Cialdini Institute LLC

By signing up to become a Cialdini Certified Coach, such individual (the “Coach”) hereby acknowledges that he or she has read, understood and accepted the standard terms and conditions set forth herein (the “Terms” or this “Agreement”) of Cialdini Institute, LLC (the “Company”; and collectively with Coach the “Parties” and each a “Party”). 

1.   APPLICATION AND ADMISSION
a)   By submitting the Commitment (sometimes referred to as the “Application”), Coach irrevocably applies to be admitted to the Cialdini Certified Coach Program for the duration of maximum one year (the “Cialdini Certified Coach Program”).
b)   The Company will review Coach Application and may, in its sole discretion, accept or reject Coach application for the Cialdini Certified Coach Program.
c)   Upon Company’s written acceptance of Coach application as set forth in Section 1(b) and the payment by Coach of all amounts due the Company, Coach is admitted to participate in the Certified Coach Program. There are no refunds associated with this offer.

2.   TRAINING OF COACH
a)   The Cialdini Certified Coach Program will be provided online.
b)   Coach is responsible for all costs and expenses related to completion of the Cialdini Certified Coach Program, including the costs and expenses related to Coach coaching activities, including but not limited to the costs of collateral materials and tools used.

3.   TRAINING AND PRODUCTS PROVIDED
a)   Company determines at its own discretion the content and methods taught during the Cialdini Certified Coach Program as well as the tests the Coach has to pass during the Cialdini Certified Coach Program, and Company reserves the right to modify the training, products, materials and availability to access the resources.
b)   Upon obtaining login information from the Company and upon receipt of the initial and renewal fees due, if any, Coach may access the member portal (“Portal”) on Company’s website (“Website”). Without prior written consent of Company, Coach may not download, copy, screen share, record, distribute, or in any way remove or share the coaching content and intellectual property on the Website, including, but not limited to, the Portal. Coach may download and use approved branded promotional materials such as brochures, templates, logos and promotional pictures. If Coach is unsure of his or her use and access rights, he or she shall request the access or rights by emailing admin@cialdini.com for confirmation of Coach access and Company approval prior to attempting to download, copy, screen share, record, distribute, or in any way remove or share the coaching content and intellectual property on the Website, including, but not limited to, the Portal. Without Company’s prior written consent, Coach may not video record or audio record any portion of any Certified Coach Program. 
c)   Coach grants Company permission to use photographs, video and/or audio recordings of Coach taken while Coach was participating in the Certified Coach Program (“Recordings”) in any and all of Company’s publications, for marketing and/or promotion (including but not limited to website and social media entries) of Company or its affiliates, without payment or any other consideration. Coach understands and agrees that these Recordings will become the property of Company and will not be returned. Coach hereby irrevocably authorizes Company to edit, alter, copy, exhibit, publish or distribute the Recordings, for purposes of publicizing the Cialdini Certified Coach Program or for any other lawful purpose. Coach waives the right to inspect or approve the finished product, including but not limited to written or electronic copy, wherein Coach likeness appears and any right to royalties or other compensation arising or related to the use of the Recordings. Coach holds Company harmless and releases and forever discharges Company, its affiliates, and their directors, officers and employees from all claims, demands, and causes of action which Coach may have by reason of this authorization.

4. OBTAINING AND MAINTAINING CERTIFICATION
a)   Upon successful completion of the Cialdini Certified Coach Program (including but not limited to successfully passing all the tests) and payment of the initial fee as determined in the sole discretion of the Company, and provided that Coach has continuously complied with the Terms, Company hereby grants Coach the right to designate himself or herself as a “Certified Cialdini Coach” in connection with his or her coaching of the Online On-Demand Program (as defined in Section 6). 
b)   Company may, in its sole discretion, revoke Coach’s right to designate himself or herself as a “Cialdini Certified Coach” if Coach breaches the Terms and/or fails to pay the annual renewal fee determined by the Company. If Coach’s title of Cialdini Certified Coach has been revoked by the Company because of non-payment of the annual fee, Coach may continue him- or herself as “Cialdini Accredited Influencer Practitioner”. 
c)   Coach acknowledges and agrees that Company may, at its sole discretion, may discontinue or change at any time the Cialdini Certified Coach Program, the content and name of the Online On-Demand Program (as defined in Section 6) and the Program Materials (as defined in Section 6), as well as the requirements for the certification as “Cialdini Certified Cialdini Coach” (both initial and continuing, including but not limited to any tests Coach must pass to obtain, and the requirements Coach must adhere to maintain, the designation “Cialdini Certified Cialdini Coach”). Company may notify Coach of such changes by mail, email or by posting the information on the Website, and such changes shall become effective immediately upon Company’s notification.

