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 Miami Salsa Driven (hereinafter referred to as Miami Salsa Driven or MSD). 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 MSD event and a relationship was formed between the STUDENT and MSD. In consideration of the covenants and conditions hereinafter set forth, MSD and the STUDENT agree as follows:RIGHTS & RESPONSIBILITIES
1. MSD shall provide STUDENTS with dance instructions in a professional and courteous manner;
2. MSD 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. MSD 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. MSD 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. MSD 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 MSD 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 MSD shall verbally report to an officer or agent of MSD on a class-by-class basis as to the status of the STUDENT’S progress through the various levels of dance lessons. MSD 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 MSD any dangerous conditions or inappropriate behavior on the part of a STUDENT, participant or IC.
TermThis Agreement shall commence on the date executed, and shall apply retroactively to the date of the STUDENT’S first lesson. The company MSD 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 MSD to STUDENT may be terminated at any time and in the sole discretion of MSD and without further obligation to the STUDENT in the event that MSD 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 MSD for a Membership which allows the STUDENT access to instructional dance lessons taught by an IC under the terms and conditions of this Agreement.
(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 MSD 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 MSD.
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 HARMLESSI, as a STUDENT, agree to indemnify, defend, and hold harmless MSD 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-SOLICITI, as an STUDENT of Miami Salsa Driven, 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 MSD 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-RECRUITI, as STUDENT of MSD, 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 MSD’s customers or students, venues, employees, instructors or other independent contractors, for the purpose of outside business in direct or indirect competition with MSD’s core business or events. 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 MSD’s core business. I shall not engage in any competitive acts that may work towards the economic detriment of MSD. 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 MSD.This non-compete agreement shall remain in full force and effect during the term of the STUDENT’S relationship with MSD. This applicability of this non-compete agreement shall be restricted to actions taken during MSD events or workshops, or actions taken outside of these MSD events that would deteriorate MSD’s client-base or work towards the economic detriment of MSD.
SEVER-ACT
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 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 BREACHThe 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 person 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.
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 Miami Salsa Driven (hereinafter referred to as Miami Salsa Driven or MSD). 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 MSD event and a relationship was formed between the STUDENT and MSD. In consideration of the covenants and conditions hereinafter set forth, MSD and the STUDENT agree as follows:RIGHTS & RESPONSIBILITIES
1. MSD shall provide STUDENTS with dance instructions in a professional and courteous manner;
2. MSD 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. MSD 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. MSD 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. MSD 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 MSD 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 MSD shall verbally report to an officer or agent of MSD on a class-by-class basis as to the status of the STUDENT’S progress through the various levels of dance lessons. MSD 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 MSD any dangerous conditions or inappropriate behavior on the part of a STUDENT, participant or IC.
TermThis Agreement shall commence on the date executed, and shall apply retroactively to the date of the STUDENT’S first lesson. The company MSD 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 MSD to STUDENT may be terminated at any time and in the sole discretion of MSD and without further obligation to the STUDENT in the event that MSD 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 MSD 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 Miami Salsa Driven website is subject to change in Miami Salsa Driven 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 MSD for prepaid memberships, packages, private lessons, workshops or otherwise are nonrefundable and earned upon receipt, even if membership are revoked or cancelled.
- REVOCABLE: MSD 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 MSD deems inappropriate.
- PENALTIES: Member will be charged a late fee of $40 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 MSD 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: MSD is not responsible for personal belongings under any circumstances.
- LIABILITY WAIVER: the STUDENT acknowledges that MSD programs involve an inherent risk of physical injury and assumes full responsibility for participation waiving any claim or right of action against MSD including loss, claims, expenses, liabilities, damages or legal fees incurred by the STUDENT or to STUDENT’S property.
- POLICY CHANGE: MSD 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 MSD without any obligation of notice to STUDENT. These additional terms shall be listed on MSD'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 customer.
- PRIVATE LESSONS: Private lessons are normally scheduled on Monday's and Thursday's at 7:00 pm by appointment and availability of instructor. All sales are final.
- All Group Lessons Packages are valid for 3 months from date of purchase.
- Private Lessons packages are valid for 6 months from the date of the purchase
- Private lessons are given at 7- 8 pm (Summer time) Monday and Thursday by appointment per instructor availability.
- If you have to cancel a group or private lesson appointment, you can reschedule up to 24 hours before your next scheduled appointment. Miami Salsa Driven is located on North Miami and does provide parking right in from of the studio. Miami Salsa Driven is not responsible for parking and no-shows for appointments due to traffic or parking problems. Please come early to make sure you are on time for class.
- Workshop sales and reservations are final. Private lesson sales are final.
- All sales are final. Packages & Memberships are not refundable and not transferrable.
(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 MSD 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 MSD.
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 HARMLESSI, as a STUDENT, agree to indemnify, defend, and hold harmless MSD 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-SOLICITI, as an STUDENT of Miami Salsa Driven, 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 MSD 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-RECRUITI, as STUDENT of MSD, 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 MSD’s customers or students, venues, employees, instructors or other independent contractors, for the purpose of outside business in direct or indirect competition with MSD’s core business or events. 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 MSD’s core business. I shall not engage in any competitive acts that may work towards the economic detriment of MSD. 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 MSD.This non-compete agreement shall remain in full force and effect during the term of the STUDENT’S relationship with MSD. This applicability of this non-compete agreement shall be restricted to actions taken during MSD events or workshops, or actions taken outside of these MSD events that would deteriorate MSD’s client-base or work towards the economic detriment of MSD.
SEVER-ACT
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 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 BREACHThe 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 person 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.
