Terms of Service

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms "Client," "you," or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not engage our services or make any payment to us.

The purpose of this Agreement is to establish the terms and conditions under which Client may engage Voss Intelligence for professional compliance consulting services as described on our website at voss-intelligence.com and in any applicable Statement of Work, proposal, or written confirmation of engagement.

Section 1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below. Any terms not defined in this Section shall have the meaning ascribed to them elsewhere in this Agreement or, if not defined herein, shall be given their plain and ordinary meaning.

"Applicable Law" means all laws, statutes, ordinances, regulations, rules, and other types of governmental directives applicable to the provision, access, or use of the Services, including without limitation data protection and privacy laws such as the California Consumer Privacy Act of 2018 (CCPA), the Virginia Consumer Data Protection Act (VCDPA), and the General Data Protection Regulation (EU) 2016/679 (GDPR), to the extent applicable.

"Client Data" means any and all information, data, documents, materials, and other content provided by or on behalf of Client to Company in connection with the Services, including without limitation information submitted through intake forms, documentation provided for assessment purposes, and any communications between the parties relating to the engagement.

"Confidential Information" means any information or data disclosed by either party to the other that is marked or otherwise designated as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information includes, without limitation, all Client Data, business strategies, financial information, pricing information, technical information, product and service information, customer lists, marketing plans, and any non-public information relating to either party's business operations.

"Deliverables" means all reports, assessments, documentation, work product, and other materials produced by Company and delivered to Client as a result of the Services, as specified on the applicable service page on our website or in any written confirmation of the engagement.

"Engagement" means a specific project or scope of work for which Client has engaged Company and for which Client has made payment, as confirmed in writing by Company.

"Intake Form" means the questionnaire, form, or other mechanism provided by Company through which Client provides information necessary to scope and perform the Services.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Services" means the compliance consulting services provided by Company, as described on our website and confirmed in writing for each Engagement. Services may include, but are not limited to: Security Questionnaire Completion, Cyber Insurance Evidence Pack, PCI DSS 4.0 Snapshot Assessment, CMMC Boundary Snapshot, SOC 2 Scope Snapshot, GLBA/FTC Safeguards Snapshot, HIPAA Readiness Snapshot, State Privacy Law Gap Analysis, NIST CSF Assessment, and NYDFS Cybersecurity Snapshot.

"Statement of Work" or "SOW" means any document, whether written or electronic, that describes the specific scope, deliverables, timeline, and fees for a particular Engagement.

Section 2. Services and Scope

2.1 Provision of Services

Subject to the terms and conditions of this Agreement and Client's compliance with its obligations hereunder, Company agrees to provide Client with the Services as described on our website for the applicable service and confirmed in writing upon commencement of the Engagement. Company will perform the Services in a professional and workmanlike manner, consistent with industry standards for compliance consulting services of similar nature and complexity.

2.2 Engagement Initiation

An Engagement shall be deemed to have commenced when all of the following conditions have been satisfied: (a) Client has completed and submitted the applicable Intake Form with all required information; (b) Client has provided all documentation and materials necessary for Company to perform the Services, as reasonably requested by Company; (c) Company has received and confirmed receipt of full payment for the Engagement; and (d) Company has confirmed in writing, which may be by email, that work on the Engagement has commenced. The date on which all such conditions are satisfied shall be the "Commencement Date" for purposes of calculating delivery timelines.

2.3 Delivery Timeline

Company commits to delivering the Deliverables within the timeline specified on the applicable service page on our website, which is typically ten (10) business days from the Commencement Date unless otherwise specified. "Business days" means Monday through Friday, excluding federal holidays observed in the United States. The delivery timeline shall be automatically extended by any period during which Client fails to provide requested information, documentation, or cooperation necessary for Company to perform the Services. Company shall notify Client promptly of any circumstances that may result in delay, and the parties shall work together in good faith to minimize any such delays.

