P90X^® Certification Terms and Conditions

Thank you for choosing Beachbody, LLC's P90X^® Certification Program. By purchasing, enrolling in, or participating in the P90X Certification Program from Beachbody, LLC (collectively, "Beachbody", "we", "our" or "us"), you agree to the provisions of these P90X^® Certification Terms and Conditions (the "Agreement").

THIS IS A CONTRACT THAT YOU MUST FOLLOW.

This Agreement includes the documents listed in the Entire Agreement Section 26 below. We reserve the right to change this Agreement at any time without notice to you and the updated version of this Agreement will apply. If you do not agree with the terms of this Agreement, please do not purchase, or enroll or participate in the P90X^® Certification Program.

P90X^® CERTIFICATION

• P90X^® Certification Overview. Upon purchasing and enrolling in the P90X^® Certification Program, and subject to this Agreement, you will receive comprehensive course materials and participate in a Certification Workshop. At your Certification Workshop, you will learn in-depth details surrounding our P90X program and your knowledge will be tested by a written examination. Passing the examination makes you "P90X Certified." Being P90X Certified grants you access to use an official P90X Certified eBadge and a P90X Certification diploma and the limited license rights detailed in Sections 6-9, below. Being P90X Certified will let you do more with P90X^® than ever, including promoting and conducting your own live P90X classes and training.
• Becoming P90X Certified. To become P90X Certified, you must:
  • Be at Least 18 Years Old.
  • Purchase the P90X Certification Program. You must purchase and enroll in the P90X Certification Program and choose a Certification Workshop to attend.
  • Attend a Certification Workshop and Pass the Required Examination. You must attend both days of your scheduled Certification Workshop, and pass the written examination at the end of the Workshop.
• Purchasing the Certification Program and Choosing a Certification Workshop
  • Purchasing the Certification Program. Go to www.P90XCertification.com. Purchase the P90X Certification Program. Truthfully and accurately provide all information requested in the purchase process. Select an available Certification Workshop. After you complete this process, Beachbody will send you a Certification Binder (also known as a Course Manual). Your Certification Binder contains course materials and information that only you personally may use in accordance with this Agreement.
  • Review Course Materials Before Certification Workshop. You must review the Beachbody Materials (as defined below) in the Certification Binder before attending your Certification Workshop.
  • Optional Monthly Program. Beachbody will offer P90X Certified instructors the option to subscribe to an Optional Monthly Program for a monthly fee. This program will give you access to additional exclusive content and benefits, which may include additional marketing material, additional routines and movements, as well as training tips from Tony Horton or Beachbody Master Instructors, additional rights to use Beachbody Intellectual Property (defined below) and/or rights to use additional intellectual property, continuing education materials, and other unique benefits. This Agreement will be amended by the terms and conditions of the Optional Monthly Program (tentatively scheduled to be released in early-mid 2013).
  • Scheduling a Certification Workshop. You must schedule a P90X Certification Workshop when you purchase the Certification Program. Certification Workshops are available only on a first-come-first-served basis.
    • Non-Transferable. Your Certification Workshop registration is not transferable. No other individual will be allowed to take your place at a Certification Workshop.
    • Waitlist. In addition to your scheduled Certification Workshop, Beachbody may permit you to be placed on a waitlist for an alternate Workshop that is full. When you are on a waitlist, if an opening in your waitlisted Workshop becomes available more than fourteen (14) days prior to that Workshop, Beachbody will begin emailing individuals on the waitlist for that Workshop to invite them to take an open spot. If a waitlisted individual does not respond to Beachbody's email about the opening within forty-eight (48) hours from Beachbody's sending of that email, that individual will be removed from the waitlist and Beachbody will offer the open spot to the next individual on the waitlist. If no openings become available in a full Certification Workshop within fourteen (14) days of that Workshop, then all individuals will be removed from the corresponding waitlist. You cannot be on more than one waitlist at a time.
    • Rescheduling a Certification Workshop. You may reschedule a Certification Workshop, although rescheduling may subject you to additional fees as follows:
      • You can reschedule without charge if you do so at least fourteen (14) days in advance of your scheduled Certification Workshop date.
      • Rescheduling less than fourteen (14) days before your then-scheduled Certification Workshop will result in a $50.00 fee.
