WE ARE DELIGHTED YOU HAVE CHOSEN TO JOIN OUR TMB TRAINER COMMUNITY

You are one step closer to reaching a global audience of 3.5 million people, amplifying your business and building your own community.

To begin your journey, we need you to review and agree to our TMB Trainer Branding Agreement. It may appear heavy legal reading but it ensures you as a trainer and us as the brand have the correct partnership in place from day one.

TOUGH MUDDER BOOTCAMP TRAINER BRANDING AGREEMENT

UPON SUCCESSFUL COMPLETION OF THE "TMB TRAINER PROGRAM" AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT YOU ARE GRANTED THE NON-EXCLUSIVE, NON-TRANSFERABLE RIGHT TO REFER TO YOURSELF AS A "TOUGH MUDDER BOOTCAMP TRAINER" FOR THE PURPOSE OF PROVIDING PERSONAL FITNESS TRAINING SERVICES. THIS AGREEMENT MAY BE TERMINATED BY EITHER PARTY UPON THIRTY (30) DAYS NOTICE, OR IMMEDIATELY BY US UNDER THE TERMS OUTLINED HEREIN. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY PRIOR TO INDICATING YOUR ACCEPTANCE BY CLICKING BELOW.

TERMS AND CONDITIONS

  1. Use of TMBC Trainer/Certified Marks. If, and conditioned upon your receipt of written confirmation from us (as defined below) that, you successfully completed and passed the "TMB Trainer Program", then during the Term of, and subject to the terms and conditions of this Trainer Branding Agreement (this "Agreement"), Tough Mudder Bootcamp Operations, a North Carolina limited liability company having its address at 2820 Selwyn Avenue, Suite 692, Charlotte NC 28209 USA ("TMBC", "we" or "us"), hereby grants to you, an individual who has registered with us and has provided an address to us ("you"), a license to identify yourself as a "TOUGH MUDDER BOOTCAMP TRAINER" and/or as "TOUGH MUDDER BOOTCAMP CERTIFIED") and/or a logo for "TMB Certified" (collectively, the "Marks", and each a "Mark"), and to use the Marks in connection with providing personal training services to other individuals within those geographic territories locations and designated by us (the "Permitted Uses"). Any rights granted to you to use the Marks are non-exclusive, revocable by us and limited to the terms of this Agreement. You and other individuals granted the right to use the Marks are sometimes referenced herein as "Trainers". This Agreement is not in effect until the successful completion of the "TMB Trainer Program", and if you do not successfully complete and pass the "TMB Trainer Program" within six (6) months of enrolling into such program, this Agreement shall be null and void.
  2. Additional Benefits. From time to time, we may grant additional benefits to you as a Trainer. These benefits may (but not necessarily) include (i) identification of your status as a Trainer on our website or on one of our affiliate’s website, (ii) discounts on branded apparel or products and (iii) discounts or special rates for Tough Mudder events in your geographic area. You acknowledge that any such additional benefit afforded to you or other Trainers may be suspended or discontinued at any time for any reason or no reason. Further, you acknowledge that you have no right to additional benefits as a result of other Trainers having access to such benefits.
  3. Limitations. The rights granted to you under this Agreement are solely for you, individually, and you are not allowed to transfer, assign or delegate any rights you have been granted under the terms of this Agreement or otherwise by us. You are not allowed to (i) use any of the Marks as part of any corporate or legal business name (except for use as a fictitious name filing), (ii) use any of the Marks with any prefix, suffix, or other modifying words, terms, designs, or symbols (unless authorized by us in advance in writing), (iii) market or provide services using the stand-alone names "Tough Mudder Bootcamp" or "Tough Mudder" or (iv) use the Marks for any purposes other than the Permitted Purposes. You shall no longer be entitled to use the Marks for any purpose at the expiration or termination of the Term.
  4. Monthly Fee. For each calendar month (including any partial month) during the Term commencing on the Fee Commencement Date (hereinafter defined), you will be required to pay to us a fee (the "Monthly Fee") equal to our standard Monthly Fee charged to Tough Mudder Bootcamp Trainers in your country. The "Fee Commencement Date" shall be the ninetieth (90th) day following receipt of the successful completion of the "TMB Trainer Program". The Monthly Fee shall be due and payable monthly on each such day corresponding to the Fee Commencement Date. You acknowledge that this Monthly Fee may be changed in our discretion; provided, however, we will not increase the Monthly Fee charged to you without providing to you at least sixty (60) days notice via the email address we have on file for you or such other notification methods as permitted under this Agreement. At any time after such fee increase is communicated, you will be able to exercise your right to terminate this Agreement by providing thirty (30) days notice as more particularly set forth below. You will be required to pay the Monthly Fee for any partial calendar month included in the Term. In the event you fail to pay any Monthly Fee within five (5) days of the date such Monthly Fee is due in accordance with our policies, your rights to use the Marks shall be terminated without further action of TMBC.