2.4 Format and Delivery of Deliverables

Deliverables shall be provided in the format specified on the applicable service page on our website, which may include PDF documents, spreadsheets, or other electronic formats. Delivery shall be made by electronic transmission to the email address provided by Client in the Intake Form or such other address as Client may specify in writing. Deliverables shall be deemed delivered upon transmission by Company, regardless of whether Client opens, reviews, or downloads the transmitted materials.

2.5 Scope Limitations

The Services are limited to the scope described on the applicable service page on our website and confirmed in writing at the commencement of the Engagement. Any services, deliverables, or work product requested by Client that is outside the agreed scope shall require a separate written agreement and shall be subject to additional fees as determined by Company. Company reserves the right to decline any request for services outside the original scope at its sole discretion.

2.6 Modifications to Services

Company reserves the right to modify, update, or improve its service offerings, methodologies, and deliverable formats from time to time at its sole discretion, provided that such modifications do not materially diminish the overall quality or value of the Services as described at the time of Client's purchase.

Section 3. Client Responsibilities

3.1 Accuracy of Information

Client represents and warrants that all information, data, documentation, and materials provided to Company in connection with the Services is and shall be accurate, complete, current, and not misleading. Client acknowledges and agrees that Company relies on Client-provided information in performing the Services and that the quality and accuracy of the Deliverables is directly dependent on the quality and accuracy of the information provided by Client. Company shall have no liability for any deficiencies in the Deliverables that result from inaccurate, incomplete, or misleading information provided by Client.

3.2 Timely Cooperation

Client agrees to cooperate with Company and provide all information, documentation, access, and assistance reasonably necessary for Company to perform the Services. Without limiting the foregoing, Client shall: (a) respond to Company's inquiries and requests for information within two (2) business days; (b) provide requested documentation within five (5) business days or such longer period as may be reasonably necessary given the nature of the request; (c) make personnel available for interviews, discussions, or clarifications as reasonably requested by Company; (d) review draft Deliverables and provide feedback within five (5) business days of receipt; and (e) designate a single point of contact who has authority to make decisions on behalf of Client regarding the Engagement.

3.3 Consequences of Client Delays

In the event that Client fails to meet its responsibilities under this Section 3, including without limitation failure to provide timely responses, documentation, or cooperation, Company may, at its sole discretion: (a) extend the delivery timeline by a period commensurate with the delay caused by Client, without such extension constituting a breach of Company's delivery obligations; (b) suspend performance of the Services until Client cures the delay, with such suspension period excluded from any delivery timeline; or (c) terminate the Engagement in accordance with Section 11 of this Agreement. Client shall not be entitled to any refund or credit as a result of delays caused by Client's failure to meet its responsibilities.

3.4 Use Restrictions

Client agrees that it shall not, and shall ensure that its employees, agents, and representatives shall not: (a) provide false, misleading, or intentionally inaccurate information to Company in connection with the Services; (b) use the Deliverables to misrepresent Client's actual compliance status, security posture, or readiness to any third party, including without limitation auditors, regulators, customers, or insurance providers; (c) represent or imply that Company has endorsed, certified, or guaranteed Client's compliance with any law, regulation, standard, or framework; (d) use the Services or Deliverables for any purpose that is unlawful or prohibited by this Agreement; (e) share, distribute, or disclose the Deliverables to third parties as representing Company's endorsement or certification of Client; or (f) modify or alter the Deliverables in a manner that misrepresents their contents or the findings therein.

3.5 Compliance with Laws

Client shall comply with all Applicable Laws in connection with its use of the Services and Deliverables. Client is solely responsible for determining whether the Services and Deliverables are suitable for Client's specific compliance obligations and for implementing any recommendations or findings contained in the Deliverables.

Section 4. Fees and Payment

4.1 Pricing

Client agrees to pay the fees for the Services as specified on the applicable service page on our website at the time of purchase (the "Fees"). All Fees are quoted and payable in United States dollars. Once Client has made payment for an Engagement, the Fees for that Engagement are fixed and shall not be affected by any subsequent changes to pricing on our website. Company reserves the right to change the Fees for its Services at any time, provided that such changes shall not affect Engagements for which payment has already been received.

