The following is the Anusara Elements™ teacher License Agreement. By paying your annual membership fee you have agreed to the following terms of contract.

Anusara Elements™ License agreement (2022)  

<CONTRACTNAME>
Dated as of: <AGREEMENTDATE>
Licensee: <CLIENTNAME>:
Address: <CLIENTADDRESS><CLIENTSTATEPROV><CLIENTPOSTALCODE>
E-mail Address: <CLIENTEMAIL>
This license agreement (the “Agreement”), when signed by Anusara School of Hatha Yoga, Inc., a 501(c)(3) non-profit organization (“Licensor”), and signed by the undersigned teacher (“Licensee”), who has received Anusara Elements™ yoga teacher status, will confirm our understanding and agreement to use Licensor’s Licensed Marks (as defined below) upon the terms and conditions contained herein.

Commitment to Continuing Education
One of Anusara School of Hatha Yoga’s ‘Core Values’ is “Excellence defined by high standards, professionalism and a desire to learn”. One way that this core value manifests for all licensed teachers of Anusara yoga (Elements, Inspired, Certified and ECAT) is through our commitment to continuing our education by. (1) Attending events with other Anusara teachers and Subject Matter Specialists. (2) Studying subjects that relate to yoga and to our teaching, such as anatomy, the subtle body, pranayama, meditation, etc. (3) Sharing our learning with our colleagues, the other licensed teachers in our local area, and (4) Keeping up a regular yoga practice. All teachers that hold an Anusara license have this commitment and take personal responsibility for their growth and development as teachers of Anusara yoga.

1- License Completion. Teacher has completed the prerequisites for becoming an Anusara Elements™ yoga teacher. Upon final acceptance by Licensee and Licensor of the terms of this Agreement, as evidenced by their respective signatures below and receipt by Licensor of the executed agreement and fees, Licensee’s license will become complete, and Licensee can represent themselves as an Anusara Elements™ Yoga Teacher subject to the terms and conditions set forth herein.

2- Rights Granted. Licensor hereby grants to Licensee, throughout the “Licensed Territory” and during the “Term” (both as defined below), the non-exclusive right to use the Licensed Marks, in connection with the marketing, advertising, promoting, and publicizing the teaching of Anusara Elements™ yoga and/or Anusara® yoga classes, and with the Licensed Services, Licensed Property and Licensed Merchandise on the terms and conditions contained herein. As used herein, “Anusara Elements™” yoga refers to an introductory level status of Anusara yoga teachers wherein the Licensee has met some, but not all, of the requirements to qualify as an Anusara-inspired™ or Certified Anusara yoga teacher. As used herein, “Anusara” is a method of hatha yoga founded in 1997 that integrates its own philosophical belief with its “Universal Principles of Alignment™.”

3- Definitions.
a. Licensed Marks means the following proprietary names, and/or trademarks and any combination thereof owned by Licensor: UNIVERSAL PRINCIPLES OF ALIGNMENT™, ALIGN WITH THE DIVINE™, and ANUSARA ELEMENTS™. Licensee agrees to use the Licensed Marks only in the form and manner shown in the Anusara Identity and Branding Guidelines, which may be amended from time to time at the discretion of Licensor, and posted online in the Teachers’ Lounge section of the website www.anusarayoga.com.
b. Licensed Territory covered by this Agreement is worldwide.
c. Term of this Agreement shall commence on signing and terminate on <CONTRACTENDDATE> unless terminated earlier as provided for herein.
d. Licensed Property includes all printed, electronic or digital material of any kind for marketing, advertising, promoting or publicizing the Licensed Services and using, depicting or otherwise displaying the Licensed Marks.
e. Licensed Merchandise includes Licensee’s digital audio and video material for which a fee is charged, including but not limited to any downloadable or streaming online video and/or sound recordings and telephone-delivered audio/video and transcripts, videotapes, audio tapes, compact discs, and DVDs; books; apparel; jewelry; yoga lifestyle accessories; that bear the Licensed marks in any manner (e.g. textually, aurally or visually, etc.).
f. Licensed Services includes the offering and conducting of yoga classes or classes/talks/speeches/lectures on yoga methodology or philosophy in which the Licensed Marks are used.
g. Universal Principles of Alignment™ refers to alignment principles used in Anusara yoga and Anusara Elements™ yoga classes.
h. Experienced Anusara® is used to refer to teachers who are licensed under certain requirements, which are defined in the “License Agreement for Experienced Anusara® yoga teachers.”
i. Certified Anusara® is used to refer to teachers who are licensed under certain requirements, which are defined in the “License Agreement for Certified Anusara® yoga teachers.”
j. Anusara-Inspired™ is used to refer to teachers who are licensed under certain requirements, which are defined in the “License Agreement for Anusara-Inspired™ yoga teachers.”
k. Anusara Elements™ is used to refer to teachers who are licensed under certain requirements, which are defined in the “License Agreement for Anusara Elements™ yoga teachers”.

