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Coach License Agreement

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into by and between Noom, Inc., a Delaware corporation (“Noom”) and You to be a Noom Mindset Coach (“you” or “Participant NMC”) (each of Noom and Participant NMC will be referred to individually as a “Party,” or collectively, as the “Parties”). [By clicking the “I Agree” button or consent tickbox linked to this Agreement, Participant NMC accepts and agrees to be bound by this Agreement.]

THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CONTAINS A MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT REQUIRES YOU AND NOOM TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CAREFULLY. BY EXECUTING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Noom offers digital health and wellness services via its Platform (as defined below), including the “base healthy weight” Noom service and the “premium healthy weight” Noom services which are covered by this Agreement (collectively, the “Noom Services”).

Participant NMC desires to coach Noom user, act as Noom Mindset Coach and offer and sell the Noom Services (collectively, the “Coaching Services”) and is legally authorized to perform the services contemplated by this Agreement in the geographic location(s) in which Participant NMC operates. By using the Noom website, any Noom mobile application, application programming interfaces, and other services offered by Noom as well as services offered through third parties integrating Noom functionality (collectively, the “Platform”), Participant NMC agrees to Noom’s Terms and Conditions of Use available at https://www.noom.com/terms-and-conditions-of-use/ (as may be updated from time to time) (the “Terms”) and the https://www.noom.com/coach-privacy-policy/ (the “Privacy Policy”). PLEASE READ THEM CAREFULLY. In the event that any of the provisions in the Terms or Privacy Policy conflict with the provisions of this Agreement, this Agreement shall control unless this Agreement expressly provides otherwise.

The Parties, intending to be legally bound, and in consideration of the mutual promises contained herein, agree as follows:

1. Purpose of This Agreement

  1. This Agreement governs the relationship between Noom and Participant NMC and establishes the Parties’ respective rights and obligations applicable to the Coaching Services made available to Participant NMC through the Platform. In exchange for the promises contained in this Agreement, Participant NMC shall have the contractual right and obligation to perform such Coaching Services. However, except as expressly stated below in Section 13, “Termination”, nothing in this Agreement shall guarantee Participant NMC any particular volume of Noom users or coaching opportunities for any particular time period. The Parties agree to use the Platform in a manner consistent with the purpose of this Agreement.
  2. Notwithstanding any other provision of this Agreement, once a Noom user and/or coaching opportunity attaches to Participant NMC, Participant NMC agrees that Participant NMC shall be contractually bound to complete Coaching Services for the Noom User in accordance with this Agreement and all specifications provided to Participant NMC by Noom.
  3. Noom reserves the right, from time to time, to modify any external documents referenced and incorporated into this Agreement, including but not limited to Noom’s Terms of Service and Privacy Policy, and such modifications shall become effective upon posting. Continued use of the Platform after any such changes shall constitute Participant NMC’s consent to such changes. Any changes to this Agreement will only be effective if made in writing and agreed to by both Parties (including by electronic acceptance). Participant NMC acknowledges and agrees that if Noom modifies any provision of this Agreement, other than the Mutual Arbitration Provision herein, Participant NMC will not have a renewed opportunity to opt out of arbitration. Participant NMC further acknowledges and agrees that unless the Mutual Arbitration Provision herein is materially different from any prior arbitration provision with Noom to which Participant NMC may be bound, Participant NMC’s acceptance of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

2. Coaching Standards

  1. Participant NMC will abide by the coaching standards provided by Noom.
  2. Noom will provide Participant NMC with a Noom marketing kit.

3. Eligibility

  1. Participant NMC will only be eligible to provide the Coaching Services and earn commissions under this Agreement where it completes, abides by, and remains in compliance with the following requirements:
    1. Completion of upfront training, including the video program (the “Noom Mindset Coach Program”), which will teach Participant NMCs about the Noom program and services, including the Noom mindset, color system, and guidelines on the duties and obligations of a Participant NMC;
    2. Completion of any continuing training or education requirements as reasonably requested by Noom;  and
    3. Maintenance of status as an active member in good standing of Zumba Fitness, LLC’s (“Zumba”) Zumba Instructor Network (i.e., a ZIN Member); the STRONG Nation Instructor Network (i.e., a SYNC Member); and/or the CIRCL Mobility Instructor Network (i.e., a Member of The CIRCL).

