Each Proposal  (“Proposal”) issued by GritBase (“GritBase”) shall be governed by these terms and conditions of service (“Terms and Conditions”) whereas GritBase and GritBase’s client (“Client”) are in mutual agreement with respect to provision of the presentation services GritBase will provide Client. By acceptance of a Proposal, Client agrees to and accepts these Terms and Conditions or those set forth in an applicable Proposal. No other terms or conditions, including, but not limited to, any terms and conditions set forth in a document issued by Client, will be binding upon the parties unless accepted by them in a writing signed by both parties.

1. Structure
(a) Proposals. These Terms and Conditions sets out the general terms and conditions applicable to the Services (defined below) GritBase may provide under a specific Proposal. Each Proposal shall describe a specific project or set of Services, shall be subject to these Terms and Conditions, and shall be signed and agreed upon by both parties. Each Proposal shall include a description of the Services to be performed, the fees to be charged for such Services, and such other matters as the parties may agree. Each Proposal, together with these Terms and Conditions, shall together constitute an independent agreement. No work on a particular project will begin unless and until the parties agree to and sign a Proposal.

(b) Priority. Each Proposal may supplement or elaborate on these Terms and Conditions. If there is a conflict between any term of these Terms and Conditions and a Proposal, in that instance the conflicting terms in the Proposal shall control, but only for that The parties specifically object to any additional, different, or conflicting terms or conditions in any form document generated by a party and such provisions shall have no effect on these Terms and Conditions or any Proposal.

2. Service Description
(a) General. Once GritBase receives payment due upon execution as prescribed by the applicable Proposal and the Proposal is signed by both parties, GritBase will provide the Coaching Services (collectively, “Services”) as described below if designated in the applicable

(b) Coaching Services. GritBase will provide the coaching services (the “Coaching Services”) described in the applicable Proposal to Client can expect to be involved in multiple phases of its own project.

(c) Speaking Services. GritBase will provide the training services (the “Speaking Services”) described in the applicable Proposal to Training Services may include a program that teaches Client how to incorporate mental performance strategies to enhance athletic performance..

(d) Deliverables. In the course of providing the Coaching Services, GritBase will provide mental performance coaching and guidance to the Client via a virtual environment or in-person.

3. Client Obligations

(a) Client Obligations. Client shall designate a person to serve as GritBase’s primary point of contact and Client’s authorized representative with respect to the project identified in the Proposal.

(b) Communication. Client is expected to review any Documents that are requested to be created under this engagement within a timely fashion.

4.   Billing & Payments (fees and expenses)
(a) Pricing. In consideration for the Services provided by GritBase, Client will pay GritBase the fees set forth on the applicable Proposal. Client understands that Client may not want or need all of the Deliverables or Services made available by GritBase, and Client agrees and acknowledges that if Client does not desire to receive or use all of the Deliverables or Services made available, Client is not entitled to any reduction in the fee. Client shall reimburse GritBase for all reasonable expenses incurred by GritBase in the course of performing the Services.

(b) Deposit and Payment. If Client does not consent to or pass a credit check, Client shall pay the full amount of the fees set forth on the applicable Proposal to GritBase upon execution of the Proposal. Upon execution of the Proposal and/or if it becomes necessary for the Client to consent to and pass a credit check, Client shall pay GritBase one half (50%) of the fees as a non-refundable deposit for the Client’s security of performance as per the terms set forth in the applicable Proposal.  Client shall reimburse GritBase for all reasonable pre-approved expenses incurred by GritBase in the course of providing services. If Client pays a non-refundable deposit (one half of the fees) as set forth in the applicable Proposal upon execution of the Proposal, Client shall pay the remaining balance of the fees within fifteen (15) days of the date of GritBase’s final invoice, which shall issue on the earlier of completion of the Services or three (3) months following the Proposal Effective Date. Invoices will contain information with regard to the Services provided by GritBase and any additional expenses or charges. All payments shall be made in U.S. Dollars. Payments which have been remitted and unused shall be considered non-refundable as of one year after the date of remittance.

(c) Taxes. The fees set forth on the Proposal do not include any federal, state or local taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes on any amounts payable by Client However, Client shall not be responsible for any taxes imposed on or with respect to GritBase’s income.

(d) Interest. All late payments shall bear a service charge of the lesser of the rate of one percent (1%) per month, or the highest rate permitted under applicable law, on the unpaid balance from the due date until received by GritBase and such amount shall be calculated daily and compounded Client shall reimburse GritBase for all costs incurred (including reasonable attorneys’ fees) in collecting any late payments or otherwise resulting from Client’s failure to remit payments when due, including, but not limited to, collection agency charges and costs and reasonable attorneys’ fees and costs. In addition to all other remedies available at law or in equity, GritBase may suspend the Services if Client fails to make timely payment and fails to make payment within five (5) days of notice of the breach.

5. Term
(a) Term. The term of these Terms and Conditions will commence on the Proposal Effective Date and will continue in full force and effect until such time as Services have been rendered unless terminated earlier in accordance with these Terms and Conditions. If the Proposal has not been fully performed at the time one party notifies the other of a desire to terminate the Proposal, Client shall pay GritBase the amount due for Services performed under the Proposal prior to the effective date of termination.

