Tiny Habits® Certification Program
Terms and Conditions of Use and Certification Agreement

v5.25.17

Welcome to the Tiny Habits Coach Certification Program!

Please read these Terms and Conditions of Use and Certification Agreement carefully before purchasing the Tiny Habits Coach Certification Course.  By purchasing the Tiny Habits Coach Certification Course, you are acknowledging that you have read and agree to these Terms and Conditions of Use and the Certification Agreement.

We want to help you (“You”) become a certified Tiny Habits Coach (“Coach”).  These General Terms and Conditions (the  “General Terms”), between You and Tiny Habits Training LLC (“THTL”) describe the process through which you can become a certified Tiny Habits Coach. Please read through them carefully so you are aware of your rights and obligations.   All references to these “General Terms” shall include all mutually executed attachments  (each, an “Attachment” and collectively, the “Attachments”) to these General Terms.

To become a certified Tiny Habits Coach, you need to successfully complete three steps, summarized below:

1.  Confidentiality.  Under these General Terms You will be provided with materials in oral, written, graphic, slide, and video formats that are confidential and proprietary to THTL (the “THTL Confidential Information”).  You agree to hold such THTL Confidential Information in strict confidence and not to disclose such THTL Confidential Information to any third parties (including any of Your Clients (as defined in the Certified Coach Attachment)), except as expressly permitted by THTL in writing.  You will not use such THTL Confidential Information for any purpose other than performance of your obligations under these General Terms as expressly permitted by THTL in your capacity as a certified Tiny Habits Coach.  Without limiting the foregoing, you will not use the THTL Confidential Information (or any other non-confidential THTL copyrighted information such, without limitation, videos, materials posted on websites, etc.)  to create a separate product about habits (such as an app or a workbook) or to create Your own training solution.   The above obligations shall not apply to any portion of the THTL Confidential Information which (i) has become publicly known through no wrongful act of You or any third party, or (ii) which becomes known to You from a third party who was free of any duty of confidentiality. Your obligations set forth in this section shall survive the termination or expiration of these General Terms.

2.  Payment/Progress.  Payment for the Masterclass and Apprenticeship shall be due and payable in advance of the commencement of the Masterclass or the Apprenticeship, as  applicable.  Fees for the Masterclass and Apprenticeship are not refundable unless you provide at least seven (7) days notice that you will be unable to attend the Masterclass. THTL reserves the right to raise its fees at any time, but such increased fees will not be binding on you for any Masterclass or Apprenticeship program for which you have already enrolled.  Payment for any or all stages of the certification process and completion of each stage of the certification process does not guarantee that You will satisfactorily pass the program and become certified. All fees are (and payments made) in United States dollars and are exclusive of applicable sales, use or similar taxes, if any, for which You are obligated to pay THTL.  All amounts payable under this Agreement shall be exclusive of value added tax or analogous taxes (if any) which You shall pay at the rate applicable thereto from time to time. 

3. Intellectual Property

3.1 THTL Content. Pursuant to these General Terms, THTL will be providing You with certain written, visual, oral and digital materials, including without limitation the Instructor Materials (as defined in the Masterclass Attachment),  the  Student  Materials (as defined in the Certified Coach Attachment) and the THTL Confidential Information (collectively, the “THTL Content”). THTL shall retain ownership of all such THTL Content and all intellectual property rights therein.    No rights to such THTL Content are granted to you other than as expressly set forth in these General Terms.

3.2  Feedback and Suggestions.  You might give feedback and suggestions about problems, changes or improvements to the THTL Content or the Tiny Habits method more generally (“Feedback”).  You hereby assign all rights, title and interest in and to the Feedback to THTL and agree to assist THTL in any manner necessary to perfect such assignment.

