R.I.P.P.E.D. and Rumble Huddle Terms and Conditions Agreement
This membership and license agreement (“Agreement”) is made and entered into between B3 FIT, Inc., and you (“Instructor”), and shall be deemed effective as of Instructor’s enrollment date (the “Effective Date”). Whereas, B3 FIT, Inc is the owner of the following trademarks (“The R.I.P.P.E.D.- The One Stop Body ShockR &/or RUMBLE marks”) including HUDDLE™, the HUDDLE logo and variations of the following logos:
In addition B3 FIT, Inc. is the owner of the following specialty trademarks (“Specialty Marks”) including, B3 FIT, Inc. uses the R.I.P.P.E.D.- The One Stop Body ShockR &/or RUMBLE Marks and Specialty Marks (the R.I.P.P.E.D.- The One Stop Body ShockR &/or RUMBLE Marks and Specialty Marks are collectively the “Marks” herein) on or in connection with educational services, specifically, providing classes in the group exercise (the “Services”), and which membership marks (the “HUDDLE Marks”) are used to indicate membership in the R.I.P.P.E.D.- The One Stop Body ShockR &/or RUMBLE (“HUDDLE”); and Whereas, Instructor has completed an official R.I.P.P.E.D. Instructor Training Workshop (the “Training”) or a Specialty Training (R.I.P.P.E.D. RUMBLE H20, R.I.P.P.E.D. RCG, RAVE, IMPACT or R.I.P.P.E.D. for Kids) and desires to become a HUDDLE member and use the Marks and/or Specialty Marks to promote the Services.
Now therefore, in consideration of the foregoing premises and the mutual promises hereinafter set forth, the parties agree as follows:
- Grant of License.
1.1. R.I.P.P.E.D.- The One Stop Body ShockR &/or RUMBLE Marks.
B3 FIT, Inc hereby grants to Instructor a non-exclusive, nontransferable license (the “License”), without warranty, to use the R.I.P.P.E.D.- The One Stop Body ShockR & RUMBLE Marks to promote the Services to be offered by Instructor and to indicate that Instructor is a HUDDLE member, and Instructor accepts the License, during the Term hereof, all subject to the terms and conditions set forth herein. For purposes of this Agreement, the term R.I.P.P.E.D.- The One Stop Body ShockR Marks may also include such other trademarks of B3 FIT, Inc. that B3 FIT, Inc may designate from time to time.
1.2. Specialty Marks.
To the extent Instructor completes a Specialty Training (R.I.P.P.E.D. RUMBLE RCG, R.I.P.P.E.D. H2O, IMPACT, and/or R.I.P.P.E.D. for Kids) and remains a HUDDLE member in good standing, B3 FIT, Inc. grants Instructor the corresponding specialty mark license (“Specialty Mark License”) subject to the restrictions in Section 1.1 (For example, when Instructor completes the R.I.P.P.E.D. RCG training, he/she is granted the R.I.P.P.E.D. RCG license to teach R.I.P.P.E.D. RCG classes).
1.3. Territory. The License granted herein is not valid in China, Taiwan, Singapore, Malaysia, Hong Kong and any country pending registered trademark rights. For more information, please visit the Contact Us page.
- Membership/License Fees.
2.1. Membership Fee. Instructor shall pay B3 FIT, Inc. a membership fee (the “HUDDLE Membership Fee”) in the amount of US $29.99 per month, which shall be payable each and every month during the Term hereof, subject to the terms of subparagraph. Each Instructor will have 7 days to register on the Huddle platform for a promotional rate $19.99, then price will jump to the regular price of $29.99 per month. If Instructor is already a paying subscriber in good standing at the rate of $19.99 or $29.99 per month and successfully completes another specialty program (ie- RUMBLE, RCG, H20, etc.), Instructor will receive a $5 monthly discount on the 2nd specialty monthly charge.
2.2 B3 FIT, Inc. reserves the right to offer discounts or other promotions that may affect the HUDDLE Membership Fee. Additionally, the HUDDLE Membership Fee is subject to change at any time in sole and absolute discretion. B3 FIT, Inc reserves the right to establish, revise, modify or amend at any time its billing practices, methods and fees, including without limitation collection practices, payment practices, supplemental fees and separate fees for content or services provided on B3 FIT, Inc website(s). R.I.P.P.E.D.- The One Stop Body ShockR & RUMBLE shall not be required to provide specific notice, whether formal or informal, of such fee changes; however, B3 FIT, Inc agrees to post such changes on its website, and such changes shall be specifically incorporated herein and made a part hereof. In the event that Instructor objects to any fee changes, Instructor’s sole remedy and recourse is to voluntarily cancel his/her HUDDLE membership and terminate this Agreement.
