Amended Complaint - Case 3:19-cv-01823-B, Asgaard Funding, LLC vs. ReynoldsStrong, LLC

Case 3:19-cv-01823-B Document 29 Filed 11/14/19 Page 1 of 58 PageID 882
IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS
ASGAARD FUNDING LLC d.b.a. )

THE AASGAARD COMPANY ) CASE NO. 3:19-cv-01823-B
and )
THE AASGAARD COMPANY, )
JUDGE JANE J. BOYLE
A Texas Partnership )
)
Plaintiffs, ) FIRST AMENDED COMPLAINT
)
vs. ) (JURY TRIAL DEMANDED)
)
REYNOLDSSTRONG LLC d.b.a. )
Barbell Logic and Barbell Logic )
Online Coaching
)
)
)
1. This action arises from Defendant ReynoldsStrong LLC’s (“ReynoldsStrong” or
“Defendant”) breach of contract and infringement of trademarks owned and used by Plaintiff
Asgaard Funding LLC d.b.a. The Aasgaard Company (“Aasgaard”). The trademarks and
contract rights were formerly owned by Plaintiff The Aasgaard Company, a Texas partnership
(“Aasgaard Partnership”), but were transferred, assigned, sold, and conveyed to Aasgaard
through a written agreement on or about July 3, 2018, along with all other business assets
associated with the STARTING STRENGTH brand. Aasgaard holds held federal copyright
registrations for its best-selling and most highly-regarded book, Starting Strength: Basic Barbell
Training, which has gone through three editions. Aasgaard also owns the trademark STARTING
STRENGTH (the “STARTING STRENGTH Trademark”), which is Aasgaard’s flagship brand
and is the subject of several federal trademark registrations, including trademark registration nos.
4072828, 4263376, 4357670, and 5190583. Despite knowledge of Aasgaard’s protected marks,
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ReynoldsStrong has impermissibly used, and upon information and belief is still using,
Aasgaard’s trademarks or marks confusingly similar to them in connection with the marketing
and sale of online coaching services, in violation of the Lanham Act and a licensing agreement
(now terminated) between the parties. Aasgaard has been and is likely to continue to be injured
by ReynoldStrong’s trademark infringement, trademark dilution, unfair competition, and contract
breaches. ReynoldsStrong also has failed to pay royalty amounts due under the licensing
agreement.
PARTIES
2. Aasgaard is a Texas limited liability company with principal place of
business in Wichita Falls, Texas. Aasgaard currently has two members: Stef Bradford,
Ph.D., and Mark Rippetoe (“Rippetoe”), who also authors most of the books and many of
the articles that Aasgaard publishes.
3. Aasgaard Partnership is a Texas partnership that was originally founded in
2005. Mark Rippetoe and Stef Bradford are the two general partners of Aasgaard
Partnership. In or around July 3, 2018, Aasgaard Partnership transferred, assigned, sold, and
conveyed all business assets and property rights to Aasgaard. Although Aasgaard
Partnership still exists today, it operates as an agent of Aasgaard. Aasgaard Partnership is a
plaintiff in this action pursuant to Fed. R. Civ. P. 8(d)(2) and (3), to the extent that any
aspect of the asset transfer and assignment is deemed invalid, or to the extent that Aasgaard
Partnership possesses any rights in either the trademarks or the license agreement that are
the subject of this litigation.
4. Aasgaard publishes and distributes books and other media that promote the
application of science to training and conditioning. Aasgaard also provides training
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seminars and educational symposia for athletes and strength and conditioning professionals.
As further described below, Aasgaard and its brand, STARTING STRENGTH, have
become industry-recognized leaders in strength and conditioning.
5. Among other things, Aasgaard currently operates Starting Strength Online
Coaching (“SSOC”) through the website www.startingstrengthonlinecoaching.com. SSOC
allows consumers who desire to receive strength and conditioning coaching through an online
medium to search for and retain STARTING STRENGTH™ Coaches (certified by Aasgaard)
who provide such services. Since June 11, 2019, Aasgaard’s SSOC has been the only online
coaching service officially recognized and approved by Aasgaard. The SSOC Trademark is
owned by Aasgaard.
6. ReynoldsStrong is a Missouri limited liability company that provides training and
conditioning coaching services. Upon information and belief, Ryan Matthew Reynolds is
ReynoldsStrong’s sole member.
7. Prior to June 11, 2019, ReynoldsStrong operated SSOC, using the
startingstrengthonlinecoaching.com domain name pursuant to a written license agreement with
Aasgaard.
8. Since June 11, 2019, ReynoldsStrong has operated Barbell Logic Online
Coaching (“BLOC”) through the website https://barbell-logic.com. Like SSOC, BLOC provides
strength and conditioning services through an online medium.
JURISDICTION AND VENUE
9. This Court has subject matter jurisdiction over Counts I, II, and III, which are
federal trademark infringement, unfair competition, and trademark dilution claims under the
Lanham Act, 15 U.S.C. §§ 1114, 1125(a), and 1125(c), pursuant to 28 U.S.C. §§ 1331 and
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1338(a) and 15 U.S.C. § 1121.
10. This Court has supplemental jurisdiction over the Texas state law claim pursuant
to 28 U.S.C. § 1367 because it is part of the same case or controversy.
11. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because a substantial
part of the events giving rise to Aasgaard’s claims arose in this District, and a substantial part of
the property that forms the subject of this action (i.e., Aasgaard’s trademarks and
startingstrengthonlinecoaching.com web domain) are situated in this District.
12. Venue is also proper pursuant to a mandatory forum selection clause in Section 18
of the License Agreement (defined below), which states: “The parties irrevocably submit to the
exclusive jurisdiction of the State and Federal courts of Texas[.]”
13. This Court has personal jurisdiction over ReynoldsStrong pursuant to Tex. Civ.
Prac. & Rem. Code § 17.042 because ReynoldsStrong contracted with Aasgaard, a Texas
resident, and the parties each were to perform the contract in whole or in part in Texas. This
Court also has personal jurisdiction over ReynoldsStrong because ReynoldsStrong sells products
and services that are the subject of this Complaint to customers located in Texas. This Court also
has personal jurisdiction over ReynoldsStrong pursuant to Section 18 of the License Agreement,
where ReynoldsStrong “irrevocably submit[ted]” to this Court’s jurisdiction.
FACTUAL BACKGROUND
I. Aasgaard Partnership develops Starting Strength, which becomes one of the most
influential brands in the fitness industry.
14. In 2005, Aasgaard Partnership published the first edition of its seminal book,
Starting Strength. Aasgaard Partnership subsequently published a second edition of Starting
Strength in 2007 and a third edition in 2011.
15. Starting Strength offers a simple, logical, and practical approach to strength
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training for people of nearly all ages, genders, abilities, athletic history, and body types. It
provides biomechanical and physiological explanations for different barbell lifts (including
diagrams, pictures, and illustrations to explain the lifts and the biomechanical and physiological
processes underlying each one), teaching methods for learning the lifts, and programming
guidance. Starting Strength is based on over 30 years of training and coaching experience by
Rippetoe, its author.
16. Starting Strength is arguably the most influential book on strength training that
has ever been written. The three editions of Starting Strength have sold hundreds of thousands
of copies worldwide in print, electronic, and audiobook format, with the bulk of the sales being
for the third edition. Starting Strength (3d ed.) has been translated into seven languages.
17. At one point, Starting Strength reached #23 on Amazon.com’s best-seller list for
all titles, and it is far and away the top selling barbell training book of all time. It currently
enjoys an average 4.8 out of 5 star rating on Amazon.com with over 1,500 customer reviews, and
has been lauded by numerous media outlets, including in The New York Times.
18. In addition to publishing and selling books, Aasgaard conducts up to fifteen
weekend-long seminars (“STARTING STRENGTH® Seminars”) each year at various locations
throughout the country to teach the coaching and lifting methods from Starting Strength and the
biomechanical and physiological foundations of coaching, lifting, and programming methods.
19. In addition to teaching the methods and intellectual foundations of Starting
Strength, STARTING STRENGTH® Seminars also are used to identify and certify a very
limited number of STARTING STRENGTH™ Coaches who demonstrate exceptional
proficiency in coaching ability. To-date, while thousands of individuals have attended the
STARTING STRENGTH® Seminars or their predecessor seminars since 2007, there are only
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approximately 120 active STARTING STRENGTH™ Coaches.
20. Aasgaard sells the Official STARTING STRENGTH® App for both iPhone and
Android devices at the Apple Store, Google Play, and Amazon.
21. As a further means of promoting its products and the STARTING STRENGTH™
methodology, Aasgaard runs two websites, www.startingstrength.com and
www.aasgaardco.com. In addition to providing a vehicle to purchase Aasgaard’s products and
services, the www.startingstrength.com website contains several different forums for visitors to
discuss various aspects of training, technique, and fitness goals, and it also frequently publishes
articles and videos written by Rippetoe, STARTING STRENGTH™ Coaches, and other
knowledgeable and highly-regarded members of the strength and conditioning industry. The
website receives over half a million sessions per month.
22. Between the books it publishes, the seminars it conducts, the coaches it certifies,
and the material that it provides on its website, Aasgaard has become a leading national authority
in matters relating to strength and conditioning. As a result, the Starting Strength Trademarks
have become highly valuable.
II. The STARTING STRENGTH Trademark
23. Aasgaard Partnership developed unique and inherently distinctive marks to
market and sell its books, seminars, and other products and services under the STARTING
STRENGTH brand.
24. Aasgaard Partnership also licensed the use of its distinctive marks and the
STARTING STRENGTH brand for use with certain approved products and services. These
licensing agreements were for purposes of augmenting and increasing the value and goodwill
associated with the STARTING STRENGTH brand.
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25. Since July 2018, Aasgaard has continued to market and sell books, seminars, and
other products and services under the STARTING STRENGTH brand, as well as license the
STARTING STRENGTH Trademark for use with certain approved products and services.
26. Aasgaard Partnership acquired federal trademark registrations issued by the U.S.
Patent and Trademark Office (“USPTO”) for its famous STARTING STRENGTH Trademark as
well as for several other word marks without any associated design (commonly referred to as
“word marks”), including:
Registered Trademark Registration No. and Goods and Services

Date
Digital media, audio and
video recordings, conducting
workshops and seminars,
4072828 providing a website for
STARTING STRENGTH educational and
December 20, 2011 entertainment purposes
relating to strength,
conditioning, and physical
fitness training
4263376
Providing fitness and
STARTING STRENGTH
exercise facilities
December 25, 2012
4357670 Computer applications and

