• Addendum: the program-specific terms below, or a signed schedule, describing scope, pricing, refunds and access for one type of program.
• Order: the checkout page, confirmation, invoice, proposal or statement of work stating the program, price, dates, payment schedule and number of seats.
• Our Methodology: our frameworks, curricula, courses, assessments, templates, prompts, tools, coaching models, certification content and learning designs, as updated over time.
• Client Materials: information, data and content Client gives us or enters into any tool during the Services.
• Client Outputs: policies, plans, documents and other work product Client creates while applying Our Methodology.
• AI Tools: third-party artificial intelligence products used in connection with the Services.
• Services: the programs and deliverables described in each Addendum and Order.

We provide the Services described in each Addendum and Order. If documents conflict, they apply in this order: (1) a signed Order or proposal, for price, dates, seats and scope; (2) the Addendum, for the program it covers; (3) this Agreement; (4) our Terms of Service. Scope changes require written agreement from both parties; email is enough.

Our Services are education, coaching and consulting. We do not provide legal, tax, accounting, regulatory or other professional advice, and we do not approve or take responsibility for Client's decisions or how Client uses any output.

Checkout purchases are due at purchase. Installment plans are a payment schedule for the full program fee, not a subscription; Client owes the full fee, subject only to the refund terms in the applicable Addendum.

Invoiced engagements are due within 30 days of the invoice date. Client must raise any dispute within 30 days of receiving the invoice and pay the undisputed portion on time. Balances unpaid after 60 days accrue interest at 1% per month or the highest lawful rate, whichever is lower, and we may pause Services until the account is current.

Taxes. Prices exclude taxes unless stated. Client pays applicable taxes and provides any exemption certificate before invoicing.

Refunds follow the applicable Addendum and our Fulfillment Policy. Before disputing a charge with a card issuer, Client agrees to contact us first at [email protected] so we can resolve it.

What we own. We keep all rights in Our Methodology and in anything we develop to improve it. Client receives no ownership of it.

What Client owns. Client owns its Client Materials and its Client Outputs. Owning a Client Output does not give Client rights in the underlying Methodology, templates or prompts.

License to Client. Once fees are paid, Client receives a limited, non-exclusive, non-transferable license to use our materials for its own internal purposes, for the term stated in the Addendum.

License to us. Client grants us a limited license to use Client Materials only to deliver the Services.

Restrictions. Client will not resell, sublicense, publicly distribute or white-label Our Methodology; use it to build competing programs; use our content to train, fine-tune or benchmark AI models; or share seats, logins or certifications without our written consent.

AI use of our content. Client will not upload our content to AI tools or use AI to create derivative works from it, except as our Copyright, Trademark & AI Use Policy permits. That policy is part of this Agreement.

Publicity. We will name Client or use its logo in our marketing only with Client's written permission (email is enough), which Client may withdraw at any time.

Each party may receive the other's non-public information, including business plans, pricing, employee and customer information, internal policies, AI use cases, and anything marked or reasonably understood as confidential ("Confidential Information"). Coaching conversations are Confidential Information.

The receiving party will use Confidential Information only to perform or receive the Services, share it only with people who need it and are bound by similar duties, and protect it with at least reasonable care.

These duties do not cover information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party without restriction. If law or court order requires disclosure, the receiving party will give prompt notice where permitted so the other party can seek protection.

On request, or when the engagement ends, the receiving party will return or securely destroy Confidential Information, except copies it must keep by law or that sit in routine backups. These duties last three years after the engagement ends, and indefinitely for trade secrets and personal data.

Each party will handle personal data lawfully and as described in our Privacy Policy. Each will promptly tell the other about any unauthorized access to personal data the other provided. For engagements involving employee or client personal data, we will sign a data processing agreement on request.

We record group sessions, including cohort sessions, workshops, webinars and office hours, so participants can review them and for quality and training purposes. By enrolling, Client consents to being recorded in group sessions. Participants may keep their camera off and use chat instead of speaking. We will not use a participant's image, voice or name in public marketing without separate written permission.

One-to-one coaching sessions are recorded only with the express consent of everyone on the call, given at the start of the session. No party may record any session without the consent of all participants.

Third-party tools. AI Tools are products of independent providers. We do not resell, license or operate them and are not responsible for their availability, accuracy, pricing or terms. Client is responsible for its own AI Tool accounts and costs.

Human in the loop. AI output can be inaccurate, incomplete or out of date. Client will apply qualified human review before relying on any AI-generated content, especially in employment, legal, compliance or customer-facing decisions. We do not review or approve Client's use of AI output.

Lawful use. Client will not use Our Methodology, AI Tools or AI output unlawfully, in breach of a platform's terms, or to build or train competing AI products.

We guarantee delivery of the Services described in the Addendum and Order, not any business, legal, compliance, career or financial outcome. Completing our programs does not establish regulatory compliance. Results depend on Client's own decisions, effort and circumstances.

We will perform the Services professionally and with reasonable skill and care. Except as stated in this Agreement, the Services are provided "as is," and we disclaim all other warranties, including merchantability and fitness for a particular purpose, to the extent the law allows.

To the extent the law allows, neither party is liable for indirect, incidental, consequential, special or punitive damages, including lost profits, revenue or data. Our total liability under this Agreement is limited to the fees Client paid us in the 12 months before the claim arose. These limits do not apply to a party's breach of confidentiality, its indemnity obligations, or liability that cannot be limited by law.

By Client. Client will defend and indemnify us against third-party claims arising from Client Materials, Client's use of any output, or Client's breach of this Agreement or the law.

By us. We will defend and indemnify Client against third-party claims that Our Methodology, as we provided it, infringes their intellectual property, except claims arising from Client Materials, Client's modifications, AI Tools or AI output, or combination with materials we did not provide.

The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

During an engagement with an organization and for 12 months after, neither party will actively solicit the other's employees or contractors who worked on the engagement. General job postings are not solicitation. This Section does not apply to individual learners.

This Agreement runs while any Addendum or Order is active. Either party may terminate an engagement if the other materially breaches and does not cure within 30 days of written notice. On termination, undisputed fees for Services delivered become due, subject to the refund terms of the applicable Addendum; Client's license to our materials ends except as the Addendum states; and Client keeps its Client Materials and Client Outputs.

Governing law. Florida law governs, except where mandatory consumer protection law of the Client's home jurisdiction applies.

Disputes. The parties will first try to resolve any dispute through good-faith discussion for 30 days after written notice. For individuals, disputes are then resolved as set out in Section 20 of our Terms of Service. For organizations, the state and federal courts in Palm Beach County, Florida have exclusive jurisdiction.

Other terms. Neither party may assign this Agreement without the other's consent, except that we may assign it in a merger or sale of our business. Neither party is liable for delays caused by events beyond its reasonable control, but that does not excuse payment. The parties are independent contractors. A waiver of one breach is not a waiver of any other. If any provision is unenforceable, the rest remain in effect. Sections 3 through 6, 11, 12 and 15 survive termination.

Changes. We may update this Agreement for future purchases by posting a new version with a new effective date. The version in effect when an Order is accepted governs that Order.

Entire agreement and notices. This Agreement, its Addenda and the Order are the entire agreement on their subject. Notices to us go to C. Douglas & Associates, Inc., P.O. Box 211835, West Palm Beach, FL 33421, with a copy to [email protected]. Notices to Client go to the address and email in the Order.