Terms & Conditions
Last Update: July 7, 2026
Scrubbed Advisory, LLC
These Terms and Conditions are entered into by and between Scrubbed Advisory and Client (each as defined in Section 1 below), and are incorporated and made a part of the applicable Master Services Agreement entered into between Scrubbed Advisory and Client (the “MSA”). The Client and Scrubbed Advisory may each be referred to as a “Party” and collectively as the “Parties.” In consideration of the mutual promises contained in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ARTICLE 1: DEFINITIONS.
1.1. “Agreement” means, collectively, the MSA, these Terms and Conditions (including , the AUP), and all Service Attachments entered into by Scrubbed Advisory and Client, and all appendices, exhibits, and schedules attached to or referenced in, any of the foregoing.
1.2. “Affiliate” means, with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).
1.3. “AUP” means any acceptable use policy and/or terms of use applicable to the Client Portal, and which will be specified on the Client Portal webpage.
1.4. “Client” means the entity named on the applicable MSA entered into between Scrubbed Advisory and such entity.
1.5. “Client Materials” refers to all data, materials, documents, and information submitted, transmitted, or otherwise provided or made available by Client and/or any Client Affiliates (if applicable) to Scrubbed Advisory in connection with the Services provided under the Agreement.
1.6. “Confidential Information” means certain proprietary and non-public information of a Party (the “Disclosing Party”) that may be disclosed, provided, made available or otherwise obtained by a Party (the “Receiving Party”) in connection with the Agreement regarding the products, services, customers, personnel, and business of the Disclosing Party, including, but not limited to, trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, personally identifiable information of personnel or customers, financial data, and proprietary information of third parties provided to the Disclosing Party in confidence) that is labeled or identified as “confidential” or “proprietary” or that the Receiving Party otherwise knows, or would reasonably be expected to know, the Disclosing Party considers to be confidential or proprietary or that the Disclosing Party has a duty to treat as confidential.
1.7. “Deliverables” means the items specified as deliverables in the applicable Service Attachment(s) to be delivered to Client by Scrubbed Advisory in connection with the performance of the Services under such Service Attachment.
1.8. “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized, now or hereafter, by the laws of any jurisdiction or country.
1.9. “Personnel” means the employees, contractors, and subcontractors of a Party.
1.10. “Scrubbed Advisory” means Scrubbed Advisory, LLC.
1.11. “Services” refers to the accounting, finance, tax, consulting, and/or advisory services provided by Scrubbed Advisory, as specified in the applicable Service Attachment(s).
1.12. “Service Attachment” means any mutually agreed upon and executed ordering document that references the MSA and outlines specific Services to be performed under such ordering document. “Service Attachment” shall broadly include, but is not limited to, statements of work that meet the foregoing criteria (“SOWs”) and Tax Service Attachments. Scrubbed Advisory shall not be obligated to provide any services to Client, except as specifically set forth in an applicable Service Attachment.
ARTICLE 1: SCOPE OF SERVICES; PERFORMANCE
2.1. Services; Performance. Scrubbed Advisory will perform the Services in accordance with the terms of the Agreement (including the applicable Service Attachment(s) entered into by the Parties). All Services will be performed in accordance with industry-recognized professional standards applicable to the specific nature of the Services. Client agrees and understands that Scrubbed Advisory is not a registered independent public accounting firm, is not licensed as a CPA firm, and cannot render services requiring compliance to the standards of the Public Company Accounting Oversight Board (PCAOB); provided, however, Client may explicitly engage such services through Scrubbed Assurance, LLP via an applicable Assurance Engagement Letter between Scrubbed Assurance, LLP and Client. Scrubbed Advisory is responsible for supplying all tools, equipment, and other resources (other than Client Materials) necessary to perform the Services and complete the Deliverables under each Service Attachment. However, at its sole discretion, the Client may provide Scrubbed Advisory with proprietary tools, including without limitation, computers pre-installed with software commonly used by the Client. If applicable, Scrubbed Advisory will inform Client of the software and communications necessary to utilize the Services.
2.2. Personnel. Subject to the terms and conditions of the Agreement, Scrubbed Advisory may utilize its Personnel to perform the Services. Scrubbed Advisory shall be responsible (in its discretion) for the selection and assignment of Personnel and will establish a working schedule for the Personnel assigned to provide Services to Client, in accordance with Scrubbed Advisory’s standard employment policies. In addition, Scrubbed Advisory shall bear sole responsibility for the direction and coordination of the performance of any Services by its Personnel, the payment of compensation and expenses (including, if applicable, withholding of any payroll taxes and benefits) to its Personnel, and the working conditions of its Personnel. Client may reasonably request that any Personnel of Scrubbed Advisory performing Services under the Agreement be replaced with an alternative Personnel of similar or greater qualification, and Scrubbed Advisory shall use commercially reasonable efforts to grant such request in a reasonable period of time, unless such request is unlawful, or clearly and objectively unreasonable under the circumstances. Scrubbed Advisory shall remain responsible for its Personnel’s performance and compliance with the Agreement, and shall ensure that its Personnel have entered into a binding written agreement that protects Client’s rights and interests to at least the same degree as Sections 7 and 8.
2.3. Delivery. Scrubbed Advisory’s obligation to deliver any items or materials under the Agreement is limited solely to the Deliverables. Subject to the Client’s payment of the Fees, Scrubbed Advisory shall promptly deliver the Deliverables to the Client upon completion of such Deliverables. Client’s acceptance of any Deliverables is subject to the acceptance procedures set forth in the applicable Service Attachment.
2.4. Third Party Services. Scrubbed Advisory may recommend, feature, or refer Client to use, certain third party products, services, materials, or software (including, without limitation, data products and services) which are owned, controlled, provided, or operated by third parties (collectively, “Third Party Services”), and which are not provided by Scrubbed Advisory as part of the Services. If Client decides to access or use any such Third Party Services, Client acknowledges and agrees that Client Materials and/or Client Confidential Information may be transmitted, stored, and processed, by and through such Third Party Services, and Client’s use of such Third Party Services is and shall be governed solely by the applicable terms and conditions for such Third Party Services. For the avoidance of doubt, Scrubbed Advisory will not be obligated to procure, obtain, manage, or administer any Third Party Services for or on behalf of Client as part of the Services unless specifically included within the scope of the applicable Service Attachment.
