Izba Consulting, LLC terms & conditions

1.1 When these Terms apply.

These Terms become binding on the earlier of: (a) Client's signature or electronic acceptance of a Statement of Work or any document that references them; or (b) Client's authorization or acceptance of the Services after receiving these Terms with a reasonable chance to review them. The person accepting confirms they are authorized to bind the Client. The date these Terms take effect as described above is the "Effective Date" for all later references.

1.2 Only governing terms.

These Terms are the only terms that govern the Services, except as expressly changed by a signed Statement of Work or written amendment under Section 19.9.

1.3 Which version applies.

The version of these Terms provided with, attached to, or referenced by a Statement of Work governs that Statement of Work.

1.4 Entire agreement; these Terms prevail.

The Agreement is the entire agreement between the parties about the Services and supersedes all prior or contemporaneous understandings, written or oral. These Terms prevail over any conflicting or additional terms in any Client purchase order, RFP, vendor-portal terms, or other business form, whenever submitted; providing the Services is not acceptance of any Client terms.

3.1 Services and schedule.

Izba will provide the Services described in each Statement of Work under these Terms, using reasonable efforts to meet any dates in the Statement of Work. All dates are good-faith estimates, not guarantees.

3.2 Changes and Change Orders.

Either party may request a change to the Services in writing. Izba will provide a written estimate of the effect on time, fees, and schedule, and no change is binding until both parties agree to a change request either as a signed agreement or via email authorization (a "Change Order"). Renewing or extending an existing engagement at the same scope and rates does not require a new Statement of Work or Change Order; written confirmation, including by email, is enough. A Change Order is required only for material changes to scope, fees, or schedule. Izba may make non-material changes without Client's consent and may bill on a time-and-materials basis for time spent assessing a requested change. Out-of-scope work is performed only under a Change Order.

4.1 What Client will do.

During the Term, Client will: (a) cooperate with Izba and give reasonable access to its premises, people, systems, and facilities; (b) respond promptly to Izba's requests for direction, information, materials, approvals, and decisions; (c) provide Client Materials that are complete and accurate in all material respects; (d) designate an authorized representative who has both the authority and enough understanding of the subject matter to make informed decisions; (e) obtain the third-party consents and licenses Izba needs to perform; and (f) comply with applicable law.

4.2 Reliance.

Izba may rely on Client Materials and Client instructions without independently verifying them, and is not responsible for results caused by inaccurate, incomplete, or late Client Materials or instructions.

4.3 Client acts or omissions.

If Client (or its agents, subcontractors, consultants, or employees) or a Force Majeure Event (Section 17) prevents or delays Izba's performance, Izba is not in breach, is not liable for the resulting costs or losses, is entitled to a reasonable extension, and may bill on a time-and-materials basis for reasonable idle time and rework.

5.1 Fees.

Client will pay the fees in each Statement of Work (the "Fees"), which may be hourly, flat-fee, or retainer-based.

5.2 Invoicing.

Unless a Statement of Work says otherwise, invoices are due on the due date stated in the invoice.

5.3 Expenses.

Client will reimburse Izba's reasonable travel and out-of-pocket expenses, as set out in or consistent with the Statement of Work.

5.4 Retainers and deposits.

Retainers and deposits are earned when paid and are non-refundable, except as Izba agrees in writing or a Statement of Work states. Izba reserves and staffs delivery capacity in reliance on retainers, so a retainer secures that committed capacity; it is applied against Fees as the Services are performed, and cancelling or reducing Services does not entitle Client to a refund of the retainer for the committed period.

5.5 Taxes.

Client is responsible for all sales, use, excise, and similar taxes on amounts payable under the Agreement, except taxes on Izba's net income.

5.6 Late payments.

Past-due amounts accrue interest from the due date at 1.5% per month or the highest rate allowed by law, whichever is less.

5.7 Suspension.

If Client does not pay undisputed amounts when due, or if continued performance would create a credit, performance, legal, or security risk, Izba may suspend the Services on ten (10) days' written notice (or immediately where Izba reasonably perceives such a risk), without liability, until the issue is resolved.