STARTING STRENGTH software in field of health,
June 25, 2013 fitness, and exercise
5190583
Books in the field of physical
STARTING STRENGTH
fitness
April 25, 2017
27. Each of these trademark registrations is valid, in good standing, and in full force
and effect.
28. Federal trademark registration nos. 4072828, 4263376, and 4357670 for the
STARTING STRENGTH Trademark are incontestable pursuant to 15 U.S.C. § 1065.
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Accordingly, these registrations provide conclusive evidence of the validity of these
registrations, and exclusive right to use the trademarks in connection with the goods and services
specified in the registrations.
29. In addition to common law rights based on its longstanding use of the famous
STARTING STRENGTH Trademark in interstate commerce in the United States, Aasgaard has
a presumption of the exclusive, nationwide right to use the STARTING STRENGTH Trademark
dating back over a decade to July 21, 2009, the date the USPTO issued Registration No. 3657862
for the STARTING STRENGTH Trademark to Aasgaard Partnership.
30. Aasgaard—and prior to July 3, 2018, Aasgaard Partnership—also uses a variety
of other trademarks that incorporate the STARTING STRENGTH Trademark to sell products
and services and further increase the value of the STARTING STRENGTH brand. These
include STARTING STRENGTH™ Coaches, STARTING STRENGTH® Seminars,
STARTING STRENGTH® Camps, STARTING STRENGTH® Online Coaching, a
STARTING STRENGTH® Coach Development Program, and various other STARTING
STRENGTH™ products and services.
31. All of the foregoing trademarks, both registered and unregistered, were in effect
and being used well before ReynoldsStrong began using the STARTING STRENGTH
Trademark (and variations thereof) or marks confusingly similar to them.
32. Aasgaard and Aasgaard Partnership have continuously used one or more of the
STARTING STRENGTH Trademark in association with the sale of their products and services
since 2009.
33. Aasgaard markets and sells STARTING STRENGTH™ products and services
nationwide, and also licenses the STARTING STRENGTH Trademark for limited, approved
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products and services that, in Aasgaard’s business judgment, will increase the value and
goodwill associated with the Starting Strength brand.
34. Since 2009, Aasgaard Partnership and Aasgaard have generated millions of
dollars in revenue from sales of STARTING STRENGTH™ products and services (including
officially-licensed products and services) in the United States and worldwide.
35. STARTING STRENGTH™ products and services are sold through various
channels of trade, including but not limited to the following:
a. STARTING STRENGTH® books and videos (including Starting Strength),
seminars, and merchandise are directly sold through Aasgaard’s websites,
www.startingstrength.com and www.aasgaardco.com, as well as third-party
sites such as Amazon.com, ACX, Audible, and iTunes.
b. STARTING STRENGTH™ Coaches, who hold the STARTING
STRENGTH™ Coach credential issued by Aasgaard (or before July 3, 2018,
Aasgaard Partnership), can be located and contacted through another website
Aasgaard runs, www.startingstrength.org, by members of the public seeking
strength and conditioning coaching from a certified STARTING
STRENGTH™ Coach.
c. STARTING STRENGTH™ Coaches can be located and contacted through
another website Aasgaard runs, www.startingstrengthonlinecoaching.com, for
members of the public seeking strength and conditioning coaching from a
certified STARTING STRENGTH™ Coach through an online medium.
d. Aasgaard Partnership and Aasgaard also have recognized 18 STARTING
STRENGTH® Affiliate Gyms and has five franchisees committed to opening
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nine STARTING STRENGTH® Gyms. Two STARTING STRENGTH®
Gyms are open, and three more are scheduled to be opened by the end of
2019. All of these gyms are officially approved and licensed by Aasgaard and
are identified and hyperlinked at https://startingstrength.com/gyms/.
e. STARTING STRENGTH® books and videos are sold through Amazon.com.
36. Officially-licensed STARTING STRENGTH™ products and services—all of
which bear the STARTING STRENGTH Trademark or variations therof—also are sold through
third-party websites, including but not limited to the following:
a. STARTING STRENGTH® weight benches, power racks, and weight trees
are manufactured and sold by Texas Strength Systems at
www.texasstrengthsystems.com.
b. STARTING STRENGTH® barbells are manufactured by Buddy Caps and
sold by Texas Power Bars at www.texaspowerbars.com.
c. STARTING STRENGTH® weight belts are manufactured and sold by
Dominion Strength Training at www.dominionsstrengthtraining.com.
37. Aasgaard and Aasgaard Partnership have expended substantial time, money, and
resources marketing, advertising, and promoting the STARTING STRENGTH™ products and
services (whether directly provided by them or officially licensed to a third party) sold under the
distinctive STARTING STRENGTH Trademark throughout the United States and the world in a
variety of different forms and media.
38. Aasgaard Partnership and Aasgaard also have promoted the STARTING
STRENGTH Trademark and STARTING STRENGTH™ products and services through the
STARTING STRENGTH™ Facebook page (www.facebook.com/OfficialStartingStrength/) and
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Rippetoe’s Facebook page (https://www.facebook.com/mark.rippetoe.7/) since 2011. The
STARTING STRENGTH™ Facebook page has over 21,000 followers and Rippetoe’s Facebook
page has over 42,000 followers.
39. Aasgaard Partnership and Aasgaard also have promoted the STARTING
STRENGTH Trademark and STARTING STRENGTH™ products and services on the
STARTING STRENGTH™ Twitter Account (www.twitter.com/SS_strength) and Rippetoe’s
Twitter Account (https://twitter.com/CoachRippetoe) since 2011. The STARTING
STRENGTH™ Twitter Account has over 20,000 followers and has sent out nearly 3,700 tweets,
and Rippetoe’s Twitter Account has over 21,000 followers and has sent out 1,900 tweets.
40. Aasgaard also has promoted the STARTING STRENGTH™ Trademarks and
STARTING STRENGTH™ products and services on the STARTING STRENGTH™ Instagram
Account at www.instagram.com/startingstrength. The STARTING STRENGTH™ Instagram
Account has over 50,000 followers and has sent out nearly 900 posts.
41. Aasgaard also has promoted its STARTING STRENGTH Trademark and
STARTING STRENGTH™ products and services through a public STARTING STRENGTH™
group on Facebook, which has over 15,000 members.
(https://www.facebook.com/groups/StartingStrength/)
42. Aasgaard also has promoted the STARTING STRENGTH Trademark and
STARTING STRENGTH™ products and services on the STARTING STRENGTH™ YouTube
Channel at https://www.youtube.com/user/AasgaardCo since March 2009. The STARTING
STRENGTH™ YouTube Channel has over 154,000 subscribers, and its videos collectively have
more than 17.5 million views.
43. The STARTING STRENGTH brand and the Starting Strength Trademark also
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have been featured in numerous third-party publications, including The New York Times, Men’s
Health, The Guardian, and Muscle & Fitness.
44. Aasgaard’s intellectual property, including the STARTING STRENGTH
Trademark and copyrights that Aasgaard holds, are the lifeblood of Aasgaard’s (and before July
3, 2018, Aasgaard Partnership’s) business. Aasgaard’s value derives almost entirely from its
intellectual property. Accordingly, Aasgaard vigilantly and aggressively protects all of its
intellectual property rights, including the STARTING STRENGTH Trademark, against actual
and potential infringers.
45. As a result of Aasgaard’s and Aasgaard Partnership’s longstanding, continuous,
widespread, and exclusive use of the distinctive STARTING STRENGTH Trademark in
connection with the promotion and sale of STARTING STRENGTH™ products and services
(including officially-licensed products and services), publicity for the STARTING STRENGTH
Trademark through print and on-line materials, the recognition of the STARTING STRENGTH
Trademark throughout the United States, and the other efforts of Aasgaard and Aasgaard
Partnership noted above, Aasgaard owns valid and subsisting federal statutory and common law
rights to the STARTING STRENGTH Trademark and related marks (e.g., the SSOC
Trademark).
46. Furthermore, as a result of their distinctiveness and widespread use and promotion
throughout the United States, Aasgaard’s STARTING STRENGTH Trademark is a famous
trademark within the meaning of Section 43(c) of the Lanham Act, 15 U.S.C. 1125(c), and
became famous prior to ReynoldsStrong’s use of the STARTING STRENGTH Trademark and
marks confusingly similar.
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III. Aasgaard Partnership licenses its STARTING STRENGTH Trademark to

ReynoldsStrong.
47. In or around November 2016, Aasgaard Partnership and ReynoldsStrong
negotiated a STARTING STRENGTH Trademark License Agreement whereby ReynoldsStrong
was given the exclusive right to use the STARTING STRENGTH Trademark and a web domain
that Aasgaard Partnership owned, startingstrengthonlinecoaching.com (the “Domain Name”), in
connection with the marketing, promotion, and provision of online strength and fitness coaching
services provided by certified STARTING STRENGTH™ Coaches. An amended version of the
Starting Strength Trademark License Agreement was executed in April 2018, and remained in
operation until Aasgaard terminated it on June 11, 2019. A true and accurate copy of the April
2018 version of the license agreement (the “Agreement”) is attached as Exhibit A.
48. Under the Agreement, ReynoldsStrong would be able to exclusively market,
promote, and provide online strength and fitness coaching services using the STARTING
STRENGTH Trademark in the form of “Starting Strength Online Coaching” or “SSOC.”
ReynoldsStrong would also be able to exclusively use the startingstrengthonlinecoaching.com
domain name to market, promote, and provide such online services. In exchange,
ReynoldsStrong was to pay a 5 percent quarterly royalty on all revenue received.
49. On or about July 3, 2018, Aasgaard Partnership transferred, assigned, conveyed,
and sold all of its assets and property rights, tangible and intangible, to Aasgaard through a
written document, signed by Mark Rippetoe and Stef Bradford, titled “Assignment and Bill of
Sale.” The Assignment and Bill of Sale specifically identified as assets to be assigned and
transferred all intangible property rights, including all trademarks, the right to receive licensing
fees, and all revenue generated from licensing.
50. The Assignment and Bill of Sale was intended to sell, assign, and transfer all
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business assets and property (real, personal, and intangible), including all goodwill associated
with the Starting Strength brand, to Aasgaard.
51. As a result of the Assignment and Bill of Sale, since July 3, 2018, Aasgaard has
been the owner of the STARTING STRENGTH Trademark, including federal Trademark
Registration Nos. 4072828, 4263376, 4357670, and 5190583, as well as the assignee of all rights
and interests under the License Agreement. Pursuant to Fed. R. Civ. P. 8(d)(2) and (3), Aasgaard
Partnership is added as a plaintiff to the extent that it retains any ownership in or rights or
interests to the aforementioned trademarks or the License Agreement because the Assignment
and Bill of Sale is invalid, in whole or in part, or otherwise did not transfer trademark rights or
rights and interests under the License Agreement to Aasgaard as contemplated by the contracting
parties.
IV. ReynoldsStrong creates Barbell Logic, which it describes as a “co-brand” or “sister

