PAIRS Provider Licensing Agreement General Terms and Conditions
SECTION IV: TERMS AND CONDITIONS
1. The term of this shall be from acceptance until September 30 of the year following the date of signing. The Agreement may be renewed for each additional year during which you continue to meet the terms of the Agreement.
2. The renewal process will continue (providing you continue to meet the requirements for licensing) unless either party gives written notice to the other party. The Foundation reserves the right to withdraw licensure at its sole discretion.
3. You may cancel a license at any time by providing written notice to the Foundation. The Foundation does not provide refunds of any licensing fees paid.
4. The Foundation reserves the right to revoke this license with 30 days written notice if the terms herein are violated. Except in the event of an egregious violation, prior to any termination taking effect, the Provider shall receive a written complaint from the Foundation stating the grounds for termination along with one or more specific actions the Provider may take to prevent termination.
5. During the term of this Agreement, you agree not to participate directly or indirectly in development and/or marketing of programs or program materials based in whole or in part upon the unique materials, concepts and/or sequenced processes contained within PAIRS curricula.
6. Upon termination of this Agreement, or at the request of the Foundation, you will immediately and completely discontinue all use of PAIRS’ trademarks and of all PAIRS materials and not participate for a period of two consecutive years, directly or indirectly, in development and/or marketing of courses or course materials based in whole or in part upon the unique materials, concepts, and/or sequenced concepts contained within PAIRS Curricula.
7. Upon termination of this Agreement, or at the request of the Foundation, you will not identify yourself as being or having been affiliated with PAIRS or Purpose Built Families Foundation.
8. Upon termination of this Agreement, it is agreed that:
a. All rights and privileges granted to you by this Agreement shall immediately terminate.
b. Indemnification obligations survive termination.
9. You will indemnify and hold Purpose Built Families Foundation harmless for any liability, and/or claims and damages of any kind, including reasonable attorney’s fees, made against it, its officers, directors and/or staff members involving your teaching of others, or use of PAIRS’ trademarks and materials. Who is allowed to participate in your PAIRS programs, how the course materials are presented, and how the emotions and responses elicited from participants are handled are at the discretion of you - the PAIRS Provider - and of the participant, and in no way reflect upon the Foundation.
10. You further release the Foundation, its officers, directors and/or staff members from any claims you may have arising from your participation in PAIRS training programs or delivery of PAIRS classes.
11. Notwithstanding anything to the contrary herein, this Agreement does not create a principal/agent relationship between the Foundation and any person or entity signing this Agreement, nor is anything in this Agreement to be construed as creating a partnership or subsidiary relationship between you, PAIRS Foundation, or Purpose Built Families Foundation.
12. Failure by the Foundation to exercise any right granted it by this Agreement, or to otherwise waive or condone any delay or failure on your part to comply with any of the terms or conditions of this Agreement shall not constitute a waiver of the Foundation’s right to terminate this Agreement or any other rights of the Foundation granted herein.
13. This Agreement shall be governed by the internal laws of the State of Florida, as applied to agreements entered into and to be performed entirely within Florida between Florida residents. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License shall continue in full force and effect.
14. This license may not be assigned, sublicensed or transferred to anyone, nor may the specific rights granted herein be assigned by you to another person or entity. No person who has not been licensed by the Foundation may act as program facilitator, coach, or consultant other than as a limited helper fully under the responsible supervision of a current PAIRS licensee.
15. This License constitutes the entire agreement between the parties with respect to the use of PAIRS’ trademarks and materials, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless documented in writing and signed by a duly authorized representative of the Foundation.
