Cialdini Institute Licensed Trainer Agreement

THIS LICENSE AGREEMENT (the “Agreement”), effective as of the date of purchase of the Services as defined hereunder by the licensee (the “Effective Date”), is entered into by and between Cialdini Institute LLC, a Delaware limited liability company, (hereinafter referred to as “Cialdini Institute”) and purchaser of the Services as defined hereunder, (hereinafter referred to as “Licensee”). In consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed as follows:

License
Subject to the terms and conditions of this Agreement and the general terms and conditions attached hereto as Exhibit A, and effective upon receipt of the License Fee (as defined below) Cialdini Institute grants to Licensee an in-house, non-exclusive, non-transferrable license (the “License”) to access and utilize Cialdini Institute training, support, coaching, and related services of the Cialdini Institute (the “Services”) for use by one or more individuals employed by Licensee, or by Licensee if Licensee is an individual.
Individual Licensees
If the Licensee is an individual signing this Agreement on their own behalf and not as a representative of a company or other legal entity, the provisions of this Agreement that are specific to companies or other legal entities, including but not limited to the nomination, addition and replacement of personnel, shall not apply. In such cases, the Agreement shall be construed to apply solely to the individual Licensee.
License Fee
The License Fee for the Initial Term (as defined below) is set per individual, with the specific amount to be determined by Cialdini Institute (the “License Fee”). License fees after the Initial Term depend on the level of Services as requested by Licensee in writing. The License Fee is payable upon the Effective Date of this Agreement. Licensee’s failure to render full payment of the License Fee within five (5) days of the Effective Date shall result in termination of this Agreement.
Nominated Licensed Trainers
Except if Licensee is an individual, the Licensee can nominate Licensee’s personnel to receive the Services provided that its personnel acknowledge and agree to the terms and conditions of this Agreement and the Cialdini Licensed Trainer Program. The Licensee is fully responsible for ensuring adherence to this Agreement and the Cialdini Licensed Trainer Program, which take precedence over any other contractual arrangements the Licensee may establish with its personnel. All agreements with other personnel (whether employed, self-employed or under any contract) are subject to the terms and conditions of this Agreement and the Cialdini Licensed Trainer Program. All nominations are subject to approval by Cialdini Institute, which approval will not be unreasonably withheld. Additionally, if Cialdini Institute deems an individual to be unfit to be or become a Cialdini Institute Licensed Trainer, it will notify Licensee in writing, and Licensee must replace the individual within thirty (30) days of such notice.
Cialdini Licensed Trainer Program
1. Nominated personnel and Licensee, if Licensee is an individual, shall receive training and, provided they adhere to all Cialdini Institute policies and successfully complete the first year of the Cialdini Licensed Trainer Program, the certification (the “Licensed Trainer”) prior to beginning work under the terms of this Agreement and the Cialdini Licensed Trainer Program. Nominated personnel and Licensee, if Licensee is an individual, must participate in the ongoing twelve-month Cialdini Licensed Trainer Program, failure of which they will lose the status of Licensed Trainer.
2. The Cialdini Licensed Trainer Program shall consist of the following benefits:
  1. One year of in-depth trainer development;
  2. Certification as a Cialdini Institute Licensed Trainer after successful completion of the first year of the Cialdini Licensed Trainer Program – as long as the individual maintains their ongoing Licensed Trainer status;
  3. Use of the “Cialdini Institute Licensed Trainer” trademark as long as the individual maintains their Licensed Trainer status;
  4. Monthly group meetings with other Licensed Trainers to work together on business development strategies, including but not limited to case studies, client development ideas, and successful sales and marketing approaches;
  5. Being part of a global community of Licensed Trainers;
  6. Ongoing business development and co-creation of business development strategies with other Licensed Trainers;
  7. Use of official keynotes, workshops and training formats developed by Cialdini Institute;
  8. Use of Cialdini Institute’s software for the Initial Term, and upon subscription for additional years;
  9. Opportunity to build community through the use of Cialdini Institute software for the Initial Term, and upon subscription for additional years;
  10. Being listed on Cialdini Institute’s website as an “Apprentice Cialdini Institute Licensed Trainer” for the Initial Term subject to the successful completion of the first year of the Cialdini Licensed Trainer Program; and upon subscription for additional years as a “Cialdini Institute Licensed Trainer”;
  11. Marketing and sales workshops upon subscription;
  12. Being part of the social ambassador program through which Cialdini Institute online content can be shared for the Initial Term, and upon subscription for additional years; and
  13. 50 annual vouchers for Cialdini certified practitioner workshops for the Initial Term, and upon subscription for additional years.
Additional Licensed Trainers
Except if Licensee is an individual, the Licensee may have additional personnel trained, certified, and receive ongoing support from Cialdini Institute at an additional annual fee per additional trainer available upon written request by Licensee.
Replacement of Licensed Trainers
1. In the event a nominated individual or Licensed Trainer leaves Licensee during the Term of this License Agreement, parties will mutually agree in writing on certification opportunities for any replacement trainers and related costs.
2. In the event a nominated individual or Licensed Trainer leaves Licensee, Licensee understands that their individual certification automatically expires, and they will no longer be able to use the Cialdini Institute materials or deliver Cialdini Institute training and support programs.
Intellectual Property and Right of Use
1. Each party shall retain ownership of its own trademarks and service marks, even if the other party has been granted rights to use such trademarks or service marks under the terms and conditions of this Agreement.
2. If Licensee receives or has knowledge of any infringement or potential infringement of Cialdini Institute’s licensed intellectual property rights, Licensee will immediately notify Cialdini Institute of such infringement.
3. Licensee and its affiliates will not apply for or otherwise seek to obtain patents, trademarks, design rights, copyrights or any other proprietary right in connection with the intellectual property rights, unless otherwise agreed in writing by Cialdini Institute.
4. Licensee and its affiliates will not undertake any actions that may affect the title or right of Cialdini Institute in and to the Cialdini Institute intellectual property rights, nor will it undertake any actions that could affect the validity or enforceability of the License granted hereunder during the Term hereof or thereafter or harm, misuse or bring into disrepute the intellectual property rights, their reputation or that of Cialdini Institute.
5. Licensee shall not allow personnel to reproduce, use or create imitation programs or other derivatives bearing a similar name or content to the services or products provided by Cialdini Institute.
6. Licensee agrees not to use or allow to be used the Cialdini Institute name, logos, brand colors and terms, including but not limited to terms such as “Ethical Persuasion” or “Ethical Influence” (and their derivatives/similarities) in connection with any other goods or services without prior written approval by Cialdini Institute. Additionally, Licensee agrees not to suggest that Cialdini Institute endorses any training, coaching, mentoring program, or support service/product other than those explicitly covered in this Agreement.
7. Licensee acknowledges that all Cialdini Institute training materials, website content, trainer documentation, and marketing materials are protected by copyright and may not be reproduced without the prior written approval by Cialdini Institute. Reproductions of Cialdini Institute materials are permitted only for use within the scope of this Agreement.
8. References to Cialdini Institute trademarks may be used solely for factual or descriptive purposes. For instance, Licensee and personnel are prohibited from incorporating Cialdini’s branding and trademarks into a business name, website domain or suggesting any affiliation with Cialdini Institute status.
9. Licensee and individuals are prohibited from using Cialdini Institute branding and trademarks or names to market or promote their own books, websites or other materials. For instance, Licensee may not put a statement on their materials that they are “based on” or “from” Cialdini Institute.
10. Licensee and individuals may not incorporate, integrate, or “repackage” Cialdini Institute’s trademarks or materials into their own materials. For example, they may not include elements from Cialdini Institute’s training materials in a workbook of their own creation.
11. Licensee is prohibited from using terms as “Trained with Cialdini Institute”, or any other form of “Cialdini Institute” on its own, and in connection to any form of “trainer”, outside the Term of this Agreement.
12. Licensee and individuals may not describe themselves as an employee of Cialdini Institute, nor may they say they are affiliated with or sponsored by Cialdini Institute.
13. Licensee and individuals may not design their websites, books, or other materials to resemble official Cialdini Institute materials by using colors or fonts that closely mimic those of Cialdini Institute’s websites, trademarks, training content, or other materials.
14. Licensee acknowledges Cialdini Institute’s exclusive right, title, and interest in the program materials and agrees not to contest or impair these rights in any way. Licensee will not represent ownership of the program materials or any part thereof and acknowledges that their use of the program materials does not grant them any right, title, or interest in the program materials. Any goodwill generated from such use will benefit Cialdini Institute.
Confidentiality
1. From time to time during the Term, either party (as "Disclosing Party") may disclose or make available to the other party (as "Receiving Party") information about its business affairs, finances, products, services, operations, processes, plans, engineering files, confidential information relating to intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information; such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form, and whether or not marked or otherwise identified as "confidential", constitutes "Confidential Information" hereunder. Confidential Information excludes information that at the time of disclosure: (i) is or becomes part of the public domain other than as a result of, directly or indirectly, any breach of this Agreement by Receiving Party or any of its representatives; (ii) was known by or in the possession of Receiving Party at the time of disclosure; (iii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or (iv) was or is independently developed by Receiving Party without reference to or use of any of Disclosing Party's Confidential Information.
2. Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Receiving Party shall not use Disclosing Party's Confidential Information for any purpose other than to perform its obligations hereunder and shall not disclose Disclosing Party's Confidential Information to any individual or entity at any time during the Term and for a period of five (5) years after its expiration or termination. Notwithstanding the foregoing, Receiving Party may disclose Disclosing Party's Confidential Information: (a) to Receiving Party's employees, officers, directors, shareholders, partners, managers, members, attorneys, accountants, and financial advisors, who have a need to know the Confidential Information for Receiving Party to perform its obligations hereunder; and (b) as may be required by law, a court of competent jurisdiction, or any governmental authority if Receiving party provides Disclosing Party prompt notice of such requirement to the extent legally permitted. On the termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all copies, whether in written, electronic, or other form or media, of Disclosing Party's Confidential Information or destroy all such copies and certify in writing to Disclosing Party that it has complied with the requirements of this Article 8. In addition to all other remedies available at law, Disclosing Party shall be entitled to seek injunctive relief for any violation or threatened violation of this Article 8.
Limitation of Liability
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST BUSSINESS, LOSS OF USE, OR ANY OTHER SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND TORT) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EXCESS OF THE AGGREGATE AMOUNT OF ALL PAYMENTS RECEIVED BY CIALDINI INSTITUTE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO THE LIABILITY.
Indemnification
LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CIALDINI INSTITUTE AND ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, MANAGERS, DIRECTORS, OFFICERS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, PENALTIES, FINES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND LITIGATION COSTS, PAID OR INCURRED BY THEM IN CONNECTION WITH ANY CLAIM BASED UPON OR ARISING FROM LICENSEE’S BREACH OF THIS AGREEMENT OR THE TERMS AND CONDITIONS OF THE CIALDINI LICENSED TRAINER PROGRAM OR ANY VIOLATION BY THE LICENSEE OF APPLICABLE LAWS IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT.
Access to Online Training and Support Materials
Licensee and nominated personnel shall have access to online training and support materials provided by Cialdini Institute through its website twenty-four (24) hours a day, seven (7) days a week, except during scheduled maintenance or necessary repairs. Access may also be interrupted due to events of force majeure as defined in Article 14 of this Agreement, including, but not limited to, disruptions in telecommunication or digital transmission links and internet slowdowns or outages.
Term and Termination
1. This Agreement is effective as of the Effective Date and shall continue for one (1) year (the “Initial Term”). The Initial Term will be renewed automatically thereafter for successive one-year periods unless either party gives the other party written notice of its intent not to renew the Agreement at least thirty (30) days prior to the expiration of the Initial Term or the applicable renewal term. The period from the Effective Date through the date of expiration or termination of this Agreement shall be referred to as the “Term”.
2. Termination by Licensee. Licensee may not terminate this Agreement for convenience. No refunds shall be issued by Cialdini Institute.
3. Termination by Cialdini Institute. Cialdini Institute may terminate this Agreement with immediate effect for any breach of this Agreement by Licensee including (a) where the Licensee has caused damage to the Cialdini Institute business, name or reputation; (b) where Licensee has allowed unauthorized usage of Cialdini Institute materials by its personnel; (c) where Licensee or any of its personnel is in breach of this Agreement, the Cialdini Licensed Trainer Program or any exhibit hereto; and (d) if Licensee is an individual, and if Cialdini Institute deems an individual to be unfit to be or become a Cialdini Institute Licensed Trainer, it will notify Licensee in writing.
4. Each party may immediately terminate this Agreement if any of the following or any comparable event occurs:
  1. Insolvency of the other party;
  2. Filing of a voluntary petition in bankruptcy by the other party;
  3. Filing of any involuntary petition in bankruptcy against the other party;
  4. Appointment of a receiver or trustee for the other party; or
  5. Execution of an assignment for the benefit of creditors by the other party.
    