      • If you do not attend your scheduled Certification Workshop and would like to reschedule, you will be subject to a $100.00 fee per rescheduling.
  • Beachbody's Rescheduling of Certification Workshops. Beachbody will make commercially reasonable efforts to conduct each Certification Workshops as scheduled. Beachbody may postpone, move or cancel a Certification Workshop in its sole discretion owing to low enrollment, inclement weather, or other unforeseen circumstances. If we must change a Certification Workshop under this paragraph, we will communicate the change to you and provide rescheduling assistance, but we will not be responsible for any non-refundable travel, accommodations or any other arrangements that would result in financial expense to you. No rescheduling fee will apply if we change a Workshop.
• Certification Workshops. The Certification Workshop is a mandatory, live, hands-on P90X^® instructional workshop conducted by one or more P90X Master Instructors during a full two-day weekend. You may only attend the Certification Workshop you have scheduled. You must show identification upon arrival to your scheduled Workshop. You must show up to the Workshop on time each day and attend both days in their entirety to get credit for your attendance.
  • Course Materials. During the Certification Workshop, you will explore in detail the materials presented in the Certification Binder and apply what you have learned about P90X in practical demonstrations. You are highly encouraged to review the Certification Binder prior to your Workshop to help better your chances of passing the examination. You must bring your Certification Binder to the Workshop and you may be provided with additional instructional materials at your Workshop.
  • Certification Testing.
    • Written Exam. At the end of your Certification Workshop, you will be required to take a written examination that will consist of multiple choice and/or true/false questions that test your knowledge of the P90X program, particularly as presented to you in the Certification Binder and Certification Workshop. To pass, you must answer at least 80% of the questions correctly.
    • Exam Grades. Following the Certification Workshop, a member of the P90X Certification team will grade your exam. You will be notified by email of the results within fourteen (14) days of the Certification Workshop. All exam results are final and may not be appealed.
  • Retaking Certification Workshop or Exam. If you do not successfully pass the exam, you have two options: (i) attend another Certification Workshop and retake the exam at the reduced rate of one hundred ninety-nine dollars ($199.00); or (ii) retake the exam during a Certification Workshop (without attending the entire Certification Workshop) at the cost of seventy-nine dollars ($79.00). If you do not successfully pass the exam on your second or any additional attempts, your only option is to attend another Certification Workshop and retake the exam at the cost of one hundred ninety-nine dollars ($199.00). You must email P90XCertification@Beachbody.com and indicate which option you prefer (if it is your second attempt) and the time/location of the Certification Workshop you wish to attend. Either option must be completed within twelve (12) months of your original Workshop.
• Cancellation Fees; Certification Binder Fees; Refunds. You may cancel your P90X Certification and Certification Workshop enrolment at any time, subject to the following Fees that will be deducted from your refund:
  • Cancellation Fee.
    • If you cancel your enrolment in the Certification Program at least fourteen (14) days before the scheduled date of your Certification Workshop, there is no Cancellation Fee.
    • If you cancel your enrolment in the Certification Program less than fourteen (14) days before the scheduled date of your enrollment or scheduled Certification Workshop, there is a $100.00 Cancellation Fee.
    • If you do not attend your Certification Workshop and then cancel your enrolment in the Certification Program, there is a $150.00 Cancellation Fee.
    • No refunds will be made after you have attended any part of a Certification Workshop.
  • Certification Binder Fee. If you cancel your enrolment in the Certification Program at any time (including after you are P90X Certified), you must return your Certification Binder within thirty (30) days of your cancellation date (including return of any copies or derivative works of the Beachbody Materials contained in the Binder). Return of materials may be subject to verification by us at any time. If you fail to return these materials, you will be subject to a $50.00 Certification Binder Fee.
  • Reconciliation; Refund Timing. If you cancel your enrolment in the Certification Program at any time, Beachbody may issue you a reconciliation statement of refunds and/or fees according to the Notice provision below or refund you, as determined by Beachbody. You have ten (10) days to dispute the content of that statement or amount of refund once we send it. Failure to dispute the statement in that time period constitutes your agreement that the reconciliation statement or refund is complete and accurate. If we send a reconciliation statement, refunds will only be made after this dispute period has expired. Beachbody reserves the right in its sole discretion to delay or cancel any refund, if (i) we have requested and you have not provided the verification referred to in (b), above, (ii) we have made other unanswered inquiries directed to you, or (iii) there are any open Compliance matters concerning your actual or potential participation in the P90X Certification Program.