2.5. Applications. In the event that the Client requests that Scrubbed Advisory use specific software applications in connection with Scrubbed Advisory’s performance of the Services, which are not already used or recommended by Scrubbed Advisory, (a) Scrubbed Advisory reserves the right to review any such applications; and (b) Client shall provide access through a virtual machine or remote desktop to any such applications that are non-web based.
2.6. Subcontracting. Scrubbed Advisory may utilize, or delegate the performance of any services hereunder to, its Personnel, including its Affiliates; provided that, Scrubbed Advisory shall remain responsible and liable for their performance and compliance with the Agreement.
ARTICLE 3: QUALIFICATIONS AND STANDARDS
Section 3.1 Pre-Employment Reviews. Before commencing any Services under the applicable Service Attachment, Scrubbed Advisory shall, in accordance with its established policies and procedures—maintaining a standard not lower than Usual and Customary Practices—conduct pre-employment reviews of all professionals assigned to perform such Services. Scrubbed Advisory shall retain evidence of these pre-employment reviews in compliance with applicable local laws and standards. Upon the Client’s written request, and to the extent permitted by applicable law, Scrubbed Advisory shall confirm its adherence to its established policies and Usual and Customary Practices. Additionally, the Parties acknowledge that any further requirements regarding the professional qualifications of Scrubbed Advisory’s Personnel, as requested by the Client, may be specified in a mutually agreed-upon Service Attachment. For the purposes of the Agreement, “Usual and Customary Practices” refers to the commonly accepted commercial practices, professional responsibilities, and standards (excluding legal or regulatory requirements) applicable to the provision of professional services similar to those described herein within the specific country where Scrubbed Advisory is performing the Services.
Section 3.2. Sanctions. Scrubbed Advisory is not currently subject to any disciplinary sanctions that suspend or bar it from acting as an associated person of a registered public accounting firm or any Securities and Exchange Commission (SEC) order under Rule 102(e) of the SEC’s Rules of Practice that would suspend or deny the privilege of appearing or practicing before the SEC. Scrubbed Advisory shall promptly notify the Client in writing within forty-eight (48) hours of any pending or active sanctions. The Client reserves the right to immediately terminate the Agreement if any such sanctions are imposed that may impair Scrubbed Advisory’s ability to perform its obligations or impact the Client’s engagements with its own clients.
ARTICLE 4: CLIENT RESPONSIBILITIES
Section 4.1 Client Obligations. Client acknowledges and agrees that Scrubbed Advisory’s ability to successfully perform the Services in a timely manner is contingent upon performance by Client of the obligations set forth in the Agreement, including any assistance or additional obligations specified in the applicable Service Attachment. Without limiting the generality of the foregoing, Client agrees to and shall timely: (a) perform all obligations identified as Client responsibilities, assistance, and/or obligations in the Agreement; (b) provide all Client Materials necessary to enable Scrubbed Advisory and its Personnel to perform the Services in accordance with the terms of the Agreement, including, any Client Materials specified in the Service Attachment or that Scrubbed Advisory or its Personnel reasonably requests in connection with the performance of the Services; (c) provide such cooperation, assistance, and access to suitably qualified personnel of Client, as Scrubbed Advisory or its Personnel reasonably requests to enable Scrubbed Advisory to perform the Services in accordance with the terms of the Agreement; (d) provide all consents, approvals, notices, and other communications as required under the Agreement; (e) modify or install any hardware reasonably necessary for Scrubbed Advisory’s performance of the Services, as determined by Scrubbed Advisory in its reasonable discretion; (f) install, download, or make the necessary communication connections as reasonably required by Scrubbed Advisory for its performance of the Services; and (g) if applicable, provide Scrubbed Advisory with a virtual machine or remote desktop for the use of any non-web based applications as further described in Section 2.5. Scrubbed Advisory shall have no liability for deficiencies in the Services or Deliverables resulting from any act or omission of Client or any of its Personnel, including without limitation, any unreasonable delays by Client or Client’s Personnel in responding to correspondence or requests from Scrubbed Advisory.
Section 4.2 Client Materials. Client hereby grants to Scrubbed Advisory a worldwide, royalty-free, non-exclusive license to use (including through the use of subcontractors) the Client Materials only for purposes of (a) providing the Services to Client under the Agreement; and (b) generating Aggregated and Anonymous Data (as defined below). Client represents and warrants that: (i) Client has all necessary ownership, rights and/or authorizations to grant the licenses hereunder in and to the Client Materials; and (ii) to the extent any Client Materials include, or Client or any of its Personnel or agents otherwise transmit and/or provide, any personally identifiable information to Scrubbed Advisory in connection with the use of the Services, Client has obtained all permissions and/or approvals required under applicable data protection laws, rules, or regulations, or with respect to any intellectual property, privacy, or proprietary rights, from each applicable data source as may be necessary or required to make available such information to Scrubbed Advisory hereunder.
Section 4.3 Accuracy of Information. Client is responsible for the validity, reliability, accuracy, and completeness of the Client Materials, and Client shall ensure all Client Materials are current and up-to-date and shall disclose all material and relevant information in connection with the Services. Client acknowledges, understands, and agrees that Scrubbed Advisory and its Personnel are entitled to, and shall, rely on the validity, reliability, accuracy, and completeness of the Client Materials as disclosed or supplied to them by Client, Client’s Affiliates (if applicable), and Client’s Personnel, representatives, and/or agents in connection with the Services, including for the preparation of any projections and other forward-looking statements. For clarity, neither Scrubbed Advisory nor any of its Personnel are under any obligation to, nor shall they have any responsibility or obligation to: (a) confirm or review the validity, reliability, accuracy, or completeness of any Client Materials provided hereunder; or (b) review, confirm, or otherwise ensure that any Client Materials are up-to-date or current. Client agrees that, upon receipt from Scrubbed Advisory, Client will promptly review all financial statements, reports, payroll registers, disbursement records, and other documents produced by Scrubbed Advisory for accuracy, validity, and conformity with Scrubbed Advisory’s records. Client will promptly notify Scrubbed Advisory in writing of any error, omission, or discrepancy discovered by Client in any such documents within the acceptance period specified in the applicable Service Attachment.