4- Terms of Use.
Licensee agrees to conduct all development, merchandising, advertising, promotion, and performance of the Licensed Services in a dignified manner, consistent with enhancing the general reputation of the Licensed Marks and the Licensor, and in accordance with good trademark practice. In addition:
a. Licensee agrees to use the Licensed Marks only in the form and manner shown in the Anusara Trademark Usage Guidelines and shall not modify or change the Licensed Marks in any way without the prior written consent of Licensor.
b. Licensee shall cause to be printed legibly on all Licensed Property or Licensed Merchandise wherein the Licensed Marks appear, the designation ®, ™ or such other comparable notice as designated by Licensor.
c. Upon the request of Licensor, Licensee shall modify the trademark notice used with the Licensed Marks promptly upon its receipt of notice from Licensor.
d. Licensee shall cause to be printed legibly on all Licensed Property or Licensed Merchandise using, depicting, or otherwise displaying the Licensed Marks a legend that reads “Anusara Elements™ are trademarks of Anusara School of Hatha Yoga, Inc., and are used under a license.”
e. It is the Licensee’s responsibility to ensure that all their classes, workshops, and trainings use the Licensed Marks correctly.
f. Licensee must provide all hosting studios and any venue advertisers with the appropriate use of the Licensed Marks. Non-Anusara Elements™ yoga classes must be clearly designated as such in all advertising.

5- Limitations on Use.
a. Licensee must follow the Anusara Communications Guide and Trademark Usage Guidelines on the use of the Licensed Marks including prescribed colors, keywords, and fonts. Licensed Marks cannot be modified, except for proportional resizing.
b. Licensee shall not represent themselves as fully licensed or as a Certified Anusara or Anusara-Inspired™ yoga teacher or infer or imply that Licensee is authorized to teach Anusara yoga workshops, teacher trainings, or Immersions in marketing, advertising, or publicizing. Licensee may use the terms Anusara® and “Anusara Elements™” yoga in connection with the marketing, advertising, and publicizing of the teaching of their yoga classes.
c. Subject to Licensor’s prior written approval, Licensee may use Licensed Marks in the subtitle of his/her studio name, but Licensed Marks shall not be used as the main title and shall not be used in an email address and/or a domain name.
d. Licensed Marks may be used in and on Licensed Merchandise upon written approval of Licensor at its sole option. To be granted approval, Licensee must submit to Licensor a detailed description of the Licensed Merchandise and its uses in writing and samples or prototypes.
e. Licensee may use the Licensed Marks in text in connection with Licensed Product descriptions, including biographies in books, digital audio and video material.
f. Licensee may use the Licensed Marks in connection with Licensee’s name, a Fan Page or Channel on social media platforms only in combination with other terms signifying regional designations or a teacher’s personal name.
g. Within thirty (30) after the termination of this Agreement, Licensee shall delete all Licensed Marks from all Fan Pages, Channels, or social media platforms including, but not limited to, Facebook, Twitter, YouTube, Snapchat and Instagram. In addition to deleting such Licensed Marks, Licensee shall remove all references to Anusara from such Fan Pages, Channels, and social media platforms. If Licensee does not remove all such Licensed Marks, Licensee recognizes that Licensee shall be in breach of this Agreement and shall be liable to Licensor for damages in law and equity.
h. Licensee shall not adopt or use, any variation of the Licensed Marks, including translations, or any mark similar to or likely to be confused with the Licensed Marks. If Licensor consents to any variations of the Licensed Marks or Licensee adopts any variations (the “Variations”), Licensee agrees that Licensor shall own the Variations.