4.2 Payment Terms

Payment of Fees is due in full upon invoice, prior to commencement of the Services. Company accepts payment via ACH bank transfer only. Client shall provide all information necessary to process payment and shall be responsible for any fees charged by Client's financial institution in connection with the payment. Company shall not be obligated to commence work on any Engagement until full payment has been received and confirmed by Company.

4.3 Taxes

All Fees are exclusive of any taxes, duties, levies, or similar governmental assessments of any nature, including without limitation value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Client shall be responsible for paying all Taxes associated with its purchase of the Services, except for taxes based on Company's net income. If Company is required to collect or pay any Taxes on behalf of Client, such Taxes shall be invoiced to Client and paid by Client in addition to the Fees.

4.4 Late Payment

If Client fails to make any payment when due, Company reserves the right, in addition to any other remedies available at law or in equity, to: (a) suspend performance of the Services until payment is received; (b) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Applicable Law, whichever is less; and (c) require prepayment for any future Services. Company shall provide Client with written notice of any delinquent payment and shall allow Client five (5) business days to cure such delinquency before exercising its rights under this Section.

4.5 Payment Portal Fees

If Client requires Company to process payment through a third-party vendor portal, payment platform, or procurement system that charges fees to Company, Client agrees to pay such fees in addition to the Fees for the Services, or to process payment through an alternative method that does not impose such fees on Company.

Section 5. Refunds and Guarantees

5.1 Delivery Guarantee

Company guarantees that it will deliver the Deliverables within the timeline specified on the applicable service page on our website, subject to any extensions resulting from Client delays as described in Section 3.3. In the event that Company fails to deliver the Deliverables within the guaranteed timeline, and such failure is not caused by or attributable to Client, Client shall be entitled to a full refund of the Fees paid for that Engagement as Client's sole and exclusive remedy for such failure. To claim a refund under this Section, Client must notify Company in writing within ten (10) days of the guaranteed delivery date.

5.2 Quality Guarantee

If Client is not satisfied with the quality or content of the Deliverables, Client must notify Company in writing within seven (7) calendar days of delivery, specifying in reasonable detail the basis for Client's dissatisfaction. Upon receipt of such notice, Company will, at its sole discretion and as Client's sole and exclusive remedy: (a) revise or supplement the Deliverables to address Client's reasonable concerns, provided that such revisions are within the original scope of the Engagement; or (b) provide a full refund of the Fees paid for that Engagement. Client's failure to notify Company within the seven (7) day period shall constitute acceptance of the Deliverables and a waiver of any claims relating to the quality thereof.

5.3 Refund Process

Approved refunds shall be processed via the original payment method within ten (10) business days of Company's approval of the refund request. Client acknowledges that the actual posting of refunds to Client's account may take additional time depending on Client's financial institution. Company shall have no liability for delays in posting caused by third-party financial institutions.

5.4 Non-Refundable Fees

Except as expressly provided in Sections 5.1 and 5.2 of this Agreement, all Fees paid by Client are non-refundable and non-cancelable. Without limiting the foregoing, Client shall not be entitled to any refund: (a) for any reason other than Company's failure to meet the delivery guarantee or Client's timely exercise of the quality guarantee; (b) after accepting the Deliverables or after the expiration of the seven (7) day quality guarantee period; (c) for dissatisfaction with findings, recommendations, or conclusions contained in the Deliverables; (d) for delays caused by Client's failure to meet its responsibilities under Section 3; or (e) for termination of the Engagement by Client for convenience.

Section 6. Confidentiality

6.1 Protection of Confidential Information

Each party agrees to hold the other party's Confidential Information in strict confidence and to use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. Each party shall protect the other party's Confidential Information using the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance, but in no event less than a reasonable degree of care. Neither party shall disclose, publish, or otherwise disseminate the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly permitted under this Agreement.

