A CONFIDENT MINDSET™
CERTIFIED COACH CURRICULUM LICENSE AGREEMENT
DRAFT FOR ATTORNEY REVIEW
This Certified Coach Curriculum License Agreement (“Agreement”) governs the purchase, access, and use of courses, workshops, curriculum, and related materials developed or provided by A Confident Mindset, LLC, doing business as A Confident Mindset™ (“ACM”).
By affirmatively accepting this Agreement at checkout, purchasing, downloading, accessing, or using ACM curriculum or related materials (“Materials”), the purchaser (“Certified Coach” or “Coach”) agrees to be bound by this Agreement.
- Eligibility
ACM curriculum is available for purchase and use only by individuals who have successfully completed the A Confident Mindset Confidence Coach Certification™ and meet ACM’s applicable eligibility requirements at the time of purchase.
Each Certified Coach who wishes to independently teach an ACM course or workshop must purchase their own individual license.
Purchasing a course does not give the purchaser the right to share, assign, transfer, sublicense, or extend their license to another individual, coach, instructor, business, school, organization, or entity.
If another coach or instructor wishes to teach an ACM course, that individual must independently satisfy ACM’s eligibility requirements and obtain their own applicable license.
- License Grant
Upon purchase of an ACM course or workshop, ACM grants the purchasing Certified Coach a limited, non-exclusive, non-transferable license to personally use and teach the purchased Materials subject to this Agreement.
The Certified Coach may:
- Personally teach the purchased course or workshop an unlimited number of times.
- Teach the course in person or through live virtual instruction.
- Offer the course through their own coaching business.
- Offer the course in partnership with schools, libraries, nonprofits, community organizations, camps, after-school programs, homeschool organizations, businesses, or other appropriate organizations.
- Charge participants to attend the course.
- Determine their own participant pricing.
- Use the Materials to prepare for and personally facilitate their classes.
- Provide designated student-facing materials to participants in classes the Coach personally teaches.
- Personalize the delivery of the Materials as permitted under this Agreement.
- Include the workshop as part of a broader coaching service, package, camp, program, or offering that the Coach personally delivers.
Unless ACM expressly states otherwise in writing, the license applies only to the individual Certified Coach who purchased the course.
- Customization of Materials
ACM understands that Certified Coaches may need to adapt the delivery of course materials to fit their audience, teaching style, format, or business.
Certified Coaches may make reasonable modifications to purchased Materials for use in classes they personally teach.
Permitted modifications may include:
- Editing examples or discussion prompts.
- Adjusting timing and pacing.
- Reordering activities where appropriate.
- Adding original examples or supplemental activities.
- Adapting presentation for in-person or live virtual instruction.
- Adding the Coach’s name, business name, logo, or contact information.
- Making reasonable formatting or design changes.
Certified Coaches may not materially alter the core learning objectives, framework, key concepts, methodology, or essential instructional purpose of the workshop and continue to present the resulting program as ACM curriculum.
Permission to customize the Materials does not transfer ownership of the underlying ACM curriculum or intellectual property to the Certified Coach.
Any version of the Materials that incorporates, adapts, modifies, or is substantially derived from ACM Materials remains subject to this Agreement.
Simple Rule
You may personalize how you teach ACM curriculum. You may not substantially change the curriculum and continue to present it as ACM curriculum.
- Coach-Created Additions
Original content independently created by the Certified Coach and added to a workshop remains the Coach’s property, provided that the original content does not reproduce, incorporate, or derive from ACM proprietary content except as permitted under this license.
Examples may include a Coach’s original stories, examples, discussion questions, supplemental exercises, or independently created activities.
ACM retains all ownership rights in ACM curriculum, frameworks, methodologies, terminology, activities, graphics, instructional structure, and other proprietary Materials.
A Coach may not make minor changes to ACM Materials and then represent the resulting content as independently created curriculum owned by the Coach.
- Sharing and Distribution
The license is issued to one individual Certified Coach.
Certified Coaches may not:
- Share original ACM Materials with another coach or instructor.
- Share edited, customized, translated, or adapted versions of ACM Materials with another coach or instructor.
