and related, authorized InstruMix goods and activities.
(b) Transfer of Domain Name. In the event InstruMix determines it needs or desires to own a domain name registered or operated by Instructor incorporating the Marks, Instructor must, at InstruMix’s request, immediately transfer such domain name to InstruMix. InstruMix may reimburse Instructor for reasonable and documented out-of-pocket costs that Instructor paid to register the domain. InstruMix will not reimburse Instructor for any costs incurred in designing Instructor’s website, creating marketing materials, or any other costs incurred in connection with the domain name.
(c) IM-IN Member Identification. Instructor must be identified in the Who is listing as the Registrant of a domain name used by Instructor containing the Marks. Instructor must include his/her Instructor number or profile link in the domain name registration information. Instructor must not use a privacy protection service in connection with the registration of a domain name.
(d) Domain Name Containing Country Name. An Instructor wishing to register or use a domain name containing “InstruMix” and the name of a country (e.g., InstruMixAustralia.com or InstruMix-Brazil.co.br) must obtain InstruMix’s approval in advance of such registration.
4.7. Internet Uses. Instructor may use the Marks on a website, including blogs and social media sites, where Instructor uses the Marks to promote Instructor’s InstruMix classes and approved events in accordance with this Agreement and under the following guidelines:
(a) Trademark Notice. Instructor must include the “used under license” language on the home page of Instructor’s website, which must reference all Marks used on the site.
(b) Link to InstruMix.com. Instructor must include a prominent hyperlink on the home page to InstruMix.com.
(c) Music. Instructor may use InstruMix’s original compositions and such other original tracks that may be released in the future as background music on Instructor’s site. Instructor must not use any other music on Instructor’s site unless he/she has obtained an appropriate license.
(d) Ownership. Instructor must identify his/her self as the owner of Instructor’s Site by indicating his/her legal name on the home page. In addition, Instructor must post the following link on the home page to his/her IM-IN profile: This site is owned and operated by [insert name], a licensed IM-IN™ member. See my IM-IN profile at: [insert link].
(e) Adwords/Keywords. Instructor must not use any Marks as AdWords, paid search, keywords or otherwise for search engine optimization and/or for creating “sponsored links”.
(f) Social Media Titles. Instructor must include his/her name in the title of any social media page(s) incorporating the Marks. In the case of group pages, all Instructors must be IM-IN members and must be identified on the page. This Section applies to social media pages created and/or used for events.
4.8. Radio, Television and News Coverage. Instructor must not use the Marks on radio or television without InstruMix’s prior approval. Instructor may promote Instructor’s InstruMix classes or approved events through live or print news coverage, or through mainstream news organizations or print publishers. In the event of such promotion, Instructor must inform the news organization or publisher of InstruMix’s brand use guidelines. With respect to live news coverage, such coverage must not include more than ten minutes of an InstruMix class, approved event or InstruMix exercise routine without InstruMix’s prior approval. In the event Instructor is aware of the coverage, Instructor must notify InstruMix by email to Instru.Mix@yahoo.com. In the event Instructor is not aware of the coverage in advance, Instructor must promptly notify InstruMix after the coverage and, when possible, provide a copy of the article or footage.
4.9. Sale of Genuine InstruMix Products. Instructor may use the Marks in connection with the resale of genuine InstruMix products purchased from InstruMix or an authorized distributor, so long as such sales are subordinate to Instructor’s InstruMix classes or approved events. Instructor may resell original InstruMix products on online trade boards, provided Instructor identifies him/herself in such listings. Except as may be provided for in a separate agreement, Instructor may not sell InstruMix products outside of the territory where those products were purchased (e.g., products purchased in the U.S. must be resold in the U.S. and not sold outside the U.S.).
4.10. Charitable Fund Raising Services/Other Events. With InstruMix’s prior approval, Instructor may conduct InstruMix classes or events in connection with fund raising activities for charitable or other worthy causes. Such events can be identified under the name InstruMix® Class Fundraiser. Instructor is responsible for the handling of and proper disbursement of all fundraising related to the event. InstruMix reserves the right to prohibit Instructor from using the InstruMix mark, and/or the other Marks, in connection with any fundraising activities that InstruMix determines, in its discretion, is in conflict with this Agreement or is inconsistent with InstruMix’s business objectives or interests. For permission to host a charitable event or other event using the Marks, Instructor must submit an approval request through Instru.Mix@yahoo.com.