6.2 Permitted Disclosures

Notwithstanding Section 6.1, a party may disclose Confidential Information of the other party: (a) to its employees, officers, directors, attorneys, accountants, financial advisors, contractors, and other representatives who have a need to know such information for the purpose of performing the receiving party's obligations under this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those contained herein and the receiving party remains responsible for any breach by such persons; (b) as required by Applicable Law, court order, subpoena, or governmental authority, provided that the receiving party, to the extent legally permitted, provides the disclosing party with prompt written notice of such requirement prior to disclosure to allow the disclosing party the opportunity to seek a protective order or other appropriate remedy; or (c) with the prior written consent of the disclosing party.

6.3 Exclusions from Confidential Information

Confidential Information shall not include information that the receiving party can demonstrate by competent evidence: (a) was publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure by the disclosing party, without restriction as to use or disclosure; (c) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) was rightfully obtained by the receiving party from a third party who was legally authorized to disclose such information without restriction.

6.4 Non-Disclosure Agreement

Upon Client's written request made prior to the submission of any Confidential Information, the parties will negotiate in good faith and execute a separate mutual non-disclosure agreement containing terms no less protective than those set forth in this Section 6.

6.5 Injunctive Relief

Each party acknowledges and agrees that a breach or threatened breach of this Section 6 may cause irreparable harm to the other party for which monetary damages may be an inadequate remedy. Accordingly, each party agrees that, in the event of any such breach or threatened breach, the non-breaching party shall be entitled to seek immediate injunctive and other equitable relief, without the necessity of proving actual damages or posting any bond or other security, in addition to any other remedies available at law or in equity.

6.6 Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control, including all copies, extracts, and summaries thereof. Notwithstanding the foregoing, the receiving party may retain copies of Confidential Information solely to the extent required by Applicable Law or for legitimate records retention purposes, provided that such retained information continues to be treated as Confidential Information in accordance with this Agreement for so long as it is retained.

Section 7. Intellectual Property

7.1 Ownership of Deliverables

Subject to Client's payment in full of all Fees due for the applicable Engagement, Client shall own all right, title, and interest in and to the Deliverables specifically created for Client as part of that Engagement, excluding any Company Materials (as defined below) incorporated therein. The foregoing ownership shall vest in Client upon delivery of the Deliverables and receipt of full payment.

7.2 Company Retained Rights

Notwithstanding Section 7.1, Company exclusively retains all right, title, and interest in and to: (a) all pre-existing materials, methodologies, frameworks, templates, tools, know-how, and other intellectual property owned or developed by Company prior to or independent of the Engagement ("Company Materials"); (b) all generic processes, techniques, skills, knowledge, and experience developed or enhanced by Company in the course of performing the Services; (c) all aggregated, anonymized, or de-identified data and insights derived from the performance of Services for multiple clients; and (d) all improvements, modifications, or derivative works of Company Materials made in connection with the Engagement. For clarity, no Intellectual Property Rights in Company Materials are transferred to Client under this Agreement.

7.3 License to Company Materials

To the extent that any Deliverables incorporate or are based upon Company Materials, Company hereby grants to Client a non-exclusive, non-transferable, royalty-free, perpetual license to use such Company Materials solely as part of and in conjunction with the Deliverables, solely for Client's internal business purposes. Client shall not have the right to sublicense, modify, adapt, or create derivative works of Company Materials, except as necessary to use the Deliverables for their intended purpose.

7.4 Client Data and Materials

As between Company and Client, Client exclusively retains all right, title, and interest in and to Client Data and any materials provided by Client to Company in connection with the Services. Client hereby grants to Company a limited, non-exclusive license to use, copy, and process Client Data and Client-provided materials solely for the purpose of performing the Services and for no other purpose.

7.5 Feedback

Client may from time to time provide Company with suggestions, comments, ideas, or other feedback regarding the Services or Company's business ("Feedback"). Client hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, incorporate, modify, and otherwise fully exploit any such Feedback in connection with Company's products, services, and business operations, without any obligation to compensate or provide attribution to Client. Company shall have full discretion to determine whether to act on any Feedback.

