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