Master Terms of Service

These Master Terms of Service govern the provision of advisory and operational consulting services by LGCY A.R.P., Inc to its business clients, together with access to and use of LGCY’s website and online materials. Please read these Terms carefully. By accepting these Terms or engaging LGCY for Services as described in Section 1.2, Client agrees to be bound by them.

1. Acceptance; Structure of the Agreement

1.1 Parties. These Master Terms of Service (these “Terms”) are entered into by and between LGCY A.R.P., Inc, a Delaware corporation with its principal place of business in New York, New York (“LGCY,” “we,” “us,” or “our”), and the business entity or person that accepts these Terms or engages LGCY for Services (“Client,” “you,” or “your”). LGCY and Client are each a “Party” and together the “Parties.”

1.2 Acceptance. Client accepts and becomes legally bound by these Terms upon the earliest to occur of: (a) clicking “I Accept” or a substantially similar affirmation where these Terms are presented online; (b) executing an Order Form that references or incorporates these Terms; or (c) paying any Fees or otherwise requesting, commencing, or accepting any Services. If an individual accepts on behalf of an entity, that individual represents and warrants that he or she has authority to bind the entity, and “Client” refers to that entity. Where acceptance occurs online, Client agrees that LGCY’s electronic records (including account, email, IP-address, and timestamp information) evidence the acceptance and the accepting person’s agreement and represented authority, and that such acceptance is valid and enforceable under the U.S. ESIGN Act and the New York Electronic Signatures and Records Act (“ESRA”).

1.3 Structure of the Agreement; Order of Precedence. The agreement between the Parties (the "Agreement") consists of (a) these Terms and (b) each order form, statement of work, or engagement summary executed by or agreed between the Parties (each, an "Order Form"). A form of Order Form is attached as Exhibit A. In the event of a conflict, the Order Form controls over these Terms solely as to (i) the specific commercial matters it expressly addresses (such as the Services selected, Fees, and scheduling), and (ii) any other term, including any legal term, but only if and to the extent the Order Form expressly states that such term modifies, supersedes, or takes precedence over these Terms. In all other respects these Terms control. A legal or other term included in an Order Form that does not expressly state an intent to override these Terms supplements, and does not supersede, these Terms. Each accepted Order Form, together with these Terms, forms a separate Agreement.

1.4 Business Use Only; Not a Consumer Transaction. The Services are offered and provided solely for business and commercial purposes. Client represents and warrants that it is entering into the Agreement in the course of its trade, business, or profession and not as a consumer, that it is a sophisticated party capable of evaluating and procuring the Services, and that it has had the opportunity to consult with advisors of its choosing. To the fullest extent permitted by applicable law, Client waives the benefit of any consumer-protection statute or rule that would otherwise apply.

1.5 United States Clients. The Services are currently offered only to Clients domiciled and operating in the United States. Client represents that it is so domiciled and operating.

1.6 Updates to these Terms. We may revise these Terms from time to time by posting updated Terms. The version of these Terms in effect when an Order Form is accepted (or, for online-only acceptance, on the date of acceptance) governs that engagement for its duration. Revised Terms apply only to Order Forms accepted, or Services first engaged, on or after the effective date of the revised Terms, and do not alter the terms of any engagement already in progress.

2. Definitions

Capitalized terms have the meanings given where first defined and as set out below. “Including” and “includes” mean “including without limitation.”

“Actions” means any claim, demand, action, suit, or proceeding brought by a third party.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.

“Audit” means the Value Creation Audit & Roadmap engagement described in Section 3.2, including the Roadmap.

“Client Materials” means all data, documents, records, information, systems access, and other materials that Client provides or makes available to LGCY for the Services.

“Confidential Information” has the meaning given in Section 8.1.

“Deliverables” means the work product created by LGCY specifically for Client under an Order Form, such as the Roadmap and any Client-specific standard operating procedure (“SOP”) documentation, but excluding Pre-Existing LGCY IP, General IP, and LGCY Materials.

“Fees” means the fees payable for the Services as set out in the applicable Order Form.

“General IP” has the meaning given in Section 7.3.

“LGCY Materials” has the meaning given in Section 7.5.

“Losses” means losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees) incurred in connection with an Action.

“Partner Engagement” means the “Partner with Our Team” embedded advisory and operational engagement described in Section 3.3.