- Provide another person with access to purchased course files.
- Share account credentials, download links, editable files, or digital copies of the Materials.
- Upload Materials to shared drives, resource libraries, membership platforms, or other systems for use by additional instructors.
- Sell, sublicense, assign, transfer, or redistribute the Materials.
- Upload Materials for sale or distribution through Teachers Pay Teachers, Etsy, online marketplaces, or similar services.
- Make Materials publicly available online.
- Allow another instructor to independently teach the course using the purchaser’s licensed copy.
- Use the Materials to create a curriculum product for sale or licensing to coaches, teachers, parents, schools, businesses, or organizations.
- Train or authorize another coach or instructor to teach ACM curriculum using the purchaser’s licensed Materials.
If another coach wishes to teach an ACM course, that coach must obtain their own applicable license.
- Student-Facing Materials
Certified Coaches may print, reproduce, or electronically provide materials specifically designated by ACM as student-facing materials only to participants enrolled in classes the Coach personally teaches.
Student-facing materials may not be:
- Sold separately.
- Distributed as standalone products.
- Uploaded to shared resource libraries.
- Made available as public downloads.
- Provided to another instructor for use in their classes.
- Republished or redistributed independently from the licensed workshop.
Any student-facing Material distributed electronically, posted online, shared on social media, or otherwise made publicly visible must retain the ACM name, logo, copyright notice, attribution, or other branding included in the original Material.
Coaches may not remove or obscure ACM branding from publicly shared or electronically distributed ACM Materials unless ACM expressly permits otherwise in writing.
- Branding and Attribution
Certified Coaches may incorporate their own business name, logo, and contact information into editable Materials for use in classes they personally teach.
However, Coaches may not represent ACM curriculum as curriculum they independently created or own.
All customized or branded versions of ACM Materials must retain attribution substantially similar to:
Curriculum developed by A Confident Mindset™. Used under license.
ACM copyright, trademark, licensing, branding, and attribution notices included in the Materials may not be removed or obscured unless ACM expressly authorizes otherwise in writing.
Use of ACM Materials does not grant the Coach ownership of or unrestricted rights to the A Confident Mindset name, trademarks, logos, methodology, curriculum, frameworks, or other intellectual property.
- Use of ACM Names, Logos, and Workshop Titles
Certified Coaches may use the A Confident Mindset™ name, approved logos, certification marks, and official workshop titles only as reasonably necessary to:
- Accurately identify themselves as an ACM Certified Coach.
- Identify ACM curriculum they are licensed to teach.
- Promote classes in which they personally teach the licensed ACM curriculum.
Certified Coaches may use the official title of a purchased ACM workshop in marketing materials, registration pages, event listings, social media, and promotional materials.
When using an ACM workshop title publicly, the Coach must accurately identify the workshop as ACM curriculum.
Coaches may not:
- Claim that they created or own the ACM workshop.
- Suggest that they have exclusive rights to ACM curriculum.
- Use ACM branding in a manner that suggests ACM owns or operates the Coach’s independent business.
- Suggest that ACM sponsors, supervises, guarantees, or is responsible for the Coach’s independent services unless ACM expressly agrees otherwise in writing.
- Alter ACM logos without authorization.
- Create confusingly similar names, logos, marks, or branding.
- Translation Rights
Certified Coaches may translate purchased Materials into another language for use in classes they personally teach.
Any translation must preserve the core learning objectives, framework, key concepts, and methodology of the original ACM curriculum.
Translated Materials remain subject to this Agreement and must retain appropriate ACM attribution.
Translated Materials may not be sold, licensed, distributed, shared, or offered as a standalone curriculum product.
Translation does not create independent ownership rights in the underlying curriculum.
- Recorded and On-Demand Courses
Unless ACM provides prior written permission, this license permits live instruction only.
Certified Coaches may teach ACM courses through live virtual platforms such as Zoom or similar services.
Certified Coaches may not record substantially complete ACM workshops and sell, distribute, publish, license, or provide those recordings as:
- On-demand courses.
- Digital courses.
- Membership content.
- Downloadable training.
- Recorded educational products.
- Other reusable instructional products.
