Affordable Business Valuations Terms and Conditions of Service

Affordable Business Valuations

Terms and Conditions of Service

1. Applicability.

(a) The terms and conditions for services (these “Terms”) are the only terms that govern the

provision of services by Pittsburgh Small Business, LLC d.b.a. Affordable Business

Valuations (“Affordable Business Valuations”) to their Clients.

(b) The accompanying valuation report (the “Report”), the invoice and these Terms

(collectively, this “Agreement”) comprise the entire agreement between the parties, and

supersede all prior or contemporaneous understandings, agreements, negotiations,

representations and warranties, and communications, both written and oral. In the event

of any conflict between these Terms and the Report, these Terms shall control, unless the

Report expressly states otherwise.

whether or when the Client has submitted its request for the Report or such terms.

Performance of services to the Client does not constitute acceptance of any of the Client’s

terms and conditions and does not serve to modify or amend these Terms.

2. Services. Affordable Business Valuations shall provide valuation services (the “Services”) to the

Client in accordance with these Terms.

3. Performance Dates. Affordable Business Valuations shall use reasonable efforts to meet any

performance dates specified and any such dates shall be estimates only.

4. Client’s Obligations. Client shall:

(a) Cooperate with Affordable Business Valuations in all matters relating to the Services;

(b) Respond promptly to any request of Affordable Business Valuations to provide

information, materials, authorizations, or decisions that are necessary for Affordable

Business Valuations to perform Services in accordance with this Agreement;

platform as identified by Affordable Business Valuations, in order to perform the

Services in a timely manner; and

(d) Ensure that Client materials and information are materially complete and accurate.

5. Client’s Acts or Omissions. If Affordable Business Valuations performance of its obligations

under this Agreement is prevented or delayed by any act or omission of Client or its agents or

employees, Affordable Business Valuations shall not be deemed in breach of its obligations

under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred

by Client, in each case, to the extent that arises directly or indirectly from the prevention or

delay.

6. Change Orders. If either party wishes to change the scope or performance of the Services, it

shall submit details of the requested change to the other party in writing. Affordable Business

Valuations shall, within a reasonable time after such request, inform the Client if the changes are

approved. Approval of changes depends upon the newly proposed scope and the current progress

of the valuation. If approved, Affordable Business Valuations shall provide a written estimate to

the Client of:

(a) the likely time required to implement the change;

(b) any necessary variations to the Fee and other charges for the Services arising from the

change;

(d) any other impact the change might have on the performance of this Agreement.

7. Payment Terms.

(a) In consideration of the provision of the Services by Affordable Business Valuations and

the rights granted to the Client under this Agreement, Client shall pay the price or fee

(“Fee”) as set forth on Affordable Business Valuations’ online website at:

https://www.affordablebusinessvaluations.net/.

(b) Client agrees to pay the Fee in two equal installments. The first installment shall be due

when ordering the Services. The second installment shall be due within fourteen days of

the delivery of the Report.

(d) All Payments for Services must be made in United States currency unless specified in

writing by Affordable Business Valuations. Payments for Services will be made by such

means as Affordable Business Valuations may specify, such as by Automated Clearing

House (ACH), cash, check, credit card or bank transfer. Affordable Business Valuations

may refuse, in its sole discretion, payment by any means.

(e) Affordable Business Valuations shall have the right to offset any and all amounts due and

owing from Affordable Business Valuations to Client under this Agreement, including,

without limitation, any chargebacks or rebates, against any amounts due and owing from

Client to Affordable Business Valuations under this Agreement.

(f) Payments due to Affordable Business Valuations that remain unpaid 30 calendar days

following billing, will bear interest from the due date at a rate of 1.8% per month plus

any costs or Fees involved with the collection of the delinquent payment, including

reasonable attorney fees.

8. Taxes and Third-Party Fees

(a) Client shall be responsible for all use and excise taxes, and any other similar taxes, duties,

and charges of any kind imposed by any federal, state, or local governmental entity on

any amounts payable by Client hereunder.

(b) The Client is responsible for any applicable third-party fee, including, without limitation,

credit card fees.

