BOMBSHELL™ LICENSE AGREEMENT
This License Agreement (“Agreement”) is entered into between Bombshell Fitness, LLC (“Bombshell” and or “Bombshell Fitness”), and you (“Coach”), and is effective as of Coach’s date of enrollment in the Bombshell Certified VIP Coach Program (“BCVCP”) (“New Coach Effective Date”), or on 1/1/2022 if Coach was a Bombshell Fitness Member before that date. Bombshell and Coach are referred to singularly as a “Party” and collectively as the “Parties.”
Bombshell owns the Bombshell IP (as that term is defined below) and uses the Bombshell IP in connection with educational services in the field of fitness, exercise, sports training, fitness modeling, dietary and nutrition services, Competitive Bodybuilding, Competitive Bikini, Competitive Wellness, Competitive Figure, Competitive Physique, and Pageantry (“Services”). Coach has completed an official Bombshell Certified Coach training programs and desires to become a BCVCP member and make use of the Bombshell IP. BCVCP membership is open only to individuals; a business, organization, company, or other entity, including a gym, cannot be a BCVCP member.
In consideration of the foregoing, the mutual promises set forth below, and Coach’s subscription to the BCVCP program, the Parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
1.1. Initial Term & Term. The initial term is for a period to be set by Bombshell and shall begin from the New Coach Effective Date through one year of service. The Initial Term can be found on Bombshellcoaches.com. Following the Initial Term, the Coach shall be required to take and pass an annual re-certification test, the results of which shall determine if the Agreement renews for an additional one-year period from the New Coach Renewal Effective Date unless Bombshell terminates the Agreement or Coach cancels his/her membership pursuant to Bombshell’s cancellation policy (“Term”).
1.2. Bombshell Marks. Means certain word trademarks and/or service marks owned by Bombshell, including Bombshell®, Bombshell Fitness®, B-Transformed, B-Competitive, Bombshell Bootcamps , B-Crowned, B-Physique, Baby-Fit, Fit-Together, Bombshell VIP Live, Bombshell Beats, Bombshell Beatz, and Bombshell Ultimate Competitor Weekend, as well as certain trademarked and pending trademarked logos, such logos being attached as Exhibit A.
1.3. Bombshell Specialty Marks. Means certain specialty word trademarks and/or service marks owned by Bombshell, including Bombshell Certified VIP Coaches.
1.4. Marks. Means the Bombshell Marks and Bombshell Specialty Marks.
1.5. Bombshell Copyrights. Means certain original literary, dramatic, musical, artistic, and other works within the meaning of the U.S. Copyright Act and the Berne Convention used in association with the Marks. The Bombshell Copyrights are valid, subsisting and in full force and effect.
1.6. Bombshell IP. Means the Marks and Bombshell Copyrights.
1.7. BCVCP Marks. Means certain word and logo trademarks and/or service marks, including BCVCP™ and/or incorporating BCVCP™ or the “Bombshell Certified VIP Coach Program”.
1.8. Bombshell Related Parties. Means Bombshell’s affiliates, subsidiaries, related companies, employees, directors, officers, agents, vendors, and suppliers.
2. Grant of License. Subject to the terms hereof, Bombshell grants Coach a limited, nonexclusive, nontransferable, revocable license, without warranty, (i) to use the Bombshell Marks to promote and utilize the proprietary Bombshell Online Coach’s System, and to use the BCVCP Marks solely to identify Coach as a BCVCP member (“License”); and (ii) following completion of a specialty training, to use the Bombshell Specialty Marks associated with that specialty (“Specialty Mark License”) (e.g., following a Bombshell Certified VIP Coach’s Training, Coach may use the Bombshell Fitness marks to promote and teach Bombshell proprietary programs.
2.1. Territory. The License and Specialty Mark License are not valid in any country to which the U.S. restricts trade or where exercising rights hereunder would violate any law, regulation, or ordinance.