brand” of SSOC.
52. Section 7(b) of the Agreement stated that ReynoldsStrong’s “[u]se of the Marks
within a DBA is acceptable only as ‘Starting Strength Online Coaching’ or ‘SSOC,’” and that
“use of the Marks may only be in connection with, or ancillary to, Licensee’s primary business
name.” Section 7(b) further prohibited ReynoldsStrong from “us[ing] the Marks as whole or part
of a domain name other than via the Domain Name [i.e., startingstrengthonlinecoaching.com]
use licensed herein.”
53. Section 7(b) of the Agreement is substantively identical to, and contains almost
exactly the same wording as, Section 7(b) of the previous licensing agreement executed in or
around November 2016.
54. In or around August 2017, ReynoldsStrong created the brand “Barbell Logic.”
55. ReynoldsStrong intended that Barbell Logic would be a content arm for SSOC,
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which included articles, podcasts, videos, and newsletters created by individuals working for
ReynoldsStrong.
56. Barbell Logic was created at least in part to increase traffic to SSOC, and thereby
result in greater revenue for ReynoldsStrong d.b.a. SSOC.
57. On or about December 20, 2018, Barbell Logic released a podcast entitled “SSOC
and The Shape of Things to Come.”
58. The December 20, 2018 podcast was entirely devoted to discussing SSOC,
including its relationship to Barbell Logic, the launching of the “SSOC Coaching Academy,” and
SSOC’s future outlook.
59. During the December 20, 2018 podcast, Ryan Matthew Reynolds, the sole
member of ReynoldsStrong, stated, among other things, that:
a. Barbell Logic was launching the “SSOC Coaching Academy”;
b. “we are never, ever breaking away from Starting Strength”;
c. “Barbell Logic is the content arm of Starting Strength Online Coaching.
Starting Strength Online Coaching is the service arm of Barbell Logic.
Barbell Logic and Starting Strength Online Coaching are co-brands—or better
yet, sister brands—of the parent brand Starting Strength.”
60. ReynoldsStrong consistently associated Barbell Logic with SSOC and treated the
two interchangeably. Among other things:
a. Barbell Logic’s podcasts all contained an introduction stating: “Barbell Logic,
brought to you by Starting Strength Online Coaching.”
b. Barbell Logic’s newsletters—which included advertisements for Barbell
Logic products (including Barbell Logic training camps)—were designated as
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originating from “Starting Strength Online Coaching,” were represented as
being copyrighted by “Starting Strength Online Coaching,” and contained
contact information for SSOC at the bottom of each newsletter. The
following is one example:
c. The SSOC Instagram account run by ReynoldsStrong used the Barbell Logic
logo at the bottom of its posts, with “startingstrengthonlinecoaching” written
next to it. The following is one example:
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d. Barbell Logic’s website pages—including the coloring, layout, font type and
size, and links—were indistinguishable from SSOC’s website pages. Both
Barbell Logic’s and SSOC’s website pages displayed Barbell Logic’s light
bulb icon.
e. Barbell Logic products—including Barbell Logic training camps—were sold
through the SSOC webpage and Domain Name.
f. Barbell Logic provided online “Barbell Logic Online Coaching Client
Spotlights,” which was intended to share the experiences of SSOC clients. It
subsequently changed the spotlights to “SSOC Online Coaching Spotlights.”
g. Upon information and belief, ReynoldsStrong repeatedly referred to Barbell
Logic and SSOC being related or co-brands in internal postings to then-SSOC
clients and employees.
61. Upon information and belief, ReynoldsStrong ran all revenues from both SSOC
and Barbell Logic through a single business account held by ReynoldsStrong.
62. Upon information and belief, ReynoldsStrong ran all payments for both SSOC
and Barbell Logic sales and products through a single payment portal held by ReynoldsStrong.
63. Upon information and belief, ReynoldsStrong commingled all SSOC and Barbell
Logic revenues and expenses.
64. Upon information and belief, ReynoldsStrong reported all SSOC and Barbell
Logic revenues and expenses on the same federal and state tax forms.
65. Because of ReynoldsStrong’s treatment of Barbell Logic and SSOC as part of the
same single business enterprise, the public associated Barbell Logic with SSOC, and vice versa.
66. Among other things, members of the public used “Barbell Logic” and “SSOC”
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interchangeably, provided testimonials for the “Barbell Logic online coaching program” while it
was still being run as SSOC, and suggested that individuals could find a STARTING
STRENGTH™ Coach for online coaching with “Barbell Logic.”
67. Even though ReynoldsStrong’s license to use Aasgaard’s trademarks has been
terminated since June 11, 2019, members of the public still associate “Barbell Logic” with
“SSOC,” and even refer to the two interchangeably, even though SSOC is now being run
exclusively by Aasgaard, and SSOC and Barbell Logic are not affiliated with each other.
V. The Coaching Academy.
68. In or around October 2018, ReynoldsStrong launched the “SSOC Coaching
Academy.”
69. The stated SSOC Coaching Academy Mission was “to provide a structured,
comprehensive, high quality education and internship program that allows SSOC to identify,
educate, and train future Starting Strength Coaches and SSOC Staff Coaches.”
70. The SSOC Coaching Academy also included a “Pathway from Student to SSOC
Coach.” Under the Pathway, a student would first complete the Education Program and a limited
number of those students would be invited to become an SSOC Intern. Once an intern obtained a
STARTING STRENGTH™ Coach certification from Aasgaard, he or she would become an
SSOC Staff Coach.
71. The Pathway was intended to serve as a pipeline to recruit future SSOC
employees.
72. ReynoldsStrong created a downloadable pdf document describing the SSOC
Coaching Academy, which was available on the SSOC website through at least February 2019.
A true and accurate copy of the pdf document is attached as Exhibit B.
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73. The document’s cover page is titled “Coaching Academy.” At the bottom of the
title page, the Barbell Logic light bulb icon and the words “Starting Strength Online Coaching”
are prominently displayed.
74. Aside from the title page and table of contents, the document is nine pages long.
The document uses the phrase “Starting Strength Online Coaching” 3 times and the acronym
“SSOC” 57 times.
75. Based on ReynoldsStrong’s representations regarding the SSOC Coaching
Academy and the manner in which the SSOC Coaching Academy was presented to the public,
members of the public, SSOC Coaching Academy students, and SSOC employees referred to the
program as the “SSOC Coaching Academy” and assumed that it was part of SSOC.
76. ReynoldsStrong represented to Aasgaard Partnership and Aasgaard that the SSOC
Coaching Academy was part of SSOC.
77. In fact, on October 3, 2018, ReynoldsStrong attempted to post an announcement
on the STARTING STRENGTH™ forum run by Aasgaard entitled “Introducing the SSOC
COACHING ACADEMY,” the first sentence of which said “We’re excited to announce the
launch of the Starting Strength Online Coaching’s COACHING ACADEMY!” The
announcement also included weblinks to the startingstrengthonlinecoaching.com domain.
78. Based on ReynoldsStrong’s representations, on November 28, 2018, Aasgaard
made a post on its forum at www.startingstrength.com that identified the “SSOC Coaching
Academy” as a potential way of helping individuals become better coaches and potentially
become a STARTING STRENGTH™ Coach, noted that “SSOC has already started with the
Coaching Academy and their internship program,” and provided a website link to the “SSOC
Coaching Academy page,” which ReynoldsStrong placed on the
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startingstrengthonlinecoaching.com domain.
79. ReynoldsStrong never told Aasgaard that Aasgaard’s November 28, 2018 post
was inaccurate, or that the SSOC Coaching Academy was not part of SSOC.
VI. Aasgaard terminates the Agreement due to ReynoldsStrong’s failure to cure