9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent

disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets,

know-how, and other confidential information, trade dress, trade names, logos, corporate names,

and domain names, together with all of the goodwill associated therewith, derivative works and

all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work

product, and other materials that are delivered to Client under this Agreement (the

“Deliverables”) or prepared by or on behalf of Affordable Business Valuations in the course of

performing the Services, including any items identified as such in the Order shall be owned by

Affordable Business Valuations. Client is granted a license to use all Intellectual Property Rights

free of additional charge and on a non-exclusive, worldwide, non-transferable, non-

sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable

Client to make reasonable use of the Deliverables and the Services.

10. Confidential Information.

(a) All non-public, confidential or proprietary information of Affordable Business

Valuations, including, but not limited to, trade secrets, technology, information

pertaining to business operations and strategies, and information pertaining to clients,

pricing, and marketing (collectively, “Confidential Information”), disclosed by

Affordable Business Valuations to Client, whether disclosed orally or disclosed or

accessed in written, electronic or other form or media, and whether or not marked,

designated or otherwise identified as “confidential,” in connection with the provision of

the Services and this Agreement is confidential, and shall not be disclosed or copied by

Client without the prior written consent of Affordable Business Valuations.

(b) Client agrees to use the Confidential Information only to make use of the Services and

Deliverables.

this Section.

(d) Affordable Business Valuations and Client agree to be bound by the terms of a Non-

Disclosure Agreement signed by both parties.

11. Representation and Warranty.

(a) Affordable Business Valuations represents and warrants to Client that it shall perform the

Services using personnel of required skill, experience, and qualifications and in a

professional and skillful manner in accordance with generally recognized industry

standards for similar services and shall devote adequate resources to meet its obligations

under this Agreement.

(b) Affordable Business Valuations shall not be liable for a breach of the warranty set forth in

Section 11(a) unless Client gives written notice of the defective Services, reasonably

described, to Affordable Business Valuations within five (5) calendar days of the time

when Client discovers or ought to have discovered that the Services were defective.

consider whether to re-perform such Services; or, credit the Fee of such Services pro rata.

(d) THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CLIENT’S

SOLE AND EXCLUSIVE REMEDY AND AFFORDABLE BUSINESS

VALUATIONS ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED

WARRANTY SET FORTH IN SECTION 11(a).

12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN

SECTION 11, AFFORDABLE BUSINESS VALUATIONS MAKES NO WARRANTY

WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A)

WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A

PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY OF

ACCURACY IN THE REPORT; OR (E) WARRANTY AGAINST INFRINGEMENT OF

INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS

OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,

USAGE OF TRADE, OR OTHERWISE.

13. Limitation of Liability.

(a) IN NO EVENT SHALL AFFORDABLE BUSINESS VALUATIONS BE LIABLE

TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE

OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING

OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR

OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE

FORESEEABLE AND WHETHER OR NOT AFFORDABLE BUSINESS

VALUATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR

OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL AFFORDABLE BUSINESS VALUATIONS’S

AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS

AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED

THE AGGREGATE AMOUNTS PAID OR PAYABLE TO AFFORDABLE

BUSINESS VALUATIONS PURSUANT TO THIS AGREEMENT IN THE SIX

MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

from Affordable Business Valuations’ gross negligence or willful misconduct and (ii)

death or bodily injury resulting from Affordable Business Valuations’ negligent acts or

omissions.

14. Termination.

(a) In addition to any remedies that may be provided under this Agreement, Affordable

Business Valuations may terminate this Agreement with immediate effect upon written

notice to Client, at any time for any reason.

(b) Client may terminate this Agreement only with advance written agreement by Affordable

Business Valuations.

15. Indemnification. Client will indemnify, defend and hold harmless Affordable Business

Valuations, its members, officers, directors, employees, agents, subcontractors and

representatives from and against all losses, damages, liabilities, costs, and expenses including,

without limitation, property damage, loss of profits or revenue, loss of use of any property, cost

of capital, cost of purchased or replacement power or temporary equipment, personal or bodily

injury, or death (“Losses”), that may arise pursuant to or in connection with the Agreement or the

Services, regardless of whether such Losses are suffered directly by Client or arise pursuant to or

in connection with a third-party suit, claim, counterclaim, demand, judgment or other action