2.2. Affiliation. All uses of the Bombshell IP must be made in accordance with this Agreement and cannot imply an affiliation with any third party, including an implied affiliation with any brand, organization, or company, and/or with any individual not licensed hereunder. Where Coach wishes to use the name, logo, or marks of a third party in connection with the Bombshell IP, Coach must obtain Bombshell’s prior approval. Notwithstanding the foregoing, Coach may use the business name, trade name and/or trademark of a gym or facility where a Bombshell class or approved event is being held, so long as such use is subordinate to the Marks and the use is permitted by the gym or facility.
2.3. Disparagement. Coach must not make any unsavory remarks or comments and/or create any materials or content that Bombshell determines, in its discretion, dilutes, disparages, or is detrimental to the Bombshell IP, the Bombshell brand or the goodwill associated therewith. Coach agrees to promptly comply with any instructions from Bombshell, including the removal, deletion or withdrawal of such remarks, content, or materials.
2.4. Ownership of the Bombshell IP. Bombshell owns all right, title and interest in the Bombshell IP and Coach must not take any action inconsistent with Bombshell’s ownership thereof. Coach’s use of the Bombshell IP inures to the sole benefit of and is on behalf of Bombshell. In that regard, Bombshell shall own all live performance copyright rights in and to any Bombshell programs or events taught by Coach, including any copyright rights in the filming, recording, streaming, uploading or reproduction of such programs or events. Nothing in this Agreement gives Coach any right, title, or interest in the Bombshell IP other than the right to use the Bombshell IP as permitted herein. Coach must not contest Bombshell’s ownership of the Bombshell IP, the validity or enforceability of the Bombshell IP, or the validity of this Agreement. Coach must not register or attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “Bombshell” or the Marks, or any derivations thereof, nor can Coach assist any party in doing so.
3. Fee. Coach must pay Bombshell a Certification fee on an annual basis and maintain a Bombshell Fitness Membership via a subscription an annual or monthly fee in an amount to be set by Bombshell (“Fee”), during the Initial Term and Term. The Fee is subject to change at Bombshell’s discretion. Bombshell reserves the right to establish, revise, modify or amend its billing practices, methods, and fees, including its collection practices, payment practices, and fees for content or services provided on its website(s). Coach agrees to accept notice of any changes by way of the changes posted on Bombshellfitness.com. Coach’s failure to make timely payments due hereunder is a material breach permitting Bombshell to terminate this Agreement.
3.1. Third Party Payments. Bombshell accepts payments of the Fee from third parties (e.g., gyms). It is Coach’s responsibility to ensure that the Fee is timely paid, regardless of whether the Fee is paid by Coach or a third party. A third party paying the Fee may, at any time, contact Bombshell to cancel payment of the Fee. In the event the third-party cancels payment, it is the responsibility of Coach to ensure that any current and future Fees are timely paid. Bombshell will make a reasonable attempt to inform Coach of a third party’s cancellation of payment. Bombshell is not responsible for any loss or damage, including termination of this Agreement, suffered by Coach as a result of non-payment of the Fee.
3.2. Third Party Use of BCVCP Materials. This Agreement is between the Parties, regardless of whether the Fee is paid by Coach or a third party. All BCVCP materials distributed to Coach are the property of Bombshell and Coach. Any other use or distribution of such materials is prohibited, including the use of such materials by a party who pays Coach’s Fee. Notwithstanding the foregoing, gyms and other facilities hosting Coach’s Bombshell programs or approved events may use marketing materials made available to such parties by Bombshell.
3.3. Third Party IP Rights. Coach must not include third party intellectual property rights in materials promoting Coach’s Bombshell programs or approved events without Bombshell’s prior approval. However, use of the name of a gym or facility where Bombshell programs or approved events are being held is permitted if subordinate to the Marks and the use is permitted by the gym or facility.
4. Proper Use of the Marks. Coach must (i) use the Marks only in the forms shown in Exhibits A and B, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow Bombshell’s brand use guidelines; (iii) use the appropriate trademark symbol (® or ™) with each use of a Mark; (iv) follow all instructions, requests and/or demands made by Bombshell concerning Coach’s use of the Bombshell IP; and (v) use its best efforts to use the current versions of the Marks as provided by Bombshell.
