Terms and Conditions

GRADITUDE CONSULTING, LLC STANDARD TERMS AND CONDITIONS THE

PARTIES. These GRADITUDE Consulting, LLC Standard Terms and Conditions (“Standard Terms”)

apply to all transactions and purchases by and between GRADITUDE Consulting, LLC (hereafter

“GRADITUDE”) with an address of 13305 Glen Echo Circle, Herndon, VA 20171 and Client whose

address, email address and phone number have been separately provided to GRADITUDE.

GRADITUDE and Client are each referred to herein as a “Party” and collectively as the “Parties.” The

word “Client” shall also mean “Student”. The words “university” and “college” are intended to have the

same meaning in these Terms.

1. APPLICABLE TERMS AND CONDITIONS. These Terms and Conditions exclusively govern

Client’s access to and use of this Service. You understand that your access to/use of the Service

is conditioned on your acceptance of and compliance with these Terms and Conditions

and you agree to be bound by these Terms and Conditions.

2. SERVICES. GRADITUDE agrees to provide consulting to Client in the area of undergraduate

or graduate admissions consulting, essay editing and strategic recommendations (hereafter

“Services’. The Services shall be provided in the location and schedule and by the means

set forth in the package selected by Client.

3. FEES AND PAYMENT. Client shall timely all payments and fees based on the package

selected in Client’s shopping cart. Any payments not timely made shall be subject to

reasonable attorney fees, collection costs and court expenses. All fees must be paid by

credit or debit card. We do not charge any extra credit card processing fees. By submitting

your credit or debit card for payment, you are hereby giving us permission to charge your

card for the full purchase price based on the package you have selected. If your credit card

or debit card is declined, the transaction will not be approved and no Services shall

commence. Once we have your electronic approval of these terms and your credit or debit

card purchase has been properly confirmed and processed, at this juncture, our Services

work will begin.

4. TERM. The Term herein begins as soon as Client has paid the applicable fees and agreed to

these Terms and Conditions. The Term ends when the package you have chosen expires.

The Client may cancel a scheduled session only by mutual agreement and only with 24

hours’ notice.

5. TIMELINESS AND COOPERATION. Client understands that GRADITUDE may undertake

consulting commitments to students across the country spanning multiple time zones. As

such Client understands and agrees that should Client arrives 15 minutes or more late to a

scheduled session, GRADITUDE is under no obligation to extend the session and Client

may be considered a “no show,” in which case the Client will be charged full price for the

session regardless of whether any GRADITUDE Services are provided.

6. GRADITUDE CONSULTANT OBLIGATIONS. The GRADITUDE Consultant shall use

commercially reasonable efforts to provide timely and helpful advice to Client to help

improve Client’s chances of gaining admission to an undergraduate or graduate

educational institution. Client is qualified and wishes to enter. GRADITUDE shall at all

times treat Client with courtesy and professionalism.

7. CLIENT OBLIGATIONS. The Client agrees to be prepared for each session, including having

all essays, applicant information, materials, instructions, or other items necessary for

GRADITUDE’S Services to be effective. Client shall advise GRADITUDE of any

technology or other requirements which are necessary for GRADITUDE’S Services to be

effective, including how to use any educational technology or learning management

systems that the Client requires. GRADITUDE shall not be responsible for any such costs

related to any such technology, software, hardware or other equipment. All information

provided by Client shall be truthful and documentable. Client represents and warrantsthey

have the authority to share any information transmitted or provided to GRADITUDE by

Client.

8. PERSONAL DATA. Personal data may include but is not limited to, information or data that

identifies, relates to, describes, or can reasonably be linked directly or indirectly with a

specific person and may include identifiers such as name, IP address, credit card number,

commercial data, biometric info, geolocation, date of birth, social security number,

health data, driver’s license number, and inferences drawn to create profiles. When you

utilize our Service, we may collect such information solely for the purpose of processing

payment or assisting you with your application for admission. and will not be accepted

by GRADITUDE to properly assist Client with the Client’s essay, personal statement or

application materials.

By providing personal data to GRADITUDE, Client is expressly providing your

permission to use and store such information for the purpose outlined in these Terms.

GRADITUDE shall make commercially reasonable efforts to properly protect such

information for security purposes however given the nature and risk of transmitting

information utilizing the Internet, we make no guarantees regarding the security or safe

transmission of your Personal Data and you do so at your own risk. Client agrees to

indemnify, defend and hold GRADITUDE harmless from any claim, demand, damage

or loss related to a breach of this representation and warranty.

