ARM Compliance Business Solutions

Last Updated – May 10, 2024

PLEASE READ THIS TERMS & CONDITIONS AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE. ARM Compliance Business Solutions (“we,” “us”) provides this website and website-related services, if any, (collectively, the “Site”) subject to your compliance with the terms and conditions set forth in this agreement (the “Agreement”). This Agreement governs the relationship between us and you, the Site visitor, with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement. BY USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to these terms and conditions, you must not use the Site.

We may, at any time, at our sole discretion, revise or otherwise update this Agreement by posting an amended Agreement on the Site; any changes that we make to this Agreement will be effective immediately upon posting. Please check this page periodically for changes to the Agreement; you will be able to determine if this Agreement has been changed since your previous visit by viewing the “Last Updated” information that appears at the top of this Agreement. Your use of the Site following the posting of an updated Agreement constitutes acceptance of the updated Agreement.

Further, we reserve the right, at any time, to modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, discontinuance of the Site or of any Materials (as defined below).

If you have any questions about this Agreement, please contact us at the following address:
ARM Compliance Business Solutions, LLC
Attention: Sara Burton
6725 York Ave S. 600
Edina, MN 55435

Important Notices. We make available the information and materials on the Site (the “Materials”) for general informational purposes only. Further, the Materials are general in nature and may not apply to particular factual or legal circumstances. In addition, unsolicited emails and information sent to us do not create a relationship with us, will not be considered confidential and may be disclosed to others pursuant to our Privacy Policy.

Rules of Conduct. You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Site and/or any Materials. In addition, your use of the Site is conditioned on your compliance with the following rules of conduct. You agree not to:

Use the Site for any fraudulent or unlawful purpose.
Impersonate any person or entity, including, but not limited to, any Site employee, agent or representative; falsely state or otherwise misrepresent your identity or your affiliation with any person or entity; or express or imply that we endorse any statement you make.
Interfere with or disrupt the operation of the Site.
Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse or other harmful code.
Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site.
Interfere with or violate any other Site visitor’s or user’s right to privacy or other rights, or harvest or collect personally identifiable information about Site visitors or users, or about our attorneys, other employees and representatives identified on the Site, without their express consent.
Sell, resell, transfer, license or exploit, for any commercial purposes, any use of or access to the Site or the Materials.
Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site or Materials.
Frame or mirror all or any part of the Site without our prior express written authorization.

ARM Compliance Business Solutions’ Proprietary Rights. You acknowledge and agree that the Site and the Materials are, and shall remain, the property of ARM Compliance Business Solutions and/or its licensors and are protected by copyright, trademark and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to copy, distribute, transmit, display, perform or create derivative works of the Site or any of the Materials, provided that, subject to your compliance with this Agreement, we do grant to you a limited, personal, revocable, non-transferable and non-sub licensable license to (a) access the Site and the Materials via the Internet solely for purposes of viewing such materials and (b) to print out pages of the Site for your personal, non-commercial use.

Trade names, trademarks and service marks of ARM Compliance Business Solutions include “ LOGO” and any associated logos. All trade names, trademarks and service marks on the Site that are not owned by us or our affiliates are the property of their respective owners. The trade names, trademarks and service marks owned by ARM Compliance Business Solutions or its affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not either ours or one of our affiliate’s product or service or in any other manner that is likely to cause confusion or dilution. Nothing on the Site should be construed as granting, by implication, estoppel or otherwise, any right or license to use any of ARM Compliance Business Solutions‘ (or its affiliates’) trade names, trademarks or service marks without our (or the relevant affiliate’s) prior express written permission.

PSA Terms & Conditions

Last Updated – October 12, 2026

1. Scope of Services. The scope of the Services described in the PSA may be amended only by a written instrument signed by authorized representatives of both parties. Consultant has no obligation to perform any Services outside the scope of the Services unless and until such a written amendment is executed.

