StrategyDriven Terms of Service - AdvisoryEffective Date: August 1, 2015

Acceptance of the Terms of Service – Advisory

This Terms of Service – Advisory (“TOS-A”) is a legally binding agreement made by and between StrategyDriven Enterprises, LLC and its affiliates, (“StrategyDriven”, “we”, “us” and “our”), and you, personally and, if applicable, on behalf of the entity for whom you are accessing and/or using the Advisory Service (collectively, “Client”, “you”, “your”, “yours”). This TOS-A governs your access and use of StrategyDriven’s Remote Assistance, Dedicated Advisor, and other advisory services programs provided by StrategyDriven (collectively, the “Advisory Service”).

BY ACCESSING OR USING ANY PART OF THE ADVISORY SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS TOS-A. IF THERE ARE ADDITIONAL POSTED GUIDELINES OR POLICIES APPLICABLE TO THE ADVISORY SERVICES (INCLUDING THE TERMS OF SERVICE – WEBSITE, PRIVACY POLICY, CONFIDENTIALITY AGREEMENT, LICENSING AGREEMENTS, AND ENGAGEMENT AGREEMENTS), YOU ARE REQUIRED TO FOLLOW THOSE AS WELL. THOSE POLICIES AND GUIDELINES ARE INCORPORATED BY REFERENCE INTO THIS TOS-A. IF YOU DO NOT AGREE TO BE BOUND BY THE TOS-A AND TO FOLLOW ALL APPLICABLE LAWS, GUIDELINES AND POLICIES, DO NOT ACCESS OR USE THE ADVISORY SERVICE.

STRATEGYDRIVEN RESERVES THE RIGHT TO MAKE CHANGES TO THIS TOS-A AT ANY TIME. YOUR CONTINUED USE OF THE ADVISORY SERVICE CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THIS TOS-A THAT MAY BE POSTED ON THE WEBSITE. WE WILL POST THE AMENDED TOS-A ON THIS PAGE AND INDICATE AT THE TOP OF THE PAGE THE DATE THE AGREEMENT WAS LAST REVISED.

Eligibility

You must be at least 18 years old to access and use the Advisory Service, or, if you are not at least 18, you must be at least 13 years old and may access and/or use the Advisory Service only in conjunction with, and under the supervision of, your parent or guardian. If you do not qualify, you may not access or use the Advisory Service.

Privacy Policy

StrategyDriven may obtain and store data about your interactions with the Advisory Service, including without limitation, personal contact information and data related to the content accessed while using the Advisory Service. Such information will be used only for the purposes of operating, providing and improving the Advisory Service and marketing the Advisory Service, but only to the extent such information is aggregated and anonymized. Such information is subject to the terms of StrategyDriven’s Privacy Policy, which is incorporated by reference into this TOS-A.

Confidentiality Agreement

Information exchanged and activities conducted as a part of the Advisory Service will be done in accordance with StrategyDriven’s Confidentiality Agreement, which is incorporated by reference into this TOS-A.

Electronic Communications

By accessing and/or using the Advisory Service, you consent to receiving electronic communications and notices from StrategyDriven. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including that such communications be in writing.

Intellectual Property

Copyright. All content included on the website and available through the Advisory Service, including all logos, designs, graphics, photographic images, text, audio clips, video clips, software, and other files and the selection, arrangement, and organization thereof (collectively, the “Content”) are the property of StrategyDriven or its suppliers and is protected by U.S. and international copyright laws. All provided software used in conjunction with the Advisory Service is the property of StrategyDriven or its software suppliers. The compilation of the Content provided or on the StrategyDriven website is the exclusive property of StrategyDriven. Any reproduction, modification, distribution, republication or display of the Content is strictly prohibited, without written consent from StrategyDriven.

The Content may not be copied, reproduced, distributed, republished, displayed, posted electronically or mechanically, transmitted, recorded, in any manner mirrored, photocopied, reproduced or “framed” without the prior written permission of StrategyDriven. You may access copyrighted material for your individual, non-commercial use only. For permission, contact our staff at TOS@StrategyDriven.com. The permission granted herein terminates automatically if any terms or conditions of the website are breached.

