1.1 Ownership. Trainer acknowledges that Licensor is the exclusive owner of all right, title and interest in and to the Intellectual Property. Except for the rights granted pursuant to the terms and conditions of this Agreement, Trainer has no right, title or interest in the Intellectual Property, whether during the term of the License under this Agreement or anytime after it terminates.
1.2 Certification. In order to obtain the official certification, Trainer must complete all assessment procedures as laid out by the Licensor in the online training portal. Trainer must be certified in order to teach students using the System.
1.3 Acknowledgment Regarding Use. Trainer acknowledges and agrees with Licensor that under no circumstances will Trainer use the Intellectual Property except in accordance with this Agreement and in the normal course of providing the Services.
1.4 Quality Standards. Trainer shall conform to such standards as Licensor may from time to time prescribe for using the Intellectual Property to sell, market and perform the Services. Trainer expects to up hold Quality Standards during the term of this agreement.
1.5 Prohibitions. Trainer shall not:
1.5.1 use the Trademark or any fictitious name, in any way, which may prejudice the distinctiveness or validity of the Trademark or any fictitious name itself or the reputation or the goodwill of Licensor;
1.5.2 use any other trademarks or trade names in relation to the Services so resembling the Trademark as to be likely to cause confusion or deception; or
1.5.3 modify, alter, supplement or make any derivative works (“Improvements”) based on the Intellectual Property or the Program for use in performing the Services. Whether Trainer suggests to Licensor that it desires to make any Improvements or makes them without Licensor’s written approval, such Improvements become the property of Licensor and part of the Intellectual Property.
1.6 Respect of the System instructions. Trainer will follow strictly every instruction given in the use of the System and by the fitness training program.
1.7 Insurance and Certifications. Trainer must maintain liability coverage according to the national obligations. Licensor shall have the right at any time to require delivery of evidence of such insurance or a certificate of insurance .
1.8 Other obligations. The Trainer shall:
1.8.1 Keep the products related to the Licence in perfect state of cleanliness.
1.8.2 Ensure that the Licensed Products and Services are safe for the use for which they were intended;
1.8.3 Obtain at its own expense all licences, permits and consents necessary for the provision of the Licensed Products and services;
1.8.4 Perform its obligations in connection with the provision of the Licensed Products with all due skill, care and diligence including good industry practice;
1.8.5 Only make use of the Intellectual Property for the purposes authorised in this agreement; and
1.8.6 Comply with all regulations and practices in force or use in the Territory to safeguard the Licensor's rights in the Intellectual Property;
1.9 The Trainer acknowledges and agrees that the exercise of the licence granted to the Trainer under this agreement is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Trainer understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance.
1.10 Provision of the System. Licensor shall provide Trainer all materials and knowledge required to develop the license granted in this agreement.
1.11 Ongoing Support. Licensor shall provide reasonable sales and technical training, and support to Trainer, with the frequency and content of the training to be determined by Licensor’s reasonable judgment of Trainer’s needs.
1.12 Indemnification. Trainer shall defend, indemnify and hold harmless Licensor, its officers, directors, employees, agents, successors and assigns from any “Losses” resulting from any third party claim, complaint, suit, proceeding or cause of action against Licensor.
1.13 Participation in Defence. If a third party claim, complaint, suit, proceeding or cause of action is made against Licensor which is subject to the Indemnification described above, even though Trainer must defend the matter, Licensor is entitled to participate in the defence and, if it so chooses, to assume the defence thereof with counsel selected by Licensor, provided that fees for such counsel are reasonable. Licensor shall reasonably cooperate with Trainer at Trainer’s expense in connection with the defence of any such claim, whether actively participating in the defence or not participating.
1.14 No Admission. In no event will Trainer admit any liability with respect to, or settle, compromise, or discharge, such third party claim as it relates to the Intellectual Property or any liability to Licensor, without Licensor’s prior written consent, which shall not be unreasonably withheld.
1.15 Nondisclosure Obligation. Trainer shall maintain all of the Intellectual Property including the Confidential Information of Licensor in strict confidence and secrecy and shall not use, disclose, publish or otherwise make available to any third party any such information except as allowed under this Agreement or with the written approval of Licensor. Trainer may provide the program material to each of its students. The terms and conditions of this Agreement are themselves deemed to be Confidential Information. The obligation to maintain confidentiality is perpetual and shall survive the termination of this Agreement.
1.16 Equitable Remedy. Trainer acknowledges and agrees that due to the unique nature of the Licensor’s Intellectual Property including the Confidential Information, there is not an adequate remedy at law for any breach of Trainer’s obligations hereunder, that any such breach may allow Trainer or third parties to unfairly use such information resulting in irreparable harm to Licensor, and therefore, that upon any such breach or any threat thereof, Licensor shall be entitled to appropriate equitable relief (such as an injunction) to whatever remedies Licensor might otherwise have at law.
1.17 No Assignment. This Agreement is personal to Trainer, which may not without the written consent of Licensor, assign or transfer any of its rights or obligations hereunder, or sub-contract or otherwise delegate any of its obligations hereunder.
1.18 Governing Law: Jurisdiction. This Agreement shall be governed by the laws of Spain. Any disputes arising under or related to this agreement shall be submitted exclusively to the courts of Alicante (Spain), and both parties agree to submit to the exclusive jurisdiction of such courts.
1.19 The parties irrevocably agree that the courts of Spain shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.
1.20 Legal Fees and Costs. If any party to this Agreement shall bring any action (which shall include arbitration, if provided for in this Agreement) for any relief against any other party, declaratory or otherwise, arising out of this Agreement, the losing party shall pay to the prevailing party all costs plus a reasonable sum for attorney fees incurred in bringing such action and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment.
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