Trust Edge Leadership Institute’s Philosophy of Ethics

We believe… 

• The only way to lasting success of any kind is to build authentic trust 
• A thriving culture fosters mutually extended and earned trust; each person shapes the culture around them through their words and actions 
• Ethical choices and making good decisions in our work builds trust in each other and with our clients 

Our mission…

• To develop trusted leaders and organizations.

We hold to the following values… 

• Excellence of service 
• Integrity of actions 
• Love of others 
• Celebration of opportunity 
• Trustworthiness in everything 

We at Trust Edge Leadership Institute pledge to serve and equip coaches with Trust Edge resources to build a high trust culture in their organization and/or coaching business 

Your Commitment: 

• Honor Trust Edge Intellectual Property according to the Terms of Use and License Agreement
• Represent the Trust Edge brand by striving to live up to the 8 Pillars of Trust 
• Act with utmost integrity, professionalism, respect, honesty, and trust 
• Commit to uncompromised integrity to uphold Trust Edge’s reputation and trust (confidentiality and proper use of materials)
• Be transparent about motives, learn from mistakes, and ask for help when faced with a difficult situation 
• Build and manage your role and/or business in an ethical manner, guarding against decisions and behaviors that may cause harm to self or others 

SUMMARY OF TERMS OF USE

To retain a valid license, a Trust Edge Certified Coach will:

• Represent Trust Edge Leadership Institute’s brand and content quality with integrity and accuracy
• Maintain timely and honest payment for all goods and services with Trust Edge Leadership Institute
• Give proper credit to Trust Edge Leadership Institute and/or David Horsager for all verbal, printed and digital content give credit
• Use digital content solely for individual use and not share log in access to Coaching Portal with other individuals, teams, or organizations.

Please carefully review the entirety of the document below:

TRUST EDGE CERTIFIED COACH

TERMS OF USE

            THIS TRUST EDGE CERTIFIED COACH Terms of Use (“Agreement”) is made effective upon receipt of payment and signature of this Agreement (“Effective Date”), between Horsager Leadership Inc. dba Trust Edge Leadership Institute (“TRUST EDGE”), a Minnesota corporation, having principal offices at 4801 Hwy 61 N, Suite 205, White Bear Lake, MN 55110 and TRUST EDGE CERTIFIED COACH, having principal offices at _________________ ___________________________________________________(“Licensee”). TRUST EDGE and Licensee are sometimes referred herein collectively to “Parties” or singularly as a “Party.”

WHEREAS, Licensee wishes to become a TRUST EDGE Certified Coach and obtain a license to utilize TRUST EDGE’s proprietary materials in Licensee’s coaching services(“Curriculum”) via TRUST EDGE’s coaching web portal, and TRUST EDGE is willing to grant the foregoing license to Licensee on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the above premises and the mutual promises and covenants contained below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TRUST EDGE and Licensee agree as follows:

1. NON-EXCLUSIVE LICENSE. Upon the terms and conditions set forth in this Agreement, TRUST EDGE hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive limited license to present TRUST EDGE’s Curriculum in Licensee’s coaching services to others. TRUST EDGE reserves all other rights in and to the Curriculum, which are not expressly granted to Licensee in this Agreement.

• TERM / RENEWAL. This Agreement shall commence upon receipt of applicable fees as set forth in payment submission upon application and, unless otherwise terminated as provided herein, shall remain in effect as long as monthly or annual payment is received by TRUST EDGE. So long as Licensee is in full compliance with this Agreement, Licensee will continually receive access to the TRUST EDGE’s Coaching Curriculum and platform.

• CERTIFICATION. Prior to providing any coach services utilizing the Curriculum, Licensee shall have completed the following:      
• Completed (live or virtual) TRUST EDGE certification that is approved by TRUST EDGE and was given an approved certificate of completion;

• Been observed and approved by a TRUST EDGE team member or Senior Trust Edge Consultant;

• Received a satisfactory report from the certification observer; and

• Paid all applicable fees as set forth in payment submission upon application.

• DUTIES OF LICENSEE. Licensee shall:
• Diligently utilize the Curriculum with Licensee’s participants; provided that, all marketing and promotional materials, participant and/or client contracts and workshop handouts shall give proper attribution to Trust Edge Leadership Institute.