Trademarks. Product names, logos, designs, titles, and words or phrases used in conjunction with the Advisory Service, are owned by StrategyDriven or its licensors. If you use such trademarks or logos, you must include appropriate attribution. All other trademarks, trade names and the like that appear in Advisory Service documents are the property of their respective owners. You may not use any of these trademarks, trade dress, or trade names, or any confusingly similar marks, dress or names, including without limitation as a part of any link, without express permission.

Your Ideas. You may choose to or we may invite you to submit comments, testimonials, feedback, suggestions, ideas, and other submissions about the Advisory Service, including without limitation about how to improve the Advisory Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place StrategyDriven under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, StrategyDriven does not waive any rights to use similar or related ideas previously known to StrategyDriven, or developed by its employees, or obtained from sources other than you. Such disclosure, submission or offer of any Ideas shall, and hereby does, constitute a perpetual, royalty-free, worldwide, irrevocable license to us of all right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Ideas and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You should not submit any Ideas to us if you do not wish to license such rights to us. We are and will be under no obligation: (i) to maintain any Ideas in confidence; (ii) to pay to you or any third party any compensation for any Ideas; or (iii) to respond to any Ideas. You are and shall remain solely responsible for the content of any Ideas you make.

Licensing Agreement

Accessing, receiving, or using of one or more of StrategyDriven’s Sevian Business Programs is subject to the terms of the individual program’s Non-Exclusive, Non-Transferable License Agreement between StrategyDriven and you, which is incorporated by reference into this TOS-A.

Website

Accessing or using any of StrategyDriven’s websites is subject to the terms of the Terms of Service – Website between StrategyDriven and you, which is incorporated by reference into this TOS-A.

Client Responsibilities

In connection with the Advisory Service engagement, you acknowledge and agree to the following:

  • You will be actively engaged and will participate in the planning and execution of the engagement.
  • You will sustain meaningful and substantive involvement in all phases of the engagement.
  • You will take responsibility for the results of the engagement.
  • You will oversee the engagement.
  • You will be responsible for providing timely access to data, information and personnel, and for the accuracy and completeness of all data and information provided. To the extent that the information provided is not complete or accurate, the results of StrategyDriven’s work may differ from that which would have resulted had such information been complete and accurate.
  • In connection with this work, StrategyDriven will rely on the information you provide concerning business objectives, strategies, policies, transactions, data, controls, organizational structure, and expected future transacting activities.
  • As applicable to the engagement, you will provide administrative support to help coordinate various facility visits, including meeting scheduling.
  • As applicable to the engagement, you will provide a suitable work location, including Internet access when work is being performed at your business location.

It is StrategyDriven’s belief that your experience and judgment are critical to the success of the Advisory Service engagement. Accordingly, you are solely responsible for the completeness, appropriateness and relevance of your decisions and actions related to the outcome of the work.

Professional Standards

Our services will be performed in accordance with the Institute of Management Consultants USA Code of Ethics. We may provide you our observations, advice, and recommendations. However, our services will not constitute an engagement to provide audit, compilation, review, or attestation services, and, therefore, we will not express an opinion or other form of assurance with respect to our services.

In addition, we will not provide any legal advice regarding our services nor will we provide any assurance regarding the outcome of any future audit or regulatory examination or other regulatory action; the responsibility for all legal issues with respect to these matters, such as reviewing all deliverables and work product for any legal implications to you, will be your responsibility. It is further understood that you have responsibility for, among other things, identifying and ensuring compliance with laws and regulations applicable to your activities and for establishing and maintaining effective internal control to assure such compliance. You will have responsibility for approving any reports and/or deliverables.

StrategyDriven’s services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, you. In connection with its providing the services described herein, StrategyDriven shall be entitled to rely on all decisions and approvals of Client.