    In the event of insolvency of Cialdini Institute, the License granted under this Agreement automatically terminates.
5. Effect of Termination. Each party shall within thirty (30) days, following the expiration or termination of this Agreement, (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party's Confidential Information; (ii) permanently erase all of the other party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and information technology backup systems in which case such copies shall be destroyed upon the normal expiration of the backup files; (iii) return to the other party all tangible property in its possession or control, belonging to the other party; and (iv) upon the other Party's request, certify in writing to the other party that it has complied with the requirements of this Section 12.5. Licensee’s obligations shall survive the termination of this Agreement.
6. Furthermore, after the expiration or termination of this Agreement, Licensee shall:
  1. cease using or gaining access to the Cialdini Institute program materials and ensure that its personnel, as well as any third parties cease using and gaining access to the Cialdini Institute program materials immediately; and
  2. not directly, or indirectly, represent to the public or hold itself out as a present or former licensee of Cialdini Institute without the prior written consent of Cialdini Institute.
7. For the avoidance of doubt, all benefits in Section 4.2 of this Agreement, will terminate with immediate effect upon termination of this Agreement.
8. Preservation of Rights. Termination or expiration of the License will not in any way operate to impair or destroy any of Cialdini Institute’s or Licensee's preexisting rights or remedies, either at law or in equity, or relieve Licensee of any of its obligations to comply with any other of Licensee's obligations under this Agreement that accrued prior to the effective date of the termination.
Relationship of the Parties
The parties to this Agreement are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, create a joint venture, partnership, agency or employment relationship, franchise, or business opportunity between the parties. Neither party, by virtue of this Agreement, has any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. Each party assumes responsibility for the actions of their personnel under this Agreement and is solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Agreement is to be accomplished.
Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent the failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics and pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) disruption in telecommunication or digital transmission links and internet slowdowns or outages; (e) action by any governmental authority or requirements of law; (f) embargoes or blockades in effect on or after the date of this Agreement; and (g) national or regional emergency; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of the Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of ninety (90) days following notice given by it under this Article 14, the other party may thereafter terminate this Agreement on five (5) days' written notice.
Specific Performance
The parties acknowledge that, in view of the uniqueness of the transactions contemplated under this Agreement, a party may not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and, therefore, agrees that the other party shall be entitled to seek specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled at Law or in equity. The parties hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any party and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of each party under this Agreement. Any party seeking an injunction or other provisional judicial relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such injunction or other provisional judicial relief.
Miscellaneous
1. Binding Effect. The provisions of this Agreement will be binding on and inure to the benefit of the successors and assigns of the parties.
2. Notices. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section:
  
  If to Cialdini Institute: Cialdini Institute LLC
  2248 S. Forest Avenue
  Tempe, Arizona 8528
  Email: bas@cialdini.com
  Attention: Bas Wouters
  