4.11. Trade Shows/College Classes. With InstruMix’s prior approval, Instructor may conduct InstruMix classes at trade shows and in classes for college credit. An approval request must be submitted fourteen days in advance through Instru.Mix@yahoo.com. Whenever Instructor participates in or conducts such trade shows or classes, Instructor’s name must be listed in any promotional materials. Instructor must not participate in any class using the Marks if any other class-teaching participant is not an IM-IN member.
5. Restricted Use of the Marks & InstruMix IP. InstruMix may use, or license others to use, the InstruMix IP in connection with various goods and services. Instructor must not use the InstruMix IP for purposes of promoting any workshop, training, instruction, choreography session, or other activity except Instructor’s own InstruMix classes or approved events. Instructor must not use any InstruMix IP to identify a gym, workout facility, business or trade name, or any other facility, program or product, except as authorized herein, without InstruMix’s prior approval. InstruMix reserves the right to remove any content posted on the Internet and/or used by Instructor that violates InstruMix’s rights in the InstruMix IP.
5.1. Never Modify the Marks. Instructor must use the Marks in accordance with the terms of this Agreement and refrain from modifying the Marks (e.g., Instructor must not (i) refer to a class as, for example, “InstruMix Core”, “InstruMix Glutes” or (ii) change the spelling of the Marks, such as, for example, using the phrases “Instrarific”).
5.2. Never Use the Marks in Business or Trade Names. Instructor must not use the Marks in the name of a business or trade name including, for example, “InstruMix Club”, “InstruMix Studio”, or “InstruMix Fitness Center.”
5.3. Never Use the Marks as Verbs or Nouns. Instructor must not use the Marks as nouns or verbs including, for example, “I Love to InstruMix”, “Once you InstruMix, you’ll be hooked”. Instructor must always use the Marks as adjectives including, for example, “I Love the InstruMix® program”, “Once you attend an InstruMix® class, you’ll be hooked” or “My facility offers InstruMix® classes.”
5.4. Never Use the Marks as Titles to Newsletters or Publications. Instructor must not use the Marks, in whole or in part, as titles to print or digital newsletters or publications.
5.5. Merchandise. Instructor must not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, CDs, DVDs or promotional items, bearing the InstruMix IP or any names, designs or logos similar to the Marks. Notwithstanding the foregoing, Instructor may modify or repurpose official InstruMix products for Instructor’s personal use. Modification and repurposing includes, for example, cutting or altering an official InstruMix product from its intended use and form into a different use or form. Permitted modification and repurposing expressly excludes the application or combination of any InstruMix product or portion thereof, whether bearing the Marks or not, to any other non- InstruMix merchandise or products. Instructor must not offer for sale, sell, or distribute modified or repurposed InstruMix products.
5.6. IM-IN Materials. Instructor must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any IM-IN materials, such as welcome kits, or their contents; training manuals; CDs and DVDs; and CDs. Instructor must not play the IM-IN DVDs as part of a class or publicly perform any InstruMix video, including of Instructor’s own classes. In the event of termination or cancellation of this Agreement, Instructor must retain Instructor’s IM-IN materials, destroy them or return them to InstruMix.
5.7. Videos/Recording. Instructor must not film, record, stream live video, create DVDs or reproduce in any manner InstruMix classes, or otherwise imitate InstruMix/IM-IN choreography or music. InstruMix videos, CDs and DVDs are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without InstruMix’s prior approval is prohibited.
5.8. Mobile Applications. Instructor must not use the InstruMix IP in connection with a mobile application, including in the title, icon and content of the application.
5.9. Program Names. Instructor may only use the program names for which Instructor is licensed to teach. Instructor must not alter the InstruMix program names or create his/her own program names (e.g., InstruMix Extreme™ cannot be called “InstruMix Insane” and InstruMix Extreme™ classes can only be taught by an Instructor who has a Specialty License to teach the InstruMix Extreme® program).