INTELLECTUAL PROPERTY, LICENSES & RESTRICTIONS

• Beachbody Intellectual Property and Material; Limited License
  • Intellectual Property. You acknowledge and agree that Beachbody is and at all times will be the sole owner of (a) all trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information Beachbody owns and/or uses on or in connection with its products, services and/or business, including the P90X Certification Program (collectively "Beachbody Intellectual Property"); and (b) all advertisements, promotional or marketing materials, still and moving images and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials Beachbody owns and/or uses on or in connection with its products, services and/or business including the P90X Certification Program (collectively with Beachbody Intellectual Property, "Beachbody Materials").
  • Limited License. Subject to your passing the Certification Program testing, meeting the Certification Program requirements, and your compliance with this Agreement and any applicable laws, rules or regulations, you are acquiring and Beachbody grants you a personal, non-transferable, revocable, limited, non-exclusive, non-sublicensable license to use certain Beachbody Intellectual Property solely in the form and manner provided to you, including the right to download and display your personal P90X Certified diploma and P90X Certified eBadge for your own personal use. You agree you will not make any use of any Beachbody Intellectual Property, Beachbody Materials, the P90X Certified diploma or P90X Certified eBadge except as permitted by this Agreement.
    You must obtain prior, express, written approval from us to use any other Beachbody Materials or any intellectual property owned by Beachbody that is not identified in this paragraph. Your use of Beachbody Intellectual Property should comply with any applicable trademark usage guide(s), brand guideline(s) and this Agreement.
  • Acknowledgement. You acknowledge and agree that Beachbody is and at all times has been and will be the sole and exclusive owner of all rights in and to the Beachbody Materials, including associated goodwill. You agree not to do anything inconsistent with Beachbody's sole and exclusive ownership. Nothing in this Agreement shall be construed as a transfer or assignment of any rights to you. Any and all use by you of the Beachbody Materials shall inure to the sole benefit of Beachbody. You agree that you will not make any modification to any Beachbody Materials, or use, exploit, or exhibit any Beachbody Materials except as authorized in this Agreement.
  • Notices Required. You agree to include the following notice(s), as applicable and in substantially identical form, in any authorized use by you of Beachbody Materials under this Agreement. Notices are required at least once in each location or piece of media in which you use or reproduce Beachbody Materials.
    • Copyright Notice. Where authorized uses of Beachbody Materials include Beachbody copyrighted material, you must include this statement:
      Copyright © [YEAR] Beachbody, LLC. All Rights Reserved.
    • Trademark Notice. Where authorized uses of Beachbody Materials include Beachbody trademarks, you must include this statement:
      Beachbody^®, P90X^® and [INSERT EACH OTHER TRADEMARK USED AND AN APPROPRIATE ^® OR ^™ DESIGNATION] are trademarks of Beachbody, LLC, used with permission.
  • General Restrictions.
    • No Derivative Works/Reproduction. You agree not to copy, reproduce, create derivative works of, distribute, sell or otherwise use any copyright-protected material, Beachbody Materials, or any other content owned or used by Beachbody, including the Certification Binder and any materials provided to you during your Certification Workshop, Beachbody's workout DVDs (including their content), any product, nutrition or other guides, any Beachbody web content, or any other Beachbody content or materials.
    • No Registrations, Domains, SEO, SEM, IDs, Social Media Names. You agree not to: (a) apply for, register or attempt to register P90X, Beachbody, any Beachbody Intellectual Property, any Beachbody Materials or anything that includes or is similar to those for any purpose, including without limitation trademarks, trade names, service marks, brands, logos, copyrights, domain names, or other identifiers of source or forms of intellectual property or Internet designations; (b) use any of these materials for search engine optimization (SEO) or search engine marketing (SEM), as or in any account name, user ID or other handle within any blogs, social networking websites, or any "posting" sites including (for example only) Facebook, YouTube, MySpace, BlogSpot, Flickr, or Twitter; or (c) use any of these materials as the numbers/designations within a phone number (for example, 1-800-BUY-P90X). Without the express written consent of Beachbody, you may not use any Beachbody Material, including any videos, text or other content owned or used by Beachbody on or in connection with its own websites, products, services, or marketing and advertising.
