Certification Program Agreement
This Program Agreement outlines the obligations and boundaries of Center for Positive Sexuality and yourself in regards to this Certification Program.
This Certification Program Agreement (“Agreement”) governs Your participation in the Center for Positive Sexuality’s (“CPS”) Sex Positive Professional Certification Program (“Program”). THIS AGREEMENT IS LEGALLY BINDING ON YOU WHEN YOU CLICK THE “I ACCEPT” BUTTON OR CHECK BOX PRESENTED. YOU SHOULD CAREFULLY READ THE TERMS BEFORE CLICKING THE “I ACCEPT” BUTTON OR MARKING THE CHECK BOX. By doing so, You agree to be bound by this Agreement. You also represent to CPS that You are lawfully able to enter into all contracts, including this Agreement (e.g., You are not a minor, You are not subject to any agreements prohibiting Your participation, etc.). This Agreement is effective as of August 24, 2019.
- Participation in Program.
- Certification Requirements. To obtain a Sex Positive Professional Certification (“SPPC” or “Certification”) You must satisfy the following “Certification Requirements”: (a) complete the online training and receive passing scores on quizzes; (b) pass the Positive Sexuality Assessment; (c) comply with all additional requirements of the Program as may be specified at https://positivesexualitycertification.com (“Program Website”); (d) adhere to all laws, rules, and regulations applicable to the Program, including this Agreement and all CPS policies and procedures; and (e) pay any required fees.
- Use of Name and Logo. Subject to the terms of this Agreement and upon Your completion of and continued compliance with the applicable Certification Requirements, CPS will grant You a revocable limited right to identify Yourself as the holder of a SPPC and to use the Program’s name and and logo (“Marks”) associated with the SPPC, during the time that Your Certification is valid or until revoked or terminated by CPS. You may only use the Marks in accordance with this Agreement and any guidelines issued by CPS, as may be issued and modified from time to time by CPS. CPS may revoke Your right, with or without cause, to use any Marks associated with the Certification at any time.
- Your Responsibilities. In order to represent Yourself as the holder of a SPPC You must at all times: (a) conduct sex positivity activities in a professional and competent manner; (b) comply with all applicable laws, regulations and orders of any governmental or regulatory authority pertaining to Your professional activities; (c) refrain from disparaging the good name and reputation of CPS and the Program; (d) not make any representations, warranties, or guarantees to third parties with respect to CPS or the Program; (e) not misrepresent or embellish Your relationship with CPS; (f) comply with this Agreement and any applicable policies and procedures of CPS; and (g) not engage in any illegal, false, or deceptive acts or practices in conjunction with Your provision of professional services or sex positivity activities.
- Program and Assessment.
- Procedures. You will comply with all rules and regulations of the Program set by CPS or its online learning management system provider. You will not engage in any misconduct in connection with the Program, including without limitation: (a) receiving or providing unauthorized assistance, or submitting work that is not Your own; (b) falsifying Your identity or identification documents, or misusing any username or other credentials; (c) failing to adhere to any testing policy, procedure, or directions; (d) disclosing or disseminating the content of the Assessment or the Program; (e) use of any Marks or other CPS logos or trademarks in a manner not authorized by this Agreement and related guidelines; or (f) any other actions that CPS believe are inconsistent with the principles of the Program.
- Confidentiality and Intellectual Property. With the exception of Assessment and Program materials that CPS makes publicly available, all Assessment and Program content and materials are, and will at all times remain, the confidential intellectual property of CPS. You agree that You will not, nor permit others to, disclose, reproduce, use, transmit, publish, or disclose any confidential information, in any form, including without limitation, verbal, written, electronic or any other means for any purpose. CPS will pursue all available remedies to protect its Assessment and Program materials, its intellectual property, its confidential information, its Trademarks, and all other proprietary information and materials, to the maximum extent possible under laws, including seeking injunctive relief.
- Private Information. In exchange for being permitted to participate in the Program You agree to protect and safeguard any private information about other Program participants that You learn about in the course and scope of Your participation in the Program. Private information that You must protect includes, but is not limited to: names, addresses, contact information, financial status, sexual background, sexual history, health information, relationship information, and other personal and sensitive information. You will use the highest standard of care in protecting such information from disclosure, loss, theft, or unlawful disclosure.
- Noncompliance. You agree that CPS determines that You have violated the terms of this Agreement, including without limitation this Section 2, CPS may in CPS’s sole discretion (and without the refund of any program fees) cancel Your right to participate in the Program, revoke any Certification, terminate Your rights under this Agreement, and otherwise prohibit You from participating in the Program and any other CPS events, activities, or programs. This section in no way limits CPS’s right to take any and all legal action to protect its rights under this Agreement and to seek any and all available remedies.
- Validity. Each Certification is valid for a period of three years following the date CPS issues a Certification. Upon the expiration of Your Certification, You must immediately cease holding Yourself out as holding any CPS Certification, and You must immediately cease all use of the Marks. To regain those rights, You must apply to be recertified and complete any and all recertification requirements.
- Term and Termination.