“Pre-Existing LGCY IP” has the meaning given in Section 7.2.

“Roadmap” means the sequenced written plan delivered as part of the Audit.

“Services” means the services LGCY agrees to provide under an Order Form, which may include the Audit, the Partner Engagement, or both, together with any related Deliverables.

3. The Services

3.1 Services Generally. LGCY provides business advisory and operational consulting Services designed to identify and help remove operational constraints that affect a business’s cash flow and enterprise value. The specific Services, scope, and commercial terms for each engagement are set out in the applicable Order Form and may include one or both of the Services described in Sections 3.2 and 3.3.

3.2 Value Creation Audit & Roadmap. The Audit is a fixed-scope engagement, ordinarily conducted over approximately three (3) weeks, consisting of on-site diagnostic work at Client’s business, followed by analysis, and culminating in delivery of the Roadmap. The Roadmap identifies operational constraints, provides illustrative estimates of their impact, and sets out a suggested sequence for addressing them. The Roadmap is Client’s to execute, with or without LGCY.

3.3 Partner Engagement (“Partner with Our Team”). The Partner Engagement is an ongoing, embedded advisory and operational engagement in which LGCY works alongside Client’s team to help implement value-creation initiatives, delivered through periodic on-site sprints and work performed between visits, as further described in the Order Form. Unless the Order Form provides otherwise, the Partner Engagement includes the Audit. Admission is discretionary. The Partner Engagement is offered at LGCY’s sole discretion, by invitation and following a vetting process. Completion of an Audit does not entitle Client to a Partner Engagement.

3.4 Manner of Performance; Scheduling. LGCY will perform the Services in a professional and workmanlike manner. On-site scheduling and cadence will be coordinated in good faith and depend on Client’s cooperation and availability. LGCY may perform Services through its employees, personnel, and subcontractors, and remains responsible for their performance and for their compliance with the confidentiality obligations in Section 8.

3.5 Changes to Scope. Any material change to the scope of an engagement requires a written change order or amended Order Form agreed by both Parties, which may adjust the Fees and timeline. Minor adjustments consistent with the original scope may be handled without a change order.

3.6 No Guarantee of Results; Marketing Statements. The Services are advisory and operational in nature, and their outcomes depend on factors outside LGCY’s control, including Client’s execution, market conditions, and third-party buyer sentiment. LGCY makes no guarantee, representation, or warranty that the Services or Deliverables will result in any specific financial outcome, cash-flow increase, cost saving, valuation multiple, or business sale. Client acknowledges that statements in LGCY’s marketing materials, presentations, case studies, or sales discussions — including that engagements “pay for themselves” or that “one fix pays for the audit” — are illustrative marketing statements, are not guarantees, representations, or warranties, and are not part of this Agreement. See Section 11.

3.7 No Oral Modifications; On-Site Requests. This Agreement may be modified only by a written change order or amended Order Form signed by an authorized representative of each Party (a “Change Order”). Consistent with Section 15-301 of the New York General Obligations Law, no oral or informal communication modifies the Agreement or the scope of Services. In particular, no verbal request, informal email, or casual direction made by Client personnel to LGCY personnel on site will expand the scope of Services, change any Deliverable or deadline, or create any additional obligation of LGCY unless documented in a signed Change Order.

4. Client Responsibilities

4.1 Cooperation. Client’s timely cooperation is essential to LGCY’s performance. Client will:

(a) provide accurate, complete, and current information and Client Materials as reasonably required;

(b) provide timely access to its premises, systems, records, and personnel, and a safe working environment for on-site work;

(c) designate an authorized point of contact with sufficient authority to make operational decisions and provide approvals;

(d) review and approve, or provide feedback on, Deliverables within five (5) business days of submission; and

(e) obtain any internal or third-party consents required for LGCY to perform the Services.

4.2 Client Decisions; Own Advisors. Client is responsible for its own business decisions and for implementing (or declining to implement) any recommendation. Client is responsible for engaging its own legal, tax, accounting, valuation, and financial advisors. See Section 11.6.

4.3 Effect of Client Delay. LGCY’s ability to meet timelines depends on Client’s cooperation. Delays caused by Client’s acts or omissions are not a breach by LGCY and may result in reasonable adjustments to the schedule and, where applicable, the Fees.

