Terms & Conditions - the basics

1. Scope of Services

Consultant agrees to provide business consulting services as described in any executed proposal, statement of work, or written agreement between the parties (“Services”). Consultant provides strategic guidance, recommendations, and/or implementation assistance but does not control Client’s business operations or decision-making.

2. No Guarantee of Results

Client acknowledges and agrees that:

• Consultant makes no representations, warranties, or guarantees regarding business outcomes, revenue, profitability, growth, funding, operational success, or other results.

• All business decisions involve risk.

• Outcomes depend on numerous factors outside Consultant’s control, including market conditions, competition, economic factors, and Client execution.

Client accepts full responsibility for implementing advice and decisions arising from the Services.

3. Assumption of Risk

Client understands that participation in business consulting and implementation of strategies involves financial, operational, and reputational risks. Client voluntarily assumes all such risks and agrees that Consultant shall not be responsible for the consequences of Client’s business decisions.

4. Release of Liability

To the fullest extent permitted by law, Client releases, waives, and discharges Consultant, its owners, officers, employees, contractors, and agents from any and all claims, demands, damages, losses, liabilities, or causes of action arising out of or related to:

• Business losses

• Lost profits or revenue

• Operational disruption

• Third-party claims

• Implementation of Consultant recommendations

• Failure of strategies, systems, or automation

This release applies whether claims arise in contract, tort, negligence, or otherwise, except in cases of gross negligence or willful misconduct.

5. Limitation of Liability

To the maximum extent permitted by law:

• Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

• Consultant shall not be liable for lost profits, lost revenue, loss of data, business interruption, or reputational harm.

• Consultant’s total cumulative liability under this Agreement shall not exceed the total fees paid by Client to Consultant in the three (3) months preceding the claim.

6. No Legal, Tax, or Financial Advice

Consultant is not a licensed attorney, accountant, investment advisor, or financial advisor (unless explicitly stated in writing). Nothing provided under the Services constitutes legal, tax, accounting, or investment advice. Client agrees to seek independent professional advice before making financial, legal, or tax decisions.

7. Indemnification

Client agrees to indemnify, defend, and hold harmless Consultant from any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees) arising out of:

• Client’s business operations

• Client’s implementation of recommendations

• Client’s representations to customers, vendors, employees, or investors

• Any violation of law by Client

8. Independent Decision-Making

Client acknowledges that Consultant does not make final business decisions on Client’s behalf. All decisions are made solely by Client, and Consultant shall not be deemed responsible for those decisions.

9. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information shared during the course of Services, unless disclosure is required by law.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of law principles.

11. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

12. Entire Agreement

This Agreement represents the entire understanding between the parties regarding limitation of liability and supersedes any prior discussions or representations.

Client acknowledges that they have read this Agreement, understand it, and agree to be legally bound by its terms.