VOCAL ADVANCEMENT, LLC
IVA PROFESSIONAL SINGING TEACHER COURSE AGREEMENT
The following terms regulate the relations between teachers in the 3-Year IVA Professional Singing Teacher Course (hereinafter referred to as “Teacher“) and the Institute for Vocal Advancement, LLC, 848 N. Rainbow Blvd, Unit #8263, Las Vegas, NV 89107 (hereinafter referred to as “IVA“) as follows (hereinafter referred to as “Agreement”).
Please read this Agreement carefully. Your participation in the Course (as defined below) signifies your acknowledgement and acceptance of this Agreement and the terms contained herein. If you do not agree with the terms of this Agreement, you are not authorized to access or otherwise participate in the Course, use IVA’s website, course materials, and/or purchase any products or services from IVA.
1. Course Structure
Teacher acknowledges that the structure of the 3-Year IVA Professional Singing Teacher Course (hereinafter referred to as “Course) is explained in the Professional Singing Teacher Course Guide, downloadable under here (hereinafter referred to as “PSTCG“) and the IVA Information Guide, downloadable under here (hereinafter referred to as “IIG), Teacher has read and understood the current version of the PSTCG and the IIG and agrees to their regulations, which Teacher agrees shall be incorporated herein as part of this Agreement.
Teacher also understands that the structure of the Course is subject to constant change and development. Teacher will therefore not exercise any rights granted herein to inhibit IVA‘s ability to change and develop the Course. IVA is not liable for any wasted expenditure due to changes in the Course.
Should the terms of this Agreement, the PSTCG or the IIG or the interpretation of any terms contained herein be in conflict with each other, the terms of this Agreement and the PSTCG shall prevail over the terms of the IIG, and the terms of this Agreement shall prevail over regulations in the PSTCG.
2. Course Acceptance
Teacher shall be accepted into the Course after
- IVA has received a completed application for the Course and
- IVA has received confirmation of the first payment towards the selected payment plan for the Admin Fee (as defined below)
(hereinafter referred to as “Course Acceptance”).
Teacher shall pay the administration fee (hereinafter referred to as “Admin Fee”) in one (1) instalment. The Admin Fee will amount to $500 USD. This instalment is due when the Teacher sends the application form to IVA.
All payments shall be made via Credit Card or PayPal. The Admin Fee is non-refundable.
3. General provisions on the execution of this Agreement by IVA
IVA shall carry out its duties under this Agreement with the diligence of a reasonably prudent businessperson.
For the fulfilment of its duties or the exercise of its rights or responsibilities, IVA may use third party independent contractors in IVA’s sole discretion.
If the execution of IVA‘s duties requires any participation of Teacher, such duties shall be carried out only if Teacher has met Teacher’s obligations and responsibilities as set forth herein.
IVA shall execute its duties only if Teacher is not in default with any of Teacher’s duties.
4. General provisions on the execution of this Agreement by Teacher
Teacher shall carry out their duties under this Agreement with the diligence of a reasonably prudent businessperson.
Teacher shall inform IVA immediately about any situation that could possibly affect this Agreement, its execution or the relations between Teacher and IVA in any way.
5. Education Requirements
Teacher shall complete the requirements listed in the PSTCG (hereinafter referred to as “Education Requirements”) within three (3) years from Course Acceptance (hereinafter referred to as “Course Period”).
Within Course Period Teacher shall complete part of Education Requirements allocated by the PSTCG to a certain year (hereinafter referred to as “Yearly Education Requirements”) within the year of Course Period they are allocated to (hereinafter referred to as “Yearly Education Period”).
Education Requirements 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 shall not be liable for any wasted expenditure due to a change in Education Requirements.
Teacher shall enter Education Requirements within 30 days after they were completed into Teacher’s online logbook. If Teacher fails to do so IVA shall not recognize the accomplished Education Requirement.
For each Yearly Education Period Teacher shall pay an Admin Fee (see section 2).
Payments for Education Requirements shall be made by Teacher at the time of booking them. Payments for Private Voice Lessons, Interactive Teaching, Mock Evaluations, Voice Evaluations and Teaching Observation Tests shall be made directly to the Master Teacher or Ambassador they are booked with. All other payments for Education Requirements shall be made to IVA via Credit Card or PayPal.
Teacher shall be responsible for booking Yearly Education Requirements in such a way that they can be completed within Yearly Education Period.
If Teacher doesn’t complete Yearly Education Requirements within Yearly Education Period (hereinafter referred to as “Education Delay”), Teacher shall only be allowed to continue Course if an extension for the completion of Yearly Education Requirements is granted by IVA (hereinafter referred to as “Extension Period”).