4.1. Under License Language. Coach must use the following “used under license” language on all materials, printed or electronic, which bear the Marks:
Bombshell®, [insert other Marks, i.e., Bombshell Certified VIP Coach®] and the Bombshell Fitness logos are trademarks of Bombshell Fitness, LLC, used under license.
4.2. Quality Standards. The nature and quality of Coach’s marketing and services using the Marks must conform to the standards set by Bombshell (i) in the Coach training courses and manuals; (ii) at Bombshellcoaches.com; (iii) in Bombshell’s brand use guidelines; and (iv) in this Agreement. Coach must cooperate with Bombshell in facilitating Bombshell’s control over the nature and quality of Coach’s marketing and services, to permit observation of Coach’s Bombshell programs or approved events, to promptly comply with all instructions from Bombshell, and to supply Bombshell with evidence confirming compliance with this Agreement.
4.3. Compliance With Laws. Coach must comply with all applicable laws, regulations and ordinances in the country, state and locality in which Coach teaches Bombshell programs and approved events and obtain all appropriate government approvals pertaining to marketing, advertising, or providing Coach’s services, including any requirements for the instruction of minors.
4.4. Promotional materials. Coach may use the Marks on flyers, posters, emails, and other printed materials whose sole purpose is to promote Coach’s Bombshell programs or approved events. Such materials must include the “used under license” language.
4.5. Email addresses. Coach may use “Bombshell Fitness” or one or more of the Bombshell Specialty Marks, for which Coach is licensed, as part of Coach’s email address so long as Coach uses such address solely for the promotion of Coach’s Bombshell programs and approved, related Bombshell activities which shall be issued by Bombshell Fitness and contain the Coach’s name and @ bombshellfitness.com.
4.6. Domain Names. Coach may use “Bombshell” or one of the Bombshell Specialty Marks, for which Coach is licensed, as part of Coach’s domain name for a website promoting only Coach’s Bombshell programs, approved events and related, but subordinate, Bombshell apparel and accessory sales (e.g., Bombshellvipcoachbyjennifer.com is acceptable for an Coach named “Jennifer” licensed to teach Bombshell Certified VIP Coach ® programs and whose website promotes only her Bombshell programs, approved events and related Bombshell activities). Coach may not register a domain name containing the other Marks. Registration and/or use of a domain name must adhere to the terms of this Agreement, including the following:
(a) Competing Services/Goods. Under a domain name containing the Bombshell mark, Coach must not sell, offer for sale, advertise, or promote any services or goods except Coach’s Bombshell programs, approved events and related, authorized Bombshell goods and activities.
(b) Transfer of Domain Name. In the event Bombshell determines it needs or desires to own a domain name registered or operated by Coach incorporating the Marks, Coach must, at Bombshell’s request, immediately transfer such domain name to Bombshell. Bombshell may reimburse Coach for reasonable and documented out-of-pocket costs that Coach paid to register the domain. Bombshell will not reimburse Coach for any costs incurred in designing Coach’s website, creating marketing materials, or any other costs incurred in connection with the domain name.
(c) BCVCP Member Identification. Coach must be identified in the Whois listing as the Registrant of a domain name used by Coach containing the Marks. Coach must include his/her Coach number or profile link in the domain name registration information. Coach must not use a privacy protection service in connection with the registration of a domain name.
(d) Domain Name Containing Country Name. A Coach wishing to register or use a domain name containing “Bombshell” and the name of a country (e.g., Bombshellaustralia.com or Bombshell-brazil.co.br) must obtain Bombshell’s approval in advance of such registration.
4.7. Internet Uses. Coach may use the Marks on a website, including blogs and social media sites, where Coach uses the Marks to promote Coach’s Bombshell programs and approved events in accordance with this Agreement and under the following guidelines:
(a) Trademark Notice. Coach must include the “used under license” language on the home page of Coach’s website, which must reference all Marks used on the site.
(b) Link to Bombshellfitness.com. Coach must include a prominent hyperlink on the home page to Bombshellfitness.com.