    • No Combination with Third Party Intellectual Property. You must not offer any third party products or services to customers/clients in connection with your promotion or teaching of P90X classes or training or combine any Beachbody Materials in media that also contains third party intellectual property (e.g., trademarks, trade names, logos, etc.). Using your P90X Certified status or any P90X or other Beachbody-owned trademarks or other intellectual property to advertise, promote or sell any non-Beachbody products or services is prohibited. This paragraph applies to, for example, consumer products, apparel, equipment, accessories, supplements or nutrition products, and other items.
    • Instructions from Compliance. You agree to comply with any instructions from Beachbody's Compliance team.
  • Compliance with Laws. All of your Certification and Promotional Activities must comply with all applicable laws, rules and regulations, including teaching, training, advertising and marketing activities and materials, electronic mail or other solicitation, communications to mobile devices (e.g., calling, SMS or "texting"), telephone and faxing, privacy, and collection, use or dissemination of personal or other data.
  • Effective Date of Limited License. Your limited license is effective on the day Beachbody notifies you that you have passed the written exam and ends with the Term, defined below. You must not use Beachbody Materials to engage in licensed P90X Certification or Promotional Activities until you have been notified that you passed the exam.
• Licensed Certification Activities. Your limited license permits you to teach live P90X group exercise classes and provide P90X training to clients in one-on-one settings.
  • Teaching P90X Classes. You may teach P90X classes to multiple individuals subject to the restrictions below. Beachbody strongly recommends that you have experience teaching group exercise classes prior to offering P90X Classes.
  • Providing One-on-One P90X Training. You may provide one-on-one P90X training to clients individually or in small groups subject to the restrictions below. Beachbody strongly recommends that you are a certified personal trainer prior to offering this type of one-on-one P90X training.
  • Restrictions on Certification Activities. In addition to all other restrictions, terms and conditions in this Agreement, you agree that, without the prior, express, written approval of Beachbody, you will not:
    • Teach any P90X classes or provide one-on-one P90X training in a gym, community center, hotel, church, school, other fitness facility, or other facility unless that facility or venue has entered into a license agreement with Beachbody. You may obtain permission to teach these classes or one-on-one trainings at unlicensed facilities using your license by emailing CertificationCompliance@Beachbody.com.
    • Teach any P90X classes or provide one-on-one P90X training that does not follow the overall principles, structure, integrity and sequence of the P90X workouts. Although the entirety of the P90X 90-day program need not be followed precisely, each particular workout should be taught or instructed using the principles from and structure of the P90X workouts.
    • Create any workouts or teach or instruct any classes that include or consist of P90X workouts combined with any other workout, exercise or fitness routine, whether from a third party or otherwise. For example, you may not create or teach any hybrid classes such as P90X/Yoga, P90X/Zumba, P90X/CrossFit, or any other combination of products, workouts or exercises.
    • Videotape or otherwise record more than one (1) minute segments of any P90X-based workouts and/or any classes or instruction you conduct, and publish or display the same, whether for free or for payment, whether online or on DVD, Blu-ray or otherwise.
    • Directly or indirectly engage in any activity that may be interpreted as you being an employee or agent of Beachbody.
    • Teach any P90X classes or provide one-on-one P90X training to any person who has not executed a liability waiver that includes a waiver as to Beachbody.
    • Teach any P90X classes or provide one-on-one P90X training without liability insurance that covers your activities and names Beachbody as an additional insured regarding those classes or that training.
    • Conduct events other than P90X group exercise classes or one-on-one P90X training.
    • Use any name for your P90X classes or one-on-one P90X training other than "P90X^® Class" or "P90X^® Training" or otherwise approved in this Agreement or by Beachbody on its website in connection with the Certification Program.
