Legal.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

This is a contract between you (the Certified Trainer) and us (Aelieve). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Aelieve Certified Trainer (HCT) Program unless you agree to them. By participating in our HCT Program, you are agreeing to these terms.

The purpose of the HCT Program is to empower people to teach inbound and Aelieve. We aim to share the knowledge, processes, and content of Aelieve Academy with those who wish to teach inbound and Aelieve. The HCT program is only available to individuals at current Agency Partners who have achieved Gold tier status or above.

1. Definitions

“Academic Portal” means all of our web-based inbound marketing and sales applications, tools and platforms that we may make available to you, and are developed, operated, and maintained by us, accessible via http://Aelieve.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you for your use in accordance with the terms of this Agreement.

“HCT Program Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we make available to you under this Agreement.

“Agreement” means these Aelieve Certified Trainer Terms and Conditions and all materials referred or linked to in here.

“Customer Terms of Service” means those terms and conditions located at http://legal.Aelieve.com/terms-of-service, as modified from time to time.

“Certified Trainer Benefits” means the benefits made available to trainers which we have described in our Program Policies at https://academy.Aelieve.com/Aelieve-certified-trainer-program-policies, or another website we may designate.

“HCT Program” or “Aelieve Certified Trainer Program” means our partner program as described in this Agreement.

“HCT Branding Guidelines” means our brand guidelines for HCT Program participants made available at https://academy.Aelieve.com/Aelieve-certified-trainer-branding-guidelines.

“Aelieve Academy Terms” means those terms and conditions applicable to participation in a Aelieve Academy educational seminar or certification that are made available at http://academy.Aelieve.com.

“Aelieve AUP” means our Acceptable Use Policy made available at http://legal.Aelieve.com/acceptable-use.

“Program Policies” means the Aelieve Certified Trainer Program Policies made available at https://academy.Aelieve.com/Aelieve-certified-trainer-program-policies.

“We”, “us”, “our”, and “Aelieve” means Aelieve, Inc.

“You” and “Certified Trainer” means the party, other than Aelieve, entering into this Agreement and participating in the HCT Program.

2. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.

3. Acceptance, Rights and Obligations

a. Your Acceptance.  Once you complete an application to become a Aelieve Certified Trainer, we will review your application and notify you if you have been accepted to participate in the HCT Program, or not. If we do not notify you that you are accepted to participate in the HCT Program within thirty (30) days from your application, your application is considered to be rejected.

If we notify you that you have been accepted into the HCT Program, the period following acceptance until we have received your first NPS survey results is considered the “Provisional Acceptance Period”.  During the Provisional Acceptance Period, we may desire to review your course(s) or learn more about your accreditation program.  If you do not provide this information, or if we, in our sole discretion, otherwise decide not to move forward beyond the Provisional Acceptance Period, then we may terminate this Agreement in accordance with the ‘Provisional Acceptance Termination’ section below. If your participation is not terminated prior to the conclusion of the Provisional Acceptance Period, then you will continue to be considered a participant in the HCT Program, until one of us terminates the Agreement.

If you are accepted to participate in the HCT Program, then upon notification of acceptance the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.

Upon acceptance into the HCT Program, you will conduct HCT Program training sessions at your location in accordance with our directions.   For example, Aelieve may be conducting classroom training sessions in a nearby location to you, so we will need to ensure our sessions do not clash with yours. In order to prevent this, we ask that you schedule your training sessions using the calendar that we provide to all HCT Program participants.

b. Your Rights and Obligations.  We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to use, demonstrate and promote the HCT Program Content solely in an educational capacity to individuals who wish to learn more about Aelieve.

You may not resell, lease, rent or otherwise use the HCT Program Content for profit, provided that the foregoing will not restrict you from charging tuition fees generally, which tuition fees would apply regardless of the inclusion of the HCT Program Content in your curriculum. You may also not include the HCT Program Content in materials that are going to distributed outside of your classroom or organization (for example, for inclusion in a published book), without our express prior written consent. You may not alter the appearance of the HCT Program Content or remove our name or logo from the HCT Program Content, unless such alterations are in accordance with the HCT Program Policies. “Whitelabeling” is strictly prohibited. We determine the HCT Program Content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.

