TalentSmart Trainer Agreement

At TalentSmart, we believe emotional intelligence is not only what we teach—it’s how we work. This Agreement reflects our shared commitment to professionalism, respect, and the protection of TalentSmart’s intellectual property. By aligning with these terms, we support a community of trainers who uphold the integrity of our programs and deliver high-impact learning experiences.

This Trainer Agreement (“Agreement”) is a legally binding contract between TalentSmart, Inc. (“TalentSmart”) and you (“Trainer”). It governs your access to and use of TalentSmart Certified Trainer Resources and Materials. By accessing or using these TalentSmart resources, you agree to comply with the terms and conditions set forth below. If you do not agree, you may not access the resources.

1. Authorized Use and Scope

1.1 Certification Requirement:

Access to TalentSmart Certified Trainer Resources is limited to individuals who:

Have successfully completed TalentSmart’s certification process by attending a TalentSmart Mastering Emotional Intelligence Train-the-Trainer program for the applicable level.
Maintain an active certification in good standing with TalentSmart.

1.2 Scope of Permitted Use:

Trainers may use TalentSmart’s proprietary materials solely for the delivery of TalentSmart-certified training programs to Approved Audiences, which include:

Internal teams of TalentSmart clients who have purchased Participant Licenses.
Employees or members of the Trainer’s sponsoring organization.
Participants explicitly approved by TalentSmart via written authorization, purchase order, or licensing agreement.

1.3 Independent Trainers: Sponsored and Non-Sponsored

TalentSmart recognizes the diverse ways in which certified trainers deliver our programs. This includes trainers who are:

Sponsored Independent Trainers: Not direct employees of an organization, but who are approved to deliver TalentSmart content exclusively within that organization. These trainers may access Certified Trainer Resources only for use with the sponsoring organization’s teams and must remain in good standing with TalentSmart and the sponsor organization.
Non-Sponsored Independent Trainers: Independent consultants not affiliated with a sponsoring organization at the time of certification. These trainers must communicate with their designated TalentSmart Account Manager prior to engaging with new organizations or clients, particularly when the audience includes a majority of participants from a single organization or when delivering training to organizations with 500 or more employees. Use of TalentSmart Materials outside these guidelines without written approval is prohibited.

2. Intellectual Property Rights

2.1 Ownership:

All materials, including training guides, assessments, videos, presentations, and associated tools (collectively, “Materials”), are the exclusive property of TalentSmart. These materials are protected under copyright, trademark, and other intellectual property laws.

2.2 License to Use Materials:

TalentSmart grants Trainers a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Materials solely as described in this Agreement. This license is subject to compliance with all terms and conditions herein.

2.3 Prohibited Use & Actions:

Trainers agree not to:

Deliver TalentSmart training to public audiences, external workshops, or unapproved participants.
Record, broadcast, or share TalentSmart training content in any form, including online courses, webinars, or marketing efforts, without written approval.
Reproduce, copy, modify, adapt, or create derivative works from TalentSmart Materials.
Distribute, sell, sublicense, or share TalentSmart Materials with third parties, including unauthorized trainers, organizations, or online platforms.
Reverse engineer, decompile, or attempt to recreate TalentSmart methodologies, assessments, or proprietary content.
Use AI tools, machine learning algorithms, or automated systems to analyze, replicate, or generate derivative content from TalentSmart Materials.
Remove, modify, or obscure TalentSmart branding on training materials, including any rebranding or white-labeling attempts.
Retain, store, or repurpose TalentSmart Materials for unauthorized independent consulting, competitive training programs, or future personal use.
Use TalentSmart materials in violation of any foreign, federal, state, or local law, regulation, or rule.

3. Participant Licenses

A valid Participant License must be purchased for each attendee of TalentSmart-certified training sessions. Participant materials provided with a license are single-use and cannot be duplicated, shared, or repurposed under any circumstances.

4. Confidentiality and Data Protection

4.1 Confidential Information:

All TalentSmart Materials and access credentials constitute confidential information. Trainers are expected to handle this information responsibly, helping to prevent unauthorized use or disclosure. The Trainer must promptly notify TalentSmart of any infringement of TalentSmart’s Intellectual Property Rights and Confidential Information.

4.2 Data Protection:

Trainers who handle participant data obtained through TalentSmart programs must comply with applicable data protection laws (e.g., GDPR, CCPA) and TalentSmart’s privacy policies.

