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Terms of Service

Last Updated: April 8, 2026

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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”).

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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.

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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.

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4. Client Cooperation and Data Access
 

Client shall provide timely access to information, data, personnel, and materials reasonably requested by Structiv to perform the services. Client acknowledges that failure to provide such access may materially impair Structiv’s ability to perform and may constitute a material breach of the Agreement.

 

5. 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.

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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.

 

6. Term and Termination
 

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

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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.

 

7. 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.

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

 

8. 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.

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

9. 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.

 

10. No Warranty; Disclaimer
 

Structiv provides services using reasonable professional judgment consistent with generally accepted standards for business advisory services.

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Structiv does not guarantee outcomes, transaction completion, valuations, or financial results. All advice is provided “as-is” for informational purposes only.

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Structiv is not a law firm, accounting firm, CPA, or tax advisor. Client is encouraged to seek independent legal, tax, and accounting advice.

 

11. Limitation of Liability
 

To the maximum extent permitted by law, Structiv shall not be liable for indirect, incidental, special, or consequential damages arising from the services, regardless of theory of liability.

 

12. Dispute Resolution
 

The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes may be submitted to mediation or binding arbitration in the State of Utah, unless litigation is required.

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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 lead to legal action, the prevailing Party shall be entitled to any court costs, including, but not limited to, reasonable attorneys' fees.

 

13. 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.

 

14. Assignment
 

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

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15. 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.

 

16. 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.

 

17. Notices
 

Structiv Partners LLC
7984 S 1300 East
Sandy, Utah 84094, USA

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

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