Spartan Race, Inc. Limited Coaching License
This Limited Coaching License (the “License”) is entered into as of the date hereof between you (“Participant” or “you” or “your”) and Spartan Race, Inc. (“Spartan”), and sets forth the understanding between the parties with respect to the limited, revocable, royalty-free, non-exclusive license granted to Participant upon successful completion of the applicable Spartan workshop and certification requirements. By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this License in its entirety. 1.1 As a participant in the Spartan Obstacle Specialist workshop who successfully completes the workshop assessment, you MAY: 1. List on a business card, your biography and resume in plain text that you are a “Spartan Obstacle Specialist.” 1.2 As an SGX-Certified Level 1 Coach you MAY: 1. List on a business card, your biography and/or resume in plain text that you are a “Spartan Coach” or “Spartan SGX Coach.” You may also use the abbreviation “SGX” in your list of academic and professional credentials. 2. Use the “Spartan SGX” name and logo (as provided by Spartan) in the name and marketing of your fitness class that incorporates the principles learned from the workshop(s) or content distributed in the workshop(s) and available at the Spartan Web site(s) or provided to you by Spartan personnel. Such use of the Spartan SGX name and logo shall be limited for use in support of the location where you operate the Spartan SGX class. You may use the Spartan SGX name and logo on the website or subsite specific to the location where you operate the Spartan SGX class, on local printed marketed materials referencing such location, in radio or television advertisements in support of the SGX Class you are operating at the location where you operate the Spartan SGX class, and in other media used to promote your affiliation with the Spartan SGX program or the location where you operate the Spartan SGX class. Solely refer to your class with the name “Spartan SGX at _______” Where the “________” is the name of your fitness facility offering the Spartan SGX Class. 3. You may use the “Spartan SGX” name and logo (as provided by Spartan) as a bumper/intro for any marketing video you produce to promote the location where you operation the Spartan SGX Class or in any marketing video you produce to promote Spartan SGX Class you operate and/or the exercises and philosophy contained in the SGX Class. No marketing video made by you using the Spartan SGX name and logo may exceed five minutes in length and in no case may the video be sold, assigned, or ownership transferred to any third party. 4. You may use the “Spartan SGX” name in any sub-domain name of a domain owned or operated by you (but not any primary domain name) or social media name that promotes the fitness facility where you operate the Spartan SGX Class on social media websites including, but not limited to, Facebook and Instagram. You may not use the “Spartan SGX” name in the domain name of any other website. 5. The above-mentioned names, trademarks and logos identified in 1.1 are referred to herein collectively as the “Licensed Marks”. 6. If desired, promote Spartan and earn commissions by complying with the then-current Spartan affiliate program. 7. You may use any of the copyrighted photos, videos, or other marketing materials explicitly provided by Spartan (“Copyrighted Materials”) as is or with minor alterations to ensure proper formatting in display solely in promotion or marketing of the fitness facility where you operate the Spartan SGX Class. 1.3 Once you complete the requirements to become an SGX-certified Level 2 Coach, you MAY also: 1. List on a business card, your biography and resume that you are a Level 2 “Spartan Coach” or “Spartan SGX Coach.” You may also use the abbreviation “SGX L2” in your list of academic and professional credentials.
1.4 Under any and all circumstances you may NOT: 1. Alter, modify, amend, change or enhance the Licensed Marks in any way. 2. Use “Spartan Race”, “Spartan”, “Spartan Training,” “Spartan Coaching,” or “Spartan SGX” in any business name or in any facility name. 3. Use Spartan names, logos, trademarks, copyrighted material, content, photographs, videos, images, works, music, artwork, graphics, information or other intellectual property in the marketing, advertising, promotion, and merchandise relating to your fitness class or your business, except as explicitly provided for above. For avoidance of doubt, this means that you may not use “Spartan” in a domain name or social media name except as specifically permitted by Section 1.2(4). 4. Without limiting the foregoing, you may NOT brand, name, market, or promote your fitness classes as part of or put on by a “Spartan Gym,” “Spartan Race Training Center” or “Spartan Training Center” or any variant of these phrases. You may not convey, or imply you are speaking or acting on behalf of, Spartan, or Spartan SGX. You may not use the Licensed Marks, Spartan, or Spartan Race, in any way that is illegal or that defames, ridicules or disparages Spartan, its founder, employees, agents, sponsors, licensees or their products or services, or that otherwise damages the reputation for quality inherent in the Licensed Marks. 