(c) Music. Coach may use Bombshell’s original compositions and such other original tracks that may be released in the future as background music on Coach’s site. Coach must not use any other music on Coach’s site unless he/she has obtained an appropriate license.
(d) Ownership. Coach must identify themself as the owner of Coach’s Site by indicating his/her legal name on the home page. In addition, Coach must post the following link on the home page to his/her BCVCP profile: This site is owned and operated by [insert name], a licensed BCVCP™ member. See my BCVCP profile at: [insert link].
(e) Adwords/Keywords. Coach must not use any Marks as AdWords, paid search, keywords or otherwise for search engine optimization and/or for creating “sponsored links”.
(f) Social Media Titles. Coach must include his/her name in the title of any social media page(s) incorporating the Marks. In the case of group pages, all Coaches must be BCVCP members and must be identified on the page. This Section applies to social media pages created and/or used for events. Any Coach Facebook. Instagram, or equivalent page created on or before December 15, 2011, is exempt from this Section. Such exemption requires that Coach list in the “About Me Section” Coach’s legal name, as it appears on Bombshellfitness.com, and a link to his/her profile. This exception does not affect any other provision of the Agreement.
4.8. Radio, Television and News Coverage. Coach must not use the Marks on radio or television without Bombshell’s prior approval. Coach may promote Coach’s Bombshell programs or approved events through live or print news coverage, or through mainstream news organizations or print publishers. In the event of such promotion, Coach must inform the news organization or publisher of Bombshell’s brand use guidelines. With respect to live news coverage, such coverage must not include more than ten minutes of a Bombshell class, approved event, or Bombshell exercise routine without Bombshell’s prior approval. In the event Coach is aware of the coverage, Coach must notify Bombshell by email to pr@Bombshellfitness.com. In the event Coach is not aware of the coverage in advance, Coach must promptly notify Bombshell after the coverage and, when possible, provide a copy of the article or footage.
4.9. Sale of Genuine Bombshell Products. Coach may use the Marks in connection with the resale of genuine Bombshell products purchased from Bombshell or an authorized distributor, so long as such sales are subordinate to Coach’s Bombshell programs or approved events. Coach may resell original Bombshell products on online trade boards, provided Coach identifies him/herself in such listings. Except as may be provided for in a separate agreement, Coach may not sell Bombshell products outside of the territory where those products were purchased (e.g., products purchased in the U.S. must be resold in the U.S. and not sold outside the U.S.).
4.10. Charitable Fund-Raising Services/Other Events. With Bombshell’s prior approval, Coach may conduct Bombshell programs or events in connection with fund raising activities for charitable or other worthy causes. Such events can be identified under the name Bombshell Gives Back® Fundraiser. The Bombshell Fitness mark is considered a Mark for this limited, charity event-related use, so long as Coach has obtained Bombshell’s approval. Activities using the Bombshell mark must be conducted in accordance with applicable laws. Coach is responsible for the handling of, and proper disbursement of all fundraising related to the event. Bombshell reserves the right to prohibit Coach from using the Bombshell mark, and/or the other Marks, in connection with any fundraising activities that Bombshell determines, in its discretion, is in conflict with this Agreement or is inconsistent with Bombshell’s business objectives or interests. Coach is prohibited from using Bombshell Beats and/or Bombshell Beatz™ trademarks in connection with any event, whether charitable or not. For permission to host a charitable event or other event using the Marks, including the Bombshell mark, Coach must submit an approval request through Bombshellfitness.com.
4.11. Trade Shows/College Programs. With Bombshell’s prior approval, Coach may conduct Bombshell programs at trade shows and in programs for college credit. An approval request must be submitted fourteen days in advance through Bombshellfitness.com. Whenever Coach participates in or conducts such trade shows or programs, Coach’s name must be listed in any promotional materials. Coach must not participate in any class using the Marks if any other class-teaching participant is not a BCVCP member.
