Terms of Use and Team Franchise Agreement

This TERMS OF USE AND TEAM FRANCHISE AGREEMENT (“Agreement”) is effective July 1, 2017 by and between La Fuerza Dance Company by Fausto Felix of New York (hereinafter “Franchisor”), and the subscriber (“Franchisee”) to www.faustofelix.com (the “Website”) on the basis of the following understandings and agreements.  By using or accessing a subscription to the Website, the user agrees to the terms contained herein.  

 

The terms contained herein, except for section 3.2 and 3.3 below, may be updated from time to time at the discretion of the Franchisor.  Franchisor may make changes to the terms herein for legal or administrative reasons or to correct an inaccurate statement without prior notice to Users.  If the amendment is material, in Franchisor’s sole discretion, Franchisor will provide Franchisee with seven (7) days notice before such material amendment takes effect.  Subscribing to the Website and continuing to use the Website following any amendments constitutes the user’s acceptance of and agreement to be bound by the terms and any amendments to the terms.

 

To use the Website and become and a Franchisee subscriber, the Franchisee must be 18 years of age.  By creating an account for subscription to the Website, the Franchisee provides information, some of it personal, and consents to the collection of such information by Franchisor.  Franchisee accepts that as part of subscribing to the Website and becoming a Franchisee, Franchisor may need to provide Franchisee with certain communications, such as service announcements and administrative messages, through the email address utilized for the subscription.  Franchisor will also communicate to Franchisee via Facebook, other email address provided, WhatsApp, Skype, phone, or other method as chosen by Franchisor.   

 

Franchisor may engage the services of a third party to perform certain functions for the Franchisor or service the Website.  Franchisor may share the Franchisor’s private information with such service providers subject to confidentiality obligations consistent with these terms and on the condition that the third party uses the information only on the behalf of Franchisor and pursuant to Franchisor’s instructions.  Regardless of the terms herein, Franchisor may disclose private Franchisee information if Franchisor believes that it is reasonably necessary to: comply with a law, regulation, or legal request; protect the safety of any person; investigate fraud, security, or technical issues; or protect Franchisor’s rights or property.

 

Article 1: Basis of Franchise Agreement

  1. The Franchisor has developed a brand and dance style under the name “La Fuerza.”  The Franchisor has developed methods for promoting the brand and doing business.  The Franchisor grants the right to others to utilize the brand name and methods pursuant to this Agreement.
  2. The Franchisee desires to establish a La Fuerza franchise at the agreed upon location.
  3. The Franchisor desires to grant the Franchisee the right to operate a La Fuerza franchise based out of such location under the terms and conditions that are contained in this Agreement.
  4. The intended basis of the franchise is solely the use of a performance pseudonym of “La Fuerza ___________” [insert City Name] by Franchisee when utilizing choreography associated with the Franchisor.  This Agreement does not create an agent-principal fiduciary relationship between the parties.  This Agreement intends to lease the franchise name, music, and choreography from the Franchisor for the term of this Agreement and any future agreements without creating any other business relationship between the parties. 
  5. The Franchisee is the subscriber to the Website, www.faustofelix.com.  The Franchisee is the Director of the local franchise team.  Any co-director, assistant director, or other agent of the Franchisee shall abide by the terms contained herein.  Only such agents, and not team members, shall have log-in access to the Franchisee’s subscription.

 

Article 2:  Grant of Franchise 

  1. The Franchisor grants to the Franchisee, and the Franchisee accepts from the Franchisor, the right to use the brand name “La Fuerza”, the choreography, the logos, and other agreed upon business methods in operation of the franchise.
  2. The Franchisee agrees to use the brand name, logo, and other promotional materials as they may be changed, improved, and further developed by the Franchisor from time to time.
  3. The Franchisee agrees at all times to faithfully, honestly, and diligently perform the Franchisee’s obligations hereunder, and to continuously exert best efforts to promote the La Fuerza franchise.

