AMBDavis Equity Coaching, LLC shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services.

The client agrees that, in the event that AMBDavis Equity Coaching, LLC is determined to be liable for any such loss, the Client’s sole remedy against AMBDavis Equity Coaching, LLC is limited to a refund of payments made by the client for said Services, less expenses paid to subcontractors or to third parties.

AMBDavis Equity Coaching, LLC is not responsible for errors which result from faulty or incomplete information supplied by the Client.

AMBDavis Equity Coaching does not guarantee specific results or positive outcomes. Examples of results or outcomes may be shared with the Client for demonstrative purposes only and should not be construed by the Client as indicating any promised level of results.

The Parties, their employees, subsidiaries, affiliates, agents and assigns, shall not disclose any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement.

The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information.

Information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding products, services, vendors,
training manuals, operating procedures, policies, strategic plans, business plans, intellectual property, information about a Party’s employees/ volunteers/ Board, and any marked confidential or Proprietary Information belonging to or related to a Party’s affairs.

Proprietary Information does not include any information: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement, and nothing in this Agreement shall prohibit or limit the receiving Party’s use of such information.

In a dispute, the receiving Party will bear the burden of proving that any portion of the Proprietary Information was previously known, independently developed, or rightfully acquired by the receiving Party per the categories listed here.

The Parties acknowledge that AMBDavis Equity Coaching, LLC will process information defined as personal data or personal information under applicable data protection and privacy laws on behalf of Client pursuant to or in connection with contractual agreements. AMBDavis Equity Coaching, LLC shall maintain appropriate technical, organizational and administrative measures designed to protect “Client Data”. Client shall determine its legal basis for processing and disclosing Client Data to AMBDavis Equity Coaching. Client shall secure any necessary authorizations or required consent, to the extent consent is a legal basis permissible by applicable data protection and privacy laws, that are legally required to allow AMBDavis Equity Coaching, LLC to use the Client Data in connection with the Services.