breaches of the Agreement.
Aasgaard discovers ReynoldsStrong’s breaches of the Agreement
80. In early February 2019, Aasgaard became suspicious that ReynoldsStrong did not
accurately report revenues earned from SSOC for purposes of paying the royalty for the fourth
quarter of 2018.
81. It also appeared that ReynoldStrong was not including SSOC Coaching Academy
revenues given the similarity of revenues to the previous quarter, and given Mr. Reynolds’s
representation during a phone call that over 100 individuals were enrolled in the SSOC Coaching
Academy at $179 per month, which revenues did not appear to be accounted for in the royalty
payments.
82. In February 2019, Aasgaard learned that ReynoldsStrong was not reporting as
revenue SSOC coaches who purchased SSOC online coaching. Specifically, if an SSOC coach
also purchased online coaching from SSOC, rather than report the SSOC coach’s purchase of
online coaching as revenue, ReynoldsStrong deducted the SSOC coach’s purchase from the
SSOC coach’s paycheck. This created both an artificially lower paycheck to the SSOC coach
and also underreported revenue from purchases of SSOC online coaching.
83. ReynoldsStrong did not disclose this business practice to Aasgaard Partnership or
Aasgaard prior to Aasgaard’s discovery of it.
84. On February 6, 2019, after being confronted with the discrepancy,
ReynoldsStrong admitted in writing to Aasgaard that “95% of SSCs [Starting Strength Coaches
20
working for SSOC] who get coaching at SSOC just have it taken out of their pay checks and
added to the coaches’ paycheck. . . . But that $$ never comes in or counts as revenue.”
85. Aasgaard also learned that some individuals who received SSOC online coaching
were not being reported as revenue at all.
86. Despite requests for clarification from Aasgaard, ReynoldsStrong never explained
why some individuals receiving SSOC online coaching were omitted from revenue statements
entirely.
87. ReynoldsStrong additionally kept providing inconsistent revenue statements to
Aasgaard for purposes of royalty payments.
a. On or about February 8, 2019, ReynoldsStrong sent Aasgaard an IRS Form
1099 for royalty payments made to Aasgaard in 2018. The royalty payments
reported on the IRS Form was inconsistent with the royalty amounts that
Aasgaard actually received through checks throughout 2018. Specifically,
Aasgaard had received checks in the total amount of $67,336.49 in 2018,
whereas the Form 1099 sent to the IRS claimed that Aasgaard had received
$77,546.77 in 2018.
b. Aasgaard expressed concern to ReynoldsStrong that the IRS was being given
incorrect information, which could result in additional tax liability or an audit.
c. In response to Aasgaard’s concern, ReynoldsStrong sent an email on February
13, 2019, providing a total revenue number and the total royalty owed from
December 1, 2017 through September 30, 2018, which royalty was $68,000.
d. Shortly thereafter, on February 15, 2019, ReynoldsStrong sent another email
to Aasgaard that stated the total revenue from December 1, 2017 through
21
September 30, 2018 was nearly $70,000 lower than the revenue amount
reported in ReynoldsStrong’s February 13 email.
88. On February 11, 2019, ReynoldsStrong informed Aasgaard that it would not
include revenue from Barbell Logic or its self-titled “SSOC Coaching Academy” in the royalties
due for SSOC under the Agreement.
89. Subsequently in February 2019, ReynoldsStrong re-titled the “SSOC Coaching
Academy” as the “Coaching Academy,” and moved it from the Domain Name to Barbell Logic’s
domain.
90. Section 1(a) of the Agreement states that the license granted to ReynoldsStrong
applies to use of Marks and the Domain Name “in association with the marketing, promotion and
provision of online strength and fitness coaching services.”
91. Section 3 of the Agreement states that the license for the Marks and Domain
Name “is for use only with fitness and exercise coaching services as described herein.”
92. Despite being moved to a Barbell Logic website, the Coaching Academy was still
a part of the SSOC business run by ReynoldsStrong and still fell under the Agreement per
Sections 1(a) and 3. Among other things:
a. The Coaching Academy was still featured on the SSOC website homepage,
and continued to be directly accessible from the SSOC website.
b. The Coaching Academy was purchased through the SSOC store, which used
the startingstrengthonlinecoaching.com Domain Name and displayed at the
bottom “©2019 Starting Strength Online Coaching” text and SSOC support
email addresses.
22
c. Questions about the Coaching Academy directed to an
@ssonlinecoaching.com email address.
d. The Coaching Academy Facebook page still had links to SSOC.
e. The Coaching Academy webpages were indistinguishable from SSOC
webpages, including through use of the same color scheme, graphics, and the
Barbell Logic light bulb icon.
f. Aside from a domain name change, the Coaching Academy webpages were
identical in all respects to the Coaching Academy webpages when they were
on the startingstrengthonlinecoaching.com Domain Name.
g. SSOC sold a “Club Coaching” option, where online coaching services would
be provided by Coaching Academy participants rather than STARTING
STRENGTH™ Coaches, and therefore was less expensive than normal online
coaching from SSOC.
h. The Coaching Academy still utilized the same “Pathway” to increase its
employees and, therefore, increase the number of clients it could serve,
whereby some Coaching Academy students would be invited to become
SSOC Interns, and then were guaranteed a job as an SSOC Staff Coach once
they received their STARTING STRENGTH™ Coach certification.
93. Even after the Coaching Academy was re-named and portions of it were placed
on Barbell Logic’s webpages, members of the public still associated the Coaching Academy with
SSOC.
94. Coaching Academy students, even as late as May 2019, referred to the Coaching
Academy as the “SSOC Coaching Academy.”
23
95. Upon information and belief, in October 2019, ReynoldsStrong was still
representing the Coaching Academy as a preparation course for obtaining the STARTING
STRENGTH™ Coach certification.
96. Notwithstanding the foregoing disputes of what revenue should or should not be
included in royalties under the Agreement, ReynoldsStrong admitted that it owed two amounts to
Aasgaard (collectively referred to herein as the “Undisputed Amounts Owed”):
a. On February 11, 2019, ReynoldsStrong admitted in writing to Aasgaard that it
still owed Aasgaard $615.92 for the royalty for the fourth quarter of 2018.
b. On April 30, 2019, ReynoldsStrong provided in writing to Aasgaard an
alleged revenue breakdown summary for revenues received in the first quarter
of 2019. ReynoldsStrong acknowledged in his email that at least $23,627.25
was owed for the first quarter of 2019.
97. As presented by ReynoldsStrong, the Undisputed Amounts Owed were derived
solely from SSOC coaching revenues as calculated by ReynoldsStrong, and represented a floor
of the amounts owed for the fourth quarter of 2018 and the first quarter of 2019. They did not
include Barbell Logic or SSOC Coaching Academy revenues, nor did they account for the
discrepancies in revenue that Aasgaard had identified (such as not including individuals
receiving SSOC online coaching as revenue). The Undisputed Amounts Owed were therefore
owed irrespective of whether Barbell Logic or SSOC Coaching Academy revenues fell under the
Agreement or not, and irrespective of whether ReynoldsStrong was under-reporting revenue as
Aasgaard believed.
Aasgaard sends ReynoldsStrong two notices of breach under the Agreement.
98. Section 11(b) of the Agreement states that if ReynoldsStrong (operating as SSOC)
24
violates any of its material obligations under the Agreement, Aasgaard “shall have the right to
terminate the License hereby granted to such party upon thirty days’ notice in writing, and such
notice of termination shall become effective unless such party shall completely remedy the
violation within the thirty-day period.”
99. Section 1(d) of the Agreement similarly states that Aasgaard “may terminate this
Agreement by written notice to [ReynoldsStrong] if [ReynoldsStrong] breaches any of its
material obligations under this Agreement and fails to cure such breach within 30 days after
receiving written notice of such breach from Licensor.”
100. On May 7, 2019, pursuant to Sections 1(d) and 11(b) of the Agreement, Aasgaard
provided two written notices of breach to ReynoldsStrong.
101. The written notices of breach satisfied all requirements and conditions precedent
under the Agreement.
102. The first written notice of breach concerned ReynoldsStrong’s failure to pay the
Undisputed Amounts Owed for the fourth quarter of 2018 and the first quarter of 2019. As of
May 7, ReynoldsStrong had failed to pay any of the royalty amounts owed for the first quarter of
2019, and did not pay the $615.92 that ReynoldsStrong previously admitted were owed for the
fourth quarter of 2018. A true and accurate copy of this notice is attached as Exhibit C.
103. The second written notice of breach concerned a series of issues relating to
ReynoldsStrong’s revenue calculations for purposes of establishing the royalty owed to Aasgaard
and with ReynoldsStrong’s impermissible mixing of its own brand, Barbell Logic, with Starting
Strength Online Coaching/SSOC, in the manners described in the foregoing paragraphs. A true
and accurate copy of this notice is attached as Exhibit D.
104. Under Sections 1(d) and 11(b) of the Agreement, ReynoldsStrong had 30 days, or
25
until 11:59pm on June 6, 2019, to completely remedy the breaches identified in the two May 7
communications, or else Aasgaard could terminate the Agreement upon written notice.
ReynoldsStrong does not cure the breaches identified by Aasgaard within the 30-day
cure period under the Agreement, or even pay the amounts that ReynoldsStrong
admitted were owed to Aasgaard.
105. ReynoldsStrong’s counsel attempted to contact Aasgaard’s counsel by telephone
on May 7, 2019, regarding the first notice of breach. Aasgaard’s counsel was unavailable at the
time, and ReynoldsStrong’s counsel left a voicemail.
106. On May 8, 2019, Aasgaard’s counsel attempted to contact ReynoldsStrong’s
counsel by return telephone call. ReynoldsStrong’s counsel did not answer the phone, and thus
Aasgaard’s counsel left a voicemail.
107. ReynoldsStrong did not attempt to contact Aasgaard in any manner until 27 days
later, on June 4, 2019.
108. Counsel for Aasgaard and ReynoldsStrong spoke on June 4, 2019, to discuss
potential resolution to the outstanding disputes.
109. During the June 4, 2019 telephone conversation, Aasgaard reiterated the need for
ReynoldsStrong to pay the Undisputed Amounts Owed.
110. On June 6, 2019, Aasgaard sent ReynoldsStrong a letter setting forth its position
on resolving the disputes in light of what was discussed during the June 4 telephone
conversation. A true and accurate copy of the June 6 letter is attached as Exhibit E.
111. Among other things, the June 6 letter stated that the amounts that the Undisputed
Amounts Owed for the fourth quarter of 2018 and the first quarter of 2019 were overdue, and
“[t]hose amounts must be paid immediately.”
112. The June 6 letter also stated that ReynoldsStrong needed to “promptly” address
26
the issues raised pertaining to revenue calculation and the separation of Barbell Logic from
Starting Strength Online Coaching/SSOC.
113. By the end of June 6, 2019, after the 30-day cure period under the Agreement had
passed, ReynoldsStrong still had not remedied any of the breaches identified in either of the
written notices of breach from May 7, 2019. Among other things, ReynoldsStrong had paid no
money whatsoever to Aasgaard for royalties owed for the first quarter of 2019, and it still had not
paid the $615.92 owed for the fourth quarter of 2018. Aasgaard thus could terminate the
Agreement upon written notice pursuant to Sections 1(d) and 11(b).
114. Having received no response to its June 6 letter, counsel for Aasgaard contacted
counsel for ReynoldsStrong by telephone on June 10, 2019.
115. During the June 10, 2019 phone conversation, Aasgaard’s counsel stated, among
other things, that the Undisputed Amounts Owed must be paid immediately.
116. During the June 10, 2019 phone conversation, ReynoldsStrong’s counsel stated
that a portion of the Undisputed Amounts Owed ($21,113.33) were being held in escrow.
ReynoldsStrong’s counsel requested that Aasgaard’s counsel forward his law firm’s wire transfer
instructions no later than 3:00pm CST/4:00pm EST so that the $21,113.33 could be wire
transferred.
117. As requested, Aasgaard’s counsel sent wiring instructions to ReynoldsStrong’s
counsel at 2:49pm CST/3:49pm EST, 9 minutes after the call ended. A true and accurate copy of
this communication (aside from redactions of account number information) is attached as
Exhibit F.
118. By 4:00pm CST/5:00pm EST the next day, on June 11, 2019, ReynoldsStrong
still had not wire transferred any money to Aasgaard.
27
Aasgaard terminates the Agreement due to ReynoldsStrong’s failure to pay undisputed