2. Performance of Services. For purposes of this Agreement, “PSA” means the Professional Services Agreement to which these Terms and Conditions are attached; “Services” means the Services described in the PSA; “Deliverables” means the reports, analyses, and other work product Consultant delivers to Client under the PSA; and “Agreement” means the PSA together with these Terms and Conditions. Consultant shall perform the Services described in the PSA. Consultant may use qualified subcontractors to perform portions of the Services, provided that Consultant remains responsible for their performance to the same extent as if Consultant performed the applicable obligations itself. Consultant shall ensure that each subcontractor with access to Client Information is bound by written confidentiality and data-protection obligations at least as protective as those applicable to Consultant under this Agreement. Client shall provide Consultant with all materials in Client’s possession that Consultant reasonably requests to perform the Services and permit Consultant’s personnel access to Client’s facilities and computer systems as may be reasonably necessary for rendering the Services. Client warrants that it has all necessary rights needed to permit Consultant to use such materials and provide such access for the purposes of performing the Services. To the extent the PSA requires material on-site performance, Client shall provide Consultant’s personnel with reasonable access, workspace, furniture, supplies, and equipment necessary for Consultant to perform the Services. In providing the Services, Consultant acts as an independent contractor of Client; the parties’ independent-contractor relationship is further addressed in Section 17. Consultant is solely responsible for its own staffing, hours, schedule, location, and the means and manner of accomplishing tasks. In the event of any conflict between these Terms and Conditions and the PSA or any Client purchase order or other Client form, these Terms and Conditions control unless the PSA expressly references and overrides a specific Section hereof.

3. Late Payment. In the event Client fails to make a timely payment as set forth in the PSA, Consultant may, upon written notice, suspend providing the Services and may terminate this Agreement if Client does not cure such nonpayment within ten (10) days after notice. If Consultant suspends performance, any timelines for performance or delivery shall be equitably extended for the period of suspension. For any amount not timely paid by Client as required by this Agreement, Consultant may charge Client interest at the lesser of: (i) 1.5% per month; or (ii) the maximum lawful rate applicable to the obligation. Consultant is entitled to recover its reasonable costs and expenses actually incurred in collecting any past due amounts, including but not limited to its reasonable attorneys’ fees and legal expenses. The remedies and ten (10) day cure period set forth in this Section govern any failure by Client to pay amounts when due, notwithstanding the general breach and cure provisions of Section 9 (Termination for Breach).

4. Reliance on Client Information. Client acknowledges that Consultant will rely entirely on the data, documents, and other information that Client or its representatives provide (“Client Information“), and that Consultant has no duty to verify, audit, or independently investigate the accuracy, completeness, or currency of any Client Information, whether or not it is processed using AI Tools. Consultant shall have no liability for any error, omission, or deficiency in the Services or Deliverables to the extent it results from Client Information that is inaccurate, incomplete, or outdated, or from any assumptions Client directs Consultant to use.

5. Warranties and Disclaimers. Consultant warrants that it will perform the Services in a professional manner. Client’s sole and exclusive remedy for Consultant breaching this warranty is Consultant reperforming such Services at no additional cost to Client, provided that Client notifies Consultant in writing of any breach within thirty (30) days after Consultant delivers the affected Deliverable or completes the affected Services, as applicable. If Consultant is unable to correct the nonconforming Services through commercially reasonable reperformance, Consultant shall refund the fees paid for the affected Services as Client’s sole and exclusive remedy, subject to the limitations in Section 6 (Liability). CONSULTANT HEREBY DISCLAIMS ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, REPRESENTATIONS OR COVENANTS OF ANY KIND WITH REGARD TO THE SERVICES AND ANY RESULTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT AND/OR THOSE ARISING OR DEEMED TO HAVE ARISEN FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CONSULTANT DOES NOT WARRANT THAT THE SERVICES OR THE RESULTS OF THE SERVICES WILL SATISFY CLIENT’S REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR. The disclaimers in this Section and the disclaimer regarding AI Tool output in Section 21(d) do not limit Consultant’s obligation to perform the professional review described in Section 21(b).

