THIS LICENSE AGREEMENT (“Agreement”) is entered between bootybarre, Inc., with a place of business at 1942 Huntington Dr. S. Pasadena, CA 91030, the Licensor (“BB bootybarre/BBL bbarreless”) and Fitness Trainer/INSTRUCTOR.
WHEREAS, BOOTYBARRE owns all right, title, and interest in the names, intellectual property, logos,service marks and trademarks and all derivations of the bootybarre or bbarreless fitness system, written choreography notes, online class material and new bootybarre or bbarreless videos, the bootybare/bbarreless name plus all instructional and promotional materials connected with the bootybarre/bbarreless fitness system (collectively, “The Marks”) and wishes to grant a limited license of the Marks to INSTRUCTOR solely for the purposes and uses stated hereunder; WHEREAS, bootybarre has created and is the sole owner of an exercise system (bootybarre or “BB” and bbarreless or “BBL”) and a comprehensive training and certification program (“bootybarre or bbarreless Certification Program for instructors (“INSTRUCTOR”) to teach the BB/BBL system; WHEREAS, INSTRUCTOR wishes to register on the www.bootybarre.com/www.bbarreless.com (the “Website”), fulfill all the requirements to become certified as an INSTRUCTOR, comply with all terms of the BB/BBL Leader Certification Program and this Agreement and receive a license of limited use of the Marks and; NOW, THEREFORE, the parties agree as follows:
This Agreement shall commence on the date that INSTRUCTOR is notified in writing by INSTRUCTOR that he/she has passed the certifying exam for the BB/BBL Leader Certification Program and shall continue for Twelve Months (the “Term”) from the date of the actual course. The certifying exam shall consist of a video sent by the INSTRUCTOR to BB/BBL by uploading to its website on their personal profile at www.bootybarre.com or www.bbarreless.com no later than 90 days for BB and 60 days for BBL after the completion of the course. The Term shall be renewed on an annual basis from the date of INSTRUCTOR’S course on the same terms herein, or the currently updated terms, for each successive 1- year term provided that, before the commencement of that extension year, the INSTRUCTOR subscribes to the BB/BBL membership program. PLEASE NOTE that INSTRUCTOR will have the rights described in Paragraph 2 below only as long as INSTRUCTOR is a current participant in the online membership program.
2. LICENSE GRANTED:
BB/BBL grants INSTRUCTOR a limited, non-exclusive license: (i) to use the Marks in unaltered form as they are provided by BB/BBL; (ii) to offer the bootybarre or bbarreless classes as taught to INSTRUCTOR in the BB/BBL Fitness Trainer Certification Program classes and training materials; (iii) to use of the unaltered artwork and promotional photos for display, postcards and approved promotional outreach and activities. Any alterations in the Marks or materials INSTRUCTOR desires to make must be previously approved in writing by BB/BBL.
3. USE OF BB/BBL MATERIALS:
INSTRUCTOR agrees not to disclose the contents, reproduce or distribute copies of promotional and instructional materials. PLEASE NOTE THIS NON-COMPETE REQUIREMENT: INSTRUCTOR further agrees not to use BB/BBL
materials, techniques, methods, product etc. (collectively “Intellectual Property”) to give any teacher training course(s) or alter in any material way the bootybarre or bbarreless fitness techniques, programs or classes. This prohibition on INSTRUCTOR’s use of any of BB/BBL’s Intellectual Property shall further expressly refer to any incorporation by INSTRUCTOR of such Intellectual Property in BB/BBL course or any barreless/barre fitness program for students or Instructor certification that is not an official course and for which fees are not paid to BB/BBL INSTRUCTOR will be subject to legal action if he/she continues to give barre type classes substantially copied from the BB/BBL exercise program when INSTRUCTOR is no longer certified.
4. SOCIAL MEDIA:
No materials or choreography given for BB/BBL instructor training courses and BB/BBL membership are allowed to be used in social media (YouTube, Facebook, Instagram, Personal Blogs) unless approved marketing materials or has been given written approval from BB/BBL head office. This is not permitted.
5. INTERNET STREAMING:
Internet Streaming, Radio and Television. This Agreement does not permit Internet Streaming or virtual performance of BB/BBL classes. Virtual Programming must be the subject of a separate agreement with bootybarre or an authorized virtual content provider.
INSTRUCTORS shall not manufacture, create or distribute any BB/BBL merchandise (including clothing) or other promotional items except those purchased from or an authorized bootybarre distributor.
INSTRUCTOR cannot create any videos or DVD’s which depict or otherwise imitate BB/BBL choreography. bootybarre fitness videos and DVDs are fully protected under the laws of copyright, and an unauthorized duplication, exhibition, distribution or other use without the express prior written consent of bootybarre is strictly prohibited. In addition to constituting grounds for termination of this Agreement, copyright violators will be prosecuted to the fullest extent of the law. Short 1-2-minute marketing videos may be created using trained BB/BBL Instructors, but they must be approved by bootybarre prior to use.