  If to Licensee, the email provided by Licensee upon signing up.
3. No Assignment. Licensee shall not, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement, without first obtaining written consent from Cialdini Institute. Any attempted assignment, transfer or delegation without such prior written consent shall be voidable at the sole option of Cialdini Institute and is presumed to be of no force and effect. Cialdini Institute may assign or transfer this Agreement or delegate its obligations under this Agreement, either in whole or in part, without Licensee’s prior written approval.
4. Waiver. No waiver of any provision of this Agreement may be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.
5. Applicable Law and Dispute Resolution. This Agreement and all matters arising out of or relating to this Agreement 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 this Agreement, 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.
6. Entire Agreement. This Agreement hereby terminates, succeeds and replaces any other agreements, or formalizes any arrangements or course of conduct by and between the parties with respect to the Services.
7. Severability. If any term or provision of this Agreement is deemed unenforceable or illegal as to any event or person, it shall be deemed severed from this Agreement, and the balance of this Agreement shall be enforced to the greatest extent possible.
8. Amendment. No amendment to this Agreement is effective unless it is in writing and identified as an amendment to this Agreement and signed by an authorized representative of each party.
9. Counterparts. This Agreement may be executed and delivered in one (1) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one (1) and the same instrument. Further, this Agreement may be executed and delivered by the parties via electronic transmission, including email or an e-signature application.

Exhibit A
Cialdini Institute – General Terms & Conditions Licensed Trainer Program

By signing up to become a Cialdini Institute Licensed Trainer, you hereby acknowledge that you have read, understood and accepted the standard terms and conditions set forth herein (the “Terms” or this “Agreement”) of Cialdini Institute, LLC (“Cialdini Institute”; and collectively with you, the “Parties” and each a “Party”).