4. Participant NMC’s Obligations

  1. Participant NMC certifies that, as applicable, Participant NMC is able to meet all of the minimum computer and mobile requirements, including a device capable of operating the latest versions and updates to Chrome, Safari, or Firefox (collectively “Equipment”), necessary to perform the Coaching Services. Participant NMC is solely responsible for ensuring that any Equipment conforms to all applicable laws pertaining to safety, equipment, inspection and operational capability. Except as otherwise required by law, Participant NMC assumes all risk of damage or loss to Participant NMC’s Equipment. Noom reserves the right to reasonably request certain modifications or additions to the Equipment by Participant NMC from time to time in order to maintain the integrity and safety of the Coaching Services, the Platform and Noom Services.
  2. If any license, registration, certificate, bond, insurance, or permit is required for the proper and lawful conduct of Participant NMC’s business, or if a failure to procure such a license, registration, certificate, bond, insurance, or permit might or would in any way affect the operations of Noom, or if Noom informs Participant NMC of a regulatory requirement, then Participant NMC shall, before any Coaching Services are performed, duly comply with such Regulatory Requirement and otherwise procure and thereafter maintain such license, registration, certificate, bond, insurance, or permit and submit evidence of the same to inspection by Noom upon reasonable request. Participant NMC, at its/his/her sole cost and expense, shall at all times hold and comply with the requirements of each such license, certificate, bond, insurance or permit.
  3. In creating, posting, publishing, and/or otherwise publicly displaying any content or posts on any form of media or social media or on the Platform, or in otherwise communicating or engaging with user in any means through the Platform (including without limitation private 1:1 messages), Participant NMC represents, warrants, and covenants it will not:
    1. make deceptive or misleading claims to users or consumers about Noom’s products or services, or our competitors’ products or services;
    2. make any claims about Noom’s products or services, or our competitors’ products or services, that are not backed up by Noom documentation;
    3. disclose any of Noom’s confidential information;
    4. engage in any communication that is defamatory or infringes upon the intellectual property, privacy, or publicity rights of others;
    5. offer for sale or solicit products on behalf of Noom (except as expressly approved by Noom in writing);
    6. make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
    7. use ethnic slurs, personal insults, obscenity, or other offensive language;
    8. make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Noom’s users or other individuals;
    9. make any statements or take any actions in any media whatsoever, including, without limitation, electronic media, print media, social media or the world wide web, that reasonably may contradict the relationship set forth herein, that reasonably may confuse or mislead any person regarding the nature of the relationship between Noom and Participant NMC;
    10. record any portion of a conversation without the expressed consent of all of the coaches and users involved (note however that certain of the Coaching Services may include a recording feature, and use of that feature, where available, is permitted per the Terms herein and such additional terms as may be applicable);
    11. interfere with or disrupt the Coaching Services, Platform, Noom Services or servers or networks connected to the foregoing, or disobey any requirements, procedures, policies or regulations of networks connected to the Coaching Services, Platform, or Noom Services;
    12. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
    13. solicit personal information from anyone;
    14. harvest or collect email addresses, usernames, or other contact information of other users from the Coaching Services or Noom Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
    15. advertise or offer to sell or buy any Noom products, Coaching Services or Noom Services for any business purpose that is not specifically authorized;
    16. use Confidential Information to build or aid in the building of a competitive product or service, copy the Coaching Services or Noom Services’ features or user interface, or solicit users or customers from the Coaching Services or Noom Services;
    17. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
    18. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Coaching Services.
  4. Participant NMC shall not engage in any activity or commit any act: (i) that will bring scandal, contempt, ridicule, or public disrepute to Participant NMC; (ii) which could insult or offend the general community; (iii) which could otherwise negatively affect Participant NMC’s reputation; (iv) that may cause harm or injury, whether emotional or physical, to any users of the Coaching Services, Platform, or Noom Services, or (v) which otherwise, as determined in Noom’s sole discretion, could negatively impact Noom’s brand and/or offend its users (any such activities and acts referred to herein as a “Scandal”). Without limiting its other rights and remedies, if in Noom’s reasonable opinion Participant NMC has engaged in or committed a Scandal, Participant NMC shall take appropriate actions as requested by Noom to mitigate the situation and cure any negative effects resulting from the Scandal, including without limitation removal of all Noom content from Participant NMC’s marketing and social media channels upon Noom’s request. The Parties agree that any breach of this Section shall be deemed a material breach of the Agreement pursuant to which Noom may terminate this Agreement with immediate effect and no requirement to notify Participant NMC upon the occurrence of any such Scandal that cannot be cured in Noom’s sole discretion. If Noom terminates this Agreement in accordance with this Section, Participant NMC will not be entitled to any unpaid fees, and Noom will have no responsibility to make any payments to Participant NMC under this Agreement.
  5. Participant NMC shall not solicit, encourage, or influence Noom customers or potential users to leave the Platform or Noom Services for any alternative platform or provider of any services substantially similar to the Coaching Services (including without limitation personal services provided by You off of the Platform in circumvention of this Agreement).
  6. With respect to the sale of Noom Services, Participant NMC will comply with all applicable laws, rules, regulations and guidelines (including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising), including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that Participant NMC received consideration in exchange therefor (collectively, “Applicable Laws”).