3.3  Trainer Derivatives.  “Trainer Derivatives” means any modifications to or derivative works made by You (or any third party at Your request) to any THTL Content, the Student Materials (as defined in the Certified Coach Attachment) or any other Tiny Habits proprietary content You have learned prior to, during or after the term of these General Terms (such as BJ Fogg’s introductory document, videos, spreadsheets, materials posted online, etc.).  To the extent You create or have created any Trainer Derivatives, You hereby assign to THTL, its successors, and assigns, all right, title, and interest in and to all the Trainer Derivatives and all intellectual property rights included therein.  You agree to execute any documents requested by THTL to provide THTL the right to own, use and protect such Trainer Derivatives.  You hereby appoint THTL as Your attorney-in-fact for the sole purpose of executing those consents and documents necessary to secure for THTL the above rights. For purposes of clarification, the use of such Trainer Derivatives requires the permission of and, depending on the nature of the use, potentially a license from THTL. 

Note: The following paragraphs are required to be in all caps. We’re not shouting. The caps are legally required to be sure you read them.

4.  DISCLAIMER OF WARRANTIES.  THTL MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER UNDER THESE GENERAL TERMS.  IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY EXCLUDED.

5.  LIMITATION OF LIABILITY.  THTL SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOSS OF DATA) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THTL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF YOU ASSERT OR ESTABLISH FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

IN NO EVENT SHALL THTL’S LIABILITY FOR ANY CAUSE WHATSOEVER EXCEED FIVE HUNDRED DOLLARS ($500).

6.  Termination.

6.1  Termination.  These General Terms will remain in effect for as long as there are any outstanding Attachments between the parties, unless earlier terminated by either party upon five (5) days notice for material breach of the other party.  You may terminate these General Terms at any time if you decide to withdraw from the certification process, but, except as expressly stated to the contrary in the General Terms, THTL will not refund any prepaid amounts you have paid. For clarity, termination of these General Terms will automatically terminate any mutually executed Attachments then in effect between the parties. 

6.2  Survival.  Sections 1, 3, 4, 5, 6 and 7  survive termination or expiration of these General Terms.

7.  General.    Any claim, dispute or controversy relating to these General Terms will be governed by the laws of the State of California without giving effect to any choice of law principles. Any such claim, dispute or controversy must be brought in a court of competent jurisdiction, federal or state, located within San Francisco County, California, and the parties hereby irrevocably consent to personal jurisdiction and venue in such court. The parties are independent contractors and neither party is an employee, agent, servant, representative, partner, or joint venturer of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. These General Terms may not be assigned by You, even by operation of law, in a merger or stock or asset sale, without the express written permission of THTL. Any attempt to do so will be null and void. These General Terms may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement.  These General Terms (including any mutually executed Attachments) are the complete and exclusive statement of the mutual understanding of the parties and merge all prior discussions, both oral and written, between the parties related to the subject matter hereof. The failure of either party to require performance by the other party of any provision of these General Terms shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  In the event that any provision of these General Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these General Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.  These General Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.

IN WITNESS WHEREOF, You and THTL have caused these General Terms to be executed by their duly authorized representatives.

Attachment 1- Masterclass Attachment

This Attachment 1 (“Masterclass Attachment”) to the General Terms is entered as of the Masterclass Attachment Effective Date above by and between You and THTL.  Unless otherwise defined herein, capitalized terms used in this Masterclass Attachment shall have the same meaning as those used in the General Terms. The parties desire to amend the General Terms by adding the following:

1.  Masterclass Format and Payment.  You agree to participate in the  Masterclass on the date(s) indicated above.  Payment for the Masterclass (in the amount set forth above) is due prior to the date the Masterclass begins. If You are participating in the Masterclass online, You are responsible for ensuring that You have the necessary technical requirements that allow You to participate in the class online (such as a computer, internet access, adequate bandwidth).  THTL will not refund Your fees for the Masterclass if You are unable to access the class for technical reasons not caused by THTL. If you need to reschedule a class or make up a class that you missed, the cost is $100/class, paid in advance.

2.  Instructor Materials.  As used in this Masterclass Attachment, “Instructor Materials” refers to materials provided to you by THTL during the Masterclass to educate you and assist you in providing Tiny Habits coaching.  Such Instructor Materials may be in written, graphic, slide, or video formats.  Such Instructor Materials shall be considered THTL Confidential Information under the General Terms. 