(each a “Claim”) and regardless of whether or not Affordable Business Valuations or any third-

party is proportionately negligent with respect to such Losses and/or Claim, provided that Client

need not indemnify Affordable Business Valuations for Affordable Business Valuations’

obligation, if any, to Client under the remedies described herein. For the avoidance of doubt and

without limitation, this indemnification obligation requires Client to pay any judgments against

Affordable Business Valuations or any other indemnified party resulting from any Claim, any

court costs of Affordable Business Valuations or any other indemnified party in connection with

any Claim, and any reasonable attorneys’ fees and disbursements incurred by Affordable

Business Valuations or any other indemnified party in Affordable Business Valuations’ defense

of any Claim. Affordable Business Valuations will have the sole and exclusive right to conduct

the defense of any Claim at Client’s sole and exclusive cost and expense. Client’s

indemnification obligation does not depend on the truth or accuracy of any allegations made

against Affordable Business Valuations, Client or any third party.

16. Waiver. No waiver by Affordable Business Valuations of any of the provisions of this

Agreement is effective unless explicitly set forth in writing and signed by Affordable Business

Valuations. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege

arising from this Agreement operates or may be construed as a waiver thereof. No single or

partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further

exercise thereof or the exercise of any other right, remedy, power, or privilege.

17. Force Majeure.

(a) Affordable Business Valuations shall not be liable or responsible to Client, nor be deemed

to have defaulted or breached this Agreement, for any failure or delay in fulfilling or

performing any term of this Agreement (including, without limitation, the failure to

perform any services) when and to the extent such failure or delay is caused by or results

from acts or circumstances beyond the reasonable control of Affordable Business

Valuations including, without limitation, the Client’s delay in providing necessary

information or approvals to Affordable Business Valuations, failure of the Client to

timely make payments or decisions, difficulty obtaining required building permits or

other government approvals necessary for the Services, failure in performance by

subcontractors that Affordable Business Valuations could not have reasonably foreseen or

provided against, loss of key employees or subcontractors due to injury or other reasons

Affordable Business Valuations could not have foreseen or provided against, difficulty

due to economic or other conditions in hiring replacement for lost personnel adequately

skilled to perform to Affordable Business Valuations’ standards, acts of God, flood, fire,

earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is

declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency,

revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or

not relating to either party’s workforce), severe personal illness, or restraints or delays

affecting carriers or inability or delay in obtaining supplies of adequate or suitable

materials, or telecommunication breakdown or power outage (each a “Force Majeure

Event”).

(b) If any Force Majeure Event prevents Affordable Business Valuations from performing of

any of its obligations under the Agreement, Affordable Business Valuations will have the

right to

i. change, terminate or cancel the Agreement, or

ii. omit during the period of the Force Majeure Event all or any portion of the

Services due to be performed during that period. If Affordable Business

Valuations is unable to provide the total demands for any Services to be

performed under the Agreement due to a Force Majeure Event, Affordable

Business Valuations will have the right to allocate its available performance

time among its clients in whatever manner Affordable Business Valuations

deems to be fair and equitable. In no event will Affordable Business

Valuations be obligated to purchase services to enable it to perform Services

to Client under the Agreement. No change, cancellation or proration by

Affordable Business Valuations will be deemed a breach of any clause,

provision, term, condition, or covenant of the Agreement.

Valuations does not qualify for relief from a Force Majeure Event.

18. Photography. Client grants Affordable Business Valuations permission to take photographs and

authorizes Affordable Business Valuations and its assigns and transferees to use and to copyright

Client’s likeness and that of Client’s property in print and/or electronically in a photograph,

video, or other digital media (“Photos”) in any and all of its publications, illustrations, and

advertising, including social media and other web-based publications. Client understands and

agrees that all Photos will become the property of Affordable Business Valuations and may not

be returned. Client irrevocably authorizes Affordable Business Valuations to edit, alter, copy,

exhibit, publish, or distribute these Photos for any lawful purpose for which Client waives any

right to inspect or approve the publication wherein Client’s likeness appears. Client understands

that no payment, royalty, fee or other compensation shall become payable to Client by use of the

Photos. Client affirms the consent of parent or guardian if necessary.

19. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this

Agreement without the prior written consent of Affordable Business Valuations. Any assignment

or delegation in violation of this Section is null and void. No assignment or delegation relieves

Client of any of its obligations under this Agreement.

