Brazily Fitness Liability Waiver, NDA,
& Instructor Agreement

I volunteer to participate in the Brazily® Dance Instructor training, by Brazily® Fitness Inc. This is a dance fitness program that includes a combination of low- and high-intensity dance movements and rhythms from Brazil. I understand that by participating in any kind of physical activity, there is always a risk of injury, and I am choosing to participate and assuming this risk on my own. I warrant that I am of the age of consent (18 years or older) and that I am competent to sign this contract in my own name. By electronically signing below, I do hereby release and hold harmless Brazily® Fitness Inc. and the owners and managers at Brazily® Fitness Inc. of any liability related to injuries or accident that may occur during participation in this dance fitness program and training.

NON-DISCLOSURE AGREEMENT FOR LICENSEES

Whereas Brazily® Dance, of Brazily® Fitness Inc. is providing me training and license as a dance aerobics instructor in methods of teaching Brazily® Dance and fitness, I acknowledge and agree that:

(a) Brazily® Dance of Brazily® Fitness Inc. has developed unique and distinctive methods of dance aerobics instruction and exercise including but not limited to methods, procedures, choreography, dance routines, languages, and music selections (Together the Brazily® Dance Formula) that are confidential property of Brazily® Fitness Inc.;

(b) Brazily® and all its associated programs, services and products are the property and pending trademarks owned by Brazily® Fitness Inc.;

(c) Prior to my training and licensee training by Brazily® Fitness Inc., I had no knowledge of such methods;

(d) I will not disclose, duplicate, reproduce any confidential information, material or methods that I receive in the course of my training;

(e) I will not train, license or certify any other individual in the Brazily® Dance Formula or use the name or registered trademark of Brazily® Fitness Inc. in any unauthorized way. All exceptions must be granted in writing by Mariana Nobre Soares Loureiro dos Santos, Founder and Owner of Brazily® Fitness Inc.;

(f) My license to teach Brazily® Dance and represent Brazily® Fitness Inc. is only valid as long as I maintain my monthly membership and license in good standing;

(g) I understand that if I fail to make my membership payments for six (6) consecutive months, I must go through the Brazily® Dance training and video assessment again in order to regain my license and access to all materials;

(h) After the completion or termination of my period of license, I will continue to adhere to the confidentiality obligations set forth above;

(i) I understand that the choreography provided by Brazily® Fitness Inc. may only be used in official Brazily® Dance classes. I may not use this choreography to teach or incorporate into any other fitness or dance format.

By typing my full name below I am electronically signing and agreeing to the above terms. *

SCHEDULE OF TERMS AND CONDITIONS

License to Conduct the Brazily® Dance Fitness Formula: When, in our reasonable opinion, you have satisfied the licensee guidelines contained in the Instructor Resources, we will license you to conduct Brazily® Dance fitness classes. Subject to verification by us, you may conduct Brazily® Dance classes, and only Brazily® Dance classes, for which you have been licensed.

Classes: You will only conduct the Brazily® Dance Formula in classes: (a) In accordance with this Agreement; (b) In accordance with the Instructor Resources; (c) Once you have completed your initial training and we have given you consent to conduct Brazily® Dance classes; and (d) At the premises of a Licensed Club in the Territory.

Your Obligations: You will at all times ensure that the Methods executed in all Brazily® Dance classes: (a) Meet Brazily® Fitness Inc.'s standards of professionalism; (b) Satisfy the standards contained in the Instructor Resources; (c) Do not damage, dilute, or diminish the reputation of the Brazily® Dance program or Brazily® Fitness Inc.

Our Obligations: We will: (a) Maintain your license as set forth in Paragraph 1; (b) Ensure that all training is delivered to Brazily® Fitness Inc.’s high standards of professionalism; (c) Provide high-quality Instructor Resources; (d) Communicate with you on a regular basis and keep you updated on all Brazily® Fitness Inc. services and products.

Level Two and Master Trainer Program: Brazily® Fitness Inc. offers a Level Two Training Program designed to help instructors:

Improve their technique and coaching skills;

Deepen their understanding of the Brazily® Dance methodology;

Strengthen cueing, musicality, and classroom presence;

Prepare to become Master Trainers qualified to lead instructor trainings and earn income through training delivery.

Purchase of Materials: To conduct the Brazily® Dance Formula in your classes and maintain your status as a licensed Instructor, you must be an active member of our membership platform and:

Agree to pay the full cost of the initial Brazily® Dance Instructor Training;

Begin paying a CAD $40 monthly membership fee starting two months after the date you are officially certified and receive your certificate, which gives you access to choreography, programming, training, and marketing materials.

This monthly membership fee includes a one-year minimum commitment, beginning two months after certification. After this term, membership continues on a month-to-month basis unless canceled in writing.

You may qualify to waive your monthly membership fee by completing all required tasks in the Instructor Checklist, submitted at least 10 days prior to your next billing cycle. This allows Brazily® Fitness Inc. time to verify your submissions. In order to qualify for the ambassador program, you must submit your assessment video within 2 months of signing up or attend an in-person training. We may stop accepting new instructors into our ambassador program at any time.

You may also request to pause your membership fees for up to two (2) months per calendar year, which may be granted on a case-by-case basis at the sole discretion of Brazily® Fitness Inc.

If you go six (6) consecutive months without paying membership fees, your license will be revoked and you must complete the full instructor training and video assessment to regain your status.

Use of Materials: You may only use Instructor Resources and materials provided by Brazily® Fitness Inc. to conduct Brazily® Dance classes under this Agreement. You may not sell, distribute, alter, or reproduce them in any way unless authorized in writing.

Acknowledgment: You acknowledge that Brazily® Fitness Inc. owns or has rights to license the use of the Brazily® Dance program and related intellectual property. You will not claim any rights beyond what is granted in this agreement.

Disqualification and Termination: We may revoke your license if you breach this Agreement or fail to meet our standards. This Agreement may also be terminated by either party with at least 7 business days' notice.

Post-Termination: Upon termination, you must stop teaching Brazily® Dance classes and using any materials from Brazily® Fitness Inc.

Other Legal Terms: This agreement includes clauses on specific performance, independent contractor status, assignment, force majeure, governing law (Ontario), and use of electronic signatures.