Tiny Habits® Certification Program
Terms and Conditions
Updated: September 14, 2020
Capitalized words that are not defined in these Terms have the meanings set forth in the Guidelines available at TinyHabits.com/coachguidelines the terms of which are incorporated herein by reference.
(a) Instructor Materials and Student Materials. Provided you have paid all applicable Certification and License Fees, THLLC hereby grants you a non-exclusive, non-transferable license, for as long as you are a Tiny Habits Certified Coach, to (i) use the Instructor Materials solely to provide Coaching to your Clients, however the portions of the Instructor Materials that are designated as THLLC Confidential Information may not be used or disclosed to any third party (including Clients); and (ii) use, reproduce, modify and create Derivatives of the Student Materials solely for the purpose of adapting them to and using them in your Coaching, and distribute such Student Materials and Derivatives (if applicable) to each Client who participates in Coaching with you. All Derivatives are subject to review and approval by THLLC prior to use by you in your Coaching. You are not permitted to use the Instructor Materials, the Student Materials or any other THLLC Content to create a separate product about habits (such as an app or a workbook) or to create your own training solution.
(b) Trademark License. Provided you have paid all applicable Certification and License Fees, THLLC hereby grants you a personal, non-exclusive, non-transferable license, for as long as you are a Tiny Habits Certified Coach and are current in the payment of Certification and License Fees, to use the Trademarks in marketing your Coaching provided that such use is in accordance with THLLC’s then-current guidelines for using the Trademarks. Such use must reference the Trademarks as being owned by THLLC. You acknowledge and agree that all use of Trademarks shall inure to the benefit of and be on behalf of THLLC. Nothing in this Agreement grants you ownership or any rights in or to use the Trademarks except in accordance with this license. THLLC will have the exclusive right to own, use, hold, apply for registration for, and register the Trademarks during and after the term of this Agreement. You will not (i) alter or remove any Trademark included in the Instructor Materials or the Student Materials, (ii) attach any additional trademark or trade designation to any Instructor Materials or Student Materials, or (iii) use any Trademark as part of your trade name.
2. Confidentiality. You agree to hold all THLLC Confidential Information in strict confidence and not to disclose such THLLC Confidential Information to any third parties (including any of your Clients) unless expressly authorized to do so by THLLC in writing. You will not use such THLLC Confidential Information for any purpose other than your performance under this Agreement as a Tiny Habits Certified Coach. Without limiting the foregoing, you will not use the THLLC Confidential Information to create a separate product about habits (such as an app or a workbook) or to create your own training solution. The above restrictions on use and disclosure of THLLC Confidential Information shall not apply to any portion of the THLLC Confidential Information which (i) has become publicly known through no wrongful act of you or any third party, or (ii) which becomes known to you from a third party who was free of any duty of confidentiality. Your obligations set forth in this section shall survive the termination or expiration of the Agreement.
3. Payment. Fees, payment schedule and other payment terms for the Program are set forth on Exhibit A of the Guidelines. All fees must be paid in United States dollars and are exclusive of applicable sales, use or similar taxes, if any, for which you are obligated to pay THLLC.
4. Intellectual Property.
(a) THLLC Content. THLLC shall retain ownership of all THLLC Content and all intellectual property rights therein. No rights to such THLLC Content are granted to you other than as expressly set forth in these Terms. You must not alter or obscure any copyright or other proprietary notices contained in the THLLC Content. You are not permitted to use, reproduce or distribute the THLLC Content (or any portion thereof) except as expressly set forth in this Agreement.
(b) Feedback and Derivatives. You hereby assign all rights, title and interest in and to the Feedback and Derivatives, including all intellectual property rights therein, to THLLC and agree to assist THLLC in any manner necessary to perfect such assignment. Specifically, you agree to execute any documents requested by THLLC to provide THLLC the right to own, use and protect such Feedback and Derivatives. You hereby appoint THLLC as your attorney-in-fact for the sole purpose of executing those consents and documents necessary to secure for THLLC these rights.
5. Disclaimer of Warranties. THLLC makes no warranties, express, implied or statutory, as to any matter whatsoever under this Agreement. In particular, any and all warranties of merchantability, fitness for a particular purpose and noninfringement of third party rights are expressly excluded.
6. Limitation of Liability. To the maximum extent permitted by applicable law, in no event is THLLC liable to you for (i) any indirect, incidental, special, punitive or consequential damages or lost profits arising out of or in connection with this Agreement, regardless of the form of the actions or the basis of the claim, whether based on breach of contract, breach of warranty or, regardless of whether THLLC has been advised of the possibility of such damages, or (ii) aggregate, cumulative liability of more than $500.
7. Changes to Agreement. THLLC reserves the right to change the terms of these Terms or the Guidelines (including the fees contained in Exhibit A of the Guidelines) at any time. THLLC will provide you with thirty (30) days’ prior written notice of any such changes. If you object to such changes your sole remedy is to terminate the Agreement. If you do not object to such modified terms within the thirty (30) day notice period you are deemed to have agreed to them.
8. Term and Termination.
(a) Term. The Agreement is effective as of the date you agree to it or the date you begin the Program, whichever is earlier, and remains in effect for as long as you are participating in any portion of the Program (the Masterclass, the Apprenticeship or as a Tiny Habits Certified Coach) and are current in the payment of Certification and License Fees.
(b) Termination. THLLC may terminate the Agreement or cancel the Program at any time for any reason, provided, however, that if THLLC terminates the Agreement for any reason other than your material breach or your failure to satisfactorily fulfill the requirements of the Masterclass or the Apprenticeship THLLC will refund to you any prepaid, unused Certification and License Fees.
(c) Effect of Termination. Sections 2 (Confidentiality), 4 (Intellectual Property), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), 8(c) (Effect of Termination) and 9 (General) of this Agreement survive termination or expiration of this Agreement. Upon termination or expiration of this Agreement you must immediately cease identifying yourself as a “Tiny Habits Certified Coach,” cease using the THLLC Content, cease offering your Coaching using the Tiny Habits method or materials, and cease all use of the Trademarks. THLLC is not responsible for any costs incurred by you in connection with either this Agreement or its termination.
9. General. Any claim, dispute or controversy relating to this Agreement will be governed by the laws of the State of California without giving effect to any choice of law principles. Any such claim, dispute or controversy must be brought in a court of competent jurisdiction, federal or state, located within Sonoma or San Francisco County, California, and the parties hereby irrevocably consent to personal jurisdiction and venue in such court. The parties are independent contractors and neither party is an employee, agent, servant, representative, partner, or joint venturer of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. This Agreement may not be assigned by you, even by operation of law, without the express written permission of THLLC. Any attempt to do so will be null and void. This Agreement contains the complete and exclusive statement of the mutual understanding of the parties and merges all prior discussions, both oral and written, between the parties related to the subject matter hereof. The failure of either party to require performance by the other party of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Except as otherwise expressly provided in this Agreement, this Agreement may only be changed by mutual written agreement of authorized representatives of the parties.
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