  • Conduct. As a P90X Certified individual, you are a limited licensee of the Beachbody^® and P90X^® brands, Beachbody Intellectual Property, and Beachbody Materials. You also are a representative of the P90X^® Certification Program. You agree to act in a legal, professional, non-detrimental, non-disruptive, and appropriate manner at all times. You must not act in any lewd, sexist, racist, discriminatory, off-color, illegal, or other inappropriate or offensive manner, or in any manner that diminishes the value of the Beachbody Intellectual Property or associated goodwill, or the Beachbody Materials generally. Beachbody reserves the right in its sole discretion to determine what conduct is detrimental, disruptive or inappropriate. You acknowledge and agree that your conduct may directly impact Beachbody, the Certification Program (including the Certification Workshops), the Beachbody^®, P90X^®, and other Beachbody Intellectual Property and associated goodwill, and/or any Beachbody Materials, products or services. You agree to comply with any direction from Beachbody regarding your conduct and that this Agreement may be terminated immediately by Beachbody as a result of your conduct.
    You should maintain a working knowledge of all Beachbody products and services so that you can answer any questions that may arise from customers or clients you teach. You can learn more at http://www.teambeachbody.com. You may promote Beachbody products – including nutritionals – during your licensed P90X classes or trainings.
  • Attire. While conducting any P90X instruction or teaching P90X, you must at all times look professional. In addition, you must keep with the branding of the Certification Program by wearing P90X Certified apparel and/or colors consisting predominantly of blacks, whites, grays, and/or blues to the extent possible. In the event that Beachbody requires specific apparel to be worn by P90X Certified instructors while engaging in licensed activities, you agree to purchase and wear that attire.
• Licensed Promotional Activities.
  • In General. P90X Certified individuals must safeguard and promote the good reputation of Beachbody and Beachbody Intellectual Property (including the Beachbody^®, P90X^®, and all other brands of Beachbody, as well as all Beachbody Materials, products and services). Any advertising or marketing activities you conduct must follow the terms of this Agreement. Those activities must not be discourteous, illegal, offensive, deceptive, misleading, unethical or immoral. You are responsible for the accuracy, legality, and legitimacy of any and all content in your promotional materials. You agree not to change or modify promotional materials provided to you by Beachbody for use in connection with your P90X Certification services, including the P90X Certified logo, eBadge and all other Beachbody Intellectual Property.
  • Use of P90X Certified Designation. P90X Certified individuals may use the following:
    • P90X and P90X Certified Logos. A P90X Certified individual may use the P90X^® and P90X^® Certified logos only in the form and format provided by Beachbody. Unless otherwise permitted by your participation in the Optional Monthly Program, you may not use the P90X or P90X Certified logos (a) in a size larger than 2 inches wide by .5 inch tall or (b) more than once on any single advertisement, webpage or other media. Any use of the P90X or P90X Certified logos must include the registered trademark symbol ("®"), and must include this notice or the notice above: "P90X^® is a registered trademark of Beachbody, LLC." All use of these logos must comply with this Agreement.
    • Text uses of "P90X^®" and "P90X^® Certified". A P90X Certified individual may use "P90X^®" and "P90X^® Certified" in text format; "P90X^® Certified Trainer" may be used in text format if you are also a certified personal trainer; and "P90X^® Certified Instructor" may be used in text format if you are also a certified group exercise instructor. Where these terms are used in text format, they must be as shown here (including the registered trademark symbol, "^®", and notice above). Text use must not be in a font larger than 16 points and must comply with this Agreement.
  • Internet or other web-based advertising. A P90X Certified individual may use a personal website or other online communication media (e.g., blog sites, social media, message boards) to promote his/her P90X Certified status or services. Your use of media must comply with this Agreement. If you are an Independent Team Beachbody Coach, your advertising must continue to comply with the Coach Policies and Procedures.
  • Television and Billboard Advertising; Preapproval Required. Subject to receiving prior written approval from Beachbody, you may promote the fact that you are P90X Certified and offer P90X Instruction in digital and standing billboard advertising, and in radio, television and related multimedia advertising. Prior to using any such advertising materials, you must receive Beachbody's prior written approval by submitting all materials in final form to P90XCertification@Beachbody.com. You acknowledge and agree that any failure to comply with this subsection is a material breach of this Agreement for which Beachbody reserves the right to immediately terminate this Agreement in its sole discretion
  • Identification of Authorized P90X Certified Individuals. Once you are P90X Certified, Beachbody will issue you a unique Certification Identification number that will identify you on Beachbody's list of P90X Certified individuals ("Certified List"). Beachbody may post the Certified List online for consumers to view. You expressly authorize Beachbody to publish your personal information through the Certified List, including your name, geographic location, Certification Identification Number, and Certification status (e.g., whether or not you are in good standing).