5.8 Collection costs.

Client will reimburse Izba's reasonable costs of collecting past-due amounts, including reasonable attorneys' fees.

5.9 Credit-card surcharge.

Payments by credit card are subject to a 3% administrative fee, to the extent allowed by law.

5.10 Commissions.

In connection with pre-existing business relationships, Izba may pay or receive commissions or referral fees to or from third parties or its Affiliates.

5.11 Disputed amounts.

Client will notify Izba in writing of any good-faith dispute about an invoice within fifteen (15) days of the invoice date and will pay all undisputed amounts when due.

5.12 Set-off.

Izba may set off amounts it owes Client against amounts Client owes Izba.

6.1 Client Materials.

Client keeps all right, title, and interest in Client Materials, and grants Izba a non-exclusive license to use, copy, and modify them as needed to perform the Services and create the Deliverables.

6.2 Izba Materials.

Izba keeps all right, title, and interest in Izba Materials. Nothing transfers ownership of Izba Materials to Client. Where Izba Materials are part of a Deliverable, Client's rights in them are limited to the license below.

6.3 Ownership of Deliverables.

Except for Client Materials and Client Confidential Information embedded in a Deliverable, and except for Third-Party Materials, all Intellectual Property Rights in the Deliverables are owned by Izba as author on creation. The Deliverables are not works made for hire. If any right in a Deliverable is nevertheless deemed to vest in Client by law (including any finding that a Deliverable is a "work made for hire"), Client irrevocably assigns that right to Izba. Izba will ensure its personnel and subcontractors assign to Izba the Intellectual Property Rights in their contributions, so Izba can grant the license below.

6.4 License to Client.

When Client has paid all Fees due under the applicable Statement of Work, Izba grants Client a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free, perpetual license to use the Deliverables (and any Izba Materials in them) for Client's internal business purposes. Client may not redistribute, resell, sublicense, or commercialize the Deliverables or Izba Materials outside its internal business purposes without Izba's prior written consent. Until Fees are paid in full, Client has no license to use the Deliverables.

6.5 Residuals.

Izba may use the general knowledge, skills, ideas, concepts, methods, and know-how its personnel retain in unaided memory, as long as Izba does not use Client's Confidential Information in breach of Section 7.

6.6 Third-Party Materials.

Third-Party Materials are subject to their own third-party license terms, identified in or referenced by the Statement of Work. Izba's warranties do not extend to Third-Party Materials.

6.7 Feedback.

Izba may freely use any feedback Client provides about the Services or Izba Materials, without restriction or obligation.

7.1 Confidential Information.

"Confidential Information" means each party's non-public business, technical, financial, and commercial information, in any form, including trade secrets and information about customers, pricing, and strategy. It does not include information that: (a) becomes public through no breach by the receiving party; (b) the receiving party already knew; (c) the receiving party developed independently without using the other's Confidential Information; or (d) the receiving party rightfully received from a third party without a duty of confidentiality. If the parties have signed a non-disclosure agreement (an "NDA"), that NDA governs Confidential Information, and the parties extend it to cover Confidential Information exchanged in performing the Services. If no NDA is in effect, each party will use the other's Confidential Information only to perform or receive the Services, protect it with at least reasonable care, limit disclosure to its personnel, Affiliates, and subcontractors who need to know and are bound by obligations at least as protective as these, and not disclose it to others without consent — except where required by law, with prior notice where allowed.

7.2 Intra-group disclosure and opt-out.

Izba uses shared infrastructure, people, and systems within the Izba Group. Izba may disclose Client's Confidential Information to its Affiliates and their personnel and subcontractors who are bound by confidentiality obligations at least as protective as these, only to support the Services. Client may opt out by written notice to legal@izba.co, in which case Izba will limit access to Izba Consulting personnel and its direct subcontractors. Where a Client NDA or Data Processing Agreement is stricter, that controls.

