By registering for and/or participating in a Chair One Fitness Instructor Training program (“Training”) I consent to the terms of this Instructor Agreement (“Agreement”), effective as of the earlier of the date of my registration or the date of my participation in a Training. 

1. Definitions and Terms.
   • “Chair One” means Chair One Fitness, LLC, a Virginia limited liability company, and includes its employees, agents, and subsidiaries.
   • “Class” means a Chair One Event where an Instructor hosts a Chair One licensed or authorized chair exercise program.
   • “Code” means the Chair One Code of Ethics and Professional Conduct, as it may be amended from time to time.
   • “Confidential Information” means all non-public information which constitutes, relates or refers to the operation of the business of Chair One, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial, and statistical information of the Company.
   • “Event” means any Chair One Training, class, meeting, social gathering, or other occasion organized by or through Chair One and/or its related services.
   • “I,” “me,” “my,” “myself” and words of like import (capitalized or otherwise) mean and/or reference the undersigned, the person that is registering for and/or participating in the Training, and includes all heirs, successors, and assigns, as well as all family and household members.
   • “Instructor” means a person licensed to hold a Class.
   • “License” means the revocable right to hold Classes and utilize the Property in furtherance of holding Classes.
   • “Parties” means Chair One and myself.
   • “Property” means all real, tangible, and intangible property of Chair One, including the Chair One name and its goodwill.
   • “Training” means any Chair One Event where the successful participant will be certified as an Instructor.
   • “Website” means www.chaironefitness.com.
2. Voluntary Participation.  Participation in any Event is voluntary, and I will receive no compensation unless otherwise agreed to in a separate writing signed by an authorized representative of Chair One.
3. License.  Successful completion of a Training shall, subject to the terms of this Agreement, result in a one (1) year license as an Instructor, during which period I am only permitted to hold Classes.
   • During the term of the License, I am authorized to use Chair One’s Property, including its name, logo, trademarks, copyrighted material, methods, systems, customer information, and any other proprietary, private, and/or otherwise Confidential Information only in the furtherance of holding Classes.
   • The License or my status as an Instructor does not permit or authorize me to bind Chair One to any agreement or hold myself out as an agent or representative of Chair One.
   • A violation of the terms of the License, including, but not limited to the unlicensed use of Chair One Property and/or holding a purported Class or other purported Event without a valid License is an express breach of this Agreement, and I agree that the damage caused to Chair One shall be the greater of five hundred dollars ($500.00) or one hundred dollars ($100.00) per purported Class or other purported Event.
   • Any termination of this Agreement carries with it the termination of the License.
4. Liability & Responsibility.
   • While present at any Event, I agree to observe and obey all posted rules and warnings, and further agree to follow any oral instructions or directions given by Chair One.
   • I recognize that there are certain inherent risks associated with any physical activity, as well as with any Event, and I assume full responsibility for personal injury to myself, and further release and discharge Chair One for injury, loss, or damage arising out of my use of or presence at any Event, regardless of causation. 
   • I agree to indemnify, defend, and hold harmless Chair One against all claims, causes of action, damages, judgments, costs or expenses, including reasonable attorney’s fees and all other litigation costs, which may in any way arise from my use of any Chair One property or attendance at any Event.  The agreement to indemnify, save, and hold harmless includes, but is not limited to all claims, disputes, lawsuits, attorney’s fees, litigation expenses, judgments, and/or orders.
   • I agree to pay for all damages to Chair One property caused by me.
   • In the event I am injured at an Event, I permit Chair One to make all reasonably necessary arrangements for my medical care, for which I will be financially responsible.  
   • Chair One will provide no insurance for me, and I am responsible for any and all insurance I desire to have, or am required to maintain.
5. Code of Ethics & Professional Conduct.  Chair One adheres to a strict Code of Ethics and Professional Conduct (the “Code”), and all suspected violations of the Code will be investigated by Chair One. 
   • I acknowledge that the Code is available at the Website, that I have read and understood the Code, and that the Code may be amended from time to time.
   • If Chair One, in its sole discretion, determines that I have violated the Code, Chair One may immediately terminate any and all contracts with me, without penalty, including any licenses or certifications I may have that relate to Chair One.
   • If Chair One, in its sole discretion, determines that I have committed some act that, while not a direct violation of the Code, embarrasses, shames, or attracts negative attention to Chair One, exposes Chair One to liability, or otherwise harms Chair One, including any harm to its property or goodwill, Chair One may immediately terminate any and all contracts with me, without penalty, including any licenses or certifications I may have that relate to Chair One.
