Cialdini Institute LLC

By signing up to become a Cialdini Certified Professional, such individual (the “Professional”) 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 Professional the “Parties” and each a “Party”). 

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

2.   TRAINING OF PROFESSIONAL
a)   The Cialdini Certified Professional Program will be provided online.
b)   Professional is responsible for all costs and expenses related to completion of the Cialdini Certified Professional Program, including the costs and expenses related to Professional’s 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 Professional Program as well as the tests the Professional has to pass during the Cialdini Certified Professional 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, Professional may access the member portal (“Portal”) on Company’s website (“Website”). Without prior written consent of Company, Professional 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. Professional may download and use approved branded promotional materials such as brochures, templates, logos and promotional pictures. If Professional 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 Professional’s 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, Professional may not video record or audio record any portion of any Certified Professional Program. 
c)   Professional grants Company permission to use photographs, video and/or audio recordings of Professional taken while Professional was participating in the Certified Professional 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. Professional understands and agrees that these Recordings will become the property of Company and will not be returned. Professional hereby irrevocably authorizes Company to edit, alter, copy, exhibit, publish or distribute the Recordings, for purposes of publicizing the Cialdini Certified Professional Program or for any other lawful purpose. Professional waives the right to inspect or approve the finished product, including but not limited to written or electronic copy, wherein Professional’s likeness appears and any right to royalties or other compensation arising or related to the use of the Recordings. Professional 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 Professional may have by reason of this authorization.

4. OBTAINING AND MAINTAINING CERTIFICATION
a)   Upon successful completion of the Cialdini Certified Professional 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 Professional has continuously complied with the Terms, Company hereby grants Professional the right to designate himself or herself as a “Certified Cialdini Professional” 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 Professional’s right to designate himself or herself as a “Cialdini Certified Professional” if Professional breaches the Terms and/or fails to pay the annual renewal fee determined by the Company. If Professional’s title of Cialdini Certified Professional has been revoked by the Company because of non-payment of the annual fee, Professional may continue him- or herself as “Cialdini Accredited Influencer Practitioner”. 
c)   Professional acknowledges and agrees that Company may, at its sole discretion, may discontinue or change at any time the Cialdini Certified Professional 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 Professional” (both initial and continuing, including but not limited to any tests Professional must pass to obtain, and the requirements Professional must adhere to maintain, the designation “Cialdini Certified Cialdini Professional”). Company may notify Professional 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 
Professional agrees that all business he or she conducts in his or her capacity as a “Cialdini Certified Professional” 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 Professional 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 Professional Program (the “Program Materials”) for personal purposes and for the coaching of Professional’s students. While Professional may use the Online On-Demand Program and the Program Materials for such purposes, Professional is not authorized to certify any person or entity as a Cialdini Certified Professional or any other similar certification using the Cialdini name. Professional 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 Professional is conditioned upon Professional’s compliance with the Terms and the rules and policies developed by Company from time to time for the Certified Professional Program and use of the Program Marks (as defined in Section 7) and the Program Materials.
b)   Professional 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 Professional or any other person or entity. Professional 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, Professional will not duplicate, modify, distribute or otherwise use the Program Materials in any format other than the format in which they were provided to Professional.
c)   Professional has the right to use the Program Materials only as specifically set forth in the Terms. Without the prior written consent of Company, Professional 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)   Professional 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 Professional. Notwithstanding the foregoing, Company, in its sole discretion, may permit Professional to share Program Materials with other participants in the Cialdini Certified Professional Program through its Website but no fee or any other form of consideration shall be charged for such sharing. Professional 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 Professional from the Cialdini Certified Professional Program, but Company, at its sole discretion, shall have the right to instruct Professional regarding maximum fees or other forms of consideration. Additionally, Professional 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, Professional 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 Professional. By way of example, the Program Materials are considered “customized” if Professional’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 Professional 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 Professional’s trademarks or trade names) that are in whole or in part derivative of the Program Materials, whether created by Professional, Company or otherwise, will be the sole and exclusive property of Company. Professional assigns and transfers to Company all of Professional’s right, title and interest to any customizations made to the Program Materials.

