FIRST MATTER COACHING CERTIFICATION PROGRAM Terms & Conditions
Last Updated: July 27, 2023
Section 1 – Introduction and Consent to Terms.
Welcome to First Matter LLC, a California limited liability company’s (referred to herein as “First Matter”, “we”, “us”, or “our”) Coaching Certification Program Terms & Conditions (herein the “Terms”).
All persons who are taking part in our Coaching Certification Program (each, a “Trainee”, or plural, “Trainees”, or “you”) are required to execute these Terms. These Terms must be agreed to prior to signing up for the Coaching Certification Program, and again prior to receiving a Coaching Certification (as defined below).
If you do not agree to these Terms, you will be unable to sign up for our Coaching Certification Program and will not be permitted to Coach the First Matter Formula (as defined below) or utilize our Program Materials (as defined below). By agreeing to these Terms, you agree that you have read these and understand the inclusions detailed herein.
We reserve the right to modify the contents of these Terms at any time. You agree that it is your responsibility to monitor changes to these Terms. Any significant modification to these Terms will be notated at the top of these Terms.
Section 2 – Eligibility and Term.
Access to and use of the Coaching Certification Program is not meant to be used by anyone under the age of eighteen (18) or who have not been approved for the Coaching Certification Program by First Matter.
To participate in the Coaching Certification Program and receive a Coaching Certification, you must comply with all requirements applicable to the Coaching Certification Program as provided by First Matter. This includes, without limitation, completion of all required Coaching Certification Program elements, such as watching all required videos, attending all required workshops, and participating in all required trainings.
The Coaching Certification lasts for a period of three (3) years from certification (herein, the “Coaching Term”). Upon the conclusion of the Coaching Term, Coaching Trainees will either (a) need to be re-certified; or (b) shall no longer be able to Coach the First Matter Formula.
The “First Matter Formula” means the complete market intelligence methodology developed by First Matter.
Section 3 – Certification.
The specific Coaching Certification Program requirements will be communicated to you in writing upon sign-up. The Coaching Certification Program requirements are subject to change in the sole discretion of First Matter, at any time, with or without notice. You agree that by signing up for the Coaching Certification Program that in order to receive a Coaching Certification, you will be required to complete all requirements, as initially communicated, and as amended from time to time.
To obtain and maintain a Coaching Certification, you must:
- Accept these Terms upon sign-up and prior to being certified (and recertification);
- Satisfy all certification (and recertification) requirements;
- Comply with the terms and conditions found in these Terms; and
- Comply with all additional requirements as required by First Matter.
If you complete the Coaching Certification Program and all required elements, you will receive a Coaching Certification certificate (a “Certificate”). Signature of your Certificate constitutes an additional acceptance of these Terms. Receipt and signature of a Certificate signifies your completion of the Coaching Certification Program and will permit you to Coach the First Matter Formula, in accordance with the terms and obligations outlined herein.
You are not authorized to Coach the First Matter Formula prior to your receipt and signature of a Certificate.
To the extent that new Coaching Certification requirements are added prior to or after your completion of the Coaching Certification Program, you will be allowed a certain timeframe, as communicated by First Matter, to comply with the additional requirements. Failure to comply with the additional requirements of the Coaching Certification Program shall be grounds for suspension of your Coaching Certification and the benefits outlined herein.
Section 4 - Coaching Certification Program Benefits.
The Coaching Certification enables Trainees to Coach the First Matter Formula to companies who are being Taught, or have been Taught, the First Matter Formula by First Matter or a person or organization who has been authorized by First Matter.
“Coach,” “Coaching,” or “Coached” means the support in helping a recipient apply previously Taught concepts to their business through discussion and the review of completed works.
"Teach,” “Teaching,” or “Taught” means the introduction, review, and instruction of new material to a recipient or a group of recipients through in-person, virtual, or pre-recorded means.
The Coaching Certification does not authorize the Trainee to: (1) Teach the First Matter Formula, or (2) Coach companies that have not been Taught or are not being Taught the First Matter Formula by First Matter or a person or organization authorized by First Matter.
By participating in the Coaching Certification Program, Trainees will gain access to those materials provided by First Matter and made part of the Certification Program, now or hereafter adopted by First Matter (the “Program Materials”). The Program Materials shall also include but is not limited to all content, creations, presentations, videos, writings, audio, and otherwise found in or in connection with the Coaching Certification Program.
Section 5 - First Matter Intellectual Property.
The contents of our Coaching Certification Program and any other content and materials provided to you by First Matter (the “Intellectual Property”), are protected by United States and international copyright laws. These materials and other content are owned exclusively by First Matter or licensed to us. You may not, and may not cause or encourage others to, reproduce, distribute, display, sell, transfer, assign, license or use for commercial purposes any Intellectual Property without our prior written consent. All rights not expressly granted in these Terms are reserved to First Matter.
First Matter and its name, logos, slogans, or otherwise are trademarks or service marks ("Marks") of First Matter. All rights in these Marks are reserved by First Matter. You may not use any First Matter-provided Marks or other logos or graphics, without our prior written consent.
Subject to, and expressly conditioned upon your compliance with the terms and conditions found in these Terms, as well as your continued compliance with these Terms, we grant you a limited, revocable, non-transferable, and non-exclusive license to access and make use of our Coaching Certification Program and the Program Materials solely in connection with these Terms.