Specific Additional Terms and Conditions

Advisory Service engagements are advisory in nature. None of the Advisory Service or any correspondence, either oral or written, will constitute any legal opinion or advice. StrategyDriven will not conduct a review to detect fraud or illegal acts.

You will not, and you will not permit others to, quote or refer to the engagement materials, any portion, summary or abstract thereof, or to StrategyDriven, in any document filed or distributed in connection with (i) a purchase or sale of securities to which the United States or state securities laws (“Securities Laws”) are applicable, or (ii) periodic reporting obligations under Securities Laws. You will not contend that any provisions of Securities Laws could invalidate any provision of this Agreement.

Notwithstanding anything to the contrary in this TOS-A or the Engagement Agreement, StrategyDriven does not assume any responsibility for any Client provided third-party products, programs or services, their performance or compliance with your specifications or otherwise.

StrategyDriven will base any comments or recommendations as to the functional or technical capabilities of any products in use or being considered by you solely on information provided by your vendors directly or through you. StrategyDriven is not responsible for the completeness or accuracy of any such information or for confirming any of it.

Where our written consent under this TOS-A is required for you to disclose to a third party any of the engagement materials, StrategyDriven will also require that third party to execute a letter to this TOS-A.

Engagement Agreement

Each Advisory Service will be conducted under a specific Engagement Agreement, defining the scope and deliverables associated with your specific engagement, entered into by StrategyDriven and you, which is incorporated by reference into this TOS-A.

General Business Terms

1. Services. It is understood and agreed that the Advisory Services provided by StrategyDriven may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Client.

2. Payment of Invoices. StrategyDriven’s invoices are due upon presentation. Invoices upon which payment is not received within thirty (30) days of the invoice date shall accrue a late charge of the lesser of (a) 1½ percent per month or (b) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law. Without limiting its rights or remedies, StrategyDriven shall have the right to halt or terminate the Advisory Service engagement entirely if payment is not received within thirty (30) days of the invoice date. The Client shall be responsible for all taxes imposed on the Advisory Service engagement or on the transaction, other than StrategyDriven’s income taxes or tax imposed by employment withholding, and other than taxes imposed on StrategyDriven’s property.

3. Term. Unless terminated sooner in accordance with its terms, the engagement shall terminate on the completion of the Advisory Service engagement. The engagement may be terminated by either party at any time, with or without cause, by giving written notice to the other party not less than thirty (30) days before the effective date of termination, provided that, in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period. StrategyDriven may terminate the engagement upon written notice to the Client if it determines that (a) a governmental, regulatory, or professional entity, or an entity having the force of law, has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render StrategyDriven’s performance of any part of the engagement illegal or otherwise unlawful or in conflict with independence or professional rules; or (b) circumstances change (including, without limitation, changes in ownership of the Client or any of its affiliates) such that StrategyDriven’s performance of any part of the engagement would be illegal or otherwise unlawful or in conflict with independence or professional rules. Upon termination of the engagement, the Client will compensate StrategyDriven under the terms of the engagement for the Advisory Service performed and expenses incurred through the effective date of termination.