You agree to abide by the Aelieve Academy Terms, and to instruct students using the HCT Program Content to do the same. You will take all reasonable steps to ensure that students using the HCT Program Content do not use the HCT Program Content in violation of the Aelieve Academy Terms or the Aelieve AUP. If you discover or have reason to believe that any student is making use of the HCT Program Content in violation of the Aelieve Academy Terms or the Aelieve AUP, then you will immediately notify us in writing.

For the duration of the HCT Program you agree to the following:

• Maintain the most up-to-date certification as a Aelieve Certified Trainer (see 4. Certification section below);
• Promptly inform Aelieve of the location and date of any HCT Program classes that you will be conducting. In the event of a conflict with another HCT Program class or a Aelieve training class scheduled on the same date or vicinity of your planned HCT Program class, you agree to reschedule and to notify all invitees of the updated details as soon as possible;
• To fully comply with our HCT Branding Guidelines made available at https://academy.Aelieve.com/Aelieve-certified-trainer-branding-guidelines; and
• Conduct the HCT Program training sessions in accordance with the HCT Program Policies made available at https://academy.Aelieve.com/Aelieve-certified-trainer-program-policies.  

4. Certification

We will inform you of the certifications that you are required to have received in order to participate in the HCT Program. You should review our Program Policies page to ensure you are aware of the certifications that you are required to have. You must maintain the most up-to-date versions of these certifications in order to continue to participate in the HCT Program. If we provide you with a certification badge, certificate or other associated content, you may not alter the intended meaning or appearance of certification badges, certificates, or associated content in any way.

Except as we describe below, all Certified Trainer certification badges must include an individual’s name.  Companies or agencies are not permitted to put their company or agency name on an Certified Trainer certification badge.

Unless we otherwise agree in writing, no Aelieve HCT Program Content (certifications included) can be sold or used for profit by you or your company or agency.

We will not release information about whether or not you have taken a test, how you performed, whether or not you submitted a practicum, or other items related to your certification performance without your permission.  This also means that if you are looking to understand how someone else performed on a certification, you’ll have to ask them directly, or get their permission to have this information sent to you.

All certification participants must abide by all the other rules and criteria listed here on this page or otherwise applicable. We may change the name or appearance of any certification or badge as necessary and you must use the most up-to-date version. Unless otherwise specified, all certification badges expire one year from the end of the month in which they were granted. Certified Trainers will need to renew their certification status as required in order to retain access to the certification badge and certificate, and to continue to participate in the HCT Program. We reserve the right to change the price or access to any certification at any time. Unless otherwise specified, any practicum submitted that does not expressly meet the parameters set out on the practicum submission page will be rejected.  Unless otherwise specified, no certification with a practicum component will be granted unless that practicum has been approved.

5. Support  

We will make the HCT Program Content available to you without charge (unless we otherwise agree in writing), subject to the terms set forth in the ‘Partner Rights and Obligations’ section. We will make available to you those benefits as set out in the HCT Program Policies page, which we may change from time-to-time without notice to you.

If we make an Academic Portal available to you, then you will use the Academic Portal solely in an educational environment, like a classroom setting, where the main purpose is to benefit the student, and you are not permitted to use it for any other purpose.  You will not lease, distribute, license, sell or otherwise commercially exploit the Academic Portal. The Customer Terms of Service apply to your use of the Academic Portal and it will be considered “Free Services” under the Customer Terms of Service.  As indicated in the Customer Terms of Service, you will comply with the Aelieve AUP with respect to your use of the Academic Portal.  We reserve the right to suspend, modify, or discontinue any or all part of the Academic Portal at any time without prior notice to you, and we may not give you the opportunity to retrieve your data.  In the event of a conflict between the terms that apply to the Academic Portal as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control.

6. No Fees

No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.