Short promotional clips, photographs, or screenshots from a Coach’s own workshop may be used for marketing purposes only if:
- The Coach has obtained all required participant and parent or guardian permissions.
- The content does not reveal substantial portions of ACM curriculum.
- Proprietary facilitator materials are not exposed.
- Protected ACM frameworks or instructional content are not substantially disclosed.
- ACM branding and attribution remain visible where applicable.
- Use Through Schools and Organizations
A Certified Coach may personally teach their purchased course while working with or through a school, business, nonprofit, camp, library, community organization, homeschool organization, or other third party.
The organization itself does not receive a license to independently use ACM Materials.
The Coach may not leave or provide curriculum files to the organization for future use by other instructors.
The organization may not copy, store, distribute, reuse, or provide the Materials to additional instructors unless ACM has provided an applicable organizational or multi-user license.
If additional instructors wish to independently teach ACM curriculum, each instructor must obtain their own applicable license unless ACM expressly agrees otherwise in writing.
- Bundling With Coach Services
Certified Coaches may include a licensed ACM workshop as part of a broader service, coaching package, camp, school program, event, membership, or other offering that they personally deliver.
This does not permit the Coach to separately sell, sublicense, distribute, transfer, or provide the ACM curriculum itself to participants, organizations, or other instructors.
The Coach may charge for the overall program or service in which the ACM workshop is included.
- Independent Operation of Classes
Certified Coaches who purchase ACM curriculum operate their independent classes on their own behalf.
Unless ACM expressly agrees otherwise in writing, ACM does not operate, administer, supervise, control, or guarantee classes independently offered by Certified Coaches.
The Certified Coach is responsible for their own business operations, including, as applicable:
- Registration.
- Enrollment.
- Pricing.
- Payment collection.
- Refunds.
- Cancellations.
- Parent and participant communications.
- Facilities.
- Technology.
- Participant supervision.
- Safety procedures.
- Parent or guardian permissions.
- Photography or recording permissions.
- Background checks or screening requirements.
- Insurance.
- Taxes.
- Licenses or permits.
- Privacy practices.
- Compliance with applicable laws.
- Compliance with third-party organizational policies.
The Certified Coach is an independent business owner and is not an employee, agent, partner, joint venturer, or authorized representative of ACM.
Nothing in the purchase or use of ACM curriculum creates an employment relationship or entitles the Coach to wages, benefits, reimbursement, paid time off, insurance, retirement benefits, or other employee rights from ACM.
The Coach may identify themselves as an ACM Certified Coach and state that they are teaching ACM curriculum under license.
The Coach may not represent that their independently operated class is sponsored, operated, supervised, or guaranteed by ACM unless ACM expressly agrees otherwise in writing.
- Educational Purpose and Scope
ACM curriculum is designed for educational and coaching purposes only.
The curriculum is not intended to provide:
- Medical care.
- Psychological treatment.
- Therapy.
- Counseling.
- Diagnosis.
- Psychiatric treatment.
- Other licensed health or mental health services.
Certified Coaches may not represent ACM curriculum as a substitute for professional medical, psychological, therapeutic, counseling, or other licensed services.
Certified Coaches are responsible for operating within the scope of their own training, qualifications, credentials, and applicable laws.
- Age and Participant Suitability
Certified Coaches are responsible for using reasonable judgment when determining whether a workshop is appropriate for a particular participant or group.
Coaches may adapt examples, pacing, discussion, and presentation to fit their audience.
Coaches may not materially change the intended learning objectives or use the Materials in a manner that is inappropriate for the age, developmental level, or reasonable needs of the participants.
- Marketing Claims
Certified Coaches must describe ACM curriculum accurately.
Coaches may not make false, misleading, medical, therapeutic, or guaranteed-outcome claims regarding ACM curriculum or its results.
Coaches may describe the intended learning objectives and potential benefits of a workshop.
Coaches may not guarantee specific:
- Emotional results.
- Behavioral results.
- Academic results.
- Mental health outcomes.
- Business results.
- Financial results.
- Participant outcomes.
For example, a Coach may describe a workshop as helping children learn tools for responding to self-doubt.