Except as modified herein, the General Terms shall be unaffected and shall remain in full force and effect, and shall apply in full to the terms of this Masterclass Attachment.  Any conflicts between the terms of this Masterclass Attachment and the General Terms shall be resolved in favor of this Masterclass Attachment.  This Masterclass Attachment and the General Terms constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof.  All previous discussions and agreements with respect to this subject matter are superseded by this Attachment and the General Terms.

Attachment 2 – Apprenticeship Attachment

This Attachment 2 (“Apprenticeship Attachment”) to the General Terms is entered as of the Apprenticeship Attachment Effective Date above by and between You and THTL.  Unless otherwise defined herein, capitalized terms used in this Apprenticeship Attachment shall have the same meaning as those used in the General Terms (as amended by the Masterclass Attachment). The parties desire to amend the General Terms (as amended by the Masterclass Attachment) by adding the following:

1.  Apprenticeship Format and Payment.  The Apprenticeship shall consist of You training Tiny Habits participants under the direct supervision of either BJ Fogg or Linda Fogg-Phillips, or other trainer they authorize.  Payment for the Apprenticeship (in the amount set forth above) is due prior to the date the Masterclass and Apprenticeship begins.

2.  Participant Names and Contact Information.  The names, contact information, email addresses and other data and information you have access to about Tiny Habits participants during the Apprenticeship shall be considered THTL Confidential Information under the General Terms. 

3.  Your Obligations. You understand that Your conduct in Your capacity as an apprentice reflects on THTL and the Tiny Habits brand and reputation.  At all times in your interaction with Tiny Habits participants, You agree to conduct Yourself in strict accordance with the guidelines provided to you during the Masterclass and the Apprenticeship.  You further agree to conduct yourself in a professional and courteous manner in all your interactions with Tiny Habits participants, including without limitation refraining from using profanity or suggestive/sexual language in your interactions with Tiny Habits participants.  You are not permitted to contact any Tiny Habits participants for any purpose other than as required by the Apprenticeship.

Except as modified herein, the General Terms (as amended by the Masterclass Attachment) shall be unaffected and shall remain in full force and effect, and shall apply in full to the terms of this Apprenticeship Attachment.  Any conflicts between the terms of this Apprenticeship Attachment and the General Terms shall be resolved in favor of this Apprenticeship Attachment.  This Apprenticeship Attachment and the General Terms (as amended by the Masterclass Attachment) constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof.  All previous discussions and agreements with respect to this subject matter are superseded by this Attachment and the General Terms.

Attachment 3 – Certified Coach Attachment

License Fee: $500 annually or 12 payments of $50 a month.

Licensing fee is due 30 days upon the completion of your Tiny Habits Coach Certification and then annually there after on the anniversary date of the completion of your certification.

This Attachment 3 (“Certified Coach Attachment”) to the General Terms is entered as of the Certified Coach Attachment Effective Date of when your certification is completed and is between You and THTL.  Unless otherwise defined herein, capitalized terms used in this Certified Coach Attachment shall have the same meaning as those used in the General Terms (as amended by the Masterclass Attachment and the Apprenticeship Attachment). The parties desire to amend the General Terms (as amended by the Masterclass Attachment and the Apprenticeship Attachment) by adding the following:

1.  Definitions.

“Clients” means Your clients who have registered to take a Tiny Habits course from you and/or who are being coached by you in the Tiny Habits method.

“Course(s)” means the teaching of the Tiny Habit method to Clients which You are authorized by THTL to do on the conditions set forth in the General Terms as amended by this Certified Coach Attachment.

“Student Materials” means the written, graphic, and video materials developed by THTL for You to use and adapt for use in connection with teaching the Course to.

“Learning Environment” means the  environment used by You to deliver Courses and teach this method. For purposes of clarification, You must deliver Courses only to Clients in the following formats:  live face-to-face settings, over telephone or by teleconference (including video conferencing platforms such as Skype, Zoom, or Google hangouts), or by webinar.  You can follow up with clients via text or email, but your course and/or coaching can not be done solely by text or email. You are responsible for ensuring that the Courses and the Student Materials are only available to Clients, and not available to the general public.

“License Fee(s)” means the monthly license fee set forth above.

“Trademark(s)” means THTL’s Tiny Habits trademark, service mark or logo as provided to You. 

