YOUR USE OF THIS WELLNESS COACHING PROGRAM, INCLUDING ANY USE OF COMMUNICATIONS WITH QUANTUM DIVE METHOD INTEGRATIVE WELLNESS, LLC BY PHONE OR ANY OTHER COMMUNICATION MEDIUM, IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE CAREFULLY.

OUR GOAL/SERVICES

When a Client seeks wellness coaching with Quantum Dive Method Integrative Wellness LLC (QDM) and we accept the Client, it is essential for both of us to be working toward the same objective.  Our wellness coaching programs have one goal.  It is important for each Client to understand both the objective and the methods that will be used to attain it.  This will prevent confusion and/or disappointment.

Our goal is to locate, analyze and help Clients correct interferences to the cellular structure. Interferences come from cellular toxicities and deficiencies. Although most doctors use lab testing to diagnose and treat specific conditions, this is not your wellness coach’s goal. The sole purpose for lab testing is to locate physiological abnormalities primarily through nutrient deficiencies and toxicities within the body that may be interfering with normal cellular function. Many of these interferences are only made evident through advanced lab testing, which allows our team to have a better understanding of what is happening within each Client’s body on the cellular level. Cells are the most foundational aspect of the human body and play an extremely important role in the function of the entire body. Your Wellness coach’s goal is to help remove the interferences within the body so that you can function at your maximum potential. Maximum potential varies from one person to another.

Particularly, we focus on advanced cellular bionutrition and detoxification. This means that our approach to wellness is to help Clients live a lifestyle that provides the cell with the best environment possible so that nutrients can easily get into the cell and so that toxins can easily leave the cell. This includes reducing cellular toxicity and inflammation, which have been linked to some of the most common chronic conditions. It also helps the individual maximize their overall wellbeing. Our primary methods consist of lifestyle changes through nutrition, physical activity, psychological strategies as well as supplementation. Our methods have often resulted in weight loss, increased energy, elimination of chronic symptoms as well as a significant improvement in the client’s wellbeing. While these results are typical, each person is different and we do not and cannot promise or guarantee any specific outcomes as a result of our coaching. 

We DO NOT diagnose conditions or disease.

We offer NO treatment of conditions or disease.

We promise NO cure from any condition or disease.

If during the course of your wellness coaching we encounter any unusual findings, we will so advise you.  If you desire advice, diagnosis or treatment for those findings, we will recommend that you seek the services of a health care provider who specializes in that area.  We DO NOT offer advice regarding treatment prescribed by others. OUR ONLY OBJECTIVE is to eliminate interferences to the cellular structure.

TERMS AND CONDITIONS OF USE AND ACCEPTANCE

Account Enrollment, Eligibility and Security. In order to access the website and services (e.g. agreeing to participate in a wellness coaching program, accessing your Client account in any other platform(s), you represent and warrant that you are of legal age to sign a binding contract and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms and Conditions of Use (Terms of Use), register for the services under your own name and to use the services in accordance with this Terms of Use and abide by the obligations hereunder. You agree to fully, completely, accurately and truthfully create your QDM account, including, but not limited to, your name, mailing address, phone number, email and password. Your username and password are personal to you and you are solely responsible for maintaining their confidentiality, and for all activities that occur under such username and password. You agree to prohibit anyone else from using your user name and password, and you agree to immediately notify QDM by email and phone of any actual or suspected unauthorized use of your QDM account or other security concerns of which you become aware.

To permit you to access QDM services on behalf of a minor child of whom you are a parent or legal guardian, you may establish a dependent under your name. Any such subaccount is subject to these Terms of Use and Privacy Notice.

In order to determine your compliance with these Terms of Use we reserve the right, but not the obligation, to monitor your access to and the use of the website and the services. QDM may, in its sole discretion, refuse to provide the services to you due to your noncompliance with these Terms of Use or any other actual or potential misuse of your account or the services. We recommend that you do not access your account or the Services from a public computer. In no event and under no circumstances shall we be liable to you for any damages arising out of the use of the QDM website, QDM services, your account information, or the release of your account information to third parties. QDM recommends that you do not store your account password through your web browser or other software.