5. Relationship of Parties

  1. It is the express intention of Noom and Participant NMC that Participant NMC perform the Coaching Services as an independent contractor to Noom. Nothing in this Agreement shall in any way be construed to constitute Participant NMC as an agent, employee or representative of Noom. Without limiting the generality of the foregoing, Participant NMC is not authorized to bind Noom to any liability or obligation or to represent that Participant NMC has any such authority. Receipt of Noom Mindset Coach Certification and the ability to perform Coaching Services as a Noom Participant NMC offers no guarantee of income.

6. Commissions

  1. Participant NMC Referrals: For referring new users or returning users to the Platform that were not paying users or customers of Noom within the three (3) months prior to such user’s date of activation or reactivation of the Noom Services (each a “Prospect”), Participant NMC may be eligible to receive a monthly commission in connection with such activated Prospects (the “Commission”). In order for the Participant NMC to qualify for the Commission, (i) the Prospect must register as a user of the Platform (a “Commitment”) using a referral link associated with such Participant NMC, and (ii) the Participant NMC must remain in active and good standing with Noom and Zumba (including the terms of this Agreement) at the time of the Prospect’s sign up date. Participant NMC will be eligible to receive a Commission in the month following activation of a Prospect based on the NMC Net Revenue (as defined below) earned from its direct involvement in the sale of Noom Services to such activated Prospects; provided that such Commissions shall be conditioned on the proper recording and tracking of such sales in the form and manner required by Noom. Noom retains all rights, title and interest to all Commitments and Prospects exclusively. Except as set forth herein, Participant NMC is granted no other right hereunder with respect to Prospects or Commitments. Participant NMC shall not purport to obligate Noom to any promises or representations made by Participant NMC to a Prospect in connection with any Coaching Services or the Platform. Noom  has the right not to proceed with any Prospect without any liability or obligation to pay a Commission to Participant NMC.

    “NMC Net Revenue” is defined as the gross revenues from the Noom Services sold by Noom as a result of the direct involvement of the Participant NMC less any refunds, chargebacks, and transaction or processing fees (inclusive of processing, and collection costs, app store fees, taxes, tariffs, and similar reasonable charges) directly incurred by Noom without any markup of such fees.
  2. Participant NMC agrees and acknowledges that any receipt of Commissions or payment based on its provision of Coaching Services is conditioned on Participant NMC’s completion of tax forms (and any other documentation reasonably required) to Noom’s satisfaction.