 

Article 3: Financial Commitment

  1. The payment of the franchise fee enables the Franchisee to enjoy the use of the Franchisor’s name, choreography, costume designs, as well as assistance for a limited time.  Franchisee shall request and receive permission from Franchisor in order to subscribe to the advanced coed choreography.
  2. The franchise fee is $2400 for the eight-month season per team choreography.  If a Franchisor has more than one group utilizing the same choreography, such as different cities, different team names, or different rehearsal days or times, then Franchisor shall also pay separate franchise fees per group utilizing the same choreography.
  3. The franchise fee will be due by the 5th of every month, beginning July 5, 2017, broken down into eight equal payments of $300 per team choreography.  The fee shall be paid via subscription to the Website.  If Franchisee makes a payment through the Website, Franchisee agrees that he or she is providing a valid funding instrument that he or she is permitted to use.  
  4. Late Fee: If the fee is not paid in a timely manner, the subscription to the Website will be cancelled and a late fee will be assessed to reactivate the subscription to the Website.  The late fee shall be $10 for the first five (5) days and an additional $5 late fee will be daily thereafter.  If the monthly payment of the franchise fee and late fee is not paid in total by the time the following month’s fee is due, then the entire remaining franchise fee comes due immediately and the Franchisor has the right to terminate this Agreement.  
  5. If a Franchisee funds a payment by debit card or credit card and the load transaction results in an overdraft or other fee from the Franchisee’s bank, the Franchisee alone is responsible for that fee.  If a Franchisee funds a payment by credit card, any fees from the Franchisee’s credit card company (including for going over the Franchisee’s spending limit or an international fee if paid outside of the Unites States of America), the Franchisee alone is responsible for any fees. 
  6. Rebate: The Franchisee has the opportunity to earn a rebate of $100 toward the franchise fee.  To earn the rebate, the Franchisee will recruit a new franchise for Franchisor in an approved city without a current franchise.  The new franchise must enter into this Agreement with Franchisor and pay their first month’s franchise fee for the Franchisee to earn the rebate.  The Franchisee may earn multiple rebates per season.

 

Article 4: Advertising

  1. The franchise shall be known by “La Fuerza ______________” [insert City Name] for coed teams and “La Fuerza Ladies ______________” [insert City Name] for the ladies styling team.
  2. The Franchisee shall only advertise using the La Fuerza brand during the term of this Agreement or subsequent agreements.
  3. When advertising the franchise in writing or verbally, the Franchisee and those associated with the Franchisee shall state the full title including City Name.  For example, when performing, the franchise team shall be announced as “La Fuerza ___________” [insert City Name] or “La Fuerza Ladies ______________” [insert City Name] and not solely as “La Fuerza” or “La Fuerza Ladies.”
  4. When posting about the team on social media, always use hashtags #lafuerzadance #lafuerza[city name].
  5. The dancers associated with the franchise, the artistic director of the franchise, and other agents of the Franchisee may not otherwise utilize the La Fuerza brand.  For instance, if teaching a workshop to the public, the Franchisee and its agents may not use the La Fuerza name.
  6. The Franchisor reserves the right to approve all advertising or other marketing and promotional materials published by any method, including print, electronic transmissions, electronic media, broadcast, and live promotions.
  7. The Franchisee agrees that the Franchisor may disapprove of any advertising for any reason in the Franchisor’s sole discretion.  

 

