TRAIN ONLINE TO TEACH PREGNANCY AND MOM & BABY EXERCISE CLASSES

prenatal and postpartum training

Agreement

Prenatal & Postpartum Exercise Instructor Certification Agreement

This Prenatal & Postpartum Exercise Instructor Certification Agreement sets forth (i) the terms and conditions under which I will participate in certain Oh Baby! Fitness® training certification programs offered by Oh Baby! Fitness LLC, a Georgia limited liability company (“OBF”), and (ii) the terms and conditions governing my use of Oh Baby! Fitness trademarks, service marks, methods, techniques, systems, procedures and proprietary written and recorded materials.

I UNDERSTAND THAT BY SIGNING THIS AGREEMENT, I AM ENTERING INTO A LEGALLY BINDING CONTRACT, AND WILL BE BOUND BY THE PROVISIONS SET FORTH BELOW.

  1. I understand and agree that, in order to become a certified Oh Baby! Fitness® prenatal and postpartum exercise instructor:

  1. I must hold the following non-expired certifications:

    1. Instructor Certification (including annual re-certification) issued by a nationally recognized fitness organization to provide one or more of the following:

  2. Basic group fitness,

  3. Personal training,

  4. Water aerobics,

  5. Yoga; and/or

  6. Pilates classes;

    1. Adult CPR certification issued by the American Red Cross; and

  1. I must successfully complete an instructor certification course developed by Oh Baby! Fitness LLC (the “Oh Baby! Fitness Prenatal and Postpartum Training Program” for fitness instructors), as more fully described in the course description materials available on the OBF website at https://www.ohbabyfitness.com/pre-postnatal-fitness-training.

  1. I understand and agree that, if and when I become a certified Oh Baby! Fitness prenatal and postpartum exercise instructor:

  1. I am entitled to teach prenatal and postpartum exercise classes in the method and style taught in the Oh Baby! Fitness Prenatal and Postpartum Training Program.

  1. I may refer to myself as a “certified Oh Baby! Fitness prenatal and postpartum exercise instructor.”

  1. I must complete an annual re-certification of the Oh Baby! Fitness Prenatal and Postpartum Training Program for fitness instructors in order to maintain my status as a certified Oh Baby! Fitness prenatal and postpartum exercise instructor.

  1. I may maintain a free listing on the currently certified Oh Baby! Fitness prenatal and postpartum exercise instructors’ database at ____________________.

  1. In addition to the foregoing, I understand and agree that:

  1. All training and other materials provided in connection with the Oh Baby! Fitness Prenatal and Postpartum Training Program or otherwise provided by OBF, including without limitation, written or printed documents, photographs, audio and video recordings and software programs, and all copies and derivative works relating thereto (collectively, the “OBF Materials”), are copyrighted works and will remain the sole and exclusive property of OBF, and I have only a limited, non-exclusive right to use the OBF Materials to the extent necessary to teach Oh Baby! Fitness classes during the period for which I am a certified Oh Baby! Fitness prenatal and postpartum exercise instructor. Furthermore, I acknowledge that, except as otherwise authorized by OBF, I am entitled to make no more than one copy of any OBF Materials which shall be retained by me for my personal use for so long as I remain a certified Oh Baby! Fitness prenatal and postpartum exercise instructor, and that I will not share with or distribute to any individual or entity whatsoever, the OBF Materials. Failure to abide by this provision may subject me to liability for copyright infringement.

  1. “Oh Baby! Fitness and ” (the “Trademarks”) are the trademarks of OBF, and I have the right to use the Trademarks to identify any classes I may teach that are strictly in the Oh Baby! Fitness method and style.

  1. I will, at my own expense, defend, indemnify, and hold harmless OBF and its owners, directors, officers, employees, agents and representatives from and against any and all liabilities, claims, causes of action, suits, damages, including without limitation, suits for personal injury or death of third parties, and expenses, including reasonable attorneys’ fees and expenses, which may arise from any of my activities, whether intentional or unintentional, including, but not limited to, the teaching of any classes under the Trademarks or utilizing the Oh Baby! Fitness method and style or OBF Materials, or my breach of the terms of this Agreement. As between me and OBF, I am solely liable for any claims arising from injuries incurred in classes I teach utilizing the Oh Baby! Fitness method and style or OBF Materials.

  1. I acknowledge the ownership of the Trademarks by OBF and agree that I will do nothing inconsistent with such ownership, and that all use of the Trademarks and all goodwill arising out of any use of them by me will inure solely to the benefit of OBF. I will not use any confusingly similar name or mark without the prior written approval of OBF, and will include all notices and legends with respect to the Trademarks as are or may be required by applicable federal, state and local laws or which may be requested by OBF. I acknowledge and understand that nothing in this Agreement gives me any right, title or interest in the Trademarks. The nature and quality of all services I perform in connection with the Trademarks will conform to standards set forth in the Oh Baby! Fitness Prenatal and Postpartum Training Program and as otherwise established from time to time by OBF.

  1. I am not, and will not hold myself out to be, an employee, subcontractor, representative or agent of OBF, and nothing herein constitutes or implies the existence of a partnership, joint venture or grant of a franchise between me and OBF. Any rights granted to me hereunder are personal in nature, and may not be transferred or assigned.

  1. This Agreement will terminate, and all rights granted to me hereby will automatically terminate, upon the first to occur of: (i) my failure to successfully complete the Oh Baby! Fitness Prenatal and Postpartum Training Program; (ii) my failure to comply with any of the terms and conditions of this Agreement; (iii) my use of the “Oh Baby! Fitness” name or Trademarks in any manner not expressly permitted by this Agreement or (iv) my failure to adhere to the standards established by OBF from time to time for certified Oh Baby! Fitness prenatal and postpartum exercise instructors. Immediately upon the termination of this Agreement for any reason, I will return all OBF Materials in my possession or control to OBF. Notwithstanding anything to the contrary contained herein, the provisions of sections 3(a), 3(c), 3(h), and 3(i) will survive any termination of this Agreement.

  2. OBF HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE PRODUCTS, SERVICES OR TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

  1. OBF WILL BE NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), TO ME OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF OBF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

  1. Any dispute concerning the terms of this Agreement will be resolved in accordance with laws of the State of Georgia, without regard to its principles of conflicts of law.

  1. This Agreement sets forth the entire agreement between OBF and me concerning its subject matter and supersedes any understandings or agreements to the contrary, including any oral representations or other statements. The failure of OBF to enforce any provision of this Agreement will not constitute a waiver of any such provision or any other provision.