amounts owed, despite repeated requests.
119. As of June 11, 2019, ReynoldsStrong had not paid any of the Undisputed
Amounts Owed, either for the balance ReynoldsStrong admitted was still owed for the fourth
quarter of 2018 or any of the royalty owed for the first quarter of 2019.
120. ReynoldsStrong did not pay any of the Undisputed Amounts Owed even after
receiving express demands to pay the Undisputed Amounts Owed in a notice of breach on May
7, an oral demand on June 4, a letter on June 6, another oral demand on June 10, and Aasgaard
providing wire transfer instructions on June 10, 2019 per ReynoldsStrong’s request.
121. On June 11, 2019, at 4:08pm CST/5:08pm EST, Aasgaard terminated the
Agreement through written notice to ReynoldsStrong. A true and accurate copy of this
communication is attached as Exhibit G.
122. The June 11, 2019 notice of termination sent by Aasgaard expressly stated: “You
are to cease use of any and all The Aasgaard Company trademarks in any capacity in association
with any and all of your business activities.”
123. Upon termination, Aasgaard took back control of the
startingstrengthonlinecoaching.com Domain Name and then, using the Domain Name and the
STARTING STRENGTH Trademark, began marketing, promoting, and providing online
strength and fitness coaching services by certified STARTING STRENGTH™ Coaches under
the name “Starting Strength Online Coaching” or “SSOC.”
124. Aasgaard continues to provide online strength and fitness coaching services
through www.startingstrengthonlinecoaching.com.
125. After the Agreement was terminated, ReynoldsStrong continued to market,
promote, and provide online strength and fitness coaching services through its Barbell Logic
28
brand, under the name “Barbell Logic Online Coaching” or “BLOC.”
126. Because both SSOC and BLOC provide online strength and fitness coaching
services, they are competing businesses.
VII. Even after the Agreement was terminated, ReynoldsStrong continued to use
Aasgaard’s trademarks without permission.
127. On information and belief, ReynoldsStrong created the domain name
ssonlinecoaching.com on or about October 25, 2016.
128. At some point on or after October 25, 2016, ReynoldsStrong also created the
subdomain forum.ssonlinecoaching.com.
129. At some point after October 25, 2016, ReynoldsStrong set the domain name
ssonlinecoaching.com to automatically redirect to the startingstrengthonlinecoaching.com
Domain Name.
130. ReynoldsStrong also created email addresses ending in @ssonlinecoaching.com
so its employees could communicate with online coaching clients and to market, promote, and
provide online strength and fitness coaching services. Those email addresses were provided on
the startingstrengthonlinecoaching.com website.
131. In its May 7, 2019 notice of breach, Aasgaard stated that “[y]ou need to terminate
the ssonlinecoaching.com domain. This is confusingly similar to our trademark and the SSOC
domain, which is being licensed to you.”
132. Aasgaard’s demand to terminate the ssonlinecoaching.com domain name was
based on the fact that the ssonlinecoaching.com domain name was substantially similar to the
Domain Name, the STARTING STRENGTH Trademark, and the SSOC Trademark, and was not
permitted under Sections 1(b) and 7(b) of the Agreement.
133. Despite Aasgaard’s May 7, 2019 demand, ReynoldsStrong did not terminate the
29
ssonlinecoaching.com domain.
134. Section 12 of the Agreement states, among other things, that if the Agreement is
terminated, ReynoldsStrong “will refrain from further use of the Marks or Domain Name . . . or
anything deceptively similar to the Marks in connection with the provision of
[ReynoldsStrong’s] services.”
135. After Aasgaard terminated the Agreement on June 11, 2019, ReynoldsStrong still
did not terminate the ssonlinecoaching.com domain.
136. Instead, ReynoldsStrong caused the ssonlinecoaching.com domain to
automatically re-direct to Barbell Logic’s own online store. Thus, if a member of the public
were to type “ssonlinecoaching.com” into a web browser, they would be taken not to Starting
Strength Online Coaching being operated by Aasgaard, but rather Barbell Logic being operated
by ReynoldsStrong.
137. Additionally, after June 11, 2019, if an individual performed a search using the
Google search engine for “SS Online Coaching,” Barbell Logic appeared as the top search hit.
138. The @ssonlinecoaching.com email addresses were not terminated, and continued
to be used for ReynoldsStrong’s business activities in connection with Barbell Logic and BLOC.
Specifically, any emails sent to an individual @ssonlinecoaching.com would be automatically
forwarded to that individual’s Barbell Logic email.
139. ReynoldsStrong also continued to use the STARTING STRENGTH Trademark,
including, but not limited to, as “Starting Strength,” “Starting Strength Online Coaching,” and
“SSOC,” even after the Agreement was terminated, and despite Aasgaard’s express demand on
June 11, 2019 that Barbell Logic cease use of any of Aasgaard’s trademarks.
140. As just a few examples, ReynoldsStrong continued to use Aasgaard’s trademarks,
30
or marks deceptively similar to Aasgaard’s trademarks, in the following manner:
a. ReynoldsStrong continued to use the ssonlinecoaching.com domain name,
which was intentionally automatically redirected to Barbell Logic’s store. As
described further below, the ssonlinecoaching.com domain name continued to
be active until, at the earliest, July 15, 2019, when Aasgaard threatened to file
suit if it was not taken down.
b. ReynoldsStrong continued to use the @ssonlinecoaching.com email addresses
in its business activities. As described further below, the
@ssonlinecoaching.com email addresses continued to be active and used until
at least July 15, 2019, when Aasgaard threatened to file suit if they were not
terminated.
c. ReynoldsStrong did not amend or terminate its registration of “Starting
Strength Online Coaching” as a fictitious name with the Missouri Secretary of
State, and it never registered “Barbell Logic” or “Barbell Logic Online
Coaching” with the Missouri Secretary of State as a fictitious name.
d. Barbell Logic runs two YouTube channels: the “Barbell Logic” channel and
the “Barbell Logic Online Coaching” channel.
e. The Barbell Logic Online Coaching channel still featured a video titled
“Starting Strength Online Coaching!”, which is an advertisement for SSOC,
and a photograph from a STARTING STRENGTH® Seminar run by
Aasgaard. A July 29, 2019 screenshot of the Barbell Logic Online Coaching
YouTube channel page with the infringing video is below:
31
f. The first sentence of the Barbell Logic Online Coaching channel description
continued to read: “Starting Strength Online Coaching provides high-touch,
personalized online coaching from Starting Strength Coaches,” and the
description twice used the acronym “SSOC.”
g. All videos except for one on the Barbell Logic Online Coaching channel
contained either an introductory or concluding screen displaying “Starting
Strength Online Coaching” or a “SSOC” logo, or a “Starting Strength Online
Coaching” watermark. Examples of the screens and watermark are below:
32
33
h. At least 190 Barbell Logic podcasts featured on Barbell Logic’s website and,
separately, on the Barbell Logic YouTube channel continued to include an
introduction stating “Barbell Logic, brought to you by Starting Strength
Online Coaching.”
i. The content of many of these 190 podcasts also contained references to
“Starting Strength Online Coaching” or “SSOC.”
j. The Barbell Logic YouTube channel continued to include a December 20,
2018 video entitled “SSOC and The Shape of Things to Come,” which was
exclusively about “Starting Strength Online Coaching” or “SSOC.”
k. The Barbell Logic YouTube channel continued to include a January 8, 2019
video advertising “Nutrition Coaching.” This video explicitly referred to
“Starting Strength Online Coaching.”
https://www.youtube.com/watch?v=XFTyCsHFc0E
34
141. As a result of the continued use of the STARTING STRENGTH Trademark,
“Starting Strength Online Coaching,” and “SSOC” in its YouTube videos, the Barbell Logic
Online Coaching YouTube channel and its videos continued to be the top result for a YouTube
search for “starting strength online coaching.”
142. ReynoldsStrong’s continued use of the ssonlinecoaching.com domain name and
Aasgaard’s trademarks violated Section 12 of the Agreement, which states that after the
Agreement is terminated, ReynoldsStrong is prohibited from using “anything deceptively similar
to the Marks in connection with the provision of such Licensee’s services,” and that
ReynoldsStrong must change its website’s DNS and URL “to some other domain name that is
not infringing of Licensor’s [Aasgaard’s] rights and in no way uses the Marks or the use of
‘Starting Strength’ in its promotion or marketing of its website or services.”
VIII. Aasgaard again demands that ReynoldsStrong cease use of Aasgaard’s trademarks,
but ReynoldsStrong continues to use them anyways.
143. On July 15, 2019, at 12:47pm EST, Aasgaard sent a letter to ReynoldsStrong. A
true and accurate copy of this letter is attached as Exhibit H.
144. The letter demanded that ReynoldsStrong cease use of the ssonlinecoaching.com
domain, and that ReynoldsStrong confirm within 24 hours that the domain had been terminated.
145. The letter also demanded that ReynoldsStrong “cease any further use of ‘SSOC,’
‘Starting Strength Online Coaching,’ or any other substantially similar label in all of its
materials, including but not limited to the BBL [Barbell Logic] website and BBL’s social media
channels, third-party platforms, and advertising. At minimum, this would require deleting any
videos, articles, or podcasts that discuss SSOC as a subject matter, and editing other videos,
articles, or podcasts to remove references to ‘SSOC’ or ‘Starting Strength Online Coaching.’”
146. The letter stated that removal of STARTING STRENGTH Trademarks should be
35
completed no later than July 31, 2019, but also stated that “[i]f we see a lack of substantial and
timely progress, we will take all necessary action to protect Aasgaard’s intellectual property,
which may include take-down notices, legal actions for injunctive relief, and/or Aasgaard
asserting ownership over the infringing materials.”
147. Separate and apart from its cease and desist demands, the letter proposed a
settlement of outstanding amounts due under the Agreement. The letter stated: “we ask that you
respond to our offer no later than one week, or by the close of business on July 22.” (emphasis
added)
148. As of 1:00pm EST on July 16, 2019, ReynoldsStrong had not confirmed that it
terminated the ssonlinecoaching.com domain. Accordingly, Aasgaard sent an email to
ReynoldsStrong asking if ReynoldsStrong had terminated the ssonlinecoaching.com domain
name.
149. At 3:21pm EST on July 16, 2019, ReynoldsStrong sent a response. The response
confirmed that the ssonlinecoaching.com domain was “now a complete deadend in that it does
not redirect to any other domain, etc.” However, it also said, among other things, that:
a. Aasgaard’s 24-hour deadline to terminate the ssonlinecoaching.com domain
was “unreasonable and designed for the sole purpose of creating new issues.”
b. “‘ssonlinecoaching.com’ is a domain owned by Mr. Reynolds and was utilized
with consent and pursuant to the prior license agreement.”
c. “Since June 13, 2019, all email extensions associated with the domain
‘ssonlinecoaching.com’ were terminated.”
150. The response further said that ReynoldsStrong would respond to the other points
raised in Aasgaard’s July 15, 2019 letter “through separate correspondence.”
36
151. Aasgaard sent a response email on July 17, 2019. In addition to thanking
ReynoldsStrong for providing the requested confirmation relating to termination of the
ssonlinecoaching.com domain, Aasgaard’s response noted that some of the factual statements in
ReynoldsStrong’s email were incorrect. Specifically:
a. Termination of the ssonlinecoaching.com domain was not a “new issue,” as
Aasgaard first demanded on May 7, 2019 that the ssonlinecoaching.com
domain and related subdomains be terminated.
b. The ssonlinecoaching.com domain was not used with consent.
c. ssonlinecoaching.com email addresses were not terminated as of June 13,
2019. To the contrary, @ssonlinecoaching.com emails continued to forward
to Barbell Logic employees through at least July 15, 2019. Further, Barbell
Logic employees responded to emails sent to @ssonlinecoaching.com email
addresses between June 11, 2019 and July 15, 2019.
A true and accurate copy of this correspondence is attached as Exhibit I.
152. Further, the prior license agreement makes no reference to ssonlinecoaching.com
being a permissible domain. The prior license agreement only makes reference to the
startingstrengthonlinecoaching.com domain, and Section 7(b) states: “Licensee may not use the
Mark as whole or part of a domain name other than via the Domain Name use licensed herein.”
VI. ReynoldsStrong refuses to stop using Aasgaard’s STARTING STRENGTH