Fraud Prevention and Security.  QDM may contact you by telephone, mail, or email to verify your account information. We may request further information from you and you agree to provide such further information to ensure you have not fraudulently created your account. If you do not provide this information in the manner requested within fourteen (14) days of the request, QDM reserves the right to suspend, discontinue or deny your access to and use of the website and services, until the information is provided by the Client as requested.

Limitations on Use.  You agree that you will not use the website or services in any unlawful way and/or for any unlawful purpose. You will not post or transmit a message under a false name, or use the network resources of any of the platforms used by your coach, (by way of example only, practicebetter.io, Skype, G-suite’s, Google Drive, Google “Meet”, Zoom, telephone, FaceTime, WhatsApp, Facebook, Chat, or any other communication platform or communication rail) to impersonate another person or misrepresent authorization to act on behalf of others. All messages transmitted should correctly identify the sender. You may not alter the attribution of origin in electronic mail messages or posting. You will not allow another person or entity to use your account, username or password to access or use the Services. You will not attempt to undermine the security or integrity of computing systems or networks of QDM, its partners, or those accessed through or with their product, and must not attempt to gain unauthorized access. You may not harvest or collect data about any other individual who uses the service. You may not post or transmit any data, materials, content or information which is threatening, false, misleading, abusive, libelous, pornographic or profane, or that contains or promotes any virus, worm, Trojan horse, time bomb or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the website or the services. You may not tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security or proper function of the QDM website or the services. You will not use robots or scripts with the website. You will not attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, or information on or received by this website. You agree to have anti-virus and/or anti-spyware software running that is set to override the Internet browser’s cookie setting.

You further agree that any information you provide or use one any associated or recommended websites, and your use of the platforms or services will not infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.

Operational Functionality. QDM reserves complete and sole discretion with respect to the operation of the QDM’s services. QDM may, among other things withdraw, suspend or discontinue any functionality or feature of the services. We are not responsible for transmission errors or corruption or compromise of information carried over local or interchange telecommunications carriers. Other than as required by applicable law, QDM is not responsible for maintaining information arising from use of the website or in respect of the services.

Intellectual Property. With the exception of your personal information and the proprietary software and other communication rails, QDM retains all right, title and interest in and to QDM the website, the services and any Information, products, documentation, software or other materials on the website, and any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary right in any of the foregoing, except for information on the website licensed to QDM in which the licensor retains all right, title and interest. The information available through the website and the services is the property of QDM, or if licensed by QDM, the licensor.

You agree that you will not store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the services. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the services (which includes its software and documentation and protocols), create derivative works based on or in any manner commercially exploit the services, in whole or in part. You agree that violations by you, or any other person or entity, of these copyrights, trade secrets, patents, other intellectual property protections, or the terms of the Terms of Use will be prosecuted to the fullest extent of the law in the federal and state courts located in [State]. Whether a violation of any policies or Terms of Use has occurred is at the sole discretion of QDM. Nothing contained on the website should be construed as granting, by implication, estoppels, waiver or otherwise, any license or right to use any trademarks, service marks or logos displayed on the website without the written grant thereof by QDM or the third party owner of such trademarks, service marks and logos. The website may contain other proprietary notices and copyright information, the terms of which you must and agree to follow.