7.3 Survival.

Trade-secret information stays protected for as long as it remains a trade secret under law; other Confidential Information stays protected for three (3) years after the Services end.

8.1 Safeguards.

Izba will use commercially reasonable administrative, technical, and physical safeguards designed to protect Client data in its possession.

8.2 Use of personal data.

Izba will use any personal data it processes only to perform the Services, and will not sell it or disclose it except as needed for delivery or support, as allowed by the Izba Consulting Privacy Policy, or as required by law. As between the parties, Izba Consulting controls its own client-engagement data.

8.3 Data Processing Agreement.

Izba will enter into a Data Processing Agreement on Client's reasonable request or where legally required (for example, for CCPA service-provider or GDPR processor obligations).

8.4 No guarantee of absolute security.

No method of transmission or storage is completely secure. Izba does not guarantee absolute security and is not liable for unauthorized access not caused by Izba's failure to maintain the safeguards in Section 8.1.

8.5 Breach notification.

Izba will notify Client of a confirmed security breach affecting Client's personal data without undue delay and as required by law, and will reasonably cooperate in Client's response.

8.6 Privacy Policy.

Izba's collection and use of information is further described in the Izba Consulting Privacy Policy at https://izba.co/privacy-policy. If there is a conflict about personal data processed for an engagement, the Agreement (and any DPA) controls.

9.1 Third-party platforms.

Izba is not responsible for the availability, performance, security, or acts of any third-party platforms, networks, software, or providers used by or for Client, including Client's own systems and any hosting, connectivity, carrier, or SaaS providers.

9.2 AI and automated tools.

Izba may use AI and other automated tools to help deliver the Services, with human review and oversight.

9.3 Recordings and voice data

Izba may record or transcribe calls and meetings for documentation, quality, and training (currently using Fireflies), and may share those recordings within the Izba Group to deliver the Services. If you would rather not be recorded, tell Izba and recording will be turned off for that meeting. You never have to opt in. Izba does not use voice data to identify people, does not create voiceprints to recognize people, and will not share recordings outside the Izba Group without consent. Each party is responsible for informing its own participants and getting any consent its side needs. If a participant prefers not to be recorded, or is subject to special biometric-privacy rules (for example, in Illinois), tell Izba and the affected meetings will not be recorded.

Izba may use Affiliates and subcontractors to perform any of the Services. Izba will ensure its subcontractors are bound by confidentiality and intellectual-property obligations sufficient for Izba to perform and to own or license the Deliverables under Section 6 (including the assignment in Section 6.3).

11.1 Limited warranty.

Izba warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Client's sole and exclusive remedy, and Izba's entire liability, for breach of this warranty is re-performance of the non-conforming Services; if Izba cannot re-perform them conformingly within a reasonable time, Client's exclusive remedy is a refund of the Fees paid for the non-conforming Services. Client must report the non-conformity in writing within thirty (30) days after the Services are performed.

11.2 Disclaimer.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 11.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND IZBA MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR DELIVERABLES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

11.3 No guarantee of results.

Izba does not guarantee any particular result, outcome, savings, revenue, cost reduction, or return on investment. The Services are advisory, and results depend on factors outside Izba's control, including Client's own decisions, resources, and market conditions. Client is responsible for its business decisions and for deciding whether to rely on any recommendation or Deliverable.

11.4 Draft and oral materials.

Draft, interim, preliminary, and oral materials are for discussion only, are not final Deliverables, and may not be relied upon. Only final written Deliverables accepted under the applicable Statement of Work are subject to Section 11.1.

12.1 By Client.

Client will defend and indemnify Izba and its Affiliates, and their personnel, against any third-party claim arising from or relating to: (a) Client Materials or Izba's permitted use of them; (b) Client's use or misuse of the Deliverables or Services; (c) Client's breach of the Agreement; (d) Client's violation of applicable law; or (e) instructions Izba followed at Client's request.