Trademarks.
153. On Monday, July 22, 2019, Aasgaard did not receive a response from
ReynoldsStrong regarding any of the other issues raised in Aasgaard’s July 15, 2019 letter.
154. On July 23, 2019, Aasgaard asked ReynoldsStrong when it could expect a
response.
37
155. On July 24, 2019, ReynoldsStrong responded that a response would be
forthcoming on Monday, July 29. A true and accurate copy of Aasgaard’s July 23, 2019 email
and the July 24 response is attached as Exhibit J.
156. Aasgaard received no response on July 29, 2019, orally or in writing.
157. Even after receiving the July 15, 2019 letter, ReynoldsStrong continued to use
Aasgaard’s trademarks and marks deceptively similar to Aasgaard’s trademarks in its Barbell
Logic and Barbell Logic Online Coaching business.
158. As just a few examples:
a. ReynoldsStrong still had not terminated or amended its registration of
“Starting Strength Online Coaching” as a fictitious name with the Missouri
Secretary of State, nor has it registered “Barbell Logic” or “Barbell Logic
Online Coaching” as fictitious names with the Missouri Secretary of State.
b. The Barbell Logic Online Coaching channel still featured the “Starting
Strength Online Coaching!” video and a photograph of a STARTING
STRENGTH® Seminar.
c. The first sentence of the Barbell Logic Online Coaching channel description
still read: “Starting Strength Online Coaching provides high-touch,
personalized online coaching from Starting Strength Coaches,” and the
description still used “SSOC” on two occasions.
d. All videos (except for one) on the Barbell Logic Online Coaching channel
continued to contain either an introductory or concluding screen displaying
“Starting Strength Online Coaching” or a “SSOC” logo, or a “Starting
Strength Online Coaching” watermark.
38
e. 190 Barbell Logic podcasts featured on the Barbell Logic channel still
included an introduction referencing “Barbell Logic, brought to you by
Starting Strength Online Coaching.” The video podcasts appeared to be
completely unchanged from when they were first published on the Barbell
Logic channel.
f. Many of those 190 Barbell Logic podcasts, on both the Barbell Logic
webpage and Barbell Logic channel, continued to reference “Starting Strength
Online Coaching” or “SSOC.”
g. The Barbell Logic channel still included a January 8, 2019 video advertising
“Nutrition Coaching” that explicitly refers to “Starting Strength Online
Coaching.”
h. At least 21 videos continued to display text representing Barbell Logic
individuals as being associated with “Starting Strength Online Coaching” or
“SSOC.” An example is below:
39
i. At least 31 videos continued to display the “Starting Strength Online
Coaching” logo on walls, t-shirts, and other forms of branded advertising.
159. 190 Barbell Logic podcasts featured on Barbell Logic’s webpage were modified
to begin with a new introduction: “Quick Disclaimer: We’ve rebranded as Barbell Logic Online
Coaching. At the time this podcast was recorded, our service was called Starting Strength
Online Coaching, and there may be reference to that brand in this podcast episode. But fear not,
we are still the same team of expert coaches providing personalized and dedicated online
coaching for our clients, but now as Barbell Logic Online Coaching.”
160. The disclaimer in the previous paragraph was not incorporated into any podcast
episodes on the Barbell Logic YouTube channel.
161. Thus, any individuals who listen to Barbell Logic’s podcasts through the Barbell
Logic YouTube channel would not hear the disclaimer.
162. The disclaimer on the Barbell Logic podcasts available on the Barbell Logic
webpage was materially misleading because it casts the change from SSOC to BLOC as a mere
“rebranding,” rather than because Aasgaard terminated ReynoldsStrong’s license to provide
products and services under the auspices of the STARTING STRENGTH brand and the
STARTING STRENGTH Trademarks. The disclaimer also was materially misleading because it
did not explicitly state that BLOC was no longer associated with the STARTING STRENGTH
brand, the STARTING STRENGTH Trademark, or Aasgaard. This omission was especially
significant given that references to “Starting Strength Online Coaching” or “SSOC” still
occurred in the podcasts.
163. The Barbell Logic YouTube channel created a new written video description,
which read: “NEW NAME, SAME SERVICE! We have rebranded to Barbell Logic Online
40
Coaching! We are still the same team of Starting Strength Coaches providing personalized and
dedicated services for lifters around the world. We are excited to continue working with Starting
Strength to spread the importance of strength training through in-person and online coaching and
educational pursuits. Thank you all for your continued support of Barbell Logic. We are
looking forward to seeing what this next chapter has in store for us!”
164. The Barbell Logic YouTube video description was materially misleading because
it cast the name change as mere “rebranding” but otherwise was the “SAME SERVICE!” It also
was materially misleading in stating that Barbell Logic would “continue working with Starting
Strength,” which suggested and represented that Barbell Logic was part of the STARTING
STRENGTH brand owned by Aasgaard. The disclaimer also was materially misleading
because it did not explicitly state that BLOC was no longer associated with the STARTING
STRENGTH brand or the STARTING STRENGTH Trademarks. This omission was especially
significant given that every YouTube video containing the disclaimer began with the
introduction “Barbell Logic, brought to you by Starting Strength Online Coaching,” and that
many made references to “Starting Strength Online Coaching” or “SSOC.”
165. By continuing to infringe on Aasgaard’s trademarks, including the STARTING
STRENGTH Trademark, and by continuing to suggest that Barbell Logic is affiliated with the
STARTING STRENGTH brand, ReynoldsStrong was competing unfairly against Aasgaard by
seeking to confuse customers and trade on the reputation and goodwill that Aasgaard had
previously developed through years of successful promotion of the STARTING STRENGTH
Trademark in association with the STARTING STRENGTH brand and Aasgaard’s products and
services.
41
166. There was evidence of actual customer confusion as a result of ReynoldsStrong’s
foregoing activities.
a. For example, on July 22, 2019, a BLOC client reached out to Mr. Rippetoe of
Aasgaard asking a training question. The client referred to his “SSOC coach”
(rather than his “BLOC coach”), even after being corrected by Mr. Rippetoe.
b. As another example, on July 26, 2019, an individual reached out to Aasgaard
asking to be assigned a STARTING STRENGTH® online coach. After
describing his training history and goals, he stated: “Besides…Matt
[Reynolds] and Scott [Hambrick, who both run Barbell Logic] are the ones
that got me interested in barbell training back in Nov 2018. So, I feel like I
should give them my business.” When Aasgaard informed him that “Matt and
Scott” were with Barbell Logic and not SSOC, the individual responded:
“Thanks for the response. I had the two organizations confused.”
167. Aasgaard filed suit against ReynoldsStrong in this Court on July 30, 2019.
168. In late August 2019, pursuant to the Court’s local rules, Aasgaard informed
ReynoldsStrong that it intended to file a motion for preliminary injunction, as ReynoldsStrong
was continuing to use Aasgaard’s trademarks without authorization.
169. On September 3, 2019, Aasgaard provided a written list of all impermissible uses
of Aasgaard’s STARTING STRENGTH Trademark and other marks (e.g., the SSOC
Trademark). A true and accurate copy of this letter is attached as Exhibit K.
170. Aasgaard’s 18-page letter identified all of the following:
a. Four videos on the Barbell Logic Online Coaching YouTube channel
contained a watermark displaying the STARTING STRENGTH Trademark:
42
b. One video on the Barbell Logic Online Coaching YouTube channel contained
an outro screen displaying “Starting Strength Online Coaching,” and another
contained an outro screen displaying an “SSOC” logo:
c. All pre-June 11, 2019 Barbell Logic podcasts (which were approximately 190
podcasts) accessible through Libsyn, iTunes, and other non-YouTube sources
opened with “You’re listening to Barbell Logic, brought to you by Starting
Strength Online Coaching.” Further, ReynoldsStrong had removed all oral
disclaimers at the beginning of all of the podcasts.
d. At least 21 videos on the Barbell Logic YouTube channel identified Matt
Reynolds as the owner of “Starting Strength Online Coaching” or other
Barbell Logic employees as being associated with “Starting Strength Online
Coaching” or “SSOC.”
e. At least 6 videos on the Barbell Logic YouTube channel included a speaker
stating that he or she was with “Starting Strength Online Coaching” or
“SSOC.”
43
f. At least 18 videos on the Barbell Logic YouTube channel displayed the
“Starting Strength Online Coaching” logo on the back wall of the room, such
that the branded advertising appeared to the viewer during the course of the
video.
g. At least 13 videos on the Barbell Logic YouTube channel displayed the
“Starting Strength Online Coaching” logo on t-shirts, laptops, or other forms
of branded advertising.
h. All pre-June 11, 2019 Barbell Logic podcasts accessible on Barbell Logic’s
YouTube channel opened with “You’re listening to Barbell Logic, brought to
you by Starting Strength Online Coaching” and contained no oral disclaimer
at the beginning.
i. Some of the pre-June 11, 2019 Barbell Logic podcasts accessible on the
Barbell Logic YouTube channel contained a video description stating: “NEW
NAME, SAME SERVICE! We have rebranded to Barbell Logic Online
Coaching! We are still the same team of Starting Strength Coaches providing
personalized and dedicated services for lifters around the world. We are
excited to continue working with Starting Strength to spread the importance of
strength training through in-person and online coaching and educational
pursuits. Thank you for all your continued support of Barbell Logic. We are
looking forward to seeing what this next chapter has in store for us!” This
video description was materially misleading because it cast the name change
as mere “rebranding” but otherwise was the “SAME SERVICE!” It also was
materially misleading in stating that Barbell Logic would “continue working
44
with Starting Strength,” which suggested and represented that Barbell Logic
was part of the Starting Strength brand owned by Aasgaard. The disclaimer
also was materially misleading because it did not explicitly state that BLOC
was no longer associated with the Starting Strength brand or the Starting
Strength Trademarks.
j. At least 25 of the pre-June 11, 2019 Barbell Logic podcasts accessible on the
Barbell Logic YouTube channel included video that displayed the “Starting
Strength Online Coaching” logo.
k. The Barbell Logic YouTube channel featured a video regarding nutrition
coaching in “Starting Strength Online Coaching.”
l. At least 7 videos on the Barbell Logic YouTube channel featured individuals
representing themselves as a “Starting Strength Coach” or “SSC” when they
no longer held that credential.
m. ReynoldsStrong continued to provide BLOC clients with a document entitled
“Nutrition 101,” which contained numerous references to “Starting Strength
Online Coaching,” including on the cover page.
n. ReynoldsStrong continued to provide BLOC clients with access to internal
instructional videos containing an intro screen displaying the “Starting
Strength Online Coaching” logo:
45
o. ReynoldsStrong continued to use the STARTING STRENGTH Trademark,
the SSOC Trademark, and other confusingly similar marks in metatags, ALT
text, search engine keywords, and other forms of metadata to increase Barbell
Logic’s hits for Starting Strength-based internet searches. As just a few
examples, file names for pages of individual BLOC coaches continued to
contain the text “-starting-strength-online-coaching,” and metadata in the
Barbell Logic website still contained numerous references to “SSOC” and old
Starting Strength Online Coaching/SSOC social media accounts.
p. Social media profiles operated by ReynoldsStrong still contained old postings
referring to “Starting Strength Online Coaching” and other similar terms such
as “SSOC” or “SS Online Coaching.”
171. Many of the foregoing uses of the trademark had already been identified by
Aasgaard in its July 15 correspondence and its July 30 Complaint, and all of the foregoing uses
were known or should have been known to ReynoldsStrong when Aasgaard first sent its June 11,
2019 notice of termination.
172. ReynoldsStrong took no action to remove the impermissible uses of Aasgaard’s
trademarks identified in paragraph 170 above until Aasgaard specifically identified them and
stated that it intended to seek a preliminary injunction from the Court. To the contrary,
46
ReynoldsStrong continued to falsely represent to Aasgaard—including as late as August 2019—
that it had taken action at substantial expense to remove infringing uses of Aasgaard’s
trademarks.
173. ReynoldsStrong’s infringement of Aasgaard’s trademarks, including the
STARTING STRENGTH Trademark, caused and was likely to cause confusion, mistake and
deception among customers as to the source or origin of BLOC’s services, and did and was
likely to deceive customers into mistakenly believing that BLOC was associated with, was
affiliated with, or was otherwise sponsored or approved by Aasgaard.
174. ReynoldsStrong benefitted from this customer confusion, as its products and
services reaped undeserved recognition from being associated with Aasgaard and the
STARTING STRENGTH brand, and the goodwill symbolized by Aasgaard’s STARTING
STRENGTH Trademark is harmed by this confusion.
175. ReynoldsStrong willfully continued to use Aasgaard’s trademarks without
authorization even after Aasgaard terminated the License Agreement and instructed
ReynoldsStrong to cease use of the trademarks in its business.
176. ReynoldsStrong’s unauthorized use of the STARTING STRENGTH Trademark,
or marks deceptively similar to them, in its business activities has caused damage to Aasgaard’s
business reputation and goodwill, and unless restrained and enjoined, will continue to irreparably
impair the value of the registered STARTING STRENGTH Trademark for which there is no
adequate remedy at law.
177. In Section 13(a) of the Agreement, ReynoldsStrong acknowledged that its failure
to cease use of the STARTING STRENGTH Trademark, other licensed marks or Domain Name
in providing online strength and fitness coaching services after termination of the Agreement
47
“will result in immediate and irremediable damages to Licensor [Aasgaard] and to the rights of
any subsequent licensee. Such Licensee [ReynoldsStrong] acknowledges and admits that there is
no adequate remedy at law for such failure . . . and such Licensee agrees that in the event of such
failure Licensor shall be entitled to equitable relief by way of temporary and permanent
injunctions and such other further relief as any court with jurisdiction may deem just and
proper.”
178. ReynoldsStrong could have chosen not to trade off the reputation and goodwill
associated with the STARTING STRENGTH Trademark. For example, after the termination of
the Agreement and ReynoldsStrong’s license, ReynoldsStrong could have removed references to
