Tiny Habits® Certification Program
Terms and Conditions and Program Guidelines

v9.14.20


Tiny Habits® Certification Program
Terms and Conditions

     Capitalized words that are not defined in these Terms have the meanings set forth in the Guidelines. 

1. Licenses.

(a) Instructor Materials and Student Materials.  Provided you have paid all applicable Certification and License Fees, THLLC hereby grants you a non-exclusive, non-transferable license, for as long as you are a Tiny Habits Certified Coach, to (i) use the Instructor Materials solely to provide Coaching to your Clients, however the portions of the Instructor Materials that are designated as THLLC Confidential Information may not be used or disclosed to any third party (including Clients); and (ii) use, reproduce, modify and create Derivatives of the Student Materials solely for the purpose of adapting them to and using them in your Coaching,  and distribute such Student Materials and Derivatives (if applicable) to each Client who participates in Coaching with you. All Derivatives are subject to review and approval by THLLC prior to use by you in your Coaching. You are not permitted to use the Instructor Materials, the Student Materials or any other THLLC Content to create a separate product about habits (such as an app or a workbook) or to create your own training solution. 

(b) Trademark License. Provided you have paid all applicable Certification and License Fees, THLLC hereby grants you a personal, non-exclusive, non-transferable license, for as long as you are a Tiny Habits Certified Coach and are current in the payment of Certification and License Fees, to use the Trademarks in marketing your Coaching provided that such use is in accordance with THLLC’s then-current guidelines for using the Trademarks. Such use must reference the Trademarks as being owned by THLLC. You acknowledge and agree that all use of Trademarks shall inure to the benefit of and be on behalf of THLLC. Nothing in this Agreement grants you ownership or any rights in or use of Trademarks except in accordance with this license. THLLC will have the exclusive right to own, use, hold, apply for registration for, and register the Trademarks during and after the term of this Agreement. You will not (i) alter or remove any Trademark included in the Instructor Materials or the Student Materials, (ii) attach any additional trademark or trade designation to any Instructor Materials or Student Materials, or (iii) use any Trademark as part of your trade name.

2. Confidentiality. You agree to hold all THLLC Confidential Information in strict confidence and not to disclose such THLLC Confidential Information to any third parties (including any of your Clients) unless expressly authorized to do so by THLLC in writing. You will not use such THLLC Confidential Information for any purpose other than to enhance your performance under this Agreement as a Tiny Habits Certified Coach. Without limiting the foregoing, you will not use the THLLC Confidential Information to create a separate product about habits (such as an app or a workbook) or to create your own training solution. The above restrictions on use and disclosure of THLLC Confidential Information shall not apply to any portion of the THLLC 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 the Agreement.

3. Payment. Fees, payment schedule and other payment terms for the Program are set forth on Exhibit A of the Guidelines. All fees must be paid in United States dollars and are exclusive of applicable sales, use or similar taxes, if any, for which you are obligated to pay THLLC. 

4. Intellectual Property

(a) THLLC Content. THLLC shall retain ownership of all THLLC Content and all intellectual property rights therein. No rights to such THLLC Content are granted to you other than as expressly set forth in these Terms. You must not alter or obscure any copyright or other proprietary notices contained in the THLLC Content. You are not permitted to use, reproduce or distribute the THLLC Content (or any portion thereof) except as expressly set forth in this Agreement. 

(b) Feedback and Derivatives. You hereby assign all rights, title and interest in and to the Feedback and Derivatives, including all intellectual property rights therein, to THLLC and agree to assist THLLC in any manner necessary to perfect such assignment. Specifically, you agree to execute any documents requested by THLLC to provide THLLC the right to own, use and protect such Feedback and Derivatives. You hereby appoint THLLC as your attorney-in-fact for the sole purpose of executing those consents and documents necessary to secure for THLLC these rights. 

5. Disclaimer of Warranties. THLLC makes no warranties, express, implied or statutory, as to any matter whatsoever under this Agreement. In particular, any and all warranties of merchantability, fitness for a particular purpose and noninfringement of third party rights are expressly excluded. 