Section 4.4. Outcome. Any advice, opinions, or recommendations given to Client are provided only as an opinion based on Scrubbed Advisory’s actual knowledge of Client’s particular circumstances, and should not be substituted for appropriate professional advice (such as financial or legal advice). If necessary or appropriate, in Scrubbed Advisory’s discretion, Scrubbed Advisory may suggest Client contact Client’s attorney, one of Scrubbed Advisory’s strategic partners with that specific expertise, or someone else better suited to assist Client. Notwithstanding the foregoing, or anything to the contrary herein, it is acknowledged and agreed that Client remains solely responsible for its use of, including, its decisions, actions, and outcomes arising from or related to the use of, the Services, Deliverables, and/or any advice provided by Scrubbed Advisory hereunder and compliance with applicable law, rules, and regulations of any governmental or regulatory authority (including self-regulatory organization). Scrubbed Advisory does not assume and shall have no responsibility or liability for the selection or consequences of any strategic, financing, legal, or business action based on or incorporating any the Services, Deliverables, and/or any and advice provided by Scrubbed Advisory in connection with the Services. Client further understands that the Services may include the preparation of projections and other forward-looking statements, and that numerous factors can affect the actual results of Client’s operations, which may materially and adversely differ from those projections and other forward-looking statements.
Section 4.5. Client Responsibility. Client acknowledges and agrees that Client, and not Scrubbed Advisory, is solely responsible for (a) the legality, reliability, security, accuracy, and appropriateness of Client Materials; and (b) properly storing and protecting its Client Materials (including all original documents) and properly and adequately backing up and maintaining backup copies thereof. Client represents and warrants that: (i) all Client Materials are and shall be on an ongoing basis, valid, reliable, accurate, complete, up-to-date, and true; (ii) it has all rights necessary to use Client Materials and grant the rights in Section 4.2, without violating third-party intellectual property, privacy, or other rights; (iii) it has the full right, power, and authority to enter into, and to perform its obligations under the Agreement; and (iv) the execution of the MSA by its representative whose signature is set forth at the end of the MSA has been duly authorized by all necessary corporate or organizational action of Client.
Section 4.6 Key Personnel. Client shall designate key personnel who will represent Client in any and all matters involving the Agreement and the Services (“Key Personnel”), as further specified in the applicable Service Attachment. Client shall provide written notice to Scrubbed Advisory of any changes in the designation of its Key Personnel.
Section 4.7 Government Audit. In the event of an audit of Client by a state or federal government agency, Client shall pay all reasonable, documented costs, fees, and expenses incurred by Scrubbed Advisory in connection with such audit.
Section 4.8 Client Portal. Scrubbed Advisory may make available access to the Client Portal for Client to upload Client Materials. Client is authorized to access the Client Portal over the internet through the specified Client Portal webpage provided by Scrubbed Advisory, solely in connection with Client’s authorized use of the Services, and subject to and in accordance with the AUP (the terms of which are deemed incorporated into and made a part of these Terms and Conditions by this reference as if set forth in full herein). Customer may permit its Authorized Users to access and use the Client Portal in accordance with this Section and the AUP. Authorized Users will be required to accept the AUP before accessing the Client Portal. Client shall be responsible for its Authorized Users’ compliance with the terms and conditions of the Agreement (including, the AUP), and any noncompliance of any Authorized User shall be deemed a breach of the Agreement by Client. For clarity, the terms Services and Deliverables as used herein do not include the Client Portal. Client agrees to promptly notify Scrubbed Advisory of any (a) unauthorized use of or access to Client’s or any Authorized User’s Client Portal account; and/or (b) breach of the AUP by Client or any of its Authorized Users. In addition, Client is responsible for verifying whether a transaction request has been completed, and will notify Scrubbed Advisory immediately if it knows or has reason to believe that there is any error with the Client Portal. “Client Portal” means the online client portal and hosted software-as-a-service platform made available to Client by Scrubbed Advisory in connection with the Services. “Authorized Users” means Personnel of Client and Client’s Affiliates who are authorized by Client to access and use the Client Portal.
ARTICLE 5: INDEPENDENCE
Scrubbed Advisory’s adherence to professional independence standards is expressly contingent upon the nature of the Services engaged under the applicable Service Attachment. Where Client engages Scrubbed Advisory for tax, consulting, or advisory services via a Tax Service Attachment or SOW, Client acknowledges that Scrubbed Advisory is not a licensed CPA firm and is not bound by AICPA independence rules. Scrubbed Advisory shall perform such services objectively and free from conflicts of interest, but is not subject to strict CPA independence requirements.
ARTICLE 6: FEES & PAYMENT
Client shall pay the fees set forth in the applicable Service Attachment (“Fees”) for the Services, and shall reimburse Scrubbed Advisory for pre-approved, reasonable, and necessary out-of-pocket expenses incurred by Scrubbed Advisory (the “Expenses”), in accordance with the MSA and the applicable Service Attachment. Scrubbed Advisory will invoice any Fees and Expenses to Client in accordance with the MSA and the applicable Service Attachment. Client’s responsibility for the payment of any sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Scrubbed Advisory’s income (collectively, “Taxes”) is specified in the MSA
ARTICLE 7: PROPRIETARY RIGHTS
Section 7.1. Deliverables. Subject to the terms and conditions of the Agreement (including, Client’s payment of applicable Fees), unless otherwise specified in the applicable Service Attachment, and except for any Third Party Services, Third Party Materials (as defined below), and Background Materials (subject to the license grants in this Section): (a) all Deliverables shall be and the sole and exclusive property of Client; and (b) Scrubbed Advisory hereby assigns to Client all right, title, and interest worldwide in and to the Deliverables, including, any Intellectual Property Rights thereto. To the extent any Deliverable incorporates Background Materials, subject to Section 7.2, Scrubbed Advisory hereby grants to Client a perpetual, irrevocable, worldwide, fully-paid, royalty-free, nonexclusive license to, access, copy, modify, use and distribute such Background Materials solely to the extent incorporated into such Deliverable or as otherwise required to use or enjoy the intended benefits of the Services. Client shall not, nor permit any third party (including, Client’s Personnel) to, remove, modify, or obscure any trademarks, copyright notices, identifiers, or other proprietary rights notices of Scrubbed Advisory or its licensors or suppliers contained on or in the Background Materials. Scrubbed Advisory agrees that it shall not reuse, disclose, or publish any Deliverables without the Client’s express written authorization, and shall maintain the confidentiality of all Deliverables indefinitely in accordance with the terms of the Agreement. Notwithstanding the foregoing, nothing will prohibit Scrubbed Advisory from reusing, disclosing, or publishing any Background Materials, Third Party Materials, or Third Party Services that do not contain any Client Materials or Client Confidential Information. “Background Materials” means any materials, content, information, processes, data (including, Third Party Data), formulas, templates, know-how, concepts, and techniques owned, licensed, or controlled by Scrubbed Advisory prior to and/or outside of the scope and course of performance under the Agreement, including without limitation, any of Scrubbed Advisory’s standard templates, formulas, or methods used to create the Deliverables, and any modifications, enhancements, and improvements thereto that are created by or on behalf of Scrubbed Advisory in the course of performing the Services and that do not incorporate any Confidential Information of Client or Client Materials.
