General terms and conditions of the IVA Instructor Certification Program
The following regulates the relations between teachers in the IVA Instructor Certification Program (hereinafter referred to as “Teacher“) and the Institute for Vocal Advancement, LLC, 11078 Village Crest, 89135 Las Vegas, Nevada (hereinafter referred to as “IVA“):
1. The IVA Instructor Certification Program
Teacher knows that the structure of the IVA Instructor Certification Program (hereinafter referred to as “Certification Program“) is explained in the IVA Information Guide, downloadable under https://www.vocaladvancement.com/downloads/student-teacher-manual.pdf, (hereinafter referred to as “IIG“) which forms an integral part of the Membership in the Certification Program (hereinafter referred to as “Membership“), has read and understood the current version of the IIG and agrees to its regulations.
Teacher also understands that the structure of the Certification Program is subject to constant change and development. Teacher will therefore not exercise any rights granted to inhibit IVA‘s ability to change and develop the Certification Program. IVA is also not liable for any wasted expenditure due to changes in the Certification Program.
2. Student Teacher Program Fee
After Teacher‘s application to the Certification Program was accepted, Teacher pays a Student Teacher Program Fee of $450 USD (hereinafter referred to as “Student Teacher Fee“). The Student Teacher Fee is due seven days after teacher was notified of acceptance in the Certification Program and is nonrefundable.
If within 24 months after Teacher‘s application Teacher shouldn‘t be licensed or have fulfilled all requirements to be licensed on December 1st of the consecutive License Period, Teacher shall pay the Student Teacher Fee again. It is due on the 5th of the month that follows the one in which Teacher is in the Certification Program for 24 months.
3. Duties of IVA
IVA shall carry out its duties in the Certification Program with the diligence of a prudent businessperson.
For the fulfillment of its duties or the exercise of its rights or responsibilities, IVA may use Third Parties for whose behavior it is as liable as for its own.
If the execution of IVA‘s duties requires any participation of Teacher, such duties are to be carried out only if Teacher has met his obligations and responsibilities.
IVA will execute its duties only if Teacher is not in default with any of his duties.
4. Duties of Teacher
Teacher shall carry out their duties in the Certification Program with the diligence of a prudent businessperson.
Teacher shall inform IVA immediately about any situation that could possibly affect the regulations of these general terms and conditions or the IIG, its execution or the relations between Teacher and IVA in any way.
5. Education Requirements
Education Requirements are listed in the IIG and may be changed by IVA at any time. In such case IVA will notify Teacher of the new Education Requirements. The changed Education Requirements shall be valid from the moment they are communicated to Teacher (see section 23.). IVA is not liable for any wasted expenditure due to a change in Education Requirements.
Teacher shall enter all Education Requirements within 48 hours into the Teacher’s online logbook from the date they were accomplished. If Teacher fails to do so IVA shall not recognize the accomplished education requirements.
6. Instructor License
6.1. Grant of Instructor License
Teacher is granted an Instructor License (hereinafter referred to as “License“) if the necessary Education Requirements (see section 5. of these general terms and conditions and 6. and 12. of the IIG) are met and the License Fee is paid according to the regulations under section 6.7.
The License is valid from December 1st until November 30th of the year it is granted (hereinafter referred to as “License Period“) and must be renewed each year by meeting the necessary Education Requirements (see section 5. of these general terms and conditions and 6. and 12. of the IIG) and paying the License Fee according to the regulations under section 6.7.
With the exception of re-licensing (see below), Licenses will only be granted by December 1st and only if all necessary Education Requirements were met by November 1st of the Certification Period before the one the License is granted for. A License shall not be granted to a Teacher who hasn‘t spent a minimum of 12 months in the Certification Program calculated from the day his application was accepted by IVA.
If after a Prolonged Absence Teacher asks for re-licensing he will not be granted a License before all requirements for re-licensing are met (see 9.2. of the IIG).
6.2. Subject matter of the Teacher License
IVA possesses immaterial rights that enable the following benefits to Teachers (hereinafter referred to as “Benefits“):
- promotion as “Certified IVA Instructors“
- use of the Certified IVA Instructor logo
If these general terms and conditions do not explicitly provide otherwise, the obligation of IVA arising from the given License shall be limited to simply allowing the use of those Benefits in accordance with the regulations of these general terms and conditions and the IIG.
