Barre Eclipse Studio Partnership Terms and Conditions Agreement

1. Definitions: In this Agreement, the following terms shall have the meanings as described below:
   * "Partnership": Refers to the Barre Eclipse Studio Partnership.
   * "Partner Portal": An online platform provided by Barre Eclipse containing materials and resources for businesses.
   * "Us"/"We"/"Our": Refers to Barre Eclipse.
   * "You"/"Your": Refers to the purchasing business or studio.

1. Partnership Includes:
   1. Access to My Library, including the Certification Course, The Source, the Partner Portal, and Free Playlists.
   2. A select number of coupon codes for our teacher training course based on your purchase (5, 12, or 20-pack).
   3. Premade marketing and recruitment materials include job descriptions, newsletters, social media posts, and promotional posters.
   4. Training resources include emails, timelines, facilitation tips, nurturing your instructors, and more.
   5. Launching guide and assets to help promote the new barre classes.
   6. A whole year of curated social media content and program ideas.

2. Usage and Restrictions:
   1. The resources provided in the Partner Portal are for your business use only.
   2. Redistribution, resale, or sharing of the materials accessed from the Partner Portal to a third party not affiliated with your business is strictly prohibited.

3. Coupon Code Usage and Pricing:
   1. The coupon codes provided to the business for the Barre Eclipse Studio Partnership are designed to offer flexibility in pricing to accommodate your needs.
   2. When selling publicly, you may not sell the coupon codes for a price higher than the current established price of $749.
   3. If you choose to sell the coupon codes privately, such as in exclusive offers or special promotions, you may set any price you deem appropriate without restriction.

4. Intellectual Property (IP):
   1. All content, materials, and resources provided are the intellectual property of Barre Eclipse.
   2. Permissions:
      1. You may use the IP marketing materials, including but not limited to logos, poster designs, social media posts, and premade emails, to promote your partnership with our Barre Eclipse, including our Certification Course, instructor resources such as the Source, and the Eclipse Pass for online classes hosted on our app.
      2. You may use the IP within your physical studio and online across various channels, such as websites, blogs, emails, social media, and digital advertisements, to promote your in-person classes only and your practice teaching sessions in conjunction with our Certification Course.
   3. Restrictions:
      1. You may not use the IP to promote your own Barre Eclipse training or online classes or apps, whether private or public. This measure preserves the clarity and consistency of our brand, ensuring that the "Barre Eclipse" name remains exclusive to our programs.
      2. Partners are allowed to modify Barre Eclipse materials for their studio use but cannot use the Barre Eclipse brand name with these changes. The original materials remain Barre Eclipse's property. Redistribution, sale, or transfer of these materials to third parties is not permitted without Barre Eclipse's explicit approval. Upon partnership termination, all use of Barre Eclipse materials must cease, and any copies must be returned or destroyed.

