These Terms of Service (“Terms”) govern the provision of consulting services by PeakPlay IQ, LLC, a Delaware limited liability company (“PeakPlay IQ,” “we,” “our,” or “us”), to the client identified in an applicable Order Form (“Client” or “you”).

By executing an Order Form that references these Terms, you agree to be legally bound by these Terms.

1. Scope of Services

PeakPlay IQ provides business consulting services, including but not limited to strategic planning, data analytics, performance optimization, technology integration, and operational guidance (collectively, the “Services”). The specific Services to be provided, associated fees, and any deliverables will be set forth in one or more Order Forms executed by both parties.

2. Order Forms

Each Order Form constitutes a separate agreement and incorporates these Terms. In the event of any conflict between these Terms and an Order Form, the Order Form will govern with respect to its subject matter.

3. Term and Termination

These Terms remain in effect unless and until terminated in accordance with this Section. Either party may terminate an Order Form upon thirty (30) days’ written notice unless otherwise stated in the Order Form. PeakPlay IQ may suspend or terminate Services immediately if: (a) you materially breach these Terms or an Order Form and do not cure within ten (10) days of written notice, (b) required by law or regulation, or (c) your conduct poses a risk to our systems, personnel, or reputation. Upon termination, all fees due become immediately payable, and you shall cease use of any materials or deliverables not expressly granted under a surviving license.

4. Payment

Fees for Services are set forth in the applicable Order Form. Unless otherwise stated: (a) all fees are non-refundable, (b) invoices are payable within thirty (30) days of issuance, and (c) overdue balances accrue interest at 1.5% per month or the highest rate permitted by law. You are responsible for all taxes and government charges except for those based on PeakPlay IQ’s net income.

5. Confidentiality

5.1 Definition.

“Confidential Information” means any non-public, proprietary, or confidential data, materials, or information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”)—whether oral, written, electronic, or visual—in connection with the Services...

5.2 Obligations.

The Receiving Party shall: (a) maintain the confidentiality... (b) use the Confidential Information solely... (c) limit access... (d) implement and maintain reasonable safeguards...

5.3 Exceptions.

The obligations... do not apply to information that: (a) was lawfully known... (b) independently developed... (c) becomes public... (d) rightfully received from a third party...

5.4 Required Disclosure.

If required by law... the Receiving Party shall give prompt notice and disclose only the minimum necessary...

5.5 Return or Destruction.

Upon termination or request... the Receiving Party shall return or destroy all Confidential Information...

5.6 Security and System Access.

If PeakPlay IQ is granted access to your systems... it shall use access solely for providing Services and follow reasonable security protocols...

5.7 Equitable Relief.

Breach of this Section may cause irreparable harm... the Disclosing Party may seek injunctive relief without posting bond...

6. Intellectual Property

Unless otherwise specified in the applicable Order Form, all methods, tools, frameworks, and materials created, developed, or provided by PeakPlay IQ during the course of the engagement (“Work Product”) shall remain the sole and exclusive property of PeakPlay IQ. You are granted a non-exclusive, non-transferable license to use the Work Product for your internal business operations.

7. Disclaimers

The Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, or statutory. PeakPlay IQ disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that any particular business outcome, revenue increase, or result will be achieved.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEAKPLAY IQ, LLC, ITS AFFILIATES, AND ITS OFFICERS, MANAGERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. IN NO EVENT SHALL PEAKPLAY IQ’S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to defend, indemnify, and hold harmless PeakPlay IQ, its affiliates, and its respective officers, managers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services, (b) your violation of these Terms or applicable law, or (c) any content or data you provide to PeakPlay IQ.

10. Governing Law and Dispute Resolution

These Terms and any disputes arising under them shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Wilmington, Delaware, and the parties consent to exclusive jurisdiction and venue therein.

11. Modifications

PeakPlay IQ may update these Terms from time to time. Updates will be posted at www.peakplayiq.com/terms-of-service and are effective as of the date of posting. You are responsible for reviewing any updates, and your continued use of the Services after posting constitutes acceptance.

12. Miscellaneous

Entire Agreement, Independent Contractors, Assignment, Force Majeure, Severability, Waiver.