4. Deliverables.
a) StrategyDriven has created, acquired, or otherwise has rights in, and may, in connection with the performance of the Advisory Service engagement, employ, provide, modify, create, acquire, or otherwise obtain rights in, works of authorship, materials, information, and other intellectual property (collectively, the “StrategyDriven Technology”).
b) Except as provided below, upon full and final payment to StrategyDriven hereunder, the tangible items specified as deliverables or work products in the Engagement Agreement (the “Deliverables”) shall become the property of the Client. To the extent that any StrategyDriven Technology is contained in any of the Deliverables, StrategyDriven hereby grants the Client, upon full and final payment to StrategyDriven hereunder, a nonexclusive, non-transferable license to use such StrategyDriven Technology in connection with the Deliverables in accordance with the provisions of StrategyDriven’s License Agreement.
c) To the extent that StrategyDriven utilizes any of its property (including, without limitation, the StrategyDriven Technology or any hardware or software of StrategyDriven) in connection with the performance of the Advisory Service engagement, such property shall remain the property of StrategyDriven and, except for the license expressly granted in the preceding paragraph, the Client shall acquire no right or interest in such property. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that (1) StrategyDriven shall own all right, title, and interest, including, without limitation, all rights under all copyright, patent, and other intellectual property laws, in and to the StrategyDriven Technology and (2) StrategyDriven may employ, modify, disclose, and otherwise exploit the StrategyDriven Technology (including, without limitation, providing services or creating programming or materials for other clients). StrategyDriven does not agree to any terms that may be construed as precluding or limiting in any way its right to (1) provide consulting or other services of any kind or nature whatsoever to any person or entity as StrategyDriven in its sole discretion deems appropriate or (2) develop for itself, or for others, materials that are competitive with or similar to those produced as a result of the Advisory Service engagement, irrespective of their similarity to the Deliverables.
d) To the extent any StrategyDriven Technology provided to the Client hereunder is a product (to the extent it constitutes merchandise within the meaning of section 471 of the Internal Revenue Code), such StrategyDriven Technology is licensed to the Client by StrategyDriven on the terms and conditions contained within the StrategyDriven License Agreement. The assignment and license grant in this paragraph 4 do not apply to any works of authorship, materials, information, or other intellectual property (including any modifications or enhancements thereto or derivative works based thereon) that is subject to a separate license agreement between the Client and a third party, including without limitation, StrategyDriven.

5. Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT. STRATEGYDRIVEN WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND WITH DUE PROFESSIONAL CARE. STRATEGYDRIVEN DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CLIENT’S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE FOR STRATEGYDRIVEN, UPON RECEIPT OF WRITTEN NOTICE, TO USE DILIGENT EFFORTS TO CURE SUCH BREACH, OR, FAILING ANY CURE IN A REASONABLE PERIOD OF TIME, THE RETURN OF PROFESSIONAL FEES PAID TO STRATEGYDRIVEN HEREUNDER WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH BREACH.

6. Limitation on Damages and Indemnification.
a) The Client agrees that StrategyDriven, its subcontractors, and their respective personnel shall not be liable to the Client for any claims, liabilities, or expenses relating to the engagement (“Claims”) for an aggregate amount in excess of the fees paid by the Client to StrategyDriven pursuant to the engagement, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of StrategyDriven or its subcontractors. In no event shall StrategyDriven, its subcontractors, or their respective personnel be liable for any loss of use, data, goodwill, revenues, or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to the engagement.
b) The Client shall indemnify and hold harmless StrategyDriven, its subcontractors, and their respective personnel from all Claims, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of StrategyDriven or its subcontractors.
c) In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of StrategyDriven, its subcontractors, and their respective personnel for any Claim shall not exceed an amount that is proportional to the relative fault that StrategyDriven’s conduct bears to all other conduct giving rise to such Claim.

7. Client Responsibilities. The Client shall cooperate with StrategyDriven in the performance by StrategyDriven of the Advisory Service engagement, including, without limitation, providing StrategyDriven with reasonable facilities and timely access to data, information, and personnel of the Client. The Client shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to StrategyDriven for purposes of the performance by StrategyDriven of the Advisory Service engagement. The Client acknowledges and agrees that StrategyDriven’s performance is dependent upon the timely and effective satisfaction of the Client’s responsibilities hereunder and timely decisions and approvals of the Client in connection with the Advisory Service engagement. StrategyDriven shall be entitled to rely on all decisions and approvals of the Client. The Client shall be solely responsible for, among other things (a) making all management decisions and performing all management functions, (b) designating a competent management member to oversee the Advisory Service engagement, (c) evaluating the adequacy and results of the Advisory Service engagement, (d) accepting responsibility for the results of the Advisory Service engagement, and (e) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. If StrategyDriven is provided with access to or use of the Client’s facilities outside of the United States for the purpose of performing the Advisory Service engagement: (a) the facilities may not be dedicated solely for StrategyDriven’s use, (b) StrategyDriven will not be deemed a tenant of the Client with respect to the facilities, and (c) StrategyDriven will abide by the Client’s reasonable instructions with respect to the use of the facilities to the extent not inconsistent with these terms, the engagement agreement, or any other agreement of the parties.