2.3 Termination. Instructor’s failure to timely make any payments due hereunder shall be deemed a material breach of this Agreement, in which case B3 FIT, Inc may deny or cancel any or all of Instructor’s HUDDLE membership benefits and privileges and immediately terminate this Agreement.
2.4 Re-activation- Re-activation fee of $39.99. If unsubscribed for over 60 days then the $29.99 price will apply and no digital downloads will be accessible until after 60 days,
2.5 If Unsubscribed /cancelled from Huddle over 12 months must recertify at a live R.I..P.P.E.D. &/or RUMBLE Certification.
2.6 Digital Download Limitation- 3 digital downloads per item per season- no sharing, reproducing, copying, distributing, etc.
- Ownership of Marks. Instructor acknowledges that B3 FIT, Inc owns the Marks and Instructor agrees it will take no action inconsistent with such ownership and that all use of the Marks by Instructor shall inure to the benefit of and be on behalf of R.I.P.P.E.D. Instructor agrees that nothing in this License shall give Instructor any right, title or interest in the Marks other than the right to use the Marks in accordance with the License and Instructor agrees that Instructor shall not attack R.I.P.P.E.D.’s title to the Marks or attack the validity of this Agreement.
- Quality Standards. Instructor agrees that the nature and quality of all Services rendered by Instructor under the Marks shall conform to the standards set by B3 FIT, Inc as explained in the official R.I.P.P.E.D.- The One Stop Body ShockR&/or RUMBLE Instructor Training workshops, as set forth in the R.I.P.P.E.D.- The One Stop Body ShockR&/or RUMBLE Instructor Training Manual, and as otherwise dictated by B3 FIT, Inc from time to time.
- Quality Maintenance. Instructor agrees to cooperate with B3 FIT, Inc in facilitating B3 FIT, Inc.’s control over the nature and quality of the Services offered by Instructor under the Marks, to permit observation of Instructor’s classes, and to supply B3 FIT, Inc with evidence confirming compliance with this Agreement upon request. Instructor shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the provision of the Services and the advertising therefore.
- Permitted Use of Marks. Instructor agrees to use the Marks for which they have a license only in the form and manner as set forth in this Agreement, and as otherwise prescribed from time to time by B3 FIT, Inc., including in accordance with B3 FIT, Inc.’s Trademark Usage Guide: Without in any way limiting the generality of the foregoing restrictions, Instructor’s use of the Marks shall be limited as follows:
6.1. Printed Materials and E-Mail.
- Promotional Materials. Instructor may use the Marks on flyers, posters, electronic mail and printed promotional materials whose sole purpose is to promote Instructor’s R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE fitness classes, and on no other promotional materials. All use of the Marks on such materials must be in the formats set forth herein and shall include a registered trademark notice, where appropriate, and shall include a legend in the following form (which should reference all of the Marks being used (ie. R.I.P.P.E.D. RCG, R.I.P.P.E.D. for Kids, IMPACT, &/or RUMBLE etc.): R.I.P.P.E.D. and the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE Fitness logos are trademarks of B3 FIT, Inc. used under license. When using the Marks in electronic mail, Instructor shall adhere to all applicable laws governing e-mail advertising and marketing.
- Describing Your R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE Class. Instructor shall not use the Marks in combination with any other trademarks, service marks or other terms unless expressly approved in writing by B3 FIT, Inc. For example, Instructor shall not refer to a class using the expression R.I.P.P.E.D.-Abs or Beginner R.I.P.P.E.D. However, Instructor may use the Marks followed by descriptive words – for example – R.I.P.P.E.D. (followed by 20 minutes of ab-crunching!) or R.I.P.P.E.D. (for beginners!). Note that following words must be descriptive and not identify another brand, for example, R.I.P.P.E.D. Spinning or R.I.P.P.E.D.- The One Stop Body Shock™ Tae Bo is not permitted.
If B3 FIT, Inc offers an appropriate Mark for the format of class being taught, such Mark must not be altered or substituted. For example, if you are not licensed in R.I.P.P.E.D. H2O you may not teach R.I.P.P.E.D. (in the water), and if you are not licensed in R.I.P.P.E.D. for Kids, you may not call your class R.I.P.P.E.D. Junior, and if you are not trained in R.I.P.P.E.D. RCG, you may not teach R.I.P.P.E.D. Jump Rope Workout
- No Newsletters or Publications. Instructor may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.
