San Diego CFO Group Terms & Conditions

1.1. Read These Terms Carefully

Please read these terms (“Agreement”) carefully. This Agreement is a binding contract between the user that accepts it (“Customer”) and Brightzen Systems, LLC, doing business as San Diego CFO Group (“SD CFO Group”). It governs your access to the San Diego CFO Group website at https://sdcfogroup.com (“Site”) and your use of the fractional CFO and financial advisory services offered through the Site or under a written engagement (“SD CFO Group Services”). Together, the Site and the SD CFO Group Services are the “Services”. Customer accepts this Agreement and agrees to be bound by it by checking an opt-in box, submitting a form, booking a consultation, signing an Engagement Agreement, or otherwise accessing or using the Services. If Customer uses the Services on behalf of an entity, Customer represents that (i) they are authorized to bind that entity to this Agreement and (ii) the entity agrees to be bound by it. If Customer does not agree to this Agreement, Customer may not use the Services.

1.2. Modification of Terms

SD CFO Group may, at its sole discretion, change, modify, or otherwise alter this Agreement, or any policy or guideline that applies to the Services, at any time. If it does, SD CFO Group will make reasonable efforts to communicate the changes with a notice on the Site.

Unless otherwise specified, changes take effect as soon as the revised Agreement is posted on the Site. Continuing to use the Services after that time means Customer agrees to the updated Agreement. We recommend reviewing this Agreement from time to time. The “Last Updated” date at the top always shows when it was last revised.

1.3. Arbitration Notice and Waiver of Class Action

Except for certain kinds of disputes described in the Governing Law and Arbitration section below, Customer agrees that disputes arising under this Agreement will be resolved by binding individual arbitration. BY ACCEPTING THIS AGREEMENT, CUSTOMER AND SD CFO GROUP EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER GIVES UP THE RIGHT TO GO TO COURT to assert or defend Customer’s rights under this contract, except for matters that may be taken to small claims court. A single ARBITRATOR, NOT a judge or jury, will decide these disputes.

2.1. Scope and Use of Services

The Services consist of outsourced, part-time (“fractional”) chief financial officer services. Depending on the engagement, they may include: (i) financial planning and analysis, budgeting, and forecasting; (ii) cash-flow management and runway planning; (iii) unit-economics, pricing, and margin analysis; (iv) KPI dashboards and management reporting; (v) lender, investor, and fundraising support; and (vi) strategic financial advisory. The specific scope, deliverables, cadence, and fees for each engagement are set out in a separate written engagement letter, proposal, or statement of work between Customer and SD CFO Group (“Engagement Agreement”).

SD CFO Group will provide the Services for the Term, as long as Customer pays the applicable Fees and complies with this Agreement. Customer may use the Services solely for its own internal business purposes. Customer’s right to use the Services ends when this Agreement or the applicable Engagement Agreement terminates.

2.2. Service Modifications

SD CFO Group may, at its sole discretion, change, add, or remove parts of the Site without prior notice. If a change to an active engagement would materially alter the scope agreed in an Engagement Agreement, SD CFO Group will communicate the change to Customer in advance.

2.3. Customer Responsibility of Prompt Communication

Successful delivery of the Services depends on Customer’s involvement and responsiveness. Customer is solely responsible for providing timely access to the financial records, systems, documents, and personnel that SD CFO Group reasonably requests. SD CFO Group cannot perform the Services, or meet agreed deadlines, if Customer does not provide this information promptly.

After receiving a deliverable from SD CFO Group (for example, a forecast, a financial model, a board package, or a monthly report), Customer has 30 days to request reasonable updates or corrections at no additional charge. Requests made after this period may be billed as additional work.

2.4. Errors

Customer must notify SD CFO Group promptly of any error in a deliverable or in the information Customer provided. SD CFO Group will use commercially reasonable efforts to investigate and correct errors in its own work product. Customer must provide any information needed to investigate an error.

2.5. Third-Party Professionals

Some matters, such as tax preparation and filing, audits, attest work, and legal services, are outside the Services. Where appropriate, SD CFO Group may coordinate with or recommend Customer’s own CPAs, tax preparers, attorneys, bookkeepers, or other professionals (“Third Party Servicers”). Customer engages those parties directly. SD CFO Group is not responsible or liable for their work, advice, or errors.

