Terms & Conditions - Quantum Collective

These Terms and Conditions ("Agreement") apply to clients of the Quantum Collective ("Client"), provided by Danielle Ballard d/b/a Danielle Lee Darling ("Coach") through her services, headquartered at The Sapphire Suite, 1201 Liberty Pike #229, Franklin, Tennessee 37067.

In this Agreement, "Coach" and "Client" may be referred to individually as a “Party” and collectively as the “Parties.”

By agreeing to these Terms and Conditions, the Client confirms their acceptance of the following terms, conditions, and provisions.

1. Coach Responsibilities

1.1 Coaching is the action oriented method for getting unstuck and creating real change in one’s life. This process will guide and challenge Client to think differently and get out of their comfort zone while co-creating actionable steps to make the vision they have for their life a reality.

1.2 Coach disclaims any guarantees, express or implied, arising from and/or related to the results of the Coaching Services (defined above in Section 1.1.), or the Coach’s recommendations arising from and/or related to the Coaching Services.

1.2.1.Client acknowledges and agrees that Coach cannot guarantee the results or effectiveness of any of the Coaching Services (defined above in Section 1.1.) and that results obtained by Coach for other clients are not necessarily typical and do not guarantee that Client will obtain the same or similar results by using the Coach’s services.

1.2.2.Coaching Services (defined above in Section 1.1.) does not constitute therapy, healthcare services, or medical services. Coaching Services are not designed to diagnose or treat Client’s physical or mental wellbeing or cure any ailments or disease. The Coaching Services provided under this Agreement consist of guided conversations with recommended actions. In the event Client has concerns regarding their physical or mental wellbeing, Client should contact and consult with a healthcare or medical professional.

2. Client Responsibilities

2.1 Decision-Making Responsibility

The Client is responsible for making all decisions related to their physical and mental wellbeing and is advised to consult with a healthcare professional if necessary.

2.2 Session Attendance

The Client is responsible for attending all scheduled sessions unless rescheduled or canceled at least 48 hours in advance by email ([email protected]).

3. Term and Renewal

3.1 Membership Term

This Agreement commences upon the Client's acceptance and continues for the duration of the Quantum Collective Membership, including the membership features depending on the level selected:

Basic - Weekly Group Coaching Calls & Access to the Renewed You Project Online Course

Accelerate - 3- month minimum membership - Weekly Group Coaching Calls, Access to the Renewed You Project Online Course, (1) ThetaHealing session every 4 weeks & Access to Private WhatsApp group

Leap - 6-month membership: ThetaHealing/Coaching Sessions (2 per month), (6) Focused Identity Based Coaching Sessions, Weekly Group Coaching Calls, The Renewed You Project Course with modules and workbooks, Group Marco Polo Access, Private Marco Polo Access to me

3.2 Renewal - The Basic & Accelerate memberships will automatically renew each month for a minimum of 3 months. Leap Level Memberships are 6 month memberships. After the term of membership it will renew monthly unless the Client requests termination by sending an email to [email protected] at least 48 hours before the next renewal. If client wishes to cancel before the membership term then the remaining portion will be charged to the card on file.

4. Payment

4.1 Coaching Fee -The Client agrees to pay a fee of $47 (USD) per month for the Basic Membership & $397 (USD) per month for the Accelerate Membership. Leap Level memberships are $5,000 (USD) paid in full or $997(USD) per month

4.2 Payment Method

Payment will be processed through a method agreed upon by the Parties.

4.3 Non-Refundable Payments

Payments are non-refundable but may be applied to other services offered by the Coach.

4.4 Waiver of Chargebacks

The Client agrees to waive any rights to dispute payments or request chargebacks for services provided under this Agreement.

5. Ownership of Program Content

5.1 Coach shall own all results and proceeds of Coach’s services rendered under this Agreement (collectively, “Program Content”) throughout the universe in perpetuity, free of any and all claims by Client or any person, corporation, or other entity deriving any rights from Client.

5.2 Coach shall have the perpetual and universal right to use and exploit the Program Content (defined above in Section 5.1.) throughout the universe in any and all media, now known or hereafter devised (including, but not limited to, audio-visual devices), and in advertisements, trailers and other promotions and ancillary uses of the Program Content.

5.3 The provisions in Section 5. shall survive any termination or expiration of this Agreement.

6. Intellectual Property License

6.1 Client grants an assignable license to Coach to utilize Client’s Publicity Rights (defined below in Section 6.1.1.), Copyrights
(defined below in Section 6.1.2.), Trademarks (defined below in Section 6.1.3.), and Service Marks (defined below in Section 6.1.4.) for commercial use during and after the Term (defined above in Section 6.2.1.) of this Agreement.

6.1.1.“Publicity Rights” mean an individual’s descendible, transferable-upon-death property interest in the individual’s name, voice, signature, photograph, image, likeness, distinctive appearance, gestures, mannerisms, or other unequivocally identifying features, each of which contains inherent commercial value.

6.1.2.“Copyrights” has the same meaning as “copyrights” in Title 17 of the U.S. Code. 17 U.S.C. § 101, et seq.

6.1.3.“Trademarks” has the same meaning as “trademark” in Title 15 Section 1127 of the U.S. Code. 15 U.S.C. § 1127, et seq.

6.1.4.“Service Marks” has the same meaning as “service mark” in Title 15 Section 1127 of the U.S. Code. 15 U.S.C. § 1127, et seq.

7. Confidentiality and Trade Secrets

7.1 Confidential Information

The Client will be exposed to the Coach’s Confidential Information and Trade Secrets and agrees to maintain confidentiality.

7.2Post-Agreement Confidentiality

After the termination of this Agreement, the Client shall not disclose any Confidential Information or Trade Secrets for three years.

8. Safeguarding Client Information

8.1 Confidentiality of Sessions

The content of all coaching sessions will remain confidential and will not be shared with any third party without the Client’s permission.

8.2 Coach reserves the right to record coaching sessions for the Client’s subsequent review and such recordings shall be treated as confidential.

8.3 Exceptions to Confidentiality

The Coach reserves the right to disclose information if the Client is at risk of self-harm, harm to others, or as required by law such as:

8.3.1.Client reports imminent suicidal or homicidal ideation;

8.3.2.Client reports
abuse or neglect of a child, dependent or older adult;

8.3.3.Coach is ordered by a court of law to release Client’s confidential information; or

8.3.4.Client reports anything that causes Coach concern for the health and safety of Client or others.

9. Defamation and Morality

9.1 Client hereby warrants, states, understands, contends, and promises to not make any defamatory statements of Coach or Partners (defined below in Section 14.1.) at any point, irrespective of whether this Agreement has terminated.

9.2 In addition to and not in limitation of any of the rights or remedies available to Coach, Coach shall be entitled, in her sole discretion, to terminate this Agreement if during the Term (defined above in Section 4.1.) of this Agreement, Client or any of their agents or representatives:

9.2.1.Are charged with the commission of any act which is an offense involving moral turpitude in Coach’s reasonable discretion or under federal, state, or local laws; or

9.2.2.Commit any act which would reasonably and objectively bring Coach, her reputation, or her services into disrepute, contempt, scandal, or ridicule.

9.3 The provisions in Section 8. shall survive any termination or expiration of this Agreement.

10. Representations and Warranties

10.1. All Parties represent and warrant that:

10.1.1. They have the authority to enter into this Agreement on behalf of themselves and/or the organizations they warrant to represent;

10.1.2. There are no contracts, agreements, encumbrances, or liens that prevent the performance of this Agreement; and

10.1.3. They can perform their respective obligations under this Agreement without violating any applicable law.

10.2.Client represents and warrants to Coach that:

10.2.1. All Content (defined above in Section 5.1.) provided by Client to Coach under this Agreement will not infringe the rights, including intellectual property rights, of any person, business, or other entity not privy to this Agreement.

11. Independent Contractor Status

11.1 Independent Contractor

This Agreement establishes an independent contractor relationship between the Coach and Client.

12. Notices

12.1 Effective Notice

Notice can be provided via personal delivery, email, or mail.

13. Force Majeure

13.1 Events Outside Control. Any delay in the production deliverables caused by any civil disturbances, new laws, ordinances, or governmental regulations, acts or omission of public enemies, fires, earthquakes, tornadoes, hurricanes, significant infrastructure damage, power outage, strikes, epidemics, pandemics, outbreaks of communicable disease, viral outbreaks, quarantines, national, or regional emergencies, actions of any governmental authority shall not constitute a breach of this Agreement (collectively, “Force Majeure Event”).

14. Arbitration

14.1.The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Williamson County or Davidson County, Tennessee or through virtual means if agreed by the Parties.

14.2.The Party requesting relief may initiate a binding arbitration proceeding utilizing rules of the American Arbitration Association (“AAA”).

14.2.1.If any AAA (defined above) rule conflicts with any provision within this Agreement, this Agreement will supersede the conflicting AAA rule.

14.3.Selection of the arbitrator must be agreed upon in writing by the Parties at least 30 calendar days before the arbitration takes place.

14.4.The conduct of all arbitrators and tests for their eligibility shall be governed by AAA (defined above) rules, subject to Section 14.1.1.

14.5.The Parties agree that, in the event that they participate in an arbitration proceeding pursuant to this Agreement, the decision by the arbitration panel will be final and binding.

14.6.The Party requesting relief shall pay all costs, fees, or expenses due and payable for initiating arbitration services arising under Section 14. All other costs, fees, or expenses due and payable for arbitration services under this Section shall be split evenly between the Parties until a judgment is rendered by the AAA.

15. Indemnification

15.1.Client shall indemnify and hold harmless Coach and Coach’s successors, licenses, distributors, subdistributors, and assigns (collectively “Partners”), and the respective officers, directors, agents and employees of Coach and Partners, against any Claim (defined below).

15.1.1.“Claim” as used in this Agreement means any and all equitable relief, injunctive relief, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, judgments, interest, including pre-judgment interest, fines, costs, and amounts paid in settlement to any person arising out of or in any way connected with any dispute, demand, or action arising out of or relating to:

15.1.1.1.The breach of any of Client’s promises, representations, warranties, or covenants in this Agreement;

15.1.1.2.Any negligent act or omission Client commits while rendering the Services (defined above in Section 1.1.) under this Agreement; or

15.1.1.3.Any misrepresentation Client has made or may make while rendering the Services under this Agreement.

15.2.The provisions in Section 15. shall survive any termination or expiration of this Agreement.

16. Limitation of Liability

16.1. It is Client's sole responsibility and obligation to consider and, if Client so chooses, implement Coach’s recommendations provided to Client under this Agreement. Client understands and agrees that Coach shall not be liable for consequences of Client choosing to use or implement Coach’s recommendations provided to Client under this Agreement. Client is expected to use their reasonable judgment.

16.2.To the maximum extent permitted by applicable law:

16.2.1. Coach shall not be liable for any indirect, consequential, or special damages, including economic loss, loss of profits, loss of business, depletion of goodwill, interest allowed by law, including prejudgment interest, post-judgment interest, court costs, expenses of any legal action, expert fees, attorney fees, punitive damages, treble damages, or any similar loss; and

16.2.2.Coach’s aggregate liability under this Agreement for any event giving rise to any Claim (defined above in Section 15.1.1.) or other legal action is limited to the total amount paid for Coaching Services (defined above in Section 1.1.) by Client under this Agreement.

16.3.The provisions in Section 16. shall survive any termination or expiration of this Agreement.

17. Amendments, Assignments, and Delegation

17.1.Amendments and modifications to this Agreement must be made in writing and signed by all the Parties.

17.2 .No Party may assign or delegate its rights or obligations under this Agreement without the prior written approval of both Parties. Any attempts to assign or delegate a Party’s rights or obligations under this Agreement shall be null and void.

18. Governing Law and Jurisdiction

18.1. This Agreement is entered into and partly performable in the State of Tennessee and shall be governed by, and construed in accordance with, the laws of the State of Tennessee without regard to conflict of law principles.

18.2. All Parties consent to the jurisdiction of the federal and state courts serving Davidson County, Tennessee, and the Parties agree that subject to Section 14., any legal proceeding arising out of or in connection with this Agreement must be brought solely in the federal or state courts located in Davidson County, Tennessee.

18.3. Both Parties waive objections based on lack of jurisdiction or forum non-conveniens
to the exercise of Tennessee federal and state courts’ jurisdiction over the Parties.

19. Entire Agreement and Severability

19.1. This Agreement represents the entire understanding between the Parties and supersedes any prior oral or written statements regarding the terms, conditions, provisions, and subjects within this Agreement.

19.2. This Agreement shall bind the Parties and any permitted successors, heirs, assigns, executors, and administrators.

19.3. If any provision within this Agreement is deemed unenforceable by a court of competent jurisdiction, that provision is deemed severable, and the remaining provisions shall remain in effect.

20. Interpretation and Headings

20.1. Both Parties have had the opportunity to cooperate in the drafting and preparing of this Agreement, read it in its entirety, and consult third-party counsel before signing.

20.1.1. Hence, this Agreement shall be construed neutrally and will not be applied more strictly against one Party more than the other.

20.2.Section and paragraph headings contained in this Agreement are solely to aid in the location of subject matter and are not to be given consideration in the construction of this Agreement.

20.3.In case of any question concerning the construction of this Agreement, it is to be construed as though section and paragraph headings had been omitted.

21. Electronic Signatures

21.1 Digital Acceptance

This Agreement may be accepted electronically, and such acceptance constitutes binding consent to these Terms and Conditions.

By agreeing to these Terms and Conditions, you confirm your acceptance of this Agreement as of the Effective Date.

Danielle Ballard

[email protected]

615-285-6448

1201 Liberty Pike #229, Franklin, TN 37067

UNITED STATES