5. Produce any merchandise bearing the “Spartan SGX”, “Spartan Race”, “Spartan”, name or logo or any variation thereof for sale of for use with your Spartan SGX class. Notwithstanding the immediately preceding sentence, you may produce apparel bearing the “Spartan SGX” logo for use in promoting your Spartan SGX class so long as the following conditions are met: (a) the design is approved by Spartan, in its sole discretion, in writing; (b) the Spartan SGX logo used on the t-shirt is not altered in anyway; (c) you provide the fully executed Manufacturing Authorization Form (available through your Spartan SGX contact) to the third party producing such apparel; and (d) you produce only as many units as allowed on the Manufacturing Authorization Form. 6. You may not explicitly state that any person featured in the Copyrighted Materials endorses, approves or otherwise promotes you, your Spartan SGX Class, or the fitness facility where you operate the Spartan SGX Class. Further Restrictions and Limitations. Spartan explicitly reserves the right to require you to abandon any particular use of the Licensed Marks that Spartan finds objectionable in its sole and unilateral, absolute discretion. Your use of the Licensed Marks is subject to any additional terms and conditions made available from Spartan at our Web site(s) or otherwise from time to time. All rights, grants, licenses and permissions granted to Participant in the License are subject to the terms and conditions herein, and are limited, revocable, personal, non-exclusive, non-transferrable, non-assignable, non-delegable and non-sublicenseable. You agree to comply with all applicable rules, laws and regulations, including those related to advertising, and to obtain all necessary and appropriate government approvals for use of the Licensed Marks. You agree to comply with Spartan’s branding guidelines for the Licensed Marks as may be provided, and to comply with all marking requirements provided by Spartan in connection with the Licensed Marks, including using the ® symbol and statement that the Licensed Marks as used are used under license from Spartan. You agree not to create or use any modification, derivation, variation, colorable imitation or confusingly similar version of the Licensed Marks or of any other marks, logos, indicia, names or designs used or owned by Spartan, with any goods or services. You acknowledge that You have no ownership interest in the Licensed Marks other than the License granted herein, and that Spartan is and shall remain the sole and exclusive owner of all right, title and interest in and to the Licensed Marks and all modifications, enhancements, updates, improvements and derivative works thereof and related thereto, regardless of by whom made, both during and after the term of the License. You agree not to challenge, contest or object to Spartan’s ownership worldwide of the Licensed Marks or to contest the validity thereof worldwide on any basis. You agree, both during the term of the License and after, never to apply for or register anywhere worldwide any trademark or copyright applications or registrations, or any domain names, for or containing the Licensed Marks or “SPARTAN” or any word, phrase, portion, or element of any of the foregoing, or any images, designs, graphics, devices, indicia, artwork, works and logos used therewith or used by Spartan, including those depicting helmets or other indicia historical or otherwise related to or associated with ancient Sparta or the ancient spartans, and/or any similar derivations, variations, or colorable imitations of the foregoing, in whole or in part, in connection with any and all goods, services and activities. You hereby irrevocably assign, transfer, convey and release to Spartan, automatically upon and from the moment of creation, all right, title and interest of any kind or nature in and to any and all modifications, enhancements, updates, improvements and derivative works of the Licensed Marks and related thereto or based thereon. You agree that your use of the Licensed Marks, and all goodwill in the Licensed Marks, inures solely to the benefit of Spartan, and will not create any right, title or interest to You in or related to the Licensed Marks. You agree to provide Spartan with examples of how you are using the Licensed Marks upon request by Spartan. You agree Spartan has no duty or obligation to register, seek to register, renew, or maintain any registrations for, any of the Licensed Marks. You however shall promptly notify Spartan in writing of any infringement or suspected infringement of the Licensed Marks, of any claim made against You or Spartan in connection with the Licensed Marks. Spartan shall have the sole right and discretion, but not the obligation, to bring infringement or other legal proceedings or actions against third-parties involving the Licensed Marks. Spartan shall in all events collect and retain any and all damages or other monetary relief awarded in any action against third-parties related to the Licensed Marks, and Spartan shall have sole selection of counsel. In no event shall Spartan be liable to You for not bringing a claim or lawsuit against any third-party. In no event shall You enter into any settlement, license or compromise of any controversy involving the Licensed Marks without Spartan’s prior written approval. You agree to assist and cooperate with Spartan with respect to prosecution of Spartan’s registration and enforcement of trademark and copyright