IQVELOCITY GENERAL TERMS AND CONDITIONS
PARTIES–The parties to this Agreement are IQVelocity Inc. (“IQVelocity”) and the party named in the customer identification on the front of the QUOTATION (“Customer”).
Scope of Work. Subject to the terms hereof, IQVelocity, acting solely as an independent contractor, shall provide to the Customer education delivery services, consulting services, or advisory services including any deliverables (the “Services”), as are described in any provided Statements of Work attached to the QUOTATION. The Services will be performed by qualified personnel in a professional manner consistent with industry standards.
Price and Payment. The Customer shall pay IQVelocity the price set forth on the face of the QUOTATION as the total for products and services. Customer shall pay invoiced amounts, if any, as follows: FOR CONSULTING SERVICES: payment due dates are fifty percent (50%) upfront and fifty percent (50%) upon completion. Customer agrees to pay any additional (T&E) travel and related expenses at actuals, and due upon receipt of invoice. FOR LEARNING PASSES, INDIVIDUAL VIRTUAL CLASS SEATS OR CLASSROOM-BOOTCAMP SEATS: all IQVelocity education delivery services are classified as training credits or passes and have a payment due date of Prepaid. Invoices are due within the stated terms agreed to on the face of the QUOTATION. Payment in full must be received prior to attending any classes, classroom or virtual. FOR PRODUCTS, HARDWARE, SOFTWARE OR OTHER: Payment due dates are Net 30 and or what is stated on the face of the QUOTATION. Payments via check must be drawn on a U.S. Bank Account. IQVelocity accepts VISA, MasterCard, American Express, and U.S. government credit cards. For non-U.S. credit card users, charges will be in U.S. funds and will be converted by your credit card company-issuer. Prepayment is required from you if enrollee lives outside the United States. Pricing, registration terms, and conditions are subject to change without notice. Late payments accrue interest at one and one-half percent per month from invoice date until paid, including post-judgment, if payment is not made by the due date, and a re-billing charge of $3.50 per re-billing. IQVelocity retains a purchase money security interest in all products sold hereunder. Notwithstanding the accrual of interest, if payment is not made by the due date, IQVelocity shall have the right to pursue all remedies available to it to effect collection of the full amount owed, including interest, expenses, and damages, both consequential and incidental. If collection is required, Customer shall pay reasonable attorneys’ fees and all reasonable expenses incurred by IQVelocity in enforcing this Agreement. Any outstanding indebtedness (account receivable) may be sold or assigned and the provisions of this Agreement shall inure to the benefit of successors and assigns.
Taxes. Any tax or related charge resulting from this Agreement or any activities hereunder, exclusive of tax based on net income, that IQVelocity shall be required to pay to or collect for any government shall be billed to Customer as a separate item and shall be paid by Customer, unless a valid exemption certificate is furnished by Customer to IQVelocity
Customer Responsibilities. Customer shall fully and accurately complete any applicable IQVelocity Service Activation Profile, if any, and provide IQVelocity with necessary and reasonable information that may be needed to provide any post sale scopes of work, custom education delivery curriculum plans, etc. Customer shall also provide all information, good faith cooperation deemed necessary by IQVelocity for it to perform the Services. Customer shall designate in writing a person as its primary administrative contact (“Administrative Contact”) to whom all IQVelocity communications will be addressed and who will have the authority to act on Customer’s behalf in all matters regarding this Agreement. Customer shall designate in writing a person as Customer’s primary technical contact (“Technical Contact”) with who IQVelocity is to communicate when providing Services. If Customer fails or delays in its performance of any of the foregoing, IQVelocity shall be relieved of its obligations hereunder to the extent its obligations are dependent on Customer’s performance. Customer permits IQVelocity to reference Customer in publicity related to IQVelocity’s Services. FOR AMERICANS WITH DISABILITIES ACT: It is Customer’s responsibility, prior to attending any classroom or virtual class, to mention in writing any special accommodations you require in order to attend and benefit from the services acquired from IQVelocity.
Insurance. Upon written request, IQVelocity will supply Customer a description of its existing insurance coverage.