6. Non-Disclosure.
   • I may have access to Chair One’s Confidential Information, the nature of the information and the manner of disclosure of which are such that a reasonable person would understand it to be confidential.  I will not at any time or in any manner, either directly or indirectly, use for my personal benefit or the benefit of any third party, or copy, divulge, disclose, or communicate in any manner any Confidential Information.  I will protect and keep strictly confidential all Confidential Information. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, I will return to the Chair One all Confidential Information, whether physical or electronic, and all other Chair One property I may have. 
   • Any violation of the provisions related to the Confidential Information shall be deemed to cause irreparable harm to Chair One and money damages will not be sufficient to compensate for same.  I agree that Chair One is entitled to obtain injunctive relief, expressly including the entry of a preliminary injunction, as well as any and all monetary damages, attorney’s fees, and costs incurred to enforce the provisions related to the Confidential Information. 
   • The provisions related to the Confidential Information shall not expire.
7. Photo/Video/Media Authorization. 
   • Chair One has the right to use my likeness in all photographs, videos, and other media in any of its publications, whether printed, digital, or otherwise, so long as said use is for a reasonable Chair One business purpose (the “Authorization”).  Photographs, video, and other media taken by Chair One, or by any of its contractors, that contain my likeness are the property of Chair One, and I have no ownership right to said media, to direct or cease its use, to inspect, approve, or alter the media, or to be compensated for it use.
   • I agree to hold harmless and release and forever discharge Chair One from all claims, demands, and/or causes of action which I may have that relates to and/or arises from the Authorization. 
8. Choice of Law, Venue, and Jurisdiction. 
   • This Agreement shall be construed and governed by the laws of the Commonwealth of Virginia (without resort to any law or principle regarding conflicts of law). 
   • Jurisdiction regarding this Agreement lies solely in the state courts of the Commonwealth of Virginia and that venue lies only in the Circuit or General District Court of the City of Newport News Virginia. 
   • EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS, WHETHER SOUNDING IN CONTRACT OR TORT OR BASED UPON THE VIOLATION OF ANY STATUTE, ORDINANCE, REGULATION, OR OTHER LAW. 
   • I agree that any violation of this Agreement or other act by me that results in harm to Chair One shall be deemed to cause irreparable harm to Chair One and that money damages will not be sufficient to compensate for same.  I agree that Chair One is entitled to obtain injunctive relief, expressly including the entry of a preliminary injunction, to enforce the terms of this Agreement or otherwise cease the harm being caused, as well as any and all monetary damages, attorney’s fees, and costs incurred to enforce this Agreement.
9. Miscellaneous.
   • This Agreement shall not be construed against one arty or the other by virtue of it having been drafted, in whole or in part, by one party or the other, but rather, shall be interpreted in accordance with its fair meaning when viewed in its entirety.
   • The provisions of this Agreement are severable, and the unenforceability of any one provision shall have no effect on any other provision.
   • I acknowledge that I am not an employee of Chair One and that no employment or contractor relationship exists between myself and Chair One, unless otherwise established in a separate writing signed by Chair One.
   • There is no joint venture or partnership between myself and Chair One, unless otherwise established in a separate writing signed by Chair One.
   • Where logic dictates, references to the singular are to be construed to include the plural, and vice-versa.
   •  This Agreement sets forth the entire agreement and understanding between the Parties with respect to the transactions contemplated hereby and supersede all prior agreements, arrangements, and understandings which led to the subject matter hereof. 
   • Any change of this Agreement shall be made only in a writing executed by the Parties. 
   • This Agreement shall be assignable only by Chair One.
   • The failure of Chair One to require performance of any provision hereof shall in no way affect its right to, at a later time, to enforce the provision.  No waiver by Chair One, whether as to a term of this Agreement or a breach of this Agreement, shall be deemed a further or continuing waiver of any term of this Agreement, whether by conduct or otherwise, implied or otherwise, or in any one or more instances.
   • Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
10. Authority & Acknowledgement.
    • I am at least 18 years of age and am competent to contract my own name.
    • I am under no duress or pressure, and have had the opportunity to review this Agreement and the Code and have legal counsel review same.
    • I have read this Agreement and the Code before signing this Agreement, whether electronically or physically.
    • I fully understand the contents of and the legal rights, duties, and obligations detailed in this Agreement and the Code.