rights in and related to the Licensed Marks, and to execute and deliver all documents, and provide samples and specimens as requested by Spartan, to effectuate and perpetuate Spartan’s rights in the Licensed Marks. The geographic territory of the License is the city or town in which Your business is located. You acknowledge and agree that the Licensed Marks are licensed to You AS-IS and without representations, inducements, or warranties of any kind or nature. SPARTAN DOES NOT MAKE, AND HEREBY DISCLAIMS AND EXCLUDES, AND ANY ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING THOSE ARISING FROM OR RELATED TO THE LICENSED MARKS, COURSE OF DEALING, USEAGE OF TRADE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND THAT THE SUCCESS OF THE SERVICES YOU PROVIDE UNDER THE LICENSED MARKS DEPENDS ON NUMEROUS FACTORS BEYOND SPARTAN’S CONTROL AND THAT YOUR SUCCESS IN CONNECTION THEREWITH IS SPECULATIVE AND THAT NO PROFITS, REVENUES OR SUCCESS IN CONNECTION THEREWITH IS GUARANTEED. All rights not expressly granted to You herein are reserved. 1.5 Authorization. You hereby authorize Spartan permission to include the name of your fitness class, a Web site link to your fitness class and contact information for you and your place of business, and your name and likeness on our Web site(s), including for publicity purposes. 1.6 Limited License to Spartan. You hereby grant to Spartan and its affiliates a limited license to use all the content, including, but not limited to, written content, photographs, videos, images, works, music, artwork, graphics and information, you provide to Spartan to be posted on any webpage, including, but not limited to, all social media sites, used to promote Spartan events, and for any other commercial purpose in connection with any Spartan business. You hereby represent and warrant that you will have obtained all necessary consents, releases and permissions necessary for Spartan to use all the content, including, but not limited to, written content, photographs, videos, images, works, music, artwork, graphics and information, you provide to Spartan to be posted on any webpage, including, but not limited to, all social media sites, used to promote Spartan events, and for any other commercial purpose in connection with any Spartan business. 1.7 Indemnification and Release. 1. You are solely responsible and shall bear all costs and liabilities associated with Your facility, Your organization, and all aspects of your business and its operations. In no event shall Spartan be liable to any third party for any direct, indirect, special or consequential damages of any kind or nature or for any reason whatsoever, whether liability is asserted in contract or tort. You, your corporate entity(ies), employees, contractors, sponsors, agents, representatives and affiliates (collectively, “Indemnifying Parties”) agree to indemnify, defend and hold harmless Spartan and its subsidiaries, owners, officers, directors, employees, contractors, sponsors, agents, representatives and affiliates (together with any of the foregoing’s heirs, successors or assigns, the “Indemnified Parties”) from all damages, assessments, costs, losses and other expenses, including, but not limited to, reasonable attorneys’ fees and costs (collectively, “Costs”), arising out, of or resulting from, any third party claim, demand, suit, action or other proceeding against any of the Indemnified Parties (collectively, “Claims”) that arise out of, or relate to any (a) breach of Indemnifying Parties’ obligations under this License, (b) infringement or misappropriation by Indemnifying Parties of any of intellectual property of any third party, or (c) or property damage, personal injury or death based on Indemnifying Parties’ negligence, recklessness or willful misconduct. Indemnifying Parties will give the Indemnified Parties prompt notice of any Claim(s), and any delay in notification shall not relieve any Indemnifying Party of its obligations hereunder except to the extent that the delay materially impairs its ability to indemnify. Without limiting the foregoing, the Indemnified Parties may participate in the defense at their own expense. The Indemnifying Party(ies) shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of the Indemnified Parties or which would otherwise adversely affect the Indemnified Parties without the Indemnified Parties’ prior written consent (which shall not be unreasonably withheld). 2. Indemnifying Parties hereby release, discharge, and waive the Indemnified Parties from all Claims which may arise from, and covenants not to make any Claims against the Indemnified Parties as a result of, any and all loss or injury caused by or occurring as a result of the exploitation of the rights granted hereunder, including, but not limited to, Claims arising from damages for libel, defamation, infringement of the right of publicity, unfair competition, copyright, trademark infringement or other intellectual property, or any physical injuries. Indemnifying Parties waive the benefits of any statute or law that purports to limit the effect of this License. 1.8 Code of Ethics. 