• Conduct all coaching services utilizing the Curriculum to the best of Licensee’s ability, in a professional and ethical manner, and consistent with TRUST EDGE’s coaching pledge, without alteration to the Curriculum other than segmentation for specific uses and application, except as preapproved in writing by TRUST EDGE in each instance;

• Protect the TRUST EDGE brands, including without limitation TRUST EDGE’s trademarks, as well as the Curriculum materials and other intellectual property provided to Licensee by TRUST EDGE pursuant to this Agreement by using them only in the manner prescribed by TRUST EDGE; and

• Always comply with all applicable laws and regulations, as well as governmental rules, policies and guidelines when utilizing the Curriculum pursuant to this Agreement.

5.         OWNERSHIP AND RESTRICTIONS. TRUST EDGE shall continue to wholly own all copyrights, trademarks and other proprietary rights in and to the Curriculum. Further, Licensee hereby agrees that all Licensee-generated material that incorporates or otherwise includes the Curriculum, the TRUST EDGE brands, trademark and name, including without limitation client case studies, are works made for hire within the meaning of the United States Copyright Act of 1976, 17 U.S.C. § 101 et seq., as amended from time to time, and shall be owned in their entirety exclusively by TRUST EDGE.  Licensee agrees to execute or cause to be executed by any of its employees who participate in the creation of any such material any additional documents proposed by TRUST EDGE to effectuate and confirm TRUST EDGE’s sole and exclusive ownership of all copyrights, trademarks and other proprietary rights in and to such material, and Licensee irrevocably appoints TRUST EDGE as its attorney-in-fact to execute any and all such documents if Licensee fails to return executed copies of such documents to TRUST EDGE within thirty (30) days following submission. If a determination is ever made that any such material does not qualify as a “work made for hire,” then such material and all rights therein, including all copyrights and renewals and extensions thereof, are hereby deemed to be and are irrevocably assigned and transferred to TRUST EDGE in perpetuity.

Licensee warrants and covenants that Licensee will not:

• Remove or modify any Curriculum or any notice of TRUST EDGE’s proprietary rights, including without limitation logos and copyright and trademark notices;

• Assign or transfer this Agreement or attempt to give an interest in the Curriculum to any individual or entity, except as expressly provided in this Agreement;

• Create new products or programs that are derived from the Curriculum;

• Engage in any practices that may be detrimental to TRUST EDGE or to the Curriculum;

• Use any of TRUST EDGE’s trademarks or name in any manner likely to cause confusion therewith in any portion of Licensee’s own products, services, trade names or trademarks;
• Promote the Curriculum in any way that implies that such is Licensee’s own proprietary products. Licensee acknowledges and agrees that all promotional materials used in conjunction with the TRUST EDGE Curriculum must represent the mission and values of TRUST EDGE;

• Share Licensee’s log-in user identification, password or other credentials for accessing TRUST EDGE’s coach web portal with any third party or any of Licensee’s personnel who are not certified or licensed by TRUST EDGE.

• GOOD WILL.  Licensee recognizes the great value of the publicity and good will associated with the Curriculum and acknowledges:  (a) such good will is exclusively that of TRUST EDGE; and (b) that the Curriculum is distinctive as TRUST EDGE’s content in the mind of consumers.  Licensee further recognizes and acknowledges that a breach by Licensee of any of its covenants, agreements or undertakings hereunder will cause TRUST EDGE irreparable damage, which cannot be readily remedied in damages in an action at law, and may, in addition thereto, constitute an infringement of TRUST EDGE’s copyrights, trademarks and/or other proprietary rights in and to the Curriculum, thereby entitling TRUST EDGE to equitable remedies and costs, including, without limitation, injunctive relief and reasonable attorneys’ fees.

• LICENSE FEE. Licensee shall pay TRUST EDGE the applicable fees as set forth in payment submission upon application, which fees shall be memorialized in writing and attached hereto, whereupon such attachment shall be deemed fully incorporated herein for all purposes.