5. CONDUCT OF BUSINESS 
Coach agrees that all business he or she conducts in his or her capacity as a “Cialdini Certified Coach” shall be performed in a manner that (i) does not in any way adversely impact Company’s reputation, (ii) avoids deceptive, misleading or unethical practices, (iii) avoids making any representations, warranties or guarantees to clients, (iv) complies with all applicable governmental laws and regulations, and (v) complies with copyright and other intellectual property and proprietary rights protections for the Program Materials (as defined in Section 6) and Program Marks (as defined in Section 7).

6. LICENSE TO USE THE ONLINE ON-DEMAND PROGRAM AND PROGRAM MARKS 
a)   Company grants to Coach a limited, non-exclusive, non-assignable, non-transferable and revocable license (without the right to grant sublicenses) to use the content of the official online on-demand program developed by Dr. Robert Cialdini or Company (the “Online On-Demand Program”), including, but not limited to, any workbooks, coaching guides, coaching manuals, scripts and PowerPoint presentations provided by Company for the Certified Coach Program (the “Program Materials”) for personal purposes and for the coaching of Coach’s students. While Coach may use the Online On-Demand Program and the Program Materials for such purposes, Coach is not authorized to certify any person or entity as a Cialdini Certified Coach or any other similar certification using the Cialdini name. Coach may not create products or marketing materials (e.g., videos, books, webinars, DVDs, CDs or the like) using the Program Materials for the content or the basis of the content of other products or materials regardless of whether the products or materials are offered for sale, without the prior written consent of Company. The license granted to Coach is conditioned upon Coach’s compliance with the Terms and the rules and policies developed by Company from time to time for the Certified Coach Program and use of the Program Marks (as defined in Section 7) and the Program Materials.
b)   Coach acknowledges that the Program Materials are the exclusive property of Company, and protected by copyright, trademark and other intellectual property laws, both domestic and international. Nothing in the Terms will be construed as transferring, assigning, or conveying any ownership or proprietary rights to the Program Materials from Company to Coach or any other person or entity. Coach may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portion of the Program Materials. Without the prior written consent of Company, Coach will not duplicate, modify, distribute or otherwise use the Program Materials in any format other than the format in which they were provided to Coach.
c)   Coach has the right to use the Program Materials only as specifically set forth in the Terms. Without the prior written consent of Company, Coach does not have the right to use the Program Materials or any other copyright, trademark, trade name, or other intellectual property asset of Company for other purposes including the following technical uses: (i) creating an archive; (ii) using in a searchable, machine-readable database; (iii) modifying, reverse engineering, decompiling, storing, copying, reproducing or distributing; (iv) creating derivative works (as defined in the U.S. Copyright Law, 17 U.S.C. Section 101 et. seq.); (v) adapting or incorporating into other Program Materials, products, programs or services; or (vi) selling, sublicensing, leasing, time-sharing, publishing, advertising, promoting or broadcasting.
d)   Coach agrees not to loan, transfer, convey, lease or sell any of the Program Materials or resources to any Third Party without the prior written consent of Company. A “Third Party” means any person or entity other than Coach. Notwithstanding the foregoing, Company, in its sole discretion, may permit Coach to share Program Materials with other participants in the Cialdini Certified Coach Program through its Website but no fee or any other form of consideration shall be charged for such sharing. Coach may charge a fee or any other form of consideration to coach a Third Party in the Online On-Demand Program and to assist, train or guide a Third Party about the lessons made available to Coach from the Cialdini Certified Coach Program, but Company, at its sole discretion, shall have the right to instruct Coach regarding maximum fees or other forms of consideration. Additionally, Coach shall follow Company’s written pricing instructions regarding the public offering / advertisements of the Online On-Demand Program. 
e)   With prior written consent of Company, Coach may “customize” the Program Materials. The Program Materials are deemed to have been “customized” if any changes, substantial or not, are made to the Program Materials from the form in which they were provided by Company to Coach. By way of example, the Program Materials are considered “customized” if Coach’s name or logo is added to a page within a workbook, if changes are made to the workbook text or if new handouts are included with the workbook. Any Program Materials “customized” by Coach must be approved in writing by Company before the “customized” Program Materials are used. If the Program Materials are “customized”, any modifications, improvements, changes or additions to the Program Materials, (except any of Coach’s trademarks or trade names) that are in whole or in part derivative of the Program Materials, whether created by Coach, Company or otherwise, will be the sole and exclusive property of Company. Coach assigns and transfers to Company all of Coach’s right, title and interest to any customizations made to the Program Materials.