9. NO EXPRESS OR IMPLIED WARRANTIES. The Service is provided to you and made

available on an “AS IS” and “AS AVAILABLE” and with all faults and defects without

warranty of any kind or nature. Client understands and acknowledges that whether a

university accepts a student for admission is entirely within the discretion of the

educational institution and Client acknowledges and agrees, GRADITUDE does not

guarantee or warrant any results in terms of Client’s application to a university. Some

jurisdictions may not permit the exclusion of certain types of limitations on remedies,

warranties or liability. To the extent legally required, some or all of the above exclusions

and limitations may not apply in your situation. But in such a case the exclusions and

limitations set forth in this section shall be applied to the greatest extent enforceable

under applicable law. GRADITUDE MAKES NO WARRANTIES WHETHER

EXPRESS OR IMPLIED AND FULLY DISCLAIMS ALL WARRANTIES OR

MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT OR

THAT OUR SERVICES WILL BE PROVIDED IN A CORRECT, UNINTERRUPTED

OR ERROR FREE WAY. YOU ACKNOWLEDGE AND AGREE AND WAIVE ALL

LIABILITY ON THE PART OF GRADITUDE FOR ANY VIRUS, MALWARE,

DENIAL OF SERVICE, RANSOMWARE ATTACK OR OTHER HARMFUL

INTERNET CRIME OR TORT.

10. MISCELLANEOUS. GRADITUDE and the Client agree to the following:

a. Confidentiality. Client understands that in order to provide effective and helpful

consulting Services, GRADITUDE may need to share its’ confidential and/or

proprietary techniques and confidential information with Client. Client agrees they

will not share any GRADITUDE confidential information with any other student,

parent or third party without GRADITUDE written permission. Notwithstanding the

forgoing, GRADITUDE agrees any information and consulting advice provided by

GRADITUDE to specifically be included in an application to the specific

undergraduate or graduate program mutually agreed to, may of course be shared by

Client with that specific educational institution.

b. Compliance with Law. Client represents and warrants that you are a legal resident

of the United States, are not a resident of another country nor are you subject to any

United States embargo, Department of Treasury or Department of Commerce lists

of prohibited or denied parties. Client understands and agrees they will at all times

comply with any applicable laws and regulations and the provisions in these Terms.

c. Independent Contractor. GRADITUDE shall at all times be considered an

independent Contractor for the purposes of these Terms. GRADITUDE will

maintain its ‘own independent business and except as specifically noted in these

Terms, will use their own tools and equipment.

d. Intellectual Property. Client acknowledges and agrees that GRADITUDE is the sole

and exclusive owner of all patents, trademarks, copyrights, know-how, confidential

information and other intellectual property related to the Services provided. Any

improvements to the Service suggested by or through you shall become the exclusive

property of GRADITUDE. Gratitude grants you a limited, non-transferrable license

without the right to sublicense or transfer any Intellectual Property created during

the Services for the sole purpose of including same in your undergraduate or graduate

school application for admission and not for any other purpose. Such limited license

is conditioned on you having previously made payment in full.

e. Release and Permission. Client agrees that GRADITUDE may use your

information on a generic basis without using your surname is a case study or as

a promotional marketing and advertising piece. Client specifically consents to

such use by utilizing the Services.

f. Taxes. Any taxes due as part of the GRADITUDE in providing their Services are

the sole responsibility of the GRADITUDE.

g. Liability and Indemnification. GRADITUDE, its’ owners, directors, officers and

employees shall not be liable for indirect, incidental, or consequential damages of any

kind or nature, with respect to any claim related to the Services provided. Any claims

of any kind for direct damages shall be limited to and capped at the amount paid by

Client to Gratitude in the three months prior to the time the claim is made. Client

agrees to indemnify, defend and hold GRADITUDE, its’ owners, directors, officers

and employees harmless form and against all third party or other claim, lawsuit or

liability related to the GRADITUDE including all reasonable legal fees provided that

such loss or damage was not caused solely due to the fault or negligence of the

GRADITUDE.

11. GOVERNING LAW AND VENUE. These Terms shall be construed and governed in

accordance with the laws of the Commonwealth of Virginia. Any claim asserted by Client

shall be subject to arbitration according to the rules of the American Arbitration

Association. Any such claim shall be venued exclusively in Herndon, Virginia. Client

specifically waives any right to a jury trial.

12. SEVERABILITY. Should any provision of these Terms be determined to be void, invalid,

unenforceable, or illegal for whatever reason, such provision(s) shall be null and void;

provided, however, that the remaining provisions of these Terms shall be unaffected

thereby and shall continue to be valid and enforceable.

13. ENTIRE AGREEMENT. These Terms constitute the entire understanding between the

Parties. No modification or amendment of these Terms shall be effective unless in writing

and signed by both Parties.

14. WAIVER. Any waiver of any provision or requirement in either Parties’ performance of an

obligation under these Terms shall not adversely affect that Parties’ ability to exercise

such right or require such performance at a later time.