2.  Your Rights and Obligations.

2.1  Teaching  Materials.  During the term of this Certified Coach Attachment, and subject to the restrictions contained in the General Terms, You may use the Instructor Materials  to teach Courses to Clients.  For purposes of clarification, the portions of the  Instructor Materials that are designated as  THTL Confidential Information  may not be used or disclosed to any third party (including Clients) except as expressly provided in writing by THTL. 

2.2  Student Materials. Subject to Section 3.3 of the General Terms, You may modify and create Trainer Derivatives (as defined in the General Terms) of the Student Materials in order to adapt them to Your Courses, provided that all such adaptations are subject to review and approval by THTL prior to use by You in a Course. 

2.3  Course Format. You agree to generally follow the outline provided by THTL for each Course.

2.4 Learning Environment.  You must teach the Course in the Learning Environment. 

2.5  Prohibition on Recording.  You agree not to, and not to permit any Client or third party to audio or video record the Course or any portion thereof.

2.6  Quality.  You agree to teach the Course in a professional, high-quality manner consistent with the instruction received during the Masterclass and the Apprenticeship.

2.7  Certification.  Subject to the trademark license set forth in Section 4.3 below, You may identify Yourself as a “Tiny Habits Certified Coach.”

2.8  Advertising and Promotional Materials. You may advertise the Courses using the written and digital materials provided by THTL .  You agree not to modify such materials.  All uses of THTL’s Trademarks will be in accordance with THTL’s Trademark guidelines as provided by THTL.  THTL has the right to review and approve any of Your advertising, and You agree to promptly cease and/or modify (as requested by THTL) any such advertising that THTL deems detrimental to or inconsistent with THTL’s brand or image.

2.9  Registration of Clients/Data Ownership.  You agree to register Clients for Courses in writing, and such written registration shall include the terms included on Exhibit A allowing THTL to contact Clients to obtain Course evaluations and for other marketing purposes. All Client information and data collected by You (“Client Data”) is owned by THTL, and you agree to provide such Client Data to CML on a monthly basis in a format agreed to by THTL.  THTL grants you a limited, non-transferable, non-sublicensable, non-exclusive license, during the period of Your certification, to use such Client Data solely for purposes of providing the coaching services as described in this Certified Coach Attachment.

2.10  Reports.  Within thirty (30) days of the completion of any Course, You will provide a written report to THTL with the following information: (1) the Course date; (2) number of Clients attending that Course; (3) names and email addresses of Clients attending that Course. 

2.11  Duration of Certification.  Subject to your continued payment of the monthly License Fee, Your certification is valid for one year from the date on which it was granted.  Notwithstanding the foregoing or anything to the contrary in the General Terms, THTL may terminate the General Terms (including this Certified Coach Attachment) upon fifteen written days to You if You are not maintaining the quality or standards associated with the Tiny Habits program, as described to you during the Masterclass and Apprenticeship.  In such event you are no long required to pay the License Fee but you are not entitled to any refund or reimbursement for past License Fees or any costs associated with Your certification or Your business as a Tiny Habits Coach. Unless You obtain recertification prior to the expiration of the certification, upon expiration of the certification, You may no longer represent Yourself as a “Certified Tiny Habits Coach” or exercise any of the other rights under this Agreement.  Recertification may be subject to additional requirements.

2.12  Agreements with Clients.  You agree to have written agreements with Your Clients which are at least as protective of CML as the terms of 3.1, 4, 5 and 6 of the General Terms.

2.13 Insurance.  In addition to worker’s compensation and employer’s liability insurance, if applicable, You agree to maintain at Your own cost the following  (i) comprehensive general liability insurance with a combined single limit of $1,000,000 per occurrence for bodily injury (including death) and property damage, and (ii) errors and omissions coverage with a combined single limit of $1,000,000 per occurrence including, without limitation, coverage for wrongful acts, errors or omissions, libel, slander, disparagement, violation of privacy, malicious prosecution, infringement, unfair competition, breach of confidentiality and trade secret misappropriation or disclosure.  Certificates of insurance naming THTL as an additional insured, must be delivered to THTL at the commencement of Your certification and insurance must be maintained for as long as Your certification  remains in effect.  The insurance must not be canceled without prior written notice to THTL.