6.3. Extent of License
Teacher shall use Benefits only in accordance with these general terms and conditions and the IIG. IVA may also use Benefits.
Benefits shall only be used for Teacher‘s activities in form of private lessons within Teacher‘s own studio, private lessons online or within an educational institute and for advertisement as a Certified IVA Instructor.
Any other usage of Benefits, especially for activities such as clinics, master classes, workshops, private lessons and various forms of public display of the IVA technique, is only allowed with explicit written approval of IVA.
IVA explicitly reserves the right to prohibit teachers in certain ways and kinds of marketing.
IVA may grant further licenses to Third Parties with respect to Benefits or convey Benefits as a whole or partly to Third Parties. The conditions therefore are solely chosen by IVA. “Third Party“ shall mean any other person than the parties, even if the Third Party has any relation to one of the parties.
Teacher may not use Benefits as part of his business name or alter Benefits in any way, e.g. by adding an addition.
Teacher shall not advertise his studio as a certified IVA studio or cause the impression that his studio is part of IVA.
Teacher shall not use Benefits for an advertisement that intends to put Teacher above other Certified IVA Instructors.
Every usage of Benefits by Teacher shall be deemed as usage by IVA. Hereby Teacher conveys all rights to IVA that eventually arise through the usage of Benefits.
6.4. Territory of License
This contract grants a license for activities in form of private lessons within Teacher‘s own studio or within an educational institute. The usage of Benefits for worldwide online lessons and for advertisement on the Internet or in print media in accordance with the regulations of these general terms and conditions and the IIG is included in the License.
6.5. Assignability and sub licensee
IVA may convey rights and obligations arising from these general terms and conditions and/or the IIG as a whole or partly with full discharging of its obligations to a person who is a Related Person or the acquirer of Benefits or parts thereof. The conditions therefore are solely chosen by IVA. “Related Person“ shall mean any person on which IVA or one or several of its Owners directly or indirectly possesses more than half of the capital or the operating assets, in which IVA or one or several of its Owners directly or indirectly commands more than the half of the voting rights or of which IVA or one or several of its Owners directly or indirectly can constitute more than the half of the management body or administrative body appointed for legal representation.
Teacher may, only after written approval from IVA, convey rights and obligations arising from these general terms and conditions and/or the IIG to Third Parties, pawn them, contribute them in a company or corporation or dispose of them in any other way.
Teacher may not grant sub licensees.
During a Leave of Absence (see 9.1. in the IIG) or a Suspension (see section 13.) Teacher may not use the rights granted by Teacher License.
6.7. License Fee
Teacher shall pay the License Fee in one installment, two installments or in ten installments. It is due by January 5th, if paid in one installment. If paid in two installments, one installment is due by January 5th and one by July 5th. If paid in ten installments, one installment is due on the 5th of every month from January to October.
If a payment should become due after IVA granted Teacher a Leave of Absence (see 9.1 of the IIG), but before the first of the next month, Teacher shall make this payment until the end of the Leave of Absence, otherwise the Leave of Absence will be nullified retroactively.
The amount of the License Fee is $ 450.00 USD if paid in one installment. If paid in two installments the amount of each installment is $ 235.00 USD. If paid in 12 installments the amount of each installment is $ 40.00 USD.
The amount of the License Fee may be changed by IVA. The change shall be effective from the License Period that follows the one in which changes were made. License Fee is nonrefundable.
In case of late payment Teacher‘s name will be removed from the Certified Instructor List. It may take up to two weeks after the payment was received by IVA to reactivate Teacher‘s name on said list.
7. Warranty and Liability
IVA does not give any warranty to the extent that mandatory law or explicit provisions of these general terms and conditions do not provide otherwise.
IVA warrants that at the present day IVA can freely dispose of the rights of use granted and does not know of any circumstances which may oppose an actual use of Benefits according to these general terms and conditions. IVA is not obliged to conduct any investigations with regard to such circumstances. A warranty of IVA for a later lapse of Benefits is excluded. IVA does especially not give any warranty that Benefits are protected by trademark rights or other immaterial rights.