Section 7.2. Third Party Data. The terms in this Section shall apply to all Deliverables containing Third Party Data. Client acknowledges and agrees that (a) Scrubbed Advisory may use and rely upon Third Party Data in the provision of the Services and preparing and providing certain Deliverables to Client under the Agreement; (b) the applicable third party data provider has exclusive proprietary rights in the applicable Third Party Data; and (c) Client’s license to use any Third Party Data incorporated in the Deliverables shall be revoked and automatically terminate if Client uses such Third Party Data in breach of the restrictions set forth in this Section. Client shall not, nor permit any third party (including, Client’s Personnel and Affiliates) to, (i) attribute any Deliverables or Background Materials containing Third Party Data to Client or to any third party; or (ii) redistribute or publish Deliverables containing Third Party Data without Scrubbed Advisory’s prior express written authorization. In addition, Client shall use commercially reasonable efforts to cooperate with Scrubbed Advisory to ensure compliance with any approval processes, citation guidelines, or other requirements, restrictions, or conditions imposed by the applicable third party data providers on the use of Third Party Data contained in the Deliverables. “Third Party Data” means certain data obtained by Scrubbed Advisory from its third party data providers and licensors and used in the provision of the Services (including, but not limited to, financial data from public and private companies, investor profiles, and transaction comparables). For clarity, the term Third Party Materials as used herein does not include Third Party Data.
Section 7.3. Third Party Materials. If Scrubbed Advisory incorporates into any Deliverables any materials or other content that is owned by a third party and subject to separate terms and conditions (“Third Party Materials”), or is required to procure Third Party Services on behalf of Client under a Service Attachment as set forth in Section 2.5, Scrubbed Advisory shall provide Client the separate terms for such Third Party Materials or Third Party Services. The foregoing obligation shall not apply where Third Party Services or Third Party Materials are incorporated into Deliverables to perform the Services in accordance with the instructions, specifications, or directions of Client (and not specifically included in the scope of the Service Attachment) or where Client decides to use Third Party Services or Third Party Materials recommended by Scrubbed Advisory. Ownership of all Third Party Services and Third Party Materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to any express licenses or sublicenses granted to Client under the separate terms and conditions governing such Third Party Services or Third Party Materials.
Section 7.4. Client Materials. Client and its licensors are and shall remain the sole and exclusive owners of all right, title, and interest in and to the Client Materials, including all Intellectual Property Rights therein. Scrubbed Advisory shall have no right or license to, and shall not, use any Client Materials except as expressly set forth in the Agreement. All other rights in and to the Client Materials are expressly reserved by Client.
Section 7.5. Further Assurances. At Client’s request and expense, Scrubbed Advisory will cooperate with and assist Client, both during and after the term of the Agreement, in perfecting, maintaining, protecting, and enforcing Client’s rights in the Deliverables, and will execute and deliver to Client any documents deemed necessary or appropriate by Client in its discretion to perfect, maintain, protect, or enforce Client’s rights in the Deliverables or otherwise carry out the purpose of the Agreement.
Section 7.6. Ownership by Scrubbed Advisory. Scrubbed Advisory and its suppliers own all right, title, and interest in and to the Aggregated and Anonymous Data (as defined below) and any Background Materials, and all intellectual property rights in each of the foregoing. All rights in and to the Background Materials not expressly granted herein are retained by Scrubbed Advisory.
ARTICLE 8: CONFIDENTIALITY
Section 8.1. Protection. The Receiving Party shall hold the Confidential Information of the Disclosing Party in strict confidence, and will disclose the Confidential Information of the Disclosing Party only to the Personnel, representatives, or agents of the Receiving Party who have a need to know such Confidential Information for the purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder; and provided that the Receiving Party will remain liable to the Disclosing Party for any failure by any of such Personnel, representatives, and agents to comply with the Receiving Party’s confidentiality obligations hereunder. The Receiving Party will protect and safeguard the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
Section 8.2. Exceptions. The Receiving Party’s obligations under Section 8.1 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party without any obligation of confidentiality; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party, or its Personnel, has become, generally available to the public; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
Section 8.3. Other Disclosure. The Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party without violating its obligations under Section 8.1 to the extent that such disclosure is (a) approved in writing by the Disclosing Party; (b) necessary for the Receiving Party to enforce its rights under the Agreement; or (c) required by applicable law or by the order of a court or similar judicial or administrative body of competent jurisdiction; provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable written request and expense, in any lawful action to contest or limit the scope of such required disclosure. If the Disclosing Party waives the Receiving Party’s compliance with the Agreement or fails to obtain a protective order or other appropriate remedy, the Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that, any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. Neither Party will disclose any terms of the Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (i) as required by law; or (ii) in connection with a proposed merger, financing, or sale of such Party’s business (provided that any third party to whom the terms of the Agreement are to be disclosed is under a duty of confidentiality).
Section 8.4. Return of Confidential Information. Promptly following the written request of the Disclosing Party, the Receiving Party will return, destroy, or delete, at the Disclosing Party’s option, all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control; provided that, the Receiving Party is not required to return, destroy, or delete archive copies of the Confidential Information made in connection with automatic backup procedures so long as such copies are destroyed upon the normal expiration of backup files. In addition, the Receiving Party may provide an archival copy of the Confidential Information to outside counsel for use in a dispute arising out of or related to the Agreement.