5. Restricted Use of the Marks & Bombshell IP. Bombshell may use, or license others to use, the Bombshell IP in connection with various goods and services. Coach must not use the Bombshell IP for purposes of promoting any workshop, training, instruction, group class session, or other activity except Coach’s own Bombshell programs or approved events. Coach must not use any Bombshell IP to identify a gym, workout facility, business or trade name, or any other facility, program, or product, except as authorized herein, without Bombshell’s prior approval. Bombshell reserves the right to remove any content posted on the Internet and/or used by Coach that violates Bombshell’s rights in the Bombshell IP.
5.1. Never Modify the Marks. Coach must use the Marks in accordance with the terms of this Agreement and refrain from modifying the Marks (e.g., Coach must not (i) refer to a program as, for example, “Bombshell Fitness Core”, “Bombshell Fitness Glutes” or “Bombshell Fitness Warrior”; or (ii) change the spelling of the Marks, such as, for example, using the phrases “Bombshellfitnessrific” or “Bombshellfitnessmania”).
5.2. Never Use the Marks in Business or Trade Names. Coach must not use the Marks in the name of a business or trade name including, for example, “Bombshell Fitness Club”, “Bombshell Fitness Studio”, or “Bombshell Fitness Center.”
5.3. Never Use the Marks as Verbs or Nouns. Coach must not use the Marks as nouns or verbs including, for example, “I Love to Bombshell Fitness”, “Once you Bombshell Fitness, you’ll be hooked” or “My gym offers Bombshell Fitness”. Coach must always use the Marks as adjectives including, for example, “I Love the Bombshell Fitness® program”, “Once you join the Bombshell Fitness® program, you’ll be hooked” or “My gym offers Bombshell Fitness® programs.”
5.4. Never Use the Marks as Titles to Newsletters or Publications. Coach must not use the Marks, in whole or in part, as titles to print or digital newsletters or publications.
5.5. Merchandise. Coach must not manufacture, create, offer for sale, sell, or distribute any merchandise, including apparel, accessories, CDs, DVDs, or promotional items, bearing the Bombshell IP or any names, designs, or logos similar to the Marks. Notwithstanding the foregoing, Coach may modify or repurpose official Bombshell products for Coach’s personal use. Modification and repurposing includes, for example, cutting or altering an official Bombshell product from its intended use and form into a different use or form. Permitted modification and repurposing expressly excludes the application or combination of any Bombshell product or portion thereof, whether bearing the Marks or not, to any other non-Bombshell merchandise or products. Coach must not offer for sale, sell, or distribute modified or repurposed Bombshell products.
5.6. BCVCP Materials. Coach must not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any BCVCP materials, such as welcome kits, or their contents; training manuals; and digital multimedia materials. Coach must not play the BCVCP digital materals as part of a class or publicly perform any Bombshell video, including of Coach’s own programs. In the event of termination or cancellation of this Agreement, Coach must retain Coach’s BCVCP materials, destroy them or return them to Bombshell.
5.7. Videos/Recording. Coach must not film, record, stream live video, create DVDs or reproduce in any manner Bombshell programs, or otherwise imitate Bombshell/BCVCP content or music. Bombshell media content is fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without Bombshell’s prior approval is prohibited.
5.8. Mobile Applications. Coach must not use the Bombshell IP in connection with a mobile application, including in the title, icon, and content of the application.
5.9. Program Names. Coach may only use the program names for which Coach is licensed to teach. Coach must not alter the Bombshell program names or create his/her own program names (e.g. Bombshelll Fitness’® B-Transformed cannot be called “Transformation Bombshell Fitness” and Bombshell Fitness’® B-Competitive programs can only be taught by a Coach who has a Specialty License to teach the Bombshell Fitness® B-Competitive program).
6. Termination. Bombshell may immediately terminate this Agreement and Coach’s BCVCP membership at any time, with or without cause, by giving Coach written notice. Upon termination without cause, any Fee paid but not used will be returned to Coach.
6.1. For Cause. Bombshell has the right to terminate this Agreement upon written notice in the event Coach breaches this Agreement or as a result of any action or conduct by Coach that Bombshell deems detrimental to the Bombshell IP, the Bombshell brand or the goodwill associated therewith. Bombshell may, in its discretion, provide Coach with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Coach.