7.   TRADEMARK
Coach is permitted to promote its affiliation with the Cialdini Certified Coach Program solely for purposes of promoting Coach’s abilities as a coach and as a part of any biographical description of Coach using the following description: “[Coach’s name] is a Cialdini Certified Coach”. Upon prior written consent of Company, Coach may use the “Cialdini Certified Coach” mark and the other marks provided for use to Coach by Company from time to time (collectively, the “Program Marks”) in conjunction with Coach’s own materials and other promotional media solely for purposes of promoting Coach’s abilities as a coach. However, Coach may not alter such Program Marks in color, text or design in any way. Notwithstanding the foregoing, no approval is required for Coach’s use of materials using the Program Marks provided by Company to Coach. The Program Marks may be used only in a manner and to the extent specifically authorized by Company. Company specifically prohibits the use of the Program Marks or any variation of the Program Marks (e.g., Robert B. Cialdini, RC, Cialdini) in any internet domain name, URL, social media name or other identifier or e-mail address, except those provided by Company to Coach. Company reserves the right to obtain the transfer of any unauthorized domain name upon first request and without reimbursement. Coach acknowledges that Coach has no right or license to use Robert B. Cialdini’s name or likeness or any derivatives thereof except as specifically provided in the Terms or as otherwise may be granted in writing by Company.

8.   RELATIONSHIP OF PARTIES
It is the express intention of the Parties that Coach is not a legal employee, agent, joint venturer, franchisee or partner of Company or its affiliates. Nothing in the Terms shall be interpreted or construed as creating or establishing an employment relationship, franchise or agency between Coach and Company or its affiliates. Coach will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of Company or its affiliates.

9. QUALITY CONTROL
At any time during the term of the Terms, Company shall have the right to inspect, audit, and listen to Coach’s use of the Program Materials in Coach’s coaching (without any fee or cost imposed by Coach) to determine: (a) the quality of the delivery or presentation; (b) the appropriate use by Coach of the license granted under the Terms; and (c) Coach’s adherence and compliance with the Terms. Company will provide Coach with reasonable notice of its intent to exercise this right and will attempt to use methods or means least burdensome to Coach and Coach’s students in exercising this right. Coach will not use the Program Materials or Program Marks in a manner which is deemed, in the sole discretion of Company, to be detrimental to the good reputations of the Certified Coach Program, Company and/or its affiliates.

10. CONFIDENTIAL INFORMATION
Coach expressly undertakes to retain in confidence all information and know-how transmitted to Coach by Company or that Company has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding its disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”). Coach will make no use of such Confidential Information. Notwithstanding the foregoing, Coach shall have no obligation to maintain the confidentiality of Confidential Information that (i) is or becomes generally available to the public other than as a result of Coach’s breach of the Terms, (ii) Coach received rightfully from an unaffiliated Third Party prior to its receipt from Company, (iii) Coach received on a non-confidential basis from a Third Party that was not legally or contractually restricted from disclosing such Confidential Information, or (iv) Coach independently developed without reference to any Confidential Information as evidenced by Coach’s written records. Further, Coach may disclose Confidential Information as required by governmental or judicial order, provided Coach gives Company prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Notwithstanding anything other in the Terms, Coach’s obligations under this Section 10 shall survive the expiration or termination of the Terms.