Application and Admission.
1. By submitting the Commitment (sometimes referred to as the “Application”), you irrevocably apply to be admitted to the Cialdini Licensed Trainer Program for the duration of maximum one year (the “Cialdini Licensed Trainer Program”).
2. Cialdini Institute will review your Application and may, in its sole discretion, accept or reject your application for the Cialdini Licensed Trainer Program.
3. Upon Cialdini Institute’s written acceptance of your Application as set forth in Section 1(b) and the payment by you or your employer, if applicable, of all amounts due to Cialdini Institute, you are admitted to participate in the Certified Licensed Trainer Program. There are no refunds associated with this offer.
Training.
1. The Cialdini Licensed Trainer Program will be provided online.
2. You, and your employer, if applicable, are responsible for all costs and expenses related to completion of the Cialdini Licensed Trainer Program, including the costs and expenses related to your coaching activities, including but not limited to the costs of collateral materials and tools used.
Training and Products Provided.
1. Cialdini Institute determines at its own discretion the content and methods taught during the Cialdini Licensed Trainer Program as well as the tests you have to pass during the Cialdini Licensed Trainer Program, and Cialdini Institute reserves the right to modify the training, products, materials and availability to access the resources.
2. Upon obtaining login information from Cialdini Institute and upon receipt of the initial and renewal fees due, if any, you may access the member portal (“Portal”) on Cialdini Institute’s website (“Website”). Without prior written consent of Cialdini Institute, you 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. You may download and use approved branded promotional materials such as brochures, templates, logos and promotional pictures. If you are unsure of your use and access rights, you shall request the access or rights by emailing admin@cialdini.com for confirmation of your access and Cialdini Institute’s 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 Cialdini Institute’s prior written consent, you may not video record or audio record any portion of any Cialdini Licensed Trainer Program.
3. You grant Cialdini Institute permission to use your photographs, video and/or audio recordings taken while you were participating in the Cialdini Licensed Trainer Program (“Recordings”) in any and all of Cialdini Institute’s publications, for marketing and/or promotion (including but not limited to website and social media entries) of Cialdini Institute or its affiliates, without payment or any other consideration. You understand and agree that these Recordings will become the property of Cialdini Institute and will not be returned. You hereby irrevocably authorize Cialdini Institute to edit, alter, copy, exhibit, publish or distribute the Recordings, for purposes of publicizing the Cialdini Licensed Trainer Program or for any other lawful purpose. You waive the right to inspect or approve the finished product, including but not limited to written or electronic copy, wherein your likeness appears and any right to royalties or other compensation arising or related to the use of the Recordings. You hold Cialdini Institute harmless and release and forever discharge Cialdini Institute, its affiliates, and their directors, officers and employees from all claims, demands, and causes of action which you may have by reason of this authorization.
4. The Cialdini Licensed Trainer Program shall consist of the following benefits:
  1. One year of in-depth trainer development;
  2. Certification as a Cialdini Institute Licensed Trainer after successful completion of the first year of the Cialdini Licensed Trainer Program (“Licensed Trainer”) – as long as you maintain your ongoing Licensed Trainer status;
  3. Use of the “Cialdini Institute Licensed Trainer” trademark in accordance with the branding guidelines in Exhibit A – as long as you maintain your ongoing Licensed Trainer status;
  4. Monthly group meetings with other Licensed Trainers to work together on business development strategies, including but not limited to case studies, client development ideas, and successful sales and marketing approaches;
  5. Being part of a global community of Licensed Trainers;
  6. Ongoing business development and co-creation of business development strategies with other Licensed Trainers;
  7. Use of official keynotes, workshops and training formats developed by Cialdini Institute;
  8. Use of Cialdini Institute’s software for the initial term of the License Agreement, and upon subscription for additional years;
  9. Opportunity to build community through the use of Cialdini Institute software (the “Licensed Trainer Community”) for the initial term of the License Agreement, and upon subscription for additional years;
  10. Being listed on Cialdini Institute’s website as an “Apprentice Cialdini Institute Licensed Trainer” for the initial term of the License Agreement subject to successful completion of the first year of the Cialdini Licensed Trainer Program, and upon subscription for additional years as a “Cialdini Institute Licensed Trainer”;
  11. Marketing and sales workshops upon subscription;
  12. Being part of the social ambassador program through which you can share Cialdini Institute online content for the initial term of the License Agreement, and upon subscription for additional years; and
  13. 50 annual vouchers for Cialdini certified practitioner workshops for the initial term of the License Agreement and upon subscription for additional years.
Licensed Trainer Community. Licensed Trainers can build their own individual community through Cialdini Institute’s software. Any community member from a Licensed Trainer Community is also considered a community member of Cialdini Institute. Cialdini Institute will not actively solicit or approach any of a Licensed Trainer’s community members, unless they have previously contacted or reached out to Cialdini Institute or if the Licensed Trainer has ceased being a Licensed Trainer.
Obtaining and Maintaining Certification.
1. Upon successful completion of the Cialdini Licensed Trainer Program (including but not limited to successfully passing all the tests) and payment of the initial fee as determined in the sole discretion of Cialdini Institute, and provided that you have continuously complied with the Terms, Cialdini Institute shall grant you the right to designate yourself as a “Cialdini Institute Licensed Trainer” in connection with your training of the Online On-Demand Program (as defined in Section 7).
2. Cialdini Institute may, in its sole discretion, revoke your right to designate yourself as a “Cialdini Institute Licensed Trainer” if you breach the Terms and/or fail to pay the annual renewal fee determined by Cialdini Institute. If your title of Cialdini Institute Licensed Trainer has been revoked by Cialdini Institute because of non-payment of the annual fee, you may continue to present yourself as “Cialdini Certified Practitioner”. For the avoidance of doubt, the Cialdini Certified Practitioner cannot provide any training, keynotes, or workshops, or other Cialdini related programs.
3. You acknowledge and agree that Cialdini Institute may, at its sole discretion, discontinue or change at any time the Cialdini Licensed Trainer Program, the content and name of the Online On-Demand Program and the Program Materials (as defined in Section 7), as well as the requirements for the certification as “Cialdini Institute Licensed Trainer” (both initial and continuing, including but not limited to any tests you must pass to obtain, and the requirements you must adhere to maintain, the designation “Cialdini Institute Licensed Trainer”). Cialdini Institute may notify you of such changes by mail, email or by posting the information on the Website, and such changes shall become effective immediately upon Cialdini Institute’s notification.