6. Liability. Consultant’s total aggregate liability for all claims or damages related to this Agreement (whether based on contract, tort, negligence, strict liability, or otherwise) arising out of or related to this Agreement will not exceed the fees paid or payable to Consultant under the applicable PSA during the six (6) months immediately preceding the first event giving rise to the applicable claim; provided that this limitation shall not apply to liability that cannot be limited under applicable law or to liability resulting from Consultant’s fraud, intentional misconduct, or willful or wanton conduct. CONSULTANT IS NOT LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR FOR ANY CONSEQUENTIAL LOST PROFITS, LOST REVENUE, LOST SAVINGS, OR LOST BUSINESS OPPORTUNITY, EVEN IF CONSULTANT HAS BEEN ADVISED OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WOULD HAVE BEEN FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO ACTION OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE COMMENCED MORE THAN ONE (1) YEAR AFTER THE CLAIMANT KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM; PROVIDED THAT THIS LIMITATION DOES NOT APPLY TO CLAIMS FOR UNPAID FEES, BREACH OF CONFIDENTIALITY, INDEMNIFICATION ARISING FROM A THIRD-PARTY CLAIM, FRAUD, INTENTIONAL MISCONDUCT, OR ANY CLAIM FOR WHICH THE APPLICABLE LIMITATION PERIOD MAY NOT LAWFULLY BE SHORTENED.

7. Client’s Compliance with Law and Standards. While Consultant will be providing general consulting Services that may include educational material related to compliance matters, Client will not rely on the Services as legal advice. The Services and Deliverables do not constitute legal, accounting, tax, or audit advice, and Consultant does not guarantee any regulatory, supervisory, examination, or business outcome. Client acknowledges that the federal, state, and local laws, statutes, regulations, and requirements, together with the industry-standard practices and standards, in each case applicable to Client’s business, operations, and activities, govern Client’s business, operations, and activities, and Client’s use of or reliance on the Services or the results thereof (collectively, “Laws and Standards”). Client assumes all risk and liability associated with its own compliance with the Laws and Standards and the manner in which Client uses, interprets, and acts upon the results of the Services and any recommendations made by Consultant. Consultant is responsible for complying with laws directly applicable to Consultant’s performance of the Services, and neither party assumes responsibility for the other party’s independent legal or regulatory obligations. Client acknowledges that it has not retained Consultant to provide substantive guidance, advice, or counsel with respect to compliance with the Laws and Standards. Client shall defend, indemnify, and hold harmless Consultant and its officers, employees, and agents from third-party claims, and resulting damages, liabilities, penalties, and reasonable attorneys’ fees, but only to the extent arising from: (a) Client’s failure to comply with any Laws and Standards; (b) Client’s use of, reliance on, or failure to use the Services, Deliverables, or any recommendations; or (c) Client’s unauthorized disclosure of a Deliverable to a third party for reliance. Client shall have no obligation to the extent a claim results from Consultant’s material breach of this Agreement, negligence, willful misconduct, or violation of applicable law. Consultant shall promptly notify Client of a claim, permit Client to control the defense and settlement, and reasonably cooperate at Client’s expense; provided that Client may not settle a claim in a manner that admits fault by or imposes a nonmonetary obligation on Consultant without Consultant’s written consent. To the extent Client desires to protect the information, materials, and Deliverables under any attorney-client privilege, attorney work product doctrine, or any other legal privilege or protection, Client shall consult with Client’s own attorneys and advise Consultant of any process or procedures that Consultant needs to follow for this purpose. Client understands that Consultant’s personnel are not Client’s attorneys and there is no such privilege between Consultant and Client.

8. Confidentiality. “Confidential Information” means all financial, personally identifiable, technical, and other information (whether written or oral) disclosed by one party (the “Discloser”) to the other party (the “Recipient”) in connection with this Agreement that is marked or identified as confidential or that the Recipient reasonably should understand to be confidential given its nature and the circumstances of disclosure; provided that personally identifiable information and trade secrets shall be treated as Confidential Information regardless of marking. Confidential Information does not include any:

information publicly available at the time of disclosure;
information that becomes generally available to the public, other than through any act or omission by Recipient or its personnel;
information that Recipient can show was in its possession at the time of disclosure and was not acquired directly or indirectly from Discloser;
information rightfully received from a third party without a duty of confidentiality; or
information independently developed by Recipient without use of Discloser’s Confidential Information.