7.   TRADEMARK
Professional is permitted to promote its affiliation with the Cialdini Certified Professional Program solely for purposes of promoting Professional’s abilities as a coach and as a part of any biographical description of Professional using the following description: “[Professional’s name] is a Cialdini Certified Professional”. Upon prior written consent of Company, Professional may use the “Cialdini Certified Professional” mark and the other marks provided for use to Professional by Company from time to time (collectively, the “Program Marks”) in conjunction with Professional’s own materials and other promotional media solely for purposes of promoting Professional’s abilities as a coach. However, Professional may not alter such Program Marks in color, text or design in any way. Notwithstanding the foregoing, no approval is required for Professional’s use of materials using the Program Marks provided by Company to Professional. 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 Professional. Company reserves the right to obtain the transfer of any unauthorized domain name upon first request and without reimbursement. Professional acknowledges that Professional 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 Professional 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 Professional and Company or its affiliates. Professional 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 Professional’s use of the Program Materials in Professional’s coaching (without any fee or cost imposed by Professional) to determine: (a) the quality of the delivery or presentation; (b) the appropriate use by Professional of the license granted under the Terms; and (c) Professional’s adherence and compliance with the Terms. Company will provide Professional with reasonable notice of its intent to exercise this right and will attempt to use methods or means least burdensome to Professional and Professional’s students in exercising this right. Professional 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 Professional Program, Company and/or its affiliates.

10. CONFIDENTIAL INFORMATION
Professional expressly undertakes to retain in confidence all information and know-how transmitted to Professional 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”). Professional will make no use of such Confidential Information. Notwithstanding the foregoing, Professional 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 Professional’s breach of the Terms, (ii) Professional received rightfully from an unaffiliated Third Party prior to its receipt from Company, (iii) Professional received on a non-confidential basis from a Third Party that was not legally or contractually restricted from disclosing such Confidential Information, or (iv) Professional independently developed without reference to any Confidential Information as evidenced by Professional’s written records. Further, Professional may disclose Confidential Information as required by governmental or judicial order, provided Professional 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, Professional’s obligations under this Section 10 shall survive the expiration or termination of the Terms.

11.   NON-SOLICITATION OF OTHER PROFESSIONALS
No Self-Promotion. Professional hereby acknowledges and agrees not to solicit other participants in the Cialdini Certified Professional Program for the provision of goods or services by Professional or any other party, regardless of whether the goods and services are being provided for compensation, without the prior written consent of Company. Professional agrees that Professional will not engage in self-promotion of Professional’s services at any Cialdini Certified Professional Program event or in any forum created by Company for the use by participants in the Cialdini Certified Professional Program. In addition, Professional 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 Professional Program, for use by participants in the Cialdini Certified Professional Program, without the prior written consent of Company. 

12.   TERMINATION 
a)   The license and other rights granted to Professional hereunder are subject to termination, at Company's sole discretion, by providing written notice to Professional, upon the breach by Professional of any term or condition of this Agreement, and the breach not being cured within fifteen (15) days of Professional receiving written notice of default from Company. If Professional 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 Professional’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 Professional with any opportunity to cure and this Agreement will be immediately terminated upon written notice by Company to Professional.
b)   Company shall be permitted to terminate the rights granted to Professional pursuant to this Agreement if the commercial value of the Program or Company, is impaired by reason of the alleged commission by Professional 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 Professional hereunder if Professional 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, Professional shall cease and desist from (i) designating or representing himself or herself as a “Cialdini Certified Professional”, (ii) referring to himself or herself as former “Cialdini Certified Professional” 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, Professional 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 Professional that survive the termination as set forth in the Terms, including, but not limited to, the confidentiality obligations in Section 10. 

13.   INDEMNIFICATION
Professional 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) Professional’s offering and delivery/presentation of the Online On-Demand Program or Program Materials; and (ii) Professional’s actions or inaction in violation of the Terms or applicable law.

14.   INFRINGEMENT
If Professional 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, Professional 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 Professional. Professional 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. Professional agrees to reasonably cooperate with Company, at no out-of-pocket expense to Professional, in connection with any action taken by Company to investigate or terminate the (alleged) infringement.

15.   WARRANTIES
a)   Professional acknowledges and agrees that Professional 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 Professional Program or by becoming certified. The information provided as part of the Cialdini Certified Professional Program is provided for Professional’s personal use. Professional uses such information at Professional’s own risk and is solely responsible for any decisions and actions that result from Professional’s use of such information. The Cialdini Certified Professional Program does not provide psychological, relationship, legal, investment or financial advice. Professional acknowledges and warrants that if Professional is 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 Professional’s physician or other health care professional.
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 PROFESSIONAL’S CERTIFICATION (INCLUDING BUT NOT LIMITED TO FAILURE TO ACHIEVE THE CERTIFICATION, THE EXPIRATION, REVOCATION OR TERMINATION OF THE CERTIFICATION). THE CERTIFIED PROFESSIONAL PROGRAM AND PROGRAM MATERIALS ARE PROVIDED “AS IS”. COMPANY IS NOT LIABLE TO PROFESSIONAL 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 PROFESSIONAL’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 PROFESSIONAL TO COMPANY PURSUANT TO THE TERMS.

16.   MISCELLANEOUS 
a)   During the term of the Terms and at any time thereafter, Professional 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. Professional 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 Professional 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 Professional 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)   Professional 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 Professional'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 Professional 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.