To the extent that mandatory law does not provide otherwise, IVA is only liable for flagrant, gross negligence and intent.
8. Data protection
Teacher agrees that his/her personal data, namely first name, second name, address, phone number, email address, website, payment information and information on the fulfillment of Education Requirements in the online area for Teachers, accessible under my.vocaladvancement.com, is used and processed by IVA for educational and marketing purposes of IVA. This allowance can be revoked at any time with effect for the future. Teacher is informed that the level of data protection in the United States of America, the country where IVA has its seat, is lower than the one in the European Union.
Teacher shall not disclose to Third Parties any business secrets, which he/she may learn as a result of his activity in the Certification Program. This obligation shall also apply if the information is no longer secret because Teacher violated his secrecy obligation.
The know-how of IVA, as well as all information which concerns IVA or cooperation partners of IVA, shall be kept in strict confidence. This does not apply to information which is generally known or accessible, which Teacher can prove he was in possession of at the time this Contract was concluded or which Teacher received from a Third Party who was not subject to an obligation of secrecy.
Teacher shall impose this obligation in writing to all his collaborators, whether employed by Teacher or not, and provide proof hereof to IVA at its request.
10. Term of Membership in the IVA Instructor Certification Program
Membership shall enter into effect as soon as Teacher’s application was approved and shall be concluded for an unlimited period of time.
11. Termination of Membership
The Parties shall have the right to terminate Membership as per the end of each Certification Period by giving three months prior notice.
Notwithstanding the just said the party not giving rise to a reason for termination shall have the right to terminate Membership with immediate effect for important reasons at any time. In particular, the following reasons shall be deemed to constitute such important reasons:
For IVA if:
- Insolvency proceedings are instituted with respect to the assets of Teacher, or if a petition for opening such proceedings is rejected because of lack of sufficient assets to cover the costs of the proceedings, or if the conditions for the institution of such proceedings or the dismissal of such a petition are met or if Teacher suspends his payments to the extent permitted by the mandatory law;
- Teacher is in default with a payment under these general terms and conditions and/or the STM by more than four weeks without any requirement of a payment request;
- Teacher challenges Benefits or a part of Benefits or any other of IVA‘s immaterial rights,
- Teacher violates the Code of Ethics (see 4. of the IIG);
- Teacher violates the regulations on advertisement repeatedly;
- Teacher is no longer able to fulfill his obligations in the Certification Program, under these general terms and conditions or under the IIG for any reasons whatsoever;
- Teacher violates the core principles of the IVA technique (see 3. of the IIG);
- Teacher is in breach of these general terms and conditions or the IIG, except the breach mentioned above.
For Teacher if:
- Insolvency proceedings are instituted with respect to the assets of IVA, or if a petition for opening such proceedings is rejected because of lack of sufficient assets to cover the costs of the proceedings, or if the conditions for the institution of such proceedings or the dismissal of such a petition are met or if Teacher suspends his payments to the extent permitted by the mandatory law;
- IVA is in breach of these general terms and conditions or the IIG.
12. Consequences of Termination of Membership
After the termination of Membership for whatever reason any rights arising from this Membership, these general terms and conditions or the IIG including, but not limited to the License, immediately end and Teacher shall be subject to the following obligations:
Teacher immediately refrains from the usage of Benefits.
At his cost Teacher shall immediately return to IVA all documents and any other objects supplied by IVA. This also applies to any copies thereof, as well as the representation of its documents, in whole or in part, on data carriers of any kind, as well as distribution in “new electronic media“ like Internet material. If the return of such representations is impossible, Teacher shall destroy them and provide proof thereof to IVA.
All claims of IVA against Teacher are payable four weeks after the termination of this Contract if they are not already due, including, but not limited to the full License Fee of $450.00 USD.
Sections 3,4,7-9, 12 and 14-27 of these general terms and conditions remain applicable.
If this Contract is terminated because Teacher is in breach of the Contract, IVA may publish Teacher‘s name and the reason for the termination.