IVA shall grant an Extension Period of up to 6 weeks for free. For an Extension Period of 6 weeks to 3 months Teacher shall pay an Extension Fee of $60 USD. For an Extension Period of 3 to 6 months Teacher shall pay an Extension Fee of $120 USD. For an Extension Period of 6 to 12 months Teacher shall pay an Extension Fee of $240 USD.
Extension Period shall start on the day that follows the day IVA approves Extension Period (hereinafter referred to as “Extension Date”). If Extension Date lies within a Yearly Education Period, Extension Date shall be the first day of Education Delay.
IVA shall not grant an Extension Period if the Extension Date would be later than 3 years after the end of the last Extension Period for the current Education Delay. If an Extension Period wasn’t granted for the current Education Delay, IVA shall not grant an Extension Period if the Extension Date would be later than 3 years after the first day of the current Education Delay.
6. Course Completion
Course shall be completed on the 1st of the month that follows the day Teacher fulfils the following criteria:
- all Education Requirements for Course were completed and
- Course Period is over
(hereinafter referred to as “Course Completion”).
After Course Completion, the Teacher shall receive a certificate that confirms the Teacher’s graduation from the Course (hereinafter referred to as “Certificate”).
Teacher is aware that after Course Completion, the Teacher doesn’t become a Certified or Accredited IVA Instructor and shall, therefore, not cause the impression of being an Accredited/Certified IVA Instructor.
7. Warranties/Disclaimer of Warranties
IVA DOES NOT GIVE ANY WARRANTIES TO THE EXTENT THAT MANDATORY LAW OR EXPLICIT PROVIDIONS OF THIS AGREEMENT DO NOT PROVIDE OTHERWISE.
TEACHER’S PARTICIPATION IN COURSE OR ANY OTHER EDUCATION TEACHER GETS ACCESS TO IS AT TEACHER’S SOLE RISK. THE COURSE OR ANY OTHER EDUCATION TEACHER GETS ACCESS TO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IVA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR COURSE, ANY OTHER EDUCATION TEACHER GETS ACCESS TO OR LICENSE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
IVA MAKES NO WARRANTY THAT (I) THE COURSE, ANY OTHER EDUCATION TEACHER GET ACCESS TO OR LICENSE WILL MEET TEACHER’S REQUIREMENTS, (II) THE COURSE OR ANY OTHER EDUCATION TEACHER GETS ACCESS TO WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM COURSE OR ANY OTHER EDUCATION TEACHER GETS ACCESS TO WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF COURSE OR ANY OTHER EDUCATION TEACHER GETS ACCESS TO OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY TEACHER THROUGH COURSE, ANY OTHER EDUCATION TEACHER GETS ACCESS TO OR BECAUSE OF LICENSE WILL MEET TEACHER’S EXPECTATIONS.
IVA WARRANTS THAT AT THE PRESENT DAY IVA CAN FREELY DISPOSE OF THE RIGHTS OF USE GRANTED THROUGH LICENSE IN THIS AGREEMENT AND DOES NOT KNOW OF ANY CIRCUMSTANCES WHICH MAY OPPOSE AN ACTUAL USE OF BENEFITS ACCORDING TO THIS AGREEMENT. IVA SHALL NOT BE OBLIGED TO CONDUCT ANY INVESTIGATIONS WITH REGARD TO SUCH CIRCUMSTANCES. A WARRANTY OF IVA FOR A LATER LAPSE OF BENEFITS SHALL BE EXPLICITELY EXCLUDED. IVA DOES NOT GIVE ANY WARRANTY THAT BENEFITS ARE PROTECTED BY TRADEMARK RIGHTS OR OTHER IMMATERIAL RIGHTS.
8. Limitation of Liability
TEACHER EXPRESSLY UNDERSTANDS AND AGREES THAT IVA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE PARTICIPATION OR THE INABILITY TO PARTICIPATE IN COURSE OR ANY OTHER EDUCATION TEACHER GETS ACCESS TO; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE COURSE, ANY OTHER EDUCATION TEACHER GETS ACCESS TO BECAUSE OR BECAUSE OF LICENSE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF TEACHERS TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN THE COURSE OR OTHER EDUCATION TEACHER GETS ACCESS TO; OR (V) ANY OTHER MATTER RELATING TO THE COURSE, ANY OTHER EDUCATION TEACHER GETS ACCESS TO OR LICENSE. IN NO EVENT WILL IVA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT TEACHER HAS PAID IVA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO TEACHER. IF TEACHER IS DISSATISFIED WITH ANY PORTION OF THE COURSE, ANY OTHER EDUCATION TEACHER MAY GET ACCESS TO OR THE LICENSE OR WITH THESE TERMS, TEACHER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE PARTICIPATION IN COURSE OR TERMINATE THE LICENSE.