7. Confidentiality

  1. Participant NMC acknowledges and agrees that in the performance of this Agreement, Participant NMC may have direct or indirect access or exposure to, whether in oral or tangible form, Noom’s confidential information (“Confidential  Information”) which shall include, without limitation, (a) the manner in which any such information may be combined with other information, or synthesized or used by Noom, and (b) anything Participant NMC learns or discovers as a result of exposure to or analysis of any Confidential Information.  Participant NMC will hold in confidence and will not possess or use (except as required in connection with the Coaching Services) or disclose any Confidential Information except information Participant NMC can document (a) is in the public domain through no fault of Participant NMC, (b) was properly known to Participant NMC, without restriction, prior to disclosure by Noom, or (c) was properly disclosed to Participant NMC by another person without restriction.  Participant NMC will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information.

8. Indemnity

  1. Participant NMC agrees to protect, indemnify, hold harmless, and defend Noom, its subsidiaries, affiliates and related companies, and their respective principals, members, shareholders, officers, directors, employees, representatives, managers, attorneys, advisors, and agents, and any third parties with whom Noom has a contractual agreement regarding you or the Coaching Services (collectively, the “Noom Indemnified Parties”), to the fullest extent allowed by law or in equity (1) from and against any and all claims, causes of action, suits, proceedings, actions, damages (whether compensatory, exemplary or punitive), losses, injuries, alleged violations, penalties, costs, fees, taxes, interest, and expenses (including, without limitation, reasonable attorney’s fees and costs of litigation) in any manner resulting from or arising directly or indirectly from or out of, or in connection with, the acts or omissions of Participant NMC under this Agreement, including but not limited to breach of this Agreement or applicable law,  and (2) for any obligation(s) imposed on Participant NMC by law to pay any taxes, social security, workers’ compensation insurance, unemployment, disability insurance, or similar items[AK1]  (including fees, penalties, etc.) in connection with any payments made to or income received by Participant NMC under this Agreement, and (3) from all costs of Participant NMC’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities. Participant NMC’s agreement to protect, indemnify, hold harmless and defend Noom Indemnified Parties as set forth in this Section shall not be negated or reduced by virtue of Participant NMC’s insurance carrier’s denial of insurance coverage for the occurrence or event which is the subject matter of the claim and/or refusal to defend Participant NMC or Noom Indemnified Parties.

9. Limitation of Liability

  1. Disclaimer of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT THE NOOM INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, INCLUDING WITHOUT LIMITATION WHERE RESULTING FROM (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE COACHING SERVICES OR THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
  2. Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NOOM INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU BASED ON THE TERMS OF THIS AGREEMENT FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO YOU BY NOOM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) USD $1,000; OR (C) THE STATUTORY DAMAGES PRESCRIBED BY A STATUTE UNDER WHICH SUCH CLAIM ARISES.
  3. Severability. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
  4. Exclusions. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  5. Statute of Limitations. To the fullest extent permitted by law, no claim, demand for mediation or arbitration, or cause of action which arose out of an event or events that occurred more than two (2) years prior to the filing of a demand for mediation or arbitration or suit alleging a claim or cause of action may be asserted by you against Noom Indemnified Parties.
  6.  “Basis of the Bargain.” The limitations of damages set forth above are fundamental elements of the basis of the bargain between Participant NMC and Noom and such Noom Indemnified Parties as may be applicable.

10. Participant NMC Profile and Coaching Directory

  1. Noom will include a profile for Participant NMC in Noom’s coaching directory (when it becomes available). Participant NMC will provide accurate information as reasonably required to maintain such profile. Participant NMC will also provide its Zumba instructor profile link/information to Noom to include in the Participant NMC profile.
  2. You agree to allow Noom to use your name, likeness, and information pursuant to the provision of the Coaching Services and in order to generate an avatar profile of reasonably similar likeness while using your account on the Platform.