Conduct of Business. You agree that all business you conduct under these Terms shall be performed in a manner that (i) does not in any way adversely impact Cialdini Institute’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 and Program Marks (as defined in Section 8). Additionally, you agree and will comply at all times with Cialdini Institute Code of Ethics, attached to these Terms below as Exhibit B.
License to Use the Online On-Demand Program and Program Marks.
1. Cialdini Institute grants to you 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 Cialdini Institute (the “Online On-Demand Program”), including, but not limited to, any workbooks, training guides, training manuals, keynotes, workshops, training formats, scripts and PowerPoint presentations provided by Cialdini Institute for the Licensed Trainer Program (the “Program Materials”) for personal purposes and for the training of your students. While you may use the Online On-Demand Program and the Program Materials for such purposes, you are not authorized to certify any person or entity as a Cialdini Institute Licensed Trainer or any other similar certification using the Cialdini name. You 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 Cialdini Institute. The license granted to you is conditioned upon your compliance with the Terms and the rules and policies developed by Cialdini Institute from time to time for the Cialdini Licensed Trainer Program and use of the Program Marks and the Program Materials.
2. You acknowledge that the Program Materials are the exclusive property of Cialdini Institute, 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 Cialdini Institute to you or any other person or entity. You 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 Cialdini Institute, you will not duplicate, modify, distribute or otherwise use the Program Materials in any format other than the format in which they were provided to you.
3. You have the right to use the Program Materials only as specifically set forth in the Terms. Without the prior written consent of Cialdini Institute, you do not have the right to use the Program Materials or any other copyright, trademark, trade name, or other intellectual property asset of Cialdini Institute 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.
4. You agree 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 Cialdini Institute. A “Third Party” means any person or entity other than you. Notwithstanding the foregoing, Cialdini Institute, in its sole discretion, may permit you to share Program Materials with other participants in the Cialdini Licensed Trainer Program through its Website but no fee or any other form of consideration shall be charged for such sharing. You 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 Licensed Trainer from the Cialdini Licensed Trainer Program, but Cialdini Institute, at its sole discretion, shall have the right to instruct you regarding maximum fees or other forms of consideration. Additionally, you shall follow Cialdini Institute’s written pricing instructions regarding the public offering / advertisements of the Online On-Demand Program.
5. With prior written consent of Cialdini Institute, you 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 Cialdini Institute to you. By way of example, the Program Materials are considered “customized” if your 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 you must be approved in writing by Cialdini Institute 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 your trademarks or trade names) that are in whole or in part derivative of the Program Materials, whether created by you, Cialdini Institute or otherwise, will be the sole and exclusive property of Cialdini Institute. You assign and transfer to Cialdini Institute all of your rights, title and interest to any customizations made to the Program Materials.
Trademark. You are permitted to promote your affiliation with the Cialdini Licensed Trainer Program solely for purposes of promoting your abilities as a trainer and as a part of any biographical description of you using the following description: “[Your name] is a Cialdini Institute Licensed Trainer”. Upon prior written consent of Cialdini Institute, you may use the “Cialdini Institute Licensed Trainer” mark and the other marks provided for use to you by Cialdini Institute from time to time (collectively, the “Program Marks”) in conjunction with your own materials and other promotional media solely for purposes of promoting your abilities as a trainer. However, you may not alter such Program Marks in color, text or design in any way. Notwithstanding the foregoing, no approval is required for your use of materials using the Program Marks provided by Cialdini Institute to you. The Program Marks may be used only in a manner and to the extent specifically authorized by Cialdini Institute. Cialdini Institute 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 Cialdini Institute to you. Cialdini Institute reserves the right to obtain the transfer of any unauthorized domain name upon first request and without reimbursement. You acknowledge that you have 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 Cialdini Institute.
Exclusionary clauses.
1. You agree not to engage in any work, business activities, or collaborations with the tobacco industry, including but not limited to any direct or indirect involvement with tobacco products or related marketing and promotional activities.
2. You agree not to participate in, or provide services to, any entity or individual associated with the adult industry. This includes, but is not limited to, businesses involved in adult entertainment, adult-oriented websites, or any other adult-related content or products.
3. You agree not to work with, promote, or be involved in any multi-level marketing schemes or network marketing organizations. This includes, but is not limited to, businesses that rely on recruitment of additional participants to generate income or those that require participants to purchase inventory or services in order to earn commissions.
4. You agree not to engage in, support, or endorse any gambling activities or organizations. This includes, but is not limited to, any direct or indirect involvement with gambling operations, betting services, casinos, or online gambling platforms.
5. You agree not to discuss or post content related to religion, sport clubs, or politics on social media platforms in connection with the Terms. This includes but is not limited to refraining from making any statements, comments, or endorsements that could be perceived as aligning with or promoting specific religious views, sports affiliations or political opinions.
Relationship of Parties. It is the express intention of the Parties that you are not a legal employee, agent, joint venturer, franchisee or partner of Cialdini Institute or its affiliates. Nothing in the Terms shall be interpreted or construed as creating or establishing an employment relationship, franchise or agency between you and Cialdini Institute or its affiliates. You will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of Cialdini Institute or its affiliates.
Quality Control. At any time during the term of this Agreement, Cialdini Institute shall have the right to inspect, audit, and listen to your use of the Program Materials in your training (without any fee or cost imposed by you) to determine: (a) the quality of the delivery or presentation; (b) the appropriate use by you of the license granted under the Terms; and (c) your adherence and compliance with the Terms. Cialdini Institute will provide you with reasonable notice of its intent to exercise this right and will attempt to use methods or means least burdensome to you and your students in exercising this right. You will not use the Program Materials or Program Marks in a manner which is deemed, in the sole discretion of Cialdini Institute, to be detrimental to the good reputations of the Cialdini Licensed Trainer Program, Cialdini Institute and/or its affiliates.