6. Termination. InstruMix may immediately terminate this Agreement and Instructor’s IM-IN membership at any time, with or without cause, by giving Instructor written notice. Upon termination without cause, any Fee paid but not used will be returned to Instructor.
6.1. For Cause. InstruMix has the right to terminate this Agreement upon written notice in the event Instructor breaches this Agreement or as a result of any action or conduct by Instructor that InstruMix deems detrimental to the InstruMix IP, the InstruMix brand or the goodwill associated therewith. InstruMix may, in its discretion, provide Instructor with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Instructor.
6.2. Effect of Termination. Upon termination, Instructor must immediately (i) discontinue use of the InstruMix IP, including in any websites or email addresses used by Instructor; (ii) comply with this Agreement concerning IM-IN materials; and (iii) transfer all domain names incorporating the Marks to InstruMix. All rights in the InstruMix IP and the goodwill associated therewith remain the exclusive property of InstruMix.
7. Cancellation by Instructor. Instructor may cancel this Agreement at any time after the Initial Term subject to the terms, conditions and processes set forth by InstruMix. If Instructor cancels this Agreement prior to the expiration of the Initial Term, Instructor must pay a termination fee in an amount set by InstruMix. InstruMix’s “Cancellation” policy can be found on InstruMix.com.
8. Third-Party Infringement. Instructor must promptly notify InstruMix of any unauthorized use of the InstruMix IP by a third party for which Instructor becomes aware. InstruMix has the sole right and discretion to take action, including bringing action involving the InstruMix IP and retaining the proceeds of any settlement or recovery in such action. Instructor agrees to cooperate with InstruMix in enforcing and protecting the InstruMix IP.
9. Interpretation & Enforcement. This Agreement will be construed in accordance with the laws of the U.S. and the State of Florida. Any legal action arising from or relating to this Agreement must be brought in a state or federal court located in Hillsborough County, Florida. The Parties waive any challenge to personal jurisdiction or venue in those courts. The prevailing Party in any such action is entitled to recover its attorneys’ fees and costs. The Parties expressly waive the right to a jury trial in any action relating to this Agreement. Any judgment by a court under this Section is fully enforceable in Instructor’s country of residence.
10. Acceptance of and Modifications to Agreement. Payment of the Fee pursuant to this Agreement and/or completing the click-through process required to accept this Agreement shall be effective as an original signature and constitutes Instructor’s acceptance to the terms hereof. Instructor acknowledges that he/she has read and understands this Agreement in its entirety and that this Agreement may be modified at InstruMix’s discretion. Such changes may be effected by InstruMix’s posting of a change notice or new agreement on InstruMix.com. Such modified terms are deemed incorporated herein and made part hereof. InstruMix will make commercially reasonable efforts to notify Instructor of all modifications prior to implementation. The enforceability of such changes is not contingent upon actual notification, provided that InstruMix has posted the changes on InstruMix.com. In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy is to terminate this Agreement. Instructor must monitor InstruMix.com for changes to this Agreement.
11. Parties’ Relationship. The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties, nor shall InstruMix be deemed to be acting in a fiduciary capacity with respect to Instructor. Instructor has no authority to make or accept any offers or representations on behalf of InstruMix or to act for or bind InstruMix in any manner. Instructor must not make statements or take actions that may contradict the relationship set forth herein or confuse or mislead any person regarding the nature of the Parties’ relationship.
12. Disclaimer & Limitation of Liability. InstruMix makes no representations or warranties, express or implied, with respect to IM-IN, the InstruMix Services, or any InstruMix-related products, including warranties of fitness, merchantability or non-infringement. Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will InstruMix or the InstruMix Related Parties be liable to Instructor or any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of InstruMix has been advised of or should have known of the possibility of such damages. InstruMix makes no representation that the operation of InstruMix’s website(s) will be uninterrupted or error-free. InstruMix is not liable for the consequences of any interruptions or errors, although InstruMix will make commercially reasonable efforts to correct errors or interruptions. In no event will InstruMix be liable for any damages in excess of the Fees paid by Instructor during the six-month period preceding the date on which a claim arises.