20. Relationship of the Parties. 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 or other form of joint enterprise, employment, or fiduciary relationship

between the parties, and neither party shall have authority to contract for or bind the other party

in any manner whatsoever.

21. Non-Disparagement. Affordable Business Valuations and Client agree that neither shall

directly or indirectly, make or cause to be made any disparaging, denigrating, derogatory or

negative, misleading or false statement orally or in writing to any person, including Clients or

prospective Clients, competitors and advisors to the Client, its Affiliates or members of the

investment community or press, about the other party, its Affiliates or their respective officers,

directors, stockholders, managers, members, partners, employees or agents. Client agrees that

Affordable Business Valuations may make mention that Affordable Business Valuations provides

the Services to Client on Affordable Business Valuations’ website, social media, and other

promotional materials.

22. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and

their respective successors and permitted assigns and nothing herein, express or implied, is

intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or

remedy of any nature whatsoever under or by reason of these Terms.

23. Laws. Client hereby warrants and represents that it will comply with any and all Laws with

respect to the purchase, use, and operation of any and all Services. For purposes hereof, “Laws”

means any national, federal, state, municipal, local (or other political subdivision) or

administrative laws, constitutions, statutes, codes, ordinances, rules, regulations, requirements,

standards, policies, or guidance having the force of law, treaties, judgments or orders of any kind

or nature whatsoever, including, without limitation, any judgment or principle of common law.

24. Governing law. All matters arising out of or relating to this Agreement are governed by and

construed in accordance with the internal laws of the Commonwealth of Pennsylvania without

giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of

Pennsylvania or any other jurisdiction) that would cause the application of the laws of any

jurisdiction other than those of Commonwealth of Pennsylvania.

25. Mediation. At Affordable Business Valuations’ sole discretion, Affordable Business Valuations

and the Client may attempt to resolve any dispute in connection with this Agreement on an

amicable basis through prompt, good faith discussions and non-binding mediation.

26. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the

breach thereof, shall be settled by arbitration in Pittsburgh, Pennsylvania, before a sole arbitrator

who will award attorneys’ fees and other costs to the substantially prevailing party. Judicial

Arbitration and Mediation Services, Inc. (“JAMS”) will administer the arbitration. The

arbitration award will be in writing and will specify the factual and legal bases for the award.

Judgment on the award may be entered in any court having jurisdiction. Notwithstanding

anything in this Agreement to the contrary, if either Affordable Business Valuations or Client

initiates arbitration before mediation, that party will be responsible for the other party’s

attorneys’ fees and costs of arbitration.

27. Notices. All notices, requests, consents, claims, demands, waivers, and other communications

hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set

forth in the Report or to such other address that may be designated by the receiving party in

writing. All Notices shall be delivered by email and by a nationally recognized overnight courier

(with all fees pre-paid). Except as otherwise provided in this Agreement, a Notice is effective

only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied

with the requirements of this Section.

28. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in

any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or

provision of this Agreement or invalidate or render unenforceable such term or provision in any

other jurisdiction.

29. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will

remain in force after any termination or expiration of this Agreement including, but not limited

to, the following provisions: Confidentiality, Governing Law and Survival.

30. Amendment and Modification. This Agreement may only be amended or modified in a writing

which specifically states that it amends this Agreement and is signed by an authorized

representative of each party.

31. Electronic Consent. Client acknowledges that Client’s electronic submissions constitute

Client’s agreement and intent to be bound by the Agreement. Pursuant to any applicable statutes,

regulations, rules, ordinances or other laws, including, without limitation, the Electronic

Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act"), the

Pennsylvania Electronic Transactions Act, or other similar statutes, CLIENT HEREBY

AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,

APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF

NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR

COMPLETED WITH INNER SOUL WELLBEING. Further, Client hereby waives any

rights or requirements under any statutes, regulations, rules, ordinances or other laws in any

jurisdiction which require an original signature or delivery or retention of non-electronic records,

or to payments or the granting of credits by other than electronic means. Client may obtain a

copy of the Agreement and these Terms and Conditions of Service by printing them or by

contacting Affordable Business Valuations.

32. Binding Authority. Any director, officer, employee, representative, or agent of Client entering

into this Agreement hereby represents and warrants that he or she is duly authorized to execute

and enter into this Agreement on behalf of Client.

10/16/2024

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