Recipient shall: (i) use no less than a reasonable degree of care in protecting and maintaining the confidentiality of the Confidential Information; (ii) use the Confidential Information only to perform its obligations and exercise its rights under this Agreement; and (iii) not disclose any Confidential Information to any third party unless expressly authorized in writing by Discloser or unless disclosed to Recipient’s employees, subcontractors, and professional advisors who have a need to know and are bound by confidentiality obligations that protect such Confidential Information from disclosure. Each party shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the Confidential Information in its possession and shall notify the Discloser without undue delay after confirming any unauthorized access to or acquisition of the Discloser’s Confidential Information in Recipient’s possession. Recipient may disclose any Confidential Information in response to a valid order by a court or other governmental body or as otherwise required by law, provided that, where legally permitted, Recipient promptly notifies Discloser of the required disclosure so that Discloser may seek to limit or protect such disclosure. Recipient shall reasonably cooperate with Discloser in such efforts. Upon termination of this Agreement and Discloser’s written request, Recipient shall return or destroy all documents or media containing Confidential Information, including copies or reproductions of any portion thereof, in its or its personnel’s or agents’ possession, subject to the retention rights below. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information to the extent required by applicable law or regulation or as part of Recipient’s routine electronic backup or archival systems, provided that such retained Confidential Information shall remain subject to the confidentiality obligations set forth herein. Additionally, Consultant may retain one archival copy of the Confidential Information, Deliverables, and working papers to the extent reasonably necessary to maintain records of the Services provided, defend claims, enforce its rights under this Agreement, or comply with professional standards, in each case for a period of up to six (6) years. Within ten (10) business days of Discloser’s written request, Recipient shall certify in writing that it has complied with this Section. For purposes of this Section 8, Confidential Information of an affiliate of Discloser shall be deemed to be Confidential Information of Discloser.

9. Termination for Breach. Either party may terminate this Agreement in the event the other party materially breaches this Agreement by providing written notice to the breaching party specifically explaining the material breach. If the breaching party fails to cure the material breach within thirty (30) days after receiving such written notice, the nonbreaching party may terminate this Agreement by further written notice to the breaching party. If the material breach is reasonably capable of cure but cannot reasonably be cured within thirty (30) days, the breaching party shall not be in default if it commences cure within that period and thereafter diligently completes the cure within an additional sixty (60) days. Upon termination of this Agreement for any reason, Consultant shall promptly cease providing the Services to Client and Client shall pay Consultant for all Services performed through the effective date of termination and for authorized, noncancelable expenses incurred before that date. Fixed-fee Services that are incomplete shall be billed in proportion to the Services completed through the termination date.

10. Choice of Law; Venue. This Agreement will be interpreted and construed in accordance with the laws of the State of Minnesota without regard to conflict of law principles. Each action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Hennepin County, Minnesota, or, if federal subject-matter jurisdiction exists, the United States District Court for the District of Minnesota. Each party irrevocably submits to the exclusive personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum in those courts.

11. Amendment. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties to be effective, except that Consultant may adjust its hourly rates upon thirty (30) days’ prior written notice to Client.

12. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. Waiver. A waiver of any provision, breach, or default by either party shall not constitute a waiver of any other provision, breach, or default. A party’s delay in exercising its rights shall not constitute a waiver. This Agreement constitutes the complete and exclusive statement of the parties’ agreement and supersedes all proposals, communications, or prior agreements, oral or written, relating to the subject matter hereof.

WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. Force Majeure. Neither party shall be liable for defaults or delays due to acts of God or the public enemy, acts or demands of government or any government agency, strikes, fires, floods, accidents, pandemics, epidemics, cyberattacks, utility or internet failures, or other events beyond the affected party’s reasonable control and not due to its fault or negligence (“Force Majeure Event”). Notwithstanding the foregoing, foreseeable staffing shortages, lack of funds, and security incidents resulting from a party’s failure to maintain safeguards required under this Agreement are not Force Majeure Events. A Force Majeure Event does not excuse Client’s payment obligations for Services performed. In the event that either party is unable to perform any of its obligations under this Agreement because of a Force Majeure Event, the affected party shall promptly give notice to the other party and shall use commercially reasonable efforts to take such steps as are necessary to overcome and mitigate the cause of the defaults or delays as promptly as possible in order to resume its performance.

15. Notice. All notices to the other party under this Agreement shall be in writing and delivered to that party at the address set forth in the PSA. Notices to Consultant shall be addressed to the person or department identified in the PSA, and notices to Client shall be addressed to the Client contact identified in the PSA. Notices may also be sent by email to the email address identified in the PSA and shall be deemed received on the business day sent if the sender receives confirmation of transmission or delivery. Notices shall be deemed received at the earlier of: (a) when received, if hand delivered; (b) five (5) days after being mailed by U.S. mail, certified, return receipt requested, postage prepaid; or (c) one (1) business day after being sent by overnight delivery service with a reliable delivery tracking system. Either party may change its mailing or email address to receive such notices by providing notice under this Section to the other party.

