1. General. These Terms and Conditions shall apply to all services Pivot performs at Client’s request (the “Services”).

  2. Termination. Each party shall have the right to terminate this Agreement at any time by giving written notice to the other party not less than 10 business days before the effective date of termination. In addition, Pivot may terminate this Agreement immediately if Pivot reasonably determines that it must do so in order to comply with applicable professional standards, applicable laws or regulations (e.g., a conflict of interest arises). If the Agreement is terminated, Client agrees to compensate Pivot for the Services performed and expenses incurred through the effective date of termination.

  3. Indemnification and Limitation of Liability. As the Services are intended for Client and not third parties, Client agrees to release, indemnify and hold harmless Pivot and its members, partners, employees, contractors and agents (collectively “Pivot Group”) from and against any and all third-party claims, liabilities, or expenses relating to the Services in contract, statute, or tort. Client further agrees to release, indemnify and hold harmless Pivot Group from any liability and costs relating to the Services attributable to any misrepresentations made by Client. Except to the extent finally determined to have resulted from Pivot Group’s gross negligence or intentional misconduct, Pivot Group’s liability shall not exceed the aggregate amount of fees paid by Client to Pivot during the 12 months preceding the date of the claim. In no event shall Pivot Group be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages relating to the Agreement.

  4. Third-Parties and Use. All Services hereunder shall be solely for Client’s use and benefit pursuant to our client relationship. This engagement does not create privity between Pivot and any person or party other than you, and is not intended for the express or implied benefit of any third party. Although you may disclose our advice, opinions, reports, or other services (but not our work papers) to any person without limitation, no third party is entitled to rely, in any manner or for any purpose, on the Services or deliverables of Pivot hereunder.

  5. Pivot Responsibilities. Pivot’s Services will not constitute an audit, review, examination or other form of attestation. Pivot shall have no responsibility to address any legal matters or questions of law. Subsequent to the completion of the Services, Pivot will update its advice, recommendations or work product for changes or modifications to the law and regulations or for subsequent events or transactions, only if Client separately engages Pivot to do so in writing.

  6. Data and Information. Pivot shall be entitled to rely on and assume, without independent verification, that all representations, assumptions, information and data supplied by Client and your representatives shall be complete and accurate. Unless otherwise agreed to by the parties, Pivot shall not assume any responsibility for any financial reporting with respect to the Services.

  7. Ownership of Work Papers. The work papers prepared pursuant to this Agreement (i.e., Pivot’s internal documentation to substantiate the Services) are the property of Pivot. Such work papers, constitute confidential, proprietary and trade secret information, and will be retained by Pivot in accordance with our policies and procedures and all applicable laws.

  8. Consent for Disclosure. Internal Revenue Code Sections 6713 and 7216 require Pivot to obtain your consent in order to disclose or use information that you furnish to us in connection with the preparation of your return(s) (including Client’s name and contact information) for the purpose of providing you with materials and information, including newsletters or other business-related items of interest, news about Pivot, and invitations to Pivot-sponsored events. Such consent is also required where, e.g., Pivot may seek to disclose Client’s tax return information to other parties who are involved in providing the Services hereunder. By signing this agreement, Client consents to Pivot’s disclosure and use of any information provided by Client in connection with the preparation of Client’s current and prior-year tax return(s) pursuant to this Agreement and for the purposes set forth above. Such consent shall be effective during the term of this Agreement unless a more limited disclosure is requested.

  9. Fees and Expenses. The fees and expenses under this Agreement will be at our standard rates, or rates otherwise agreed to, and related expenses will be charged. The amount of our fees is based upon the expectation that certain information and assistance will be received by Pivot in a timely manner from Client as detailed in this Agreement. If Pivot believes an additional fee is required as the result of the failure of Client to meet any of these requests for information or for any other reason, Pivot will inform you promptly.

    1. Our standard practice is to render our invoices on a monthly basis. Payment of our invoices is due upon receipt. Invoices that are unpaid 30 days past the invoice date are deemed delinquent and we reserve the right to charge interest on the past due amount at the lesser of 1.0% per month or the maximum amount permitted by law. If an account has fees that are not paid in a timely manner, then we reserve the right to suspend our Services, withhold delivery of any deliverables, or withdraw from this engagement entirely if any payment of our invoices is delinquent. If any collection action is required, you agree to reimburse us for our costs of collection, including attorneys’ fees.

  10. Assignment and Sole Recourse. In performing the Services hereunder, Pivot may assign its rights to perform a portion of the Services to, and may engage the services of, independent contractors, including independent BDO Alliance USA members (a nationwide association of independently-owned local and regional accounting, consulting and service firms), affiliates of BDO, or members of the international BDO network of independent member firms (each, a “Subcontractor”) without Client’s prior consent. If such subcontract or assignment is made, Client agrees that, unless Client contracts directly with Subcontractor, all of the applicable Terms and Conditions shall apply to Subcontractor. BDO agrees that it shall not permit Subcontractor to perform any work relating to the Services until Subcontractor agrees to be bound by the applicable terms and conditions of the Agreement. BDO further agrees that it will remain primarily responsible for the Services, unless Client and BDO agree otherwise, and BDO will supervise the work of Subcontractor to ensure that the work performed relating to the Services is in accordance with applicable professional standards. From time to time, and depending on the circumstances, a Subcontractor located in other countries may participate in the Services, and, in some cases, BDO may transfer information to or from the United States or another country. Although applicable privacy laws may vary depending on the jurisdiction, and may provide less or different protection than those of Client’s home country, Pivot requires Subcontractor to agree to maintain the confidentiality of Client’s information and observe Pivot’s policies concerning any confidential client information that Pivot provides to Subcontractors. You agree that you shall bring no Claims whether in contract, statute or tort (including, without limitation, negligence) against any Subcontractor in any way arising from, in respect of or in connection with the Services or this Agreement, except to the extent finally judicially determined to have resulted from the gross negligence or intentional misconduct of such Subcontractor. A Subcontractor may enforce any limitations or exclusions of liability available to Pivot under this Agreement.