11. Mutual Arbitration Provision 

  1. Resolving Disputes. If you have a problem with Noom that the Parties can’t resolve, each Party agrees that any dispute, claim, or disagreement arising out of or relating to the Coaching Services or your relationship with Noom, including claims that arose before the existence of this or any prior Agreement (including claims related to advertising) or claims that may arise after the termination of this Agreement, will be resolved by individual arbitration (“Arbitration Agreement”). The exception is that Noom and you each may bring qualifying individual claims in “small claims” court, so long as those claims remain in small claims court and are not removed or appealed to a court of general jurisdiction. All other disputes must be arbitrated on an individual basis, which means you and Noom are each waiving the right to sue in court and have a court or jury trial. To the extent there is a dispute as to whether claims qualify for small claims court, a court of competent jurisdiction will decide.
  2. Informal Dispute Resolution. You also agree that you will try in good faith to resolve any dispute informally before filing an arbitration. To start the informal dispute process, you must send an individualized written notice (“Notice of Dispute”) to Noom, Inc., Attn: Legal Department, One Palmer Square, Suite 441, Princeton, New Jersey 08542 that includes (1) your name, phone number and email address for your account, and (2) a description of the dispute and how you’d like it resolved. If Noom has a dispute with you, Noom will send a Notice of Dispute with the same information to the email address it has on file for your account. Once a complete Notice of Dispute has been received, the recipient has 60 days to investigate and try to resolve the claims. If either side requests a settlement conference during this period, then you and Noom must cooperate to schedule that meeting by phone or videoconference. You and Noom each will personally participate and can each bring counsel, but the conference must be individualized, even if the same firm(s) represent multiple parties. For the claims asserted in the Notice of Dispute, any statute of limitations will be tolled from the date the Notice of Dispute is received until the later of (i) 60 days, or (ii) after a timely requested settlement conference is completed (“Informal Dispute Resolution Period”). An arbitration cannot be filed until the Informal Dispute Resolution Period has ended, and a court can enjoin the filing or prosecution of an arbitration in breach of this section. Nothing in this section precludes you or Noom from seeking relief for non-compliance with this Informal Dispute Resolution process in arbitration.
  3. What Arbitration Is. Arbitration is a more informal way to resolve our disagreements than a lawsuit in court. For instance, arbitration uses a neutral arbitrator instead of a judge or jury, involves more limited discovery, and is subject to very limited review by courts. Although the process is more informal, arbitrators can award the same individualized damages and relief that a court can award. You and Noom agree that the U.S. Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of this provision. A court of competent jurisdiction has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding Arbitration Agreement. This arbitration provision shall survive termination of this Agreement.
  4. How Arbitration Works. Any arbitration will be administered by National Arbitration and Mediation (“NAM”) under the Comprehensive Dispute Resolution Rules and Procedures then in effect for NAM, except as modified by this Arbitration Agreement. If the administrator is unwilling or unavailable to administer consistent with the terms of this Arbitration Agreement, the Parties will agree on an alternative administrator that will do so. If no agreement can be made, then the Parties agree to jointly petition a court of competent jurisdiction to appoint an administrator that will do so. To initiate arbitration after the Informal Dispute Resolution process is complete, either you or Noom must file an arbitration demand with NAM. You may serve Noom with any arbitration demand by mail to: Noom, Inc., Attn: Legal Department, One Palmer Square, Suite 441, Princeton, New Jersey 08542. You must include a signed certification of compliance with the Informal Dispute Resolution process. If Noom has a dispute with you, Noom will send an arbitration demand to the email address on file for your account. Unless Noom agrees otherwise with you, the arbitration will be conducted in the county (or parish) where you reside. Each Party will be responsible for paying any NAM filing, administrative, and arbitrator fees in accordance with NAM Rules. As in court, the arbitrator shall apply governing law, any counsel must comply with Federal Rule of Civil Procedure 11(b), and the arbitrator may impose any sanctions available under the NAM Rules, Rule 11, or other applicable law against the Parties or their counsel. The arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; however, an award that has been satisfied shall not be entered in any court. The arbitrator may consider rulings in other arbitrations involving different users, but an arbitrator’s decision will not be binding in proceedings involving different users. Nothing in this section shall prevent either Party from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Noom services.
  5. Opt Out. You can opt out of this Arbitration Agreement within 30 days after you first accept the Terms. To opt out, please visit Noom’s support center and include your name, the email address for your account, and a clear request to opt out of arbitration. If you opt out, neither Noom nor you will be required to arbitrate as a result of this (or any prior version of the) Arbitration Agreement, but this Agreement (and any other agreements between the Parties) will otherwise apply to you. If Noom updates this Agreement after you validly opt out, Noom will continue to respect your opt-out, but such updates do not provide a new opportunity to opt out of arbitration.
  6. Non-Arbitrable Claims. Nothing in this Agreement shall affect any non-waivable statutory rights that apply to you. To the extent any dispute regarding Noom or its services isn’t arbitrable under applicable laws or otherwise, the Parties agree that the dispute will be resolved exclusively in accordance with the remainder of this Agreement. If you’re a consumer in the EEA, Section 12 doesn’t apply to you.