6.2. Effect of Termination. Upon termination, Coach must immediately (i) discontinue use of the Bombshell IP, including in any websites or email addresses used by Coach; (ii) comply with this Agreement concerning BCVCP materials; and (iii) transfer all domain names incorporating the Marks to Bombshell. All rights in the Bombshell IP and the goodwill associated therewith remain the exclusive property of Bombshell.
7. Rules and Cancellation by Coach. Coach may cancel this Agreement at any time after the Initial Term subject to the terms, conditions and processes set forth by Bombshell. If Coach cancels this Agreement subsequent to the expiration of the Initial Term and after the recertification process has been completed for the Second or any subsequent Term, Coach must pay a termination fee in an amount set by Bombshell. Bombshell’s “Cancellation” policy can be found on Bombshellcoaches.com.
8. Third-Party Infringement. Coach must promptly notify Bombshell of any unauthorized use of the Bombshell IP by a third party for which Coach becomes aware. Bombshell has the sole right and discretion to take action, including bringing action involving the Bombshell IP and retaining the proceeds of any settlement or recovery in such action. Coach agrees to cooperate with Bombshell in enforcing and protecting the Bombshell IP.
9. Interpretation & Enforcement. This Agreement will be construed in accordance with the laws of the U.S. and the State of Florida. Any legal action arising from or relating to this Agreement must be brought in a state or federal court located in Orange County, Florida. The Parties waive any challenge to personal jurisdiction or venue in those courts. The prevailing Party in any such action is entitled to recover its attorneys’ fees and costs. The Parties expressly waive the right to a jury trial in any action relating to this Agreement. Any judgment by a court under this Section is fully enforceable in Coach’s country of residence.
10. Acceptance of and Modifications to Agreement. Payment of the Fee pursuant to this Agreement and/or completing the click-through process required to accept this Agreement shall be effective as an original signature and constitutes Coach’s acceptance to the terms hereof. Coach acknowledges that he/she has read and understands this Agreement in its entirety and that this Agreement may be modified at Bombshell’s discretion. Such changes may be effected by Bombshell’s posting of a change notice or new agreement on Bombshellcoaches.com. Such modified terms are deemed incorporated herein and made part hereof. Bombshell will make commercially reasonable efforts to notify Coach of all modifications prior to implementation. The enforceability of such changes is not contingent upon actual notification, provided that Bombshell has posted the changes on Bombshellcoaches.com. In the event Coach does not agree to abide by the terms of the Agreement, as modified, Coach’s sole remedy is to terminate this Agreement. Coach must monitor Bombshellcoaches.com for changes to this Agreement.
11. Parties’ Relationship. The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties, nor shall Bombshell be deemed to be acting in a fiduciary capacity with respect to Coach. Coach has no authority to make or accept any offers or representations on behalf of Bombshell or to act for or bind Bombshell in any manner. Coach must not make statements or take actions that may contradict the relationship set forth herein or confuse or mislead any person regarding the nature of the Parties’ relationship.
12. Disclaimer & Limitation of Liability. Bombshell makes no representations or warranties, express or implied, with respect to BCVCP, the Bombshell Services, or any Bombshell-related products, including warranties of fitness, merchantability, or non-infringement. Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will Bombshell or the Bombshell Related Parties be liable to Coach or any 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 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 Bombshell has been advised of or should have known of the possibility of such damages. Bombshell makes no representation that the operation of Bombshell’s website(s) will be uninterrupted or error-free. Bombshell is not liable for the consequences of any interruptions or errors, although Bombshell will make commercially reasonable efforts to correct errors or interruptions. In no event will Bombshell be liable for any damages in excess of the Fees paid by Coach during the six-month period preceding the date on which a claim arises.
13. Indemnification. Coach agrees to indemnify, defend, and hold harmless Bombshell and the Bombshell Related Parties from any and all losses, liabilities, damages, and expenses (including attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of any (i) criminal and/or negligent acts of Coach; (ii) breach by Coach of this Agreement; or (ii) other act or omission of Coach.