8. LIMITED LICENSE TO USE MARKS:
INSTRUCTOR agrees that the license to use the
Marks is solely for the local promotion and at the site of BB/BBL classes and
INSTRUCTOR will follow the Trademark Usage Guidelines contained in Exhibit A, which is
a part of this Agreement. All rights to the Marks and other licenses in this Agreement, other
than those specifically granted to INSTRUCTOR are expressly reserved by BB/BBL.
9. MAINTAINING QUALITY:
INSTRUCTOR agrees to adhere to the BB/BBL standard of
conduct, and approved moves, as stated in the BB/BBL written materials and taught in
the certifying classes.
10. RIGHT TO MODIFY:
BB/BBL reserves the right, through announcements on the
website and via email notification of any modifications, alterations or changes in materials,
practices and presentation methods and INSTRUCTOR shall, after notification, follow those
new specifications. INSTRUCTOR understands and agrees that it is a condition of
INSTRUCTORS certification that INSTRUCTOR will check the website regularly for these
11. BREACH OF CONTRACT AND TERMINATION:
BB/BBL reserves the right to notify
INSTRUCTOR of any breach of INSTRUCTOR’s obligations hereunder and shall give
INSTRUCTOR fifteen (15) days from the date of such notice to cure the breach and give
BB/BBL adequate evidence of said cure. If this is not done to BB/BBL’s satisfaction, BB/BBL shall notify INSTRUCTOR that the Agreement is terminated. Any use of BB/BBL materials or Marks or teaching of BB/BBL classes by INSTRUCTOR after the termination date will subject
INSTRUCTOR to legal action.
12. INSTRUCTORS REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION:
INSTRUCTOR represents and warrants that he/she: has the full power, authority and ability
to enter into this Agreement and perform all its terms; recognizes the high quality and
standards BB/BBL has established and will at all times maintain those standards and do
nothing to damage BB/BBL’s business reputation. INSTRUCTOR hereby indemnifies BB/BBL
against all expenses, damages, liabilities and costs in INSTRUCTOR’s use of “The Marks”
and the promotion and presenting of BB/BBL classes or the breach of its warranties and
representations. INSTRUCTOR expressly assumes any and all liability for any expenses,
damages, suits, liabilities or costs occurring during or resulting from his/her BB/BBL
13. USE OF MARKS:
INSTRUCTOR agrees that he/she will not use or permit the use of the
Marks for any purpose or use other than those connected with the BB/BBL classes
(including advertising and promotion) in the Territory in the manner prescribed in this
Agreement. Except as otherwise provided herein, INSTRUCTOR shall not use, cause or
permit the Marks, or any confusingly similar trade mark or name (including any domain or
entity name), to be used by INSTRUCTOR or any of affiliates, agents or other person in
INSTRUCTOR’s business or the business of any person, corporation or entity either
controlled by INSTRUCTOR or in which INSTRUCTOR has an interest, either within the
Territory or elsewhere in the world.
INSTRUCTOR agrees that he/she shall not, at any time, apply for any copyright or
trademark which would or could affect BB/BBL’s rights in and to the Marks, or any of BB/BBL’s other proprietary rights, nor file any document with any government authority, or take any action which would or could affect Licensor’s ownership of the Trademark or Licensor’s
other proprietary rights, and INSTRUCTOR shall not aid or abet anyone else in doing so, in
the Territory or anywhere in the world.
14: LICENCE AND ACCESS TO WEBSITE:
The information presented on this Website and Membership is in no way intended as medical advice or as a substitute for medical treatment. This information should only be used in conjunction with the guidance and care of your physician. Consult your physician before beginning any diet, nutrition, or fitness plan offered through the Website. Your physician should allow for proper follow-up visits and individualize your diet, nutrition, or fitness plan as appropriate. Nothing stated or presented on the Website is intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health care provider if you have any questions regarding a medical condition, your diet, nutritional supplements, an exercise regimen, or any other matter related to your health and well-being. INSTRUCTOR exercises at your own risk, and releases all liability from bootybarre, INC. If you do not agree to be bound by this Agreement, please do not use or access the BB/BBL websites. bootybarre reserves the right to refuse or cancel your account. We also reserve the right to cancel your membership should you violate any provision of this Agreement, or any other posted policy on the Website. The contents on the BB/BBL websites, including the videos, text, graphics, images, and information obtained from bootybarre’s third-party content providers, sponsors, suppliers, and licensors (collectively “Providers”), and any other materials are to be used for informational purposes only.
