Agreement made [TODAY’S DATE] between Donald Miller Words, LLC (hereafter Business Made Simple) and [CLIENT NAME] (hereafter Coach).
Term for Certified Coach License
Pending completion of the 3-day training and approval from the Business Made Simple team, this Agreement certifies [CLIENT NAME] as a Business Made Simple Certified Coach for twelve (12) months from the date of Certification (the last day of your certification training). Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms. The Coach’s renewal payment plan will always begin on the 15th of the month in which they were trained. If the Coach does not wish to renew the terms of this Agreement, written notice needs to be submitted to Business Made Simple at firstname.lastname@example.org by the 1st of the month in which they were trained. At that point, the Coach’s license will expire on the 15th of the month they were trained.
For example, if a Coach attended Coach Training in October 2021, they could anticipate their renewal payment plan beginning on October 15, 2022. If they did not wish to renew the terms of this Agreement, they need to provide written notice to Business Made Simple at email@example.com by October 1, 2022.
Coaching Certification Non-Refundable Licensing Fees
First year — $9,999 USD for an individual Coaching license
Annual renewal — $5,000 USD
What is a Business Made Simple Certified Coach?
An individual trained and licensed by Business Made Simple to coach their clients through running and growing their business using the Business Made Simple courses and content.
Ownership and Rights of Usage
Business Made Simple maintains ownership of all intellectual property content and rights. A Business Made Simple Certified Coach is licensed during the term to use Business Made Simple content to fulfill their duties and utilize the accompanying privileges as a Certified Coach. It is expressly agreed that the purchase of a license is not a purchase or transfer of ownership of any Business Made Simple proprietary materials or intellectual property.
Intellectual Property License Notice
Becoming a Business Made Simple Certified Coach creates a limited, revocable license for the use and presentation of Business Made Simple materials exclusively as provided herein. All other rights are expressly reserved by Business Made Simple. The Business Made Simple materials are protected in whole and/or in part by state and federal copyright laws, trademark laws, and international treaty provisions. All title and copyrights in and to the Business Made Simple materials, including but not limited to any images, photographs, animations, video, audio, music, text, electronic applications, and accompanying printed materials incorporated into Business Made Simple materials and any copies of materials associated with the Business Made Simple materials, are owned by Business Made Simple. No one is authorized to copy any audio, video, lesson, or Business Made Simple materials without the prior written consent of Business Made Simple. If violated, Business Made Simple may commence civil action seeking monetary damages, attorneys’ fees, injunctive relief, and, in appropriate circumstances, criminal prosecution, with all reasonable legal and attorneys’ fees to be paid by the infringer and/or third parties.
Licenses included in the Coaching Program
Coaches May Not
1 – Perform any workshops to teach people the curriculum found within Business Made Simple unless approved otherwise by the Business Made Simple team. All current coaches will have access to perform the Hero on a Mission workshop. All current coaches will have access to perform the Hero on a Mission workshop, Mission Statement Made Simple Workshop, and How To Give A Great Speech Workshop.
2 – Register or use domain names associated with the StoryBrand and Business Made Simple brands, including: StoryBrand, Clarify Your Message, Be the Guide, Business Made Simple, Made Simple, Marketing Made Simple, and any additional phrases, taglines, or slogans StoryBrand and Business Made Simple use in marketing. This also applies to social media handles and group names as well as headline copy for paid advertisements. Coach should use their own proprietary phrases, taglines, and slogans when marketing or talking about their business.
3 – Point paid advertisements directly to their profile on CertifiedBusinessCoach.com, ClarifyYourMessage.com or MarketingMadeSimple.com. The URL shown in any paid advertisement may not be CertifiedBusinessCoach.com, ClarifyYourMessage.com or MarketingMadeSimple.com
4 – Remove the Business Made Simple copyright and/or logo from provided Business Made Simple materials. Doing so would infer the content to be the Coach’s original content, ideas, or copyright.
5 – Claim themselves as a Business Made Simple representative in any other capacity than a Business Made Simple Certified Coach.
6 – Change, modify, edit, transfer to another format, add to, or alter in any way Business Made Simple materials without the express written consent of Business Made Simple.
7 – Reproduce, copy, or disseminate Business Made Simple materials in any manner or medium not authorized by Business Made Simple. This prohibition includes any digital posting, reverse engineering, copying, or distribution on any web platform, YouTube, social media, or any other means of digital dissemination.
8 – Use the Business Made Simple logo in any way aside from on provided Business Made Simple materials.
9 – Display their Certified Coach badge after their term has expired.
10 – Bind Business Made Simple to any contract, obligation, or pledge of any nature. Coach is prohibited from entering into any agreements or making any representation that may infer liability or cause financial responsibility on behalf of Business Made Simple, its employees, or assigns.
11 – Make any statement or representation that would suggest or state that the Coach is employed by Business Made Simple or is otherwise an agent for Business Made Simple.
12 – Teach the Business Made Simple content in keynotes, podcast interviews or other media appearances.
The limited rights granted to Coach hereunder are not assignable or transferable absent the express written consent of Business Made Simple. Any unauthorized transfer or assignment will be deemed void.
