We provide strategic financial consulting services aimed at facilitating the management and expansion of your business. The scope of services outlined in your quotation may involve monthly engagements, annual budgeting, and assistance in crafting financial documentation pertinent to equity financings or other corporate transactions ("CFO Services"). It's crucial to note that CFO Services, inclusive of any exchanges with our personnel, are distinct from and should not be considered as substitutes for legal, regulatory, tax, real estate, healthcare, or accounting advice. We do not operate as a public accounting firm, nor do we assume roles as your agent, broker, fiduciary, or investment advisor.

Moreover, it's imperative to recognize that CFO Services do not encompass and should not be relied upon for: (i) accounting counsel, (ii) legal or regulatory guidance concerning your business practices' appropriateness or legality, or (iii) tax counsel or the preparation of tax returns. For matters falling within these realms, it's advised to engage with duly licensed professionals.

Furthermore, we bear no responsibility for notifying you of the necessity to prepare or file, nor for the actual preparation or filing, of any notices, applications, or documents required for compliance with applicable laws and regulations. Similarly, we are not liable for ensuring your compliance with requirements for qualification or registration in any state or jurisdiction.

The CFO Services rendered by our employees or agents constitute fractional services exclusively. We, along with our employees and agents, operate as independent consultants and do not bear fiduciary obligations to you or your business akin to those of an in-house CFO. Therefore, you agree not to misrepresent or mislabel us, or our employees or agents, as your "CFO" or "Chief Financial Officer" to any third party.

While providing CFO services, we act under the direction of your management, and all Deliverables are intended solely for your management's use and not for dissemination to any third party. Any utilization of such analyses or deliverables for external purposes is subject to your discretion and your management's decision. Although we may propose one or more courses of action, it remains the responsibility of your management to determine the appropriate course of action based on their business judgment. We shall not be held responsible for the business decisions made by you or for any business outcomes arising thereof.

Unless otherwise stipulated by the parties in written agreement and subject to Section II.b below, you shall hold all rights, title, and interest (including all intellectual property and other proprietary rights) in and to the Deliverables (defined herein) upon full payment thereof. The Deliverables are considered works made for hire to the extent permissible by law, and furthermore, we undertake all necessary assignments to transfer ownership to you as described above. "Deliverable" refers to any work product specifically created, developed, or produced by us for you, or as specified in an Order Form, and delivered to you during the provision of the CFO Services (excluding any Background Materials as defined below).

We, along with our licensors where applicable, shall maintain all rights, title, and interest in and to all Background Materials, including all intellectual property and proprietary rights therein. In the event that any Background Materials are integrated into any Deliverable, we grant you a nonexclusive right and license to utilize such Background Materials internally and solely in connection with, and as integrated into, the Deliverable. Apart from the specified rights and licenses concerning the Background Materials, no other license is granted, and no other usage is authorized.

"Background Materials" encompass all information, ideas, know-how, processes, software, templates, works of authorship, trade secrets, methods, and technologies, including all intellectual property and other proprietary rights embodied therein, which (a) are owned or developed by us (whether developed by or for us or acquired from a third party) before the performance of CFO Services under the Agreement, or independently from the performance of CFO Services under the Agreement, or are licensed to us from a third party, including any modifications or expansions thereto, or (b) are produced or developed by us during the provision of CFO Services under the Agreement, are generally applicable to the services we offer, and do not incorporate any of your Customer Data.

We warrant that the CFO Services will be carried out in a professional and competent manner. Any warranty claim under these CFO terms must be submitted by you in writing within thirty (30) days following the performance of the deficient CFO Service. Our sole obligation and your exclusive remedy in such a case is either to reperform the deficient CFO Service (with no refund provided) or, at our sole discretion, refund you the fees paid for the deficient CFO Service. However, such refund will not exceed the greater of (a) the amount you paid for the deficient CFO Service prior to the claim or (b) three hundred (300) U.S. dollars.