Welcome to the terms and conditions ("Terms") for Practice Exchange service. These Terms are between you (the "Client") and Enterprise Financial Partners, LLC, a Missouri limited liability company sometimes doing business as adviserXchange (the "Consultant") and govern our respective rights and obligations. These Terms constitute the entire agreement between you and Enterprise with respect to the Services (as hereinafter defined).

Consulting Services. Subject to the terms and conditions set forth below, the Consultant shall provide the following consulting services to the Client:
  • Up to three (3) total hours of scheduled time with a representative of the Consultant for the purpose of determining and/or providing guidance on enhancing the potential valuation range of the Client’s financial or investment advisory practice (the “Practice”) in the open marketplace; and
  • Preparation by the Consultant of a limited scope, summary analysis report reflecting the potential valuation range of the Practice and likely deal structure(s) in the open marketplace based on the Information (as hereinafter defined) provided to the Consultant by the Client pursuant to these Terms (collectively, the “Services”).

The Consultant has been retained solely to provide the services set forth in these Terms and shall act as an independent contractor and not as an employee of the Client. The Client shall cooperate with the Consultant in all reasonable respects in matters relating to the provision of the Services.  Such cooperation shall include, without limitation, the obtaining of all data, information and other documentation (collectively, the “Information”) necessary to permit the Consultant to perform the Services. The Client acknowledges and agrees that the Consultant’s performance is dependent upon the timely and effective satisfaction of the Client’s responsibilities hereunder.

Completion Time. The Services shall be performed and fulfilled by the Consultant within thirty (30) calendar days after receiving all requested Information from the Client, or as otherwise agreed in writing between the parties hereto; provided, however, that if the Client does not provide the requested Information to the Consultant within ninety (90) days after engaging the Consultant, the Consultant shall be deemed to have earned its base fee, fulfilled its obligations hereunder and have no further obligation to the Client thereafter. All Services shall be performed by the Consultant at its principal place of business or such other offices as determined by the Consultant in its sole and absolute discretion.

Fees. The Client agrees to pay to the Consultant $595.00 for the performance of the Services. The Consultant will, unless otherwise agreed, process the Client’s payment using PayPal. The Client agrees to be bound by PayPal’s terms and conditions. By utilizing PayPal’s service, the Client acknowledges that the Client has read and accepted PayPal’s terms and conditions and privacy policy. The Client further agrees to (a) pay to the Consultant an hourly rate of $250.00 per hour for each hour or portion thereof in excess of the three (3) hours of time made available to the Client pursuant to these Terms and/or as a result of any time spent on any court, arbitration or other proceeding relating to or involving the Services and (b) pay to or reimburse the Consultant on demand for any costs and expenses incurred in connection with any of the foregoing activities, including, without limitation, any legal, travel and lodging costs and expenses. If, at any time, any of the Consultant's personnel, consultants, contractors or other representatives (each, a "Representative") are compelled to testify in any matter relating to the Services by subpoena, court order or otherwise, then the Client will, in addition to all other amounts due hereunder (including, without limitation, any hourly fees and costs and expenses incurred in connection therewith), immediately pay to the Consultant a non-refundable retainer in the amount of $10,000.00 as compensation for such Representative's availability and lost opportunities.

Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT. THE CONSULTANT WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND IN A PROFESSIONAL MANNER. THE CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CLIENT’S EXCLUSIVE REMEDY FOR ANY ERRORS OR INACCURACIES WITH RESPECT TO THE CLIENT'S  PRACTICE THAT MAY BE CONTAINED IN THE CONSULTANT'S FINAL REPORT SHALL BE FOR THE CONSULTANT TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT, OR CAUSE TO BE CORRECTED, SUCH REPORT, AS PROMPTLY AS POSSIBLE, PROVIDED THE CONSULTANT RECEIVES WRITTEN NOTICE FROM THE CLIENT OF SUCH ERRORS OR INACCURACIES WITHIN TEN (10) DAYS AFTER RECEIVING SUCH REPORT.

Excused Performance; Force Majeure. The Consultant shall not be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the Client (including, without limitation, entities or individuals under the Client’s control, or any of their respective officers, members, managers, directors, employees, other personnel, contractors and agents), acts or omissions or the failure to cooperate by any third party, fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

Limitation on Damages. The Client agrees that the Consultant and its Representatives and other affiliated parties (collectively, the "Affiliates") shall not be liable to the Client for any claims, liabilities or expenses relating to this engagement (“Claims”) for an aggregate amount in excess of the fees paid by the Client to the Consultant pursuant to this engagement. In no event shall the Consultant or its Affiliates be liable for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this engagement.