A Coach may not guarantee that participation will eliminate self-doubt, anxiety, behavioral concerns, or another condition.
- Artificial Intelligence and Technology Use
Certified Coaches may not upload ACM Materials, in whole or in substantial part, into artificial intelligence systems, content-generation platforms, course-building tools, machine-learning systems, or similar technologies for the purpose of:
- Training an AI system.
- Reproducing ACM curriculum.
- Transforming ACM curriculum into a competing product.
- Generating substantially similar curriculum.
- Creating derivative curriculum products for sale, licensing, or distribution.
- Extracting ACM proprietary frameworks or methodology for reuse as another product.
Coaches may use general-purpose technology tools for administrative, operational, or marketing support provided that ACM proprietary Materials are not disclosed, replicated, or used to create a competing curriculum product.
- Prohibition on Competing Derivative Curriculum
Certified Coaches may not use ACM Materials, frameworks, activities, structure, terminology, methodology, or substantially similar adaptations to create, market, sell, license, distribute, or represent a competing curriculum product or workshop as independently created by the Coach.
Nothing in this provision prevents the Coach from independently developing original content that does not copy, substantially derive from, or misuse ACM proprietary content.
- Ownership and Intellectual Property
All original ACM Materials remain the intellectual property of ACM or its applicable rights holders.
This includes, without limitation:
- Presentations.
- Lesson plans.
- Facilitator guides.
- Workshop-at-a-Glance materials.
- Activities.
- Student worksheets.
- Frameworks.
- Methodology.
- Graphics.
- Written content.
- Course structure.
- Teaching tools.
- Training resources.
- Proprietary terminology.
- Other instructional resources.
Purchase of an ACM workshop is the purchase of a license to use the Materials, not the sale or transfer of ownership of the Materials or underlying intellectual property.
Except for the limited rights expressly granted by this Agreement, ACM retains all rights, title, and interest in its intellectual property.
- Term and Continued Use
Once purchased, the Certified Coach may personally use and teach the purchased version of the Materials for an unlimited period, subject to continued compliance with this Agreement.
Purchase of a course does not automatically include future revisions, updated editions, new versions, additional materials, future enhancements, or future courses unless ACM expressly states otherwise.
ACM may choose to make updates available at no additional cost but is not obligated to do so.
The Coach’s license applies to the version purchased and any updates ACM expressly includes with that purchase.
- Certification Status
The right to purchase ACM curriculum is limited to individuals who meet ACM’s Certified Coach eligibility requirements at the time of purchase.
If a Coach’s certification later expires or is no longer active because of an ordinary administrative or renewal policy, that circumstance alone will not automatically terminate an otherwise valid curriculum license previously purchased by the Coach.
However, if a Coach’s certification is revoked because of fraud, misconduct, intellectual property misuse, violation of ACM policies, or another material violation, ACM may suspend or terminate the Coach’s curriculum license in accordance with this Agreement.
- Refund Policy and Free Sample Workshop
Because ACM curriculum includes digital, downloadable, editable, and immediately accessible intellectual property, all curriculum license purchases are final and non-refundable once access to the Materials has been provided, except where otherwise required by applicable law.
ACM provides a free sample workshop so Certified Coaches can review the general structure, format, teaching approach, and style of ACM curriculum before purchasing a paid workshop.
Certified Coaches are encouraged to review the free sample before purchasing.
- No Guarantee of Business or Participant Results
ACM provides educational curriculum and instructional resources.
ACM does not guarantee that purchasing or teaching an ACM course will result in any particular level of:
- Enrollment.
- Revenue.
- Profit.
- Business growth.
- Client acquisition.
- Participant improvement.
- Behavioral change.
- Educational outcome.
Certified Coaches remain responsible for marketing, pricing, operating, and managing their own independent businesses and classes.
- Disclaimer of Warranties
The Materials are provided “as is” and “as available.”
To the fullest extent permitted by law, ACM disclaims all express and implied warranties, including warranties of merchantability, fitness for a particular purpose, and any warranty that the Materials will meet a Coach’s particular business, educational, financial, or participant needs.