12.2 Procedure.

The party seeking indemnification will give prompt written notice of the claim, sole control of the defense and settlement, and reasonable cooperation at the indemnifying party's expense. No settlement that imposes a non-monetary obligation on, or an admission of fault by, the indemnified party may be entered without that party's prior written consent. Failure to give prompt notice relieves the indemnifying party only to the extent it is prejudiced.

12.3 Intellectual-property claims.

Izba does not provide an intellectual-property indemnity. Any claim that a Deliverable infringes a third party's Intellectual Property Rights is subject to the disclaimer in Section 11.2 and the limitation of liability in Section 13.

13.1 No indirect damages.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA, GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF FORESEEABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 Cap.

IN NO EVENT WILL IZBA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO IZBA UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exclusions from the limits.

The limits in Sections 13.1 and 13.2 do not apply to: (a) Client's payment obligations; (b) Client's indemnification obligations under Section 12.1; (c) Client's breach of Section 7 (Confidentiality) or infringement or misuse of Izba's Intellectual Property Rights; or (d) liability for a party's fraud or willful misconduct, or any other liability that cannot be limited under law.

13.4 Allocation of risk.

The parties agree the Fees reflect the allocation of risk in this Section, and that these limits are an essential basis of their bargain.

13.5 No recourse against individuals.

Client's claims arising out of or relating to the Agreement may be brought only against Izba Consulting, LLC, and not against any of its members, managers, officers, directors, employees, or agents in their individual capacity. This does not limit liability for an individual's own fraud or willful misconduct, or any liability that cannot be waived under law.

14.1 Term.

The Agreement starts on the Effective Date and continues until the Services are complete or it is terminated as set out below (the "Term").

14.2 Termination for convenience.

Either party may terminate any Statement of Work or the Agreement for convenience on thirty (30) days' written notice; Client remains responsible for Fees and expenses for Services performed and non-cancellable commitments incurred through the termination date.

14.3 Termination for cause.

Either party may terminate the Agreement or a Statement of Work for the other's material breach that stays uncured thirty (30) days after written notice. Izba may also terminate immediately on written notice if Client: (a) fails to pay an amount when due and the failure continues ten (10) days after written notice; (b) breaches Section 6 or Section 7; or (c) becomes insolvent or subject to bankruptcy, receivership, or similar proceedings.

14.4 Effect of termination.

On termination: (a) Client will pay for all Services performed and expenses and non-cancellable commitments incurred through the termination date; (b) each party will, on request, return or destroy the other's Confidential Information; and (c) any license to Deliverables with unpaid Fees does not vest (Section 6.4).

14.5 Survival.

Any term that by its nature should continue after the Agreement ends will survive, including the terms on fees owed, intellectual property (Section 6), confidentiality (Section 7), data (Section 8), disclaimers and limitation of liability (Sections 11 and 13), indemnification (Section 12), non-solicitation (Section 15), governing law and disputes (Section 18), and these general terms (Section 19).

During the Term and for eighteen (18) months afterward, Client will not solicit for employment or engagement any of Izba's personnel involved in the Services without Izba's prior written consent, which Izba may give or withhold in its sole discretion. The following apply:

(a) Talk to us first.

In rare cases such a move may serve both parties; for consent to be considered, Client or the individual should approach Izba before any offer is made.

(b) Recruiting fee.

If a transition proceeds with at least sixty (60) days' notice, Izba is entitled to a recruiting fee of 40% of the individual's new annual base salary; with less than sixty (60) days' notice, 60%, payable in cash or, at Izba's discretion, equity.

(c) General postings are fine.

A general advertisement or job posting not aimed at Izba's personnel, and hiring anyone who responds to it, does not violate this Section.

(d) Reasonable estimate, not a penalty.

The parties agree this fee is a reasonable pre-estimate of Izba's recruiting, onboarding, and lost-productivity costs, which are hard to measure, and is not a penalty.

(e) California and reasonableness.

This Section does not apply to personnel primarily resident or working in California, or where otherwise prohibited by law; and if the duration or fee is found unreasonable, it will be reduced to the maximum enforceable level rather than voided.