6. Limitation of Liability. To the maximum extent permitted by applicable law, in no event is THLLC liable to you for (i) any indirect, incidental, special, punitive or consequential damages or lost profits arising out of or in connection with this Agreement, regardless of the form of the actions or the basis of the claim, whether based on breach of contract, breach of warranty or, regardless of whether THLLC has been advised of the possibility of such damages, or (ii) aggregate, cumulative liability of more than $500.

7. Changes to Agreement. THLLC reserves the right to change the terms of these Terms or the Guidelines (including the fees contained in Exhibit A of the Guidelines) at any time. THLLC will provide you with thirty (30) days’ prior written notice of any such changes. If you object to such changes your sole remedy is to terminate the Agreement. If you do not object to such modified terms within the thirty (30) day notice period you are deemed to have agreed to them. 

8. Term and Termination.

(a) Term. The Agreement is effective as of the date you agree to it or the date you begin the Program, whichever is earlier, and remains in effect for as long as you are participating in any portion of the Program  (the Masterclass, the Apprenticeship or as a Tiny Habits Certified Coach) and are current in the payment of Certification and License Fees. 

(b) Termination. THLLC may terminate the Agreement or cancel the Program at any time for any reason, provided, however, that if THLLC terminates the Agreement for any reason other than your material breach or your failure to satisfactorily fulfill the requirements of the Masterclass or the Apprenticeship THLLC will refund to you any prepaid, unused  Certification and License Fees.

(c) Effect of Termination. Sections 2 (Confidentiality), 4 (Intellectual Property), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), 8(c) (Effect of Termination) and 9 (General) of this Agreement survive termination or expiration of this Agreement. Upon termination or expiration of this Agreement you must immediately cease identifying yourself as a “Tiny Habits Certified Coach,” cease using the THLLC Content, cease offering your Coaching using the Tiny Habits method or materials, and cease all use of the Trademarks. THLLC is not responsible for any costs incurred by you in connection with either this Agreement or its termination. 

9. General. Any claim, dispute or controversy relating to this Agreement 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 Sonoma or 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. This Agreement may not be assigned by you, even by operation of law, without the express written permission of THLLC. Any attempt to do so will be null and void. This Agreement contains the complete and exclusive statement of the mutual understanding of the parties and merges 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 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 this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement 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. Except as otherwise expressly provided in this Agreement, this Agreement may only be changed by mutual written agreement of authorized representatives of the parties.


Tiny Habits® Certification Program Guidelines


Please carefully read these Tiny Habits Certification Program Guidelines (“Guidelines”) and the Tiny Habits Certification Program Terms and Conditions (“Terms”). Together the Guidelines and Terms (collectively, the “Agreement”) set forth the terms between you and Tiny Habits  LLC (“THLLC”) related to your participation in the Tiny Habits Certification Program (“Program”).  

To become a Tiny Habits Certified Coach, you need to successfully complete three steps sequentially: (1) successfully fulfill the requirements of the Masterclass, (2) complete the Apprenticeship, (3) activate your license as a Tiny Habits Certified Coach. Please note that your participation in the Masterclass and the Apprenticeship does not guarantee you will obtain certification as a Tiny Habits Certified Coach. 

1. Definitions. As used in these Guidelines and in the Terms, the words below are defined as follows:

Apprenticeship” is the portion of the Program during which you will train Tiny Habits participants under the direct supervision of either BJ Fogg or Linda Fogg-Phillips or another trainer designated by THLLC. 

Certification and License Fee(s)” means the fees set forth on Exhibit A which are payable by you to THLLC in consideration for the licenses and other benefits described in the Agreement. 

Client(s)” means people who have requested your Coaching and are being coached by you in the Tiny Habits method after you have become a Tiny Habits Certified Coach.

Coaching” means any coaching you provide in which you teach the Tiny Habits methods.

Derivative(s)” means any modifications to or derivative works made by you (or any third party at your request) to any THLLC Content or any other Tiny Habits proprietary content you have learned prior to, during or after the term of this Agreement (such as BJ Fogg’s introductory document, videos, spreadsheets, materials posted online, seminars, books, etc.).

Feedback” means any feedback and suggestions about problems, changes or improvements to the THLLC Content or the Tiny Habits method more generally. 