6.2. Domain Name. Subject to B3 FIT, Inc.’s need or desire to use a domain name, Instructor may use “R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE” as part of Instructor’s domain name address for a website that promotes Instructor’s R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes under these guidelines and those in Section 6.3 below:
- Competing Products. Instructor shall not sell, offer for sale, advertise or promote any goods or services on such website that compete with R.I.P.P.E.D., or which R.I.P.P.E.D. otherwise determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE brands.
- Transfer to B3 FIT, Inc. In the event B3 FIT, Inc determines, in its sole discretion, that it has a need or desire to use a particular domain name that Instructor has registered and which includes the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE marks, in whole or in part, then at B3 FIT, Inc.’s request, Instructor shall transfer such domain name to B3 FIT, in exchange for which B3 FIT, Inc shall reimburse Instructor for any reasonable out-of-pocket costs incurred in registering such domain name. B3 FIT, Inc shall not be required to reimburse Instructor for any costs incurred indesigning Instructor’s website.
- Identification of HUDDLE Member(s) Website. Instructor(s) shall clearly identify the owner of the domain name by including their name and link to their HUDDLE profile on rippedplanet.com. The link shall be incorporated on the home page and should state:
This website ___www.RIPPEDsandiego.com____is owned and operated by Jane Doe, a licensed member of the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE Instructor. Please visit my profile at:
6.3.Website. Instructor may use the Marks on a website (including social networking sites) which Instructor uses to promote Instructor’s R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes under the following guidelines:
- Trademark Notice. All use of the Marks on such website must be in the formats set forth herein and shall include a registered trademark notice, where appropriate, and each website page on which any of the Marks appear shall include a legend in the following form (which should reference all of the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE marks being used): R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE logos are trademarks of B3 FIT, Inc., used under license. If a Specialty Mark is being used on the website, Instructor is required to include the Specialty Mark in the notice. For example: R.I.P.P.E.D. RCG™, and the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE logos are trademarks of B3 FIT, Inc., used under license.
- Link to www.rippedplanet.com. The website shall include a prominent hyperlink on the home page to R.I.P.P.E.D.’s official website,
- Trademark Usage. Instructor shall not use the Marks in combination with any other trademarks, service marks or other terms unless approved in writing by B3 FIT, Inc.
- Music. Instructor may use R.I.P.P.E.D.’s original compositions (available on R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE Original Soundtracks, and such other original sound tracks that may be released in the future) as background music on a website that meets the requirements of this Agreement. Instructor shall not use any other music on such website unless it has obtained an appropriate license to do so. B3 FIT, Inc may request a copy of such license at any time.
- Disparagement. Instructor shall not include any unsavory content on its website or content that B3 FIT, Inc determines in its sole and absolute discretion dilutes, disparages, or is otherwise detrimental to the Marks or the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE brands. B3 FIT, Inc reserves the right to require that Instructor remove any such content from its website in B3 FIT, Inc.’s sole and absolute discretion.
- Ownership. Instructor shall clearly identify the owner of the website, or social networking site. (ie. it must be clear that the site is owned by Suzy Instructor, or Fitness Gym and not B3 FIT, Inc.)
6.4. Internet Videos. Instructor may create promotional Internet videos which feature Instructor demonstrating a R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE class or R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE exercise routines solely for the purpose of promoting Instructor’s R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes and under the following terms and conditions:
- Releases. Instructor shall not include any class participants in such video unless Instructor has obtained appropriate written releases from each such participant.
- Title. If Instructor uses a title for such video, then the title should be “RIPPED – The One Stop Body Shock™ &/or RUMBLE class with _____”. Instructor’s name must be included in the title.
- Music. Such video may only include R.I.P.P.E.D.’s original compositions (available on R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE Original Sound track and such other original sound tracks that R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE may release in the future). Instructor acknowledges that some of the musical compositions included with Instructor’s HUDDLE materials are NOT R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE original compositions and may not be used in any videos or for any purpose other than in connection with teaching actual R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes.
- Streaming. Internet videos created pursuant to this paragraph may be streamed only on Instructor’s own website that complies with the terms of this Agreement or through other recognized Internet video websites such as YouTube® or Facebook®. Instructor may not stream, publish or distribute any videos that feature a R.I.P.P.E.D. &/or RUMBLE fitness class or that otherwise mention R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE through any other medium.