Confidential Information. You expressly undertake to retain in confidence all information and know-how transmitted to you by Cialdini Institute or that Cialdini Institute 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”). You will make no use of such Confidential Information. Notwithstanding the foregoing, you 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 your breach of the Terms, (ii) you received rightfully from an unaffiliated Third Party prior to your receipt from Cialdini Institute, (iii) you received on a non-confidential basis from a Third Party that was not legally or contractually restricted from disclosing such Confidential Information, or (iv) you independently developed without reference to any Confidential Information as evidenced by your written records. Further, you may disclose Confidential Information as required by governmental or judicial order, provided you give Cialdini Institute 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, your obligations under this Section 12 shall survive the expiration or termination of the Terms.
Non-Solicitation of Other Licensed Trainers; No Self-Promotion. You hereby acknowledge and agree not to solicit other participants in the Cialdini Licensed Trainer Program for the provision of goods or services by you or any other party, regardless of whether the goods and services are being provided for compensation, without the prior written consent of Cialdini Institute. You agree that you will not engage in self-promotion of your services at any Cialdini Licensed Trainer Program event or in any forum created by Cialdini Institute for the use by participants in the Cialdini Licensed Trainer Program. In addition, you 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 Licensed Trainer Program, for use by participants in the Cialdini Licensed Trainer Program, without the prior written consent of Cialdini Institute.
Termination.
1. The license and other rights granted to you hereunder are subject to termination, at Cialdini Institute's sole discretion, by providing written notice to you, upon the breach by you of any term or condition of this Agreement, and the breach not being cured within fifteen (15) days of you receiving written notice of default from Cialdini Institute. If you timely cure said breach as determined by Cialdini Institute 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 your breach of this Agreement results in irreparable damage, including reputational damage, to the Cialdini Licensed Trainer Program, Cialdini Institute, or any of its respective affiliates, officers, directors, employees, representatives, agents, instructors, vendors or independent contractors, as determined by Cialdini Institute in its sole discretion, Cialdini Institute is not obligated to provide you with any opportunity to cure and this Agreement will be immediately terminated upon written notice by Cialdini Institute to you.
2. Cialdini Institute shall be permitted to terminate the rights granted to you under this Agreement if the commercial value of the Cialdini Licensed Trainer Program or Cialdini Institute, is impaired by reason of the alleged commission by you 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, Cialdini Institute may terminate the license, and all rights granted to you hereunder if you take 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.
3. Upon termination of the Terms, you shall cease and desist from (i) designating or representing yourself as a “Cialdini Institute Licensed Trainer”, (ii) referring to yourself as former “Cialdini Institute Licensed Trainer” or having been trained by Dr. Robert Cialdini or Cialdini Institute, (iii) training 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 training of students or in any other manner, (v) using the Program Marks or the name, image or likeness of Dr. Robert Cialdini. Further, upon Cialdini Institute’s request, you shall hand over to Cialdini Institute or destroy all copies of Program Materials or any other materials obtained in any other manner relating to the Cialdini Institute methods and provide written confirmation of same.
4. For the avoidance of doubt, nothing in this Section 14 shall limit any obligations of you that survive the termination as set forth in the Terms, including, but not limited to, the confidentiality obligations in Section 12.
Indemnification. You indemnify, hold harmless and will defend Cialdini Institute, its affiliates, and their directors, officers, employees, representatives, agents, instructors, vendors and independent contractors 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) your offering and delivery/presentation of the Online On-Demand Program or Program Materials; and (ii) your actions or inaction in violation of the Terms or applicable law.
Infringement. If you learn 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 Cialdini Institute, you agree to promptly notify Cialdini Institute in the most expeditious means possible, followed by written notice, of any alleged unauthorized use and all other facts known to you. You agree 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 Cialdini Institute. You agree to reasonably cooperate with Cialdini Institute, at no out-of-pocket expense to you, in connection with any action taken by Cialdini Institute to investigate or terminate the (alleged) infringement.
Warranties.
1. You acknowledge and agree that you are 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 Licensed Trainer Program or by becoming certified. The information provided as part of the Cialdini Licensed Trainer Program is provided for your personal use. You use such information at your own risk and are solely responsible for any decisions and actions that result from your use of such information. The Cialdini Licensed Trainer Program does not provide psychological, relationship, legal, investment or financial advice. You acknowledge and warrant that if you are under the care of a physician or other health care professional, the trainings and programs provided herewith do not violate or otherwise conflict with the advice of your physician or other health care professional.
2. EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, CIALDINI INSTITUTE 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 YOUR CERTIFICATION (INCLUDING BUT NOT LIMITED TO FAILURE TO ACHIEVE THE CERTIFICATION, THE EXPIRATION, REVOCATION OR TERMINATION OF THE CERTIFICATION). THE CIALDINI LICENSED TRAINER PROGRAM AND PROGRAM MATERIALS ARE PROVIDED “AS IS”. CIALDINI INSTITUTE IS NOT LIABLE TO YOU 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 YOUR OFFERING AND DELIVERY OR PRESENTATION OF THE ONLINE ON-DEMAND PROGRAM, EVEN IF CIALDINI INSTITUTE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES. FURTHER, CIALDINI INSTITUTE’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 YOU TO CIALDINI INSTITUTE PURSUANT TO THE TERMS.
Miscellaneous.
1. During the term of this Agreement and at any time thereafter, you agree to refrain from disparaging, or otherwise portraying in a negative manner Cialdini Institute, its officers, directors, employees, as well as the Online On-Demand Program and Program Materials. You will refrain from any deceptive, misleading or unethical practices.
2. 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 you shall be addressed according to the addresses and other information appearing on the Commitment Form, or such other address as provided by Cialdini Institute in writing (if transmitted to Cialdini Institute). A Notice to Cialdini Institute shall be sent to: 2248 S. Forest Avenue, Tempe, Arizona 8528 Attention: Bas Wouters, bas@cialdini.com
3. 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.
4. Cialdini Institute may amend or modify these Terms from time to time. Cialdini Institute may, at its sole discretion, provide you 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.
5. You shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Terms without the prior written consent of Cialdini Institute. Any purported assignment or delegation in violation of this Section 18(e) shall be null and void. Cialdini Institute may at any time assign, transfer, or subcontract any or all of its rights or obligations under the Terms without your 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.
6. 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.
7. The application to the Cialdini Licensed Trainer 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.
8. The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