Instructor Materials” means materials provided to you by THLLC in written, visual, oral or digital form to educate you and assist you in providing Tiny Habits coaching including any such materials made available to you by or on behalf of THLLC in connection with ongoing training, video conferences,  discussions or otherwise during the Masterclass, the Apprenticeship, or once you become a Tiny Habits Certified Coach. 

Masterclass” means the initial series of classes you will take as part of the Program. 

Student Materials” means the written, printed, visual, video, and digital materials developed by or for THLLC and provided to you for your use in providing Coaching to your Clients.

THLLC Confidential Information” means written, visual, printed, video, oral or digital materials provided to you as part of the Program that are either designated at the time of disclosure as confidential and proprietary to THLLC or which, based on the circumstances of disclosure, should reasonably be understood to be confidential. Without limiting the foregoing, the Instructor Materials and all information about Tiny Habits participants that you received during the Apprenticeship is THLLC Confidential Information. 

THLLC Content” means all written, visual, printed, video, oral and digital materials made available to you as part of the Program including the Instructor Materials, the Student Materials and the THLLC Confidential Information.

Tiny Habits Certified Coach” refers to an individual who has both (i) successfully completed all steps in the Program as described in these Guidelines and remains in good standing, and (ii) is current in the payment of the Certification and License Fees. 

Tiny Habits Greenhouse Platform” means the THLLC proprietary email platform that THLLC and its Tiny Habits Certified Coaches use to communicate with Tiny Habits participants, including your Clients.

Trademark(s)” means THLLC’s Tiny Habits trademarks, service marks and logos. 

2. The Masterclass. In the Masterclass you will receive training in the THLLC methodologies over the course of five to seven classes of 60 to 90 minutes each.   The specific dates and times for your Masterclass will be made available to you following your enrollment. If you are participating in the Masterclass online, you must have the ability to use Zoom from a desktop or laptop computer. 

Successful completion of the Masterclass is required before beginning the Apprenticeship. 

3. Apprenticeship. During the Apprenticeship you will conduct supervised coaching of Tiny Habits participants over email. You understand that your conduct in your capacity as an apprentice reflects on THLLC 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 instructions provided to you during the Masterclass and the Apprenticeship. You further agree to conduct yourself in a professional and courteous manner in all of your interactions with Tiny Habits participants, including by refraining from using profanity or suggestive/sexual language. You are not permitted to contact any Tiny Habits participants for any purpose other than as required by the Apprenticeship or expressly authorized by THLLC. 

4. Tiny Habits Certified Coach. Following successful completion of both the Masterclass and the Apprenticeship, you will receive an activation code for activating the license described in Section 1 of the Terms.  You must activate your license within two weeks of receiving the activation code.  Once your license has been activated, you may begin offering Coaching to Clients on the terms set forth below and elsewhere in this Agreement. 

(a) Authorization. Subject to the Trademark license set forth in Section 1(b) of the Terms, upon successful completion of the Masterclass and Apprenticeship and payment of the Certification and License Fees you may identify yourself as a “Tiny Habits Certified Coach.” You may advertise your Coaching using the written and digital materials provided by THLLC without modification. THLLC has the right to review and approve any of your advertising, and you agree to promptly cease and/or modify (as requested by THLLC) any such advertising that THLLC deems detrimental to or inconsistent with THLLC’s brand or image.

(b) Certification and License Fees. In order to be a Tiny Habits Certified Coach, you must pay to THLLC or its designee the fees set forth on Exhibit A. The Certification and License Fees for the initial year are included in your payment for the Masterclass and Apprenticeship. Thereafter, your license will automatically renew on an annual basis unless you provide THLLC with at least thirty (30) days’ prior notice that you do not wish to renew. For each renewal term, you must pay the Certification and License Fees annually in advance.  If you fail to pay the annual Certification and License Fees and allow the license to lapse and later wish to reactivate it, (i) if the lapsed period is less than six (6) months,  you will be required to pay a $250 reactivation fee as well as the then-current annual Certification and License Fees for the current year, and (ii) if the lapsed period is six (6) or more months, you will be required to retake the Masterclass, and the Apprenticeship, and pay the fees for Masterclass and Apprenticeship as well as the then-current annual Certification and License Fee for the current year.  