ARTICLE 9: TERMINATION
Section 9.1. Indemnification. Unless earlier terminated in accordance with the terms herein, the term of the Agreement and any applicable Service Attachment(s) shall remain in effect for the respective terms set forth in the MSA and such Service Attachment(s).
Section 9.2. Termination for Cause. Either Party may terminate the Agreement immediately by providing written notice if (a) the other Party engages in fraud, gross negligence, or willful misconduct; (b) the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or makes an assignment for the benefit of creditors; (c) the other Party materially breaches its obligations under the Agreement and does not remedy such breach within thirty (30) days of the date on which the breaching Party receives written notice of such breach from the non-breaching Party; or (d) continued performance would result in a violation of applicable laws, regulations, or professional standards.
Section 9.3. Termination for Convenience. Either Party may terminate the Agreement or any Service Attachment for convenience with thirty (30) days’ written notice, with payment required only for Services rendered under the applicable Service Attachment(s) up to the effective date of termination date, in accordance with the terms of the Agreement.
Section 9.4. Effect of Termination. Upon any expiration or termination of the Agreement for any reason (or termination or expiration of any individual Service Attachment), Client will pay to Scrubbed Advisory any amounts due and payable by Client for the Services that remain unpaid as of the effective date of termination and/or expiration thereof. In addition, upon any expiration or termination of the Agreement, (a) Client’s right to access and use the Client Portal shall immediately terminate and Client shall immediately cease, and ensure its Authorized Users cease any and all use of the Client Portal; (b) Scrubbed Advisory shall promptly return to the Client (i) all copies of Client Materials; and (ii) subject to Client’s payment of all Fees payable under the Agreement, all Deliverables created under the Agreement at any stage of completion; and (c) each Party will promptly return, destroy, or delete Confidential Information of the other Party in accordance with Section 8.4. The following provisions shall survive termination of the Agreement: Sections 1, 6 (solely with respect to accrued but unpaid amounts), 7, 8, 9.4, 10.2, 11, 12, 15, 16,7, 8, 9.4, 10.2, 11, 12, 15, 16, and 17 of these Terms and Conditions and any provisions in the MSA, AUP, and Service Attachment(s) stated to survive.
Article 10: REPRESENTATIONS AND WARRANTIES; DISCLAIMER
Section 10.1. Limited Warranty. Scrubbed Advisory represents and warrants to the Client that it will perform the Services using qualified personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Scrubbed Advisory will, as its sole obligation and Client’s exclusive remedy for any breach of this warranty, re-perform, at its own expense, any non-conforming Services reported to Scrubbed Advisory by Client in writing within thirty (30) days following the provision of such Services. THE FOREGOING WARRANTIES DO NOT APPLY, AND Scrubbed Advisory STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY DATA, THIRD PARTY SERVICES, AND THIRD PARTY MATERIALS.
Section 10.2 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.1, SCRUBBED ADVISORY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, (A) THE SERVICES, DELIVERABLES, CLIENT PORTAL, AND OTHER INFORMATION AND/OR MATERIALS PROVIDED OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES (INCLUDING, ANY THIRD PARTY DATA) ARE NOT INTENDED TO BE COMPREHENSIVE AND SHOULD NOT BE SUBSTITUTED FOR INFORMATION AVAILABLE FROM APPROPRIATE GOVERNMENTAL AGENCIES AND/OR LEGAL AND PROFESSIONAL ADVISORS, AND SCRUBBED ADVISORY ASSUMES NO LIABILITY WHATSOEVER FOR INACCURACIES, MISSTATEMENTS, OR OMISSIONS RELATED TO ANY INFORMATION AND/OR MATERIALS PROVIDED AND/OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES OR CLIENT PORTAL (INCLUDING, ANY THIRD PARTY DATA); AND (B) SCRUBBED ADVISORYMAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DELIVERABLES, CLIENT PORTAL, AND/OR ANY OTHER MATERIALS OR INFORMATION PROVIDED BY SCRUBBED ADVISORY HEREUNDER (INCLUDING, ANY THIRD PARTY DATA), OR THE RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT OR OUTCOME, OR WILL BE, ACCURATE, COMPLETE, OR ERROR FREE. SCRUBBED ADVISORY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICES OR THIRD PARTY MATERIALS, AND SCRUBBED ADVISORY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN CLIENT AND THE THIRD PARTY PROVIDERS OF SUCH THIRD PARTY SERVICES OR THIRD PARTY MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SCRUBBED ADVISORY, ITS PERSONNEL OR ANY REPRESENTATIVES IN CONNECTION WITH THE SERVICES OR OTHERWISE SHALL CREATE ANY WARRANTY. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
ARTICLE 11: INDEMNIFICATION
Client shall defend Scrubbed Advisory, its Affiliates, and licensors, and each of their respective employees, officers, directors, and representatives from and against any third party claims, actions, or suits (each a “Claim”) brought against Scrubbed Advisory, and pay any amounts finally awarded or agreed to in settlement of such Claim, to the extent the Claim arises from or relates to: (a) any Client Materials, including any allegations that the Client Materials infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable laws, rules, or regulations; (b) Client’s use of any Third Party Services or Third Party Materials and/or violation or of any applicable terms, conditions, licenses, or other agreements applicable to any Third Party Services or Third Party Materials; (c) Client’s or any of its Authorized Users’ breach of the AUP or use or misuse of the Client Portal; and/or (d) Client’s gross negligence, fraudulent misrepresentation, or willful misconduct. Scrubbed Advisory shall (i) promptly notify Client in writing of the Claim (provided, a delay in providing notice does not excuse these indemnity obligations unless Client is materially prejudiced by such delay); (ii) give the Client sole control of the defense of the Claim (and in any related settlement negotiations); and (iii) cooperate and, at Client’s written request and expense, assist in such defense. Scrubbed Advisory may participate in the defense of the Claim using its own counsel (at its own expense). Client may not settle the Claim without Scrubbed Advisory’s written consent if such settlement imposes a payment or other obligation on Scrubbed Advisory.