- Disparagement. Instructor shall not include any content on Internet videos that dilutes, disparages, or is otherwise detrimental to the Marks or the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE brands. B3 FIT, Inc reserves the right to have removed or require that Instructor remove any such videos from the internet in B3 FIT, Inc.’s sole and absolute discretion.
- Special Permission. From time to time, B3 FIT, Inc may grant specific written permission to post Internet Videos using the Marks for promotional purposes.
6.5. Radio and Television. Instructor shall only be permitted to use the Marks in radio or television advertising with R.I.P.P.E.D.’s prior written consent, which consent may be withheld in B3 FIT, Inc.’s sole and absolute discretion.
6.6. Bona Fide News Coverage. Instructor may promote Instructor’s R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes through live news coverage or print news media, such as newspapers and magazines, by any mainstream news organization or print publisher; provided, however, that (i) Instructor shall inform such organization or publisher of B3 FIT, Inc.’s General Guidelines for Proper Trademark Usage, and (ii) with respect to live news coverage, such coverage shall not include more than ten (10) minutes of R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE routines without B3 FIT, Inc.’s prior expressed written consent. Instructor shall notify B3 FIT, Inc of any such promotion and, if possible, provide B3 FIT, Inc with a copy of the article or the footage for such news coverage, as appropriate.
6.7. Sales of Genuine B3 FIT, Inc Products. Instructors who purchase genuine B3 FIT, Inc products directly from B3 FIT, Inc or an authorized distributor for resale may use the Marks in accordance with this Agreement to identify and promote the retail sale of such products.
6.8. HUDDLE Marks. During the Term of this Agreement Instructor may use the HUDDLE Marks solely for the purpose of identifying Instructor as a HUDDLE member or HUDDLE instructor.
6.9. Charitable Fund Raising Services. Upon obtaining prior written permission from B3 FIT, Inc at least thirty (30) days in advance, Instructor may conduct R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes in connection with fund raising activities for charitable or other worthy causes under the name and mark which mark shall then be considered a Mark hereunder for such limited use. All such activities must be conducted in accordance with applicable law and Instructor shall be responsible for the handling and proper disbursement of all fundraising. B3 FIT, Inc reserves the right to prohibit Instructor from using R.I.P.P.E.D. – The One Stop Body Shock™ &/or RUMBLE or the Marks in connection with any fundraising activities that B3 FIT, Inc determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE brands or is inconsistent with B3 FIT, Inc.’s business objectives or interests. For permission to use the R.I.P.P.E.D. – The One Stop Body Shock™ &/or RUMBLE marks, please visit the Contact Us page.
6.10 Events & College Classes. Pursuant to specific terms and conditions and only upon obtaining prior written permission from B3 FIT, Inc at least thirty (30) days in advance, Instructor may conduct R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE community events (fairs, festivals, etc.) and/or offer R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes for college credit (ie. As a physical education class). For permission to use the Marks for events or classes please visit the Contact Us page.
- Restricted Use of Marks and other Prohibited Activities. Without limiting the restrictions that may otherwise apply to Instructor’s use of the Marks, Instructor shall not use the Marks or engage in any of the following activities:
7.1. Use of R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE Logos and Stylized Writing. Instructor shall not alter the former appearance of any of the R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE logos or stylized marks, regardless of where used, including, but not limited to, the proportion, color and font.
7.2. Merchandise. Instructor shall not manufacture, create or distribute any merchandise (including clothing) or other promotional items bearing any of the Marks or anything similar or related to the Marks.
7.3. HUDDLE Materials. Instructor shall not copy, duplicate, sell, distribute or otherwise disseminate any materials Instructor obtains by virtue of becoming a HUDDLE member, such as, but not limited to, the HUDDLE Member welcome kit, and its contents, R.I.P.P.E.D. – The One Stop Body Shock™ &/or RUMBLE training manuals, choreography videos and soundtracks.
For a HUDDLE member to receive a new Season release, their membership must be in good standing a minimum of 60 days prior to the release to the Season. Otherwise, they will qualify to receive the next Season release as part of the membership.
7.4. Use of Marks other than to Promote R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE classes. Instructor acknowledges that R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE may use (or license others to use) the Marks (and other trademarks) in connection with goods and services other than the Services. However, this Agreement does not grant to Instructor any right to use, and Instructor shall not use, any of the Marks for purposes of promoting any workshop, training, instruction, choreography session, or other activity (ie. Exhibition at convention or trade show) other than a R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE class, nor shall Instructor use any of the Marks to identify a gym, workout facility, or any other type of facility, programmer product, except as expressly authorized herein, without the express prior written consent of B3 FIT, Inc. The Marks may not be used to identify a business or company.
