WM ProPulse® Speed Trainer License Terms
This Agreement (the "Agreement") is a legal contract between you (the end user) and BOSU Fitness, LLC DBA WeckMethod (hereinafter "Licensor"). By purchasing ProPulse® Trainers from our website or any third-party reseller, you agree to be bound by the terms of this Agreement. If you do not accept or agree with these terms, do not purchase ProPulse® Trainers (hereinafter “ProPulse® Trainers”) In this Agreement you are referred to as (“Licensee”).
The use of ProPulse® Trainers are strictly subject to the terms, conditions and restrictions set forth in this Agreement.
- By purchasing ProPulse® Trainers you acknowledge that the Intellectual Property, Patents (pending or otherwise), Copyrights, Trademarks and Training Methodologies associated in any way with ProPulse® Trainers is the property of Licensor. If you are entering this Agreement on behalf of an organization, entity, or Licensor, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term "Licensee") regardless of your future employment and/or relationship with such entity.
- In consideration of the mutual promises contained herein, and the payment to Licensor for the purchase of ProPulse® Trainers, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Intellectual property (patented or patent-pending) and training methodologies associated with the ProPulse® Trainers subject to the terms and conditions set forth below.
- This license does not grant permission to use ProPulse® Trainers or any of the Intellectual Property, Copyrights, Methodologies, or Trademarks associated with ProPulse® Trainers as set forth in Section 4 of this Agreement.
- Licensee agrees that it shall not use the ProPulse® Trainers or any Licensor Intellectual Property, Copyrights, Trademarks, Training Methodologies, associated with any Licensor Intellectual Property or Concepts, whether patented or not, in the manners described below:
(i) Without the expressed written consent of Licensor, placing images, videos, articles or any other public (or private) Content for the purpose of selling or reselling Licensor Products, Training Instruction, Training Protocols, exercises, education, or any other Licensor Content or Intellectual Property (whether patented or not) as a Service offering and/or any other form of monetization.
(ii) Without the expressed written consent of Licensor, placing Licensor’s Licensed Content on any Third-Party platform or outlet which is not directly owned and managed by Licensee, including, but not limited to, any Third-Party social media platforms, affiliate websites, ad platforms, affiliate partners and/or affiliate influencers.
(iii) Without the expressed written consent of Licensor, disassembling, decompiling, reverse engineering, translating, or otherwise decoding Licensor’s Intellectual Property or any Training Methodologies associated with Licensor, including but not limited to, incorporating in part, or as a whole, into an existing program of Service offering for sale and/ or any other form of monetization.
(iiii) Without the expressed written consent of the Licensor, providing any Service offering for sale of Licensor Instructional Training, including but not limited to, workshops, clinics, seminars, live trainings, online trainings or other which incorporate Licensor Intellectual Property and/or Training Methodologies.
- Upon Licensee's breach of any of the terms of this Agreement, Licensor will send a written notice of such breach, by regular or registered mail, email or facsimile to Licensee at Licensee's address. If Licensee fails to remedy the breach complained within fourteen (14) days of the date of mailing of the notice, this License Agreement will automatically be terminated by Licensor on day fifteen (15), meaning, the following day after the 14-day cure period expires.
- Any continued use of ProPulse® Trainers’ Intellectual Property, Trademarks, Copyrights or Methodologies after the fourteen (14) day cure period expires is prohibited and will be considered willful and actionable as an act of infringement as set forth in Section 9 of this Agreement.
- Licensee shall indemnify, hold harmless and defend BOSU Fitness, LLC, its subsidiaries (WeckMethod), affiliates, and its respective officers, directors, employees and agents from any and all liabilities, actual loss, damages, costs and expenses (including, without limitation, reasonable attorney's fees) incurred by BOSU Fitness, LLC and its subsidiaries that arise out of any claim, demand, suit, action, encumbrance, deficiency, or proceeding brought by a third party that involves, relates to or concerns a violation or other breach of any of the provisions of this Agreement (including, without limitation, any of the representations or warranties set forth in this Agreement) or the negligence or willful misconduct of the Licensee.
- The parties to this Agreement are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.
- Any use of ProPulse® Trainers in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes infringement, entitling BOSU Fitness, LLC DBA WeckMethod to exercise all rights and remedies available to it at law or in equity, including monetary damages against all users and beneficiaries of the use of said Intellectual Property, Trademarks, Copyrights or Training Methodologies. Licensee shall be responsible for any damages, including attorney fees, resulting from any such copyright infringement, including any claims by a third party.
- This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter herein.
- This Agreement may not be modified, altered or amended, except by written instrument duly executed by both parties.
- No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
- Any attempt by Licensee to assign this Agreement other than as permitted above will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
- If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
- All notices required under this Agreement shall be sent (a) email or written letter (b) deemed to have been duly made and received when (i) personally served, (ii) delivered by commercially established courier service, or (iii) an email which is verified to be delivered and/or responded to by Licensee.
- The rights and obligations set forth in this Agreement may not be assigned or otherwise transferred without Licensor's prior written consent. Licensor may assign this Agreement without Licensee's consent.
- This Agreement shall be governed by and construed under the laws of the State of California without regard to any conflict of law provision. This Agreement is performable in whole or in part in San Diego County, California.
- YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD RELATING TO THE SUBJECT OF THIS AGREEMENT.