7.6 Publicity

Company may use Client's name, logo, and a general description of the Services provided in Company's customer lists, website, marketing materials, and other promotional activities, unless Client notifies Company in writing of its election to opt out of such use. Company shall not issue press releases, detailed case studies, or other public statements specifically identifying Client without Client's prior written consent. Client may notify Company of its opt-out election at any time by sending written notice to [email protected].

Section 8. Representations and Warranties

8.1 Mutual Representations and Warranties

Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof, or whose acceptance is evidenced by payment or submission of an Intake Form, has been duly authorized by all necessary action of such party; (c) when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; (d) entering into this Agreement does not violate any other agreement to which such party is bound; and (e) it will comply with all Applicable Laws in performing its obligations under this Agreement.

8.2 Company Performance Warranty

Company represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner, consistent with industry standards for compliance consulting services of similar nature and complexity; (b) Company personnel performing the Services will have the qualifications, experience, and skills reasonably necessary to perform the Services; and (c) the Deliverables, as delivered by Company, will not knowingly infringe the Intellectual Property Rights of any third party.

8.3 DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

8.4 Advisory Services Disclaimer

CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE ADVISORY IN NATURE AND CONSTITUTE RECOMMENDATIONS AND ASSESSMENTS ONLY. COMPANY DOES NOT GUARANTEE ANY PARTICULAR OUTCOME AND MAKES NO WARRANTY OR REPRESENTATION THAT CLIENT WILL: (A) PASS ANY AUDIT OR EXAMINATION; (B) ACHIEVE OR MAINTAIN COMPLIANCE WITH ANY LAW, REGULATION, STANDARD, OR FRAMEWORK; (C) OBTAIN ANY CERTIFICATION, ATTESTATION, OR ACCREDITATION; (D) QUALIFY FOR OR OBTAIN CYBER INSURANCE COVERAGE ON ANY PARTICULAR TERMS; (E) WIN ANY CONTRACT, PROCUREMENT, OR BUSINESS OPPORTUNITY; OR (F) AVOID ANY SECURITY BREACH, DATA INCIDENT, OR REGULATORY ACTION. CLIENT IS SOLELY RESPONSIBLE FOR IMPLEMENTING ANY RECOMMENDATIONS CONTAINED IN THE DELIVERABLES AND FOR ESTABLISHING AND MAINTAINING ITS OWN COMPLIANCE PROGRAMS. COMPANY'S PERFORMANCE OF THE SERVICES AND DELIVERY OF THE DELIVERABLES SHALL NOT BE CONSTRUED AS AN ENDORSEMENT, CERTIFICATION, OR GUARANTEE OF CLIENT'S COMPLIANCE STATUS.

8.5 Not Legal or Audit Services

CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. COMPANY IS NOT A CERTIFIED PUBLIC ACCOUNTING FIRM AND DOES NOT PERFORM AUDITS OR ATTESTATIONS. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE COMPLIANCE CONSULTING SERVICES AND ARE NOT A SUBSTITUTE FOR LEGAL, ACCOUNTING, OR PROFESSIONAL AUDIT SERVICES. CLIENT IS ADVISED TO CONSULT WITH QUALIFIED LEGAL COUNSEL AND ACCOUNTING PROFESSIONALS REGARDING ITS SPECIFIC COMPLIANCE OBLIGATIONS AND REQUIREMENTS.

Section 9. Indemnification

9.1 Indemnification by Company

Subject to the terms and conditions of this Agreement, Company agrees to defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, actions, demands, proceedings, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that the Deliverables, as delivered by Company and used by Client in accordance with this Agreement, infringe such third party's copyright, trademark, or trade secret rights ("IP Claim"). The foregoing indemnification obligation shall not apply to any IP Claim arising out of or relating to: (a) Client Data or materials provided by Client; (b) modifications to the Deliverables made by anyone other than Company; (c) combination of the Deliverables with products, services, or materials not provided by Company, where the Deliverables would not be infringing standing alone; (d) use of the Deliverables in a manner not permitted by this Agreement; or (e) Client's continued use of allegedly infringing Deliverables after being provided with modified non-infringing versions.