7.5. Videos/Recording. Except as expressly set forth above, Instructor may not film, record, create or stream any recordings including videos or DVD’s of RIPPED – The One Stop Body Shock™ &/or RUMBLE class, or which depict or otherwise imitate R.I.P.P.E.D. &/or RUMBLE choreography or music. R.I.P.P.E.D.- The One Stop Body Shock™ &/or RUMBLE videos and DVDs are fully protected under the laws of copyright, and any unauthorized duplication, exhibition, distribution or other use without the express prior written consent of B3 FIT, Inc. 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.
- Infringement Notification and Proceedings. Instructor agrees to promptly notify B3 FIT, Inc if Instructor becomes aware of any unauthorized use of the Mark by a third party. B3 FIT, Inc shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Mark and to retain the proceeds of any settlement or recovery in any such action. Instructor agrees to cooperate with B3 FIT, Inc in enforcing and protecting the Marks.
- Term. The initial term of this Agreement shall be for a period of six (6) months from the Effective Date (the “Initial Term”), and shall automatically renew for indefinite successive one-month periods unless or until Instructor breaches this Agreement or cancels his/her membership in accordance with this Agreement (the “Term”). Notwithstanding the foregoing, B3 FIT, Inc may cancel this Agreement and Instructor’s membership in HUDDLE at any time, with or without cause, by giving Instructor written notice of termination. Upon termination without cause, any HUDDLE Membership Fees paid but not used shall be returned to Instructor.
- Termination For Cause. B3 FIT, Inc shall have the right to immediately terminate this Agreement upon written notice to Instructor in the event of a breach of any of the provisions hereof by Instructor or upon taking any illegal action or other conduct deemed by B3 FIT, Inc to be detrimental to the RIPPED – The One Stop Body Shock™ &/or RUMBLE brand. B3 FIT, Inc may, in its sole and absolute discretion, provide Instructor with an opportunity to cure any breach of this Agreement prior to termination.
- Effect of Termination. Upon termination of this Agreement, Instructor shall immediately discontinue all use of the Marks (including as part of a domain name) as well as any and all confusingly similar names and marks. In the event Instructor created any unauthorized printed materials containing the R.I.P.P.E.D.- THE ONE STOP BODY SHOCK™ &/or RUMBLE mark, Instructor shall immediately destroy all such printed materials. In the event Instructor registered a domain name containing the R.I.P.P.E.D.- THE ONE STOP BODY SHOCK™ &/or RUMBLE mark, then upon B3 FIT, Inc.’s request, Instructor shall transfer such domain name to RIPPED – The One Stop Body Shock™ &/or RUMBLE. All rights in the Mark and the goodwill connected therewith shall remain the property of B3 FIT, Inc.
- Cancellation (“Quitting HUDDLE”). •Instructor may cancel this Agreement and its membership in HUDDLE at any time after the Initial Term. If Instructor cancels his/her HUDDLE membership prior to expiration of the Initial Term, Instructor shall pay a termination fee equal to US $10.00 for each month remaining in the initial term of six (6)months. For example, if the HUDDLE membership is cancelled after two (2) months, Instructor shall pay B3 FIT, Inc a termination fee equal to US $40.00. In addition to the monthly cancellation fee, the Instructor will still be subject to the cancellation fees set forth below:
- If Instructor cancels his/her HUDDLE membership, Instructor will be billed for the current month and the membership will remain active until the last day of the current month. Instructor’s membership and online account will be automatically terminated on the last day of the month.
- Cancellation immediately forfeits Instructor’s rights granted under this License Agreement, including use of the Marks (including Specialty Marks), copyrights, logos, domain names, and other R.I.P.P.E.D.- The One Stop Body Shock™ & RUMBLE marketing materials. If the Instructor is still within one-year of their R.I.P.P.E.D.- The One Stop Body Shock & RUMBLE Instructor Training, Instructor will still have a the basic limited R.I.P.P.E.D.- The One Stop Body Shock™ & RUMBLE Instructor agreement.
- From the date of HUDDLE membership cancellation, Instructor will have one-year to return to HUDDLE, within which time all Licenses (R.I.P.P.E.D.- The One Stop Body Shock™ Marks and Specialty Marks) will be automatically reactivated, without having to retake any the Instructor Training for the same.
