CERTIFICATION AND LICENSE AGREEMENT
This Certification and License Agreement (“Agreement”) is entered into by and between Science of People, LLC (“SP”) and the individual or entity that completes and submits an online application for the People Coach Program and indicates acceptance of this Agreement by checking the applicable box or otherwise electronically accepting this Agreement (“Applicant”).
By checking the box or otherwise electronically accepting this Agreement as part of the Application (as defined below), Applicant acknowledges that Applicant has read, understands, and agrees to be bound by the terms and conditions of this Agreement. If Applicant is entering into this Agreement on behalf of an organization, the individual accepting this Agreement represents and warrants that they have the authority to bind that organization, and “Applicant” will refer to that organization.
This Agreement is effective as of the date on which the Application of Applicant is approved and accepted by SP (“Effective Date”).
SP is an affiliate of Science of People LLC (“SP Parent”), which specializes in researching and teaching body language, communication skills, analysis of micro-expressions, analysis of personalities, and methods of thinking, as well as various other “people-related” skills and strategies. Based upon scientific research identified, culled, and analyzed, SP Parent created and compiled unique curricula of learning modules and other tools that are the subject of copyright protection by either SP Parent or its founder and owner, Vanessa Van Edwards (“Edwards”), which include but are not limited to ideas, concepts, literary works, visual works, musical works, audio materials, audio recordings, knowledge, know-how, methodologies, processes, trade secrets, trademarks, service names, trade names, logos, service marks, and brand names (collectively, “Intellectual Property”), and which SP (via license from SP Parent) teaches using specific methods, devices, and tools (“SP Methodology”) across various platforms to a diverse demographic base of viewers, students, professionals, and members of the general public.
SP has developed a premium, curriculum-only license and certification program (“People Coach Program”) that will provide experienced coaches with specific curricula, slides, facilitator guides and workbooks, handouts, assessments, tools, and related content, including all future updates, revisions, translations, abridgements, and other derivative works (collectively, the “Program Materials”) to assist their teaching of others using the SP Methodology. The Intellectual Property, the SP Methodology, the People Coach Program, and the Program Materials, and its related assets, as well as any and all related rights, processes, know-how, methods of operation, intellectual property rights, patent, copyright, trademark, trade secrets, and all associated rights and goodwill, as well as any and all derivative works related thereto (including Applicant Materials) shall be referred to herein as the “SP Assets”.
Applicant desires to complete the People Coach Program on the terms and conditions set forth herein.
(a) Application. To register for the People Coach Program, Applicant shall electronically submit an application through SP’s website (“Application”) and pay an enrollment fee in the amount of $9,995.00 (“Enrollment Fee”). The Application will provide (i) a payment portal for the Enrollment Fee and (ii) a clickable and downloadable link to a copy of this Agreement and will require Applicant’s express agreement and confirmation (via a check box or other electronic means) to be bound by the terms and conditions of this Agreement. The Enrollment Fee shall not be refundable in whole or in part and for any reason, except in the event the Application is not approved by SP. If SP approves the Application, SP shall send Applicant an electronic notice of approval, along with details of the People Coach Program, including the timing for the training sessions, the password and other information needed to access the People Coach Program, and instructions on how to begin the educational process.
(b) Certification. Applicant shall have unlimited access to the Program Materials for one year following the date Applicant has received all of the Program Materials (“Training Period”) to complete the People Coach Program (including obtaining a passing score on all testing) and to apply for a Certificate of Compliance (“Certificate”) confirming that Applicant (i) has completed the People Coach Program and is certified to teach the SP Methodology and (ii) has been granted a limited, non-exclusive, worldwide, non-assignable, non-transferable, non-sublicensable, revocable license to use the Program Materials to teach the SP Methodology (“IP License”) on the terms and conditions set forth herein. All aspects of the process of obtaining a Certificate (“Certification Process”) shall be in the sole discretion of SP. If Applicant does not successfully complete the Certification Process on or before the expiration of the Training Period, Applicant may not use any part of the SP Assets under any circumstances. If Applicant successfully and timely completes the Certification Process, SP shall provide Applicant with a Certificate confirming that Applicant has been certified to teach the SP Methodology and received an IP License for the Authorized Use only and for a one-year period following the last day of the Training Period (“Certification Period”), subject to the right of SP to suspend or revoke the Certification as provided herein.