• AUDIT.  If TRUST EDGE has reason to believe Licensee has violated Licensee’s duties and restrictions set forth in Sections 4, 5 and/or 6 above, TRUST EDGE may audit Licensee’s use and distribution of the Curriculum. Upon thirty (30) days’ advance written notice from TRUST EDGE, Licensee agrees to fully cooperate with the audit and provide TRUST EDGE with reasonable assistance and access to pertinent information. In order that the foregoing may be feasible, Licensee agrees to keep, maintain and preserve accurate records and accounts covering all transactions relating to Licensee’s use of the Curriculum and TRUST EDGE’s brand indicia. The exercise by TRUST EDGE, in whole or in part, at any time of the right to audit records and accounts or of any other right herein granted, shall be without prejudice to any rights or remedies of TRUST EDGE.

9.         INDEPENDENT CONTRACTORS. The Parties shall act solely as independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between TRUST EDGE and Licensee. Neither Party shall have any right or authority to, nor shall either Party attempt to enter any contract, commitment or agreement, or to incur any debt or liability of any nature, in the name, or on behalf, of the other Party.

            10.       CONFIDENTIALITY. During performing the Services, the Parties will have access to certain proprietary information, intellectual property and/or trade secrets of each other (collectively, the “Confidential Information”). The Parties agree that the terms of this Agreement are part of the Confidential Information. Neither Party may, either during or after the Term of this Agreement, use, disclose or otherwise permit any person or entity access to any of the Confidential Information of the other Party, except as required or anticipated in the performance of their obligations hereunder. The Parties each understand that they are not allowed to sell, license or otherwise exploit any products or services that embody in whole or in part any Confidential Information of the other Party, except as set forth hereunder.

            11.       NO GUARANTEES. While TRUST EDGE will exert best efforts in its provision of coach certification training hereunder, Licensee acknowledges and agrees that Licensee’s ultimate success depends upon Licensee’s personal efforts, motivation, commitment and follow-through. TRUST EDGE cannot predict and does not guarantee that Licensee will attain a particular result (financial or otherwise), and Licensee acknowledges and agrees that results differ for everyone, depending upon his or her unique background, dedication, desire, motivation, actions and numerous other factors. Therefore, Licensee agrees that there are no guarantees as to the specific outcome or results following Licensee’s certification hereunder.

            12.       TERMINATION.

                        (a)        TRUST EDGE’s Immediate Right of Termination. TRUST EDGE shall have the right to immediately terminate this Agreement on written notice if Licensee violates any of Section 4, 5, 6, 7 or 10 of this Agreement.

                        (b)       Right to Terminate on Notice.  TRUST EDGE may terminate this Agreement effective on thirty (30) days’ prior written notice to Licensee under any of the following circumstances, provided that during the thirty (30) day notice period, Licensee fails to cure the default to the reasonable satisfaction of TRUST EDGE:

                                 (i)            Licensee makes any assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent or shall have any receiver or trustee in bankruptcy or insolvency appointed for its business or property; or

                                (ii)            In the event that Licensee commits a material breach of any other provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from TRUST EDGE.

            13.       EFFECT OF TERMINATION. Upon termination of this Agreement, if any, Licensee shall:

• Immediately cease marketing and presentation of the Curriculum;

• Immediately cease use of the TRUST EDGE’s trademarks and name;

• Immediately cease representing himself/herself as a “Trust Edge Certified Coach

• Destroy and/or delete from Licensee’s digital and printed files all Curriculum materials; and

• Promptly ship back all TRUST EDGE  Curriculum and materials to TRUST EDGE’s office.

            14.       INDEMNIFICATION.

                        (a)        Each Party assumes liability for, and shall indemnify, defend, protect, save and hold the other harmless from and against all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, damages and expenses (including reasonable legal fees and expenses) of whatsoever kind or nature arising out of any breach or alleged breach by such Party of any of its/his warranties, representations, covenants or obligations made pursuant to this Agreement.

                        (b)       To seek or receive indemnification hereunder:

• The Party seeking indemnification must have promptly notified the other of any claim or litigation of which it is aware to which the indemnification relates;

                                    (ii)        The indemnifying Party must have afforded the other the opportunity to approve any compromise, settlement, litigation or other resolution or disposition of such claim or litigation; provided, that if such other Party fails reasonably to approve any such compromise, settlement, litigation or other resolution or disposition of such claim or litigation, such other Party shall be obligated to defend any such claim or litigation for the benefit of the Party seeking indemnification; and

• The Party seeking indemnification must cooperate fully with the other in connection with defending such claim.

            15.       LIMITATION OF LIABILITY. Notwithstanding Section 14 above, Licensee acknowledges and agrees that, except to the extent of TRUST EDGE’s gross negligence or willful misconduct, TRUST EDGE’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY LICENSEE TO TRUST EDGE HEREUNDER. IN NO EVENT SHALL TRUST EDGE BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO THE LOSS OF GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF ANTICIPATED PROFITS, OR ANY DAMAGES RESULTING FROM LOSS OF USE, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH TRUST EDGE’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH, ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, SERVICING, USE OR PERFORMANCE OF ANY SERVICES PROVIDED HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. FURTHER,  TRUST EDGE WILL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT UTILIZE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO ENSURE ACCESS TO THE TRUST EDGE WEB PORTAL.   NOTWITHSTANDING THE FOREGOING, LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ACCESS TO THE WEB PORTAL MAY BE AFFECTED BY LOCAL MARKET TELECOMMUNICATION NETWORK ACTIVITY, CAPACITY AND COMPATIBILITY WITH THIRD-PARTY COMMUNICATION EQUIPMENT, INTERNET ACCESS SOFTWARE AND BROWSERS. TRUST EDGE HEREBY DISCLAIMS AND LICENSEE HEREBY WAIVES ANY AND ALL TRUST EDGE RESPONSIBILITY FOR ANY DEFECT OR SERVICE INTERRUPTION IN CONNECTION WITH LOCAL MARKET TELECOMMUNICATION NETWORK ACTIVITY, CAPACITY AND COMPATIBILITY WITH THIRD PARTY COMMUNICATION EQUIPMENT, INTERNET ACCESS SOFTWARE AND BROWSERS.

16.       NOTICES. Any notice hereunder shall be in writing and shall be effective upon delivery personally or by courier or five (5) business days following deposit in the U.S. mail, postage prepaid, registered or certified, and addressed as set forth in the opening paragraph of this Agreement.

17.       ASSIGNMENT AND SUBCONTRACTING. Licensee shall not assign any right or interest under this Agreement or delegate or subcontract any work or other obligation to be performed or owed under this Agreement without the prior written consent of TRUST EDGE.

18.       WAIVER. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition, nor will any waiver of any default under this Agreement be construed as a waiver of any subsequent default.

19.       SURVIVAL OF PROVISIONS. The warranties, representations and indemnification obligations of the Parties shall survive the termination of this Agreement.

20.       SEVERABILITY.  If any provision of this Agreement, or any portion thereof, is found to be invalid or unenforceable, such determination shall not affect the validity or enforcement of any other provision, or any other valid sub-provisions, of this Agreement.

21.       FORCE MAJEURE. Neither Party will be liable for any failure to perform its obligations under this Agreement because of circumstances beyond the reasonable control of the applicable Party, which such circumstances may include natural disaster, terrorism, riot, sabotage, labor disputes, epidemic communicable diseases, war, any acts or omissions of any government or governmental authority.

22.       GOVERNING LAW; VENUE. THIS AGREEMENT AND THE LEGAL RELATIONSHIP BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH MINNESOTA LAW. THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR A BREACH HEREOF, WHICH CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES, SHALL BE LITIGATED ONLY IN THE APPROPRIATE COURTS OF RAMSEY COUNTY, MINNESOTA.

23.       ENTIRE AGREEMENT. This Agreement contains the entire understanding between the Parties, and all prior or contemporaneous promises, representations, agreements or understandings are expressly merged herein and superseded hereby. This Agreement shall not be modified, altered, amended or revoked except as set forth herein and in writing, duly executed by both Parties.

IN WITNESS, WHEREOF, TRUST EDGE and Licensee have executed this Agreement effective upon TRUST EDGE’s receipt of applicable fees as set forth in the payment submission upon application.

By checking the box on the previous page, you agree to the pledge and the terms and conditions.