8. Force Majeure. Neither party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority.

9. Limitation on Actions. No action, regardless of form, relating to this engagement, may be brought by either party more than one year after the cause of action has accrued, except that an action for nonpayment may be brought by a party not later than one year following the date of the last payment due to the party bringing such action.

10. Independent Contractor. It is understood and agreed that each party hereto is an independent contractor and that neither party is, nor shall be considered to be, the other’s agent, distributor, partner, fiduciary, joint venturer, co-owner, or representative. Neither party shall act or represent itself, directly or by implication, in any such capacity or in any manner assume or create any obligation on behalf of, or in the name of, the other.

11. Confidentiality and Internal Use.
a) The Client agrees that all Service, Advisory Service, and Deliverables shall be solely for the Client’s informational purposes and internal use, and are not intended to be, and should not be, used by any person or entity other than the Client. Except as otherwise specifically provided in the engagement agreement, the Client further agrees that such Service, Advisory Service, and Deliverables shall not be circulated, quoted, disclosed, or distributed to, nor shall reference to such Service, Advisory Service, or Deliverables be made to, any person or entity other than the Client and other contractors of the Client to whom the Client may disclose the Deliverables solely for the purpose of such contractors providing services to the Client relating to the subject matter of the engagement, provided that the Client shall ensure that such contractors do not further circulate, quote, disclose, or distribute such Deliverables, or make reference to such Deliverables, to any person or entity other than the Client. Notwithstanding the foregoing, the Client shall not be prohibited from creating its own materials based on the content of such Service, Advisory Service, and Deliverables and using and disclosing such Client-created materials for external purposes, provided that the Client does not, expressly or by implication, in any manner whatsoever, attribute such materials to StrategyDriven or otherwise refer to or identify StrategyDriven in connection with such materials.
b) To the extent that, in connection with this engagement, either party (each, the “receiving party”) comes into possession of any trade secrets or other proprietary or confidential information of the other (the “disclosing party”), it will not disclose such information to any third party without the disclosing party’s consent. The disclosing party hereby consents to the receiving party disclosing such information (1) to subcontractors, whether located within or outside of the United States, that are providing services in connection with this engagement and that have agreed to be bound by confidentiality obligations similar to those in this paragraph 11(b); (2) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards or rules, or in connection with litigation or arbitration pertaining hereto; or (3) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure in breach hereof, (ii) becomes available to the receiving party on a nonconfidential basis from a source other than the disclosing party that the receiving party believes is not prohibited from disclosing such information to the receiving party by obligation to the disclosing party, (iii) is known by the receiving party prior to its receipt from the disclosing party without any obligation of confidentiality with respect thereto, or (iv) is developed by the receiving party independently of any disclosures made by the disclosing party to the receiving party of such information. In satisfying its obligations under this paragraph 11(b), each party shall maintain the other’s trade secrets and proprietary or confidential information in confidence using at least the same degree of care as it employs in maintaining in confidence its own trade secrets and proprietary or confidential information, but in no event less than a reasonable degree of care. Nothing in this paragraph 11(b) shall alter the Client’s obligations under paragraph 11(a). Notwithstanding anything to the contrary herein, the Client acknowledges that StrategyDriven, in connection with performing the Advisory Service engagement, may develop or acquire experience, skills, knowledge, and ideas that are retained in the unaided memory of its personnel. The Client acknowledges and agrees that StrategyDriven may use and disclose such experience, skills, knowledge, and ideas.