5. Terms of Right of First Refusal (ROFR):
   1. This clause applies to partners who have paid the add-on fee of $500 for the ROFR option, granting them the exclusive right to buy out their competitors in case of a potential new partnership with Barre Eclipse in their designated area.
   2. Eligibility and Scope:
      1. This ROFR is available to existing Barre Eclipse partners who have paid the ROFR fee.
      2. As Radius Determination outlines, the ROFR applies within a predefined geographical radius of the partner's primary studio location.
   3. Duration:
      1. The ROFR is valid for one year from the date of purchase, after which it must be renewed. The payment will automatically debit the card on file every year on the renewal date until canceled.
   4. ROFR Exercise: Two-way communication approach:
      1. The partner is responsible for notifying us of competing studios within the defined radius. We are not accountable for any establishments or businesses not specified in your list. You must list potential competing studios in your predefined area to maintain this exclusivity. Upon your submission, we will strive to refrain from granting new partnerships to studios on that list. Further, you are responsible for maintaining the list and its accuracy. However, partners must understand that we cannot withdraw or limit the rights of studios already our established partners within that area.
      2. The partner agrees to promptly inform Barre Eclipse of any potential competitors within their designated area who may express interest in partnering with Barre Eclipse.
      3. This proactive communication allows Barre Eclipse to provide the partner with the ROFR opportunity promptly.
      4. Barre Eclipse commits to promptly notify the partner if another studio or individual within their designated area expresses interest in partnering with Barre Eclipse.
      5. This two-way communication approach ensures that the partner is allowed to exercise their ROFR.
      6. The ROFR holder will have 48 hours to exercise their right of first refusal and up to one week to submit payment.
   5. Terms of Buyout:
      1. Suppose the ROFR holder chooses to exercise their right. In that case, the buyout will match the cost or investment amount proposed by the potential new partner.
      2. The ROFR holder must comply with all legal and financial obligations associated with the buyout.
   6. Non-Exercise of ROFR:
      1. Suppose the ROFR holder chooses not to exercise their right or fails to respond within 48 hours or submit payment within one week of exercising their ROFR rights. In that case, Barre Eclipse reserves the right to proceed with the new partnership.
   7. Transferability:
      1. The ROFR is not transferable.
   8. Renewal and Cancellation:
      1. The ROFR can be renewed annually upon payment of the prevailing renewal fee.
      2. Either party may choose not to renew the ROFR at the end of the term.
      3. Barre Eclipse reserves the right to cancel the ROFR for any breach of contract or non-compliance with Barre Eclipse's policies.
   9. Radius Determination:
      1. The exclusivity radius in ROFR agreements is tailored to the population size of the city or town where the partner's primary studio is located:
         1. Major Metropolitan Areas (Very High Population): A .5-mile radius for major cities exceeding 500,000.
         2. Urban Areas (High Population): A 1-mile radius for cities with a population between 100,000 and 400,000.
         3. Suburban Areas (Moderate Population): A 3 to 5-mile radius for cities or towns with a population between 10,000 and 100,000.
         4. Rural Areas (Low Population): A 5 to 10-mile radius for cities or towns with a population of less than 10,000.
      2. Barre Eclipse will provide partners with an interactive map, clearly delineating the specific radius based on their city or town’s population category.
   10. Purchase of Additional ROFR for Expansion Areas:
      1. Provisional option for purchasing additional Rights of First Refusal (ROFR) for areas beyond the initially designated radius, catering to potential expansion plans.
      2. Eligibility for Additional ROFR Purchase:
         1. Existing partners in good standing with Barre Eclipse and have already purchased an initial ROFR are eligible to acquire additional ROFRs for other areas where they intend to expand or to expand their initial radius.
         2. This opportunity is subject to the availability of the desired area and Barre Eclipse’s strategic plans.
      3. Process for Acquiring Additional ROFR:
         1. Partners interested in securing additional ROFRs should formally request Barre Eclipse at, outlining their intended expansion area and rationale for the request.
         2. Barre Eclipse will review each request on a case-by-case basis, considering market potential, existing partnerships in or near the proposed area, and overall alignment with Barre Eclipse’s expansion strategy.
      4. Terms and Conditions for Additional ROFR:
         1. The terms, including the fee, duration, and geographical scope for each additional ROFR, will be determined by the specifics of the proposed expansion area and mutually agreed upon by both parties.
         2. Each additional ROFR will be treated as a separate agreement, with its own specific terms and conditions, while still adhering to the general principles and standards of the original ROFR agreement.

6. Payment and Refund Policy:
   1. No Full Refunds: Please be advised that all Barre Eclipse Studio Partnership and ROFR add-on purchases each come with a $100 non-refundable administration fee. Further, each used Coupon Code comes with a $50 non-refundable administration fee.
   2. Partial Refunds: You may request a partial refund within 30 days of the purchase date. The refund will be the total purchase price minus the non-refundable $100 administration fee and $50 per used coupon code administration fees—no refunds are granted after the 30-day window.
   3. No Refunds: ROFR buy-out purchases are non-refundable.
   4. Refund Process:
      1. Please contact to request a refund, providing the relevant purchase details.
      2. Once the refund request is received, our team will review the details and, if accepted, will process the refund, minus the administration fees noted above, to the original payment method.
      3. You will lose access to the Partner Portal and may not use the IP.
      4. We will deactivate all coupon codes when a refund is processed. Any trainees currently enrolled in training using these coupon codes will lose access to their training resources.
   5. Honor System for IP: We trust our partners and former partners to act with integrity. Upon processing a refund, we request that you cease using Barre Eclipse's IP across all physical and digital platforms.