16. No Assignment. This Agreement is not assignable by Client, whether by operation of law or otherwise, without Consultant’s prior written consent, and any attempt to do so shall be null and void. Consultant may assign this Agreement, upon written notice to Client, to an Affiliate or in connection with a merger, reorganization, sale of substantially all of Consultant’s assets, or sale of the business to which this Agreement relates, provided that the assignee assumes Consultant’s obligations in writing.

17. Independent Contractor. In performing the Services under this Agreement, Consultant is engaged exclusively as an independent contractor of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employer-employee relationship, an agency relationship, a partnership, or joint venture between Client and Consultant. As an independent contractor, neither Consultant nor its employees will be treated as employees of Client for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, or income tax withholding. Consultant shall be responsible to pay compensation and payroll taxes for its employees and shall maintain such insurance for its employees as required by applicable law. Consultant acknowledges that Client has no responsibility for withholding any portion of salary or wages due Consultant’s personnel to comply with any aforementioned laws. Additionally, Consultant agrees and warrants that it will comply with all applicable federal and state employment laws, statutes, and regulations during the term of this Agreement. Consultant’s personnel assigned to perform Services under this Agreement shall not act in any sense as agents or representatives of Client.

18. Intellectual Property. As between the parties, Client retains all right, title, and interest in and to the Client Information and other materials furnished by or on behalf of Client. Consultant retains all right, title, and interest in and to its methodologies, tools, frameworks, templates, software, know-how, processes, and other intellectual property that existed before the Services or that Consultant develops independently of Client’s Confidential Information, together with all modifications and improvements thereto (“Consultant IP”). Except for Client Information incorporated therein, Consultant owns the Deliverables. Subject to Client’s payment in full of all amounts due under this Agreement, Consultant grants Client a non-exclusive, royalty-free, perpetual license to use, reproduce, and internally modify the Deliverables and any Consultant IP incorporated into them solely for Client’s internal business operations and the purpose stated in the PSA. Client may permit its employees, affiliates, professional advisors, auditors, and service providers to exercise those rights on Client’s behalf, provided they are subject to appropriate confidentiality and use restrictions. The foregoing license is transferable solely in connection with, and only as part of, an assignment of this Agreement permitted under this Agreement, subject to the assignee’s written assumption of Client’s obligations. Except as expressly stated in this Section, no ownership right is transferred, and Consultant retains all right, title, and interest in and to the Consultant IP and the Deliverables. Consultant may use general knowledge, skills, and experience acquired in performing the Services.

19. Restrictions on Use of Consultant Materials. All Deliverables, reports, analyses, methodologies, templates, data, and other materials that Consultant provides to Client in connection with the Services (collectively, “Consultant Materials”) are provided solely for Client’s internal use for the purpose stated in the PSA (the “Permitted Purpose”). Except as expressly licensed under Section 18 (Intellectual Property), Client shall not use, copy, modify, distribute, disclose, or otherwise exploit any Consultant Materials for any purpose other than the Permitted Purpose without Consultant’s prior written consent. As between the parties, Consultant retains all right, title, and interest in and to the Consultant Materials, subject only to the license granted to Client under Section 18. Client may disclose Deliverables to its affiliates, attorneys, accountants, auditors, insurers, financing sources, and governmental or regulatory authorities for the Permitted Purpose, provided that, except for governmental or regulatory authorities, each recipient is informed that the Deliverables are confidential and may not be relied upon as an opinion or assurance from Consultant. No such disclosure creates any duty or liability by Consultant to the recipient. Client shall defend, indemnify, and hold harmless Consultant and its officers, employees, and agents from third-party claims, and resulting damages, liabilities, costs, and reasonable attorneys’ fees, but only to the extent arising out of any third-party reliance on, or use of, the Deliverables; provided that Client shall have no obligation to the extent a claim results from Consultant’s breach of this Agreement, negligence, willful misconduct, or violation of applicable law. Consultant shall promptly notify Client of any such claim, permit Client to control its defense and settlement, and reasonably cooperate at Client’s expense; provided that Client may not settle any claim in a manner that admits fault by, or imposes any non-monetary obligation on, Consultant without Consultant’s prior written consent.

