By proceeding with the application for the D5 Certified Instructor program, you acknowledge and agree to the following terms. Please read them carefully before continuing.
This Agreement is entered into by and between Dimension 5 PTE. LTD. (hereinafter “D5”) and the applicant (hereinafter “Instructor”). The Instructor agrees to abide by all terms of this Agreement and the D5 Privacy Policy and any applicable D5 Terms of Service, as may be updated from time to time.
1.1 “Certified Instructor Program” means the program established by D5 to recognize qualified professionals who are authorized to provide training, workshops, and promotional activities specifically related to D5’s software and services.
1.2 “D5 Materials” means D5’s proprietary software, documentation, branding assets, demo files, technical data, D5 Pro Licenses/Redemption Codes, and any other proprietary materials provided by D5, including any updates, improvements, or modifications thereto.
1.3 “Instructor Materials” means original training content, presentations, courseware, and related educational materials created solely by the Instructor. For avoidance of doubt, Instructor Materials do not include D5 Materials or any derivative of D5’s proprietary content unless expressly authorized in writing.
2.1 Permitted Usage: Instructor may use D5’s trademarks, logos, and brand assets solely to promote authorized D5 courses, workshops, and related events, and only in strict compliance with D5’s Brand Guidelines (and any updates thereof), which are incorporated herein by reference.
2.2 Prior Review: Instructor must submit any proposed major or substantial use of D5’s branding or marketing copy or any use that deviates from previously approved materials for review and written approval by D5 prior to public dissemination. D5 reserves the right to request changes or withdrawal of any materials, even after initial approval.
2.3 Prohibited Uses: Includes altering or creating derivative logos, using D5 branding to imply endorsement of non-D5 products, or any use that damages D5’s reputation. Instructor shall not present themselves as an employee, agent, or legal representative of D5. Instructor shall not register any domain names, social media handles, or business names that include "D5" or confusingly similar terms without D5's prior written consent.
3.1 Instructor Materials License: Instructor retains copyright ownership of Instructor Materials, subject to granting D5 a non-exclusive, irrevocable, perpetual, worldwide, fully paid, royalty-free license to use, reproduce, display, sublicense, distribute, and create derivative works of such Instructor Materials for internal training, quality assurance, educational, and promotional purposes (including Portfolio Spotlight and social media features) related to D5 products and services and for D5’s commercial exploitation of the D5 products and services. D5 shall not be obligated to provide any attribution to the Instructor for such use.
3.2 Instructor Warranties: Instructor warrants and represents that the Instructor Materials and all submitted work are original and that their use by D5 will not infringe the intellectual property rights or other rights of any third party.
3.3 D5 Intellectual Property: D5 Materials, including all intellectual property rights therein, remain the sole and exclusive property of D5. No rights or licenses are granted to the Instructor except as expressly set forth in this Agreement.
3.4 Publicity and Name Use Grant: Instructor grants D5 a non-exclusive, worldwide, royalty-free license to use Instructor’s name, likeness, bio, course descriptions, and provided contact details for the purpose of promoting the Instructor and the Certified Instructor Program (e.g., listing on the D5 Certified Instructor page, co-marketing, and social promotion). This grant survives termination of this Agreement.
4.1 General Requirements: Instructor warrants that all materials featured on D5 platforms or bearing D5 branding shall comply with all applicable local and international laws, regulations, ethical standards, and D5’s Terms of Service and Privacy Policy.
4.2 Prohibited Content: Includes unauthorized, pirated, or counterfeit software, content violating privacy or IP rights, or politically/religiously sensitive content unrelated to the subject matter.
4.3 License Code Management (Critical): The D5 Pro Licenses/Redemption Codes provided to the Instructor are exclusively for the Instructor’s registered students in the specified course batches and are for non-transferable, temporary access only. Instructor shall ensure the security, integrity, and proper distribution of these codes and shall not sell, misuse, or distribute them outside the Certified Instructor Program’s stated purpose. Mismanagement or misuse of license codes constitutes a material breach of this Agreement. Upon D5’s reasonable request, Instructor shall provide anonymized distribution records or verification that codes were issued to legitimate students within seven (7) calendar days.
5.1 Mandatory Conspicuous Disclosure (Crucial for Affiliate/Paid Risk Mitigation): When publishing D5-related content, especially when promoting courses using affiliate links or in connection with paid collaborations, Instructor shall:
Include the official hashtag #D5Render prominently.