Legal Notices and Disclaimers. YOU ACKNOWLEDGE THAT YOUR USE OF THE QDM SERVICES IS AT YOUR SOLE RISK, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS OR SERVICES CONTAINED ON OR PROVIDED THROUGH THESE SERVICES AND ASSOCIATED WEBSITES AND PLATFORMS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW QDM AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND FREEDOM FROM COMPUTER VIRUS STRAINS. WITHOUT LIMITING THE FOREGOING, QDM AND ITS AFFILIATES MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE PRODUCTS AND SERVICES PROVIDED HEREUNDER. QDM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT: THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON VITAMINS, SUPPLEMENTS, AMINO ACIDS OR ANY OTHER NUTRITIONAL PRODUCTS; OR ANY TREATMENT, ACTION OR APPLICATION OR PREPARATION OF SUPPLEMENTS OR NUTRITIONAL PRODUCTS BASED ON INFORMATION.

Furthermore, coaching is not a substitute for your Primary Care Provider. You agree to contact your Primary Care Provider immediately should your condition change or your symptoms worsen. If you require urgent care, you should contact your local emergency services immediately. You acknowledge and agree that QDM does not provide medical advice, diagnosis, or treatment, but strictly provides coaching as described in the Wellness Coaching Policy and the Terms of Acceptance.

Content Disclaimers. No information found or discussed during coaching or found on associated or recommended website(s) should be relied on as professional medical advice. Nothing contained in this website should be construed, directly or indirectly, as the practice of medicine or providing medical services by QDM. The information and services provided on or through coaching are intended solely as general educational material. Always seek the advice of your primary care provider or other qualified healthcare provider concerning questions you have regarding a medical condition, and before starting, stopping or modifying any treatment or medication. Never delay obtaining medical advice or disregard medical advice because of something you have or have discussed through coaching or read on any associated or recommended website(s). QDM makes no warranties or representations as to the accuracy of the information provided on any associated or recommended website(s), and assumes no responsibility for any consequences relating directly or indirectly to any action or inaction you take based upon the information and material during coaching or recommended from coaching, directly or indirectly. You assume the entire risk of loss in using coaching and information contained in coaching and you assume the entire risk of loss in using any information in any associated documents or websites recommended to you or associated with your coaching.

Communications. You acknowledge that communications with the wellness coach or QDM using e-mail, facsimile, video chat, instant messaging, and cell phone or any other communication rail are not guaranteed to be secure or confidential methods of communications. As such, you expressly waive QDM’s obligation to guarantee confidentiality with respect to correspondence using such means of communication. You acknowledge that all such communications become part of your personal information.  The Client acknowledges that:

1. E-mail is not necessarily a secure medium for sending or receiving personal information and, there is always a possibility that a third party may gain access;

2. Although QDM will make all reasonable efforts to keep e-mail communications confidential and secure, neither QDM nor the wellness coach can assure or guarantee the absolute confidentiality of e-mail communications;

3. In the discretion of the wellness coach, e-mail communications may be made a part of Client’s permanent record; and

4. Client understands and agrees that e-mail is not an appropriate means of communication regarding emergency or other time-sensitive issues or for inquiries regarding sensitive information. In the event of an emergency, or a situation in which the member could reasonably expect to develop into an emergency, Client shall call 911 or the nearest Emergency room, and follow the directions of emergency personnel

5. If the Client does not receive a response to an e-mail message within 24-48 hours, Client agrees to use another means of communication to contact the wellness coach. Neither QDM nor the wellness coach will be liable to the Client for any loss, cost, injury, or expense caused by, or resulting from, a delay in responding to the Client as a result of technical failures, including, but not limited to, (i) technical failures attributable to any internet service provider, (ii) power outages, failure of any electronic messaging software, or failure to properly address e-mail messages, (iii) failure of the wellness coach’s computers or computer network, or faulty telephone or cable data  transmission,  (iv) any interception of e-mail communications by a third party; or (v) your failure to comply with the guidelines regarding use of e-mail communications set forth in this paragraph.
   

Electronic Communications.  The Client consents to receive electronic messages from QDM at any e-mail address that the Client has provided to QDM, including messages whose primary purpose is to advertise or promote products or services (“Marketing Messages”) and messages whose primary purpose relates to the Client’s transactions or relationship with QDM, including the wellness coaching programs, purchase or products or services, or amendments to these Terms of Use (“Transactional Messages”). The Client consents to send any sensitive data (such as credit card information) through a secure platform.