  • Restrictions on Promotional Activities In addition to all other terms, conditions, and restrictions in this Agreement, you may not, without the express prior written consent of Beachbody:
    • Make any claims or statements (which include testimonials) as to therapeutic, curative, or diagnostic properties of P90X or any products or services offered by Beachbody except those specific claims contained in official Certification Program literature. Claims in the official Certification Program literature may only be repeated in exactly the same format as that published by Beachbody and must be republished completely. In particular, you may not make any claim or statement that P90X programming or any Beachbody products cure, treat, diagnose, mitigate, or prevent any conditions or diseases or achieve any guaranteed results.
    • Create or use, or assist or encourage any third party to create or use, any of the Beachbody Materials on any advertising, promotional, marketing or other goods or services, including any consumer products or apparel (including, for example, T-shirts, caps or other similar items), accessories, key chains, sports equipment, ingestible products, or DVDs.
    • Allow any third party (including any location where or entity for which you may be providing any services) to advertise your P90X Certified services, use the P90X Certified designation, or use any Beachbody Materials in advertising or marketing material or otherwise.
    • Use any advertising or marketing material that is larger than 11 inches by 14 inches in size unless Beachbody provides that promotional material.
    • Use the image or likeness of any Beachbody Master Trainer or presenter or of Tony Horton.
• Use of Your Name, Image or Likeness. You grant Beachbody (including its parents, affiliates, subsidiaries, representatives and assigns, officers, employees, advertising and promotional companies, distributors, or any person(s) or corporation(s) acting with Beachbody's permission or authority) a perpetual, irrevocable, royalty-free license throughout the universe to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works of, and/or otherwise use your name, image, voice, statements and/or likeness in connection with the P90X Certification Program and/or any Beachbody promotion or advertisement, in any media now known or later devised, in such manner, for such purposes and with such frequency as Beachbody shall determine in its sole discretion without compensation or consideration to you, without attribution to you, and without further authorization by you. You agree to execute any and all documents necessary for Beachbody to exploit your grant of rights under this paragraph. You agree to waive any artistic or moral rights in and to any materials created or used by Beachbody under this section.



TERM, TERMINATION, REVOCATION

• Term, Continuing Education, and Renewal. This Agreement is effective upon your purchase of the Certification Program (except for the limited license, which is effective as stated above) and expires two (2) years after Beachbody sends you notice of your passing the P90X Certification exam ("Term"). At the end of the Term, you must renew your Certification by satisfying a continuing education requirement and paying then-current renewal fee. Beachbody may, in its sole discretion: (a) change the duration of the Term, (b) define or modify the continuing education requirement, (c) increase or decrease the renewal fee, and/or (d) determine whether participation in the Optional Monthly Program satisfies all or part of the continuing educational requirement or renewal fee.
• Termination/Revocation. Your P90X Certified status may be revoked or terminated immediately by us in the event that: (i) you breach any term, condition, or provision of this Agreement or fail to comply with Team Beachbody's privacy policy and website terms of use (located at www.beachbodycertification.com/p90x-certification/privacy and www.beachbodycertification.com/p90x-certification/terms, respectively) or P90X^® Qualification Terms and Conditions (located at www.beachbodycertification.com/p90x-certification/p90x-qualification-terms); (ii) you have not timely met any continuing education requirement required by Beachbody; or (iii) Beachbody discontinues offering the P90X Certification Program. In addition, Beachbody may terminate or revoke your P90X Certified status and/or prevent you from becoming P90X Certified for any or no reason in Beachbody's sole discretion, provided that if that revocation, termination or prevention is not due to any of the reasons listed in this paragraph or any other valid and good faith reason, we may provide a refund (subject to Section 5, above) in our sole discretion.