(c) Renewal. To continue to teach the SP Methodology, Applicant must renew the Certification Period on an annual basis (“Renewal”). Prior to the end of the then current Certification Period, SP will send Applicant an electronic notice (“Renewal Notice”) informing Applicant that Renewal is due and setting forth the renewal fee in the amount of $500 to be paid by Applicant within 30 days of the date of the Renewal Notice (“Renewal Fee”) as well as the information about a renewal exam that must be successfully passed by Applicant within 60 days of the date of payment of the Renewal Fee (“Renewal Exam”).
(d) Review. SP reserves the right to conduct a review of Applicant’s use of the Program Materials, the SP Methodology, and the Intellectual Property at any time upon reasonable notice to Applicant in order to determine if Applicant is in compliance with all of the terms and conditions hereof (“Review”). Applicant shall cooperate in all respects with the Review, shall act reasonably and in a professional and timely manner with all requests by SP in connection with the Review and shall make the non-financial books and records of Applicant’s business with respect to the use of the Program Materials, the SP Methodology, and the Intellectual Property available at the times and in the manner required by SP as part of the Review. If SP determines that Applicant is in violation of any of the terms of this Agreement, Applicant shall promptly comply with any requests and corrective actions from SP.
(e) Suspension or Revocation. SP may at any time and in its sole discretion suspend or revoke Applicant’s Certification for any of the following reasons: (i) breach by Applicant of any term of this Agreement; (ii) misuse by Applicant of any of the SP Assets; (iii) failure by Applicant to take any corrective actions required by SP within the time frame specified by SP; (iv) use by Applicant of any of the SP Assets in a manner that is beyond the scope of the IP License, outside of the Authorized Use, and/or otherwise inconsistent with the terms and conditions of this Agreement; (v) failure by Applicant to timely pay any Renewal Fee or pass any Renewal Exam; and/or (vi) any comment(s) made by Applicant (written or oral) about any of the SP Assets, SP, and/or any of SP’s principals, owners, affiliates, officers, directors, managers, employees, agents, representatives, licensees or assigns (collectively, “SP Parties”), which is (are) derogatory, damaging, disparaging, defamatory, embarrassing, ridiculing or which otherwise bring any of the SP Parties into disrepute and/or damage or potentially damage their reputation (public and/or private), standing in the community, their goodwill, and/or their brand. If SP at any time suspends or revokes Applicant’s Certification with electronic notice, Applicant shall immediately cease and desist from any further use of or association with any of the SP Assets.
(f) Substitution. If Applicant leaves the employment of an organization, the organization may request the substitution of another employee as a certified coach with a Certification, so long as the request is made within 12 months of the original date of issuance of the Certificate, the requesting organization makes a payment of $1,000 to SP, and the substituted coach completes the People Coach Program (including obtaining a passing score on all testing).
(a) Authorized Use. During the Certification Period, Applicant may use the Program Materials to teach the SP Methodology only in the following manner (“Authorized Use”):
(i) teach the SP Methodology and deliver the Program Materials to attendees only in live, synchronous formats (in-person or virtual) (such sessions, “Authorized Sessions”);
(ii) create and deliver the Applicant Materials (as defined below) to attendees in Authorized Sessions;
(iii) market or promote Applicant as a “Science of People Certified Coach,” “Science of People Coach,” or “People Coach”; provided, that, in any written materials with such designation, Applicant must include or add the following disclaimer:
“Independent coach licensed to deliver select Science of People materials.”