ACM does not guarantee that use of the Materials will produce any particular result for a Coach or participant.
Nothing in this section excludes any warranty or right that cannot lawfully be excluded.
- Participant Information and Privacy
When independently offering or teaching ACM curriculum, the Certified Coach is solely responsible for the collection, use, storage, protection, and disposal of participant and parent or guardian information in accordance with applicable privacy laws and the Coach’s own business practices.
The Coach is responsible for obtaining any required permissions or consents relating to:
- Minor participation.
- Photography.
- Video.
- Audio recording.
- Testimonials.
- Electronic communications.
- Marketing.
- Collection of personal information.
The Coach may not provide participant or parent information to ACM unless authorized by the participant or parent, required by law, or expressly requested for an ACM-approved purpose.
- Account and Materials Security
The Certified Coach is responsible for maintaining the confidentiality and security of:
- ACM account credentials.
- Kajabi login information.
- Download links.
- Editable files.
- Digital copies.
- Printed copies.
- Other access to ACM Materials.
The Coach may not share login credentials or permit another individual to access ACM Materials through the Coach’s account.
The Coach must promptly notify ACM if they become aware of unauthorized access, copying, sharing, distribution, or use of ACM Materials.
The Coach agrees to reasonably cooperate with ACM in preventing or addressing unauthorized use.
- Termination
ACM may terminate a curriculum license if a Certified Coach materially violates this Agreement.
For violations that can reasonably be corrected, ACM will provide written notice describing the violation and a reasonable opportunity to cure the violation.
ACM may terminate or suspend a license immediately where reasonably necessary for serious misconduct, including:
- Intentional unauthorized sharing.
- Resale.
- Sublicensing.
- Redistribution.
- Intellectual property theft.
- Unauthorized publication.
- Repeated violations.
- Fraud.
- Intentional misuse of ACM branding.
- Other serious misuse of ACM Materials.
Upon termination, the Coach must discontinue use of the applicable Materials and delete or destroy copies in their possession as reasonably required by ACM and applicable law.
Termination does not transfer ownership of customized, translated, modified, or derivative ACM Materials to the Coach.
- Indemnification and Hold Harmless
The Certified Coach agrees to indemnify, defend, and hold harmless A Confident Mindset, LLC, A Confident Mindset™, and their owners, officers, employees, contractors, affiliates, representatives, successors, and assigns from and against third-party claims, demands, actions, losses, damages, liabilities, judgments, costs, and reasonable attorneys’ fees arising out of or relating to:
- The Coach’s independent teaching or delivery of classes.
- The Coach’s conduct.
- Participant or parent interactions.
- Safety practices.
- Marketing or advertising claims.
- Registration or enrollment.
- Fees or payment collection.
- Refunds or cancellations.
- Participant communications.
- Privacy practices.
- Failure to obtain appropriate permissions or consents.
- Compliance with applicable law.
- Misuse of ACM Materials.
- Violation of this Agreement.
This obligation does not apply to claims caused solely by ACM’s own gross negligence, willful misconduct, or infringement contained in the original ACM Materials.
- Limitation of Liability
To the fullest extent permitted by law, ACM will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to the Coach’s purchase, use, teaching, marketing, modification, or delivery of ACM curriculum.
To the fullest extent permitted by applicable law, ACM’s total aggregate liability arising from a particular curriculum purchase will not exceed the amount the Certified Coach paid ACM for that curriculum.
Nothing in this section limits liability that cannot legally be limited.
- Dispute Resolution and Governing Law
Informal Resolution
Before initiating arbitration or other legal proceedings, the parties agree to first attempt in good faith to resolve any dispute arising out of or relating to this Agreement.
The party raising the dispute will provide written notice describing the issue.
The parties will have at least thirty (30) days after receipt of the notice to attempt informal resolution.
Binding Arbitration
If the dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to this Agreement, the Materials, or the Coach’s purchase or use of ACM curriculum will be resolved by final and binding arbitration, rather than in court, except for:
- Claims that may properly be brought in small claims court.
- Requests for temporary, preliminary, or permanent injunctive relief involving intellectual property, confidentiality, unauthorized use, or misuse of ACM Materials.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable rules and conducted by a single arbitrator.