  11. Dispute Resolution; Claims. Any dispute or claim between you and Pivot arising out of or relating to the Agreement or a breach of the Agreement, including, without limitation, claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud and disputes regarding attorney fees and/or costs charged under this Agreement (except to the extent provided below) shall be submitted to binding arbitration before the American Arbitration Association, and subject to the Commercial Arbitration Rules. The arbitration proceeding shall take place in St. Johns County, unless the parties agree in writing to a different location. The arbitration shall be governed by the provisions of the laws of the State of Florida (except if there is no applicable state law providing for such arbitration, then the Federal Arbitration Act shall apply) and the substantive law of such state shall be applied without reference to conflicts of law rules. The parties shall bear their own legal fees and costs for all claims. The arbitration proceedings shall be confidential. You acknowledge that by agreeing to this Arbitration provision, you are giving up the right to litigate claims against Pivot, and important rights that would be available in litigation, including the right to trial by judge or jury, to extensive discovery and to appeal an adverse decision. You acknowledge that you have read and understand this arbitration provision, and that you voluntarily agree to binding arbitration.

    1. No claim or action arising out of or relating to this Agreement or the Services hereunder may be brought by either party hereto more than 12 months following the completion of the Services to which the claim relates. This paragraph will shorten, but in no event extend, any otherwise legally applicable period of limitations on such claims.

  12. Power and Authority. Each of the parties hereto has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its respective obligations hereunder. This Agreement constitutes the legal, valid and binding obligations of each party, enforceable against such party in accordance with its terms.

  13. Subpoenas. If Client requests Pivot to object to or respond to, or Pivot receives and responds to, a validly issued third party subpoena, court order, government regulatory inquiry, or other similar request of or legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this or any prior engagements with Client, you agree to compensate us for all time Pivot expends in connection with such response, at our regular rates, and to reimburse Pivot for all related out-of-pocket costs (including outside lawyer fees) that we incur.

  14. Email Communications. Pivot disclaims and waives, and the Client releases Pivot from, any and all liability for the interception or unintentional disclosure of email transmissions or for the unauthorized use or failed delivery of emails transmitted or received by Pivot in connection with the performance of the Services.

  15. External Computing Options. If, at the Client’s request, Pivot agrees to use certain external commercial services, including but not limited to services for cloud storage, remote control, and/or file sharing options (collectively “External Computing Options”), that are outside of Pivot’s standard security protocol, the Client acknowledges that such External Computing Options may be associated with heightened security and privacy risks. Accordingly, Pivot disclaims and waives, and the Client releases Pivot from, any and all liability arising out of or related to the use of such External Computing Options.

  16. Electronic Transmissions. This Agreement may be transmitted in electronic format and shall not be denied legal effect solely because it was formed or transmitted, in whole or in part, by electronic record; however, this Agreement must then remain capable of being retained and accurately reproduced, from time to time, by electronic record by the parties to this Agreement and all other persons or entities required by law. An electronically transmitted signature to this Agreement will be deemed an acceptable original for purposes of consummating this Agreement and binding the party providing such electronic signature.

  17. Severability. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable in whole or in part, for any reason whatsoever, such portion of this Agreement shall be amended to the minimum extent required to make the provision enforceable and the remaining portions of this Agreement shall remain in full force and effect.

  18. Independent Contractor. Pivot is providing the Services to Client as an independent contractor. Pivot’s obligations to Client are exclusively contractual in nature. This Agreement does not create any agency, employment, partnership, joint venture, trust, or other fiduciary relationship between the parties. Neither Pivot nor Client shall have the right to bind the other to any third party or otherwise to act in any way as a representative or agent of the other except as otherwise agreed in writing between the parties.

  19. Confidentiality. Each of the parties hereto shall treat and keep any and all of the “Confidential Information” as confidential, with at least the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care. “Confidential Information" means all non-public information that is marked as “confidential” or “proprietary” or that otherwise should be understood by a reasonable person to be confidential in nature that is obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”). All terms of this Agreement and all information provided pursuant to this Agreement are considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that was or is: (a) known to the Receiving Party prior to disclosure by the Disclosing Party; (b) as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Receiving Party; (c) made known to the Receiving Party by a third person who is not subject to any confidentiality obligation known to Receiving Party and such third party does not impose any confidentiality obligation on the Receiving Party with respect to such information; (d) required to be disclosed pursuant to governmental authority, professional obligation, law, decree regulation, subpoena or court order; or (e) independently developed by the Receiving Party. In no case shall the tax treatment or the tax structure of any transaction be treated as confidential as provided in Treas. Reg. sec. 1.6011-4(b)(3). If disclosure is required pursuant to subsection (d) above, the Disclosing Party shall (other than in connection with routine supervisory examinations by regulatory authorities with jurisdiction and without breaching any legal or regulatory requirement) provide prior written notice thereof to allow the other party to seek a protective order or other appropriate relief. Upon the request of the Disclosing Party, the Receiving Party shall return or destroy any and all of the Confidential Information except for (a) copies retained in work paper files retained to comply with a party’s professional or legal obligations and (b) such Confidential Information located on electronic back-up tapes (in accordance with the Receiving Party’s normal data back-up procedures) where such tapes are not easily accessible to Receiving Party’s employees or partners.

  20. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, negotiations, or understandings, whether oral or written, with respect to the subject matter herein. This Agreement may not be changed, modified, or waived in whole or part except by an instrument in writing signed by both parties.