(b) Termination. The parties may terminate the Proposal upon mutual written consent at any time. Either party may terminate the Proposal on written notice if the other party fails to cure a breach within thirty (30) days’ of written notice of the breach or if the other party commits an incurable breach. Either party may terminate the Proposal immediately upon notice to the other if the other becomes unable to pay its debts as they come due, files or has filed against it a petition in bankruptcy, has a receiver appointed to wind up its business, or otherwise experiences an insolvency.

(c) Effect of Termination. The termination of the Proposal shall not affect the respective rights and obligations of the parties arising before the effective date of termination, and shall not limit the parties’ rights and remedies under applicable law or Termination in accordance with this Section 5 shall not constitute breach of these Terms and Conditions.

(d) Retainers. In the event of a retainer as described in the associated Proposal, Client acknowledges that significant resource allocation and accommodations which will be made by GritBase. Therefore, Client understands that even if Client does not desire to receive or use all of the Deliverables and/or hours allocated for the fee set forth on the applicable Proposal, Client is not entitled to any reduction in the fee.

(e) Survival. Sections 3, 4, 5, 6(e), 7, 8, and any right or obligation of a party that, by its nature, is intended to survive termination of any Proposal and shall survive any termination or expiration of any Proposal.

6.   Disclaimer; Indemnification; Limitation of Liability
(a) Disclaimer. THE SERVICES AND ALL MATERIALS AND INFORMATION PROVIDED BY GRITBASE (INCLUDING ALL STOCK MATERIALS AND DELIVERABLES) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND GRITBASE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. GRITBASE ASSUMES NO LIABILITY FOR LOSS OR DAMAGE TO COMMERCIAL MATERIAL OR OTHER PROPERTY FURNISHED TO GRITBASE BY CLIENT GRITBASE IS NOT RESPONSIBLE FOR ANY CHANGES TO THE TERMS AND CONDITIONS OF USE ASSOCIATED WITH THE SOURCES OF THE STOCK MATERIALS OR THIRD PARTY MATERIALS. GRITBASE IS NOT RESPONSIBLE FOR CLIENT’S USE OR MISUSE OF STOCK MATERIALS OR THIRD PARTY MATERIALS.

(b) Client Indemnification. Client shall reimburse, indemnify, defend, and hold GritBase harmless from and against any and all losses, claims, causes of action, liabilities, damages, settlement amounts, deficiencies, costs and expenses (including reasonable attorneys’ fees) incurred in connection with any third-party claims, demands, suits or proceedings made or brought against GritBase arising out of or related to (i) any Client Materials, Stock Materials, or Third Party Materials, or GritBase’s use of them in accordance with Client’s instructions or the applicable licensing terms, or Client’s use or misuse of them in any way, (ii) any actual or alleged breach of these Terms and Conditions by Client, (iii) any modifications or revisions to the Deliverables made by anyone other than GritBase, (iv) any breach of the licensing terms and conditions of Stock Materials or Third Party Materials by Client, (v) any violations of copyright, trade secret, trademark, privacy rights, publicity rights, and other intellectual property rights arising out of or related to Client’s revisions to the Final Draft or the use of the Deliverables.

(c) GritBase Indemnification. GritBase shall reimburse, indemnify, defend, and hold Client harmless from and against any and all losses, claims, causes of action, liabilities, damages, settlement amounts, deficiencies, costs and expenses (including reasonable attorney’s fees) incurred in connection with any third-party claims, demands, suits or proceedings made or brought against Client arising out of or related to (i) any actual or alleged material breach of these Terms and Conditions by GritBase, (ii) Client’s use of any Stock Materials or Third Party Materials in accordance with GritBase’s specific instructions, or (iii) any breach of the licensing terms and conditions of Stock Materials or Third Party Materials by GritBase.

(d) Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF ANY PROPOSAL. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY PROPOSAL EXCEED THE AMOUNTS PAID BY CLIENT TO GRITBASE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM AND IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO A PARTICULAR PROPOSAL EXCEED THE AMOUNTS PAID BY CLIENT TO GRITBASE UNDER THAT PROPOSAL.

8. General
(a) Notice. All notices required under these Terms and Conditions shall be in writing sent by electronic mail unless changed by notice pursuant to this Section 8(a).

(b) No waiver. Failure of a party to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.

(c) No Assignment. Neither a specific Proposal, nor any of the rights or obligations under a specific Proposal, may be assigned, delegated, or transferred by Client without first obtaining GritBase’s consent and GritBase shall not be required to provide Services hereunder for the benefit of any person other than Client. A change in control shall be considered an assignment for purposes of this Section 8(c).

(d) Remedies. Except as otherwise expressly stated in these Terms and Conditions, all remedies are cumulative and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other.

(e) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.

(f) Force Majeure. GritBase shall be excused for failure or delay in performance when and to the extent that performance is prevented or delayed by any government authority, act of God, Client, disaster, terrorism, tornado, flood, fire, or other similar event beyond such GritBase’s reasonable control.

(g) Integration. These Terms and Conditions along with an applicable Proposal together contains the entire agreement between the parties relating to the subject matter herein contained, supersedes all prior and contemporaneous agreements of the same subject. No change or modification of any of its provisions shall be effective unless made in writing and signed by both parties.

(h) Jurisdiction; Venue. These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Tennessee, without regard to its conflicts of laws rules. Each party hereby irrevocably submits to the sole and exclusive jurisdiction of the state and federal courts located in Nashville, Tennessee for purposes of any action, suit or proceeding arising out of these Terms and Conditions or the relationship between the parties.

LAST UPDATED: JANUARY 2024