13. Indemnification. Instructor agrees to indemnify, defend and hold harmless InstruMix and the InstruMix Related Parties from any and all losses, liabilities, damages and expenses (including attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of any (i) criminal and/or negligent acts of Instructor; (ii) breach by Instructor of this Agreement; or (ii) other act or omission of Instructor.
14. Nature of Services. InstruMix classes or events may not be safe or appropriate for everyone. Any information InstruMix may provide to Instructor through an InstruMix training, in InstruMix materials, or on InstruMix’s website(s) regarding health and fitness is intended solely as educational aids and are not substitutes for medical advice. Instructor is encouraged to seek medical advice before providing the Services, or if Instructor experiences any medical condition affecting Instructor’s ability to provide the Services. Instructor must ensure that he/she complies with all applicable laws, regulations and ordinances governing the instruction of children in the country, state and locality where Instructor teaches. InstruMix and the InstruMix Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Instructor based on the information, services, or other material provided by InstruMix. While InstruMix strives to provide complete, up-to-date and accurate information on its website(s) and in other materials, InstruMix and the InstruMix Related Parties do not guarantee, and will not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Instructor releases from liability, and holds harmless InstruMix and the InstruMix Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Instructor’s provision of the Services. If Instructor is injured providing the Services, Instructor assumes any financial obligations for any medical costs Instructor may incur. InstruMix assumes no responsibility for any medical expenses, injury, or damages suffered by Instructor, or Instructor’s students, in connection with the provision of the Services.
15. Notices. Any notice, request, demand or other communication given hereunder may be given to a Party at the addresses set forth below. Any notice or request hereunder must be given by registered or certified mail, return receipt requested; courier; or, e-mail.
If to InstruMix: InstruMix LLC, PO Box 3051 Brandon FL 33510 E-mail:
If to Instructor: To the email address of the Instructor.
16. No Waiver & Reservation of Rights. InstruMix’s failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. InstruMix reserves all rights not granted herein. To submit questions regarding this Agreement please visit the Contact Us page on InstruMix.com.
17. Sharing of Student Personal Data. These terms apply to the names and email addresses of student’s who signed up for Instructor’s online classes through IM-IN™ (“Student Personal Data”) and agreed to allow InstruMix to collect and share this Student Personal Data with you, the Instructor. For purposes of Applicable Privacy Laws (which, for the purpose hereof, means the California Consumer Privacy Act of 2018, as amended (“CCPA), the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and any other data protection, privacy, data breach, or similar or related laws), Instructor acknowledges that Instructor and InstruMix are each a separate and independent controller of the Student Personal Data. Instructor further acknowledges that Instructor does not and will not process Student Personal Data with InstruMix as a joint controller. Instructor agrees to comply with all applicable obligations under all Applicable Privacy Laws (inclusive of the GDPR), and that Instructor is individually and separately responsible for Instructor’s own compliance and individually and separately liable for Instructor’s failure to comply.
Instructor shall process Student Personal Data only for the purposes of contacting them concerning Instructor’s InstruMix ® classes, provided such processing strictly complies with all Applicable Privacy Laws and Instructor’s obligations hereunder. Instructor shall comply fully with all Applicable Privacy Laws with respect to Instructor’s processing, use, transfer, and/or deletion of Student Personal Data. In the event Instructor receives a request from a student relating to Instructor’s processing, use, transfer and/or deletion of the Student’s Student Personal Data, Instructor agrees to promptly comply with such request in accordance with Applicable Privacy Laws. Without limiting the foregoing, Instructor agrees to promptly comply with any student request pursuant to Article 16 (Right to rectification), Article 17 (Right to erasure), or Article 18 (Right to restriction of processing) of the GDPR that relates in any way to the Student Personal Data. In the event Instructor receives a request from a student relating to InstruMix’s processing of the Student’s Student Personal Data, Instructor agrees to (i) promptly notify InstruMix of such request; (ii) direct the student to InstruMix in order to enable InstruMix to respond directly to the request; and (iii) reasonably cooperate with InstruMix in responding to such request.