7. Limitation of Liability:
   1. By partnering with us, you acknowledge the inherent risks of physical activities associated with general movement and fitness classes. You understand these risks, agree to take necessary precautions, and adhere to your establishment's safety guidelines.
   2. With this, you release Barre Eclipse, its agents, and employees from any liabilities, claims, or expenses arising from injuries, illnesses, or damages sustained during or from offering Barre Eclipse classes, including:
      1. Injuries from physical activities or use of equipment and props;
      2. Acts or oversights of Barre Eclipse representatives;
      3. Any existing health conditions of you, your instructors, or your customers.
   3. You agree to indemnify Barre Eclipse against claims related to their participation in Barre Eclipse classes. You are responsible for yourself and your community and must seek medical advice when needed.
   4. General Limitation: Barre Eclipse, its agents, and employees shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or inability to use the Barre Eclipse Studio Partnership services, materials, training, fitness classes, and support.
   5. Fitness Training: While our fitness training is safe and effective, we do not assume responsibility for any injuries or health complications that may arise during or after our fitness training.
   6. Financial Outcomes: While we have designed the Barre Eclipse Studio Partnership program to assist you in potentially increasing revenue, we make no guarantees, representations, or warranties regarding a business's actual or potential financial outcomes or profitability.
   7. Marketing Material: Barre Eclipse provides marketing materials as tools to aid in promoting and for a successful launch of Barre Eclipse to your community. However, we cannot guarantee the efficacy of these materials in every market or demographic. You are encouraged to tailor these materials to suit your audience best while adhering to our Intellectual Property stipulations.
   8. Support and Success: Barre Eclipse offers ongoing support to bolster the success of our partners. However, a business's ultimate success depends on various factors, many, if not all, of which are beyond the control of Barre Eclipse. We do not guarantee specific outcomes or levels of success.
   9. No Warranties: We provide Barre Eclipse services and materials as is without any warranties, either express or implied. Including, but is not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Nevertheless, we genuinely value and welcome feedback to enhance our offerings.

8. Competition and Collaboration:
   1. You understand that neighboring businesses may partner with us and offer Barre Eclipse classes. While we do not control or restrict the distribution of our partnerships, we encourage a spirit of collaboration over competition.
   2. Please contact us if you want to purchase a Right of Usage.
   3. We are not liable for the business decisions of other establishments in your vicinity. However, multiple Barre Eclipse partners in a close area can be an opportunity rather than a challenge. Partners are encouraged to consider this an exceptional situation to build bridges, collaborate, and create a united Barre Eclipse community.
   4. Embracing this approach can lead to joint marketing efforts, shared events, and a more substantial local presence for the Barre Eclipse brand, benefiting all involved.

9. Barre Eclipse Class Naming and Licensing:
   1. Partners acknowledge and understand that classes may only be named and marketed as "Barre Eclipse" if Licensed Barre Eclipse Instructors teach them. Maintaining the integrity and standards associated with the Barre Eclipse brand is imperative.
   2. Furthermore, partners must ensure their instructors maintain their Barre Eclipse licensing status to continue utilizing the Barre Eclipse name for classes. After the initial complimentary year of licensing, each instructor will pay an annual fee of $50 to maintain their Barre Eclipse Instructor status, of which you are welcome to pay the licensing fee for your Instructors.

10. Brand Protection and Integrity:
   1. Should conflicts or controversies arise that jeopardize the essence of this Agreement, both Barre Eclipse and the Partner hold the authority to implement measures safeguarding their individual brand's esteem and image. These steps may encompass ceasing shared marketing materials and detaching from current promotional ventures.
   2. Suppose issues emerge due to activities, situations, or conflicts that oppose Barre Eclipse's foundational values — such as promoting body-shaming, hate speech, misinformation, harassment, violence, illegal ventures, privacy breaches, unethical conduct, or behavior deemed discriminatory like racism, sexism, ageism, or particular political views — which could taint Barre Eclipse's brand reputation. In that case, Barre Eclipse retains the right to demand the elimination of any content birthed from this partnership encompassing posts, reels, stories, and related media.
   3. Furthermore, Barre Eclipse holds the prerogative to distance its brand from your promotional campaigns, including avoiding featuring or endorsing your business in forthcoming ventures or collaborations.

11. Non-Disparagement Clause:
   1. We agree to foster a nurturing and constructive alliance and shield the reputation and interests of both parties during and after post-collaboration.
   2. Both parties, their agents, and employees concur not to defame each other through oral or written means such as comments, reviews, social media engagements, or any public or private communications that might detrimentally affect the other's image or goodwill.
   3. Both entities pledge to confront any disagreements or clashes respectfully and professionally, addressing them directly and striving for an amicable resolution while preserving confidentiality. If differences persist despite these endeavors, we refer to the process detailed in this Agreement's 'Dispute Resolution and Mediation' clause.

12. Dispute Resolution and Mediation:
   1. In case of any dispute related to this Agreement, both Barre Eclipse and the Partner commit to resolving it through good-faith negotiations.
   2. If we cannot find a resolution 30 days after one Party notifies the other of the Dispute, either Party can initiate mediation. Both Parties will jointly select a neutral mediator. If we cannot agree on a neutral mediator within 15 days, an external body, e.g., the American Arbitration Association, will appoint one. Both parties share mediation costs equally.
   3. The mediation will follow the chosen mediator or body's procedures, and all discussions will remain confidential. Any mediation outcome will bind both Parties and be enforceable in a competent court.
   4. We require mediation before pursuing legal action. During any Dispute resolution, both Parties must continue fulfilling their Agreement obligations unless it risks significant harm.

13. Governing Law:
   1. Washington, United States of America's laws shall govern this Agreement.