(c) Coaching Structure and Learning Environment. All Coaching must be presented in one of the following formats: live face-to-face settings, over telephone or by teleconference (including video conferencing platforms such as Skype, Zoom, or Google hangouts), through the Tiny Habits Greenhouse Platform, or by live webinar. You may follow up with Clients via text or email, but your Coaching must not be provided solely by text or email, except when using the Tiny Habits Greenhouse Platform. Except as provided in Section 3(e) below, Coaching may not be recorded by you, your Clients or any third party. You are responsible for ensuring that your Coaching is not recorded by any third party. You are responsible for ensuring that the Coaching and the Student Materials are only available to Clients (not to the general public). 


Your Coaching must be consistent with the content and instruction provided to you by THLLC and conducted in a professional, high-quality manner.

(d) Greenhouse Email Platform. Your use of Greenhouse is subject to the terms available at TinyHabits.com/greenhouseterms. 

(e) THLLC Zoom Account. THLLC maintains a Zoom account for Tiny Habits Certified Coaches to provide recorded video Coaching (“Recorded Coaching”). Authorization to use the Zoom account for Recorded Coaching is granted on a case-by-case basis. Any Recorded Coaching you have previously done or that you make during the term of the Agreement is deemed a Derivative and may be used by THLLC for any purpose. You irrevocably grant to THLLC the non-exclusive, worldwide, royalty-free, perpetual right and license to use your likeness and any and all of your content contained in such Recorded Coaching in any manner, form or medium whatsoever. You agree not to include any third party content or other intellectual property in your Recorded Coaching. On a case-by-case basis, THLLC may provide you with a link to your Recorded Coaching so that you can post the Recorded Coaching on a website, however THLLC reserves the right to charge you a fee for this.

(f) Other Third Party Platforms. THLLC may maintain accounts on other third party platforms (“Third Party Platform(s)”) for use by THLLC and its Tiny Habits Certified Coaches. For example, currently THLLC maintains an account with Slack which provides a platform for discussions between and among THLLC and Tiny Habits Certified Coaches. In connection with your use of such Third Party Platforms, (i) you agree not to provide any personally identifiable information regarding your Clients, any other Tiny Habits participants or any third party, and (ii) you agree that the content you contribute to such Third Party Platforms may be used by THLLC for any purpose without additional compensation to you. Your use of such Third Party Platforms may be subject to additional terms provided by the Third Party Platform provider. THLLC manages these Third Party Platforms and may provide guidance for acceptable use of such Third Party Platforms on the applicable Third Party Platform. THLLC reserves the right to remove users, including you, from such Third Party Platforms at any time if THLLC determines that any user is not following such guidance or for any other reason.  

(g) Insurance. As a Tiny Habits Certified Coach you agree to maintain appropriate insurance in accordance with the laws and practices in your jurisdiction covering your activities as a Tiny Habits Certified Coach. You will name THLLC as an additional insured and upon THLLC’s request will provide evidence of such insurance. You will maintain such insurance for as long as you remain a Tiny Habits Certified Coach.

(h) Medical Issues. You are not permitted to provide medical advice as a Tiny Habits Certified Coach. For medical issues you should direct your Clients to contact their own physician or, for urgent issues, to call 911 or go to the nearest emergency room. 

(i) Updates to THLLC Materials. THLLC may update the THLLC Materials from time to time. If THLLC provides you with updated THLLC Materials, you agree to promptly begin using such updated information and you agree to promptly begin use of such updated information and materials and discontinue use of outdated information and materials.

EXHIBIT A
Fees and Payment



Fee


Payment Deadline


Other Payment Terms



Masterclass, Apprenticeship and first year Certification and License Fee 



$1750 in one payment, or according to the payment plan on the enrollment form.



Prior to start of your Masterclass


       Nonrefundable. 

If you need to reschedule or make up a Masterclass or Apprenticeship class session the cost is $120/session.



License Fee (after the initial year)





$500 per year in one payment.


Annually in advance 


Nonrefundable.

The license automatically renews each year unless you provide THLLC with a least thirty (30) days’ prior written notice that you do not intend to renew.