Infringement. All IQVelocity courses, learning passes, live lectures, service delivery outlines, and provided curriculum agendas are copyrighted. Any unauthorized duplication of such and related items is not allowed. It is illegal to re-sell and re-distribute IQVelocity materials. If any Service provided by IQVelocity to Customer is found to infringe any US patent, then IQVelocity will indemnify Customer for the damages finally awarded by a court on account of the infringement of the Services as provided by IQVelocity. If any Service is found to infringe a US patent, or in the opinion of IQVelocity is likely to infringe a US patent, then IQVelocity, at its option, will re-perform the Services to avoid the infringement or refund the amounts paid by Customer for the infringing Services. The rights and remedies stated in this paragraph are IQVelocity’s sole obligations with respect to infringement.
Non-Disclosure. Customer shall not provide under, or have provided in contemplation of, this Agreement any idea, data, program, technical, business or other intangible information, however conveyed, or any document, print, tape, disk, semiconductor memory or other information-conveying tangible article, unless Customer has the right to do so and Customer shall not view any of the foregoing as confidential or proprietary.
Warranty and Disclaimer. FOR SERVICES, EDUCATION DELIVERY, OR CONSULTING: IQVelocity warrants the Services will be performed in a workmanlike manner. IQVelocity makes no warranty that the Services furnished to Customer and recommendations will be error-free. Customer acknowledges that the Services and recommendations are not provided with an absolute fail-safe guaranty. Any claim for breach of this service warranty must be made by written notice within two weeks following the date of completion of the service for which the claim was made. FOR PRODUCTS, HARDWARE, SOFTWARE OR OTHER: IQVelocity hereby assigns to Customer the warranty given to IQVelocity by any of its supplier’s if they exist. At Customer’s request, IQVelocity or its supplier will provide to Customer a written statement of its supplier’s warranty. If products are provided to customer by IQVelocity and if applicable, IQVelocity does not warrant software, hardware, or products to be error free. If any defect in material appears in the material or products furnished under this Agreement, IQVelocity will, at its option, either repair or replace the defective materials or products without charge or credit or refund the purchase price of the defective material or product, provided that: (i) the defect appears within the applicable warranty period or thirty days, whichever is less, (ii) Customer notifies IQVelocity in writing of the claimed defect promptly after Customer knows or reasonably should know of the claimed defect, and (iii) IQVelocity’s examination of the material discloses that the claimed defect actually exists. EXCEPT AS EXPRESSLY PROVIDED IN THE QUOTATION AND ITS ATTACHMENTS, IQVELOCITY MAKES AND CUSTOMER RECEIVES ABSOLUTELY NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDED ARE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.
Return Policy/Cancellation. FOR CONSULTING SERVICES: all custom services delivered by IQVelocity are considered final and subject to the Warranty clause in this agreement. FOR LEARNING PASSES, INDIVIDUAL VIRTUAL CLASS SEATS OR CLASSROOM-BOOTCAMP SEATS: Students have three (3) business days after purchase to cancel without incurring any fees. After that, if students are unable to make the registered and purchased class, students are given the option to attend a substitute offering of equal value and quality. If IQVelocity has to cancel a class, classroom or virtual, due to marketplace conditions or other reasons beyond its control (Force Majeure), IQVelocity is obligated to provide student with the option to attend a substitute future offering of equal value and quality. Cancellation from either party does not relieve Customer payment obligations. Customers who miss or cancel their reservations under an IQVelocity Learning Pass are able to re-register for future live classes, within their subscription period, under the then current published Learning Pass criteria and schedule. All cancellation notifications, for any reason should be immediately emailed to learning@iqvelocity.com. Any student substitutions must be done so in writing at least 15 business days prior to the start date of the class. FOR PRODUCTS, HARDWARE, SOFTWARE OR OTHER: IQVelocity will accept return of products furnished to Customer, provided (1)Customer notifies IQVelocity in writing that Customer wishes to return the product, (2)IQVelocity receives authorization from the manufacturer, if applicable, of the product to be returned for the product to be returned to the manufacturer, (3) IQVelocity notifies Customer in writing that return of the product is authorized, and (4) Customer ships the product to the destination at Customer’s expense. Customer has full risk of loss of the product until it has been accepted at the destination. IQVelocity has no obligation to accept returned products unless the manufacturer of the product authorizes return of the product to the manufacturer. Notwithstanding authorization for return, Customer is not relieved of its obligation to pay for the product as provided in the clause Price and Payment. When IQVelocity receives the refund from the manufacturer, IQVelocity will credit Customer’s account with the purchase price stated in the original QUOTATION. Customer remains liable for any interest or other charges. If the credit results in an amount due Customer, IQVelocity will refund the amount to the Customer within thirty days.