(a) With Client's prior written or oral approval, and following Client's trademark and logo guidelines, Izba may name Client as a client and, after Client review, create incidental marketing materials or a case study. (b) Public information Client posts on social media may be shared or reposted without prior approval. (c) Any case study will use anonymized, aggregated data, and Client may review and approve any marketing material or case study before publication.

Neither party is liable or in default for any failure or delay in performance (other than payment) caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, explosion, government action, war, terrorism, civil unrest, national emergency, epidemic or pandemic, labor disputes, carrier or supply failures, and telecom or power outages (each, a "Force Majeure Event"). The affected party will use reasonable efforts to mitigate. If a Force Majeure Event lasts more than sixty (60) consecutive days, either party may terminate the affected Statement of Work on written notice.

18.1 Governing law.

The Agreement and all matters arising out of it are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Izba Consulting is a Delaware limited liability company. If a mandatory rule of a Client's home jurisdiction applies to a particular issue despite this Section, that does not affect the rest.

18.2 Escalation.

Before starting litigation (other than for equitable relief under Section 18.7), the parties will first try in good faith to resolve the dispute through senior-representative negotiation within thirty (30) days of written notice, and may agree to non-binding mediation.

18.3 Forum.

Each party submits to the exclusive jurisdiction and venue of the state and federal courts in Delaware for any dispute arising out of or relating to the Agreement.

18.4 Jury-trial waiver.

Each party gives up the right to a jury trial. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

18.5 Class-action waiver.

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18.6 Limitations period.

Except for claims about payment, confidentiality, or Intellectual Property Rights, any claim arising out of or relating to the Agreement must be brought within one (1) year after the cause of action accrues (or the shortest longer period the law requires), or it is permanently barred, to the extent allowed by law.

18.7 Equitable relief.

Despite Section 18.2, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights.

18.8 Arbitration fallback.

If a court holds the jury-trial waiver (Section 18.4) or the class-action waiver (Section 18.5) unenforceable for a dispute, that dispute will instead be finally resolved by binding arbitration before a single arbitrator under the American Arbitration Association's Commercial Arbitration Rules, seated in Delaware, on an individual (non-class) basis, and judgment on the award may be entered in any court of competent jurisdiction.

19.1 Notices.

Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested), or email (with confirmation), to the addresses in the Statement of Work or, to Izba, to Izba Consulting, LLC, c/o Izba Group, LLC, 322 W 5th Street #109, Marysville, OH 43040, Attn: Legal, legal@izba.co. Notices are effective on receipt.

19.2 Assignment.

Client may not assign or delegate the Agreement without Izba's prior written consent; any attempt to do so is void and does not relieve Client of its obligations. Izba may assign the Agreement to an Affiliate or to a successor in a merger, reorganization, or sale of all or substantially all of its assets or equity.

19.3 No third-party beneficiaries.

The Agreement is only for the parties and their permitted successors and assigns and gives no rights to anyone else.

19.4 Independent contractors.

The parties are independent contractors. The Agreement creates no agency, partnership, joint venture, employment, or fiduciary relationship, and neither party may bind the other.

19.5 Waiver.

A waiver is effective only if in writing and signed by the waiving party. No delay in exercising a right is a waiver, and no single or partial exercise prevents any further exercise.

19.6 Severability.

If any provision is held invalid or unenforceable, it will be modified to the least extent needed to make it enforceable, or if it cannot be, severed, and the rest stays in effect.

19.7 Counterparts; electronic signature.

The Agreement may be signed in counterparts and by electronic signature, each an original and all together one instrument.

19.8 Interpretation.

Headings, and the bold plain-language summary that opens each Section, are for convenience and ease of reading only; they are not operative and do not modify, expand, or limit the numbered terms that follow, which govern. "Including" means "including without limitation."

19.9 Amendment.

The Agreement may be amended only by a written instrument signed by both parties (which may be a signed Statement of Work or Change Order).