Unless the parties agree otherwise or applicable law requires a different location, arbitration will take place in Oakland County, Michigan, or may be conducted remotely by video or telephone.
The arbitrator may award any remedy available under applicable law, subject to the limitations contained in this Agreement.
Judgment upon an arbitration award may be entered in any court having jurisdiction.
Individual Proceedings
To the fullest extent permitted by law, disputes will be resolved on an individual basis only.
Neither party will bring or participate in a class action, collective action, consolidated action, or representative proceeding arising from this Agreement.
Governing Law
This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles, except where federal law or another applicable law controls.
Intellectual Property and Emergency Relief
Nothing in this Agreement prevents ACM from seeking temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction to prevent or stop unauthorized copying, sharing, distribution, misuse, disclosure, or infringement of ACM intellectual property, trademarks, confidential information, or Materials.
Waiver of Jury Trial
To the extent any dispute is permitted to proceed in court rather than arbitration, each party knowingly waives the right to trial by jury to the fullest extent permitted by law.
- Assignment
The Certified Coach may not assign, transfer, delegate, sublicense, or otherwise convey this Agreement or any rights granted under it to another individual, business, organization, or entity without ACM’s prior written consent.
Any attempted unauthorized transfer is void.
ACM may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or transfer of the applicable curriculum business.
- Amendments and Version Control
ACM may update this Agreement from time to time.
Unless otherwise required by law or expressly agreed by the Certified Coach, updates will apply prospectively and will not materially reduce rights already granted under a prior curriculum purchase.
The version of this Agreement affirmatively accepted by the Coach at the time of purchase will govern that purchase, together with any later terms the Coach expressly accepts.
- Notices
Formal notices required under this Agreement may be delivered by email.
Notices to a Certified Coach may be sent to the most recent email address associated with the Coach’s ACM account.
Notices to ACM may be sent to:
[INSERT ACM LEGAL/CONTACT EMAIL]
A notice sent by email will be considered received on the date sent unless the sender receives a delivery failure notice.
Each party is responsible for maintaining current contact information.
- Force Majeure
Neither ACM nor the Certified Coach will be liable for delays or failure to perform obligations under this Agreement when caused by events beyond the reasonable control of the affected party.
Such events may include natural disasters, severe weather, government actions, internet or technology outages, widespread service disruptions, war, terrorism, civil unrest, public health emergencies, or similar events.
The affected party will make reasonable efforts to resume performance when practical.
- Survival
Any provisions that by their nature should continue after termination or expiration of this Agreement will survive.
This includes provisions relating to:
- Intellectual property ownership.
- Restrictions on sharing and redistribution.
- Branding restrictions.
- Confidentiality where applicable.
- Indemnification.
- Limitation of liability.
- Dispute resolution.
- Governing law.
- Payment obligations arising before termination.
- Other obligations intended by their nature to continue.
- Severability
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.
- No Waiver
Failure by ACM to enforce a provision of this Agreement in any instance does not constitute a waiver of ACM’s right to enforce that provision or any other provision in the future.
A waiver is effective only if made expressly in writing by an authorized representative of ACM.
- Entire Agreement
This Agreement, together with applicable purchase terms, checkout acknowledgments, and any policies expressly incorporated by reference, constitutes the entire agreement between ACM and the Certified Coach regarding the licensed Materials.
It supersedes prior or contemporaneous discussions, representations, or understandings relating to those Materials.
If there is a conflict between this Agreement and a sales page or marketing description, this Agreement will control, except that ACM will not use this provision to eliminate an express right clearly granted to the Certified Coach at the time of purchase.
- Electronic Acceptance
By checking the agreement box at checkout, completing the purchase, downloading, accessing, or using the Materials, the Certified Coach electronically agrees to be bound by this Agreement.
Electronic acceptance will have the same force and effect as acceptance by handwritten signature to the extent permitted by law.
ACM may maintain electronic records of:
- The Coach’s acceptance.
- Purchase date.
- Course purchased.
- Account information.
- Date of acceptance.
- Version of the Agreement accepted.