Terms of Use

Overview

This document includes our standard terms and conditions (“Terms and Conditions”) related to our provision of services to you. This document comprises your agreement with us (“Agreement”).

For the purposes of these Terms and Conditions, any reference to “firm,” “we,” “us,” or “our” is a reference to Maternal Grove, and any reference to “the Company”, “you,” or “your” is a reference to the party or parties that have engaged us to provide services. References to “Agreement” mean other written documents describing the scope of services, any other attachments incorporated therein, and these Terms and Conditions.

Billing and Payment Terms

Our billings will be rendered prior to the work being performed and will be payable upon receipt.

Subscription invoices outstanding for more than 30 days will result in subscription cancellation. We will contact you to discuss the need to suspend or discontinue the subscription until the account is brought current. You have thirty (30) days from the invoice date to review the invoice and to communicate to us in writing any disagreement with the charges, after which you waive the right to contest the invoice.

In the event that work is discontinued, either temporarily or permanently, as a result of delinquent payment, we shall not be liable to the Company for any damages that occur as a result of the work stoppage.

Electronic Data Communication and Storage

In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us. You consent to our use of these electronic devices and applications during this engagement.

Client Portals

To enhance our services to you, we will utilize a collaborative, virtual workspace in a protected, online environment. The virtual workspace permits real-time collaboration across geographic boundaries and time zones and allows Maternal Grove and you to share data, information, knowledge, and deliverables in a protected environment. In order to use the virtual workspace, you may be required to execute a client portal (virtual workspace) agreement and agree to be bound by the terms, conditions and limitations of such agreement. You agree that we have no responsibility for the activities of the virtual workspace and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of the virtual workspace.

Maternal Grove is not a host for any of your information. You are responsible for maintaining your own copy of this information. We do not provide back-up services for any of your data or records, including information we provide to you. Portals are utilized solely as a method of transferring data and are not intended for the storage of your information. Information on a portal may be deleted by Maternal Grove.

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information. If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

Third-Party Service Providers or Subcontractors

To enhance our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us. This may include provision of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control procedures.

By accepting the terms and conditions of our engagement, you are providing your consent and authorization to disclose your confidential information to a third-party service provider, if such disclosure is necessary to deliver professional services or provide support services to our firm.

Electronic Signatures and Counterparts

Each party hereto agrees that any electronic signature is intended to authenticate a written signature, shall be valid, and shall have the same force and effect as a manual signature. For purposes hereof, “electronic signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities, or a digital signature. This agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

Conflicts of Interest

If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.

Limitation of Liability

The Company agrees that Maternal Grove and its personnel shall not be liable to the Company for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees paid by the Company to Maternal Grove pursuant to this engagement, except to the extent finally judicially determined to have resulted primarily from gross negligence or intentional misconduct of Maternal Grove.

In no event shall Maternal Grove or its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this engagement, even if Maternal Grove has been advised by the Company of the possibility of such damages. This limitation applies to all causes of action or claims individually and in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, or other torts.

Mediation

If a dispute arises out of or relates to the Agreement, including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation will be conducted in California.

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party.

Designation of Venue and Jurisdiction

In the event of a dispute, the courts of the state of California shall have jurisdiction, and all disputes will be submitted to the United States District Court for the District of California. We also agree that the law of the state of California shall govern all such disputes.

Statute of Limitations

You agree that any claim arising out of this engagement letter shall be commenced within one (1) year of the delivery of the work product to you, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services of a suit, or the institution of arbitration proceedings against Maternal Grove.

Termination and Withdrawal

We reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, non-payment of fees, your failure to comply with the terms of this Agreement, or as we determine professional standards require. If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, or for any liability, including but not limited to, penalties or interest that may be assessed against you resulting from your failure to meet such deadlines.

If this Agreement is terminated before services are completed, you agree to compensate us for the services performed and expenses incurred through the effective date of termination.

Potential Impact of COVID-19 on Services

We and you acknowledge that governmental authorities may restrict travel and/or the movement of citizens due to the COVID-19 pandemic. In addition, we and you may restrict personnel from travel and onsite work, whether at a client facility or our facility. Accordingly, to the extent that the services described in the Agreement requires or relies on personnel to travel and/or perform work onsite, we and you acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, or may require modification. We and you agree to provide the other with prompt written notice in the event any of the services described herein must be rescheduled, suspended, or modified. We and you also both acknowledge and agree that any delays or modifications may increase the cost of the services. We will obtain your prior written approval for any increase in the cost of our services that may result from the impact of COVID-19 on our services.

Indemnification

You agree to indemnify, defend, and hold harmless Maternal Grove and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of Maternal Grove.

Non-Solicitation

The Company agrees that during the course of this engagement and for a period of one (1) year after the completion of this engagement that it will not solicit for employment Maternal Grove employees assigned to this engagement without prior written consent of Maternal Grove.