11.   NON-SOLICITATION OF OTHER COACHES
No Self-Promotion. Coach hereby acknowledges and agrees not to solicit other participants in the Cialdini Certified Coach Program for the provision of goods or services by Coach or any other party, regardless of whether the goods and services are being provided for compensation, without the prior written consent of Company. Coach agrees that Coach will not engage in self-promotion of Coach’s services at any Cialdini Certified Coach Program event or in any forum created by Company for the use by participants in the Cialdini Certified Coach Program. In addition, Coach will not organize or create any forum, blog or social media website, regardless of what it may be named or called (e.g., “Leadership Group Discussion”), if it has five (5) or more active participants of the Cialdini Certified Coach Program, for use by participants in the Cialdini Certified Coach Program, without the prior written consent of Company. 

12.   TERMINATION 
a)   The license and other rights granted to Coach hereunder are subject to termination, at Company's sole discretion, by providing written notice to Coach, upon the breach by Coach of any term or condition of this Agreement, and the breach not being cured within fifteen (15) days of Coach receiving written notice of default from Company. If Coach timely cures said breach as determined by Company in its sole discretion, any reoccurrence of the breach, either on the same or substantially similar facts, will negate any further right-to-cure. Notwithstanding anything to the contrary contained in this Agreement, if Coach’s breach of this Agreement results in irreparable damage, including reputational damage, to the Program, Company, or any of its respective affiliates, officers, directors, employees, representatives, agents, instructors, vendors or independent contractors, as determined by Company in its sole discretion, Company is not obligated to provide Coach with any opportunity to cure and this Agreement will be immediately terminated upon written notice by Company to Coach.
b)   Company shall be permitted to terminate the rights granted to Coach pursuant to this Agreement if the commercial value of the Program or Company, is impaired by reason of the alleged commission by Coach of any act that is an offense involving moral turpitude under federal, state or local laws or which tends to shock, insult or offend the community or ridicule public morals and decency. In addition, Company may terminate the license and all rights granted to Coach hereunder if Coach takes any action which is disruptive to the other participants' enjoyment of (i) any training event telephonic or otherwise, or (ii) any social media platform that is part of the Training.
c)   Upon termination of the Terms, Coach shall cease and desist from (i) designating or representing himself or herself as a “Cialdini Certified Coach”, (ii) referring to himself or herself as former “Cialdini Certified Coach” or having been trained by Dr. Robert Cialdini or Company, (iii) coaching the Online On-Demand Program or any other Cialdini methods, (iv) using the Program Materials, the Online On-Demand Program or any other materials obtained in any other manner relating to the Cialdini methods for coaching of students or in any other manner, (v) using the Program Marks or the name, image or likeness of Dr. Robert Cialdini. Further, upon Company’s request, Coach shall hand over to Company or destroy all copies of Program Materials or any other materials obtained in any other manner relating to the Cialdini methods and provide written confirmation of same.
d)   For the avoidance of doubt, nothing in this Section 12 shall limit any obligations of Coach that survive the termination as set forth in the Terms, including, but not limited to, the confidentiality obligations in Section 10. 

13.   INDEMNIFICATION
Coach indemnifies, holds harmless and will defend Company, its affiliates, and their directors, officers, employees, representatives, agents, instructors, vendors and independent contractors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, actions, proceedings, liabilities, losses, damages, fees, costs and expenses (including reasonable attorneys’ fees and costs of investigation) resulting from or arising out of: (i) Coach’s offering and delivery/presentation of the Online On-Demand Program or Program Materials; and (ii) Coach’s actions or inaction in violation of the Terms or applicable law.