• Actions Upon Termination/Revocation. Upon termination or revocation, you must immediately cease all Certification and Promotional Activities, including any and all use of your eBadge, Diploma, and any Beachbody Materials (including referring to yourself in any manner as P90X Certified), and promptly return all Beachbody Materials to Beachbody. This specifically includes ceasing all use of the Certification Binder and returning the Certification Binder to Beachbody according to Section 5, above. Failure to return the Certification Binder to Beachbody within thirty (30) days will result in assessment of the Certification Binder Fee.



GENERAL PROVISIONS

• Non-Disparagement. While Beachbody welcomes constructive input and suggestions, you must not make negative comments and remarks in any forum (oral, online, written, or while providing instruction or training) about the P90X^® brand or program, P90X Certification or the Certification Program, Tony Horton, Beachbody, Beachbody's personnel (e.g., directors, owners, employees, consultants, partners), Master Trainers, Beachbody Materials, or Beachbody's other products or services.
• Acknowledgement. You understand, acknowledge and agree that:
  • Beachbody reserves the right to suspend, revoke or terminate your P90X Certification according to this Agreement;
  • You are not receiving a "professional" license or certification of any kind by completing P90X Certification, receiving a P90X Certification Diploma or P90X Certified eBadge, and that these items are not recognized or endorsed by any National Accredited Certifying Training Organization;
  • You have no right to and may not "certify" others in the P90X Certification Program;
  • Beachbody does not guarantee any level of success or income generated by or in connection with the P90X Certification Program or being P90X Certified;
  • You may be subject to testing or other similar review and renewal processes by Beachbody on a yearly or other basis in Beachbody's sole discretion to ensure that you remain up to date with and knowledgeable about the latest in P90X and related products and services;
  • You may not sub-license, rent, transfer or otherwise allow any third party to use your rights under this Agreement, including your P90X Certification diploma, P90X Certified eBadge, or Beachbody Materials; and
  • You may not use any material you received in connection with the Certification Program, including any material from the Certification Workshop, in connection with any fitness instruction other than the instruction you provide under your P90X Certification.
• Insurance. Beachbody requires that you obtain valid professional insurance to cover your P90X Certification and Promotional Activities and that you include Beachbody as a named insured. Beachbody does not and cannot offer or provide you with that insurance.
• Representations and Warranties.
  • You acknowledge, covenant, represent, and warrant that: (i) any advertising or promotional materials you use (that are not provided by Beachbody) do not infringe any intellectual property, personal, or other proprietary rights of any third party; (ii) you have the full authority to enter into this Agreement and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties; (iii) you, any services you provide, and your Certification and Promotional Activities comply with all applicable international, federal, state and local laws, rules and regulations; and (iv) you have not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted in this Agreement.
  • Beachbody acknowledges, covenants, represents, and warrants that it has the full authority to enter into this Agreement.
• Indemnification. You agree to indemnify and hold harmless Beachbody, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or companies acting with its permission or authority, from any third party claim, action, demand, loss, or damages (including attorneys' fees) arising from or relating to your purchase of or participation in the P90X Certification Program, any instructional, training or other services provided by you in connection with P90X or the P90X Certification Program, any violation by you of this Agreement, your Certification and Promotional materials or activities, or your violation of any rights of a third party.
• Assumption of Risk/Waiver. You understand and acknowledge that particular aspects of the P90X Certification Program, including the Certification Workshop and your Certification Activities, will include physical activity and use of equipment, and that there are certain risks associated with those activities and equipment, including risk of serious injury. You expressly and voluntarily assume all risk and, to the extent permitted by law, waive any and all actual or potential claims against Beachbody (including its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or corporation(s) acting with its permission or authority) arising from or related to your participation in the P90X Certification Program, including the associated physical activity and equipment
• Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 6(e) OF THIS AGREEMENT, A PARTY'S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE AMOUNT PAID BY YOU TO PURCHASE AND ENROLL IN THE P90X CERTIFICATION PROGRAM. EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 6(e) OF THIS AGREEMENT, A PARTY'S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
• Your Relationship with Beachbody. You acknowledge and agree that your participation in the P90X Certification Program does not establish an employer/employee, partnership, franchise, agency, joint venture or other similar relationship between you and Beachbody. Neither party shall have, or represent itself as having, the authority to bind or commit the other party in any way, or to incur any liability in the name of or on behalf of the other party. You agree not to make any statements or take any actions that may confuse or mislead any person regarding the nature of the relationship between you and Beachbody.
• Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of California (without regard to the choice of law or conflicts of law principles). In the event of a dispute arising out of or in any way relating to this Agreement or the P90X Certification Program, jurisdiction and venue shall be proper in the state or federal courts of the State of California, County of Los Angeles, and only in those courts. The parties irrevocably waive any objections or defenses based on lack of personal jurisdiction, improper venue, or forum non-conveniens. To the extent allowed by law, the parties waive their right(s) to a jury trial in any action arising out of or in connection with this Agreement and the P90X Certification Program. The parties further agree that any claims, disputes, or actions of any kind shall be resolved individually and without resort to any form of class action.
• Assignment. Beachbody may assign, transfer, sub-license, or sub-contract any of our rights or obligations under this Agreement at our sole discretion. You may not assign, transfer, license, sub-license or sub-contract any of your rights or obligations under this Agreement.
• Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be interpreted in a manner to give that provision as much effect as the law permits or severed from this Agreement, neither of which shall affect the validity and enforceability of any remaining provisions.
• No Waiver. Any waiver of any provision of this Agreement or of a party's rights or remedies under this Agreement must be in writing signed by the party against which the waiver is sought to be enforced. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time is not a waiver of that party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party's right to take subsequent action. Waiver of any provision shall not be deemed to waive a subsequent violation of the same provision or violation of any other provision. Any delay by Beachbody in exercising any right or remedy under this Agreement shall not operate as waiver of that right or remedy or affect its ability to subsequently exercise that right or remedy.
• Notices. All notices, requests, demands and other communications given or made under this Agreement shall be in writing and shall be deemed received (i) on the same day if delivered in person, by same-day courier or by electronic mail transmission to the signatory or another person known to the Parties to receive communications regarding the Agreement (provided transmission may be proved), (ii) on the next day if delivered by overnight mail or courier, or (iii) three (3) business days after the date of deposit in U.S. mail for delivery in the U.S. or seven (7) days if by international mail. Any of the Parties to this Agreement may from time to time change such Party's address for receiving notice by giving written notice or according to Beachbody's established policies.
  • Notice to Beachbody must be made in person or by mail or courier in a manner that permits the tracking and delivery of the notice to Beachbody, LLC, Certification Compliance Manager, 3301 Exposition Boulevard, Santa Monica, California 90404. Notice to Beachbody shall only be effective upon receipt and if receipt can be established.
  • Notice to you may be made to your physical or electronic address as most recently recorded in our system by you. You agree to keep your electronic mail current and that notice by us to that electronic mail address is deemed received the day it is sent. Notice to you shall be effective if dispatched according to contact information most recently provided by you and you waive any defense based on not receiving that notice if your contact information is not current.
• Entire Agreement. This Agreement, together with Team Beachbody's privacy policy and website terms of use (located at http://www.beachbodycertification.com/p90x-certification/privacy and http://www.beachbodycertification.com/p90x-certification/terms, respectively) and P90X^® Qualification Terms and Conditions (located at http://www.teambeachbody.com/certification/p90x-qualification-terms-of-use), constitute the entire agreement between the parties concerning the subject matter of this Agreement. The parties affirm that there are no side or collateral agreements, understandings, courses of dealing or trade usages that modify, vary, explain or supplement this Agreement and that no prior communications or documents constituted any agreement regarding the subject matter of this Agreement. You agree that Beachbody may add, delete, modify, revise, amend or supplement this Agreement ("amendments") without notice or by providing notice to you at the main Certification website at any time and in our sole discretion. You further agree that continuing with the Certification Program after any such amendments constitutes your acceptance of those amendments. You agree to regularly check for notices of amendment and waive any defense to non-compliance with those amendments based on not receiving notice. Where the provisions of this Agreement are contrary to or inconsistent with the provisions of any other agreement(s) between the parties, the provisions that control your conduct will be those of the operative contract governing the particular activities. For example, if you are engaging in activities as a Coach, the Coach Policies and Procedures govern as to inconsistent provisions and if you are engaging in Certification Activities, this Agreement governs as to inconsistent provisions.