In addition, in the event that any Maternal Grove employee assigned to this engagement accepts employment with the Company during the course of this engagement or during the one year period after the completion of this engagement, Maternal Grove will be entitled to a fee of 50% of the greater of the employee’s current estimated annual salary or the annual salary at which the Maternal Grove employee is hired by the Company.

Independent Contractor

When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.

Our obligations under this agreement are solely obligations of Maternal Grove, and no director, principal, employee or agent of Maternal Grove shall be subjected to any personal liability whatsoever to you or any person or entity.

Confidentiality

Both parties acknowledge that either party may receive (the “Receiving Party”) Confidential Information (as defined hereinafter) from the other party (the “Disclosing Party”) during the term of this Agreement and such Confidential Information will be deemed to have been received in confidence. The Receiving Party shall use the Disclosing Party’s Confidential Information only to perform its obligations under this Agreement and may disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s directors, officers, attorneys, auditors and personnel having a need to know such Confidential Information for the exclusive purposes of performing the Receiving Party’s obligations hereunder. The Receiving Party shall treat the Disclosing Party’s Confidential Information as it does its own Confidential Information and, in any event, with not less than a reasonable degree of care.

The term “Confidential Information” includes, without limitation, (i) all information disclosed to the Receiving Party by the Disclosing Party that is not generally known to the public and should reasonably be considered proprietary or confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure; (ii) all information, whether in oral, written, visual or electronic form, identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the effective date of the Agreement; and (iii) the terms and conditions of this Agreement including any fee structure, (iv) the Disclosing Party’s: (A) trade secrets, (B) existing or contemplated products or services, product specifications, hardware or system designs, architecture, structure, technology, software, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (C) information relating to business plans, sales or marketing methods and customer lists or customer requirements.

Neither party shall disclose any element of such fee structure, terms, and condition, or amendment of this Agreement to any Third Party.

The obligations of either Party under this section will not apply to information that the Receiving Party can demonstrate (i) was in its possession at the time of disclosures and without restriction as to explicit confidentiality; (ii) at the time of disclosure is generally available to the public, or after disclosure becomes generally available to the public, through no breach of this Agreement or other wrongful act by the Receiving Party; (iii) has been received from a Third Party that does not have an obligation of confidentiality to the Disclosing Party or its affiliates, and without breach of this Agreement or other wrongful act by the Receiving Party; or (iv) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party. “Third Party” shall mean any person or entity other than the parties or their respective affiliates.

The Receiving Party will be liable for any unauthorized disclosure, access or use of the Confidential Information of the Disclosing Party by any person or entity that received the Confidential Information of the Disclosing Party from or through the Receiving Party.

In the event the Receiving Party is required by law, regulation, stock exchange requirement or legal process to disclose any of the Confidential Information of the Disclosing Party in connection with any legal or regulatory proceeding, the Receiving Party shall: (i) give the Disclosing Party, to the extent possible, advance written notice prior to disclosure so the Disclosing Party has a reasonable opportunity to contest the disclosure or seek a protective order or other remedies or waive compliance with the terms of this Agreement, (ii) disclose only that portion of the Disclosing Party’s Confidential Information that the Receiving Party is legally required to be disclosed, and (iii) will exercise all reasonable efforts to obtain assurance that confidential treatment and reasonable security will be accorded to that Confidential Information.

Records Management

Record Retention and Ownership

Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations. You are responsible for maintaining complete and accurate books and records and other deliverables provided to you by us. If we provide deliverables or other records to you via an information portal, you must download this information at your convenience or within 1 year. Professional standards preclude us from being the sole repository of your original data, records, or information.

Workpapers and other documents created by us are our property and will remain in our control. Copies are not to be distributed without your written request and our prior written consent.

Our firm destroys workpaper files after a period of 1 year. Catastrophic events or physical deterioration may result in damage to or destruction of our firm’s records, causing the records to be unavailable before the expiration of the retention period as stated in our record retention policy.

Working Paper Access Requests by Regulators and Others

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

Summons or Subpoenas

All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

Proprietary Information

You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services we perform and were developed prior to our association with you. Any new forms, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format or other medium.

Newsletters and Similar Communications

We may send newsletters, emails, explanations of developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not, by themselves, constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

Disclaimer of Legal and Investment Advice

Our services under this Agreement do not constitute legal or investment advice. We recommend that you retain legal counsel and investment advisors to provide such advice.

Referrals

In the course of providing services to you, you may request referrals to products or professionals. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional can meet your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on work completed by other professionals or products you may retain.

Limitations on Oral and Email Communications

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility, except to the extent caused by our gross negligence or intentional misconduct as finally judicially determined, for any liability including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate engagement letter.

Force Majeure

Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse [Client Name] of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

Assignment

All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties’ successors and assigns, subject to applicable laws and regulations.

Severability

If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

Entire Agreement

These Terms and Conditions and any other attachments, encompass the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this Agreement must be made in writing and signed by both parties. This Agreement has been entered into solely between Maternal Grove and you, and no third-party beneficiaries are created hereby.