Information and Data; Work Product. The Consultant shall be entitled to assume, without independent verification, the accuracy of all representations, assumptions and Information that the Client and its representatives provide to the Consultant. All assumptions, representations and Information to be supplied by the Client and its representatives will be complete and accurate to the best of the Client’s knowledge. The Consultant may use information and data furnished by others; however, the Consultant shall not be responsible for, and the Consultant shall provide no assurance regarding, the accuracy of any such information or data. All work product and templates produced under this agreement shall remain the property of the Consultant and may not be used for any other purpose or redistributed without the express written consent of the Consultant.

Legal Authority; Guaranty. If the Client is a corporation, limited liability company or other non-individual legal entity (each, a “Legal Entity”), the individual requesting the Services on behalf of the Client does hereby represent, warrant and covenant that (a) the Client is a duly authorized and existing Legal Entity within the jurisdiction(s) in which it conducts business, (b) the Client has full right, power and authority to enter into this agreement, (c) the individual signing on behalf of the Client is authorized to do so and (d) as a direct or indirect beneficiary hereof, the individual submitting this request for services on behalf of the Client, jointly and severally, agrees to personally guarantee the performance of this agreement. Upon the Consultant’s request, the Client shall provide the Consultant with evidence satisfactory to it confirming the foregoing representations, warranties and covenants.

Website Terms of Use; Privacy Policy. The Client acknowledges and agrees that the Client's use of the adviserXchange.com website and Services are also governed by the Consultant's Terms of Use and Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements on the adviserXchange.com website (collectively, the "Other Applicable Terms"), all of which (as changed over time) are incorporated into this these Terms. If the Client signs up for the Services, the Client accept these terms, conditions, limitations and requirements. In the event of any conflict between the Terms of Use, Privacy Policy, Other Applicable Terms and these Terms, these Terms shall govern.

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Alabama (determined without reference to conflict of law principles). Although the Client acknowledges and agrees that the Consultant will have the ability to enforce its rights in any court of competent jurisdiction, the Client hereby consents to the exclusive jurisdiction and venue of courts in Calhoun County, Alabama, U.S.A. (or such other county in which the Consultant's principal place of business may be located), regarding any and all disputes relating to these Terms.

Waiver of Jury Trial. The Consultant and the Client hereby irrevocably waive, to the fullest extent permitted by law, all rights to trial by jury in any action, proceeding or counterclaim relating to this engagement.

Notices. The parties agree that any notice, consent, approval, change in contact or other written communication to be provided pursuant to these Terms and/or applicable laws shall be in writing and delivered to the applicable party in person or at its/their mailing address, facsimile number or email address as heretofore or concurrently provided, or at such other address, facsimile number or email as any party hereto may designate as its address, facsimile number or email for communications under these Terms by notice so given. Such notices shall be deemed effective on the day on which delivered if delivered in person, on the day on which sent if sent by facsimile or email, on the first (1st) business day after the day on which sent, if sent by recognized overnight courier, and on the third (3rd) business day after the day on which mailed.

Modification and Waiver. These Terms can be modified by the Consultant at any time, except that the terms and conditions in effect for the Services at the time of purchase will apply to the purchase of the Services.  No failure or delay on the part of the Consultant in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the Consultant at law, in equity or otherwise.

Entire Agreement; No Third Party Beneficiaries. These Terms represents the entire agreement and understanding between the parties, supersedes all prior agreements and understandings (oral or written) relating to the subject matter hereof and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Each party hereby expressly waives any and all claims or defenses to enforcement of these Terms which are based on any statement, understanding or agreement not fully stated herein.

Binding Effect; Assignment. These Terms are binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and assigns, except that the Client may not assign, transfer or delegate any of its/their rights or obligations hereunder without the express written consent of the Consultant.

Headings; Severability. Headings used in these Terms are for convenience only and are deemed not to be a part of these Terms. If any part or portion of these Terms shall be declared invalid or unenforceable by any court of competent jurisdiction, the remaining portion thereof shall remain in full force and effect.