INDEPENDENT INSTRUCTOR TERMS
Effective as of November 1, 2020
SECTION 1. INTRODUCTION & ACCEPTANCE OF INDEPENDENT INSTRUCTOR TERMS
These Independent Instructor Terms (the “Instructor Terms”) are an agreement between you or the entity you represent (“you,” “your,” or “Instructor”) and Zentastic! LLC, a limited liability company, governed by the laws of the State of Delaware, USA (“ZentasticFit,” “we," “our,” or “us”). Zentastic! LLC owns and operates a website found at https://ZentasticFit.com and any mobile application associated with it (collectively, “Platform”), which is a marketplace and directory for yoga, fitness, dance, wellness, and beauty related services (“Services”).
SECTION 2: INDEPENDENT INSTRUCTOR STATUS
Relationship between Parties. Nothing in these Instructor Terms is intended to, or shall be construed to create a partnership, agency, joint venture, employer-employee or similar relationship between you and ZentasticFit. You acknowledge that ZentasticFit does not directly or indirectly engage you to render any Services whatsoever and that any engagement of yours through the Platform is undertaken exclusively by any user booking your Service(s) through the Platform, who shall be referred to as a “Client” in these Instructor Terms. In other words, you are an independent business providing Services via the Platform to Clients and you are not an independent contractor or employee of ZentasticFit. However, you are and will remain an independent contractor in your relationship to Clients.
You shall have the sole right and responsibility to determine the manner, method, and means of performance by which you will provide the Services, subject to any reasonable requests of your Clients. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of the other party.
Notwithstanding the foregoing, you hereby agree to adhere to any applicable policies and procedures as may be required by these Instructor Terms and any applicable law. ZentasticFit or Clients shall not be responsible for withholding any taxes with respect to your compensation received for Services. You shall not be entitled to any health or life insurance. You shall not claim or seek any vacation pay, sick leave, profit-sharing benefits, retirement benefits, social security, worker's compensation insurance, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind from your Clients or ZentasticFit.
Professional Liability Insurance. The Instructor is recommended to obtain and maintain general and professional liability insurance coverage for liability arising out of the performance of Services under these Instructor Terms. Such coverage should be in the sum of not less than one million United States Dollars ($1,000,000).
Non-Exclusivity. You and ZentasticFit acknowledge that these Terms are non-exclusive, which means that you are free to engage in and simultaneously perform any employment or other services during the term of these Instructor Terms. Nothing herein precludes the Instructor from advertising or providing Instructor’s Services to the general public (outside of the Platform), provided that the Instructor does it in accordance with the “Non-Circumvention” provision of these Instructor Terms.
Non-Circumvention. During the term of these Instructor Terms and for two years thereafter, you shall not, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any other Platform user introduced by us through the Platform, without our written consent for each specific instance. Moreover, you agree that all financial/payment transactions shall be carried out by ZentasticFit on your behalf and you may not ask Clients to pay you for the Services outside of the Platform.
No Conflict. The Instructor hereby represents and warrants to ZentasticFit that the acceptance of these Instructor Terms by Employee and the performance by the Instructor’s obligations hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or independent contractor agreement (including any non-compete obligations), terms or use/services, or policies to which the Instructor is a party or otherwise bound.
Supplies. You acknowledge that ZentasticFit will not be responsible for provision of any supplies, materials, or equipment required for you to complete Services. Without notice or approval of ZentasticFit, you may enter into an agreement or arrangement with your Client whereby such Client provides some or all of the supplies, materials, or equipment necessary for you to render the Services booked by the Client.
Expenses. You acknowledge that ZentasticFit will not reimburse you for any expenses incurred by you when rendering Services via the Platform, including, without limitation, expenses associated with (i) preparing for and administering your Services; or (ii) obtaining equipment, educational materials, or other supplies.
SECTION 3. HOW TO BECOME AN INSTRUCTOR ON THE PLATFORM
You shall meet the following requirements in order to be able to offer Services on the Platform:
- Minimum age requirement: you have to be at least eighteen (18) years of age or older;
- Legal Work Status: you have to have the right and authorization to work in the U.S.; and
- Certificates: if you are legally required to possess a certificate or license to conduct the types of Services you intend to provide on the Platform, you must upload any such certificates or licenses to the Platform.