Service Reliability and Warranties. QDM makes no warranty that the communication services will meet your requirements, or that the communication services will be uninterrupted, timely, 100% secure, or error free, or that defects, if any, will be corrected, including loss of data resulting from delays, and any service interruption caused by QDM or its affiliates. QDM is not responsible for transmission errors or corruption or compromise of data carried over local or interchange telecommunication carriers.

QDM will take commercially reasonable precautions to protect against failure of its equipment and software. The Client acknowledges and agrees that temporary interruptions in service may occur, and that QDM shall have no liability for any claim, cost, charge, loss or expense arising from or relating to use of the communication services. The Client acknowledges and agrees that data may be lost or corrupted in connection with use of the communication services . QDM may perform regular back-ups of all data stored but shall have no liability to the Client in the event all data is lost or destroyed. The Client acknowledges and agrees that in the event restoration of data from backup is necessary, it may take several days to complete such restoration of data and resume operation of the communication services.

Indemnification. QDM, our contractors, agents, employees, officers, directors and affiliates (Affiliates) from all liabilities, claims, rights, losses, causes of action, actions and suits (no matter whether in law or in equity), expenses, including attorney’s fees, resulting from, relating to, or arising, directly or indirectly, out of or in connection with: (i) your use or misuse of the coaching or the communication rails used or the information provided on any associated or recommended website(s), (ii) Your breach of the Terms of Use or the Privacy Policy, (iii) your relationship with any wellness coach, (iv) the content or subject matter of or any information you provide to QDM, any of its Affiliates, any wellness coach or customer service agent, and/or (v) any negligent or wrongful action or omission by you in the use or misuse of the platform(s) or the Services or any information posted on the platform(s), including, but not limited to, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct. If and when QDM is threatened with such suit, QDM may seek written assurances from you concerning your promise to indemnify it; your failure to provide those assurances may be considered by us to be a breach of your Terms of Use and may result in, among other things, deactivation of your QDM coaching program and associated platform access and any other content associated with coaching.

Limitation of Liability. EXCEPT AS PROHIBITED BY LAW, AND WITHOUT LIMITATION: QDM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ANY OF THE INDEPENDENT PROVIDERS. IN NO EVENT SHALL QDM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, NOR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE LIQUIDATED SUM OF $100.00 IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QDM OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, THAT RESULT FROM, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR ANY SERVICE OFFERED THROUGH ANY WEBSITE OR ANY MATERIAL OR INFORMATION CONTAINED IN, ACCESSED THROUGH, OR PRODUCTS PURCHASED ON ANY RECOMMENDED OR ASSOCIATED SITES OR DIRECTLY FROM THE WELLNESS COACH, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF QDM IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF THE SAME. TO THE EXTENT CERTAIN JURISDICTIONS RESTRICT ANY OF THE ABOVE LIMITATIONS OF LIABILITY; SUCH LIMITATIONS SHALL NOT APPLY IN SUCH JURISDICTIONS TO THE EXTENT OF SUCH RESTRICTIONS. YOU ACKNOWLEDGE AND AGREE THAT QDM’s AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES, IN CIRCUMSTANCES WHERE THE FOREGOING LIMITATION IS FINALLY DETERMINED TO BE UNAVAILABLE SHALL BE THE MINIMUM PERMITTED BY LAW.

YOU AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES, AND LIMITATIONS OF LIABILITY.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO QDM AND ITS SERVICES OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICES CAUSED BY YOU OR ANY PERSON USING YOUR USER NAME OR PASSWORD. QDM DOES NOT ASSUME ANY LIABILITY ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR MISUSE OF ANY OF THE ADVICE, IDEAS, INFORMATION, INSTRUCTIONS, OR GUIDELINES ACCESSED THROUGH ANY COMMUNICATIONS PLATFORMS OR OTHER SERVICES.