6- Quality Review. To protect the valuable goodwill associated with the Licensed Marks and the reputation and high standards of Licensor, Licensor has the right to impose reasonable controls over the nature and quality of the Licensed Services, Merchandise and/or Property being offered, provided and/or conducted under the Licensed Marks. Licensee agrees to maintain the high standard of quality for which Licensor is known.
a. Licensee shall supply Licensor with copies/samples of any and all Licensed Property and Merchandise distributed or disseminated in which the Licensed Marks will appear. Licensee shall provide such copies to an address established by Licensor.
b. Licensee shall supply and provide Licensor with any website URL in which the Licensed Marks will appear.
c. Licensee acknowledges Licensor’s right to review and disallow any and all materials bearing the Licensed Marks or Licensed Merchandise at any time before and after sale, publication and distribution. In addition, Licensee shall, upon request of Licensor, arrange for and permit Licensor or its representatives to inspect the premises of any and all facilities in which the Licensed Services will be or are provided or to observe the Licensed Services provided under the Licensed Marks.
d. The Licensor shall determine whether Licensee has met or is meeting the standards of quality so established and is using the Licensed Marks properly. If Licensor determines that the Licensed Services, Licensed Property or Licensed Merchandise do not meet the appropriate standards of quality or do not display the Licensed Marks properly, Licensor may require Licensee to immediately stop all improper uses and the distribution or sale of such improper usage. In such instance, Licensor shall provide written notice to Licensee, and Licensee shall, at its own expense, correct the deficiency to Licensor’s satisfaction. If Licensee fails to cure the deficiency to Licensor’s satisfaction, which will not be unreasonably withheld, within 30 days, Licensor may terminate this Agreement.

7- Ownership of Trademark Rights. Licensee acknowledges and agrees that the Licensed Marks and ANUSARA®, ANUSARA® YOGA and Yoga character design (collectively the Anusara Marks), and the goodwill associated therewith are the sole and exclusive property of the Licensor or its assignees and that all use of the Anusara Marks by Licensee shall inure to the benefit of and be on behalf of Licensor. Licensee further acknowledges and agrees that nothing in this Agreement shall give Licensee any rights, title or interest in and to the Anusara Marks other than the right to use the Licensed Marks in accordance with this Agreement.
Licensee shall not contest or deny the validity or enforceability of the Anusara Marks or oppose or seek to cancel any registration thereof by Licensor, or assist others in doing so, either during the Term of this Agreement or at any time thereafter.

8- Protection of Trademarks. If during the term of this Agreement any actual or potential infringement or unauthorized use of any of the Licensed Marks by any third party shall come to the attention of Licensee, Licensee shall immediately give written notice thereof to Licensor and shall cooperate fully with Licensor in taking all steps necessary to stop any such infringement or unauthorized use. Licensor shall have the sole right, at its expense, to bring any action on account of any such infringement or unauthorized use. The expense of any litigation necessary to stop such infringement or unauthorized use shall be borne by Licensor and any recovery had thereon shall inure entirely to Licensor and Licensor shall reimburse reasonable expenses incurred by Licensee to support the litigation. Licensee undertakes and agrees that at no time will it bring any legal proceedings against any third party on behalf of Licensor or with respect to Licensee’s rights in the Licensed Marks.

