BREAKLETICS LICENSE AGREEMENT FOR TRAINERS
The Breakletics GmbH has developed a new fitness concept with the name Breakletics. It offers trainer courses and teaches the course participants the elements of Breakletics. After the successful completion of the course the participants get a certificate providing proof of extensive knowledge about Breakletics. Then the participants, subject to their personal training standard, are authorized to give Breakletics classes.
§ 1 Granting of the license
(1) LICENSOR is owner of the trademarks:
EU word mark 15338304 "BREAKLETICS",
IR word mark 1 329 493 "BREAKLETICS"
(2) LICENSOR grants TRAINER the non-exclusive and non-transferable right to use the trademark „BREAKLETICS“ in accordance of the conditions of this agreement to offer and give classes for a period of 1 year after receiving the certificate and to advertise for them using the trademark “BREAKLETICS”.
(3) Place of jurisdiction is the federal republic of Germany. The right of TRAINER to use the trademark “BREAKLETICS” is restricted to country the attended trainer course was given and the person concerned (TRAINER). For the usage of the trademark “BREAKLETICS” in other states an explicit approval is required. TRAINER is only allowed to use the trademark for the purpose of giving classes in his capacity as an instructor. It is especially prohibited that other instructors, who are not trained under the conditions of this agreement, give BREAKLETICS classes on behalf of TRAINER.
(4) TRAINER is not authorized to use the trademark “BREAKLETICS” in any way which is not explicitly allowed through this agreement. TRAINER is not allowed to give sublicenses. TRAINER is not allowed to use similar trademarks or make-ups for other fitness products and/or fitness services. Furthermore TRAINER will not include the trademark “BREAKLETICS” in identical or similar form in his company name or use it in any other form as trade designation in reference to his business.
Also TRAINER is not allowed to offer classes, parts of classes or individual exercises in digital form (for example online workouts) without the written consent of LICENSOR. It makes no difference whether the offer is priced or free-of-charge.
TRAINER has to get the written consent of LICENSOR, if he wants to teach Breakletics or elements of Breakletics in any other form than a regular class. This includes but is not limited to workshops, specials, shows, demo classes and the like.
(5) For the length of the contract TRAINER gets access to teaching material, music, video tutorials and www.trainer.breakletics.com. All material is copyrighted. Distribution, unauthorized use without the consent of LISENSOR is prohibited. Also the use after this contract has expired is prohibited.
§ 2 Quality standards and quality control
(1) The last step of the education of TRAINER will be to send a video of him/her teaching a class of BREAKLETICS with at least two participants. LICENSOR will examine the video and only if it aligns with the quality standards taught at the trainer course, TRAINER will receive a certificate which authorizes TRAINER to offer and give classes for a period of 1 year and to advertise for them using the trademark “BREAKLETICS”.
(2) TRAINER undertakes to only use the trademark “BREAKLETICS” for such classes, which quality wise are in accordance with the education course, which underlies this agreement, and the values and exercises taught in the education course.
(3) For the purpose of quality control TRAINER will allow an auditor to attend the class free of charge upon request of LICENSOR.
§ 3 License notice
(1) For every use of the trademark “BREAKETICS”, TRAINER undertakes to indicate that the trademark is registered by the BREAKLETICS GmbH.
(2) TRAINER undertakes not to use the trademark “BREAKLETICS” as part of his company or to use it in any other form as trade designation in reference to his business.
(3) TRAINER releases LICENSOR from possible claims of third parties.
§ 4 Exclusion of guarantee
LICENSOR does not assume responsibility, when the usage of the trademark “BREAKLETICS” infringes the rights of third parties.
§ 5 License fee and license period
(1) TRAINER pays a fee to attend the course mentioned in the preamble. This fee contains a1 year usage of the trademark, which is regulated in this agreement.
(2) The license agreement can be extended. The necessary steps and possible fees can be requested from LICENSOR under the term “extension of license”. If the agreement does not get extended, it will end after 1 year according to (1). A refund of the fee is excluded.
(3) Both parties are entitled to terminate the agreement without notice for an important reason only. An important reason shall particularly exist if one party culpably violates a significant obligation of this agreement and the party did not bring the infringement to an end after a warning with reasonable deadline.
(4) Should LICENSOR receive knowledge about TRAINER using the trademark in an unfair and/or dishonest manner or in any way which does not align with the rules of this agreement and/or the principles and quality standards of Breakletics, LICENSOR has the right to terminate the agreement with a notice of 7 days. The termination requires the written form. TRAINER has to stop using the trademark immediately after receiving the termination.
(1) TRAINER is not allowed to bring charges because of trademark infringement. His right to join the infringement proceedings of the owner of the trademark, to recover his damages, remains unaffected.
(2) Should TRAINER receive knowledge about a third party using and/or registering a label as a trademark, which may be confused with the trademark “BREAKLETICS”, TRAINER has to immediately inform LICENSOR.
(3) LICENSOR is not allowed to attack the trademark „BREAKLETICS“ and/or support third parties to attack the trademark.
(1) Should TRAINER be subjected to claims of forbearance and damages by a third party TRAINER is obligated to immediately inform LICENSOR about this. LICENSOR is obligated to support TRAINER to the best of his abilities defending himself against the claims.
(2) In the case of a third party’s attack against the usage of the trademark “BREAKLETICS” TRAINER still is obligated to pay the agreed license fee. TRAINER is not entitled to any refunds also when he is ordered by court to pay damages due to the usage of the trademark.
TRAINER is shall immediately discontinue the use of the trademark “BREAKLETICS”. For promotional activities and online use there is a grace period of 14 days after the termination of the agreement.
The contract is subject to the legislation of the Federal Republic of Germany. Place of Jurisdiction for all disputes arising indirectly or directly from the contract shall be referred to and finally resolved by the Regional Court Berlin. However, each of the Parties is entitled to take out proceedings against the other party at his general place of jurisdiction.
(1) All modifications and amendments to this agreement have to be in written form.
(2) Should any of the provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties are obliged to replace the invalid provisions by legal ones that most closely preserve the business and legal sense and purpose of the invalid provision.