20. Restrictions on Use of Consultant’s Name, Logo, and Likeness. Client shall not use Consultant’s name, trade names, trademarks, service marks, logos, or other brand identifiers, or the name, image, likeness, voice, signature, or biographical information of Consultant or any of its personnel (collectively, “Consultant Marks”), except as permitted in this section. Subject to Consultant’s prior written approval of each proposed use, which Consultant may grant or withhold in its sole discretion, Client may use the Consultant Marks solely to accurately identify Consultant as a provider of Services to Client, and only during a calendar month in which Consultant is actively performing Services for Client under a then-effective Statement of Work (each, an “Active Service Month”). A month does not qualify as an Active Service Month solely because the Agreement remains in effect, because invoices remain outstanding, or because Consultant performs incidental activities such as transition, wind-down, or administrative tasks. Client shall use the Consultant Marks only in the form, manner, and context Consultant approves in writing. Client shall not use any Consultant Mark in a way that suggests Consultant endorses, guarantees, certifies, or has reviewed or approved Client, its products or services, or any statement, financial information, or offering of Client, or in any way that is misleading or that disparages or harms the reputation or goodwill of Consultant. Within ten (10) days after the end of the last Active Service Month, or immediately upon Consultant’s written request at any time, Client shall stop all use of the Consultant Marks and remove them from all websites, social media, marketing and promotional materials, proposals, and other materials within Client’s control.

This section does not restrict any factual disclosure of Consultant’s identity that applicable law, regulation, or a governmental or regulatory authority requires, provided that Client gives Consultant prompt prior written notice where legally permitted and limits the disclosure to what is required. As between the parties, Consultant retains all right, title, and interest in and to the Consultant Marks, and all goodwill arising from any use of them belongs solely to Consultant. No license or other right in the Consultant Marks is granted by implication, estoppel, or otherwise, except the limited, revocable, non-exclusive, non-transferable, and non-sublicensable right expressly described in this section. Client shall defend, indemnify, and hold harmless Consultant and its officers, employees, and agents from and against third-party claims, and resulting damages, liabilities, costs, and reasonable attorneys’ fees, to the extent they arise from Client’s use of the Consultant Marks in breach of this Agreement. Client acknowledges that any unauthorized use of the Consultant Marks may cause Consultant irreparable harm for which money damages would be an inadequate remedy, and that Consultant is entitled to seek injunctive or other equitable relief without posting a bond, in addition to any other remedies available to it.

21. Use of Generative Artificial Intelligence Tools

(a) Notice and Acknowledgment. Client acknowledges and agrees that Consultant may, at its discretion, use artificial intelligence technologies when performing the Services and preparing the Deliverables. These include generative artificial intelligence and machine learning tools, large language models, and similar technologies, whether proprietary to Consultant or licensed from third parties (collectively, “AI Tools“). Examples of such uses include research, drafting, summarization, data analysis, translation, code generation, and other support functions. Client’s execution of this Agreement constitutes Client’s authorization, subject to the restrictions and safeguards stated in this Section, to Consultant’s use of AI Tools as described in this Section.

(b) Professional Oversight. Consultant will use AI Tools to support, and not replace, the professional judgment of its personnel. Consultant will have qualified personnel review AI Tool output that is incorporated into any Deliverable, with such review as Consultant reasonably determines appropriate under the circumstances. The standard of performance applicable to the Services under this Agreement shall be unaffected by Consultant’s use of AI Tools. That standard is neither heightened nor lessened by such use.

(c) Client Data. If Consultant processes any Client Confidential Information or Client-provided data (“Client Data”) using an AI Tool, Consultant will use commercially reasonable efforts to use only AI Tools whose terms of use or configuration (i) do not permit the AI Tool provider to use Client Data to train or improve models made available to third parties, and (ii) are subject to confidentiality and security protections that Consultant reasonably considers appropriate for the sensitivity of that Client Data. Except as expressly set forth in this Section, Consultant’s confidentiality obligations under this Agreement apply to Client Data processed using AI Tools.

