1. Welcome! Welcome to the Jai Institute for Parenting. By logging in to this site or by accepting your certification from the Jai Institute for Parenting (your “Certification”), you (“You”) agree to be bound by these Terms and Conditions (the “Terms and Conditions”) and by the Jai Institute for Parenting Principles (the “Principles”), as each may be updated from time to time and available to view on the Jai Institute For Parenting official website. In consideration of the benefits conferred on you by your training and/or certification by, or your use of content provided by, Quantum Mindshift LLC d/b/a Jai Institute for Parenting (the “Company”, “Us,” “Our,” “We”), You are entering into a binding legal agreement (the “Agreement”) with the Company. You agree to comply with these Terms and Conditions, both (a) as You use the Company’s online resources, including without limitation our official website (if applicable), the Facebook Jai Tribe Closed Group Page, and any other Facebook group created by us in connection with the Trainings (as defined below) (such Facebook pages collectively, the “Facebook Group,” and all such online resources collectively, the “Jai Sites”), and (b) as You engage with clients as a parenting coach certified by the Company. You hereby represent and warrant that You have already participated in and completed the training modules provided online by the Company (the “Trainings”). You hereby further agree and acknowledge that this Agreement supersedes and replaces any and all prior agreements or understandings between You and the Company or any of its affiliates in relation to your Certification and the benefits conferred on you thereby, as further provided in Section 12 below.

  2. Updates and Changes. We may update these Terms and Conditions from time to time, and Your continued use of Your Certification and of the Jai Sites, if applicable, indicates your agreement to those changes. You agree to review regularly both the Principles and these Terms and Conditions, which will both be available on the Jai Institute for Parenting official website under “Principles” and “Certification Terms and Conditions,” respectively.

  3. Intellectual Property Rights. The parties to this Agreement understand and agree that all logos, references to Jai Institute for Parenting, and all information and content contained within the Trainings or in related materials provided in connection therewith (the “Training Content”) are intellectual property owned exclusively by the Company (the “Jai Intellectual Property”). In connection with your Certification, We grant You a limited, non-exclusive, non-assignable, non-transferrable, revocable license to make personal, non-commercial (except as expressly provided in Section 4 below) use of the Training Content, including Jai Intellectual Property (the “License”). This License shall remain in effect unless terminated by You or by Us in accordance with Section 8 hereof. In addition to the limitations provided herein, your use of the Training Content may be further limited by other agreements you may have with the Company. In the event of any discrepancy between the limitations of this Section 3 and those of any such other agreement, the most restrictive limitation shall apply.

    All Company trademarks, service marks, trade names, logos, domain names, and any other branding features of the Jai Institute for Parenting are the sole property of the Company. This Agreement does not grant You any rights to use the Jai Institute for Parenting trademarks, service marks, trade names, logos, domain names, or any other features of Our brand, whether for commercial or non-commercial use, with the exception of the graphic designation of Certification provided to You by the Company (the “Certification Seal”), if applicable, and except as expressly provided in Section 4 below.

    The Company grants no ownership rights to You of any nature whatsoever, whether in the United States or elsewhere, to any of the Jai Intellectual Property. Furthermore, except as expressly agreed by the Company in writing or as described in the Trainings, You shall not copy, alter, improve, modify, disassemble, reverse engineer, decompile, apply for a patent or copyright or international equivalent or any other intellectual property right of any nature whatsoever in any of the Jai Intellectual Property, or in any manner reproduce or distribute any materials wholly or partially containing or constituting Confidential Information (as defined in Section 5 below), or any other materials regarding the Trainings without the express prior written consent of an authorized representative of the Company with authority to bind the Company.

  4. Use of Jai Terminology and Concepts. As a parenting coach trained by Jai Institute for Parenting, you may use the terminology and concepts taught in our Trainings in your own coaching and training, provided (a) you are providing such coaching and training in your capacity as a Jai Institute for Parenting trained coach and (b) you give appropriate credit to the Jai Institute for Parenting as the originator of such terminology and concepts wherever and whenever they are used.

  5. Confidentiality. Except as expressly provided herein, you agree not to disclose to any third party or to use for Your business benefit any Jai Intellectual Property or other information of a proprietary or confidential nature, or any information concerning other participants’ intellectual property learned in the course of the Trainings, including but not limited to advertising materials, ideas, plans, techniques and products (collectively the “Confidential Information”). You agree to obtain written confidentiality agreements with the same limitations herein with all contractors, employees, agents, and others working on Your behalf to ensure the protection of the Confidential Information.

  6. Nonsolicitation and Nonacceptance. For as long as You continue to use your Certification or to access the Jai Sites, and for a period of three (3) years thereafter, You agree that You will not, directly or indirectly, on Your own behalf or in the service or on behalf of others, in any capacity solicit or accept the business of any client or program participant of the Company for (a) any parent coach training program, regardless of whether such program resembles any of the Company’s programs in any respect, or (b) any advanced business coaching, marketing training, or any related form of instruction. You acknowledge that this restriction on your activities is reasonable to protect the Company’s legitimate business interests and goodwill. You further acknowledge and agree that since the Company’s business operates online and internationally, this restriction is not limited by geographic scope.

  7. User Content. Users may post, upload and/or contribute (“post”) content to the Facebook Group, including pictures, text and video (“User Content”). You are solely responsible for any User Content posted by You and for any consequences thereof. You represent and warrant that You have the right to post any User Content posted by You, and that neither such User Content, nor its use by Us as contemplated by this Agreement: (a) violates this Agreement, applicable law, or the intellectual property or publicity rights of others; or (b) implies any affiliation, endorsement, approval or cooperation with You or Your User Content by Us. You grant Us a non-exclusive, transferable, perpetual, sub-licensable, royalty-free, worldwide license to use any User Content that You post on or in connection this Agreement.