“Starting Strength Online Coaching,” “SSOC,” and the STARTING STRENGTH Trademark in
its social media, as it in fact has done for at least some of the infringing uses since Aasgaard
threatened to move the Court for a preliminary injunction.
179. Further, to the extent that technological fixes would require a certain amount of
time, ReynoldsStrong could have removed its videos and podcasts from public view while it
worked on removing any of Aasgaars’s trademarks. In fact, this is what ReynoldsStrong did
when it began removing unauthorized use of trademarks after receiving Aasgaard’s September 3
letter.
180. While ReynoldsStrong was operating as SSOC pursuant to the Agreement, Texas
residents could purchase ReynoldsStrong’s products and services, including online coaching
services and enrollment in the SSOC Coaching Academy, and access Barbell Logic materials
through the startingstrengthonlinecoaching.com Domain Name, and those products and services
will be provided to the Texas residents in Texas. Upon information and belief, Texas residents
in fact have purchased ReynoldsStrong’s products and services through the Domain Name,
48
which products and services were provided to those residents in Texas.
181. After termination of the Agreement, when ReynoldsStrong began operating solely
as Barbell Logic and BLOC, Texas residents can purchase ReynoldsStrong’s products and
services, including online coaching services and enrollment in the Coaching Academy, and
access Barbell Logic materials, through the barbell-logic.com domain name, and those products
and services will be provided to the Texas residents in Texas. Upon information and belief,
Texas residents in fact have purchased ReynoldsStrong’s products and services through the
barbell-logic.com domain name, which products and services were provided to those residents in
Texas.
COUNT I
Trademark Infringement in Violation of 15 U.S.C. § 1114
182. Aasgaard incorporates the allegations set forth above as if fully rewritten herein.
183. Aasgaard owns valid and enforceable federal registrations for the STARTING
STRENGTH Trademark, most of which are incontestable.
184. ReynoldsStrong has infringed the registered STARTING STRENGTH Trademark
by intentionally using this mark and confusingly similar marks.
185. ReynoldsStrong’s use of the STARTING STRENGTH Trademark, and marks
confusingly similar thereto, in its Barbell Logic and BLOC business activities was without
Aasgaard’s consent or authority, and began after the date of Aasgaard’s first use of the registered
STARTING STRENGTH Trademark.
186. ReynoldsStrong infringed the STARTING STRENGTH Trademark with actual
and constructive knowledge of Aasgaard’s prior rights in the registered STARTING
STRENGTH Trademark.
49
confusingly similar thereto, created a likelihood of confusion, mistake, or deception as to the
source, origin, or sponsorship of Barbell Logic and BLOC.
confusingly similar thereto, caused and is likely to cause consumers to believe, contrary to fact,
that ReynoldsStrong’s products and services are affiliated, sponsored, sold, approved by, or
connected with Aasgaard or the STARTING STRENGTH brand.
189. ReynoldsStrong’s acts were committed with the intent and purpose of
appropriating and trading upon the goodwill and reputation associated with the STARTING
STRENGTH brand and the registered STARTING STRENGTH Trademark, and have damaged
and impaired that part of Aasgaard’s goodwill symbolized by the registered STARTING
STRENGTH Trademark to Aasgaard’s immediate and irreparable harm.
190. ReynoldsStrong’s unauthorized use of the STARTING STRENGTH Trademark,
and marks confusingly similar thereto, constitutes trademark infringement in violation of Section
32 of the Lanham Act, 15 U.S.C. § 1114.
191. As a direct and proximate result of ReynoldsStrong’s acts of trademark
infringement, Aasgaard has been and is continuing to be damaged. Aasgaard is therefore entitled
to recover ReynoldsStrong’s profits pursuant to 15 U.S.C. § 1117(a)(1).
192. ReynoldsStrong’s violations of 15 U.S.C. § 1114 are intentional and willful, and
entitle Aasgaard to recover from ReynoldsStrong three times the amount of ReynoldsStrong’s
profits pursuant to 15 U.S.C. § 1117(a)(1).
193. This is an exceptional case entitling Aasgaard to recover its reasonable attorney
fees in an amount to be determined at trial pursuant to 15 U.S.C. § 1117(a).
194. To the extent that ReynoldsStrong continues to use the STARTING STRENGTH
50
Trademark and other confusingly similar marks, its continued acts of trademark infringement
continue to cause damage to Aasgaard’s business reputation and goodwill, and unless restrained
and enjoined, will continue to irreparably impair the value of the registered STARTING
STRENGTH Trademark for which there is no adequate remedy at law. Accordingly, Aasgaard
is entitled to injunctive relief prohibiting ReynoldsStrong from using the STARTING
STRENGTH Trademark, or marks deceptively similar to them, in its Barbell Logic and BLOC
business activities.
COUNT II
Unfair Competition in Violation of 15 U.S.C. § 1125(a)
196. ReynoldsStrong has infringed the STARTING STRENGTH Trademark and other
Aasgaard marks by intentionally using it without authorization, and using marks confusingly
similar to them, in its Barbell Logic and BLOC business activities.
197. ReynoldsStrong’s use of the STARTING STRENGTH Trademark, other
Aasgaard marks, and marks confusingly similar thereto, was without Aasgaard’s consent or
authority and began after the date of Aasgaard’s first use of the STARTING STRENGTH
Trademark.
198. ReynoldsStrong was using the STARTING STRENGTH Trademark, other
Aasgaard marks, and marks confusingly similar thereto, with actual and constructive knowledge
of Aasgaard’s prior rights in the STARTING STRENGTH Trademark.
Aasgaard marks, and marks confusingly similar thereto, caused and is likely to cause confusion,
mistake, and deception as to the source, origin, approval, or sponsorship of ReynoldStrong’s
products and services. ReynoldStrong’s use of the STARTING STRENGTH Trademark, other
51
Aasgaard marks, and marks confusingly similar thereto, caused and is likely to cause consumers
to believe, contrary to fact, that ReynoldsStrong’s products and services were affiliated,
sponsored, sold, approved by, manufactured by or connected with Aasgaard or the STARTING
STRENGTH brand. ReynoldsStrong’s unauthorized use in commerce of the STARTING
STRENGTH Trademark, other Aasgaard marks, and marks confusingly similar thereto, as
alleged herein constituted use of a false designation of origin and misleading description and
representation of fact.
200. ReynoldsStrong’s acts were committed with the intent and purpose of
appropriating and trading upon the goodwill and reputation associated with the STARTING
STRENGTH brand and the STARTING STRENGTH Trademark, and damaged and impaired
that part of Aasgaard’s goodwill symbolized by the STARTING STRENGTH Trademark to
Aasgaard’s immediate and irreparable harm.
Aasgaard marks, and marks confusingly similar thereto, constituted unfair competition in
violation of Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a).
202. As a direct and proximate result of ReynoldsStrong’s acts of unfair competition,
Aasgaard is entitled to recover ReynoldsStrong’s profits pursuant to 15 U.S.C. § 1117(a)(1).
203. ReynoldsStrong’s violations of 15 U.S.C. § 1125(a) are intentional and willful,
and entitle Aasgaard to recover from ReynoldsStrong three times the amount of
ReynoldsStrong’s profits awarded pursuant to 15 U.S.C. § 1117(a)(1).
205. ReynoldsStrong’s acts of unfair competition also have caused damage to
52
Aasgaard’s business reputation and goodwill, and, to the extent that ReynoldsStrong continues to
use the STARTING STRENGTH Trademark, other Aasgaard marks, and marks confusingly
similar thereto, will, unless restrained and enjoined, continue to irreparably impair the value of
the STARTING STRENGTH Trademark and other Aasgaard marks for which there is no
adequate remedy at law. Accordingly, Aasgaard is entitled to injunctive relief prohibiting
ReynoldsStrong from using the STARTING STRENGTH Trademark, the SSOC Trademark, and
any other marks confusingly similar to them.
COUNT III
Trademark Dilution in Violation of 15 U.S.C. § 1125(c)
207. Aasgaard and (before July 3, 2018) Aasgaard Partnership have extensively and
continuously used and promoted the distinctive STARTING STRENGTH Trademark throughout
the United States (and elsewhere) for over a decade. The STARTING STRENGTH Trademark
became famous and well-known symbols of Aasgaard and Aasgaard Partnership and their
products and services long before ReynoldsStrong adopted and began impermissibly using the
STARTING STRENGTH Trademark, or marks confusingly similar to them. The STARTING
STRENGTH Trademark is a famous mark, as defined by Section 43(c) of the Lanham Act, 15
U.S.C. § 1125(c).
208. ReynoldsStrong’s use in commerce of the STARTING STRENGTH Trademark,
and marks deceptively similar thereto, and other acts described herein dilute and, unless
enjoined, are likely to continue to dilute the distinctiveness of the STARTING STRENGTH
Trademark by eroding the public’s exclusive identification of this famous mark with Aasgaard,
tarnishing and degrading the positive associations and prestigious connotations of this mark, and
otherwise lessening the capacity of this mark to identify and distinguish Aasgaard’s products and
53
services.
confusingly similar to them, were likely to cause an association between those marks and
Aasgaard and the registered STARTING STRENGTH Trademark that harmed the reputation of
Aasgaard and the registered STARTING STRENGTH Trademark.
confusingly similar thereto, was committed with full knowledge of Aasgaard’s rights, title, and
interest in the STARTING STRENGTH Trademark, and made with the willful intent to trade on
and harm the recognition and reputation of Aasgaard and the famous STARTING STRENGTH
Trademark, and with the intent to cause dilution of the registered STARTING STRENGTH
Trademark.
211. ReynoldsStrong’s conduct constitutes willful dilution by blurring and willful
dilution by tarnishment in violation of Section 43(c) of the Lanham Act, 15 U.S.C. § 1125(c).
212. As a direct and proximate result of ReynoldsStrong’s acts of trademark dilution,
Aasgaard is entitled to recover ReynoldsStrong’s profits pursuant to 15 U.S.C. § 1117(a)(1).
213. ReynoldsStrong’s violations of 15 U.S.C. § 1125(c) are intentional and willful,
and entitle Aasgaard to recover from ReynoldsStrong three times the amount of
ReynoldsStrong’s profits awarded pursuant to 15 U.S.C. § 1117(a)(1).
215. ReynoldsStrong’s acts of trademark dilution also caused damage to Aasgaard’s
business reputation and goodwill, and to the extent that ReynoldsStrong continues to use the
STARTING STRENGTH trademark and marks confusingly similar thereto, it will, unless
54
restrained and enjoined, continue to irreparably impair the value of the registered STARTING
STRENGTH Trademark for which there is no adequate remedy at law. Accordingly, Aasgaard
is entitled to injunctive relief prohibiting ReynoldsStrong from using the STARTING
STRENGTH Trademark, or marks confusingly similar to them.
COUNT IV
Breach of Contract
217. Aasgaard—and before July 3, 2018, Aasgaard Partnership—has performed all of
its material obligations under the Agreement.
218. The Agreement states that royalty amounts are to be paid quarterly, by the end of
the month following the end of a quarter.
219. ReynoldsStrong has paid no royalty for the second quarter of 2019.
220. ReynoldsStrong has not paid the full amount of royalties owed from the first
quarter of 2019.
221. ReynoldsStrong has not paid royalties associated with the Coaching Academy,
even though the Coaching Academy falls under the Agreement.
222. ReynoldsStrong has failed to pay all royalties owed under the Agreement.
223. As a result of ReynoldsStrong’s breach of the Agreement, Aasgaard has suffered
damages in the amount of the royalty payments it would have recovered had ReynoldsStrong
complied with the Agreement, plus incidental and consequential damages, in an amount that
Aasgaard will establish upon examination of ReynoldsStrong’s business records, but which is
believed to be in excess of $40,000.00.
224. Despite termination of the Agreement on June 11, 2019, ReynoldsStrong
continued to use the STARTING STRENGTH Trademark, other Aasgaard marks, and marks
55
confusingly similar to them, in its marketing, promotion, and provision of online strength and
fitness coaching services.
225. Section 12 of the Agreement provides that upon its termination, ReynoldsStrong
must “refrain from further use of the Marks or Domain Name or any further reference to either,
direct or indirect, or anything deceptively similar to the Marks in connection with the provision
of” online strength and fitness coaching services.
226. Section 12 of the Agreement further provides that upon its termination,
ReynoldsStrong may not engage in “the use of ‘Starting Strength’ in its promotion or marketing
of its website or services.”
227. Pursuant to Section 13 of the Agreement, ReynoldsStrong has agreed that its
failure to cease use of the STARTING STRENGTH Trademark and other Aasgaard marks, as
required by Section 12, “will result in immediate and irremediable damage to Licensor
[Aasgaard] and to the rights of any subsequent licensee. Such Licensee [ReynoldsStrong]
acknowledges and admits that there is no adequate remedy at law for such failure to cease
manufacture, sale, or distribution, and such Licensee agrees that in the event of such failure
Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions[.]”
228. To the extent that ReynoldsStrong continues to use Aasgaard’s trademarks
without authorization, Sections 12 and 13 of the Agreement entitle Aasgaard to injunctive relief
prohibiting ReynoldsStrong from using the Starting Strength Trademarks in its business
activities, including business activities associated with Barbell Logic and BLOC.
PRAYER FOR RELIEF
WHEREFORE, Aasgaard demands judgment in its favor and against ReynoldsStrong as
follows:
56
A. Injunctive relief, including but not limited to an injunction prohibiting
ReynoldsStrong from using the STARTING STRENGTH Trademark, other Aasgaard marks,
and any other marks that are confusingly similar to or otherwise infringe or dilute the
STARTING STRENGTH Trademark or other Aasgaard marks;
B. An Order directing ReynoldsStrong to destroy all of its products, packaging,
labels, tags, molds, advertising, promotional materials, and other materials in its possession,
custody or control that contain unauthorized uses of the STARTING STRENGTH Trademark,
other Aasgaard marks, or any other marks that are confusingly similar to or otherwise infringe or
dilute the STARTING STRENGTH Trademark or other Aasgaard marks;
C. ReynoldsStrong’s profits derived by ReynoldsStrong from the sale or distribution
of its infringing or diluting products and services pursuant to 15 U.S.C. § 1117(a)(1);
D. Three times the amount of ReynoldsStrong’s profits awarded pursuant to 15
U.S.C. § 1117(a)(1);
E. Punitive damages;
F. An award of costs and attorney fees incurred herein; and
G. Any further relief that the Court may deem just and equitable.
JURY DEMAND
Aasgaard demands a jury trial on all the issues so triable.
57
Respectfully submitted,
/s/ Brodie M. Butland

