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TalentSmart Trainer Agreement

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 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.
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 must safeguard this information and prevent unauthorized access 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:

TalentSmart reserves the right to suspend or revoke access immediately for non-compliance or misuse, without prior warning.

6. Termination
6.1 Termination by TalentSmart:

This Agreement is effective upon the Trainer’s acceptance and shall remain in effect unless terminated. TalentSmart may terminate this Agreement or revoke access to the Certified Trainer Resources at any time, with or without cause, by providing written notice to the Trainer. Termination will occur immediately in the following circumstances:

  • The Trainer leaves the organization under which they were certified.
  • The Trainer fails to purchase a Participant License for a period of two (2) consecutive years.
6.2 Trainer Obligations Upon Termination:

In the event of termination, Trainers must:

  • 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 retain, store, or repurpose TalentSmart Materials for future use, including unauthorized independent consulting, competitive training, or personal reference.
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: March 11, 2025