- Interpretation of Agreement; Enforcement. This Agreement shall be construed in accordance with the laws of the United States of America and the State of California. The parties agree that any legal action arising from or relating to this Agreement may be brought in a court of competent jurisdiction in Orange County, California, and each party expressly waives any challenge to personal jurisdiction or venue. The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly waive the right to a trial by jury in any action relating to this agreement.
- Modifications to Terms and Conditions. Instructor acknowledges that the terms and conditions of this Agreement may be updated and modified from time to time at R.I.P.P.E.D.’s sole and absolute discretion. Such changes may be effected by R.I.P.P.E.D.’s posting of a change notice or a new agreement on its website. Such modified terms shall be deemed incorporated herein and made part hereof. B3 FIT, Inc shall make commercially reasonable efforts to notify Instructor of all such changes prior to implementation; provided, however that the enforceability of such changes shall not be deemed contingent upon actual notification. In the event Instructor does not agree to abide by the terms of the Agreement, as modified, Instructor’s sole remedy and recourse shall be to terminate this Agreement.
- Relationship of Parties. The legal relationship between B3 FIT, Inc and Instructor shall be that of licensor and licensee. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall B3 FIT, Inc be deemed to be acting in a fiduciary capacity with respect to Instructor. Instructor shall have no authority to make or accept any offers or representations on behalf B3 FIT, Inc or to otherwise bind B3 FIT, Inc in any manner. Instructor shall not make any statements or take an actions in any media whatsoever, including, without limitation, electronic media, print media, wireless media or the worldwide web, that reasonably may contradict the relationship set forth herein, that reasonably may confuse or mislead any person regarding the nature of the relationship between B3 FIT, Inc and Instructor.
- Limitation of Liability. Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall B3 FIT, Inc or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to Instructor or to an other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of B3 FIT, Inc has been advised of or should have known of the possibility of such damages. In no event shall B3 FIT, Inc be liable for any damages in excess of the fees paid by Instructor pursuant to this Agreement during the six-month period preceding the date on which a claim arises.
- Indemnification. Instructor shall indemnify, defend and hold harmless B3 FIT, Inc and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by instructor of any provision of this Agreement or from any other act of malfeasance or nonfeasance on the part of Instructor.
- Disclaimers. B3 FIT, Inc makes no representations or warranties, express or implied, to Instructor with respect to HUDDLE, the R.I.P.P.E.D.- The One Stop Body Shock™ & RUMBLE Services, or any products sold through HUDDLE (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, B3 FIT, Inc makes no representation that the operation of R.I.P.P.E.D.’s website will be uninterrupted or error-free. As such, B3 FIT, Inc shall not be liable for the consequences of any interruptions or errors, although B3 FIT, Inc agrees to make commercially reasonable efforts to correct errors or interruptions promptly.
- Nature of B3 FIT, Inc Services. Instructor acknowledges and agrees that as a result of the physical nature of R.I.P.P.E.D.- The One Stop Body Shock™ & RUMBLE classes, R.I.P.P.E.D.- The One Stop Body Shock™ & RUMBLE may not be safe or appropriate for everyone. Instructor further acknowledges and agrees that any information B3 FIT, Inc may provide to Instructor through a R.I.P.P.E.D.- The One Stop Body Shock & RUMBLE website or otherwise regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice. Instructor further acknowledges that Instructor has been encouraged to seek the advice of a physician or other qualified healthcare professional if Instructor has experienced any medical condition that may affect Instructor’s ability to provide the Services. B3 FIT, Inc and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or in action Instructor may take based on the information, services, or other material provided on a R.I.P.P.E.D. website. While B3 FIT, Inc will strive to provide complete, up-to-date and accurate information on its websites, B3 FIT, Inc and its affiliates and agents do not guarantee, and shall not be responsible for, any damage or loss related to the accuracy, completeness, or timeliness of such information.
- Notices. Any notice, request, demand or other communication required or permitted to be given here under may be given to any party at the addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this paragraph. Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, e-mail, or facsimile (confirmed by mail). Notices and requests shall be:
(i) in the case of those by hand delivery, deemed to have been given when delivered to the party to whom it is addressed, (ii) in the case of those by certified mail, deemed to have been given three (3) business days after the date when deposited in the mail, (iii) in the case of those by overnight mail, deemed to have been given one (1) business day after the date when deposited with the overnight mail carrier, and (iv) in the case of e-mail or a facsimile, when confirmed.