14. Nature of Services. Bombshell programs or events may not be safe or appropriate for everyone. Any information Bombshell may provide to Coach through a Bombshell training, in Bombshell materials, or on Bombshell’s website(s) regarding health and fitness is intended solely as educational aids and are not substitutes for medical advice. Coach is encouraged to inform coach’s clients to seek medical advice before providing the Services, or if Coach experiences any medical condition affecting Coach’s ability to provide the Services, coach should immediately seek personal medical advice. Coach must ensure that he/she complies with all applicable laws, regulations and ordinances governing the instruction of children in the country, state, and locality where Coach teaches. Bombshell and the Bombshell Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Coach based on the information, services, or other material provided by Bombshell. While Bombshell strives to provide complete, up-to-date, and accurate information on its website(s) and in other materials, Bombshell and the Bombshell Related Parties do not guarantee, and will not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Coach releases from liability and holds harmless Bombshell and the Bombshell Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Coach’s provision of the Services. If Coach is injured providing the Services, Coach assumes any financial obligations for any medical costs Coach may incur. Bombshell assumes no responsibility for any medical expenses, injury, or damages suffered by Coach, or Coach’s Clients, in connection with the provision of the Services.
15. Notices. Any notice, request, demand, or other communication given hereunder may be given to a Party at the addresses set forth below. Any notice or request hereunder must be given by registered or certified mail, return receipt requested; courier; or e-mail.
If to Bombshell: Chief Legal Officer, Bombshell Fitness, LLC, 545 North Park Avenue, Winter Park, FL 32789 E-Mail: legalcompliance@Bombshellfitness.com
If to Coach: To the email address on Coach’s BCVCP registration or on his/her profile page.
16. No Waiver & Reservation of Rights. Bombshell’s failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. Bombshell reserves all rights not granted herein. To submit questions regarding this Agreement please visit the Contact Us page on Bombshellfitness.com and select “Legal Compliance”.
17. Sharing of Client Personal Data. These terms apply to the names and email addresses of Client’s who signed up for Coach’s online programs through BCVCP Studio™ (“Client Personal Data”) and agreed to allow Bombshell to collect and share this Client Personal Data with you, the Coach. For purposes of Applicable Privacy Laws (which, for the purpose hereof, means the California Consumer Privacy Act of 2018, as amended (“CCPA), the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and any other data protection, privacy, data breach, or similar or related laws), Coach acknowledges that Coach and Bombshell are each a separate and independent controller of the Client Personal Data. Coach further acknowledges that Coach does not and will not process Client Personal Data with Bombshell as a joint controller. Coach agrees to comply with all applicable obligations under all Applicable Privacy Laws (inclusive of the GDPR), and that Coach is individually and separately responsible for Coach’s own compliance and individually and separately liable for Coach’s failure to comply.
Coach shall process Client Personal Data, if applicable, only for the purposes of contacting them concerning Coach’s Bombshell Fitness® programs, provided such processing strictly complies with all Applicable Privacy Laws and Coach’s obligations hereunder. Coach shall comply fully with all Applicable Privacy Laws with respect to Coach’s processing, use, transfer, and/or deletion of Client Personal Data. In the event Coach receives a request from a Client relating to Coach’s processing, use, transfer and/or deletion of the Client’s Client Personal Data, Coach agrees to promptly comply with such request in accordance with Applicable Privacy Laws. Without limiting the foregoing, Coach agrees to promptly comply with any Client request pursuant to Article 16 (Right to rectification), Article 17 (Right to erasure), or Article 18 (Right to restriction of processing) of the GDPR that relates in any way to the Client Personal Data. In the event Coach receives a request from a Client relating to Bombshell’s processing of the Client’s Client Personal Data, Coach agrees to (i) promptly notify Bombshell of such request; (ii) direct the Client to Bombshell in order to enable Bombshell to respond directly to the request; and (iii) reasonably cooperate with Bombshell in responding to such request.