4.4 Safe Environment; Stop-Work Right. Client will provide a safe, lawful, non-hazardous, and non-hostile working environment for LGCY personnel on site, and will inform LGCY personnel of applicable workplace safety rules and provide any necessary site orientation or protective protocols. LGCY may immediately suspend or withdraw on-site Services, without penalty, without any cure period, and without being in breach, if its personnel encounter illegal activity, an unmitigated safety or environmental hazard, harassment, or a hostile work environment. Any such suspension will not entitle Client to a refund, fee reduction, or credit, and will not relieve Client of its payment obligations under Section 5.

4.5 Key Stakeholder Availability. Client will ensure that its designated contact, and any executive whose input or approval is reasonably required, remain reasonably available during scheduled on-site sprints. If such leadership is unavailable for more than forty-eight (48) hours during an active on-site sprint, LGCY may pause on-site work and reallocate its personnel without penalty, and any resulting delay is treated under Section 4.3.

4.6 Deemed Acceptance of Deliverables. Client will review each Deliverable within five (5) business days after delivery. If Client does not deliver a written notice identifying specific, material non-conformities within that period, the Deliverable is deemed accepted and LGCY’s performance obligations for the corresponding phase are satisfied. Disagreement with LGCY’s conclusions or recommendations is not a non-conformity.

4.7 Rescheduling and Dormancy. If Client postpones an agreed on-site visit, or fails to provide access or information reasonably required to proceed, for more than sixty (60) days after the later of Order Form execution or payment, LGCY may, in its discretion, (a) charge a reasonable re-mobilization fee, or (b) deem the initial Fee earned and terminate the engagement, after which a new Order Form is required to resume.

4.8 Delivery and Completion Cut-Off (Audit). LGCY will deliver the Roadmap within thirty (30) days after completing the on-site visit, provided Client has supplied the information reasonably requested. If Client fails to supply such information within forty-five (45) days after the on-site visit, LGCY may deliver the Roadmap based on the information then available, on an “as-is” basis, after which the Audit is deemed complete and the Audit Fee is fully earned.

4.9 Data Handling; Systems Access. LGCY will use commercially reasonable administrative and technical measures to protect Client Materials in its possession and will limit access to personnel who need it for the Services. Client is responsible for maintaining its own systems, access controls, and backups. LGCY is not a provider of data-security, hosting, or backup services, and its sole obligations regarding Client data are those expressly stated in Section 8 (Confidentiality) and this Section.

5. Fees, Expenses, and Payment

5.1 Fees. Client will pay the Fees set out in the applicable Order Form. By way of illustration and subject to the Order Form: the Audit is provided for a fixed, one-time Fee; and the Partner Engagement is provided for an initial Fee to commence the engagement plus a recurring monthly retainer.

5.2 Travel and Expenses Included. Unless the Order Form states otherwise, the Fees are inclusive of LGCY’s ordinary travel and lodging expenses for scheduled on-site work, and no separate expense reimbursement will be charged.

5.3 Invoicing and Payment. Unless the Order Form states otherwise, invoices are payable in U.S. Dollars within seven (7) days of the invoice date, by credit card or bank transfer, and any monthly retainer is billed monthly in advance.

5.4 Late Payment; Suspension. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. LGCY may suspend Services on five (5) days’ written notice if any undisputed amount remains unpaid, without prejudice to its other rights. A recurring charge that is declined, reversed, charged back, or otherwise not honored is treated as non-payment as of the original due date for purposes of this Section 5.4 and Section 6.3.

5.5 Taxes; Payment Fees. Fees are exclusive of (a) applicable sales, use, and similar taxes (excluding taxes on LGCY's net income), and (b) any wire transfer, ACH, bank, credit card, payment card, processor, or similar transaction or payment-processing fees, all of which are Client's responsibility.

5.6 Earned Fees. Except as expressly provided in Section 6.2, Fees are non-refundable once earned. The Audit Fee is earned upon commencement of the on-site portion of the Audit; the initial Partner Engagement Fee is earned upon commencement of the Partner Engagement; and each monthly retainer is earned for the month to which it relates.

5.7 Payment Processing; Recurring Billing. Payments may be processed through third-party payment processors (for example, Stripe), and Client’s use of them is subject to their terms. LGCY is not responsible for any act, error, downtime, or security incident of a third-party processor. By providing payment credentials for the Partner Engagement, Client authorizes LGCY (and its processor) to charge the recurring monthly retainer, and any applicable taxes, on the due date each month on a recurring basis until the engagement is terminated under Section 6.