12. Survival and Interpretation. All paragraphs herein relating to payment of invoices, deliverables, limitation on warranties, limitation on damages and indemnification, limitation on actions, confidentiality and internal use, survival and interpretation, assignment, nonexclusivity, waiver of jury trial, nonsolicitation, and governing law shall survive the expiration or termination of this engagement. The Client acknowledges and agrees that no affiliated or related entity of StrategyDriven, whether or not acting as a subcontractor, or such entity’s personnel shall have any liability hereunder to the Client or any other person and the Client will not bring any action against any such affiliated or related entity or such entity’s personnel in connection with this engagement. Without limiting the foregoing, affiliated and related entities of StrategyDriven are intended third-party beneficiaries of these terms, including, without limitation, the limitation on liability and indemnification provisions of paragraph 6, and the agreements and undertakings of the Client contained in the engagement agreement. Any affiliated or related entity of StrategyDriven may in its own right enforce such terms, agreements, and undertakings. The provisions of paragraphs 6, 9, 12, 14, and 17 hereof shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy.

13. Assignment and Subcontracting. Except as provided below, neither party may assign, transfer, or delegate any of its rights or obligations hereunder (including, without limitation, interests or Claims) without the prior written consent of the other party. The Client hereby consents to StrategyDriven assigning or subcontracting any of StrategyDriven’s rights or obligations hereunder to (a) any affiliate or related entity, whether located within or outside of the United States, or (b) any entity that acquires all or a substantial part of the assets or business of StrategyDriven. The Advisory Service engagement performed hereunder by StrategyDriven’s subcontractors shall be invoiced as professional fees on the same basis as the Advisory Service engagement performed by StrategyDriven’s personnel, unless otherwise agreed.

14. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THIS ENGAGEMENT.

15. Nonsolicitation. During the term of this TOS-A and for a period of one (1) year thereafter, each party agrees that its personnel (in their capacity as such) who had direct and substantive contact in the course of this engagement with personnel of the other party shall not, without the other party’s consent, directly or indirectly employ, solicit, engage, or retain the services of such personnel of the other party. In the event a party breaches this provision, the breaching party shall be liable to the aggrieved party for an amount equal to thirty percent (30%) of the annual base compensation of the relevant personnel in his or her new position. Although such payment shall be the aggrieved party’s exclusive means of monetary recovery from the breaching party for breach of this provision, the aggrieved party shall be entitled to seek injunctive or other equitable relief. This provision shall not restrict the right of either party to solicit or recruit generally in the media.

16. Entire Agreement, Amendment, and Notices. These terms, and the Engagement Agreement, including exhibits, constitute the entire agreement between the parties with respect to the engagement; supersede all other oral and written representations, understandings, or agreements relating to this engagement; and may not be amended except by written agreement signed by the parties. In the event of any conflict, ambiguity, or inconsistency between these terms and the Engagement Agreement, the terms of the Engagement Agreement shall govern and control. All notices hereunder shall be (a) in writing, (b) delivered to the representatives of the parties at the addresses first set forth above, unless changed by either party by notice to the other party, and (c) effective upon receipt.

17. Governing Law, Jurisdiction and Venue, and Severability. These terms, the Engagement Agreement, including exhibits, and all matters relating to this engagement shall be governed by, and construed in accordance with, the laws of the State of Georgia (without giving effect to the choice of law principles thereof). Any action based on or arising out of the engagement or the Advisory Service provided or to be provided hereunder shall be brought and maintained exclusively in any court of the State of Georgia or any federal court of the United States, in each case located in Cobb County, the State of Georgia. Each of the parties hereby expressly and irrevocably submits to the jurisdiction of such courts for the purposes of any such action and expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action brought in any such court and any claim that any such action has been brought in an inconvenient forum. If any provision of these terms or the Engagement Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

Headings

The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Service – Advisory, and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement

This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this TOS-A made by StrategyDriven as set forth above.

How to Contact Us

StrategyDriven Enterprises, LLC can be contacted via U.S. Mail at 1720 Mars Hill Road NW, Suite 8-232, Acworth, Georgia 30101 and by email at TOS@StrategyDriven.com.