Tiny Habits Specialty Course Addendum

January  2021

This Specialty Course Addendum (“Addendum”) to the Tiny Habits Certification Program Guidelines (“Guidelines”) and the Tiny Habits Certification Program Terms and Conditions (“Terms”) (collectively, the Guidelines and the Terms are referred to as the “Agreement”) is between Tiny Habits LLC (“THLLC”) and the Certified Tiny Habits Coach who signs this Addendum (“you”) and is effective as of ________________  (“Effective Date”). This Addendum supplements the Agreement by setting forth the terms pursuant to which you may use certain THLLC Content in connection with your Specialty Course. 

1. Definitions. The phrases below are defined as follows. Capitalized words that are not defined in this Addendum are defined in the Agreement. 

Specialty Course” means a Course created and delivered by you in prerecorded form or partially prerecorded form that is focused on a particular topic (e.g., Tiny Habits for Weight Loss) and delivered over the internet to Students. Specialty Courses must include both THLLC Content and a significant amount of Your Content. 

Student(s)” means an individual who is taking a Specialty Course from you.

Your Content” means content created by or for you and included in your Specialty Course but that is not THLLC Content or Derivatives. 

2. Rights to Use THLLC Content; Marketing.  

2.1 Subject to your compliance with the Agreement and this Addendum, THLLC grants you a non-exclusive, nontransferable license to (i) use, reproduce and modify the THLLC Content and Derivatives to create your Specialty Course, and (ii) to distribute to Students the THLLC Content (excluding any THLCC Confidential Information) and Derivatives only as included in your Specialty Course.  All Specialty Courses must be delivered through the then-current THLLC platform specified by THLLC  and must include substantial content on the specialty topic your Specialty Course addresses. 

2.2 Prior to public release of your Specialty Course (or any updates to it), you will provide the Specialty Course to THLLC for review and approval in THLLC’s sole discretion. You will not release any Specialty Course until it has been approved in writing by THLLC. In addition, THLLC may remove your Specialty Course (i) if required to do so for legal reasons, or (ii) if, in THLLC’s reasonable discretion, your Specialty Course does not meet the standards of THLLC, in which case your Specialty Course will be removed, with the option to republish (at the discretion of THLLC) after you have corrected the deficiencies.   

2.3 You may use the THLLC Trademarks in accordance with the trademark license in Section 1(b) of the Terms in order to market and promote your Specialty Course. THLLC reserves rights to all trademarks and trademark extensions. 

2.4 You grant THLLC the right to use your name, photo, and content from your Specialty Course for marketing and publicity purposes; however, THLLC is under no obligation to market or promote your Specialty Course. 

2.5 You will not alter, remove or obscure any copyright or similar notices included in the THLLC Content and Derivatives included in your Specialty Course and will comply with all THLLC requirements regarding attribution. 

2.6 Your Specialty Course is a Derivative Work as that term is defined in the Agreement, and all terms regarding Derivative Works apply to such Specialty Course. For clarity, you are not permitted to license your Specialty Course to any third party.  Requests to license your Specialty Course should be directed to THLLC. 

3. Fees. 

3.1 You will pay THLLC an initial non-refundable fee of two thousand five hundred dollars ($2500) within fifteen (15) days of the Effective Date of this Addendum, in addition to the Revenue Share described below, for the rights granted to you in this Addendum.  

3.2 You will choose the fees that you charge students for your Specialty Course.  THLLC will receive forty percent (40%) of all amounts collected for your Specialty Course, with an annual minimum paid to THLLC of one thousand dollars ($1000) per year (“Minimum Payment”).  For purposes of the preceding sentence, a year shall be calculated from the date you first make your Specialty Course available to Students. THLLC will collect payments from your Students and within fifteen (15) days of the end of each calendar month will pay you sixty percent (60%) of amounts received (less any refunds or chargebacks) for your Specialty Course in the prior month. If at the end of the year THLLC has not retained the Minimum Payment, you will, within fifteen (15) days of the receipt of THLLC’s invoice, pay THLLC such additional amount as required for THLLC to receive the Minimum Payment.    

3.3 If you elect to update a Specialty Course that has been published, THLLC will invoice you for time spent by its personnel to accomplish such update at THLLC’s then-current hourly rate (currently $150/hour). 

4. Your Obligations.

4.1 Representations and Warranties.  You represent and warrant that you have all necessary rights (including, without limitation, all intellectual property rights) to provide your Specialty Course in accordance with this Addendum.

4.2 Indemnity.  You will defend, indemnify and hold harmless THLLC, its officers, directors, employees and agents from and against any loss or liability arising from your Specialty Course or from your breach of this Addendum. 

5. Term and Termination. 

5.1 Term. This Addendum will be in effect for an initial term of one year (“Initial Term”) and thereafter will automatically renew for subsequent one year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either party notifies the other party of its intent not to renew at least thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Term. 

5.2 Termination. Notwithstanding the foregoing, this Addendum will automatically terminate upon termination of the Agreement. In addition, either party may terminate this Addendum on thirty (30) days’ prior written notice to the other party if such other party has materially breached any term of this Addendum and failed to cure such breach by the expiration of the thirty (30) day notice period. 

5.3 Effect of Termination.  Termination of this Addendum shall not terminate the Agreement unless otherwise agreed by the parties in writing. Unless this Addendum is terminated by THLLC for your material uncured breach, following termination of this Addendum you will have a wind-down period of thirty (30) days (“Wind-Down Period”) in order for you to continue to provide Specialty Courses to Students who enrolled for such Specialty Courses prior to termination, and to provide a reasonable time for you to delete all THLLC Content from your course offerings.  The terms of this Addendum shall continue to be in effect during the Wind-Down Period. 

6. Entire Agreement. Except as expressly set forth in this Addendum to the contrary, all terms of the Agreement remain in full force and effect and are incorporated herein by reference. 

THLLC

Your Name: 
Signed:

Signed:
Date:

Date: