CONSULTING SERVICES AGREEMENT AND WEBSITE TERMS OF USE

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This CONSULTING SERVICES AGREEMENT AND WEBSITE TERMS OF USE (this "Agreement") is made and entered into as of today’s date ("Effective Date"), by and between APEX GUIDANCE GROUP, LLC, a Virginia limited liability company (the "Company", “We”, “Our” or “Us”) and You (“You”, “Your” or the “Client”). The Company and You may each be referred to herein as a “Party” and together the “Parties.”

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BACKGROUND
 

The Company, together with its authorized sub-contractors (“Sub-Contractors”, and together with the Company, the “Consultants”) provides consulting services in connection with career guidance, job search techniques and related functions as outlined on this website at domain https://www.artemarc.com hosted by third-party commercial vendors (the “Website”) and as further described in this Agreement (the “Services”).
 

You seek to engage the Consultants for its Services and the Consultants wish to provide such Services, subject to the terms and conditions of this Agreement.
 

In consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows.
 

AGREEMENT
 

1.0 SERVICES

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Consultants will provide Services, which may include or be administered as, verbal comments, meetings, phone/video calls, text/messaging app messages, emails, shared documents, assets, frameworks, templates, research, assessments, analysis, recommendations, presentations, guidesheets, and related written and/or verbal functions or other related ad hoc tasks. The Services will primarily be delivered through the combination of group cohort and individual meetings or consultations over the course of several weeks as described on the Website. The Services will be conducted virtually and/or remotely (e.g., via video calls, phone calls, emails, or similar means) as needed or appropriate.
 

If Client wishes to procure additional services beyond the Services agreed to under this Agreement, including one-on-one private consulting sessions or other services outside the scope of this Agreement, such services must be agreed to with the Consultants, in writing, separately from this Agreement.
 

2.0 FEES
 

In consideration of the provision of Services by the Consultants and the rights granted to You under this Agreement, Client agrees to pay all fees billed in connection with the Services, including, without limitation, the program fees related to the group-based Arc-Collective cohort program described on the Website ("Service Fees"). All Service Fees must be paid to the Company in full prior to the Consultant’s performance of the Services. The Service Fees are due to the Company no later than fourteen (14) days prior to Your first scheduled session. Any delay in the payment of the Service Fees may result in the Consultants delaying any provision of the Services. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by You hereunder.
 

If You (even if You are over the age of 18) use Your parent(s) or guardian(s) to pay the Service Fees to the Company (a “Payor”), the Payor will automatically be deemed a party to this Agreement and to have read, understood and agreed to its terms by virtue of making such payment. You and Your Payor acknowledge and agree that (i) this Agreement is available for review at all times on the Company’s Website, (ii) a link to this Agreement is included in the invoice email for payment of the Service Fees and (iii) payment of the Service Fees constitutes acceptance of this Agreement and its terms by the Payor (whether its You or Your parent(s) or guardian(s)). Failure to review the Agreement does not affect its validity or enforceability.

CLIENT UNDERSTANDS THAT SERVICE FEES ARE NON-REFUNDABLE. IN THE EVENT THE CONSULTANTS CANCEL THE SERVICES, THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE SERVICE FEES AS FOLLOWS: A) IN FULL IF CONSULTANTS CANCEL PRIOR TO THE SERVICES COMMENCING, OR B) ON A PRO-RATA BASIS IF THE CONSULTANTS CANCEL THE SERVICES AFTER IT HAS COMMENCED BUT PRIOR TO ITS PLANNED CONCLUSION.

Company will provide Client an invoice for payment of the Service Fees and subsequently via email communication confirmation of receipt of the Service Fees.
 

If Consultants’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, Consultants shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by You, in each case, to the extent arising directly or indirectly from such prevention or delay.
 

3.0 TERM AND TERMINATION
 

This Agreement shall commence upon Your clicking accept of this Agreement and shall expire after the delivery of the last Services, unless sooner terminated pursuant to this Section 3.
 

Either party, in its sole discretion, may terminate this Agreement, in whole or in part, at any time without cause, by providing at least two (2) days' prior written notice to the other party.
 

Upon completion or termination of this Agreement for any reason, Company shall, upon request, permanently delete all of Your personal information (defined below) stored electronically in any form within Company’s possession and also, within a commercially reasonable time, request to any third-party vendor(s) of the Website that all of Your personal information be deleted.
 

UPON COMPLETION OR TERMINATION OF THIS AGREEMENT, THE CLIENT'S OBLIGATIONS OF TERMS, CONFIDENTIALITY, AND USE OF MATERIALS AS OUTLINED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTION 6.0, AND ANY RIGHT OR OBLIGATION OF THE PARTIES IN THIS AGREEMENT WHICH, BY ITS NATURE, SHOULD SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT, SHALL SURVIVE THE EXPIRATION OF THE AGREEMENT.
 

4.0 LIMITATION OF LIABILITY
 

Consultants shall provide Services in professional, good-faith, judgment-based capacity. Consultants shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Client agrees that given the nature of the Services, outcomes are outside of Consultants’ direct control and cannot be warranted in any shape, form, or extent. Client assumes any and all risks of use or non-use of Consultant’s recommendations. Consultants are not responsible for Client’s outcomes including but not limited to securing job interviews, landing job offer(s), negotiating job offers, maintaining current employment, obtaining job promotions, obtaining compensation increases, securing new employment, impact to brand reputation and impact to current or future market competitiveness.
 

CLIENT ACKNOWLEDGES THAT THE SERVICES ARE ADVISORY IN NATURE AND DO NOT GUARANTEE ANY SPECIFIC OUTCOME. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE OUTCOMES OF SERVICES PROVIDED. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
 

5.0 PRIVACY POLICY; PERSONAL INFORMATION
 

We collect and use information directly via the Website that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household ("personal information").
 

We do not sell Your personal information, including sensitive personal information, to third parties and have not sold it in the preceding 12 months. We do not share Your personal information with third parties for cross-context behavioral advertising purposes and have not shared Your personal information in the preceding 12 months.
 

We may use and disclose the personal information we collect to advance the Company's business and commercial purposes, specifically to:
 

• Develop, offer, and provide You with our Services.

• Meet our obligations and enforce our rights arising from any contracts with You, including for billing or collections, or to comply with legal requirements.

• Improve our Services, marketing, or customer relationships and experiences.

• Notify You about changes to our Services and/or inform you of other Services.

• Administer our systems and conduct internal operations, including for troubleshooting, data analysis, testing, research, statistical, and survey purposes.

• Protect our Company, Sub-Contractors, employees, or operations.

• Manage Your relationship with us, including for online account creation, maintenance, and security.

• Perform data analytics and benchmarking.

• Administer and maintain the Company's systems and operations, including for safety purposes.

• Engage in corporate transactions requiring review of consumer records, such as for evaluating potential Company mergers and acquisitions.

• Comply with all applicable laws and regulations.

• Exercise or defend the legal rights of the Company and its employees.

• Respond to law enforcement requests and as required by applicable law or court order.
   

You have the right to request information regarding the type of personal information that we collect and to request the deletion of any personal information that we have collected from You and retained. Once we receive Your request and verify Your identity, we will delete Your personal information from our internal systems, unless a legal exception permits or requires us to retain it. We will also notify our Contractors to take appropriate steps to delete such information from their systems. The Company shall require each Contractor or Sub-Contractor to be contractually bound by privacy and data protection obligations at least as restrictive as those contained in this Agreement. We reserve the right to update this Privacy Policy at any time, and any such updates will be effective immediately upon posting to the Company's Website.
 

Please note that in connection with the Services, Your personal information may be shared with third-party service providers, including the third-party website hosting platform that supports the Company's Website and related operations. Upon Your request, we will take reasonable steps to request that such third-party service providers delete Your personal information; however, we cannot guarantee that third parties will comply with such requests, and we disclaim any liability for the acts or omissions of third parties outside of our direct control.
 

6.0 INTELLECTUAL PROPERTY; CONFIDENTIALITY
 

Client agrees that Consultants' knowledge and expertise is built upon decades of professional experience and is proprietary, confidential information of the Company and form the basis of competitive differentiation and sustainability in the market.
 

Client agrees to maintain all information (whether communicated verbally and/or in written form), knowledge, tips, tools, guidelines, assets, and other materials provided by the Consultants as strictly confidential and Client shall not provide such to any others without prior written consent from the Company. Unauthorized dissemination of confidential information may cause irreparable harm to the Company, and compensatory damages cannot adequately cover such harm.

 

Client agrees that Company can state publicly in general (e.g. on Website) that Consultants are providing consulting services to Client, and reference Client by either only first name or first name and initial of last name, unless otherwise permitted by Client.
 

Client acknowledges and agrees that Consultants may video and audio record consulting sessions, including group sessions, for purposes including, but not limited to: (a) internal review and training to improve the quality of Services, (b) providing mock interview or coaching session recordings to Clients for Client’s personal review and professional development, (c) promotional and marketing purposes to showcase the Consultants’ service offerings and (d) other business-related functions in support of the Consultants’ Services. Client may opt out of video and audio recording for one-on-one sessions by providing prior written notice to Consultants. However, video and audio recording may be required for group sessions and, in such cases, Clients may not opt out. All recordings will be stored and used in accordance with the Company’s Privacy Policy, which governs the collection, use, and protection of personal information. By participating in recorded sessions, Client expressly consents to such recording and use as described above.
 

The Company name, logo, and all related names, logos, product and service names, designs, and slogans, including ArtemArc (which is a service offering of the Company), are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
 

You acknowledge that a breach of Section 6 (Intellectual Property; Confidentiality) may cause the Company irreparable damages, for which an award of damages would not be adequate compensation and agree that, in the event of such breach or threatened breach, the Company will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
 

THE OBLIGATIONS SET FORTH IN THIS SECTION SHALL SURVIVE THE COMPLETION OR TERMINATION OF THIS AGREEMENT.
 

7.0 LEGAL COMPLIANCE
 

The performance of the Services shall be, at all times, in strict accordance with the law, and the reasonable and safe methods of practices of Consultants’ profession and with the general practices of consulting professional ethics and customs.
 

8.0 INDEMNIFICATION
 

The Client agrees to defend, indemnify and hold harmless the Company, its Consultants, affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, losses, damages, judgments, awards, costs, expenses, fees (including reasonable attorneys’ fees) or liabilities in connection with the Client’s actions, decisions, or reliance on the Services provided under this Agreement or Your use of the Website.
 

9.0 DISPUTE RESOLUTION
 

In the event of any dispute arising out of or relating to this Agreement, or the breach, termination, interpretation, or validity thereof, the parties shall first attempt to resolve it through good-faith negotiations. If unresolved within thirty (30) days, the dispute shall proceed to mediation under the rules of the American Arbitration Association. If mediation fails, the dispute shall be settled by binding arbitration in Fairfax County, Virginia. The decision of the arbitrator shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. The Parties agree that the prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such arbitration.
 

YOU WAIVE ANY RIGHT TO A TRIAL BY JURY. YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND THE COMPANY ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
 

10.0 CHOICE OF LAW & JURISDICTION
 

This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule. Any disputes shall be resolved exclusively in the state or federal courts of Fairfax County, Virginia.
 

11.0 WAIVER
 

No waiver by the Company of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
 

12.0 CHANGES
 

We may revise and update this Agreement and/or Website from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. 

Your continued use of the Website following the posting of the revised Agreement means that You accept and agree to the changes. You are expected to check this page from time to time so You are aware of any changes, as they are binding on You.
 

13.0 FORCE MAJEURE
 

Neither party shall be liable for failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, labor disputes, and governmental actions.
 

14.0 ENTIRE AGREEMENT
 

This Agreement constitutes the entire understanding between the Parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether oral or written. By paying the Service Fees or ‘checking the box’ on the Website and proceeding, the Client (and Payor) acknowledges that they have read, understood, and agreed to be bound by all the terms and conditions set forth in this Agreement. This electronic acceptance shall be deemed to have the same legal effect as a handwritten signature.

 

Version 050125v2

 

4937-4404-6909, v. 2

 

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