12. Litigation Class Action Waiver

  1. Each Party agrees that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, collective, consolidated, private attorney general, or representative action. Each Party agrees to waive any right to bring or to participate in such an action in arbitration or in court to the fullest extent allowable by applicable law. Notwithstanding the foregoing, the Parties retain the right to participate in a class-wide settlement. To the fullest extent permitted by law, you and Noom waive any right to a jury trial.

13. Term and Termination

  1. This Agreement shall remain in full force and effect from the Effective Date for one (1) year unless terminated earlier per the terms herein. Thereafter, this Agreement shall automatically renew for successive one (1) year periods subject to the terms herein.
  2. Notwithstanding the forgoing, either Party may terminate this Agreement at any time with or without cause, including without limitation where Participant NMC remains inactive on the Coaching Services for a period of six (6) months.
  3. Noom may terminate Participant NMC for cause with immediate effect in the event Participant breaches this Agreement, including without limitation Section 3 (Eligibility), Section 4 (Participant NMC’s Obligations), Section 6 (Commissions), the Privacy Policy or the Terms.
  4. Any Participant NMC who terminates the Noom Participant NMC Agreement and then later decides to become a Participant NMC will be charged the then-current price for the Noom Mindset Coach Program.
  5. Notwithstanding anything to the contrary, Noom may terminate this Agreement at any time based on the expiration or termination of the partnership between Noom and Zumba.
  6. Termination by either Party will result in Noom immediately halting Participant NMC’s access to, and removing Participant NMC from, the Platform and ability to provide Coaching Services.