6. Term and Termination

6.1 Term. Each engagement begins on the effective date stated in the Order Form and continues until the Services are completed (in the case of the Audit) or until terminated in accordance with this Section 6 (in the case of the Partner Engagement).

6.2 Termination for Convenience.

(a) Audit. Either Party may terminate the Audit by written notice before the on-site portion begins, in which case LGCY will refund any prepaid Audit Fee less amounts reasonably incurred. Once the on-site portion begins, the Audit Fee is fully earned and non-refundable.

(b) Partner Engagement. Either Party may terminate the Partner Engagement for convenience on thirty (30) days’ written notice. Client remains responsible for Fees through the end of the notice period and for the then-current monthly period, and for any on-site sprint already scheduled or performed.

6.3 Termination for Cause. Either Party may terminate the Agreement (or any affected Order Form) immediately on written notice if the other Party (a) materially breaches the Agreement and fails to cure within ten (10) business days after written notice, or (b) becomes insolvent or subject to any bankruptcy or similar proceeding. Notwithstanding the foregoing cure period, failure to fully any Fees by or before the date such Fees are due is deemed to be a material breach of this Agreement for which the cure period is five (5) business days (and for which no notice, written or otherwise, from LGCY is required); during that period LGCY may suspend Services under Section 5.4, and if the breach is not cured LGCY may terminate the affected Order Form.

6.4 Effect of Termination. On termination, Client will pay for all Services performed and Fees earned through the effective date of termination; LGCY will deliver completed Deliverables for which payment has been made and any work in progress as-is; and each Party will, on request, return or destroy the other’s Confidential Information (subject to Section 8.5).

6.5 Survival. Sections 2, 5 (as to amounts accrued), 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16, and any other provision that by its nature should survive, survive termination or expiration of the Agreement.

7. Intellectual Property

7.1 Deliverables. Subject to Client’s full payment of the applicable Fees and to Sections 7.2 through 7.5, LGCY assigns to Client, upon such payment, all right, title, and interest in and to the Deliverables created specifically for Client under an Order Form (including the Roadmap and Client-specific SOP documentation).

7.2 Pre-Existing LGCY IP. LGCY retains all right, title, and interest in and to all intellectual property that LGCY owned or developed, whether by itself or together with others, prior to, or independently of, the Services (“Pre-Existing LGCY IP”).

7.3 General IP. LGCY retains all right, title, and interest in and to all methodologies, frameworks, techniques, processes, diagnostic and scoring systems, financial models, constraint-identification formulas, software, tools, templates, know-how, and improvements that are of general applicability and not specific to Client, whether developed by itself or together with others, and whether developed prior to, independently of, or in the course of performing the Services (“General IP”). For clarity, General IP does not include the Deliverables assigned under Section 7.1, Client Materials, or Client’s Confidential Information.

7.4 License to Client. To the extent any Pre-Existing LGCY IP or General IP is incorporated into, or reasonably necessary to use, the Deliverables, LGCY grants Client a non-exclusive, royalty-free, worldwide, perpetual (subject to full payment), non-transferable (except as permitted in Section 16.4) license to use such Pre-Existing LGCY IP and General IP solely as part of, and in connection with Client’s use of, the Deliverables for Client’s internal business purposes.

7.5 LGCY Materials. “LGCY Materials” means LGCY’s standard SOPs, templates, tools, models, and similar materials that LGCY makes available to Client. LGCY retains all right, title, and interest in and to the LGCY Materials, and grants Client a non-exclusive, royalty-free, non-transferable license to use the LGCY Materials for Client’s internal business purposes during and after the engagement. The LGCY Materials are the Confidential Information of LGCY. Client’s obligations not to distribute, sublicense, publish, or otherwise make the LGCY Materials available to any third party survive perpetually as intellectual-property restrictions under this Section 7, notwithstanding the time limit in Section 8.6.

7.6 Feedback. If Client provides feedback or suggestions regarding the Services, LGCY may use them without restriction or obligation, provided LGCY does not identify Client without consent.

7.7 Reservation of Rights. Except for the rights expressly granted, each Party reserves all rights in its intellectual property.