  5. Training and Manuals. You agree and acknowledge that prior to using the Marks, you will have reviewed all required guidelines and manuals provided to you by TMBC, and you will have attended any mandated training. You will also follow all such guidelines and manuals during the Term. Your failure to complete required training or following the policies and guidelines provided to you by us can result in cancellation of this Agreement by us.
  6. Marks.
    1. Ownership. You acknowledge that you have no ownership in the Marks, and that your rights to use the Marks are limited to the terms and conditions set forth in this Agreement, and you will not use the Marks other than consistent with the terms and conditions of this Agreement. Any goodwill related to the Marks, whether created prior to or after the date of this Agreement, and whether created by you, us or any other person, shall be the exclusive property of TMBC. Any derivative works created by you using the Marks shall be our property, and if requested by us, you will execute additional agreements, instruments or certificates to convey title to the same. You agree that you will not, at any time, contest or assist any other person to contest (i) the validity of TMBC’s or our affiliates’ ownership of or rights to the Marks or any other intellectual property owned by us or our affiliates, or (ii) our right to grant rights and licenses relating to the Marks or other intellectual property owned by us or our affiliates. You may not apply for any copyright or trademark involving or making use of one or more of the Marks or any other intellectual property similar thereto (including the name "Tough Mudder" or "Tough Mudder Bootcamp"). You agree to cause to appear on all materials used in promotions or otherwise appropriate copyright and/or trademark notices as we may designate from time to time.
    2. Additional Terms of Use. You may only use the Marks in forms approved by us and in compliance with any branding standards or other restrictions that we may employ. You may not create, display, promote, advertise, distribute or use, directly or indirectly, any derivative, modification or confusingly similar version of any Mark (or any other trademark owned by TMBC or any affiliate of TMBC), in whole or in part. You may not grant any person the right to use any of the Marks, including any personal trainers, fitness personnel, or coaches working with or under your direction, without our prior written approval. You shall immediately cease use of any Marks upon written notice from us or our agent.
  7. Operating as a Tough Mudder Bootcamp Trainer. In the event that you decide to provide personal training services using the Marks, at all times you are providing such services, you shall:
    1. Obtain and maintain such comprehensive general liability, professional liability or any other insurance that we may require of our Trainers as a condition to remaining qualified as a Trainer with such quality of insurers that we required. All such insurance policies must name TMBC as an additional insured, and at our request, you must furnish us with copies of a certificate of insurance or other evidence showing proof of your compliance with this requirement;
    2. Be responsible for all costs, expenses and liabilities associated with your business activities; and
    3. Obtain signed written assumption of risk waivers from all customers prior to the provision of personal training or other services.
  8. Term.
    1. Initial Term and Renewals. The term of this Agreement (the "Term") shall commence on the date that you indicate your agreement to the terms of this Agreement by clicking below and shall continue thereafter on a monthly basis until terminated as provided in this Agreement. In the event requested by TMBC, you will sign our then-current Trainer Branding Agreement required by to be signed by Trainers which will be effective on the first date of the next calendar month following the date requested by TMBC; provided, however, you will be required to pay the Monthly Fees immediately following the execution of the then-current Trainer Branding Agreement (i.e. the Fee Commencement Date will be the first day of the Term of the new Trainer Branding Agreement).