ARTICLE 12: LIMITATION OF LIABILITY
Section 12.1. Limited Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOST DATA, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) A PARTY’S TOTAL AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES PAID OR PAYABLE TO SCRUBBED ADVISORY BY CLIENT UNDER THE APPLICABLE SERVICE ATTACHMENT GIVING RISE TO THE LIABILITY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR LIABILITY (THE “STANDARD CAP”). THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL NOT APPLY TO: (I) CLIENT’S BREACH OF SECTION 17.1 (NON-SOLICITATION) OR BREACH OF THE AUP (INCLUDING ANY MISUSE OF THE CLIENT PORTAL); (II) CLIENT’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (III) CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (IV) CLIENT’S MISUSE OF SCRUBBED ADVISORY’S INTELLECTUAL PROPERTY; (V) A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY); (VI) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUDULENT MISREPRESENTATION; OR (VII) TO THE EXTENT PROHIBITED BY APPLICABLE PROFESSIONAL STANDARDS, LAWS, OR REGULATIONS GOVERNING ATTEST SERVICES PERFORMED BY A LICENSED CPA FIRM, PROVIDED THAT, WITH RESPECT TO SCRUBBED ADVISORY’S BREACH OF SECTION 8 (CONFIDENTIALITY) AS IT RELATES TO CLIENT MATERIALS, IN NO EVENT SHALL SCRUBBED ADVISORY’S TOTAL AGGREGATE LIABILITY EXCEED TWO TIMES (2X) THE STANDARD CAP. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THESE LIMITS. THE PARTIES AGREE THAT (1) THESE LIMITATIONS SHALL APPLY EVEN IF THE AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; AND (2) THIS SECTION 12 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT SCRUBBED ADVISORY WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Section 12.2. Other Limitations. Client agrees that Scrubbed Advisory will not be responsible or liable for any damages for failing to conduct any transaction or for issuing any report when: (a) the Client Portal or other system was not working properly and Client knew or should have known about such issue when it attempted to authorize the transaction; (b) Client fails to notify Scrubbed Advisory of any failed transaction or any transaction that Client knew or reasonably should have known failed; or (c) the information Client or Client’s Affiliates, customers, vendors, or payees have supplied to Scrubbed Advisory is incorrect, incomplete, or not timely. Scrubbed Advisory is not privy to or a party to negotiations or agreements with Client’s vendors or business affiliates that may impose costs or penalties due to errors or omissions in connection with the Services or Deliverables. As such, Client will notify Scrubbed Advisory in advance of any such arrangements with vendors or business affiliates that may impose or cause to occur these or any other type of costs arising from such an error or omission so that any additional safeguards can be implemented to help mitigate the risk of incurring such costs. Such safeguards may include but are not limited to enabling oversight, review, and final approval by Client for these particular transactions. Client agrees that Scrubbed Advisory will not be responsible for detecting errors, irregularities, or illegal acts of Client or its employees.
ARTICLE 13: DATA; SECURITY
Section 13.1. Security Measures. Scrubbed Advisory shall implement and maintain industry-standard technical, physical, and organizational security measures reasonably designed to prevent unauthorized access to and disclosure of Client Materials accessed or stored by Scrubbed Advisory. These safeguards shall comply with laws, regulations, and professional standards applicable to Scrubbed Advisory’s performance of its obligations hereunder. Scrubbed Advisory’s information security measures shall include, without limitation, the following:
a) All electronically stored Client Materials shall be encrypted using Bitlocker or an equivalent encryption method, password-protected, and secured with up-to-date antivirus software.
b) Scrubbed Advisory shall (i) implement physical security controls reasonably designed to prevent unauthorized access to Client Materials, whether stored electronically or in paper format, and (ii) limit access to Client Materials strictly to its Personnel necessary to perform the Services.
c) Scrubbed Advisory shall not connect to the Client’s network without prior written authorization from the Client’s authorized representative and/or under direct supervision of Client.
d) Scrubbed Advisory shall notify the Client without unreasonable delay as soon as it has become aware of any Security Incident. Scrubbed Advisory shall reasonably cooperate with the Client’s investigation and remediation efforts in response to any such Security Incident. “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to unencrypted Client Materials.
e) Scrubbed Advisory agrees to abide by Client’s reasonable access policies, rules, and procedures that have been communicated to Scrubbed Advisory while performing Services on-premises or remotely through network connections and accessing Client’s hardware, software, equipment, tools, networks, and other materials and/or systems.
f) Scrubbed Advisory agrees to abide by any data protection and/or privacy laws, rules, and/or regulations applicable to its performance of the Services.
Section 13.2. Personal Data. Client acknowledges and agrees that, as between the Parties, with respect to the collection, transmission, disclosure, processing and/or use of any personally identifiable data and/or information through or in connection with the Services (“Personal Data”), that is subject to any applicable laws, rules, or regulations pertaining to data privacy or data security (“Data Protection Laws”), Client is the “data controller” and/or “business” and Scrubbed Advisory is a “data processor” and/or “service provider” as such terms are defined pursuant to Data Protection Laws. Client authorizes Scrubbed Advisory to use subprocessors to process Personal Data, provided Scrubbed Advisory contractually requires such subprocessors to abide by terms no less restrictive than this Section and any confidentiality obligations under the Agreement, and Scrubbed Advisory remains liable for the performance of such subprocessors. Scrubbed Advisory will make available to Client a list of subprocessors that in engages to support the processing of Personal Data upon written request. Client represents and warrants that with respect to any Client Materials (including, without limitation, Personal Data) transmitted, stored, or processed, or otherwise provided by Client and/or its Personnel to Scrubbed Advisory in connection with the Services, that: (a) Client is in compliance with all Data Protection Laws; and (b) Client has made all disclosures to, and obtained all permissions and/or approvals from, each applicable data source as may be necessary or required to transmit to Scrubbed Advisory. Personal Data provided or collected through or in connection with the Services shall only be used in accordance with the Agreement. In addition, at Scrubbed Advisory’s request, Client agrees to execute and/or enter into any documents, agreements, statements, or policies reasonably deemed necessary or appropriate by Scrubbed Advisory to comply with Data Protection Laws with respect to any Personal Data processed hereunder.