Your Instructor profile will not become public if you do not meet these requirements. If you are not legally required to obtain a certificate or license in order to conduct the types of Services you intend to provide on the Platform, but you possess certificates and/or licenses that are relevant to such Services, you are strongly encouraged to upload such certificates and/or licenses to the Platform.
SECTION 4. YOUR ACCOUNT
Accuracy of Information. When you register for an account on the Platform (“Account”), you will be asked to provide certain information about yourself. By registering for an Account, you represent and warrant that: (a) all required information you submit is truthful and accurate; (b) you will maintain the accuracy and truthfulness of such information; (c) you are at least 18 years of age ; and (d) you have a legal right and authorization to work in the US.
Registering as Entity. If you register for an Account on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that event, "you," "your," or “Instructor” will refer and apply to that entity.
Confidentiality and Security of Your Login Information. You shall be responsible for (a) maintaining and ensuring the confidentiality and security of your Account’s login information, and (b) all activities that are conducted under your Account, including without limitation actions taken using your password. You may not disclose your password to any third party (other than third parties authorized by us to use such password in accordance with these Instructor Terms). You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your user name, password, or other security information. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. By using your Account, you acknowledge and agree that our account security procedures are commercially reasonable. You agree to immediately notify us in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. You agree that we will not be liable for any loss or damage arising from your failure to keep your login information in confidence.
Deactivating Your Account. You may deactivate your Account at any moment by navigating to your profile settings. In our sole discretion, we may suspend or deactivate your Account at any time if we suspect that you have violated or will violate any provisions of these Instructor Terms.
SECTION 5. LICENSE TO USE PLATFORM
License. Subject to these Instructor Terms, ZentasticFit grants you a limited, worldwide, non-transferable, non-sublicensable, revocable and non-exclusive license of the right to use the Platform in order to provide Services.
Restricted Uses. The right granted to you under these Instructor Terms is subject to the following restrictions:
- you shall not violate or encourage others to violate laws, third-party rights, these Instructor Terms and policies incorporated herein by reference;
- you shall not solicit any user to use another online platform/website for provision or obtaining independent contractor services associated with yoga, fitness, dance, wellness, and/or beauty, and you shall not post any third-party links on your profile or Open Communication Tools (as further defined under section Your Content); and
Violation or suspected violation of any of the above may be subject to termination of your Account or suspension of your access to the Platform.
SECTION 6. INSTRUCTOR’S RESPONSIBILITIES
Instructor’s Main Responsibilities: Instructor shall be solely responsible for:
- providing timely and accurate Service descriptions;
- setting Service prices;
- setting Instructor hours and scheduling sessions with your Clients;
- providing and maintaining accurate schedule of availability and Services;
- rendering Services at the prices established at the time of booking;
- rendering Services on time as agreed by you and your Clients;
- obtaining and ensuring a reliable Internet connection;
- obtaining all necessary certifications, materials, insurance (including without limitation professional liability insurance) and equipment necessary to perform the Services;
- following all legal requirements including, but not limited to, obtaining a public performance license to perform music when rendering Services (read the Section “License to Perform Music” below); and
- all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to your performance of Services and receipt of fees under these Instructor Terms.
Scheduling a Service. Your Clients will contact you to schedule Services with you via the Platform. Once you and your Client agree on the date and time of the Service, you will have to manually schedule a Service on the Platform. Once you schedule a Service with a Client, the Client will receive a bill. Booking of a Service will not be complete without your Client’s full payment. Once the payment method is successfully processed and the booking is complete, you will be notified via your Account. If you render a Service that has not been fully paid for by Client in advance, ZentasticFit shall not be responsible for collecting payments for such Service.
Cancellation and Rescheduling Policy. Services booked through the Platform are subject to a 24-hour uniform rescheduling and cancellation policy. Your Clients will have an opportunity to cancel or reschedule any Service 24 hours prior to the scheduled time of the Services. Notwithstanding the foregoing, if your Client misses a Service or does not show up for any reason, a refund (full or partial) or rescheduling of the Service may be provided only at your sole discretion.