Article 5: Quality Control

  1. The Franchisee agrees to maintain and operate the franchise strictly in compliance with this Agreement and the standards and specifications provided by the Franchisor.
  2. Choreography:
    1. Franchisor will provide one choreography per season per subscription.
    2. Choreography videos will be provided broken down into monthly segments, likely over the first four to five months of the Agreement as decided by Franchisor.  Each video will be available to Franchisee through the Website while the Franchisee maintains an active subscription.
    3. Choreography videos shall not be made public, including shown to team members or any member of the public.  The Franchisee may select one individual to be a co-director, assistant director, lead trainer, or other title determined by the Franchisee with whom access to the Website subscription and the choreography videos may be shared for training and teaching purposes only.
    4. All music files will be supplied by Franchisor to Franchisee at the beginning of the season after receipt of the first franchise fee payment that initiates the subscription to the Website.  The music files will be available through the Website.
    5. Franchisor will provide the choreography broken down slowly from at least two angles and at least once with music.
    6. The Franchisee shall not make any changes to the music, choreography, or the styling without Franchisor approval. 
    7. Formation changes can be made at the discretion of the Franchisee.  The Franchisor reserves the right to disapprove of formation changes or to require specific formation changes.  Formations for multi-team collaborations will be provided by Franchisor.
    8. The choreography may not be taught by Franchisee except for under the terms of this Agreement during the season specified. 
    9. The choreography shall only be performed by a franchise under Agreement and by dancers who are active members of the franchise.
    10. Once the Agreement is terminated or a dancer is no longer associated with the Franchisee, the choreography and/or the dancer may not perform the choreography under any circumstances. 
  3. Rehearsals:
    1. For best choreography retention, Franchisor suggests that rehearsals should be held twice a week for at least an hour each. The minimum frequency shall be once a week, except for holidays or other extenuating circumstances under the discretion of the Franchisee. 
    2. Franchisor requests that a minimum of 10 minutes of stretching must be completed prior to each rehearsal.
    3. Franchisor will provide technique training assistance through videos of footwork, spin drills, or other materials for Franchisor to utilize during training in rehearsals.  As the purpose is to create a uniform standard for technique, Franchisee is encouraged to drill such technique training at every rehearsal.
    4. Rehearsal videos must be submitted to Franchisor for feedback at any time requested by Franchisor.  The videos will be sent to lafuerzadance@gmail.com or submitted by a method approved by Franchisor and to the parties specified by Franchisor.  The Franchisor shall provide feedback to the Franchisee to ensure proper teaching and execution of the choreography, including styling and musicality.  
  4. Costuming:
    1. Franchisor will provide Franchisee with a press kit that details the full performance look (costume, shoes, makeup, etc.) and costs.  The information regarding the costuming shall be provided via the Website.  Some costume items will be provided directly by the Franchisor and some may be purchased by the Franchisee or dance team members at the direction of the Franchisor.  Franchisee shall order any costumes required to be ordered directly through the Franchisor in one order per choreography at the direction of the Franchisor.  Franchisee acknowledges and agrees that Franchisor will determine the time at which costumes will be ordered, that all monies for costuming may be due in one payment at time of order, and that the order may be required six weeks or more prior to receipt of costumes.  An additional shipping fee will be assessed for costumes ordered through the Franchisor.
    2. Franchisee may pass on the cost of costumes and shipping costs to the local dance team members under the discretion of the Franchisee.
    3. There are no refunds for costumes or shipping costs.
    4. The same provisions in this Article applies to team t-shirts.
    5. Additional orders of costumes or team t-shirts may be made by the sole discretion of the Franchisor.
    6. The Franchisee shall not create alternate costumes or team t-shirts unless given written approval by the Franchisor.
    7. Purchase of the costume is not required for any individual team member except as provided in section 5.5.
  5. Performances:
    1. Performances are not required.  Franchisor understands that a Franchisee or an individual team member may be utilizing the brand and training for practice and training purposes only.
    2. If a team member associated with the Franchisee does perform, that team member must be wearing the approved costume for that performance.
    3. There is no minimum or maximum number of performances per season or per choreography.
    4. A performance at a Congress, festival, or similar scale performance must have a minimum of 3 couples for coed teams or 3 dancers for the ladies team unless the Franchisee receives prior written approval of the Franchisor.  
    5. For smaller local performances that would not fall under 5.5.d., the performance may have as few as 2 couples for coed teams or 2 dancers for ladies team. 
    6. The first performance of the choreography by the Franchisee team members must be approved by the Franchisor after review of video submitted by Franchisee.  Franchisee must submit a video of potential performers at least one month prior to a debut of that choreography.  Video submissions for review will be sent to lafuerzadance@gmail.com or submitted by a method approved by Franchisor and to the parties specified by Franchisor.  Franchisor reserves the right to require live review during a skype-style rehearsal or visit by Mr. Fausto or his agent.  
    7. Video submissions are used to provide feedback on incorrect movements and unapproved changes to Franchisee.  If Franchisee does not correct unapproved changes (i.e. mis-taught choreography, timing, and styling) and the franchise team performs known incorrect movements as part of the collective choreography (i.e. this does not include a mistake by a single team member), then Franchisee shall pay an Error Fine of $25 per change to choreography.  This includes changes to music, styling, or costuming.
    8. The date of the debut performance shall be pre-approved by Franchisor.  The first performance of the choreography shall be after a time period specified by Franchisor, such as month 6 of the season, in order to allow for the franchise teams to debut at approximately the same time.
    9. If Franchisee debuts a choreography without approval or on a date that is not approved, then Franchisee shall pay a Fine of $250 per performance until such time as Franchisee receives permission to debut the choreography.
    10. Congress collaborations and calendar: Franchisee shall submit to lafuerzadance@gmail.com, or method as directed by Franchisor, all Congresses and festivals at which Franchisee’s dancers will perform as soon as Franchisee plans on attending such event.  Franchisor intends to create a calendar of Congresses and festivals at which all franchise teams plan to perform.  Franchisor, under his sole discretion, may assign a franchisee to be the lead organizer on a collaboration performance based on which franchisee first announces attendance at that event or any other criteria as determined by Franchisor.
    11. The Franchisor has the right to prohibit a specific performance, performance location, or a specific franchise team member from performing under the sole discretion of the Franchisor.
    12. Once the 8-month season is over under this Agreement, Franchisee may continue to perform a prior choreography as long as the Franchisee is under active Agreement with Franchisor, the piece is performed by active team members, and the choreography is being rehearsed to maintain the quality standards herein.

