Terms & Conditions

Last Updated: Jan 4, 2025

 

1. INTRODUCTION

This Terms & Conditions Agreement (“Agreement”) is a legally binding contract between Jaxon Learning LLC (“Jaxon Learning,” “we,” “our,” or “us”) and you, whether acting personally or on behalf of an organization (“you” or “Client”).

This Agreement governs your access to and use of jaxonlearning.com (“Website”) and any related forms, scheduling tools, or payment portals operated by Jaxon Learning LLC.

By accessing the Website, submitting information, booking a call, or purchasing services through an invoice or third-party payment processor such as Stripe, you agree to be bound by these Terms.

If you engage Jaxon Learning for paid services, the specific written proposal, service agreement, or checkout confirmation governing that engagement controls. In the event of a conflict, the service agreement takes precedence over these Terms.

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2. USE OF WEBSITE

The Website is provided for informational and marketing purposes only.

Use of the Website does not create a client, employment, partnership, or fiduciary relationship with Jaxon Learning LLC.

You agree not to use the Website for unlawful purposes, to interfere with its operation, or to attempt unauthorized access to systems or data.

We reserve the right to restrict or terminate access to the Website at our discretion.

 

3. SERVICES AND OFFERINGS

Jaxon Learning LLC provides productized, fixed-scope professional services, including but not limited to:

• Foundations Training Sprint System

• Performance Alignment System (PAS)

All services are delivered as defined, time-bound engagements (“Sprints”) with clearly stated scope, timelines, and pricing.

Jaxon Learning does not provide open-ended consulting, staff augmentation, or ongoing operational support unless explicitly stated in a separate written agreement.

 

4. NO EMPLOYMENT OR STAFF AUGMENTATION

Jaxon Learning LLC acts solely as an independent contractor.

Nothing in this Agreement or any engagement creates an employment relationship, joint venture, partnership, or agency relationship.

Jaxon Learning does not act as an employee, manager, or internal operator of Client’s business, and does not assume responsibility for ongoing business operations, performance management, or internal execution beyond the defined Sprint scope.

 

5. INTELLECTUAL PROPERTY

All frameworks, methodologies, processes, systems, templates, visuals, and proprietary materials used or displayed by Jaxon Learning LLC, including the Foundations Training Sprint System and Performance Alignment System, remain the intellectual property of Jaxon Learning LLC.

Client may not copy, reverse engineer, resell, sublicense, or redistribute these systems without written permission.

Third-party tools or platforms used in delivery remain subject to their respective license terms.

 

6. OWNERSHIP OF DELIVERABLES

Upon full payment:

• Client owns the finalized, published deliverables produced during the Sprint, such as completed courses, videos, PDFs, or toolkits.

• Jaxon Learning LLC retains ownership of all source, editable, or project files, including design files, scripts, authoring files, prompts, or configurations.

Client receives a perpetual, non-exclusive, non-transferable license to use deliverables internally within their organization.

Resale, redistribution, sublicensing, or public posting is prohibited without written consent.

Requests for editable files, future updates, or modifications require a new agreement and additional fees.

 

7. CLIENT RESPONSIBILITIES AND SME DEPENDENCY

Client agrees to:

• Provide timely access to subject matter experts (SMEs)

• Supply required content, feedback, and approvals by agreed deadlines

• Ensure stakeholders are available as outlined in the project plan

Jaxon Learning’s timelines are dependent on Client participation.

If Client inputs, SME reviews, or approvals are delayed:

• Project timelines will shift, not compress

• Work may pause until inputs are received

• Implementation resumes at Jaxon Learning’s next available working window

If delays extend the project beyond the original Sprint period, monthly continuation or extension fees apply as outlined in the service agreement.

 

8. PHASE 0 AND CREDIT TERMS

Phase 0 engagements are standalone diagnostic and alignment services unless otherwise stated in writing.

If a Phase 0 fee is credited toward a subsequent Sprint, the credit terms and conditions will be explicitly stated in the applicable proposal or checkout confirmation.

Absent written confirmation, Phase 0 fees are non-refundable and non-transferable.

 

9. LMS, PLATFORMS, AND DATA LIMITATIONS

Client is responsible for selecting, licensing, and maintaining any learning management systems, platforms, or internal tools used for deployment.

Jaxon Learning LLC:

• Does not host, administer, or manage LMS platforms

• Is not responsible for platform limitations, reporting constraints, or data accuracy

• Cannot guarantee availability of metrics beyond what Client systems support

Measurement, reporting, and analytics depend on Client-approved tools and data access.

 

10. PAYMENTS, REFUNDS, AND CANCELLATIONS

A non-refundable deposit is required to secure a Sprint slot.

Payment schedules are defined in the service agreement or checkout confirmation.

Because services are custom and strategy-based, payments are non-refundable once work begins.

Refund requests prior to kickoff are reviewed at Jaxon Learning’s sole discretion.

Late or missed payments may result in suspension of work until balances are current.

 

11. CONFIDENTIALITY AND PORTFOLIO USE

Both parties agree to keep confidential all proprietary or sensitive information shared during engagement.

Jaxon Learning may reference anonymized work samples or generalized outcomes in marketing materials unless Client opts out in writing. Client identity will never be disclosed without written consent.

Confidentiality obligations survive termination of this Agreement.

 

12. PERFORMANCE AND RESULTS DISCLAIMER

All services are provided “as is.”

Any references to potential outcomes, time savings, or illustrative figures, including examples such as “$300K in SME time saved,” are estimates based on prior engagements and are not guarantees.

Actual results depend on Client participation, implementation, leadership support, and internal conditions.

 

13. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

Jaxon Learning LLC is not liable for indirect, incidental, consequential, or punitive damages, including lost profits or data.

Total liability shall not exceed the total fees paid for the specific Sprint giving rise to the claim.

 

14. INDEMNIFICATION

Client agrees to indemnify and hold harmless Jaxon Learning LLC from third-party claims arising from Client’s misuse of deliverables, violation of these Terms, or breach of applicable laws.

 

15. FORCE MAJEURE

Jaxon Learning is not liable for delays or failure caused by events beyond reasonable control, including illness, outages, natural disasters, labor disputes, or government actions.

Timelines may be extended proportionally.

 

16. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Texas.

Disputes will first be addressed through good-faith discussion.

If unresolved, disputes will be submitted to binding arbitration in Travis County, Texas, under the rules of the American Arbitration Association.

Either party may seek injunctive relief to protect intellectual property rights.

 

17. REVISIONS TO TERMS

Jaxon Learning may update these Terms at any time. Continued use constitutes acceptance of the revised Terms.

 

18. CONTACT INFORMATION

Jaxon Learning LLC
contact@jaxonlearning.com
Austin, Texas, USA
www.jaxonlearning.com