    We reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to User Content that, in Our sole discretion, violates these Terms and Conditions. We may take these actions without prior notification to You. Removal or disabling of access to User Content shall be at Our sole discretion, and We do not promise to remove or disable access to any specific User Content.

    We are not responsible for User Content nor do We endorse any opinion contained in User Content. If You believe that any User Content infringes your intellectual property rights or the intellectual property rights of others, You agree to inform Us immediately. You further agree to notify Us immediately if You believe that any User Content does not comply with these Terms and Conditions or the Principles, or that rights under applicable law have been otherwise infringed by any User Content.

  8. Term and Termination. You will be bound by this Agreement until it is terminated by either party in accordance with this Section. We may terminate the Agreement or suspend your access to the Jai Sites at any time, for any reason or no reason, including but not limited to (i) in the event of Your actual or suspected unauthorized or inappropriate use of the Jai Sites or non-compliance with the Terms and Conditions or (ii) in order to grant an exclusive license to a third party in relation to your country or geographic region. You may terminate this Agreement upon thirty (30) days’ written notice, provided that immediately upon termination, you shall cease using your Certification in any manner, and shall remove the Certification Seal from your website and any of your other marketing or other materials in which it has appeared, and provided, further, that if either party terminates this Agreement, or if We suspend Your access to the Facebook Group, We shall have no liability or responsibility to You as a result of such termination or suspension, and We will not refund any amounts that You have already paid, to the fullest extent permitted under applicable law.

  9. No Guarantee of Specific Results. You are ultimately responsible for your own achievements and success. We cannot and do not guarantee any specific results, whether in relation to Your business or Your family, or to those of Your clients or anyone else served or trained by You, whether directly or indirectly, as a Jai Institute for Parenting trained coach.

  10. Warranty. We endeavor to provide the highest quality services, and You understand and agree that OUR SERVICES ARE PROVIDED “AS IS”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE OUR SERVICES AT YOUR OWN RISK. WE DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

    In addition, We do not warrant, endorse, guarantee or assume responsibility for any third party applications accessible as a result of your Certification (the “Third Party Applications”), Third Party Application content, User Content, or any other product or service advertised or offered by a third party on or through the Jai Sites or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that We are not responsible or liable for any transaction between you and third-party providers of Third Party Applications or products or services advertised on or through the Jai Sites. As with any purchase of a product or service through any medium or in any environment, You should use Your best judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by You from Us shall create any warranty on behalf of the Company in this regard. Some aspects of this Section may not apply in some jurisdictions.

  11. Limitation of Liability, Indemnification. You agree that, to the extent permitted by applicable law, Your sole and exclusive remedy for any problems or dissatisfaction with the benefits of your Certification, the Third Party Applications or the Third Party Application content is to terminate your Membership and stop using the Jai Sites.

    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ATTORNEYS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE TRAINING CONTENT, YOUR CERTIFICATION, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WE HAVE BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE TRAINING CONTENT, YOUR CERTIFICATION, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT MORE THAN THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE TRAININGS AND YOUR CERTIFICATION.

    Nothing in these Terms and Conditions removes or limits Our liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence. Some aspects of this Section may not apply in some jurisdictions.

    You agree to indemnify and hold harmless the Company and its affiliates from and against any and all claims, losses, and costs (including reasonable attorneys’ fees and costs), whether or not involving a third party claim, arising out of or in relation to (i) any breach of this Agreement, (ii) any violation of applicable law, or (iii) any infringement of the intellectual property rights of any third party, in each case whether or not caused by the Company or any of its affiliates and whether or not the claim has merit.

  12. Entire Agreement

    This Agreement constitutes our entire agreement with respect to its subject matter, and supersedes and replaces any and all prior agreements or understandings between You and the Company or any of its affiliates in relation to its subject matter, whether written or oral. Any additional or different terms or conditions in relation to your Certification in any written or oral communication between the parties are hereby void. You represent that You have not accepted these Terms and Conditions in reliance on any oral or written representations made by Us that are not contained in these Terms and Conditions. To the extent that there is any conflict between any Agreements, these Terms and Conditions shall control, except as otherwise provided herein.

    Occasionally We may offer You the chance to participate in sweepstakes, contests, and surveys (“Special Promotions”) in connection with your [Certification][Membership]. Special Promotions may be governed by terms and conditions that are separate from these Terms and Conditions. If the provisions of a Special Promotion’s terms and conditions conflict with these Terms, those separate terms and conditions shall prevail regarding the Special Promotion, only.

  13. Severability

    Should any provision of these Terms and Conditions be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms and Conditions, and the application of that provision shall be enforced to the extent permitted by law.

  14. Choice of Law, Mandatory Arbitration and Venue

    Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement is subject to the laws of the State of California, United States, without regard to conflicts of law principles. Further, the Parties agree to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California to resolve any dispute, claim or controversy arising in connection with this Agreement.

    In the United States, the following mandatory arbitration provisions also apply:

    The Parties agree that any dispute, claim or controversy arising out of or relating in any way to your Training or Certification or Your use of the Jai Sites, including under these Terms and Conditions and including any dispute, claim, or controversy involving the validity or infringement of Intellectual Property Rights, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that You and We are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of this Agreement and of Your Membership. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by these Terms and Conditions, and as administered by the AAA. The Parties agree that this Agreement involves interstate commerce and are subject to the Federal Arbitration Act.

    Nothing in this Section will be construed to preclude the right of either party to pursue injunctive or provisional relief at any time in any court of competent jurisdiction.

    THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration Section shall be null and void. The arbitrator may not award declaratory or injunctive relief.

    Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA's Consumer Rules with the remainder paid by Us.