IN CONSIDERATION OF MY PARTICIPATION IN THE WELLNESS COACHING PROGRAM, I HEREBY ACCEPT ALL RISK TO MY HEALTH, INCLUDING INJURY OR DEATH THAT MAY RESULT FROM SUCH PARTICIPATION AND I HEREBY RELEASE QDM ON MY BEHALF AND ON BEHALF OF MY PERSONAL REPRESENTATIVES, ESTATE, HEIRS, NEXT OF KIN, AND ASSIGNS FROM ANY AND ALL COSTS, CLAIMS, CAUSES OF ACTION AND DAMAGES ARISING FROM ANY AND ALL ILLNESS OR INJURY TO MY PERSON, INCLUDING MY DEATH, THAT MAY RESULT FROM OR OCCUR AS A RESULT OF MY PARTICIPATION IN COACHING, WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE.

Third Party Protection. The Indemnification, Limitation of Liability, and Disclaimers provisions set forth above are for the benefit of QDM, and its Affiliates. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

Termination and Survival. QDM may terminate your Coaching Program at any time, without penalty and without notice, if you fail to comply with any of the terms of these Terms of Use, or the intellectual property protections applicable to these services (Defined Above). QDM may also seek legal prosecution of any violations of law or these Terms of Use and you agree to personal jurisdiction by the Courts in the State of [State]. Upon termination of services by QDM or voluntary termination of service by Client, QDM has the right to delete all data, files, or other information that is stored in the Client’s account for any reason, except for data which it is legally required to retain. The Indemnification, Limitation of Liability, Copyright, Jurisdiction, Warranty Waiver, Network Security, Compliance with Anti-Spamming Laws and Privacy terms and conditions stated herein shall survive termination of this Agreement.

Force Majeure. Notwithstanding anything herein to the contrary, QDM shall not be liable for any losses arising out of the delay or interruption of its performances of any obligations due to any act of God, act of governmental authority, act of public enemy, war, severe weather conditions, pandemic (including COVID-19), or any other cause beyond its control. QDM shall not be held responsible for any failure of performance to make timely delivery of all or any part of the Coaching Program in the event such failure was due, in whole or in part, to federal, provincial or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire or other damage to or destruction of, in whole or in part, the Coaching Program or the facility for the Coaching Program, the lack of or inability to obtain raw materials, labor, fuel, electrical power, water or supplies, or any other cause, contingency or circumstances not subject to the reasonable control of QDM, which causes delays or hinders the delivery of the Coaching Program. QDM shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.

No Third Party Rights. Unless expressly granted in these Terms of Use, nothing herein is intended to confer any rights or remedies under these Terms of Use on any persons other than you, QDM and its Affiliates. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, QDM or its Affiliates, nor shall any provision give any third persons any right of subrogation or action over or against you, QDM or its Affiliates.

Assignment. You may not assign, transfer or delegate these Terms of Use or any part of them without QDM’s prior written consent. QDM may freely transfer, assign or delegate all or any part of these Terms of Use, and any rights and duties hereunder or thereunder. These Terms of Use will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties.

Governing Law, Jurisdiction, and Venue. These Terms of Use shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice of law rules or principles. Any civil action or legal proceeding arising out of or relating to these Terms of Use or Privacy Policy shall be brought in the applicable Federal or State court located in [State]. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Any cause of action or claim you may have with respect to QDM must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this Terms of Use waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the QDM services or website.

Enforcement Costs. If any civil action or other legal proceeding is brought for the enforcement of any of these Terms of Use or the Privacy Policy or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of any of these Terms of Use or the Privacy Policy, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party (including fees and costs associated with collecting such amounts).

Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION, SUIT OR PROCEEDING, IN ANY COURT WITH RESPECT TO, IN CONJUNCTION WITH, OR ARISING OUT OF THESE TERMS OF USE OR THE PRIVACY POLICY OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, AND/OR PERFORMANCE OF ANY OF THE OBLIGATIONS OR SERVICES HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY COMPULSORY COUNTERCLAIM (I.E., A CLAIM BY A PARTY HERETO AGAINST ANOTHER PARTY WHICH, IF NOT BROUGHT IN SUCH ACTION, WOULD RESULT IN THE FIRST PARTY BEING FOREVER BARRED FROM BRINGING SUCH CLAIM), A PARTY HERETO SHALL HAVE THE RIGHT TO RAISE SUCH COMPULSORY COUNTERCLAIM IN ANY SUCH LITIGATION, SUIT OR PROCEEDING, WHETHER OR NOT IT IS BEING TRIED BY A JURY.

Arbitration. Except for violations of Section 6 of this Agreement (Intellectual Property), which may be brought in the state or federal courts in [State], (applying [State] law, without reference to choice or conflict of laws principles), Client understands and acknowledges that any dispute regarding the Coaching Program or QDM’s performance of its obligations under this Agreement will be determined by submission to arbitration by the American Arbitration Association in [City], [State], following the rules of the American Arbitration Association and applying [State] law (without reference to choice or conflict of laws principles), and not by a lawsuit or resort to court process, except as [State] law provides for judicial review or arbitration proceedings. The parties to this Agreement, by entering into it, are giving up their constitutional rights to have any such dispute decided by a court of law before a jury, and instead are accepting the use of arbitration.

It is the intention of the parties that this Agreement bind all parties whose claims may arise out of or are related to the Coaching Program or services provided by QDM, including any spouse or heirs of the Client and any children, whether born or unborn, at the time of the occurrence giving rise to any claim.

All claims based upon the same incident, transaction or related circumstances shall be arbitrated in one proceeding. A claim shall be waived and forever barred if (1) on the date notice thereof is received, the claim, if asserted in a civil action, would be barred by the applicable [State] statute of limitations, or (2) the claimant fails to pursue the arbitration claim in accordance with the procedures prescribed herein with reasonable diligence.

The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorneys’ fees as determined by the arbitrator.

Waiver. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Use, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.

Change of Law. If there is a change of any law, regulation or rule, federal, state or local, which affects the Agreement including these Terms of Use, which are incorporated by reference in the Agreement, or the activities of either party under the Agreement, or any change in the judicial or administrative interpretation of any such law, regulation or rule, and either party reasonably believes in good faith that the change will have a substantial adverse effect on that party’s rights, obligations or operations associated with the Agreement, then that party may, upon written notice, require the other party to enter into good faith negotiations to renegotiate the terms of the Agreement including these Terms of Use. If the parties are unable to reach an agreement concerning the modification of the Agreement within forty-five (45) days after of date of the effective date of change, then either party may immediately terminate the Agreement by written notice to the other party.

Amendment.  No amendment of this Agreement shall be binding on a party unless it is made in writing and signed by all the parties. Notwithstanding the foregoing, QDM may unilaterally amend this Agreement to the extent required by federal, state, or local law or regulation (“Applicable Law”). Any such changes are incorporated by reference into this Agreement without the need for signature by the parties and are effective as of the date established by QDM.

Severability. The provisions of this Terms of Use are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or un-enforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

Miscellaneous; These Terms of Use shall be construed without regard to any presumptions or rules requiring construction against the party causing the instrument to be drafted. Captions in this Terms of Use are used for convenience only and shall not limit, broaden, or qualify the text.

Entire Agreement. These Terms of Use, together with any QDM rules or policies referred to herein, represents the entire agreement between you and QDM concerning the subject matter hereof, and supersede all prior understandings, whether written or oral, concerning such subject matter. QDM may modify this Terms and Conditions of Use as set forth above.