14. Intellectual Property Rights

  1. The Platform allows Participant NMC to upload, submit, store, send, or receive data, information, and content to the Platform, including without limitation, video content, comments, and photographs (“NMC Content”). Participant NMC retains ownership of any intellectual property rights that Participant NMC holds in the NMC Content. Participant NMC grants to Noom  a non-exclusive, perpetual, world-wide, royalty-free, irrevocable license (with the right to sublicense to third parties) to use any NMC Content that Participant NMC uses in rendering the Coaching Services, uploads to or stores on the Platform, or that Participant NMC incorporates into any work produced in rendering the Coaching Services, including but not limited to, any inventions, discoveries, innovations, or works of authorship that were conceived and owned by Participant NMC prior to the term of this Agreement, for any purpose, including reproductions and derivative works thereof, which may include advertising, promotions, marketing, and packaging for any product or service. Participant NMC warrants and agrees that: (1) any NMC Content is original and Participant NMC’s sole creation; (2) Participant NMC owns or otherwise controls all rights in the NMC Content that Participant NMC delivers to Noom; (3) no material of third parties was used by Participant NMC in the creation of the NMC Content unless necessary written permissions were obtained by the third parties and disclosed to Noom in advance of the material’s use, upload or storage; and (4) Participant NMC shall not otherwise use any intellectual property in the provision of the Coaching Services to which the Participant NMC does not have full and free right to use.
  2. Furthermore, Noom reserves the right to use, share and display Participant NMC and Noom User ratings and comments, and Participant NMC’s profile, description, and NMC Content in any manner in connection with the business of Noom without attribution to you or your additional approval. Participant NMC acknowledges and agrees that Noom is a distributor (without any obligation to verify) and not publisher of Participant NMC and Noom User ratings and comments and Participant NMC’s profile, description, and NMC Content, provided that Noom reserves the right to edit or remove comments or descriptions in the event that such comments or descriptions include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Noom’s content policies.
  3. Other than NMC Content, Noom owns or licenses all right, title and interest in and to (1) the Platform, including all software, text, media, and other content available on the Platform (“Noom Content”); and (2) Noom trademarks, logos, and brand elements (“Marks”). The Platform, the Noom Content and Marks are all protected under U.S. and international laws. The look and feel of the Platform are copyright © Noom, Inc. All rights reserved. Participant NMC may not duplicate, copy or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Noom.
  4. Subject to the terms and conditions of this Agreement, Noom hereby grants to Participant NMC a non-exclusive, non-transferable, revocable, limited license to use the Marks solely in conjunction with the Coaching Services, and to promote the Noom Services to be offered by the Participant NMC. This Agreement does not confer on Participant NMC any right to grant licenses or sublicenses to others to use the Marks, and Participant NMC’s rights and obligations under the license will not be assigned, delegated, sublicensed, or otherwise transferred in any way in whole or in part. Nothing in this Agreement will give Participant NMC any right, title or interest in the Marks other than the right to use the Marks in accordance with this Agreement. Participant NMC will not, at any time during the term of this Agreement or following expiration or termination of this Agreement for any reason, directly or indirectly:
    1. Use, register or attempt to register the Marks (in whole or in part), or any other  marks or works which are confusingly similar to the Marks as, or as a part of (individually or in combination), a trademark, service mark, Internet domain name, trade name, or business name;
    2. Use the Marks in conjunction with any other mark without the prior written consent of Noom;
    3. Use any marks confusingly similar to the Marks;
    4. Use the Marks in an unlawful manner, or in any manner that may reflect adversely on the Marks, on the good name of Noom, or on the Coaching Services or the Noom Services;
    5. Challenge Noom’s right, title or interest in the Marks or the validity of the licenses granted under this Agreement; or
    6. Sell the Noom Services except as otherwise authorized by Noom in writing.

It is further agreed that damage from any of the foregoing actions by Participant NMC shall be incalculable, therefore Noom shall be entitled to equitable or injunctive relief to enforce this provision without the need to prove damages or harm.

15. Miscellaneous

  1. Restricted or Sanctioned Territories or Persons. Participant NMC represents and warrants to Noom that, whether directly or indirectly, (i) it is not providing Coaching Services from a country or territory that is subject to sanctions or restrictions by the United States (including without limitation OFAC) and (ii) it is not otherwise listed on any OFAC or sanctions list.
  2. Governing Law, Modification and Headings. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without respect to its conflict of laws principles. Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction in New York County, New York in connection with any suit, action or proceeding arising out of or relating to this Agreement.
  3. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties; provided that Participant NMC may not assign this Agreement, or any of its rights, remedies, obligations or liabilities hereunder, without the prior written consent of Noom.  Notwithstanding the foregoing, Noom may assign this Agreement to (a) an affiliate or (b) a person acquiring (by sale, merger, reorganization, or otherwise) substantially all of the transferor’s assets or business. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
  4. Survival of Terms. All provisions of this Agreement that by their design are intended to or require extension beyond termination or expiration of this Agreement shall survive such termination or expiration, including without limitation Section 8 (“Confidentiality”), Section 9 (“Indemnity”), Section 10 (“Limitation on Liability” ) Section 11 (“Mutual Arbitration Provision”), Section 12 (“Litigation Class Action Waiver”), Section 13 (“Term and Termination”), Section 14 (“Intellectual Property Rights”), the Terms, and Section 15 (“Miscellaneous”) of this Agreement will survive the termination or expiration of this Agreement.
  5. Entire Agreement of the Parties. This Agreement, the Terms and any other documentation integrated by reference herein sets forth the entire understanding between the Parties and supersedes all prior discussions, negotiations, letters of understanding or other promises, whether oral or written as to the subject matter of this Agreement.