9- Termination. This Agreement shall terminate upon written notice for cause in the event Licensor determines that Licensee has failed to comply with or is not meeting one or more of the following criterion or events:
a. The Anusara Elements™ yoga teaching standards;
b. Breach by Licensee of any provision of this Agreement and continuance of such breach for 10 days after written notice thereof to such Licensee;
c. Failure of Licensee to comply with or to perform any provision or condition of this Agreement (including payment of any fees due) and continuance of such failure for 10 days after written notice thereof to such Licensee; or
d. Failure of Licensee to comply with the Anusara Yoga Ethical Guidelines.
This Agreement may be terminated at will by Licensee or by Licensor either with or without cause with 30 days written notice. In the event the Agreement is terminated by Licensor without cause, a pro rata share of the Annual Licensed Membership Fees shall be refunded to Licensee. Said refund is the only remedy available to Licensee for the termination by Licensor of this agreement, and no other remedy or damages shall be available (i.e., lost profits, expenses, costs, lost sales, unused materials, etc.). If the Agreement is terminated by Licensor with cause, Licensee shall receive no rebate of the Annual License Fees. If the Agreement is terminated by Licensee without cause, Licensee shall receive no rebate of the Annual Licensed Membership Fees.

10- Annual Licensed Membership Fees. Upon execution of the Agreement Licensee shall pay Licensor the current or pro rata share of the annual licensed membership fee. This Agreement shall not be effective until payment is received. As a condition of renewal of this Agreement, the current annual licensed membership fee established by the Licensor shall be paid in full on or before <CONTRACTENDDATE>. Payment of the annual licensed membership fee in is required, in full, to keep this Agreement in force and effect. Teachers who fail to remit the required fee without sending appropriate notice to the administration of the Licensor and receiving an extension of the deadline to pay the fee, will have voluntarily relinquished their status as Anusara Elements™ yoga teachers and terminated this Agreement.

Licensee agrees to pay annual licensed membership fees in full upon registration or as part of a payment plan in nine (9) equal payment installments at 0% interest rate. By opting for payment plan, licensee authorizes:
a. A scheduled and automatic credit/debit withdrawal charged each billing period for the total amount due that period.
c. No prior notification will be provided to the withdrawal and payment must be rendered in full prior to licensee’s next annual licensed membership renewal date.
d. The first payment is due at time of license registration and renewal, subsequent payments are due on a schedule of eight (8) or less equal intervals thereafter.  This authorization will remain in effect until full payment is received. It is the responsibility of the licensee to ensure the billing information in their Anusara Mind Body Online account profile is current.
e. Any billing or transaction changes sent by the licensee to the licensor in writing must be sent fifteen (15) days prior to the next scheduled billing date.
f. The licensee must be the authorized user of the credit/debit account and agrees to not dispute the scheduled transactions with their credit/debit account company.
g. It is the responsibility of the licensee to ensure the availability of adequate funds. Should the withdrawal be declined for any reason, licensee will be charged a lapse fee of $20 per incident.

11- Cessation of Use Upon Termination. Licensee shall, upon the termination or expiration of this Agreement by either Licensor or Licensee for any reason, discontinue the use of the Licensed Marks, Licensed Services, Licensed Property, Licensed Merchandise, and the use of the Anusara Elements yoga teacher title. For purpose of clarification, the right to use the Licensed Marks and to refer to oneself as an Anusara Elements™ yoga teacher requires that this Agreement be in full force and effect. Licensee shall execute such further documents as requested by Licensor for the purpose of assigning to Licensor any and all trademark rights or goodwill in any Licensed Marks that may have accrued to Licensee.