2.14 Payment. Subject to the payment terms set forth in the General Terms, You agree to pay THTL the Per Student Fee within five (5) days of the date of the commencement of any Course. THTL reserves the right to change the Per Student Fees at any time upon ninety (90) days notice to you.  License Fees  are payable monthly by means of direct bank payment or credit card charge (THTL will not issue monthly invoices). THTL reserves the right to raise its License Fees at any time, but such increased fees will not be binding on you unless and until you renew your annual Coach certification.

3.  Rights and Obligations of Company.

3.1  Updates to Instructor Materials and Student Materials.  If at any time during the term of this Certified Coach Attachment THTL provides You with modified Instructor Materials or Student Materials, You agree to promptly begin using such updated materials.   

3.2  Access.  To ensure compliance with the terms of this Certified Coach Attachment, THTL shall have the right to attend any Course free of charge and review the material used by You in the Courses.

3.3  Audit. You agree to keep accurate books and records regarding Courses taught and Clients you train in the Tiny Habits method.  THTL, or THTL’s designated agent, may, upon five (5) days prior written notice to You, audit Your records for the purpose of confirming Your compliance with this Agreement. THTL may perform only one audit per twelve (12) month period unless a previous audit reveals a discrepancy.  This Section survives termination of this Agreement for one (1) year.

4.  Intellectual Property. 

4.1  License to Student Materials/Trainer Derivatives. THTL hereby grants You the non-exclusive, non-transferable license, during the term of this Certified Coach Attachment, to (i) reproduce the Student Materials, (ii) subject to Section 3.3 of the General Terms, create Trainer Derivatives of the Student Materials  solely for purposes of adapting them for Your Courses, and (iii) distribute the Student Materials and/or the Trainer Derivatives  to each Client in attendance at each of your Courses.  For purposes of clarification, the use of such Trainer Derivatives requires the permission of and, depending on the nature of the use, potentially a license from THTL. 

4.2  Instructor Materials and Student Materials. THTL shall retain ownership of the Courses and all intellectual property rights therein, including all intellectual property rights in the Instructor Materials and the Student  Materials.    In order to protect THTL’s intellectual property rights, You agree that as a condition of Your rights hereunder, each copy of the Instructor Materials and Student Materials  will contain the same copyright and other proprietary notices printed in and on such materials as delivered to Trainer by THTL and You agree not to modify or obscure such notices. 

4.3  Trademark License. During the term of this Certified Coach Attachment, THTL grants You a personal, non-exclusive, non-transferable license to use THTL’s Trademarks in Your marketing of the Course, provided that such use is in accordance with THTL s then current guidelines for using the Trademarks. Without limiting the foregoing, such use must reference the Trademarks as being owned by THTL. You acknowledge and agree that all use of Trademarks shall inure to the benefit of and be on behalf of THTL.  Nothing in this Agreement grants You ownership or any rights in or to use the Trademarks, except in accordance with this license.  The rights granted to You in this license will terminate upon any termination or expiration of this Certified Coach Attachment.  THTL will have the exclusive right to own, use, hold, apply for registration for, and register the Trademarks during the term of, and after the expiration or termination of, this Agreement.  You will neither take nor authorize any activity inconsistent with such exclusive right.  You will not (a) alter or remove any THTL Trademark applied to, or used in conjunction with the Instructor Materials or the Student , (b) attach any additional trademark or trade designation to any Instructor Materials or Student Materials, or (c) use any THTL Trademark as part of Your trade name, service mark, or trademark.  You will immediately change or discontinue any Trademark use as requested by THTL.  Upon THTL’s request, You shall promptly provide THTL with specimens of all uses of THTL’s Trademarks and will make any changes to such specimens within thirty (30) days of the date of THTL s request.  You will, on expiration or termination of this Agreement, cease indicating to the public that You are a certified Coach of the Course, cease the use of THTL Trademarks and destroy all existing literature that references any THTL Trademark.

5.  Term of Attachment.  The term of this Attachment begins on the Certified Coach Attachment Effective Date which is the date of the completion of your apprenticeship and ends on the date You cease to be certified.

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