Force Majeure. IQVelocity shall not be held responsible for any delay or failure in performance to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, act of God, inability to secure raw material or transportation facilities, act or omission of carriers or suppliers or any other causes beyond its control whether or not similar to the foregoing.
Limitation of Liability. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IQVELOCITY SHALL IN NO EVENT BE LIABLE TO CUSTOMER OR TO ANY PERSON OR COMPANY USING ANY PRODUCT OR SERVICE SUPPLIED UNDER THIS AGREEMENT FOR ALLEGED LOST PROFITS, LOST REVENUES, DOWNTIME, OR OTHER ALLEGED INDIRECT, SPECIAL, RELIANCE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM OR THE USE OR PERFORMANCE OF THE MATERIAL, WHETHER IN AN ACTION ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. IQVELOCITY’S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE REPAIR OR REPLACEMENT COST OR PURCHASE PRICE, WHICHEVER IS LOWER, OF THE ITEM OR SERVICE THAT DIRECTLY GIVES RISE TO THE CLAIM. NO ACTION OR PROCEEDING AGAINST IQVELOCITY MAY BE COMMENCED MORE THAN EIGHTEEN (12) MONTHS AFTER THE MATERIAL IS INITIALLY SHIPPED OR THE SERVICES ARE PERFORMED. THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY. IQVELOCITY SHALL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES THAT ARISE FROM THE USE OF A PRODUCT AS PART OF OR IN COMBINATION WITH ANY DEVICES, PARTS OR SOFTWARE NOT PROVIDED BY IQVELOCITY, THAT IS INCONSISTENT WITH THE DESIGNED PURPOSE OF THE PRODUCT. THE ABOVE EXCLUSIONS APPLY TO THE EXTENT THAT THE DAMAGES WOULD HAVE BEEN AVOIDED BUT FOR SUCH USE OR COMBINATION. Notwithstanding the above, Customer will indemnify and hold IQVelocity harmless from any and all third party claims brought against IQVelocity that arise out of any network disruption.
Entire Agreement. This Agreement shall incorporate the typed, written and printed provisions on IQVelocity’s QUOTATION and the documents attached thereto and shall be binding upon the parties’ respective successors and permitted assigns. Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of IQVelocity. All provisions on Customer’s forms shall be deemed deleted. Additional or different provisions inserted in this Agreement by Customer, or deletions thereto, whether by alterations, addenda, or otherwise, shall be of no force and effect, unless expressly consented to by IQVelocity in writing. Estimates or forecasts furnished by IQVelocity shall not constitute commitments. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written QUOTATIONs, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement. This Agreement sets forth the entire understanding of the parties as to the subject matter herein and may not be modified except in writing executed by both parties. The headings of the clauses in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas (without regard to principles of conflicts of law). A failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of any right hereunder.
Non-exclusive Remedies. The rights and remedies of the parties as set forth herein are not exclusive and are in addition to any other rights and remedies available to it in law or in equity.
Title, Transportation and Delivery. Title (except as provided in the paragraph Non-Disclosure) and risk of loss or damage to material shall pass to Customer at the time IQVelocity or its supplier delivers possession of the material to a carrier or to Customer if there is no carrier. IQVelocity will make carrier selection based on current rates, reliability and transit schedules, and Customer agrees to pre-pay freight and delivery charges, including insurance costs if specifically requested by Customer.
License. FOR LEARNING PASSES, INDIVIDUAL VIRTUAL CLASS SEATS OR CLASSROOM-BOOTCAMP SEATS: all IQVelocity students receive their access to education via a Named User license. For Learning Pass subscribers, the users have to be named within a reasonable period of time after purchase. Customer has the right to request a change in named users within the Learning Pass subscription period for a transfer fee of US $150 per person. All other individual seats, classroom-bootcamp or virtual, can be substituted based on the Substitution policy. FOR PRODUCTS, HARDWARE, SOFTWARE OR OTHER: IQVelocity, to the extent permitted by its suppliers, grants to Customer a personal, nontransferable and nonexclusive license to use licensed materials on a designated processor for Customer’s own business operations. If software or firmware provided under this Agreement contains a separate supplier license, Customer hereby agrees to be bound by the terms of that license, and, in the event of any conflict, the terms of the supplier’s license shall control over the terms of IQVelocity’s grant of license.