1. You understand that Spartan is dedicated to principles of ethical conduct that to be followed by all Participants. Spartan’s Code of Ethics was established to maintain a high level of professionalism in the fitness, health, and wellness field. You agree to adhere to these standards of integrity and to encourage ethical behavior in the field. The Code of Ethics is general and does not address every possible scenario you may face, and the circumstances of a specific situation will determine the interpretation and application of the Code of Ethics. 2. You agree you have read and will adhere to the then-current Spartan Coaching Code of Ethics made available by Spartan at its Web site(s) or otherwise from time to time, which are incorporated herein by reference as if fully set forth herein. 2.0 Term. 1. The term of this License will begin on the date you successfully complete the applicable Spartan certification requirements. This License will continue in effect until: (a) you violate any provision of this License, (b) you cease to be certified by Spartan, due to a failure to maintain the current or future requirements for maintaining such qualification, such as completing required continuing education or paying required renewal fees with respect to a particular certification, (c) You publicly denounce, slander, defame, disparage, or denigrate Spartan, its officers, principals or agents either orally or in writing, in any format or medium, or (d) engage in any conduct that would reflect unfavorably upon Spartan. Upon any such event, termination shall be immediate. 2. This License is further terminable at will by either party upon 30 days’ written notice to the other party, with or without cause or reason of any kind. For the avoidance of doubt, upon termination of this License, your certification and any rights hereunder shall be immediately terminated. 3. Upon 30 days’ written notice and in lieu of automatic termination of this License, Spartan may suspend this License where you have utilized Spartan’s marks, names, or logos in a manner not permitted under this License. If such suspension has occurred, you may have this License reinstated after ceasing such unauthorized use of Spartan’s marks, names, or logos and paying Spartan a penalty fee of $250 to Spartan so long as Spartan has not terminated your license during the suspension period. This License will automatically terminate upon the suspension period exceeding 3 months duration. This suspension option is in addition to any other remedy available to Spartan under this License or through a judicial process. 4. Upon termination of the License for any reason, You shall immediately discontinue, remove and delete all uses of the Licensed Marks with any and all goods and services of any kind or nature and in all formats and mediums. 2.1 Assignment. This License may not be assigned, transferred or sub-licensed by Participant under any circumstance. 2.2 Independent Contractor. You understand that you are an independent contractor, and that no agency, joint-venture, employee-employer, partnership, fiduciary or franchisee-franchisor relationship is intended or created by this License. 2.3 Governing Law, Forum and Remedies. The License shall be deemed and is made and entered into by the parties in Boston, Massachusetts. The License shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the Commonwealth of Massachusetts, USA, notwithstanding its conflict of law provisions. Any action or proceeding brought to enforce the terms of the License or to adjudicate any dispute arising out of the License shall be brought exclusively in a federal or state court having jurisdiction in or nearest to Boston, Massachusetts, USA. The parties will not raise in connection therewith, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, or the like in any action, suit or proceeding to enforce the terms of the License or to adjudicate any dispute arising out of the License. You understand that any breach of the License and/or any use of the Licensed Marks that exceeds to scope of the License, may, in addition to being a breach of contract, constitute trademark infringement, copyright infringement, false advertising, deceptive trade practices, and unfair competition, among other violations. If Spartan institutes an action at law or in equity against Participant to secure or protect Spartan’s rights under or to enforce the terms of this License, in addition to any judgment entered in its favor, Spartan shall be entitled to recover from Participant reasonable attorneys’ fees together with court costs and expenses of enforcement. You acknowledge and agree that any breach of your obligations under the License will result in irreparable harm to Spartan, the extent of which would be difficult to ascertain and for which Spartan cannot reasonably or adequately be compensated in damages. Accordingly, You agree that, in addition to any other remedies to which Spartan may be entitled, in the event of a breach by You, Spartan will be entitled to seek injunctive and/or equitable relief to prevent a breach, further breach or threatened breach of any and all provisions herein and to secure enforcement thereof, in addition to any other relief or award to which Spartan may be entitled. 2.4 Severability. If any of the provisions of this License shall be deemed by a court of competent jurisdiction invalid or unenforceable in any respect, then, to the fullest extent permitted by applicable law, all other provisions herein shall remain in full force and effect. CLICK I AGREE TO ACCEPT THE TERMS AND CONDITIONS STATED IN THE LICENSE ABOVE