(b) Non-Authorized Use. Applicant may NOT use any of the SP Assets that does not comply in any way with the Authorized Use or in any of the following manner (“Non-Authorized Use”):
(i) use the name, voice, and likeness of Edwards, the originator and founder of SP, other than to the extent they are included in the Program Materials for use only in the Authorized Sessions;
(ii) share or distribute any of the Program Materials or the Applicant Materials to non-attendees of the Authorized Sessions;
(iii) alter or remove or revise any copyright or trademark notices, attributions, watermarks, and/or credits included in the Program Materials, unless otherwise expressly authorized by SP in writing;
(iv) sell, rent, redistribute, repurpose, lease, or otherwise make use of any of the SP Assets in any manner or media not specifically permitted as an Authorized Use in Authorized Sessions;
(v) create and sell, market, host, or distribute any books (including eBooks), digital products (including apps and software), recorded courses (including online courses), recorded video series (including webinars and on-demand videos), toolkits, or any other derivative products that contain any of the SP Assets;
(vi) certify or train others (including colleagues within the same organization as Applicant) to teach the SP Methodology or deliver the Program Materials; companies seeking the right to have Applicant teach and certify others within their organization may contact SP for custom agreements;
(vii) upload, post, or distribute any of the Program Materials, Applicant Materials, or recordings of any Authorized Sessions in any public platforms or marketplaces (including Udemy, YouTube, LinkedIn Learning, etc.);
(viii) represent or state in any forum that Applicant is an employee, agent, contractor, partner, joint venturer, franchisee, or representative of Science of People;
(ix) misrepresent or incorrectly portray any of the SP Assets; or
(x) claim ownership and/or claim to be the author, inventor, or creator of any of the SP Assets (as compared to accurately claiming to be a current licensee thereof).
(c) Indemnification. Applicant agrees to defend, indemnify and hold harmless SP Parties from and against any and all claims, actions, damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys’ fees) whether based on contract, negligence, strict liability, in tort, warranty or any other legal theory that in any way arise out of or result from any Non-Authorized Use and/or in a manner which is a misuse of any of the SP Assets and/or in connection with any breach or alleged breach by Applicant of the terms and conditions hereof.
(a) THE SP ASSETS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) SP neither gives nor makes any warranties or representations under or pursuant to this Agreement. Specifically, SP does not warrant, guarantee, or make any representations that the People Coach Program will meet Applicant’s particular requirements, that it will be effective in producing any particular results to or income for Applicant, and/or that it has any value to Applicant of any kind or nature. Applicant assumes the entire risk as to the results and performance of the People Coach Program for Applicant in all respects.
(c) SP shall not be liable or responsible for any loss suffered by Applicant in connection with the People Coach Program or for any kind of lost profits, lost savings, loss of goodwill, loss of reputation, loss of business, or any other direct or indirect, special, incidental, consequential, punitive, or exemplary damages (collectively, “Special Damages”), emotional distress, suffering, or any cause of action in tort (including negligence), misrepresentation, breach of statutory duty, breach of contract, or otherwise arising out of or related in any way thereto and/or any use by Applicant thereof. In no event shall the liability of SP or any other SP Parties to Applicant ever exceed the sum of the Enrollment Fee and Renewal Fees paid by Applicant. This limitation of liability applies to any and all claims and causes whatsoever, no matter the type or how same arises.
(a) Applicant agrees that the Intellectual Property contains logos of SP or SP Parent and other trademarks and/or trade names, service names, etc. belonging to SP, SP Parent, or to Edwards (collectively “Marks”). Applicant agrees that Applicant shall not (i) use any Mark except as specifically authorized in this Agreement and subject to compliance with all of the terms of this Agreement at all times; (ii) present the Marks in a manner, style, or appearance that is of a quality that is less than the quality of the Marks presented in the Program Materials; (iii) apply to register for any trademark protection for any of the Marks or any mark that includes any of the Marks or a substantial portion thereof, or any mark that is confusingly similar or potentially confusingly similar (in SP’s sole discretion and judgment) to the Marks; (iv) abbreviate any of the Marks; (v) create, register, or apply to register any URL or social media account that contains any of the Marks or a variant thereof that is confusingly or potentially confusingly similar (in SP’s sole discretion and judgment) to the Marks; (vi) challenge or assist any other entity to challenge SP’s rights to and/or ownership of the Marks and/or the Intellectual Property; and/or (vii) do anything with respect to the Marks that damages or could reasonably be deemed to reflect adversely on any of the SP Assets or SP Parties and any corresponding goodwill.