- Term. The term of this Agreement will begin when You click an “I Accept” button or check box presented for consenting to this Agreement, and will continue until the terminated.
- Grounds for Termination.
- You may terminate this Agreement at Your convenience, by giving CPS thirty days written notice.
- CPS may terminate this Agreement, at its convenience, without cause, by providing You thirty days’ prior written notice
- Upon Your non-compliance with or violation of this Agreement or any applicable CPS policy or procedure (as determined by the CPS in its sole and reasonable discretion), CPS may immediately terminate this Agreement.
- Effect of Termination. Upon any termination of this Agreement, all Your rights under this Agreement immediately terminate, any Certification You hold will immediately become invalid, You must immediately cease holding Yourself out as holding any CPS Certification, and You must immediately cease all use of the Marks. If CPS terminates this Agreement at its convenience under Section 5.b.ii above, You will be entitled to a refund of Your Program fees. Sections 2, 3, 4, 5, 6, 7, 9, and 10 will survive the termination of this Agreement.
- Indemnification. You will defend, indemnify, and hold harmless CPS and CPS’s current and former employees, officers, directors, volunteers, and agents (“Indemnities”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to: (a) Your participation in the Program; (b) Your use of any Mark in violation with this Agreement; (c) any representations, warranties, or guarantees You make to third parties with respect to CPS or the Program; (d) any misrepresentation or embellishment by You of Your relationship with CPS; (e) any breach of this Agreement by You; or (f) a dispute between You and any third party, except to the extent any Claim arisings out of the gross negligence or intentional misconduct of any Indemnitee.
- Disclaimers. THE PROGRAM, ANY EDUCATIONAL MATERIALS, AND THE CERTIFICATIONS ARE PROVIDED “AS IS.” CPS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE QUALITY OF THE SERVICES PROVIDED UNDER THIS AGREEMENT. CPS DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CPS AND ITS EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS, OR AGENTS ARE NOT RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES (INCLUDING LOST PROFITS OR OTHER INDIRECT OR SPECIAL DAMAGES) ARISING IN CONNECTION WITH: (A) YOUR FAILURE TO ACHIEVE CPS CERTIFICATION OR OTHER INABILITY TO PARTICIPATE IN THE PROGRAM, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR (ii) OUR DISCONTINUATION OF ALL OR A PART OF THE PROGRAM; OR (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM. UNDER NO CIRCUMSTANCES WILL CPS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF CSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CSP’S LIABILITY FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE PROGRAM FEES PAID BY YOU TO CSP UNDER THIS AGREEMENT.
- Program Changes. CPS may, in its sole discretion, change this Agreement, the Program, and CPS applicable policies and procedures without notice. Such changes will be posted on the Program Website and may include, without limitation, adding additional types of certifications, modifying and increasing Certification Requirements, and discontinuity certifications. You are responsible for checking the Program Website regularly for changes. By continuing to participate in the Program, You agree to comply with the most current version of this Agreement, the Certification Requirements, and any applicable policies and procedures.
- Publicity. You will not misrepresent or embellish Your relationship with CPS (including by expressing or implying that CPS supports, sponsors, endorses, or contributes to You or Your business endeavors), or express or imply any relationship or affiliation between CPS and You or any other person or entity except as expressly permitted by this Agreement.
- Independent Contractor. You are an independent contractor and You are not an agent of CPS for any purpose. You do not have the authority to bind CPS. This Agreement does not be create a partnership, joint venture, agency, or employment relationship between You and CPS.
- Notice. CPS may provide any notice to You by: (a) posting a notice on the Program Website; or (b) sending a message to the email address CPS has on file for You. Notices CPS provides by posting on the Program Website will be effective upon posting and notices CPS provide by email will be effective upon when the email is sent. It is Your responsibility to keep Your email address on file with CPS current. To give CPS notice under this Agreement, You must contact CPS send written notice through a recognized overnight express service to the Center for Positive Sexuality, P.O. Box 1190, Burbank, CA 91507, Attn: Cert Program. CPS may update the address for notices to CPS by posting a notice on the Program Website SPPC Site. Notices to CPS will be effective upon delivery.
- General Provisions.
- Assignment. You may not assign or Your rights under this Agreement, without CPS’s prior written consent. Any assignment in violation of this Agreement is void.
- Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of California, without regard to its conflict of law rules. You consent to jurisdiction in California and agree that any action arising out of or relating to this Agreement may only be brought in the Los Angeles Superior Courts or in federal courts for the Central District of California.
- Severability. If any court with jurisdiction holds any provisions of the Agreement invalid or unenforceable, all the other provisions of the Agreement will be construed to remain fully valid, enforceable, and binding on the parties.
- Modification, Amendment, Waiver. No modification or amendment of any of the provisions of this Agreement shall be effective unless approved in writing by CPS. The failure of CPS to enforce any of the provisions of this Agreement will not be a waiver of such provisions and will not affect the right of CPS to thereafter enforce each and every provision of this Agreement.
- Entire Agreement. This Agreement supersede any and all agreements, either oral or in writing, between the parties and contains all the covenants and agreements between the parties with respect to the Program.
END OF AGREEMENT