Terms of Service

Last Updated: October 8, 2026

These Terms of Service ("Terms" or "TOS") govern the provision of advisory services by Structiv Partners LLC ("Structiv") to its clients ("Client") and apply only in conjunction with a fully executed Advisory Services Agreement or Statement of Work (the "Advisory Services Agreement" or "Agreement").

These Terms are incorporated by reference into the Advisory Services Agreement. In the event of any conflict between these Terms and the Advisory Services Agreement, the Advisory Services Agreement shall control.

1. Definitions

Agreement means the Advisory Services Agreement or Statement of Work executed between Structiv and Client, which defines the specific scope, timing, and fees for services. The Agreement incorporates the TOS herein.
Parties means Structiv Partners LLC and the Client identified in the Agreement.
Confidential Information means any non-public information disclosed by either Party (whether disclosed before or after the date of the Agreement) in connection with the services, including business, financial, operational, technical, or strategic information, whether disclosed orally, visually, or in writing.
Confidential Information does not include information that (i) was lawfully in the receiving Party's possession prior to disclosure, (ii) becomes publicly available through no fault of the receiving Party, or (iii) is required to be disclosed by law or court order.
Subcontractor means any third-party consultant, contractor, or service provider engaged by Structiv to perform any portion of the services under the Advisory Services Agreement.
Client Data means all information, data, and materials Client provides to Structiv in connection with the services, including Confidential Information.

2. Scope of Services
Structiv provides advisory services as expressly defined in the Advisory Services Agreement. Structiv does not provide legal, tax, accounting, brokerage, investment banking, or transaction execution services unless expressly stated otherwise in a separate written agreement.

3. Independent Contractor Relationship
Structiv is engaged as an independent contractor. Nothing in these Terms or the Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, agency, or fiduciary relationship.

Structiv has sole discretion over the manner and means of performing its services and is responsible for its own taxes, insurance, licenses, and regulatory compliance.

4. Structiv Subcontractors
Structiv reserves the right to engage independent third-party contractors, advisors, or specialists ("Subcontractors") to assist in delivering the services. Structiv remains responsible for the performance of its Subcontractors and will ensure that all Subcontractors are bound by confidentiality obligations at least as restrictive as those contained in these Terms.

Structiv specifically uses Subcontractors to perform its Premium Business Valuations.

5. The Use of Artificial Intelligence Technologies

Client acknowledges and agrees that Structiv may use Artificial Intelligence (AI), machine learning tools, and third-party AI technology providers (collectively, "AI Tools") to process, analyze, review, and synthesize Client Data for the sole purpose of delivering the services under the Agreement. Structiv uses AI Tools for purposes of ingesting and synthesizing data, not in place of human consulting or advice. All work product produced by Structiv is reviewed, tested, and scrutinized by human Structiv personnel or human third-party Subcontractors.

Structiv will use only AI Tools whose terms are consistent with the confidentiality obligations set forth herein. Structiv shall not use, nor permit any third-party provider to use, Client Data to train AI models or machine learning algorithms without Client's express written consent.

6. Client Cooperation, Data Access, and Third Parties
Client shall provide timely access to information, data, personnel, materials, and Client's third-party contractors or advisors reasonably requested by Structiv to perform the services. Client acknowledges that failure to provide such access or delays caused by Client's third-party contractors or advisors may materially impair Structiv's ability to perform and may constitute a material breach of the Agreement.

7. Invoicing and Payment Disputes
Client shall notify Structiv in writing of any invoice dispute within five (5) business days of receipt, including reasonable detail and supporting documentation.

Invoices not timely disputed shall be deemed accepted. Undisputed amounts shall be paid in accordance with the Agreement. Undisputed invoices more than thirty (30) days past due may accrue interest at 1.5 percent per month or the maximum rate permitted by law. In no event shall this clause be construed as permission for payment delays.

8. Term and Termination
These Terms remain in effect for the duration of the Advisory Services Agreement unless terminated earlier as provided therein.

Either Party may terminate the Agreement for material breach upon ten (10) days' written notice if such breach remains uncured. Structiv may terminate immediately for non-payment. Upon termination, Client shall pay all amounts due through the date of termination, up to the total fees specified in the Agreement.

9. Confidentiality
Each Party agrees to keep the other Party's Confidential Information strictly confidential and to use such information solely for purposes of performing under the Agreement. Either Party may disclose Confidential Information to its employees, officers, legal/financial advisors, and third-party contractors who have a need to know such information for the performance of the Agreement, provided such recipients are bound by written confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall survive termination of the Agreement. Upon request, all Confidential Information shall be returned or destroyed.

10. Intellectual Property
All intellectual property owned by a Party prior to the Agreement remains the property of that Party. Nothing in these Terms transfers ownership of intellectual property except as expressly stated in the Agreement.

Client retains ownership of its intellectual property. Structiv may not use Client intellectual property outside the scope of the Agreement without written consent.

11. Insurance
Structiv represents that it maintains commercially reasonable insurance coverage, including general liability and professional liability insurance, consistent with industry standards for advisory services. Certificates of Insurance are available upon request.

12. No Warranty; Disclaimer
Structiv provides services using reasonable professional judgment consistent with generally accepted standards for business advisory services.

Structiv does not guarantee outcomes, transaction completion, valuations, or financial results. Client retains sole responsibility for all decisions made based on the services.

Structiv is not a law firm, accounting firm, CPA, or tax advisor. Client is encouraged to seek independent legal, tax, and accounting advice. All advice is provided "as is" for informational purposes only.

13. Limitation of Liability

To the maximum extent permitted by law, Structiv shall not be liable for indirect, incidental, special, or consequential damages arising out of or relating to the services, regardless of theory of liability. Structiv's total aggregate liability arising out of or relating to the services shall not exceed the total fees paid by Client under the Agreement. In no event shall Structiv be liable for any damages, losses, or project delays caused by the acts, omissions, or defaults of any third-party contractors retained directly by the Client.

14. Dispute Resolution
The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes must be submitted to mediation, and if unresolved, to binding arbitration in the State of Utah.

The Agreement and these Terms shall be governed by the laws of the State of Utah, without regard to conflict-of-law principles.

Should a dispute between the Parties arise that leads to legal action, the prevailing Party shall be entitled to any court costs, including reasonable attorneys' fees.

15. Force Majeure
Neither Party shall be liable for failure or delay in performance caused by events beyond reasonable control, including acts of God, governmental actions, power failures, or communication outages.

16. Assignment
Neither Party may assign the Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld.

17. Amendments
These Terms may be updated from time to time. Clients under an active Agreement will be notified of material changes. Continued performance constitutes acceptance of updated Terms.

18. Miscellaneous

Severability: Invalid provisions shall not affect remaining provisions.
No Waiver: Failure to enforce any provision is not a waiver.
Counterparts & Electronic Signatures: Permitted and enforceable.
Entire Agreement: These Terms and the Advisory Services Agreement constitute the entire agreement between the Parties.

19. Notices
Structiv Partners LLC
7984 South 1300 East
Sandy, Utah 84094, USA

Notices may be delivered as specified in the Advisory Services Agreement.