RecitalsLynn Kleiner’s Music Rhapsody, Inc. is an international music education institution that offers unique methods of music instruction for music students and music teachers. Music Rhapsody (“MR”) includes specific approaches, ideas, techniques, and musical compositions, written, electronic and audiovisual materials. Lynn Kleiner’s Music Rhapsody uses various trademarks and services, including but not limited to, the word mark Lynn Kleiner’s Music Rhapsody (collectively, the “Marks”) to identify and brand its Programs and related products and materials; and Member is intending to use the materials for music instruction to students. As part of the MR instruction, Member is expected to receive and to use various proprietary MR materials, including textual materials, music compositions, sound recordings, and electronic and audiovisual recordings, including, if needed, Student Home Materials "SHM" produced for MR music students who are enrolled in MR classes and Teacher Training Materials produced for and licensed to music teachers who wish to teach the Program; and Music Rhapsody and Member mutually intend by this Agreement to set forth their mutual rights and obligations relating to the Member’s right to instruct students using the Program methods and to use the Program Materials, for a minimum of one year.
Now, therefore, in consideration for the mutual covenants and obligations provided in this Agreement and any instructional agreement between Music Rhapsody and the Teacher, the Parties agree to the following:
Terms1. Applicability to Agreement. Upon execution by both parties this Agreement shall govern the rights of the parties concerning the subject matter of this Agreement, except that a Member shall not have any of the rights or license to teach MR or use the MR Materials as described in section 4 of this Agreement until the Teacher Trainee has successfully completed training and granted a certification of completion, ready to teach the Music Rhapsody program.
2. Definitions2.1. “Music Rhapsody Member” means any person who has completed training and has been authorized by Music Rhapsody to teach MR and/or use MR Materials as provided in this Agreement.2.2. “Marks” means any service marks, trademarks, logos, brands or other words or images, whether registered or unregistered, including but not limited to the mark “Music Rhapsody”, that are used by Music Rhapsody to identify the source or origin of its product or services./br>2.3. “MR” means Music Rhapsody method of music instruction for music students and music teachers, which includes specific approaches, ideas, techniques, musical compositions, written, electronic and audio-visual materials, known as the Music Rhapsody program.2.4. “MR Materials” means any and all textual materials, instruments, music compositions, sound recordings and electronic and audiovisual recordings that embody MR or that are developed by and provided by Music Rhapsody for the purpose of training Teachers in or providing instruction to students using MR.2.5. “SHMs” means any MR Student Home Materials used by Music Rhapsody Members to instruct their students.2.6. “Teacher Training” means any person who is in training to become a Music Rhapsody Teacher.2.7. “Term.” The “Term” of this Agreement shall commence on the Effective Date and continue until the Agreement is terminated by means as set forth in section 7 of this Agreement.
3. Training and Authorization3.1. Member Acknowledgement and Requirements. A Member acknowledges that he or she is bound by the obligations of this Agreement both prior to and after authorization by Music Rhapsody as a Music Rhapsody Member.3.2. Initial Training Requirements. member acknowledges that he or she has completed the Music Rhapsody training and has received certain MR Materials, including Teacher Training Materials, for the purpose of completing an initial training period. Teacher Trainee has satisfied the requirements of this initial training period, in the manner set forth by Music Rhapsody and in Music Rhapsody’s sole discretion, within the time period prescribed by Music Rhapsody.3.3. Requirements. Member acknowledges and agrees that all training has been completed with all training requirements set forth by Music Rhapsody met within the time prescribed by Music Rhapsody, to become a Music Rhapsody Member and has completed the Online Training live exit interview.3.4 After membership, a Member wishing Music Rhapsody Endorsement and to be recognized on the Music Rhapsody website as a Music Rhapsody Teacher, using the marks, must agree to purchase the physical materials required to teach MR, use the Music Rhapsody instrument kits and send video of teaching the program in the age levels being offered by the member. If the video verifies following the lessons of Music Rhapsody, the teacher will be referred to as a Music Rhapsody teacher and endorsed by Music Rhapsody. Music Rhapsody will recommend this member as a recommended studio. Music Rhapsody, in its sole discretion, may terminate this Agreement if teacher is not reflecting the goals of Music Rhapsody. An Endorsed Member will have the right to use the Music Rhapsody name and logo and promotional materials.