    2. Termination By TMBC. We may terminate this Agreement at any time following one of these events:
      1. You fail to maintain the required insurance;
      2. You fail to pay any Monthly Fee when due;
      3. You engage in any conduct or activity which, in our opinion, adversely affects (or could adversely affect) the reputation of TMBC, any affiliate of TMBC, the Marks or the "Tough Mudder Bootcamp" or "Tough Mudder" brands;
      4. You fail to comply with any applicable law, rule or regulation; or
      5. You fail to comply with the terms of this Agreement or any other guidelines, policies, rules or regulations established by us and generally applicable to Trainers.
    3. Termination By Either Party. This Agreement may be terminated by either you or us, for any reason or no reason, upon 30 days written notice to the other party.
    4. Survival. Upon the expiration or termination of the Term for any reason, Sections 3, 6, 8, 9, 10, 11, 13 and 14 of this Agreement shall survive and remain in effect.
  9. Your Obligations Upon Termination or Renewal. Upon termination or expiration of this Agreement, you shall (i) immediately cease all further use of the Marks, (iii) terminate corporate or fictitious name filings containing the Marks (or similar names or designations) within fifteen (15) calendar days of termination or expiration, (iii) pay us all remaining amounts due under this Agreement, and (iv) promptly transfer to us (or our designee) any internet website URL that contains the Marks or similar designations. Upon the expiration or termination of the Term, you will lose any additional benefits afforded to our Trainers, including use or placement on any website, social media or other media of TMBC or our affiliates.
  10. Relationship of the Parties. This Agreement does not create a fiduciary relationship between you and us. You are not an agent, employee, contractor, partner, joint venture, or franchisee of TMBC or any of our affiliates, and you shall not represent yourself as such. You are not authorized to act for or on behalf of TMBC or any of our affiliates. Neither TMBC nor any of our affiliates have any obligations with respect to your business operations as a Tough Mudder Bootcamp Trainer or otherwise, including (but not limited to) any taxes of any sort. We make no express or implied agreements, representations, warranties or guarantees in connection with your operation of your business activities, your use of the Marks, or otherwise.
  11. Indemnification. You agree to indemnify, defend, and hold harmless TMBC and our affiliates, as well as our and their respective owners, directors, managers, members, partners, licensees, officers, employees, agents, successors, and assignees (the "Indemnified Parties") from and against, and to reimburse any one or more of the Indemnified Parties for, all claims, actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs and expenses whatsoever, including attorneys’ fees, imposed upon, asserted against or incurred by any of the Indemnified Parties directly or indirectly arising out of or relating to (a) the operation of the your business activities, (b) your violation of applicable laws, (c) the performance of your obligations under this Agreement, (d) your breach of this Agreement, (e) your misrepresentations made in connection with entering into or performing this Agreement, or (f) your negligent or reckless acts. Each Indemnified Party may, in its discretion and at your expense, control the defense of any claim against it (including choosing and retaining its own counsel), agree to settlements of claims against it, and take any other remedial, corrective, or other actions in response to such claims. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination. An Indemnified Party need not seek recovery from any insurer or other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that you may recover from you under this paragraph. Notwithstanding the foregoing, to the extent any element of a third party claim against you relates to or involves any of the Marks, we or our designee(s) shall have the right to control the defense of all aspects of such claim.
  12. Assignment. We may assign this Agreement and any other agreement to a third party without restriction who purchases or acquires our rights (e.g. via license) in and with respect to the Marks. We also have the right to delegate the performance of any portion or all of our obligations under this Agreement to third-party designees. The rights and duties created by this Agreement are personal to you, and as a result, you may not assign or transfer this Agreement or any rights hereunder without our prior written approval, which consent may be withheld in our sole discretion for any reason or no reason whatsoever. Your obligations under this Agreement may not be delegated. Any transfer or assignment without our approval is a breach of this Agreement and has no effect.