7.8 Aggregated and Anonymized Data. LGCY may collect, compile, and use anonymized, de-identified, and aggregated data derived from performing the Services to develop and improve its methodologies, benchmarks, and tools, provided that such data does not identify Client and does not contain Client’s Confidential Information or trade secrets. As between the Parties, LGCY owns such aggregated and anonymized data.

8. Confidentiality

8.1 Definition. “Confidential Information” means non-public information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Confidential Information includes the LGCY Materials and Pre-Existing LGCY IP (as LGCY’s), the Client Materials (as Client’s), the non-public terms of the Agreement, and the Disclosing Party’s business, financial, technical, and operational information.

8.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

8.3 Obligations. The Receiving Party will (a) use the Confidential Information only to perform under, or exercise its rights under, the Agreement; (b) protect it using at least the degree of care it uses for its own confidential information of like importance, and no less than reasonable care; and (c) limit access to those of its personnel, Affiliates, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these.

8.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that (where legally permitted) it gives the Disclosing Party prompt notice and reasonable cooperation to seek protective treatment.

8.5 Return or Destruction. On the Disclosing Party’s written request or on termination, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information, except that it may retain copies required by law or its routine backup or professional-record retention practices, which remain subject to this Section 8.

8.6 Duration. The obligations in this Section 8 continue for three (3) years after termination of the Agreement, except that Confidential Information constituting a trade secret remains protected for so long as it qualifies as a trade secret under applicable law.

8.7 Third-Party Legal Process. If LGCY receives a subpoena, court order, discovery demand, or governmental inquiry from a third party seeking Client’s Confidential Information or information about the engagement (other than one arising from LGCY’s own alleged wrongdoing), Client will reimburse LGCY for its reasonable costs of responding, including reasonable attorneys’ fees and reasonable charges for personnel time.

8.8 Internal Working Papers. LGCY’s internal analyses, draft work papers, interview and diagnostic notes, calculations, and preliminary observations generated in performing the Services remain LGCY’s exclusive property and Confidential Information, are not Deliverables, and are not subject to Client inspection or delivery.

9. Non-Solicitation of Personnel

9.1 Mutual Non-Solicitation. During the term of the Agreement and for twelve (12) months afterward, neither Party will, directly or indirectly, solicit for employment or engagement, or hire or engage, any employee or individual contractor of the other Party who was involved in the Services, in each case without the other Party’s prior written consent. This Section 9.1 does not prohibit general solicitations not specifically directed at such persons (such as job postings) or the hiring of a person who responds to such a general solicitation.

9.2 Liquidated Damages for Client’s Breach. The Parties acknowledge that LGCY’s actual damages arising from Client’s hiring or engagement of LGCY personnel in breach of Section 9.1 would be difficult or impossible to ascertain at the time of contracting. Accordingly, if Client breaches Section 9.1 and, as a result, hires or engages any LGCY employee or individual contractor, Client will pay LGCY, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of that person’s annualized total compensation with LGCY at the time of that person’s departure from LGCY. The Parties agree that this amount is a reasonable estimate of LGCY’s probable loss (including recruiting, onboarding, lost productivity, and retraining costs) and is not a penalty. This liquidated-damages remedy is in addition to, and not in lieu of, LGCY’s right to seek injunctive relief under Section 9.3, and does not entitle Client to hire or engage LGCY personnel upon payment.

9.3 Equitable Relief. In addition to any other remedy, and notwithstanding Section 9.2, each Party acknowledges that a breach or threatened breach of Section 7 (Intellectual Property) or Section 8 (Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to all other remedies available at law or in equity.

10. Representations and Warranties

10.1 Mutual. Each Party represents and warrants that it has the authority to enter into and perform the Agreement and that the Agreement is a valid and binding obligation.

10.2 LGCY. LGCY represents and warrants that it will perform the Services in a professional and workmanlike manner, with reasonable skill and care consistent with generally accepted standards for comparable advisory services.

10.3 Client. Client represents and warrants that (a) it is procuring the Services for business purposes and is not a consumer; (b) the information and Client Materials it provides are accurate and complete in all material respects and it has the right to provide them; (c) it will use the Services and Deliverables in compliance with applicable law; (d) it owns or has all rights, licenses, and consents necessary to grant LGCY access to its systems, data, software, and facilities as contemplated by the Services; and (e) its business operates in material compliance with applicable federal, state, and local laws.