16. INFORMATION COLLECTED AND USE:
In some cases, BB/BBL may collect technical information when you connect to BB/BBL website. Examples of this type of information include the type of internet browser or operating system you are using, the IP address or reference URL, domain name, and website data from which you linked to Our site. Also, when you view the BB/BBL website some information may be stored on your computer in the form of a “cookie” or similar file. This information and these files are used to prevent hacking or provide better customer experiences and service. Information may also be collected if you provide it, such as your email address, home or shipping addresses, phone number(s) and other information. Anyone under eighteen (18) years of age is required to use the BB/BBL websites and the services under the supervision of a parent or legal guardian. Any personal information that BB/BBL collects is not shared with other persons except for purposes related to the BB/BBL services and then only as permitted by law. BB/BBL does not sell or distribute INSTRUCTOR’S information to anyone.
17. ELECTRONIC COMMUNICATIONS:
When INSTRUCTOR uses certain BB/BBL Services, or send emails to us, you communicate with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the BB/BBL websites or through other methods. You agree that all communications, notices, disclosures, and agreements that we provide to you electronically satisfy any legal requirement that such communications be in writing.
18. CERTIFICATION PERIOD:
From the date of teacher training course, INSTRUCTOR has 60 (BBL) -90 (BB) days to send in assessment video. INSTRUCTOR will be required to join membership for continuing education ONE year from the date of taking the BB/BBL instructor training course. INSTRUCTOR will remain certified while enrolled in the BB/BBL membership.
INSTRUCTORS commitment to the membership is for one year by either ONE-FOUR payments of their choice. By acknowledging this contract, you will be bound to a one-year commitment to the membership. One new release will be delivered to you quarterly on the membership from the date of enrollment.
20. CANCELATION OF MEMBERSHIP:
INSTRUCTORS will be required to give no less than THIRTY Days’ Notice of cancelation from the date of your auto renewal via a written email to firstname.lastname@example.org or email@example.com. Once auto renewal has been charged there are no refunds, your membership will be renewed as previous year commitment.
Notices hereunder shall be in writing and sent to the parties at their
addresses set forth above via email (if written confirmation may be obtained), facsimile (if
written confirmation may be obtained), personal delivery, overnight courier or certified mail.
The date and time of confirmation (for facsimile or email), certification or delivery (if notice
is by personal delivery or overnight courier) shall be the date and time of such notice,
unless such date and time do not fall between 9:00 a.m. and 5:00 p.m. (recipient’s time
zone) on a business day, in which case the date and time shall be deemed to be 9:00 a.m.
on the next business day.
22. THIS AGREEMENT:
This Agreement:(i) does not constitute a partnership or joint venture between the parties; (ii) contains the full and complete understanding between the parties and supercedes all prior agreements whether written or oral; (iii) shall be construed in accordance with and governed by the laws of the State of California whose courts shall be the courts of exclusive jurisdiction.
You/INSTRUCTOR and all parties have acknowledged and agreed to all of the terms in this contract and have entered into this Agreement on the date of purchasing the course.
Trademark Usage Guidelines
These guidelines are intended to assist INSTRUCTOR in understanding the general
trademark privileges and requirements under U.S (International) trademark law. The
trademarks and services marks of BB/BBL (“Marks”) are the property of BOOTYBARRE and must be used only in connection with BB/BBL classes.
If the Marks are misused, BB/BBL could lose its right to have the trademarks exclusively
identify its goods and services. The following rules should therefore be followed when
referring to the Marks in news articles, photo captions, advertising, literature, promotional
material, signs and correspondence.
In order to preserve BB/BBL’s valuable Marks, it’s necessary to adhere to the following simple
(a) A proper trademark notice must be used after each trademark at least once, preferably the first time the trademark appears, on all labels and in all advertisements, promotional material, publications and other literature. The symbol®, indicating the trademark has been registered in the United States Patent and Trademark Office, must be used for all registered trademarks.
(b) It’s important to distinguish the trademark from other words in typed and printed material. This should be done by all letters written as “bootybarre and bbarreless” or the trademark logo not your personal version of the brands.
(c) The trademark should at all times stand apart. It should never be abbreviated, should not be used as a possessive, in the plural, in a descriptive sense or as a verb or noun.
(d) The trademark should never be used or combined with other words or another trademark. Elements of the trademark should never be used alone or combined with other words or another trademark.
(e) The Marks should be used only when referring to the BB/BBL and products or services. BB/BBL has the right, from time to time, to request and receive samples of any and all written or promotional materials not supplied by BB/BBL to insure that quality standards are being met and to assure the proper use of the Marks.
(f) All materials bearing the Marks must contain the equivalent of the following language displayed prominently on or in connection with the materials: bootybarre®/bbarreless® is a registered trademark and is used with its permission”.
Use by Others
The Marks must be protected against misuse and infringement by others. If an improper or unauthorized third party uses it, that use may result in a dilution of a trademark’s strength and its loss of identification with BB/BBL. Ultimately, it may cause a mark to lose its trademark significance. It is therefore extremely important to BB/BBL to police its Marks in the marketplace. Immediate notice to BB of what you consider might be unauthorized use of the Marks is therefore imperative.