The Business Made Simple site, its content, and all services, materials, and products associated with the site or any content or materials provided are provided on an “as-is” and “as-available” basis. Business Made Simple makes no representations or warranties of any kind, express or implied, as to the content or operation of our site or of the services. Coach expressly agrees that their use of Business Made Simple’s sites or services is at their sole risk.
Business Made Simple makes no representations, warranties, or guarantees, express or implied, regarding the accuracy, reliability, or completeness of the content on our site or of the services, and expressly disclaim any warranties of non-infringement or fitness for a particular purpose. Business Made Simple makes no representation, warranty, or guarantee that the content that may be available through the services is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information. Access and use of the Business Made Simple site may be interrupted from time to time for any of several reasons, including without limitation the malfunction of equipment, periodic updating, maintenance or repair of the site, or other actions that Business Made Simple, in its sole discretion, may elect to take.
Indemnity and Waiver
Without waiving any other limitations or indemnity rights of Business Made Simple herein, Business Made Simple assumes no liability and Coach waives any claim against Business Made Simple for Coach’s use of any training or materials, including any claims by individuals arising from Coach’s consulting activities. Coach hereby releases, indemnifies, and holds Business Made Simple harmless from any and all claims related to Coach’s use of the training, Business Made Simple materials, or any other claim arising from or related to any aspect of Coach’s activities. Coach agrees to indemnify and hold Business Made Simple and its Affiliates, Officers, Agents, Employees, Members, and Third-Party Vendors harmless from any and all claims, liability, and expenses, including reasonable attorneys’ fees and costs, arising out of Coach’s use of the Business Made Simple site, services, materials, or breach of this Agreement (collectively referred to as “Claims”). Business Made Simple reserves the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. Coach agrees to reasonably cooperate as requested by us in the defense of any Claims.
Neither Business Made Simple, nor any third-party vendor shall be responsible or liable to Coach or to any third party, whether in contract, warranty, or tort (including negligence) arising in whole or in part from Coach’s access to our site, use of our services or materials, or this agreement.
Subject to applicable law, Business Made Simple, is not liable for any of the following: (a) any indirect, special, incidental, consequential, exemplary, liquidated, or punitive damages, including but not limited to loss of profit, revenue, or business; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet system requirements; (c) damages or losses related to professional services or advice of third parties, including advertisers. The above limitations apply even if Business Made Simple, has been advised of the possibility of such damages. This agreement sets forth the entire liability of Business Made Simple, and is Coach’s exclusive remedy with respect to the services and materials referenced herein. In no event may Coach bring any claim or cause of action against Business Made Simple more than one year after such claim or cause of action arises.
The maximum amount to which Business Made Simple, and its affiliates, officers, employees, agents, and third-party vendors may be liable to Coach in any circumstance shall not exceed the lesser of (a) the sums paid by Coach in the preceding twelve (12) months for our services or materials or (b) five hundred dollars ($500.00).
Relationship of the Parties; Required Disclaimer
Coach agrees that Business Made Simple may use Coach’s feedback, suggestions, Slack profile avatar, and ideas in any way, including in future modifications of materials, other products or services, advertising, social media, and marketing. Coach grants us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty-free license to use the feedback Coach provides to us in any way.
Nothing herein shall be construed as an employment or agency relationship between the parties. Coach will in no way be entitled to act on behalf of or otherwise bind Business Made Simple to any obligation or liability whatsoever. These parties at all times are independent contracting parties.
Business Made Simple may terminate training, any service, license, or any privilege (e.g., Business Made Simple Certified Coach Directory listing) without liability or refund of any fees to Coach as follows:
Business Made Simple may terminate training, any service, license, or any privilege without cause, but in doing so, would offer a refund equal to the First Year payment amount if termination occurs within one year of the certification date. If termination without cause occurs anytime after the first renewal date and Coach has paid their renewal fee (and is therefore an active Coach), a refund equal to the latest Annual Renewal payment amount will be made. Termination without cause refunds will be made within thirty (30) days from the date Coach is notified via email of their termination.
Governing Law and Venue
This Agreement, all transactions or other interactions between and among the parties will be governed by the laws of the State of Tennessee without regard to its conflict or choice of laws provisions. Any dispute with Business Made Simple, or its officers, directors, employees, agents, or affiliates, arising under or in relation to this Agreement will be resolved exclusively through the state or federal courts located in Davidson County, Tennessee.
If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.
If Business Made Simple does not exercise or enforce any legal right or remedy that is contained in the Agreement, such decision on Business Made Simple’s part will not serve as formal waiver of our rights and that those rights or remedies will still be available to Business Made Simple.
All covenants, agreements, representations, and warranties made in this Agreement shall survive Coach’s acceptance of this Agreement and the termination of this Agreement.
This Agreement represents the entire understanding and agreement between the parties regarding the subject matter of the same, and supersedes all other previous agreements.
Business Made Simple may modify this Agreement from time to time. Any and all changes to this Agreement will be sent to Coach via email. Coach is deemed to accept and agree to be bound by any changes to the Agreement when Coach uses our services and materials after those changes are sent.
Signing this Agreement acknowledges that you understand the above and are competent to enter into this binding Agreement.