10.4 Exclusive Warranty Remedy. For any breach of the warranty in Section 10.2 that Client reports in writing within thirty (30) days of the relevant Services, LGCY will re-perform the affected Services at no additional charge to Client. This is Client’s sole and exclusive remedy, and LGCY’s sole obligation, for breach of that warranty.

11. Disclaimers; Nature of the Services

11.1 Not Regulated Professional Services. Client acknowledges and agrees that LGCY is not, and does not act as or hold itself out as, any of the following, and is not licensed or registered in any such capacity: (a) a law firm or attorney; (b) a certified public accountant or accounting firm; (c) a tax advisor; (d) a broker, dealer, broker-dealer, or securities intermediary; (e) an investment adviser; (f) a business broker or real estate broker; (g) an investment bank or mergers-and-acquisitions advisor; or (h) a licensed or certified business appraiser or valuation firm.

11.2 No Regulated Services Provided. Nothing in the Services or the Deliverables constitutes, and the Services do not include: (a) legal advice; (b) accounting, audit, review, compilation, attestation, or assurance services; (c) tax advice; (d) the offer, solicitation, purchase, sale, negotiation, or facilitation of any security or of any business, or any transaction-based service, and LGCY does not receive transaction-based or contingent compensation; (e) investment advice or advice regarding the value of, or the advisability of buying or selling, any security; (f) the brokerage of any business or real property; or (g) a formal or certified business valuation or appraisal (including any appraisal compliant with the Uniform Standards of Professional Appraisal Practice).

11.3 “Audit” Terminology. The “Value Creation Audit & Roadmap” is a business and operational assessment. It is NOT an audit, review, or compilation of financial statements under generally accepted auditing standards (GAAS) or the Statements on Standards for Accounting and Review Services (SSARS), and it is NOT an attestation, assurance, or examination engagement. LGCY expresses no opinion or assurance on any financial statements, internal controls, or similar subject matter.

11.4 Illustrative Figures. Any values, ranges, multiples, projections, or estimates referenced in the Services or Deliverables are illustrative only, are based on general market patterns and information provided by Client, do not constitute financial, investment, tax, accounting, or valuation advice, and are not a guarantee of any result.

11.5 No Third-Party Reliance. The Deliverables are prepared solely for Client’s internal business use and may not be relied upon by any third party, including any lender, investor, buyer, or their respective advisors. LGCY assumes no duty or liability to any third party, and the Agreement confers no third-party beneficiary rights. If Client provides any Deliverable to a third party (including any prospective buyer, lender, investor, or their advisors), Client will not characterize it as a valuation, appraisal, fairness opinion, or assurance, will make clear it was prepared solely for Client’s internal use, and will not attribute to LGCY any duty or representation to that third party. Client will indemnify LGCY under Section 13.2 for any third-party claim arising from Client’s provision of a Deliverable in breach of this Section.

11.6 No Guaranteed Outcomes. LGCY does not guarantee any increase in enterprise value, revenue, margins, cash flow, or sellability, any sale or exit, or any particular price, multiple, buyer, or timeline. Outcomes depend on factors outside LGCY’s control, including Client’s execution and market conditions. Any financial projections, ROI figures, or return illustrations appearing in LGCY’s marketing materials, presentations, or preliminary discussions are non-binding estimates only and are not warranties or part of this Agreement.

11.7 Client’s Own Advisors. Client is responsible for obtaining its own legal, tax, accounting, valuation, and financial advice, and for verifying any information before relying on it or presenting it to third parties.

11.8 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.2, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND LGCY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.9 Independent Contractor; No Agency; No Fiduciary Relationship. LGCY is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, and LGCY has no authority to act for or to bind Client. The names “Partner with Our Team” and “Partner” are used for marketing convenience only and do not create a legal partnership.

11.10 Reliance on Client Information. LGCY relies on the accuracy, completeness, and truthfulness of the information and Client Materials that Client provides, and has no obligation to independently audit, verify, or investigate them. LGCY is not liable for any error in, or recommendation based on, information that is inaccurate, incomplete, or misleading as supplied by Client.