12-  Assignment of Intellectual Property Rights. Licensee hereby assigns to Licensor any and all of Licensee’s rights (including, trademarks and accompanying goodwill) that may arise in and to the Licensed Marks, including all rights of Licensee to all United States and foreign, trademarks, service marks, and trademark registrations.

13- Indemnification. Licensee shall fully indemnify and hold Licensor, its affiliated companies and its officers, directors, employees, attorneys, and agents (“Indemnified Parties”) harmless with respect to any action, liability, damages, judgments, decrees, losses, costs and expenses, (including reasonable counsel fees and costs) without limitation, of any kind whatsoever, suffered by such Indemnified Parties, arising out of a breach or threatened breach of this Agreement or relating in any way to the Licensed Services provided by Licensee, its agents, representatives, or employees or any advertising or promotional copy prepared by or for Licensee. For purposes of clarification, the scope of such indemnity shall include any actions for personal injury liability based upon the actions of Licensee.

14- No Agency. Nothing in this Agreement shall be construed to make either party an agent or partner of the other, and nothing contained herein shall be construed as creating a joint venture or partnership or employment relationship between Licensor and Licensee. Neither party shall become liable by or because of any representation, act, or omission of the other which is contrary to the provisions of this Agreement.

15- Assignment. Licensee may not assign nor sub-license this Agreement or any interest, obligation, rights, or privileges granted herein to any person, firm or entity.

16- Law Governing Contract. This Agreement was drafted in and shall be construed pursuant to the laws of the State of South Dakota. The parties agree that any claim hereunder must be filed in the courts of competent jurisdiction in South Dakota, or elsewhere at Licensor’s option and each party hereby consents to the jurisdiction and venue of these courts and agrees that service of process may be effectuated in the same way that notice is effectuated as provided in below.

17- Notice. All notices shall be in writing addressed to the licensor/licensee as indicated below or as otherwise mentioned by the licensor/licensee. All notices shall be given by email or first class United States mail or by any national overnight carrier or by personal delivery. Notice shall be deemed to be received on the day following the day sent by e-mail, overnight carrier, or personal delivery.

18- Entire Agreement. This Agreement constitutes the entire agreement between the parties, and expressly supersedes and replaces any prior oral agreements between the parties (whether written or oral). All previous or earlier agreements are terminated and null and void upon the signing of this Agreement. Licensor may modify the terms of this Agreement by uploading an amended Agreement to the Teachers’ Lounge section of the website www.anusarayoga.com. Neither party shall be deemed to have drafted this Agreement for purposes of statutory construction.

19- Successors and Assigns. All covenants, conditions and agreements contained in the Agreement shall bind to the benefit of the parties and their respective subsidiaries, successors, officers, administrators, representative agents, or any person or entities acting in concert with or in a representative capacity to any of the foregoing.

20- Survival. If any provision or part of any provision of this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision or the remaining part of any effective provision of this Agreement. The remaining terms of this Agreement shall be interpreted to reflect the basic intentions and objectives of the parties. If the foregoing represents your agreement with us, please so indicate by checking the “Electronic confirmation of contract” box provided below. You agree to sign this License Agreement electronically pursuant to the provisions of the United States E-SIGN Act. This Agreement shall become binding on the parties on the effective date noted above. This Agreement also may be executed in counterparts and shall become binding on the parties on the effective date noted above.

Electronic Signature (e-Signature): You, The Licensee, consent and agree that your use of a keypad, mouse, or other device to select an item, button, icon or similar act/action regarding any agreement, acknowledgement, consent, terms, disclosures, or conditions constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to validate your electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and Anusara School of Hatha Yoga. You understand and agree that your e-Signature executed in conjunction with the electronic submission of your License Agreement shall be legally binding and such transaction shall be considered authorized by you.

Very truly yours,
Licensor:

John Seelye
Board of Directors, President
Anusara School of Hatha Yoga, Inc.
3213 West Main Street #260
Rapid City, SD, USA 57702-2314