EXHIBIT B
CIALDINI INSTITUTE CODE OF ETHICS

Introduction ‘Cialdini Institute Code of Ethics’
The Ethical Code of Cialdini Institute defines the fundamental ethical values applicable to Cialdini Licensed Trainers and persons in training to become Cialdini Licensed Trainers. Compliance with these ethical principles and behavioral norms is vital for those who attain these certifications.
The primary aim of this Ethical Code is to safeguard and enhance the professional integrity of Cialdini Licensed Trainers and persons in training to become Cialdini Licensed Trainers.
The Ethical Code is pertinent and applied whenever a Cialdini Licensed Trainer and person in training to become a Cialdini Licensed Trainer operates in such capacity during any interaction related to coaching, training, speaking, consulting, or in marketing and communication activities. This Code clarifies the ethical obligations of Cialdini Licensed Trainers and persons in training to become Cialdini Licensed Trainers in their various roles.
Throughout their professional endeavors, Cialdini Licensed Trainers and persons in training to become Cialdini Licensed Trainers will undoubtedly face situations that demand responses to unforeseen problems, resolution of dilemmas, and tackling of issues. This Ethical Code has been developed as a guide to highlight various ethical considerations that need to be taken into account. It also aids in identifying alternative approaches to ethical behavior implementation.
Licensed Trainers and persons in training to become Cialdini Licensed Trainers who are certified by Cialdini Institute and accept the Ethical Code of Conduct commit to ethical practices.