12. Limitation of Liability

12.1 Waiver of Indirect Damages. To the fullest extent permitted by law, neither Party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business, lost goodwill, or lost anticipated savings (including any claim for diminution or loss of enterprise value, lost or diminished deal or transaction value, a failed, delayed, or abandoned sale or M&A transaction, or lost financing or investment opportunities), arising out of or relating to the Agreement, regardless of the theory of liability and even if the Party was advised of the possibility of such damages. This Section 12.1 does not apply to (a) a Party’s breach of Section 7 (Intellectual Property) or Section 8 (Confidentiality), or (b) liability that cannot be limited or excluded under applicable law (which, under New York law, includes liability arising from gross negligence, willful misconduct, or fraud).

12.2 Liability Cap. Except as provided in Section 12.3, each Party’s total aggregate liability arising out of or relating to the Agreement will not exceed the total Fees paid or payable to LGCY under the applicable Order Form during the twelve (12) months preceding the event giving rise to the liability.

12.3 Exclusions from the Cap. The cap in Section 12.2 does not apply to: (a) Client’s obligation to pay Fees due under Section 5; (b) either Party’s indemnification obligations under Section 13; (c) amounts awarded under the prevailing-party provision in Section 14.6; (d) liability arising from a Party’s breach of Section 7 (Intellectual Property) or Section 8 (Confidentiality); (e) the liquidated damages payable under Section 9.2; and (f) liability that cannot be limited under applicable law (including gross negligence, willful misconduct, or fraud).

12.4 Certain Amounts Deemed Direct. For the avoidance of doubt, all Losses subject to indemnification under Section 13 and all liquidated damages payable under Section 9.2 are deemed direct damages and are not barred or limited by Section 12.1.

12.5 Allocation of Risk. The limitations and exclusions in this Section 12 reflect an agreed allocation of risk between the Parties, are a material basis of the bargain, and will apply notwithstanding the failure of essential purpose of any limited remedy.

13. Indemnification

13.1 By LGCY. LGCY will defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against any third-party Actions, and resulting Losses, to the extent arising from LGCY’s (a) material breach of its confidentiality obligations under Section 8; (b) infringement or misappropriation of a third party’s intellectual property; (c) gross negligence; or (d) willful misconduct.

13.2 By Client. Client will defend, indemnify, and hold harmless LGCY and its officers, directors, employees, and contractors from and against any third-party Actions, and resulting Losses, to the extent arising from (a) Client’s use of any Services or Deliverables, or any act or omission of Client in connection with the Services or Deliverables, except to the extent caused by LGCY’s breach of the Agreement, gross negligence, or willful misconduct; (b) Client’s gross negligence or willful misconduct; or (c) any third-party Action brought by Client’s equity holders, directors, managers, managing members, officers, general partners, limited partners, lenders, prospective buyers, vendors or service providers arising out of or relating to any transaction or operational change that Client implements based on the Services or Deliverables, except, in each case, to the extent caused by LGCY’s breach of the Agreement, gross negligence, or willful misconduct.

13.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the Action (provided that failure to do so relieves the indemnifying Party only to the extent it is prejudiced); (b) permit the indemnifying Party to control the defense and settlement with counsel of its choosing; and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate with its own counsel at its own expense. The indemnifying Party will not settle any Action in a manner that imposes liability or an admission of error or fault on the indemnified Party, or that fails to fully release it, without the indemnified Party’s prior written consent (not to be unreasonably withheld).

13.4 Deemed Direct. Losses subject to indemnification under this Section 13 are deemed direct damages as provided in Section 12.4.

14. Dispute Resolution; Governing Law

14.1 Governing Law. The Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles.

14.2 Binding Arbitration. Except as provided in Section 14.7, any dispute, claim, or controversy arising out of or relating to the Agreement, or the breach, termination, or validity thereof, will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, before a single arbitrator with at least ten (10) years of experience in commercial or professional-services disputes of the nature at issue.

14.3 Seat and Venue. The seat and place of arbitration will be New York, New York. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Class Action Waiver. All disputes will be resolved on an individual basis. Each Party waives any right to participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate more than one Party’s claims or preside over any representative proceeding.

14.6 Prevailing Party. In any arbitration or court proceeding arising out of or relating to the Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs, including arbitration fees and administrative costs.

14.7 Equitable Relief in Court. Notwithstanding Section 14.2, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief for an actual or threatened breach of Section 7 (Intellectual Property) or Section 8 (Confidentiality) in the state or federal courts located in New York County, New York, and each Party consents to the exclusive jurisdiction and venue of those courts for that purpose.