Brodie M. Butland (Ohio Bar 0084441)
(admitted pro hac vice)
Porter Wright Morris & Arthur LLP
950 Main Avenue, Suite 500
Cleveland, Ohio 44113
(216) 443-2571 || (216) 443-9011 (F)
bbutland@porterwright.com
Martin J. Miller (Ohio Bar 0055703)

(admitted pro hac vice)
Porter Wright Morris & Arthur LLP
250 East Fifth Street, Suite 2200
Cincinnati, Ohio 45202
(513) 369-4250 || (413) 421-0991 (F)
mmiller@porterwright.com
Joe B. Steimel
Law Offices of Joe B. Steimel P.C.
900 Eighth Street, Suite 401
P.O. Box 779
Wichita Falls, Texas 76307
(940) 761-5000 || (940) 761-5045 (F)
joebsteimel@gmail.com
Attorneys for Plaintiffs Asgaard Funding

LLC d.b.a. The Aasgaard Company and The
Aasgaard Company, a Texas partnership
CERTIFICATE OF SERVICE
I hereby certify that on November 14, 2019, a true and accurate copy of the foregoing
was delivered to all counsel of record by operation of this Court’s CM/ECF electronic filing
system.
/s/ Brodie M. Butland

Counsel for Plaintiffs
58

Amended Complaint - Case 3:19-cv-01823-B, Asgaard Funding, LLC vs. ReynoldsStrong, LLC

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Case 3:19-cv-01823-B Document 29 Filed 11/14/19 Page 1 of 58 PageID 882

IN THE UNITED STATES DISTRICT COURT

ASGAARD FUNDING LLC d.b.a. )

1. This action arises from Defendant ReynoldsStrong LLC’s (“ReynoldsStrong” or

STRENGTH (the “STARTING STRENGTH Trademark”), which is Aasgaard’s flagship brand

by ReynoldStrong’s trademark infringement, trademark dilution, unfair competition, and contract

2. Aasgaard is a Texas limited liability company with principal place of

the articles that Aasgaard publishes.

3. Aasgaard Partnership is a Texas partnership that was originally founded in

Partnership still exists today, it operates as an agent of Aasgaard. Aasgaard Partnership is a

the subject of this litigation.

application of science to training and conditioning. Aasgaard also provides training

become industry-recognized leaders in strength and conditioning.

5. Among other things, Aasgaard currently operates Starting Strength Online

Coaching (“SSOC”) through the website www.startingstrengthonlinecoaching.com. SSOC

6. ReynoldsStrong is a Missouri limited liability company that provides training and

ReynoldsStrong’s sole member.

7. Prior to June 11, 2019, ReynoldsStrong operated SSOC, using the

startingstrengthonlinecoaching.com domain name pursuant to a written license agreement with

strength and conditioning services through an online medium.

JURISDICTION AND VENUE

1338(a) and 15 U.S.C. § 1121.

to 28 U.S.C. § 1367 because it is part of the same case or controversy.

startingstrengthonlinecoaching.com web domain) are situated in this District.

exclusive jurisdiction of the State and Federal courts of Texas[.]”

where ReynoldsStrong “irrevocably submit[ted]” to this Court’s jurisdiction.

Starting Strength. Aasgaard Partnership subsequently published a second edition of Starting

Strength in 2007 and a third edition in 2011.

Rippetoe, its author.

18. In addition to publishing and selling books, Aasgaard conducts up to fifteen

weekend-long seminars (“STARTING STRENGTH® Seminars”) each year at various locations

biomechanical and physiological foundations of coaching, lifting, and programming methods.

19. In addition to teaching the methods and intellectual foundations of Starting

limited number of STARTING STRENGTH™ Coaches who demonstrate exceptional

approximately 120 active STARTING STRENGTH™ Coaches.

Android devices at the Apple Store, Google Play, and Amazon.

methodology, Aasgaard runs two websites, www.startingstrength.com and

www.aasgaardco.com. In addition to providing a vehicle to purchase Aasgaard’s products and

website receives over half a million sessions per month.

have become highly valuable.

II. The STARTING STRENGTH Trademark

23. Aasgaard Partnership developed unique and inherently distinctive marks to

associated with the STARTING STRENGTH brand.

“word marks”), including:

Registered Trademark Registration No. and Goods and Services

4357670 Computer applications and

STARTING STRENGTH Trademark are incontestable pursuant to 15 U.S.C. § 1065.

Accordingly, these registrations provide conclusive evidence of the validity of these

specified in the registrations.

for the STARTING STRENGTH Trademark to Aasgaard Partnership.

30. Aasgaard—and prior to July 3, 2018, Aasgaard Partnership—also uses a variety

include STARTING STRENGTH™ Coaches, STARTING STRENGTH® Seminars,

STARTING STRENGTH® Camps, STARTING STRENGTH® Online Coaching, a

STARTING STRENGTH® Coach Development Program, and various other STARTING

STRENGTH™ products and services.

Trademark (and variations thereof) or marks confusingly similar to them.

goodwill associated with the Starting Strength brand.

officially-licensed products and services) in the United States and worldwide.

channels of trade, including but not limited to the following:

a. STARTING STRENGTH® books and videos (including Starting Strength),

seminars, and merchandise are directly sold through Aasgaard’s websites,

www.startingstrength.com and www.aasgaardco.com, as well as third-party

sites such as Amazon.com, ACX, Audible, and iTunes.

b. STARTING STRENGTH™ Coaches, who hold the STARTING