Cialdini Institute Code of Ethics
The following ethical standards are integrated into the professional responsibilities of the Cialdini Licensed Trainer and person in training to become a Cialdini Licensed Trainer:
Section I - Accountability to Clients
As a Cialdini Licensed Trainer or person in training to become a Cialdini Licensed Trainer, I commit to:

Clarifying and confirming the essence and expected benefits of the Cialdini Licensed Trainer, the scope and boundaries of confidentiality, fiscal arrangements, and any additional terms of the Cialdini Licensed Trainer Standard Terms and Conditions before or during the initial meeting with my client(s).
Formulating a consensus or contract concerning the roles, responsibilities, and privileges of all involved parties with my client(s) and before commencing services.
Upholding the highest standards of confidentiality with all entities as mutually agreed upon. I am aware of and comply with all relevant laws regarding personal information and communication.
Fully comprehending the method of information dissemination among all involved parties during all sessions.
Making explicit agreements with clients, sponsors, or other interested parties about circumstances in which information may not remain confidential (e.g., illegal activities, if legally necessary, per valid court order or subpoena; impending or probable harm to self or others; etc.). Should I reasonably suspect one of the above situations to apply, it may be necessary to alert the relevant authorities.
As a Cialdini Licensed Trainer or person in training to become a Cialdini Licensed Trainer, I manage conflicts of interest or potential conflicts between myself and my clients or sponsors through agreements and ongoing communication. This includes discussion of organizational roles, responsibilities, relationships, records, confidentiality, and other reporting requirements.
I am responsible for the management, storage, and deletion of all data, including digital files and communication, generated during my professional interactions. I do this in a manner that promotes confidentiality, security, and privacy and complies with all relevant laws and agreements. Moreover, I ensure that I make correct use of emerging and evolving technological developments applied in Cialdini Licensed Trainer services and products, and I understand how different ethical standards apply to them.
I remain alert to signals indicating a possible change in the value the relationship provides. If so, I adjust the relationship or advise the client(s) / sponsor(s) to seek another Cialdini Licensed Trainer, consult another professional, or use another source.
I respect the right of all involved parties to terminate the relationship for any reason at any point during the process, taking into account the provisions of the agreement.
I am aware of the implications of having multiple contracts and relationships with the same clients and sponsors simultaneously to avoid conflicts of interest.
I am aware of and actively manage power or status differences between myself and the client that can arise due to cultural, relational, psychological, or contextual factors.
I disclose to my clients that I may receive compensation or other benefits for referring my clients to third parties.
I ensure consistent quality of the programs and services offered as a Cialdini Licensed Trainer, regardless of the amount or form of the agreed compensation in a relationship.

Section II - Responsibility for Practice and Behavior
As a Cialdini Licensed Trainer and person in training to become a Cialdini Licensed Trainer, I commit to:

Respecting the ‘Cialdini Institute Code of Ethics’ in all my actions. Should I become aware of a probable violation of the Code by myself or observe unethical behavior by another Cialdini Licensed Trainer, I will respectfully raise the issue with the individuals involved. If the situation does not rectify as a result, I will bring the matter to a formal authority of Cialdini Institute for resolution.
Insisting that all auxiliary staff adhere to Cialdini Institute's Code of Conduct.
Striving for excellence through continual personal, professional, and ethical growth.
Acknowledging personal limitations or situations that could potentially impede, obstruct, or disrupt my performance as a Cialdini Licensed Trainer or person in training to become a Cialdini Licensed Trainer. When necessary, I will proactively seek assistance to determine the right course of action and promptly seek relevant professional guidance. This may result in the suspension or termination of my relationships.
Striving to resolve any existing or potential conflicts of interest by discussing the matter with the involved parties, seeking professional assistance, or temporarily suspending or terminating the professional relationship.
Committing to preserving the privacy of Cialdini Institute members and using the contact information of Cialdini Institute members (such as email addresses, telephone numbers, etc.) only as approved by Cialdini Institute or the individual Cialdini Institute member.

Section III - Duty to Professionalism
As a Cialdini Licensed Trainer or person in training to become a Cialdini Licensed Trainer, I commit to:

Accurately identifying my Cialdini Licensed Trainer qualifications, if applicable, my level of professional competence, expertise, experience, training, certifications, and recognitions from Cialdini Institute.
Delivering truthful and accurate oral and written affirmations about my offerings as a Cialdini Licensed Trainer or person in training to become a Cialdini Licensed Trainer, the offerings of Cialdini Institute, the profession, and the potential benefits of Cialdini Licensed Trainer.
Making it a priority to communicate and create awareness among those who need to be informed about the ethical obligations as set forth in this Code.
Taking responsibility for setting clear, appropriate, and culturally sensitive boundaries for interactions, whether they be physical or otherwise.
Refraining from any sexual or romantic involvement with Clients or Sponsors. I am constantly aware of the level of intimacy that is appropriate for the professional relationship and take appropriate measures to address the issue or terminate the involvement.

Section IV - Commitment to Society

As a Cialdini Licensed Trainer or person in training to become a Cialdini Licensed Trainer, I commit to:

Avoiding discrimination by upholding fairness and equality in all tasks and activities, respecting local laws and cultural traditions. This includes but is not limited to discrimination based on age, race, gender identity, ethnicity, sexual preference, religion, national origin, disability, or military status.
Acknowledging and respecting the contributions and intellectual property of others. I am aware that violating this standard may expose me to legal prosecution by a third party.

Individual learning

Cialdini Institute Licensed Trainer Agreement

Exhibit ACialdini Institute – General Terms & Conditions Licensed Trainer Program

EXHIBIT BCIALDINI INSTITUTE CODE OF ETHICS

Exhibit A
Cialdini Institute – General Terms & Conditions Licensed Trainer Program

EXHIBIT B
CIALDINI INSTITUTE CODE OF ETHICS