(b) During the Certification Period, Applicant may create print, electronic, and/or other tangible materials (including certain slides, handouts, and other materials that SP has approved for distribution to Applicant’s students), adaptations, iterations, customizations, advertising and/or any other written or graphic materials in any media or format, including without limitation translated slides/handouts, swapped industry examples, revised timing, added facilitation notes, incorporation of Applicant’s original or third-party sourced materials, created by or under the direction of Applicant which include and/or are derived from any of the SP Assets (“Applicant Materials”). Applicant may use the Applicant Materials only to teach the SP Methodology during Authorized Sessions and within the Authorized Use. Applicant agrees that SP will have a limited, non-exclusive, worldwide, non-assignable, non-transferable, non-sublicensable, royalty-free license to use the Applicant Materials in connection with the People Coach Program without any notice, compensation, attribution, and/or other compensation to Applicant.
(c) SP reserves all rights not expressly licensed herein to Applicant. Applicant acknowledges and agrees that SP is the sole and exclusive owner of the People Coach Program and other SP Assets. The rights licensed to Applicant herein in connection with the Authorized Use are limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, and revocable and subject in all respects to the limitations and restrictions set forth herein.
Neither party is an employee, agent, contractor, partner, joint venturer, franchisee, or representative of the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership, franchise, contractor, or employee relationship between the parties or to impose any liability attributable to such a relationship upon either party.
Applicant may not assign, novate, transfer, sublicense, re-license, or dispose of any or all of Applicant’s rights or delegate Applicant’s obligations in whole or in part under this Agreement to any person or entity at any time for any reason. SP may assign and transfer its rights and delegate its obligations under this Agreement in whole or in part at any time for any reason.
The rights and obligations of the parties that by their nature must survive termination or expiration of this Agreement in order to achieve their fundamental purposes will survive in perpetuity any termination or expiration of this Agreement. All notices which either party desires to send to the other may be served by confirmed email, certified US mail, or by Federal Express or comparable carrier to the address for the party set forth in the Application or such address as either party may hereafter designate in writing following the provisions of this notice provision. This Agreement shall be governed by the substantive laws of the State of California without giving effect to the principles of conflicts of law. Any disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Los Angeles, California. The parties hereto agree to submit to the exclusive jurisdiction of the courts located therein, and neither party shall assert any defense of “inconvenient forum.”
This Agreement contains the entire understanding of the parties as to the subject matter hereof, and all prior and contemporaneous communications, negotiations, discussions and agreements, written or oral, express or implied, as to such subject matter are superseded and replaced by the terms of this Agreement. This Agreement may not be modified, altered or amended in any way except by an instrument in writing signed by all parties. No officer, employee or representative of SP has any authority to make any representation, warranty or agreement not contained in this Agreement, and Applicant acknowledges that Applicant has not entered into this Agreement in reliance upon any representation, warranty or agreement not expressly set forth in this Agreement. No waiver by either party of any of the covenants to be performed by the other party or any breach thereof shall be construed to be a waiver of that breach or of any succeeding breach thereof or any other covenant contained herein.
This Agreement may be executed and delivered in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. For clarity, Applicant’s acknowledgment through a check-the-box or other electronic acceptance of this Agreement (viewable and downloadable via a hyperlink) as part of the Application shall constitute Applicant’s electronic signature, valid execution, and binding assent to this Agreement by Applicant. No wet-ink or handwritten signature is required for this Agreement to be valid and enforceable as to Applicant.
The parties have read and understand this Agreement and have had the opportunity to consult with counsel and/or personal representatives with respect hereto. The parties acknowledge and agree that there shall be no presumption against any party on the ground that such party was responsible for preparing this Agreement or any part thereof. Applicant’s sole remedy for breach of this Agreement by SP will be an action for money damages. In no event will Applicant be entitled to any equitable or injunctive relief.
BY SUBMITTING THE APPLICATION AND CHECKING THE BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, APPLICANT ACKNOWLEDGES THAT APPLICANT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.