 

Article 6: Franchisee Responsibilities

  1. Franchisee will be or will assign a local artistic director to run the local franchise team.  Franchisee may have a second individual assist with teaching and training, as specified in section 5.2.c.  Franchisor reserves the right to approve any assistant utilized by Franchisee to teach choreography or train franchise dancers.  Franchisee may not transfer any of his or her rights or obligations under the terms of this Agreement to anyone else without Franchisor’s written consent.
  2. Franchisee is responsible for handling any disputes or inquiries from dancers associated with the local franchise team.  Franchisor will only answer questions or provide guidance directly to the leadership of the franchise team and not to individual team members, excluding live instruction.  If a team member attempts to communicate questions, concerns, or issues to the Franchisor directly, the Franchisor will refer the issue back to the Franchisee.
  3. Franchisor recommends that Franchisee enter into an agreement directly with franchise team members to outline the relationship between the dancer and Franchisee and their respective commitments to one another.  If such contract is executed, Franchisor has the right to pre-approve language contained therein and receive a copy the Franchisee-team member agreement.  Any such Agreement cannot contradict this Agreement and does not control Franchisor.
  4. Franchisee has the responsibility to communicate the expectations and applicable provisions in this Agreement to the franchise team members, preferably through the agreement between the Franchisee and team members.  The local franchise team members have no direct contractual obligations to Franchisor, only under any agreement with Franchisee, which shall be communicated to local dancers.  Franchisor is not liable for any injury to a local franchise team dancer, which should be memorialized in the local team member agreement.
  5. Franchisee is responsible for locating and paying for rehearsal space, for maintaining the appropriate business licensing and filings as relevant, and for any tax obligations both locally and federally.  Franchisor acknowledges that Franchisee may be a business, individual, or otherwise associated with an existing business such as a dance studio.  Franchisee is responsible for procuring and maintaining any insurance policies for the rehearsal locations, its operations, or businesses. Franchisee and its agents are not employees of Franchisor.
  6. Franchisee is responsible for safeguarding the password used to access the Website and for any actions on the Website under Franchisor’s password.  Franchisor encourages Franchisors to utilize “strong” passwords, such as those utilize a combination of upper and lower case letters, numbers, and special characters.  Franchisor is not liable for any loss or damage arising from Franchisee’s failure to comply with these recommendations and maintain security of the password.  Franchisees and authorized users should not share the password, let anyone else access the subscription account, or do anything else that may jeopardize the security of the Website or the Franchisee’s account.

 

Article 7: General Provisions

  1. Term: The term of this Agreement is for eight (8) months.  The term begins on July 1, 2017 and ends on February 28, 2018.  Either party may terminate this Agreement upon 30 days written notice to the other party, as required by law, or under the termination provision in subsection 7.2, under the terms contained within this Article.
  2. If Franchisee violates any provision of this Agreement, or otherwise under the sole discretion of Franchisor, Franchisor may and shall have the right, at its option, to terminate this Agreement and all rights granted to the Franchisor hereunder.  The Franchisor may, but is not required to, grant the Franchisee the right to cure any violation or default prior to termination.
  3. Termination of the Agreement by either party does not allow for a refund of any money under Article 3, costs of costumes or team t-shirts, shipping costs, or any other monies paid to Franchisor by Franchisee.
  4. Even after Termination of this Agreement, the following provisions shall continue to be in full effect and follow the parties: Article 1, Article 2, Section 4.2, Section 5.5, Article 6, and Article 7.
  5. This Agreement contains the entire Agreement between the parties and supersedes any and all prior agreement concerning the subject matter hereof.  The Franchisee agrees and understands that the Franchisor shall not be liable or obligated for any oral representations or commitments made prior to the execution of this Agreement or for claims of negligent or fraudulent misrepresentation based on any oral representations.  No modifications of this Agreement shall be effective except those in writing and signed by both parties.  
  6. The Franchisor does not authorize and will not be bound by any representation of any nature other than those expressed in this Agreement.
  7. If any term of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.