4. Rights of Music Rhapsody Member4.1. License to use the MR lessons, using the recordings, visuals and props. Upon receipt of certification by Music Rhapsody as a MR Member, and for the duration of the Term of this Agreement, Member shall have a limited, non-exclusive right and license to teach MR and use MR Materials to teach MR to music students who reside within the same country of residence as Member, and to use MR Materials for the Member’s own continued education in the Program.4.2. Relationship of Parties. As a MR Member, Member is an independent contractor, and is neither an employee, partner, joint venture, agent, nor franchisee of Music Rhapsody. 4.3. Use of Marks for Members choosing to be ENDORSED. For the Term of this Agreement, Endorsed Members who are teaching the Music Rhapsody program, following the sequential lesson plans and using all instruments and materials needed, as shown in the Music Rhapsody lesson videos, and no others will have a limited, non-exclusive right to use the Marks to identify the Program as taught by the Endorsed Member. Endorsed Members only will use the Marks only to identify that MR is offered by the Endorsed Member. Endorsed Member will use the Marks only in the size, proportions, colors and appearance specified from time to time by Music Rhapsody. Music Rhapsody, in its sole discretion, retains the right to determine whether Teacher’s use of the Marks is suitable and appropriate. If Music Rhapsody deems that the Endorsed Teacher is applying or using Marks in an unsuitable or inappropriate manner, as determined solely by Music Rhapsody discretion, Teacher, at Music Rhapsody’s request, immediately will cease using the Marks in the manner forbidden by Music Rhapsody. Endorsed Member will make no alterations of any kind to the Marks without the express written permission of Music Rhapsody. Endorsed Member will not sell for profit any products or materials bearing the Marks, nor will it produce for resale, or for any reason, any items, materials, accessories or other products bearing the Marks without Music Rhapsody’s express written permission.4.4. Non-transferability. Member may not sell, assign, transfer, or license any rights granted under this Agreement, including but not limited to the right to teach MR to use any MR Materials and recordings in music instruction, without the express written permission of Music Rhapsody. If Member is an entity its employees may use MR or MR Materials so long as they acknowledge and agree in writing to be bound by the terms of this Agreement.
5. Music Rhapsody’s Rights and Teacher’s Obligations5.1. Reservation of Rights. Any and all rights in MR or MR Materials not expressly granted to Member under the terms of this Agreement, including but not limited to copyrights, patents, trademarks, trade secrets, publicity rights, or goodwill, are reserved to Music Rhapsody.5.2. Business Name. Unless video has been submitted to become an endorsed teacher who uses all instruments, props and materials and no other materials, and Music Rhapsody Endorsement was given, the Member will always identify his or her business by the Member’s personal name or a business mark or logo, which has no similarity to the Marks or the words “Music Rhapsody”. Member will not include the Marks, the word “Rhapsody” in any part of his or her own business names, account names, email addresses, user or domain names, without the express written permission of Music Rhapsody. Any and all advertising done by the Member will clearly communicate that the advertising is being done for and on behalf of the Member and not Music Rhapsody itself. Any and all advertising done by the Member will always include Member’s personal name unless the Member is a Music Rhapsody Endorsed Teacher.5.3. Release for Advertising and Marketing. Music Rhapsody routinely make printed, electronic, audio and/or audiovisual recordings of coaching sessions, trainings, written and/or electronic communications and discussions in which Members participate. These recordings may be used by Music Rhapsody for training, development, advertising, or marketing purposes. Teacher grants Music Rhapsody permission to use any such recordings for any purpose, and to release any and all claims and rights, including rights of privacy under any national law, against Music Rhapsody.5.4. Quality Control for ENDORSED TEACHERS in STUDIOS. So long as this Agreement is effective, a Member wishing to have Endorsed status will teach the full, complete, and entire MR Program in the age groups selected to be endorsed, solely determined from time to time by Music Rhapsody, to all his or her students, and will not offer or present any other competing method of music instruction to new students, in whole or in part, without Music Rhapsody’s express written permission. Endorsed Members will strictly adhere to the accurate presentation of all of the MR’s principles, techniques, lesson plans and processes, as taught and required by Music Rhapsody. Teacher will not, in any ways