(published 03.04.25)
Exos Course Educator Agreement
This Exos Course Educator Agreement (this “Agreement”) is dated as of the date of the last signature in the Exos Course Educator Form referencing this Agreement (the “Effective Date”) and is by and between Athletes’ Performance International, LLC (“Exos”) and the Educator specified in the Exos Course Educator Form. Capitalized terms used and not defined in this Agreement are as defined in the Course Educator Form.
Compensation
The Educator’s full compensation for instructing the Courses is as specified in the Exos Course Educator Form (the “Order Form”). The Educator shall submit an invoice to Exos as provided in the Order Form following satisfactory completion of the Services, including details to accurately reflect the Services accepted by Exos. Exos shall pay such amounts due subject to satisfactory completion of the Services net 30 days from receipt of any invoice. Exos shall reimburse the Educator for all actual, reasonable and documented travel related expenses incurred by the Educator in connection with providing the Services; provided that such expenses are: (1) approved in advance by Exos in writing; and (2) are accompanied by appropriate receipts. The Educator shall be responsible for all expenses that the Educator incurs in performing the Services, except as set forth in the Exos Course Educator Form.
Commission on Sales Driven
If the Educator will receive a commission on ticket sales as specified in the Order Form, Exos will provide the Educator with an affiliate link to promote Exos’ in person and online course offerings through Exos’ learning management system platform (the “Platform”). For each course sold by the Educator via the affiliate link, Exos will give the Educator a percentage, set forth in the Order Form, of the Net Sale Price for the applicable course (the “Commission”). For the purposes herein, “Net Sale Price” shall be defined as the actual selling price for the applicable course, minus taxes, Platform fees and other processing fees, refunds and chargebacks. The Educator’s right to such Commission shall accrue when the fees which are the basis of the Commission have been paid by the customer and the course has been delivered. For clarity, should a customer fail to pay or should a refund be issued for any reason, no Commission will be owed on such sales to the extent of such nonpayment or refund. The parties will meet on a quarterly basis to review the delivered courses that the Educator sold through the affiliate link provided by Exos, and Exos will pay the Educator the applicable Commission within 30 days upon receipt of an invoice accurately reflecting the Courses delivered during the previous quarter . Pricing and discounts for the Courses will be consistent with Exos Course pricing.
Term/Cancellation
Exos may cancel this Agreement or reschedule any Course upon 30 days’ notice to Educator. Either party may terminate this Agreement for cause (1) upon notice to the other Party of a material breach by the other Party if such breach remains uncured 30 days after the breaching Party’s receipt of such notice; or (2) if the other Party becomes the subject of a petition in bankruptcy or any other insolvency, receivership, liquidation or assignment for the benefit of creditors not discharged within 60 days.
Confidentiality & IP
Educator may have access to Exos program materials and content, including but not limited to, marketing tool kits, written handouts, programs, lectures, audio-visual content and other Exos proprietary information (collectively, the “Exos Materials”) and Exos logos and other trademarks (collectively, “Exos Marks”), all of which shall be the sole and exclusive property of Exos. This Agreement does not convey to Educator any rights of ownership to the Exos Materials or the Exos Marks. Educator agrees that it will not: (1) copy, modify, publish or create derivative works from the Exos Materials, including but not limited to, posting them on the Internet (e.g., Facebook, YouTube); or (2) photograph, film, record or otherwise capture in any format any Exos Materials, including but not limited to recording the Course or any Exos Materials. Further, Educator will not register any domain names that include the Exos Marks or make any other intellectual property registrations based on or similar to them. Subject to the foregoing, Exos hereby grants Educator a revocable right to use the Exos Marks solely to advertise the Course, in all cases only in a positive light and in accordance with all Exos written brand guidelines at: https://pages.teamexos.com/exosmediakit. Upon termination or expiration of this Agreement, Educator will within 10 days erase or destroy all copies of Exos Materials and certify in writing to Exos that it has done so.
General Terms
This Agreement is governed by the laws of the State of New York, USA. Any dispute between the parties will be adjudicated exclusively in the state or federal courts located in New York County, New York, and each party consents to personal jurisdiction and venue therein. This Agreement does not establish a joint venture, partnership, or employee/employer relationship between the parties. Educator shall indemnify, defend and hold harmless Exos and its affiliates, employees, officers, directors, shareholders, licensees and agents from and against any damage, loss, cost, liability and/or expense (including attorneys’ fees) for any claims arising out of or in connection with the acts or omissions of Distributor, or its affiliates, invitees, employees, officers, directors, shareholders, licensees and agents. Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other; provided that Exos may assign not less than all of its rights and obligations under this Agreement to a successor to its business. OTHER THAN WITH RESPECT TO VIOLATIONS OF THE PARAGRAPH ABOVE CAPTIONED CONFIDENTIALITY & IP, (1) NEITHER PARTY OR ITS AFFILIATES WILL HAVE ANY LIABILITY ANY LOST PROFITS, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN ADVISED OF THE POSSIBILITY THEREOF AND (2) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) TWO TIMES THE FEES PAID OR PAYABLE TO EXOS HEREUNDER OR (B) $500. All provisions of this Agreement that are intended by their nature to survive expiration or termination will survive, including all payment obligations and all provisions under the headings Confidentiality & IP and General Terms, it being further understood that if Exos has granted Distributor any exclusivity under this Agreement, that such exclusivity shall not survive. This Agreement constitutes the entire understanding between the parties and cannot be amended or modified unless approved in a writing signed by an officer of both parties.
[End of Agreement]