Should you need to reschedule or cancel your Service, you shall communicate any changes or cancellations in advance to your Clients using the Platform’s messaging system. Please refer to ZentasticFit’s Cancellation and Rescheduling Policies, Client Payment Policies, and Instructor Payment Policies for more information.
License to Perform Music. You must comply with all music licensing laws and purchase a public performance license (also called blanket license) to perform music for your Clients when rendering Services. A public performance license is an agreement between a music user and the owner of a copyrighted composition (song), that grants permission to play the song in public, online, or on radio. This permission is also called public performance rights, performance rights, and performing rights. A public performance license is required no matter how small a portion of the song you use. There are some exceptions where a public performance license is not required (together “Public Music”). Please contact performing rights organizations (PROs) such as BMI, SESAC, and ASCAP, who generally manage public performance licenses and issue music royalties to artists on a per-use basis, if you need to obtain a public performance license. Some royalty-free music services include a public performance license as part of the subscription to such royalty-free music services, meaning that, as long as your subscription is active, you can use such music service's songs when rendering your Services. You hereby represent and warrant that you have obtained a public performance license for all copyrighted music you wish to use during performance of your Services and/or that you are using Public Music for the same purpose.
Code of Conduct.
All Instructors must:
- complete all transactions (including financial/payment transactions) originating from the Platform within the Platform; and
- observe all anti-harassment and non-discrimination laws in the performance of your Services.
Instructors may not:
- subvert ZentasticFit’s payment system by seeking or receiving compensation directly from members outside of the Platform;
- impersonate another person;
- act in a deceptive manner;
- misrepresent your Services; and/or
- possess, use, sell, promote the use of, or be under the influence of alcohol or drugs while rendering Services.
ZentasticFit has the right, but not the obligation, to monitor all conduct on and Content submitted to the Platform. ZentasticFit reserves the right to alter, edit, remove, or refuse to post any Content, in whole or in part, if any such Content is found to be in violation of these Instructor Terms, applicable laws, regulations, or legal processes.
SECTION 7. PAYMENT TERMS
The Instructor is solely responsible for determining and setting Instructor’s Service fee. ZentasticFit will handle all payments for Services you render on the Platform, on your behalf. The Instructor hereby consents to pay a fee for the use of the Platform (“Platform Fee”) and authorizes ZentasticFit to deduct the Platform Fee directly from the payments made by Clients for Instructor’s Services. The Platform Fee shall be as set forth in the then-current Instructor Payment Policies. The Instructor shall receive payments in accordance with ZentasticFit’s then-current Instructor Payment Policies. The Instructor agrees that under no circumstances will the Instructor attempt to seek or receive compensation directly from a Client outside of or without use of the Platform. If Instructor renders a Service that has not been paid for in advance, ZentasticFit shall not be responsible for collecting payments for such Service and disclaims all liability related to or arising from such rendering of Service.
Payment processing services for Instructors on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a Service Provider on the Platform, Instructors agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Platform enabling payment processing services through Stripe, Instructors agree to provide us with accurate and complete information about Instructors, and Instructors authorize the Platform to share Instructor information and transaction information related to their use of the payment processing services provided by Stripe.
SECTION 8. CONFIDENTIALITY
SECTION 9. TAXES
The Instructor shall bear sole responsibility for paying for and reporting its own applicable federal and state income taxes, social security taxes, sales taxes (if any), unemployment insurance, workers’ compensation, and health or disability insurance, retirement benefits, and other welfare or pension benefits.
SECTION 10. BACKGROUND CHECK
You are encouraged to complete a background check at your own expense with an organization proposed by ZentasticFit (e.g., Checkr, Inc). For instructors who want to provide Services to minors on the Platform, the background check is required and such instructors must complete a background check prior to rendering such Services. If you successfully complete a background check, a “background check completed” badge will be displayed on your profile. Please read our Background Check Policy for more details. Should you fail a background check or refuse to provide one if requested, we reserve the right to remove or decline listing your Services on the Platform.
