TFL - CERTIFIED TRAINER & AFFILIATE AGREEMENT
This Agreement (“Agreement”) is entered into on the date of completion of the Taking Flight with DISC certification training program between Take Flight Learning, LLC. (“TFL”), based at 5000 Sagemore Dr., Suite 105, Marlton, NJ 08053, and the certified individual (“Certified Party”), who may be referred to individually as a “Party” or collectively as the “Parties.” This agreement certifies the Party as an individual, not the organization for which they are employed or any other individuals within that organization.
RECITALS
TFL is engaged in the business of providing professional training, consulting, and speaking services and developing and providing products (collectively, the “Take Flight Learning Products”) that support the delivery of TFL programs; and
Take Flight Learning Products and services represent the proprietary intellectual property of TFL and are protected under international copyright and trademark law; and
Take Flight Learning Products are materials sold by TFL that may be used by the Certified Party in the delivery of their own client services; and
TFL holds and controls all ownership and intellectual property rights to the TFL training programs and the copyrighted materials that support the delivery of these programs; and
Certified Parties may operate either as Trainers (delivering programs to employees within their organization) or as Affiliates (independent consultants delivering programs to external clients); and
Affiliates are considered third-party consultants; and
This Agreement sets forth the terms and conditions governing the right of Certified Parties to purchase and use TFL products in support of their training programs.
Both Parties agree as follows:
AGREEMENT
Take Flight Learning Products. Certified Parties agree that when any TFL-branded materials (such as the TFL birds, Profiles, or PowerPoint presentations) are used in training, the corresponding Take Flight Learning Participant Guides and Profiles must be purchased through TFL for each participant. For Taking Flight with DISC sessions, it is recommended to use the full Participant Pack (Participant Guide, Profile, Desktop Bird, Reminder Card, and The Chameleon book).
Use of Take Flight Learning Brand. Certified Parties may not create their own training materials using TFL intellectual property, branded birds, or the chameleon. If the Take Flight Learning Participant Guides are not purchased from TFL nor used in such programs, the Certified Party will be in violation of the TFL brand and infringing on the TFL trademark. If the Certified Party infringes on the TFL brand or trademark, this will constitute immediate, irreparable harm, for which equitable remedies may be awarded by a court of competent jurisdiction.
Certifications. All TFL certifications and train-the-trainer programs (e.g., Taking Flight with DISC, Taking Flight with EQ, Chameleon Leadership, Team Dynamics, Chameleon Selling, ReDISCovering Conflict, Innovating IDEAs, and Coaching in Style) may only be led by TFL staff. If the trainer conducts certifications or train-the-trainers for any individual or group, they will be in strict violation of this agreement. Only individuals certified by TFL are authorized to facilitate TFL programs.
Grant of Rights. TFL grants Certified Parties permission to purchase and use TFL products to deliver training programs in which they are certified. Certified Parties may display the TFL Certified Trainer or Affiliate Medallion on email signatures or anywhere they see fit. These rights are contingent on full compliance with this Agreement.
Pricing. TFL will provide applicable pricing schedules for the products related to their certified programs. This pricing information is confidential and may not be shared with any third party.
Affiliate-Specific Terms. The following additional terms apply only to Affiliates:
MarketingAffiliates are encouraged to market and sell TFL programs and products through networking, social media, and websites. When creating online content, Affiliates must use their own language to describe TFL products and services to avoid duplicate content that may harm search rankings.
PricingAffiliates may determine their own pricing for facilitating TFL programs but may not publicly advertise any TFL products below the published retail pricing (including email, print, online promotions, or websites.
Positioning of Program and Products. Training programs must be delivered under the Certified Party’s name or company name, not as a representative of TFL. Certified Parties must accurately represent that TFL products are licensed by TFL.
Rights of Ownership. All TFL products are the exclusive property of TFL and are protected under both domestic and international copyright, trademark and other applicable intellectual property laws. Nothing in this Agreement shall be construed as transferring, assigning, or conveying any ownership rights to the trainer of any Take Flight Learning Products. This agreement is non-exclusive and does not authorize exclusive rights to any territories or markets for TFL products.
Duplication Rights. Certified Parties may not copy, reproduce, modify, or create derivative works from TFL products, except as expressly permitted in writing by TFL. Certified Parties must make reasonable efforts to prevent unauthorized use or distribution of TFL products.
Translations. Certified Parties may only use TFL products in languages officially developed by TFL. Unauthorized translation is prohibited and is considered a material breach.
Relationship of the Parties. This Agreement does not create an agency, partnership, or joint venture. Neither Party may act on behalf of the other or assume obligations or expenses on the other’s behalf.
Intellectual Property Rights. “Intellectual Property Rights” includes all copyrights, trademarks, trade secrets, patents, patent applications, contract rights, know-how and other proprietary rights belonging to either Party. Certified Parties acknowledge that any threatened or actual breach of either Parties’ Intellectual Property Rights, or other proprietary rights or confidential information by the other Party will constitute immediate, irreparable harm, for which equitable remedies may be awarded by a court of competent jurisdiction.
Term. This Agreement remains in effect unless terminated by TFL (per Section 14) or by the Certified Party. TFL reserves the right to implement an annual renewal fee with notice.
Termination. TFL may terminate this Agreement if it believes the Certified Party has violated its terms. Written notice of the breach will be provided, and the Certified Party has 30 days to cure the breach to TFL’s satisfaction. If the breach cannot be cured, this Agreement terminates immediately, and all rights granted to the Certified Party cease.
Effects of Termination. Upon termination, the Certified Party may no longer purchase, promote, or deliver any TFL programs or products.
Disputes. Disputes not resolved through good faith discussions within 10 days may be pursued through legal remedies or rights set forth herein.
Notices. All notices must be in writing and delivered personally, by certified mail, or by email to the addresses specified by the Parties.
Warranty of Title. TFL warrants it has the rights to enter this Agreement and license the Take Flight Learning Products, except for algorithms or software licensed from Assessments 24x7, LLC.
Trademarks and Copyrights. TFL retains all ownership of registered trademarks and copyrights contained within its products.
Indemnification. TFL agrees to indemnify and defend the Certified Party against claims that their authorized use of TFL products infringes on third-party intellectual property rights.
Confidentiality. The terms of this Agreement, including any applicable pricing schedules, are confidential and may not be shared except as required by law.
Assignment. The rights under this Agreement are personal to the Certified Party and may not be assigned without written consent from TFL.
Entire Agreement. This Agreement represents the full understanding between the Parties, superseding all prior agreements. Amendments must be in writing and signed by a TFL officer. TFL may update this Agreement or pricing at its discretion.
Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of New Jersey, and both Parties consent to the jurisdiction of New Jersey courts.
I hereby agree with all the terms and conditions of the Take Flight Learning Certified Party Agreement.
Certified Party:
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