TO THE EXTENT THAT MANDATORY LAW AND THIS AGREEMENT DO NOT PROVIDE OTHERWISE, IVA SHALL ONLY BE LIABLE FOR FLAGRANT, GROSS NEGLIGENCE AND INTENT.
9. 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 fulfilment 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 and in order to fulfil this Agreement.
This consent 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 and where data may be processed, is lower than the one in the European Union.
10. Secrecy
Teacher shall not disclose to any third party any business secrets, which Teacher may learn as a result of his activity in the Course and/or in connection with this Agreement. This obligation shall also apply if the information is no longer secret because Teacher violated Teacher’s secrecy obligation.
IVA’s know-how, as well as all information which concerns IVA or its cooperation partners, shall be kept in strict confidence. This does not apply to information which is generally known or accessible, which Teacher can prove he/she was in possession of at the time this Agreement 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 Teacher’s collaborators, whether employed by Teacher or not, and provide proof hereof to IVA at its request.
11. Termination of Agreement
The parties shall have the right to terminate this Agreement as per the end of each year by giving three (3) months prior notice.
Notwithstanding the foregoing, the party not giving rise to a reason for termination shall have the right to terminate this Agreement 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:
a. 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, in all these cases to the extent permitted by the mandatory law;
b. Teacher is in default with a payment under this Agreement by more than four (4) weeks without any requirement of a payment request;
c. Teacher challenges Benefits or a part of Benefits or any other of IVA‘s immaterial rights,
d. Teacher violates the Code of Ethics (see PSTCG);
e. Teacher violates the regulations on advertisement repeatedly;
f. Teacher is no longer able to fulfil Teacher’s obligations under this Agreement for any reasons whatsoever;
g. Teacher is in breach of this Agreement, except the breach mentioned above.
For Teacher if:
a. 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 IVA suspends its payments, in all these cases to the extent permitted by the mandatory law;
b. IVA is in breach of this Agreement.
12. Consequences of Termination of Agreement
After the termination of Agreement for whatever reason any rights arising from this Agreement 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 Teacher’s 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 Agreement if they are not already due, including, but not limited to the full License Fee for the remaining License Period or Renewed License Period.
Sections 3,4,7-10, 12 and 14-27 of these terms shall survive termination of this Agreement.
If this Agreement is terminated because Teacher is in breach of the Agreement, IVA may publish Teacher‘s name and the reason for the termination.
If this Agreement was terminated because of Teacher‘s violation of IVA’s Code of Ethics (see PSTCG), Teacher shall not make any reference to IVA.
If not stipulated differently by this Agreement 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 Agreement.
13. Suspension
Notwithstanding Section 11 of these terms, IVA may suspend Teacher who is in breach of this Agreement or the PSTCG (hereinafter referred to as “Suspension”).
For the time of a Suspension Teacher shall not be allowed to complete any Education Requirements and shall not have access to any of IVA’s educational information.
14. Revocation of Certificate
If Teacher violates IVA’s Code of Ethics (see PSTCG), notwithstanding Section 11 (Termination of Agreement), IVA shall have the right to revoke any Certificate granted to Teacher with immediate effect (hereinafter referred to as “Revocation”) and publish Teacher’s name, the fact of Revocation and the reason for Revocation.
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 method 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 content on the teacher dashboard, content in online courses, personal notes, videos and audio files without the explicit written permission of IVA.
16. Set-off and Retention
No set-off shall 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. This Agreement 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.
18. Entirety
This Agreement constitutes 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 terms and/or the PSTCG and/or the IIG, lose any and all effect upon the acceptance of these terms and/or the PSTCG and/or the IIG.
19. Waiver
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 terms and/or the PSTCG and/or the IIG, to demand its modification or to claim that this Agreement 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 Agreement shall be borne by Teacher, except the taxes on the income of IVA.
22. Place of performance
The place of performance is the registered seat of IVA.
23. Communication
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:
IVA: support@vocaladvancement.com
Teacher: the email address that Teacher lists as contact email address in the application form
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 Course or that hold a valid License shall also be deemed to be served 14 days after it is put online on 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 and the State of Nevada. The Parties submit to the exclusive jurisdiction of the courts in Clark County, Nevada. A Party will not object to that forum for any reason.
25. Form
All modifications or amendments of this Agreement, 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.
26. Disclosure
Notwithstanding the provisions in Sections 6 of these terms, Teacher shall not disclose information on this Agreement, 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.
27. Severability
Should any provisions of this Agreement and/or the terms of the PSTCG and/or the IIG be or become illegal or unenforceable, the remainder of this Agreement and/or the PSTCG and/or the IIG shall not be affected. These provisions are automatically replaced by valid and enforceable provisions which achieve the intended economic effect of the illegal or unenforceable provisions as closely as possible.