These Coaching Terms of Service (these “Terms”) govern the provision and receipt of the coaching services described at Quantuvos.com (the “Service” or “Services”). “Quantuvos” means Quantuvos, Inc., a Georgia corporation with a principal place of business at PO Box 419, Spring House Cove NE, Atlanta, GA. “Client” means the individual person indicating acceptance of these Terms or receiving the Services.

 

Note that these Terms automatically renew as described in Section 1. Please notify us at support@quantuvos.com if you would not like these Terms to renew.

 

IMPORTANT-READ CAREFULLY: BY ACCEPTING THESE TERMS OR RECEIVING THE SERVICES, CLIENT AGREES TO BE BOUND BY THESE TERMS. IF CLIENT DOES NOT AGREE TO THESE TERMS, CLIENT MUST NOT ACCESS OR USE THE SERVICES.

 

Client and Quantuvos agree as follows:

 

1. Term of Contract.   These Terms will become effective on the specified Effective Date, and will continue in effect unless terminated as provided elsewhere in these Terms.  Either party may terminate these Terms upon five (5) days written notice to the other party.

2. Engagement of Services.  Quantuvos shall use commercially reasonable efforts to provide the Services to Client during the Term.   

3. Compensation.  If Client has purchased Services that Quantuvos offers for a fee, Client shall pay Quantuvos the fees specified on the ordering page where Client signed up for the Services. Except for the initial coaching session as described on the ordering page,  Client must maintain a valid payment method on file with Quantuvos, and Client authorizes Quantuvos to charge against such payment method after the completion of each coaching session for which a fee is due.  Client must keep its payment method up to date. If the payment method Client provided reaches its expiration date, Client authorizes Quantuvos to continue billing that payment method and Client remains responsible for any uncollected amounts. All fees are nonrefundable and noncancelable. Client will not be permitted to schedule additional coaching sessions if it is not current on all fees, and all subscriptions benefits may also be suspended as applicable. If any amount is not received by Quantuvos by the due date, then, without limiting Quantuvos’ rights or remedies, those amounts will accrue interest at a rate of 1.5% per month or the maximum allowed under state law (whichever is lower). Client will be responsible for the reasonable cost of collecting overdue amounts, including, without limitation, reasonable attorney’s fees. All fees are exclusive of federal, state, and local taxes and charges (“Taxes”). Client is responsible for all Taxes except federal, state and local income taxes arising out of the performance of these Terms. 

4. Cancellations and Rescheduling. Quantuvos' rescheduling/cancellation policy strives to honor the time commitments of our in-demand coaches, yet be responsive to our client's unexpected demands.  Quantuvos allows for free rescheduling or cancellations up to 24 hours before the session start. Sessions cannot be rescheduled or canceled within 24 hours. Full charges will be incurred.  

5. Client Warranties. Client represents and warrants that all information submitted by Client is true, accurate, current and complete and that Client will promptly notify Quantuvos in writing if any such information changes. It is your responsibility to keep your account and profile information accurate and updated.

6. Confidential Information.

   1. Definitions. “Confidential Information” means information disclosed by a party to the other party that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. “Disclosing Party” refers to the party disclosing Confidential Information hereunder; and “Recipient” refers to the party receiving any Confidential Information hereunder. Confidential Information does not include information that: (a) is already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of these Terms by, or other wrongful act of, the Recipient; (c) is developed by the Recipient independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

   2. Requirement of Confidentiality. The Recipient agrees that it will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Recipient may disclose the Confidential Information of the Disclosing Party to its, and its affiliates’, officers, employees, contractors and legal advisors who have a “need to know” and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 4; and (b) use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under these Terms. The obligations in this Section 4 will survive termination and continue for so long as the applicable information constitutes Confidential Information. The Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted).

   3. Feedback. To the extent that Client provides any suggestions, enhancements, requests, recommendations, corrections, or other feedback relating to the Services or the development or use of any technology used in connection therewith (collectively, “Feedback”), Client acknowledges and agrees that Quantuvos may freely use the Feedback without compensation, duty of accounting or restriction of any kind.

7. Disclaimer.  QUANTUVOS PROVIDES THE SERVICES “AS-IS” AND CLIENT ASSUMES ALL RISK OF LOSS ASSOCIATED WITH RELIANCE ON THE SERVICES. WITHOUT LIMITING THE FOREGOING, QUANTUVOS MAKES NO WARRANTIES, AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. QUANTUVOS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE ALWAYS BE AVAILABLE, WILL MEET CLIENT’S REQUIREMENTS OR WILL BE PROVIDED IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. QUANTUVOS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS. IN SUCH EVENT, QUANTUVOS’ WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

8. Limitation of Liability.

   1. IN NO EVENT WILL QUANTUVOS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME OR REPUTATION THAT MAY ARISE OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

   2. THE TOTAL LIABILITY OF QUANTUVOS UNDER THESE TERMS SHALL BE LIMITED TO THE GREATER OF (A) ONE THOUSAND USD OR (B) AGGREGATE FEES PAID BY CLIENT TO QUANTUVOS PURSUANT TO THESE TERMS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

   3. THE FOREGOING LIMITS ON LIABILITY APPLY REGARDLESS OF WHETHER (A) AN EXCLUDED OR LIMITED DAMAGE WAS FORESEEABLE OR UNFORESEEABLE OR (B) ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, QUANTUVOS’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

9. Indemnification. Client shall indemnify and hold Quantuvos harmless from any losses, damages, claims or expenses (including reasonable attorney’s fees) incurred arising from (a) Client’s acts or omissions, including, without limitation, the provisions of any information or materials that violates the rights of a third party or (b) Client’s relationship with its employer, including, without limitation, any disputes.

10. Termination of these Terms.

    1. Termination by Default.   If either party defaults in the performance of these Terms or materially breaches any of its provisions, the non-breaching party may terminate these Terms by giving written notification to the breaching party, provided that the breaching party does not remedy the same within thirty (30) days after receipt of such written notice.  Termination will take effect immediately upon expiration of the thirty (30) day cure period. 

    2. Effect of Termination.  Upon any termination or expiration of these Terms, Client shall remain liable for any Service provided as of the effective date of the termination of these Terms and each party shall promptly, but no less than thirty (30) days after termination, delete all Confidential Information that is stored on any of its computers, servers, and any other electronic devices or mediums.

    3. Survival.  This sentence and the following provisions shall survive expiration or termination of these Terms:  Section 3, Section 4, Section 5, Section 6, Section 7, Section 9.2, and Section 9.

11. General Provisions. Quantuvos’ relationship with the Client will be that of an independent contractor.  These Terms will be governed and construed in accordance with the laws of the State of Georgia, without giving effect to its law regarding conflicts of law, and each of the party’s consents to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia, in the case of any dispute between the parties. In case any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.  Client may not assign these Terms without the prior written consent of Quantuvos. Any assignment in violation of these Terms is void. All notices, requests, and other communications under these Terms must be in writing and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given.  The mailing address for notice to either party will be the address shown on the signature page of these Terms.  Either party may change its mailing address by notice as provided by this section. These Terms is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof.  These Terms supersedes all prior discussions between us.  No modification of or amendment to these Terms, nor any waiver of any rights under these Terms, will be effective unless in writing and signed by the party to be charged.  The terms of these Terms will govern all Services undertaken by Quantuvos for the Client.