14.   INFRINGEMENT
If Coach learns that any Third Party is making any unauthorized use of the Program Materials, the Program Marks or any other copyright, trademark or intellectual property right of Company, Coach agrees to promptly notify Company in the most expeditious means possible, followed by written notice, of any alleged unauthorized use and all other facts known to Coach. Coach agrees not to make any demands or claims, bring suit, effect any settlements, or take any other action against that Third Party without the prior written consent of Company. Coach agrees to reasonably cooperate with Company, at no out-of-pocket expense to Coach, in connection with any action taken by Company to investigate or terminate the (alleged) infringement.

15.   WARRANTIES
a)   Coach acknowledges and agrees that Coach is not guaranteed to achieve any specific health, personal relationships, financial or other results or earn any specific amount of income or reach any particular goal by participating in the Cialdini Certified Coach Program or by becoming certified. The information provided as part of the Cialdini Certified Coach Program is provided for Coach’s personal use. Coach uses such information at Coach’s own risk and is solely responsible for any decisions and actions that result from Coach’s use of such information. The Cialdini Certified Coach Program does not provide psychological, relationship, legal, investment or financial advice. Coach acknowledges and warrants that if Coach is under the care of a physician or other health care Coach, the trainings and programs provided herewith do not violate or otherwise conflict with the advice of Coach’s physician or other health care Coach.
b)   EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANITES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO Coach’S CERTIFICATION (INCLUDING BUT NOT LIMITED TO FAILURE TO ACHIEVE THE CERTIFICATION, THE EXPIRATION, REVOCATION OR TERMINATION OF THE CERTIFICATION). THE CERTIFIED Coach PROGRAM AND PROGRAM MATERIALS ARE PROVIDED “AS IS”. COMPANY IS NOT LIABLE TO Coach OR ANY OTHER PARTY FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSSES OF REVENUE) ARISING FROM Coach’S OFFERING AND DELIVERY OR PRESENTATION OF THE ONLINE ON-DEMAND PROGRAM, EVEN IF COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THE TERMS PURSUANT ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, WILL NOT EXCEED ANY AMOUNTS CUMULATIVELY PAID BY Coach TO COMPANY PURSUANT TO THE TERMS.

16.   MISCELLANEOUS 
a)   During the term of the Terms and at any time thereafter, Coach agrees to refrain from disparaging, or otherwise portraying in a negative manner Company, its officers, directors, employees, as well as the Online On-Demand Program and Program Materials. Coach will refrain from any deceptive, misleading or unethical practices. 
b)  Any notice, consent, demand or request required or permitted by the Terms (“Notice”) must be in writing, is effective upon receipt, and will be transmitted by: (a) personal delivery, (b) registered or certified U.S. mail, (c) overnight national courier service (Federal Express, UPS), or (d) by either facsimile transmission with confirmation of receipt or by e-mail, together with a hard copy sent by regular U.S. Mail. A Notice to Coach shall be addressed according to the addresses and other information appearing on the Commitment Form, or such other address as provided by Company in writing (if transmitted to Company). A Notice to Company shall be sent to: 2248 S. Forest Avenue, Tempe, Arizona 8528 Attention: Bas Wouters, bas@cialdini.com 
c)   The Terms and all matters arising out of or relating to the Terms are governed by, and construed in accordance with, the laws of the State of Arizona, without regard to the conflict of laws provisions of such State. Any dispute, claim or controversy arising out of or relating to the Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Tempe, Arizona before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgement on any award may be entered in any court having jurisdiction. The arbitration shall be conducted in English. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
d)   Company may amend or modify these Terms from time to time. Company may, at its sole discretion, provide Coach with written notice of any such changes, revisions, amendments or modifications, provided, however that any such changes, revisions, amendments or modifications shall become effective without any further action by any Party. 
e)   Coach shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Terms without the prior written consent of Company. Any purported assignment or delegation in violation of this Section 16(e) shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under the Terms without Coach's prior written consent. The Terms will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
f)   If any term or provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
g)   The application to the Cialdini Certified Coach Program and this Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
h)   The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.