Section 13.3. Aggregated and Anonymous Data. Notwithstanding anything to the contrary herein, Client agrees that Scrubbed Advisory may obtain and use Client Materials to create aggregated, anonymized, or deidentified data or information of similar form that does not permit the identification of Client or any individual or entity (the “Aggregated and Anonymous Data”). Client further agrees that Scrubbed Advisory shall own such Aggregated and Anonymous Data and may retain, use, and disclose such data for any lawful business purpose, including to improve Scrubbed Advisory’s products and services.
ARTICLE 14: INSURANCE
During the term of the Agreement, Scrubbed Advisory shall maintain workers’ compensation insurance in the amount required by law, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000), comprehensive cyber insurance inclusive of all available first-and third-party coverages with coverage of at least one million dollars ($1,000,000), and professional errors and omissions insurance with coverage of at least one million dollars ($1,000,000) in connection with the provision of Services under the Agreement. Scrubbed Advisory’s commercial general liability policy shall name the Client, including its Affiliates, partners, principals, directors, officers, and employees, as additional insureds. All required insurance policies shall be maintained with insurers rated no lower than “A-VII” by AM Best or an equivalent rating agency. Scrubbed Advisory shall promptly notify the Client in writing of any material changes to the required insurance coverage, including cancellation or non-renewal.
ARTICLE 15: AUDIT RIGHTS
During the term of the Agreement and for a period extending two (2) years thereafter, (a) Scrubbed Advisory shall maintain accurate and complete books and records relating to all Services and Deliverables provided to Client hereunder, including, without limitation, fees, timesheets, expenses, receipts, and supporting documentation; and (b) subject to Scrubbed Advisory’s reasonable confidentiality and security procedures, Scrubbed Advisory will permit Client or an independent third party auditor that is mutually agreed upon by the Parties, at Client’s sole cost and expense, to audit such books and records and/or Scrubbed Advisory’s compliance with maintaining the physical and technical safeguards specified under Section 1313 of the Agreement (“Client Audit”). Scrubbed Advisory shall reasonably cooperate with such Client Audit. Any Client Audit must be conducted during Scrubbed Advisory’s normal business hours, and the Parties must mutually agree upon the scope, timing, and duration of a Client Audit in advance of such audit. Scrubbed Advisory shall have the right to reasonably adapt the scope of any Client Audit to avoid or mitigate risks with respect to the confidentiality of Scrubbed Advisory’s other customers’ information.
The results of any Client Audit, which may include the results of any written reports in connection with a Client Audit, shall be deemed Scrubbed Advisory’s Confidential Information. Client may only request a Client Audit once per consecutive 12 month period; provided that, in the event of a Security Incident, Client may request an additional Client Audit in accordance with this Section.
ARTICLE 16: GOVERNING LAW; DISPUTE RESOLUTION
Section 16.1. Governing Law. The Agreement will be governed by the laws of the State of California, U.S.A., without giving effect to any conflicts of law principles that may require the application of the law of a different jurisdiction. Any legal action or proceeding permitted to be brought under the Agreement will be brought exclusively in the federal or state courts located in San Francisco, California, U.S.A., and the Parties hereby irrevocably consent to the personal jurisdiction and venue therein. In any action or proceeding to enforce rights under the Agreement, the substantially prevailing Party will be entitled to recover costs and reasonable attorneys’ fees.
Section 16.2. Dispute Resolution. Before initiating any arbitration or legal action for any dispute arising out of or related to the Agreement, the Parties agree to first refer the dispute to mediation administered by JAMS under its Commercial Mediation Procedures in San Francisco County, California; provided that, to the extent feasible, the Parties agree the mediation shall be conducted by video conference, telephone, or other telecommunication means. The Parties agree to share the cost of mediation equally. If the Parties cannot resolve the dispute through mediation, then the Parties agree to submit the dispute to binding, confidential arbitration administered by JAMS under its Commercial Arbitration Rules in San Francisco County, California; provided that, to the extent feasible, the Parties agree the arbitration shall be conducted by video conference, telephone, or other telecommunication means. Each Party shall select one arbitrator, and the two arbitrators shall jointly select a third arbitrator. The arbitration will be conducted in English. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any award. The arbitrator shall not have the power to award damages except to the extent specifically permitted by the Agreement. The existence of a dispute, submission to arbitration, the arbitration proceedings, and any information and materials furnished during the arbitration shall be treated as confidential. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.
Section 16.3. Exceptions. Notwithstanding the foregoing, this Section will not prohibit either Party from (a) bringing an individual action in small claims court; (b) seeking injunctive or other equitable relief in a court of competent jurisdiction; (c) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or (d) filing suit in a court of law to address disputes concerning the inventorship, ownership, patentability, validity, enforceability, infringement, or misappropriation of intellectual property rights.
ARTICLE 17: GENERAL
Section 17.1. Non-solicitation. Client understands and acknowledges that Scrubbed Advisory has expended and continues to expend significant time and expense in recruiting and training its Personnel, and that the loss of such Personnel would cause significant and irreparable harm to Scrubbed Advisory. Accordingly, during the term of the Agreement and for a period of twelve (12) months thereafter (the “Restricted Period”), Client shall not, without prior written consent from Scrubbed Advisory, hire, solicit, encourage, induce, or attempt to induce, nor assist any third party in inducing or attempting to induce, any Personnel of Scrubbed Advisory during the engagement to terminate or breach their employment, contractual, or other relationship with Scrubbed Advisory or to engage in direct employment or other contractual relationship with Client; provided that, nothing shall prohibit Client from (a) the placement of a general employment advertisement (e.g., in newspapers, trade magazines or web sites); or (b) responding to a contact that is initiated by Personnel of Scrubbed Advisory seeking employment.
Notwithstanding the foregoing, in the event Client desires or intends to offer employment to, or otherwise hires or engages, any Personnel of Scrubbed Advisory during the Restricted Period, Client will not be in breach of this Section 17.1; provided that, Client: (i) provides Scrubbed Advisory at least thirty (30) days’ prior written notice of its intent to hire or engage such Personnel; and (ii) pays Scrubbed Advisory an amount equal to one hundred fifty percent (150%) of the annual rate paid by Scrubbed Advisory based on the position of such Personnel. The Parties intend that the hiring fees payable by Client under this Section 17.1 are liquidated damages that constitute compensation, and not a penalty. Client acknowledges and agrees that Scrubbed Advisory’s harm caused by Client’s breach of this Section 17.1 would be impossible or very difficult to accurately estimate as of the effective date of the MSA, and that hiring fees are a reasonable estimate of the anticipated or actual harm that might arise from Client’s breach. Client’s payment of the hiring fees for each of Scrubbed Advisory’s Personnel hired by Client, is Client’s sole liability and entire obligation and Scrubbed Advisory’s exclusive remedy under this Section 17.1.