9.2 Indemnification by Client

Subject to the terms and conditions of this Agreement, Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any and all claims, actions, demands, proceedings, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of any representation, warranty, or obligation under this Agreement; (b) Client's use of the Services or Deliverables in violation of this Agreement or Applicable Law; (c) Client Data or materials provided by Client infringing the Intellectual Property Rights of any third party; (d) Client's misrepresentation of its compliance status or security posture to any third party; or (e) any claim by a third party arising from Client's use of the Deliverables.

9.3 Indemnification Procedures

The party seeking indemnification ("Indemnified Party") shall: (a) provide the party obligated to provide indemnification ("Indemnifying Party") with prompt written notice of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced thereby; (b) grant the Indemnifying Party sole control over the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim in a manner that adversely affects the Indemnified Party's rights, imposes any obligation on the Indemnified Party, or admits liability on behalf of the Indemnified Party, without the Indemnified Party's prior written consent; and (c) provide the Indemnifying Party with all reasonable cooperation and assistance, at the Indemnifying Party's expense, in connection with the defense of such claim. The Indemnified Party may participate in the defense of such claim with counsel of its own choosing at its own expense.

9.4 Sole Remedy

This Section 9 states each party's sole and exclusive liability, and the other party's sole and exclusive remedy, for any claims of infringement or misappropriation of Intellectual Property Rights.

Section 10. Limitation of Liability

10.1 EXCLUSION OF DAMAGES

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH SUCH LIABILITY IS BASED (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

10.2 LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION SHALL APPLY TO ALL CLAIMS IN THE AGGREGATE AND IS NOT CUMULATIVE.

10.3 ESSENTIAL PURPOSE

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10.4 Exclusions

Notwithstanding the foregoing, the limitations and exclusions set forth in this Section 10 shall not apply to: (a) either party's breach of its confidentiality obligations under Section 6; (b) either party's indemnification obligations under Section 9; (c) either party's fraud, gross negligence, or willful misconduct; or (d) Client's obligation to pay Fees due under this Agreement.

10.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. If any such jurisdiction applies to this Agreement, the limitations and exclusions set forth in this Section 10 shall apply to the fullest extent permitted by Applicable Law.

Section 11. Term and Termination

11.1 Term

This Agreement shall become effective on the Effective Date and shall remain in effect until all Engagements have been completed or terminated in accordance with this Section 11, unless earlier terminated in accordance with the provisions hereof.

11.2 Termination for Convenience by Client

Client may terminate an Engagement at any time prior to delivery of the Deliverables by providing written notice to Company. In the event of such termination, Client shall not be entitled to any refund of Fees paid for the terminated Engagement, and any outstanding Fees shall remain due and payable. Company shall have no further obligation to perform Services with respect to the terminated Engagement upon receipt of Client's termination notice.

11.3 Termination for Convenience by Company

Company may terminate an Engagement at any time prior to delivery of the Deliverables by providing written notice to Client. In the event of such termination, Company shall provide Client with a pro-rata refund of any prepaid Fees based on the proportion of Services not yet performed as of the date of termination, as reasonably determined by Company.

11.4 Termination for Cause

Either party may terminate this Agreement or any Engagement immediately upon written notice to the other party if: (a) the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach in reasonable detail; or (b) the other party becomes subject to any voluntary or involuntary petition in bankruptcy, is adjudicated bankrupt, makes a general assignment for the benefit of creditors, or a receiver or trustee is appointed for such party or a substantial portion of its assets, and such proceeding is not dismissed within sixty (60) days.

11.5 Effect of Termination

Upon termination or expiration of this Agreement or any Engagement: (a) Client shall promptly pay all Fees due for Services performed through the date of termination; (b) Company shall deliver to Client all completed work product and Deliverables in its possession as of the date of termination; (c) each party shall promptly return or destroy all Confidential Information of the other party in accordance with Section 6.6; and (d) all rights and obligations of the parties under this Agreement shall terminate, except that the following Sections shall survive termination: Section 1 (Definitions), Section 6 (Confidentiality), Section 7 (Intellectual Property), Section 8.3-8.5 (Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11.5 (Effect of Termination), and Section 12 (General Provisions).