After the termination of Membership Teacher shall not make any reference in any way whatsoever to IVA except listing the highest received certificate from IVA (hereinafter referred to as “Certificate“) in Teacher‘s Curriculum Vitae (hereinafter referred to as “CV“). If Teacher‘s Certificate or License was revoked (see section 14) or Membership was terminated because of Teacher‘s violation of the core principles of the IVA technique, teacher shall not make any reference to IVA.
Notwithstanding the just said Teacher hereby agrees that any media or form of communications including but not limited to, performance, spoken word, printed or electronic and website that mentions IVA, must cease and be changed within one week of the termination of this Contract.
Notwithstanding section 11 of these general terms and conditions, IVA may suspend Teacher from the Certification Program who is in breach of these general terms and conditions or the IIG.
For the time of a suspension Teacher may not use the rights granted by Teacher‘s License and IVA may remove Teacher‘s name from the Certified Instructor List.
14. Revocation of Certificate or License
If Teacher violates the core principles of the IVA technique (see 3. of the IIG), IVA shall revoke any Certificate or License granted to Teacher with immediate effect.
15. Publication and passing on of records
Teacher shall not publish or pass on to any other natural person, corporate entity or entity of any other kind records of the IVA Technique or about IVA that Teacher is or will ever be in possession of, produced in whatever way and by whomever including, but not limited to the Teacher Manual, personal notes, videos and audio files without the explicit written permission of IVA.
16. Set-off and Retention
No set-off may be made with claims of Teacher against the claims of IVA. Teacher does not have a right of retention or pledge.
17. Legal Nature
Teacher acts on his own account and risk and in his own name. Membership shall constitute neither a company nor a similar relationship nor an employment relationship. None of the parties may act in the name or for the account of the other party.
These general terms and conditions and the IIG constitute the entire agreement between the parties. Any agreements, statements of will or knowledge or any circumstance of legal relevance made or having occurred before or at the acceptance of these general terms and conditions and/or the IIG, lose any and all effect upon the acceptance of these general terms and conditions and/or the IIG.
No act or omission by a party may be deemed to be a waiver of any rights if such a waiver is not declared explicitly and in writing.
20. Waiver of challenge
To the extent permitted by mandatory law, the parties waive their right to challenge the contractual relationships concluded between IVA and Teacher that are based on these general terms and conditions and/or the IIG (hereinafter referred to as “Contract“), to demand its modification or to claim that this Contract was not concluded validly or is null and void.
21. Duties and taxes
Any duties and taxes which may be incurred with respect to the conclusion, performance and termination of this Contract shall be born by Teacher, except the taxes on the income of IVA.
22. Place of performance
The place of performance is the registered seat of IVA.
Any communication to be given under this Contract or which is to be made according to the law shall be deemed to be served on the day when they arrive at the address or email address of the other party as stated below:
Teacher: the email address that Teacher listed as contact email address in the application form for Certification Program
An address or email address change shall be communicated to the other party explicitly and in writing and shall become effective two weeks after the arrival at the address of the other party.
Communication that does not only concern Teacher personally, but all or a majority of the people in the Certification Program shall also be deemed to be served 14 days after it is put online in the teacher dashboard on my.vocaladvancement.com.
24. Jurisdiction Clause
This Contract, the issue of its valid conclusion and its pre- and post-contractual effects are governed by and interpreted in accordance with the laws of the United States of America. The Parties submit to the exclusive jurisdiction of the courts in Las Vegas, Nevada. A Party will not object to that forum for any reason.
All modifications or amendments of this Contract, including this clause, shall only be effective if made in writing and at least be signed by the party against whom the modification or amendment shall be enforced.
Notwithstanding the provisions in section 6 of these general terms and conditions and the IIG, Teacher shall not disclose information on this Contract, parts thereof or any matters connected herewith to Third Parties without the prior approval of IVA, unless the Teacher is required by law to make any such disclosure. The aforesaid shall not apply to facts that are publicly accessible.
Should any provisions of these General Terms and Conditions or the IIG be or become illegal or unenforceable, the remainder of these General Terms and Conditions shall not be affected. These provisions are automatically replaced by valid and enforceable provisions which achieve the intended economic effect as closely as possible.