You may not use or reproduce our Coaching Certification Program or the Program Materials in any manner except as expressly permitted herein. You may not create derivative works that are based on our Coaching Certification Program or the Program Materials. You agree that you will not use the Coaching Certification Program or the Program Materials in any manner that may take away from First Matter’s exclusive ownership of the Coaching Certification Program or the Program Materials.
Any unauthorized use by you of our content or materials, including the Intellectual Property and our Program Materials, will give us the right to terminate your access to our Coaching Certification Program and the Program Materials immediately.
Section 6 – Use of our Program Materials, Coaching Certification, and Confidentiality.
You are prohibited from using our Program Materials or Coaching Certification:
- for any unlawful purpose;
- to solicit others to perform or participate in any unlawful acts;
- to violate any international, federal, or state regulations, rules, laws, or local ordinances; or
- for any obscene or immoral purpose.
Further, you agree to keep the Program Materials, and anything provided to you by First Matter, as confidential, except as permitted by these Terms. You agree to treat the Program Materials as confidential, not to disclose such information to any third party except as stated in these Terms, and not to use the Program Materials, or anything provided by First Matter, for any purposes except as permitted by these Terms.
We reserve the right to terminate your use of our Program Materials or Coaching Certification for violating any of these use guidelines.
Section 7 – Your Content.
If you send submissions of any kind, with or without a request from us, including ideas, suggestions, or other materials related to our Coaching Certification Program or the Program Materials (“Submissions”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, and otherwise use in any medium any Submissions that you forward to us.
We are and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay compensation to you for any Submissions; or (3) to respond to any Submissions.
By you submitting Submissions to us, you hereby transfer and assign any claim to any rights that you may have had in those Submissions and do so with full acknowledgment of the same. You agree that your Submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right.
We take no responsibility and assume no liability for any Submissions submitted by you.
Section 8 – Additional Trainee Responsibilities.
You agree that you will:
- never do anything that could harm the reputation of First Matter;
- avoid misleading or deceitful practices;
- not make any representations, warranties, or guarantees to on behalf of First Matter to any third-parties;
- not promote, imply, or suggest any agency between you and First Mater, outside of taking or completing the Coaching Certification Program and being permitted to Coach the First Matter Formula to companies who are being Taught, or have been Taught, the First Matter Formula by First Matter or a person or organization who has been authorized by First Matter; and
- otherwise comply with all obligations outlined herein or as communicated to you from First Matter.
Section 9 – Our Relationship.
Please be aware that nothing in these Terms or otherwise shall create any form of agency relationship between a Trainee and First Matter, who, at all times, are independently contracting third-parties.
These Terms do not create an employer-employee relationship, partnership, joint venture, or other vicarious relationship.
You may not make any representation, warranty, or promise on First Matter’s behalf, all of which are expressly prohibited.
Section 10- General Disclaimer.
ALL INFORMATION PROVIDED TO YOU ON OR IN CONNECTION WITH THE PROGRAM MATERIALS OR THE COACHING CERTIFICATION PROGRAM IS PROVIDED TO YOU 'AS IS' AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FIRST MATTER AND OUR OWNERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES EXCLUDE ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
PLEASE NOTE THAT ADDITIONAL REQUIRED COACHING CERTIFICATION TRAININGS MAY BE ADDED AFTER SIGN-UP OF THE COACHING CERTIFICATION PROGRAM, IN THE SOLE DISCRETION OF FIRST MATTER. IF FIRST MATTER ADDS ADDITIONAL REQUIRED COACHING CERTIFICATION TRAININGS AFTER YOUR ENROLLMENT IN THE COACHING CERTIFICATION PROGRAM, THESE WILL BE REQUIREMENTS OF CERTIFICATION OR CONTINUING CERTIFICATION.
WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF USING ANY INFORMATION PROVIDED TO YOU ON OR IN CONNECTION WITH THE PROGRAM MATERIALS OR THE COACHING CERTIFICATION PROGRAM.
Section 11 – Limitation of Liability.
WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.
YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF THESE TERMS OR YOUR USE OF OUR CERTIFICATION PROGRAM MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.
Section 12 – Indemnification.
You agree to defend, indemnify, and hold First Matter, its agents, employees, directors, officers, owners, etc. harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any claim, action, or demand arising from (i) your misuse of the Coaching Certification Program or the Program Materials; (ii) your breach of these Terms; or (iii) your breach of applicable law.
Section 13 – General Provisions.
Entire Agreement. These Terms contains the entire agreement between you and First Matter concerning the matters set forth herein.
Waiver. The failure by First Matter to enforce any provision of these Terms shall not be construed as a waiver or limitation of our right to subsequently enforce and compel strict compliance with every provision of these Terms.
Assignment. You may not assign, pledge, delegate, or otherwise transfer any of your rights or obligations under these Terms without First Matter’s prior written consent.
Applicable Law/Dispute Resolution. These Terms shall be governed by the laws of the State of California.
Class Action Waiver. To the extent permitted by applicable law, you and First Matter agree that any dispute arising out of these Terms or the Coaching Certification Program or the Program Materials is personal to you and First Matter.
Severability. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If an arbitrator or panel of arbitrators finds that any provision of these Terms are invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