14.8 Confidentiality of Proceedings. The existence and content of any arbitration, and any award, will be kept confidential by the Parties except as necessary to enforce the award or as required by law.

14.9 Shortened Time to Bring Claims. To the fullest extent permitted by applicable law (including New York CPLR 201), any arbitration or legal proceeding arising out of or relating to this Agreement, the Services, or any Deliverable must be commenced within one (1) year after the cause of action accrues; if not commenced within that period, it is permanently barred and waived. This Section 14.9 does not apply to LGCY’s actions to collect Fees, or to either Party’s claims for breach of Section 7 (Intellectual Property) or Section 8 (Confidentiality).

14.10 Collection of Fees. Notwithstanding Section 14.2, LGCY may, at its option, bring an action to collect undisputed, past-due Fees in small-claims court or in the state or federal courts located in New York County, New York, and Client consents to the jurisdiction and venue of those courts for that purpose.

14.11 Exclusive Forum for Court Proceedings. Subject to Sections 14.2, 14.7, and 14.10, and to the fullest extent permitted by law, any dispute, claim, or proceeding arising out of or relating to this Agreement that is not subject to arbitration, or that is brought in court because the agreement to arbitrate is held inapplicable, invalid, or unenforceable as to that dispute, will be brought and litigated exclusively in the state or federal courts located in New York County, New York. Each Party irrevocably consents to the personal jurisdiction of those courts, and waives any objection to venue in those courts and any defense of inconvenient forum.

15. Publicity and Testimonials

15.1 Use of Name and Results. LGCY may identify Client as a client of LGCY and may use Client’s name, logo, and general, non-confidential descriptions of the engagement and its results in LGCY’s marketing materials, website, presentations, case studies, and testimonials. In doing so, LGCY will not disclose Client’s Confidential Information. Client may opt out of public identification by name or logo by giving LGCY written notice before signing the Order Form; in that case, LGCY may still describe the engagement on an anonymized basis and use anonymized, aggregated results and metrics.

16. General

16.1 Entire Agreement. The Agreement (consisting of these Terms and each executed Order Form) is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, communications, and agreements, whether written or oral, including any marketing materials, pitch decks, presentations, case studies, and proposals. Neither Party has relied on any statement, ROI or other performance claim, or representation not expressly set out in the Agreement.

16.2 Amendments. Except for updates to these Terms made in accordance with Section 1.6 (which apply prospectively to future engagements), the Agreement may be amended only by a writing signed by authorized representatives of both Parties.

16.3 Assignment. Neither Party may assign the Agreement without the other’s prior written consent, except that either Party may assign the Agreement, on notice and without consent, to an Affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or business. The Agreement binds and benefits the Parties and their permitted successors and assigns. Client shall notify LGCY if it undergoes a change of control or sells all or substantially all of its assets or business, and, in such an event (whether notified by Client or not), LGCY may immediately terminate the Agreement by providing written notice.

16.4 Notices. Notices must be in writing and sent to the addresses (including email addresses) stated in the Order Form, and are deemed given on delivery (or, for email, on confirmed receipt). Routine operational communications may be exchanged by email.

16.5 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to mitigate.

16.6 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be, severed), and the remaining provisions remain in full force and effect.

16.7 Waiver. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing signed by the waiving Party.

16.8 No Third-Party Beneficiaries. Except for the third parties listed in Sections 13.1 and Section 13.2 (who are deemed to be third-party beneficiaries to the Agreement, the Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and confers no rights on any third party.

16.9 Counterparts; Electronic Acceptance. The Agreement may be executed or accepted in counterparts and by electronic means (including click-acceptance and electronic signature), each of which is deemed an original and legally binding, consistent with the U.S. ESIGN Act and applicable state law (including UETA as adopted in New York).

16.10 Construction. Section headings are for convenience only. The Agreement will not be construed against either Party as drafter. “Including” means “including without limitation.”

ACCEPTANCE

By clicking “I Accept,” by signing an Order Form that incorporates these Terms, or by paying Fees or commencing or accepting Services, Client agrees to these Master Terms of Service.

Exhibit A: Order Form

Exhibit A, the Order Form, is issued with each engagement and is not published here. It records the Services selected, the Fees, the schedule, the contacts for notices and any special terms, and is signed by both Parties before work begins.