Section 12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.2 Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be brought exclusively in the state or federal courts located in Sheridan County, Wyoming. Each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue in such courts. Each party agrees that service of process may be made by registered mail to the address set forth herein or such other address as such party may designate in writing.

12.3 Independent Contractor

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, employment, or other form of joint enterprise between the parties. Neither party shall have authority to bind the other or incur any liability on behalf of the other. Company personnel performing the Services are not employees of Client and shall not be entitled to any benefits provided by Client to its employees.

12.4 Assignment

Neither party may assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without consent to an affiliate or to a successor to all or substantially all of its assets or business to which this Agreement relates, whether by merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.5 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) upon transmission by email, if sent during normal business hours and receipt is confirmed by the recipient; (c) one (1) business day after deposit with a nationally recognized overnight courier, specifying next-day delivery; or (d) three (3) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid. Notices to Company shall be sent to: Voss Intelligence LLC, 30 N Gould St Ste R, Sheridan, WY 82801, Email: [email protected]. Notices to Client shall be sent to the address or email provided by Client in the Intake Form or such other address as Client may designate in writing.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) where such failure or delay results from circumstances beyond that party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, civil unrest, embargoes, acts of civil or military authority, fire, floods, epidemics, pandemics, labor disputes or shortages, power outages, telecommunications failures, or cyber attacks not caused by that party's negligence ("Force Majeure Event"). The party affected by a Force Majeure Event shall provide prompt written notice to the other party and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Engagement upon written notice to the other party.

12.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.

12.8 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver.

12.9 Entire Agreement

This Agreement, together with any applicable Statement of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to such subject matter. In the event of any conflict between this Agreement and any Statement of Work, the Statement of Work shall control with respect to the specific Engagement to which it relates. No terms or conditions contained in any purchase order, acknowledgment, or other business form used by Client shall have any force or effect, and such terms and conditions are expressly rejected by Company.

12.10 Amendment

Company reserves the right to modify or update this Agreement from time to time by posting the revised Agreement on its website. Any such modifications shall be effective upon posting, unless otherwise specified. Client's continued engagement of Services after any such modification constitutes Client's acceptance of the modified Agreement. Changes to this Agreement shall apply only to Engagements initiated after the effective date of the modification and shall not affect the terms applicable to any prior Engagements.

12.11 Anti-Corruption

Each party represents and warrants that, in connection with this Agreement, it has not and will not offer, give, promise, or authorize the giving of any money or thing of value, directly or indirectly, to any government official, political party, or candidate for political office, or to any other person, with the intent to induce such person to perform improperly or to reward such person for improper performance of a relevant function or activity, in violation of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010, or any other applicable anti-corruption or anti-bribery law. Each party agrees to notify the other promptly in writing if it becomes aware of any violation of this Section.

12.12 Export Compliance

Client agrees to comply with all applicable export control laws, regulations, and restrictions of the United States and any other applicable jurisdiction. Client represents and warrants that it is not: (a) located in, or a national or resident of, any country that is subject to United States trade sanctions or other significant trade restrictions; (b) identified on any United States government restricted party list; or (c) owned or controlled by any person or entity identified on any such restricted party list. Client agrees not to access or use the Services from any embargoed country or in any manner prohibited by Applicable Law.

12.13 Interpretation

In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) references to "including" or "such as" mean "including without limitation" and shall not be construed to limit any general statement to the specific items listed; (c) headings are for convenience only and shall not affect the interpretation of this Agreement; and (d) references to "days" mean calendar days unless otherwise specified as "business days."

12.14 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies shall be deemed to have the same legal effect as original signatures.

Section 13. Contact Information

If you have any questions about this Agreement, the Services, or any other matter relating to Voss Intelligence, please contact us using the information below:

By engaging our services, submitting an intake form, or making payment to Voss Intelligence, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.