whatsoever, change, add to, alter, remove or diminish the content or manner of presentation of MR as determined from time to time solely at Music Rhapsody’s discretion.5.5. Use of SHMs. Endorsed Members shall purchase from Music Rhapsody all SHMs that Music Rhapsody, in its sole discretion, determines necessary or appropriate to teach MR.5.6. Communication. Members acknowledges that Music Rhapsody will communicate and correspond with Teacher via the internet, and for the Term of this Agreement Member will have and/or have readily available access to high-speed internet connectivity, and at all times will have, maintain, and provide to Music Rhapsody a current e-mail address. Members will not use the contact information of other MR Members, Teacher Trainees or vendors or affiliates, to communicate about, market to, or solicit the sale or recommendation of non-approved Music Rhapsody products or services, including but not limited to support for charities, petitions, or any other non-approved advocacy. 5.7. Indemnification. Notwithstanding the provisions of this Agreement, Music Rhapsody exercises no control over how Member conducts its business affairs. Member will hold Music Rhapsody harmless and defend Music Rhapsody from any damages, causes of action, claims, payments, including attorney’s fees, arising directly or indirectly from the acts or omissions of Teacher, whether or not in the course and scope of Teacher’s use of MR and MR Materials.
6. Fees6.1 Monthly Fees. To maintain Member’s rights under this Agreement, Member shall pay a monthly fee of $25 that will be automatically charged by PayPal or to a debit/credit card on the day of acceptance of program of each month for a minimum of one year. A reinstatement fee of $150 will be applicable in situations of discontinuation. The fees may be modified from time to time by Music Rhapsody and shall be set forth in its most current written guidelines6.2. Late Payments. In the event that the Member’s PayPal or debit/credit card cannot be charged, the Member will be required to pay a late payment of $10 per month. Upon failure to pay any and all sums when due, Music Rhapsody may, in its sole discretion, terminate this Agreement.
7. Term and Termination7.1. Right to Terminate. Either party has the right to terminate this Agreement at any time without cause after one year membership.7.2. Effect of Termination. Upon termination of this Agreement for any reason, Member’s right and license to use recorded music, the playlists, that Music Rhapsody has licensed, as well as the copyrighted lesson plans, to teach MR or to use or use the Marks as provided in section 4 of this Agreement immediately shall end.
8. Additional Terms8.1. Severability, Survival. The provisions of this Agreement are severable and, if any part of it is found to be unenforceable, the other provisions shall remain fully valid and enforceable. This Agreement shall survive the termination of any arrangement contain herein.8.2. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.8.3. Arbitration. Any dispute arising out of or relating to this Agreement or Music Rhapsody shall be subject to binding arbitration with a single arbitrator pursuant to the then-effective commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Los Angeles County, unless both parties agree otherwise in writing. The arbitrator shall have the authority to award all appropriate relief, including equitable or injunctive relief; provided, however, that the arbitrator is not authorized to award punitive damages. The award issued by any such arbitrator may be entered and confirmed as a judgment in any court of competent jurisdiction. The sole jurisdiction and venue for any action to enforce the award of the arbitrator related to the subject matter hereof shall be either the Superior Court for the Count of Los Angeles or the United States District Court of California in Los Angeles. Each party consents to the jurisdiction of such courts. Notwithstanding the terms of this section, Music Rhapsody may, in its discretion, apply to a court of competent jurisdiction for injunctive relief as necessary to prevent the ongoing or threatened misappropriation or infringement of any and all copyrights, trademark, Confidential information, patents, or intangible rights of any kind in its Program or Program Materials.8.4. Legal Fees. In any action or arbitration to enforce the terms of this Agreement or arising out of the subject matter of this Agreement, the prevailing party shall be entitled to recover its attorney’s fees, and costs from the other party, in addition to all other relief.8.5. Integration; Modification. This written Agreement state the entire Agreement of the Parties with respect to the subject matter of this Agreement, and it supersedes all previous and contemporary negotiations, promises, and communications. This Agreement may not be modified except by a writing executed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and agree to be bound by all terms and conditions herein