Section 17.2. Publicity. Subject to Client’s prior approval (not to be unreasonably withheld), Scrubbed Advisory may include Client’s name and logo as a customer of Scrubbed Advisory on its websites and in other marketing materials promoting the Services.
Section 17.3. Notice. All notices, communications, and statements required or permitted under the Agreement shall be in writing and delivered by one of the following methods: (a) by personal delivery to the address specified in the MSA for the receiving Party, in which case notice shall be deemed received upon delivery; (b) by nationally or internationally (as applicable) recognized express courier, with written confirmation of receipt, in which case notice shall be deemed received 1 business day after deposit; (c) by registered or certified mail, return receipt requested, postage prepaid, in which case notice shall be deemed received after 3 business days; or (d) by email to the authorized signatory’s email address provided by the Client, in which case notice shall be deemed received 24 hours after successful transmission, provided that no delivery failure notification is received. All such notices will be sent to the addresses set forth on the MSA, or to such other address as may be specified by either Party to the other Party by written notice in accordance with this Section.
Section 17.4. Independent Contractor Relationship. Nothing in the Agreement shall be interpreted to establish a relationship between the Client and Scrubbed Advisory as principal and agent, employer and employee, partners, fiduciaries, or joint venturers. Neither Party shall have the authority to bind or obligate the other, nor shall they represent themselves as having such authority. Scrubbed Advisory is an independent contractor solely responsible for (a) the manner and hours in which the Services are performed; and (b) all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in or receive benefits from any of the Client’s employee benefit plans, fringe benefit programs, group insurance arrangement, welfare plans, or similar programs of Client.
Section 17.5. Force Majeure. Other than any payment obligations arising hereunder, a Party will be excused from performing under the Agreement to the extent that it is unable to perform due to causes beyond its reasonable control, including natural disasters or emergencies, labor disputes, government requirement, act of God, earthquake, fire, civil unrest, act of terror, strikes, lockouts, riots, acts of war, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or communication line or power failures (“Force Majeure”). Either Party rendered unable to fulfill any of its obligations under the Agreement by reason of an event of Force Majeure shall use commercially reasonable efforts to cure any such failure or delay and shall timely advise the other Party of such efforts.
Section 17.6. Severability. If any term, provision, condition, or portion of the Agreement, or its application, is found to be invalid, unenforceable, or inoperative, the remainder of the Agreement, or the application of such term or provision to circumstances or individuals other than those to which it is deemed invalid or unenforceable, shall remain unaffected and continue in full force and effect.
Section 17.7. Construction; Interpretation. The Agreement, including these Terms and Conditions, the MSA, and any Service Attachment(s), shall be deemed to have been jointly prepared by both Parties and their respective counsel through negotiation. As such, no provision of the Agreement shall be construed against either Party based on the fact that they or their counsel were responsible for its drafting. Section headings are provided solely for reference purposes and in no way define, limit, interpret, or describe the scope or extent of such Section or in any way affect the Agreement. When used in the Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.
Section 17.8. Assignment. Except as otherwise expressly permitted in the Agreement, neither Party may assign or transfer the Agreement (or any of its rights or obligations under the Agreement) without the other Party’s prior written consent, except that consent to assign will not be required in the context of a merger, acquisition, change of control or sale of all or substantially all of a Party’s assets or business. Any attempted assignment or transfer in contravention of the foregoing will be void. The Agreement inures to the benefit of and is binding upon the Parties and their respective legal representatives, successors, and permitted assigns.
Section 17.9. Entire Agreement. The Agreement represents the entire understanding between the Parties regarding the subject matter thereof and supersedes all prior or contemporaneous oral or written inducements, course of dealing, communications, conditions, representations, warranties or agreements relating thereto, whether oral or written, as well as any other communications with regard to the subject matter described. Each Party acknowledges and agrees that the other has not made any representations, warranties, or agreements of any kind, except as expressly stated in the Agreement. In the event of any conflicting or inconsistent terms and conditions between these Terms and Conditions, the Service Attachment(s) entered into by the Parties, the MSA, and the AUP , the following order of precedence shall apply: (a) the AUP, with respect to the Client Portal; (b) the applicable Service Attachment (including any Tax Service Attachment or SOW), but solely with respect to the specific scope of Services, fees, professional standards, and regulatory requirements applicable to that specific engagement; (c) these Terms and Conditions; and (d) the MSA, except where it is expressly indicated that a term of the MSA overrides or amends these Terms and Conditions. Any additional or different terms and conditions in any quote, order, acceptance, invoice, or other business form(s) that are inconsistent or conflict with the terms and conditions of the Agreement shall be superseded by the terms of the Agreement.
Section 17.10. No Third Party Beneficiary. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
Section 17.11. Alternative Practice Structure. Scrubbed Advisory, LLC (“Scrubbed Advisory”) operates in an alternative practice structure with Scrubbed Assurance, LLP (“Scrubbed Assurance”). Scrubbed Assurance is a licensed CPA firm and provides audit and attest services to its clients. Scrubbed Advisory is not a licensed CPA firm and does not provide audit or attest services. Client understands that Client has retained Scrubbed Advisory for purposes of this Agreement. Services provided to Client by Scrubbed Assurance, if any, are governed by separate engagement letter(s) between Client and Scrubbed Assurance. To the extent Client has separately engaged Scrubbed Assurance to provide services, Client hereby consents and authorizes Scrubbed Advisory to share with Scrubbed Assurance any information that Scrubbed Advisory may obtain, or has obtained, from Client or on Client’s behalf in the course of Scrubbed Advisory’s current engagement under this Agreement or prior engagement(s).
Client acknowledges and agrees that Client’s sole and exclusive remedy with respect to any claims arising from or relating in any way to this Agreement, shall be against Scrubbed Advisory and no other entity or person, including without limitation Scrubbed Assurance or Scrubbed Assurance’s or Scrubbed Advisory’s partners or employees.