(d) Inherent Limitations; Disclaimer. Client acknowledges that AI Tools are an emerging technology. Their output may be inaccurate, incomplete, biased, or not unique, and it may resemble content generated for other users. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONSULTANT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, ORIGINALITY, OR NON-INFRINGEMENT OF ANY OUTPUT GENERATED BY AN AI TOOL. Consultant is not responsible for a third-party AI Tool provider’s service interruption or unilateral modification of its technology or terms to the extent beyond Consultant’s reasonable control; provided that Consultant remains responsible for exercising reasonable care in selecting, configuring, and using the AI Tool and for complying with its confidentiality, security, and professional-performance obligations under this Agreement.

(e) Intellectual Property. Client acknowledges that, under applicable law, AI Tool output may not be eligible for copyright or other intellectual property protection to the same extent as human-authored works. Consultant does not represent or warrant that any Deliverable, or any portion of a Deliverable generated with AI Tools, will be protectable or registrable. To the extent Consultant holds any rights in such output, those rights will be licensed to Client as provided in Section 18 (Intellectual Property).

(f) Client Responsibilities. Client is solely responsible for (i) independently evaluating the Deliverables before relying on them, including any business, legal, financial, or regulatory decision, and (ii) notifying Consultant in writing of any law, regulation, or Client policy applicable to Client that restricts the use of AI Tools on Client Data. Consultant will reasonably cooperate to comply with any such restriction that Client notifies in writing, and the parties will address any resulting changes to scope, timeline, or fees through a written amendment under Section 1.

(g) Client Assumes Own Risk of AI Tools: Client specifically acknowledges that use of AI Tools in connection with the Services carries certain risks. These risks include, without limitation, notetaking tools and open-source language models implicate various risks. These risks include, but are not limited to loss of trade secret status, waiver of attorney-client, consultants’ privilege or other applicable protections, unauthorized access to, or disclosure or breach of data, and creation of records that may be discoverable in litigation or other legal proceedings. Consultant advises Client not to use any AI Tool to record, transcribe or summarize communications with Consultant, and not to upload, input or otherwise submit any of Consultant’s confidential or proprietary information and work product into any AI Tool, especially such tools that are not closed loop or are available to the public. Any use of AI Tools by Client is at Client’s sole and exclusive risk, and Client indemnifies and holds Consultant harmless for any loss, damage or liability relating to or arising out of such use.

(h) Restriction Requests. Client may ask in writing that Consultant not use AI Tools, or certain categories of AI Tools, for particular Services. Consultant will use reasonable efforts to accommodate the request. Client acknowledges that any such restriction may increase fees or extend delivery timelines, and the parties will document any such adjustment in a written amendment under Section 1.

22. Survival. Sections 3 (Late Payment), to the extent relating to unpaid amounts and collection costs; 4 (Reliance on Client Information) through 8 (Confidentiality); 10 (Choice of Law; Venue) through 19 (Restrictions on Use of Consultant Materials); 21(d) through 21(f); and this Section 22 (Survival), together with all payment obligations accrued under the PSA, shall survive the expiration or termination of this Agreement for any reason. Any other provision of this Agreement that by its nature is intended to survive expiration or termination shall also survive.

23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, confers upon any person other than the parties any legal or equitable right, benefit, or remedy of any nature, except that Consultant and its officers, employees, and agents expressly identified as indemnified parties under this Agreement are intended third-party beneficiaries of, and may enforce, the provisions made for their benefit.

24. Headings and Rules of Construction. The headings and captions in this Agreement are for convenience of reference only and do not affect the meaning or interpretation of any provision. The words “include,” “includes,” and “including” are deemed to be followed by “without limitation.” No rule of construction requiring that ambiguities be resolved against the drafting party shall be applied in interpreting this Agreement. Unless otherwise stated, references to a Section are references to a Section of these Terms and Conditions.

25. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Signatures delivered by electronic transmission, including by facsimile, PDF, or an electronic signature service, have the same force and effect as original signatures.

26. Cumulative Remedies. Except where a remedy is expressly stated in this Agreement to be exclusive, all rights and remedies of Consultant under this Agreement are cumulative and in addition to, and not in lieu of, any other rights and remedies available at law or in equity, and may be exercised concurrently or separately. The exercise of any one right or remedy does not preclude the exercise of any other.