7. Trademarks and Press Release

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your name, trademarks, service marks and logos (“Trainer Marks”) in connection with the HCT Program and this Agreement. 

During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the HCT Program and this Agreement and not use any other marks on any training materials; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products or that you are in any way employed by Aelieve; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. 

If you are accepted as a Certified Trainer and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to academy@Aelieve.com.

8. Proprietary Rights

No license to any software is granted by this Agreement. The HCT Program Content, the Academic Portal and the Aelieve products and services are protected by intellectual property laws. The HCT Program Content, the Academic Portal and the Aelieve products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the HCT Program Content, the Academic Portal and the Aelieve products and services. Aelieve, the Sprocket Design, the Aelieve logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers and partners to comment on the Academic Portal and Aelieve products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Aelieve products and services, without payment to you.

You grant an exclusive, worldwide, perpetual license to Aelieve to use, distribute, copy and exploit any of the content that you have created independently in connection with the HCT Program and that you have provided to Aelieve (“Trainer Content”). For the avoidance of doubt, Aelieve may, in its discretion, make HCT Content available on the Academy Portal and share Trainer Content with other participants in the HCT Program for their own use during their participation in the HCT Program.

9. Confidentiality 

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential (including, without limitation, information pertaining to Aelieve beta features and product roadmap), and (ii) Aelieve customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

10. Term and Termination

a. Term. This Agreement will apply for as long as you participate in the HCT Program, until terminated.

b. Provisional Acceptance Termination. We may terminate this Agreement immediately upon notice to you within the Provisional Acceptance Period.  This termination right does not limit our right to otherwise terminate this Agreement in accordance with the ‘Termination for Cause’ section below.

c. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.

d. Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the HCT Program Content violate the Aelieve Academy Terms, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

e. Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of and delete all HCT Program Content and will immediately discontinue all use of our trademark, including any Aelieve badges, if applicable. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.

11. Representations and Warranties

You represent and warrant that: (i) your participation in this HCT Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

12. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the HCT Program, (b) your noncompliance with or breach of this Agreement, (c) your use of the Academic Portal, or (d) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

13. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AELIEVE PRODUCTS OR SERVICES, THE HCT PROGRAM CONTENT, THE HCT PROGRAM, OR THE ACADEMIC PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE ACADEMIC PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AELIEVE PRODUCTS AND SERVICES THE HCT PROGRAM AND THE ACADEMIC PORTAL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE AELIEVE PRODUCTS AND SERVICES, THE HCT PROGRAM CONTENT, THE HCT PROGRAM AND THE ACADEMIC PORTAL  INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS.

d. Academic Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE ACADEMIC PORTAL THAT YOU USE.

14. Non-Solicitation

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

15. General

a. Amendment; No Waiver.  We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://legal.Aelieve.com/HCT-program-agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. Your continued participation in the Aelieve HCT Program after any such modification constitutes your agreement to follow and be bound by these terms as modified. If you do not agree with a modification to this Agreement, you may terminate this Agreement on thirty (30) days’ notice to us in writing, following which you will no longer be permitted to use the Aelieve Certified Trainer certification.

b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

f. Compliance with Applicable Laws.  You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the HCT Program Content and the Aelieve products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the HCT Program Content or the Aelieve products and services to prohibited countries or individuals or permit use of the HCT Program Content or the Aelieve products and services by prohibited countries or individuals.

g. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

h. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To Aelieve, Inc.: Aelieve, Inc., 25 First Street, 2nd Floor, Cambridge, MA 02141, U.S.A. Attention: General Counsel

To you: your address as provided in our partner account information for you.  We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

i. Entire Agreement. This Agreement is the entire agreement between us for HCT Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

k. No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

l. Program Benefits. We may change the HCT Program Benefits from time to time by updating our website.

m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Aelieve products and services, our trademarks, or any other property or right of ours.

n. Sales by Aelieve. This Agreement shall in no way limit our right to make available or sell the HCT Program Content or the Aelieve products and services, directly or indirectly, to any current or prospective customers.

o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

p. Survival.  The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.