Convictions for felonies, violent crimes, sexual offenses, burglaries, larcenies, theft, robbery and registered sex offender status, among other types of criminal records, shall be considered disqualifying. Pending charges for those categories of crimes are also disqualifying, unless and until such charges are resolved in your favor.
SECTION 11. INDEMNIFICATION
The Instructor agrees to defend, indemnify and hold harmless ZentasticFit, its directors, officers, employees, agents, subsidiaries, representatives, and affiliates, and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, deficiencies, actions, judgments, settlements, awards, fines, liabilities and damages (including any legal fees and expenses), and any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance or non-performance of Services by the Instructor, including any act by the Instructor inconsistent with Instructor's responsibilities under these Instructor Terms.
SECTION 12. DISCLAIMERS
The Instructor understands that ZentasticFit offers an Internet-based marketplace and directory for those offering and/or seeking yoga, fitness, dance, wellness, and/or beauty services. Accordingly, ZentasticFit makes no representations to the Instructor about the suitability, character or background of any Platform user (including, without limitation, Instructor’s Clients or their parents or guardians), nor does ZentasticFit perform any type of background check of users including, without limitation, Instructor’s Clients or their parents or guardians. It is Instructor's sole duty to exercise Instructor’s own judgment, protocols and/or standards when considering whether to engage in or continue Services with potential and existing Clients.
SECTION 13. DISPUTE RESOLUTION
SECTION 14. MISCELLANEOUS PROVISIONS
Term. These Instructor Terms will remain in full force and effect while you use the Platform and/or are a registered user. You may deactivate your public Instructor profile as well as delete your ZentasticFit member Account at any time, for any reason, by navigating to your account settings. Notwithstanding the foregoing, after your Instructor profile is deactivated or member Account deleted, all provisions under these Instructor Terms that by their nature may survive termination or expiration of these Instructor Terms shall be deemed to survive such termination or expiration.
- failure to cooperate in good faith to resolve your Client’s complaints;
- repeated failure to respond to direct messages from ZentasticFit and/or your Clients in a timely manner;
- ZentasticFit’s belief of entry of a restraining order, conviction of any felony or misdemeanor involving violence, sexual conduct, conduct involving a minor, abuse, fraud, larceny, or endangerment against Instructor; and
- ZentasticFit’s belief of Instructor’s misappropriation of Instructor’s Clients from the Platform for Instructor’s own monetary gain.
Privacy & Security Policy. Privacy and security of your personal information is very important to us. To find out more on what type of information we collect and how we safeguard it please review our Privacy & Security Policy.
No Waiver. No waiver by ZentasticFit of any term or condition set out in these Instructor Terms shall be deemed a further or continuing waiver of such term or condition, and any failure to exercise or enforce any right or provision of these Instructor Terms shall not operate as a waiver of such right or provision.
Assignment. ZentasticFit may assign, transfer or otherwise dispose of these Instructor Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, corporate transaction, or other operation of law, without your consent. The terms and conditions of these Instructor Terms shall be binding upon assignees.
Severability. If any provision of these Instructor Terms is, for any reason, held to be invalid, illegal, void or unenforceable, the remainder of the Instructor Terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
Consent to Electronic Notices. You consent to the use of (a) solely electronic means to execute these Instructor Terms and to deliver any notices (including complaints) pursuant to these Instructor Terms; and (b) electronic records to store information related to these Instructor Terms or your use of the Platform or Services. Notices (including complaints) hereunder shall be invalid unless made in writing and given (a) to you by ZentasticFit via email (to the email address that you provide), (b) a posting on the Platform or (c) by you to ZentasticFit via email to contact@ZentasticFit.com or to such other email addresses as ZentasticFit may specify in writing, and by Certified or Registered Mail with return receipt requested and postage prepaid to the address set forth below. Notices to you shall be deemed delivered when delivered or transmitted to you electronically, and notices delivered to you electronically (including without limitation via electronic mail) shall be deemed written notices. Notices to us shall be deemed given on the date notice is received by us (as evidenced in the case of Certified or Registered Mail by return receipt).
Mailing Address: 6750 Westown Pkwy, Suite 200, PMB 375, West Des Moines, IA 50266