Last updated on May 8, 2023
If you would like to see past versions of the Guide to Greatness® User Agreement, please contact us at email@example.com, and we would be happy to provide you with a copy of any prior version.
Guide to Greatness®, LLC (“G2G”) provides certain professional services, such as coaching, training, implementation, and custom workshop services (collectively, the “Professional Services”). If you have any questions about this document or what legal terms apply to your use of Professional Services, please contact G2G at firstname.lastname@example.org.
NOTICE REGARDING DISPUTE RESOLUTION:
This Customer Agreement contains provisions that govern the resolution of claims between you and G2G. It also includes an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration. Unless you opt-out, you will only be able to pursue claims against G2G on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
4.1. Service Eligibility.
To be eligible to use the Professional Services, the Customer represents and warrants that Customer: (1) is not a competitor of G2G or using the Professional Services for reasons that are in competition with G2G; (2) has full power and authority to enter into this Agreement and it’s doing so will not violate any other agreement to which Customer is a party; and (3) will not violate any rights of G2G, including intellectual property rights such as copyright or trademark rights.
Customer agrees to defend, indemnify, and hold harmless G2G for, from, and against all damages, losses, claims, liabilities, expenses, and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third-party claims, actions, suits, demands, proceedings, charges, and investigations, arising from or related to (1) Customer’s or its Users’ failure to comply with this Agreement.
Customer shall pay to G2G the use fees as set forth on the Proposal(s), as well as any professional service fees set forth on any Schedules. All fees, unless expressly stated otherwise on the applicable Proposal, shall be in United States dollars.
All fees are due when invoiced, irrevocable, and non-refundable (except as expressly set forth otherwise in this Agreement). The customer agrees to provide G2G with complete and accurate billing and contact information.
Any fees not paid when due shall, unless otherwise specified in the applicable Proposal or SOW, begin to accrue interest 30 days after the due date at the rate of 2% (two percent) per month, but not to exceed the maximum amount as allowed by law. In addition to all late fees and other charges, you agree to pay all court costs and collection expenses (whether awarded court costs), and reasonable attorney fees incurred by G2G to enforce this Agreement, to the extent permitted by law.
Fees and other charges described in this Agreement do not include federal, state, or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Customer’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to G2G prior to the execution of this Agreement. If G2G is required to pay Taxes, the Customer shall reimburse G2G for such amounts. Customer hereby agrees to indemnify G2G for any Taxes and related costs, interest and penalties paid or payable by G2G.
7.1 Professional Services.
G2G warrants for a period of 30 days following their delivery that all Professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the applicable specifications, if any, provided by G2G in writing in the applicable Proposal. Upon delivery of Professional Services, the Customer shall have an acceptance period of thirty (30) calendar days during which the Customer will have the opportunity to verify that the Professional Services comply in all material respects with the applicable specifications. If the Customer concludes that the Professional Services are unacceptable, it shall notify G2G in writing by the Acceptance Deadline, including in such written notification a reasonably detailed explanation of the basis for the rejection of the Professional Services. If the Customer does not provide such written notice by the Acceptance Deadline, the Customer shall be deemed to have accepted the Professional Services. For any breach of this warranty timely reported by Customer, Customer’s sole and exclusive remedy shall be the re-performance of the deficient Professional Services, and if G2G is unable to re-perform the deficient Professional Services as warranted, Customer shall be entitled to recover the portion of the fees paid to G2G for such deficient Professional Services, and such refund shall be G2G entire liability.
THE PROFESSIONAL SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND G2G EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Professional Services, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Proposals, as well as non-public business, product, technology, and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party: (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
8.2. Use of Confidential Information.
Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain all confidential or proprietary notices or legends which appear on the original.
With respect to the Confidential Information of the other, each party: (a) shall take commercially reasonable steps to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
8.3. Confidential Terms and Conditions; Publicity.
Customer shall not disclose pricing to any third party unless restricted from conforming to non-disclosure by governmental statute and/or ordinance. G2G may identify Customer on its customer lists and list Customer as a customer in its marketing and advertising materials, and reproduce Customer’s company name, logo, trademark, trade name, service mark, or other commercial designations, solely in connection therewith.
Neither G2G nor any of our affiliated companies, employees, agents, consultants, contractors, members, or managers shall be cumulatively liable for (a) any damages in excess of the actual amount paid by or received by G2G for Customer’s purchases within the 5-month period preceding the event which gave rise to the claim, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Professional Services, or any of the content or other materials on, accessed through or downloaded from G2G. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
– Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
– Not apply to any damage that G2G may cause you intentionally in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
10.1. Mutual rights of termination.
In the event of any breach of this Agreement by either party, the non-breaching party shall have the right to terminate the Agreement (or the relevant Proposal) for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail.
10.2. Customer Actions upon Termination.
Upon termination, Customer must return or destroy all G2G property in Customer’s possession. Customer, upon G2Gs’ request, will confirm in writing that it has complied with this requirement.
– Any claim that qualifies as a small claim in a court of limited subject matter jurisdiction must be brought in such court; and
– Any claim for injunctive relief may be brought in a court of competent jurisdiction to enjoin intellectual property infringement or misuse.
You may begin an arbitration proceeding by following the American Arbitration Association’s (AAA’s) filing requirements and mailing a request for arbitration and a description of your claim to us at 18521 E Queen Creek Road, Ste 105-488, Queen Creek, AZ 85142. The AAA’s Rules of Commercial Arbitration will apply (available at www.adr.org or by calling 1-800- 778-7879). The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate. Notwithstanding any of the foregoing, THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.
Any cause of action or claim you may have arisen out of or relating to the Customer Agreement must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
If any provision of this Customer Agreement is unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not affect the other provisions of this Customer Agreement and this Customer Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein.
12.2. Notices and Service of Process.
Notices to G2G shall be sent to 18521 E Queen Creek Rd, Ste 105-488, Queen Creek, AZ 85142.
Except as expressly provided for otherwise in this Customer Agreement, G2G shall provide all notices to Customer under this Customer Agreement by email, although we may instead choose to provide notice to Customer through your then-current postal address on file with G2G. You also agree that G2G may communicate with you through other means including email, mobile number, telephone, or delivery services including the postal service, about your G2G services associated with G2G. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information.
12.3. Entire Agreement.
12.4. No informal waivers, agreements, or representations.
Our failure to act with respect to a breach of this Customer Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Customer Agreement, no representations, statements, consents, waivers or other acts or omissions by any G2G Affiliate shall be deemed legally binding on any G2G Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of G2G.
12.5. Assignment and Delegation.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, effective upon notice to you, G2G for any third party that assumes our rights and obligations under this Agreement.
12.6. Force Majeure
Any delay or nonperformance of any provision of this Customer Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Customer Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.