5. Access Conditions and Monitoring

5.1 Acknowledgment and Acceptance:

By logging into Certified Trainer Resources, Trainers acknowledge and agree to be bound by the terms of this Agreement.

5.2 Monitoring and Audit Rights:

TalentSmart reserves the right to monitor Trainers’ use of the resources to ensure compliance with this Agreement. Trainers may be required to provide evidence of Participant License purchases or training delivery records upon request.

5.3 Suspension or Revocation of Access:

To maintain the integrity of our resources, TalentSmart may suspend or revoke access in cases of non-compliance or misuse.

6. Termination

6.1 Termination by TalentSmart:

This Agreement is effective upon the Trainer’s acceptance and shall remain in effect unless terminated.

Termination or access revocation will occur in the following circumstances:

- The Trainer leaves the organization under which they were certified, at which point this Agreement shall be void, and the Trainer’s certification shall be immediately revoked.
- The Trainer fails to purchase a Participant License for a period of two (2) consecutive years, either under their own account or through their organization’s centralized purchasing account. In such a case, this Agreement and certification shall remain in effect, but the Trainer’s access to Certified Trainer Resources shall be revoked until such time as a new Participant License is purchased, unless otherwise determined by TalentSmart in its sole discretion.

6.2 Trainer Obligations Upon Termination:

In the event of termination, Trainers agree to:

Immediately cease all use of TalentSmart Materials.
Return or delete all TalentSmart Materials in their possession, except when materials are transferred to another certified trainer within the same organization with prior written approval from TalentSmart.
Certify in writing, upon request, that all Materials have been returned, transferred, or deleted as required.
Not to retain, store, or repurpose TalentSmart Materials for future use, including unauthorized independent consulting, competitive training, or personal reference.

Transfer of Certification Upon Change of Employment
In the event that a Certified Trainer leaves the Organization under which they were originally certified, they may transfer their certification to a new Organization, subject to the following conditions:

The Trainer must notify TalentSmart in writing of the change in employment, including the name and contact details of the new Organization. Upon notification of a Trainer’s change in employment, TalentSmart will revoke access to all Certified Trainer Resources associated with the prior Organization account.
The Trainer is not required to attend an additional Train-the-Trainer session. However, the Trainer (or the new Organization) must purchase a new Leader Guide and a Participant License Ifor each applicable program level for which the Trainer is certified. Following this purchase, TalentSmart will grant access to Certified Trainer Resources under the Trainer’s new account.
The Trainer’s use of the Materials remains limited to use within the new Organization and subject to all terms and conditions of this Agreement.
TalentSmart reserves the right to verify the Trainer’s continued adherence to certification standards and may revoke certification if any terms of this Agreement are violated.

7. Indemnification and Liability

7.1 Indemnification:

The Trainer agrees to indemnify and hold TalentSmart harmless from any claims, damages, or losses arising out of the Trainer’s misuse of TalentSmart Materials or violation of this Agreement.

7.2 Limitation of Liability:

TalentSmart’s liability under this Agreement is limited to direct damages and shall not exceed the fees paid by the Trainer for certification. TalentSmart is not liable for incidental, consequential, or punitive damages.

8. Warranty Disclaimer

To the fullest extent of all applicable laws, the Certified Trainer Resources and Materials are provided to the Trainer “as-is,” and TalentSmart disclaims all express and implied warranties, including warranty of merchantability and warranty of fitness for a particular purpose.

9. General Provisions

9.1 Governing Law:

This Agreement is governed by the laws of the State of California. Any disputes will be resolved exclusively in the courts of San Diego County, California.

9.2 Agreement Updates:

TalentSmart reserves the right to update this Agreement. Trainers will be notified of changes, and continued access to resources constitutes acceptance of updated terms.

9.3 No Waiver:

Failure by TalentSmart to enforce any provision of this Agreement does not constitute a waiver of its rights.

10. Acceptance of Terms

By accessing TalentSmart Certified Trainer Resources, you confirm that:

You have read and fully understand this Agreement.
You agree to all terms and conditions outlined herein.
You have the right, power, and authority to enter into this agreement.

TalentSmart retains the right to enforce this Agreement to protect its intellectual property and business interests.

Questions or Support

If you have any questions about this Agreement, please contact TalentSmart at [email protected].

By accessing the Certified Trainer Resources, you confirm that you have read, understood, and agree to this Trainer Agreement.

Last Edit Date: April 9, 2025