Clearly and conspicuously disclose the commercial nature of the post (e.g., using #ad, #sponsored, #affiliate) in compliance with all relevant consumer protection, advertising, and trade practice laws (such as FTC guidelines). D5 may provide specific required disclosure language which the Instructor must use.
Avoid making false, misleading, or exaggerated claims, guarantees, or warranties regarding D5 products.
6.1 Right of Review: D5 reserves the unconditional right to review and audit all Instructor Materials and courses referencing D5.
6.2 Modification Request: D5 may request modifications to Instructor Materials to ensure compliance with D5’s technical, aesthetic, and quality standards.
6.3 Removal/Prohibition: D5 may remove or prohibit the distribution of any materials or courses that D5, in its sole discretion, determines to be non-compliant with this Agreement or detrimental to D5’s brand or business interests.
7.1 Term: This Agreement shall remain in force as long as the Instructor holds Certified status.
7.2 Termination for Breach: Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party in case of a material breach that remains uncured after such period.
7.3 Immediate Termination: D5 may terminate this Agreement immediately upon written notice in the event of:
Infringement or misuse of D5’s Intellectual Property or D5 Pro Licenses/Redemption Codes (See 4.3);
Instructor misconduct or any act harmful to D5’s reputation or business interests;
A breach of Section 11 (Export Control and Sanctions) or Section 8 (Confidentiality and Data Privacy).
Failure to maintain active engagement status as reasonably determined by D5 (See Section 8 - Ongoing Engagement in the Guide) or failure to comply with any reasonable performance metrics established by D5.
7.4 Post-Termination Obligations: Upon termination:
Instructor shall cease using D5 trademarks and branding and destroy or return all D5 Materials and Confidential Information.
Unused license codes shall be returned or invalidated.
D5 may continue using previously authorized publicity materials for a reasonable period, and D5’s use of the Instructor Materials under the license granted in 3.1 shall survive in perpetuity.
8.1 Confidential Information: Instructor agrees to maintain strict confidentiality and not disclose, use, or copy any confidential information received from D5 (including, but not limited to, beta feature details or non-public business strategies).
8.2 Personal Data and Lead Sharing Compliance: Instructor acknowledges that D5 may share event attendee leads or other personal data ("Shared Data"). Instructor warrants that all Shared Data will be handled strictly in accordance with D5's Privacy Policy (https://www.d5render.com/privacy-policy), all applicable data protection laws (e.g., GDPR, CCPA), and only for the purpose of promoting the Instructor's authorized D5 courses and for no other commercial or personal purpose. Instructor must implement appropriate security measures to protect the Shared Data from unauthorized access or disclosure. Instructor shall not export Shared Data to unapproved tools or third parties. Instructor must delete Shared Data after the course ends or upon D5 request (whichever is earlier). Instructor must notify D5 of any suspected data incident without undue delay (and in no event later than twenty-four (24) hours after discovery).
8.3 Survival: Confidentiality and data privacy obligations survive termination.
9.1 Disclaimer: D5 PROVIDES THE CERTIFIED INSTRUCTOR PROGRAM “AS IS.” D5 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
9.2 Exclusion of Damages: D5 shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages.
9.3 Liability Cap: D5’s aggregate liability shall not exceed the total fees, commissions, or payments (if any) paid by D5 to the Instructor under this Agreement in the preceding twelve (12) months.
10.1 Instructor Obligation: Instructor agrees to indemnify, defend, and hold harmless D5, its affiliates, directors, officers, and employees from any claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from:
Any breach of this Agreement by the Instructor;
Any third-party claim alleging that the Instructor Materials or submitted work violate the rights of any third party (including IP, privacy, or publicity rights);
Instructor’s misuse of D5’s branding or intellectual property;
Instructor’s misuse, unauthorized disclosure, or negligent handling of Shared Data (Section 8.2) or D5 Pro Licenses/Redemption Codes (Section 4.3).
D5 shall promptly notify Instructor of any such claim and allow Instructor reasonable opportunity to participate in the defense.
11.1 Independent Contractor: The Parties confirm that the Instructor is an independent contractor, and this Agreement does not constitute or create any form of partnership, joint venture, agency, or employment relationship. The Instructor has no authority to assume or create any obligation or liability on behalf of D5.
11.2 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator.