  13. Enforcement.
    1. Governing Law and Jurisdiction. This Agreement and all claims arising from our relationship or the Marks shall be governed by and construed in accordance with the laws of the State of North Carolina and the United States of America, without regard to its conflict of laws rules.
    2. Consent to Jurisdiction. You agree that all actions arising under this Agreement or otherwise as a result of the relationship between the parties may be instituted in the federal courts of the United States of America or the courts of the State of North Carolina, in each case located in Mecklenburg County, North Carolina, and you irrevocably submit to the jurisdiction of any court located in Mecklenburg County, North Carolina and waive any objection you might have to either the jurisdiction of or venue in that court in the event we commence action in such jurisdiction.
    3. Relief. Nothing in this Agreement bars our right to obtain specific performance of the provisions of this Agreement and injunctive relief against any threated or actual conduct that will injure or harm us or the Marks, under customary equity rules, including applicable rules for obtaining restraining orders and temporary or preliminary injunctions. You agree that we may seek such relief from any court of competent jurisdiction (inclusive of the courts authorized in Section 13.2 above) in addition to such other relief as may be available to us at law or in equity. You further agree that we will not be required to post a bond to obtain injunctive relief and that your only remedy if an injunction is entered against you will be the dissolution of that injunction, if warranted, upon due hearing, and you hereby expressly waives any claim for damages caused by such injunction.
  14. Miscellaneous.
    1. Notices. Any notice required under this Agreement may be delivered in writing (i) to you at your email address or physical address on file with our records or (ii) to us via email at contact@tmbtrainer.com. Either party my update the notice address to the other in writing. Notices will be deemed delivered: (a) at the time delivered by hand; (b) at the time delivered via computer transmission; or (c) one (1) business day (if delivered in the same country) or three (3) business days (if delivered internationally) after being placed in the hands of a nationally recognized commercial courier service for next business day delivery.
    2. Waiver. We will not be deemed to have waived any obligation, or to have agreed to any modification of this Agreement, unless we have done so in a writing signed by the person giving the waiver or agreeing to the modification.
    3. Confidentiality. We possess (and may continue to develop and acquire) and may from time to time disclose to you certain information, some of which constitutes trade secrets under applicable law that has substantial value to us where we would be impaired if such information would be disclosed to a third party (collectively, "Confidential Information"). All Confidential Information furnished to you by us or on our behalf, whether orally or by means of written material (1) shall be deemed proprietary, (2) shall be held in strict confidence, (3) shall not be copied, disclosed or revealed to or shared with any other person except to those who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than your obligations hereunder, and (4) shall not be used in connection with any other business or capacity. You agree to protect the Confidential Information from unauthorized use, access or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature and with no less than reasonable care.
    4. Non-Disparagement. You agree not to disparage or otherwise speak or write negatively, directly or indirectly, of the Marks, TMBC, Tough Mudder or any of our or Tough Mudder’s affiliates, or any of our or our affiliates’ directors, officers, employees, or representatives.
    5. Severability. All provisions of this Agreement are severable, and this Agreement will be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions will be enforced to the extent valid and enforceable. We will substitute a valid and enforceable provision for any specification, standard, operating procedure, rule or other obligation which is determined to be invalid or unenforceable and is not waived by the party against whom enforcement is sought.
    6. Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter herein, and it supersedes all prior agreements and negotiations the parties have related to the subject matter of this Agreement.

PLEASE INDICATE YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT BY SIGNING VIA ENTERING YOUR NAME, EMAIL, AND CLICK "I AGREE".