2.6. Financial Transactions

SD CFO Group does not hold Customer funds and does not initiate payments, transfers, or other financial transactions on Customer’s behalf. Customer, or a Third Party Servicer acting on Customer’s instructions, remains solely responsible for executing and approving all financial transactions. SD CFO Group is not liable for any such transaction or its results.

2.7. Not Legal, Tax, or Investment Advice

The Services are financial management and advisory services. They do not include legal, tax, audit, attest, or investment advice, and SD CFO Group is not a certified public accounting firm. SD CFO Group does not represent or warrant that any financial records, models, or reports comply with GAAP, IFRS, or any other accounting standard, unless an Engagement Agreement says otherwise. Customer is solely responsible for retaining qualified professionals for legal, tax, audit, and investment matters.

General financial information on the Site, or shared during a free assessment before an Engagement Agreement is signed, is not specific professional advice. It may not reflect recent developments and may not apply to Customer’s particular circumstances.

2.8. Free Business Assessment and Bookings

The free business assessment and any consultation booked through the Site are working sessions to evaluate fit and share initial observations. They do not create a client engagement. When booking, Customer agrees to provide accurate information and to attend at the scheduled time, or to cancel or reschedule in advance. SD CFO Group may reschedule or decline appointments at its discretion.

2.9. Customer Support

SD CFO Group will use commercially reasonable efforts to respond to Customer questions about the Services by email at hello@sdcfogroup.com or through the communication channels agreed in the Engagement Agreement.

3.1. Access to Customer Systems

To deliver the Services, Customer may grant SD CFO Group access to Customer’s accounting software, banking portals (read-only where possible), payroll systems, shared drives, and other business systems. SD CFO Group will use that access only to perform the Services. Except as needed to deliver the Services or as required by law, SD CFO Group will not grant any third party access to those systems.

3.2. Customer Credential Responsibility

Customer controls the permissions it grants and is responsible for revoking access when an engagement ends. Customer should grant the minimum access necessary. Customer is solely responsible for the configuration and security of its own systems.

3.3. Notice of Compromised Access

Customer must notify SD CFO Group immediately by email to hello@sdcfogroup.com of any loss, disclosure, or suspected compromise of any credential or access code shared in connection with the Services.

3.4. Customer Personnel

Customer may involve its officers, directors, employees, bookkeepers, accountants, and other personnel (“Customer Personnel”) in the Services, as long as Customer binds them to confidentiality obligations consistent with this Agreement. Customer is responsible for the acts and omissions of Customer Personnel.

3.5. Technical Requirements and Limitations

Customer must provide, at its own expense, the hardware, software, and internet connectivity needed to access the Services and attend virtual meetings. The internet can be unpredictable, insecure, and subject to outages. SD CFO Group is not responsible for internet outages, insecure connections, or security breaches arising from any Customer Device.

4.1. Prohibited Customers

The following Persons may not use the Services: (i) Persons on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals (SDN) List; (ii) Persons under 18 years of age; (iii) Persons, or their Affiliates, whose prior engagement with SD CFO Group was terminated by SD CFO Group; (iv) direct competitors of SD CFO Group, except with SD CFO Group’s prior written consent; and (v) individual consumers. The Services are intended for businesses and not-for-profit organizations. Any business that is illegal or supports illegal activity is prohibited from using the Services.

4.2. Limitations on Use

Customer will not, and will not permit any third party to: (i) copy, modify, resell, or distribute SD CFO Group’s proprietary templates, models, or methodologies, except as part of Customer’s own internal use of deliverables; (ii) use the Services to conduct or promote illegal activity; (iii) use the Site to send spam or unsolicited messages; (iv) use any robot, spider, scraper, or other automated process to access or harvest information from the Site; (v) interfere with or disrupt the Site or the servers and networks connected to it; (vi) attempt to gain unauthorized access to any part of the Site; or (vii) upload or transmit any virus, worm, Trojan horse, or other malicious code.

4.3. Prohibited Data

Customer will not provide SD CFO Group with any data: (i) that Customer does not have the lawful right to share; (ii) containing personal information for which Customer lacks the required consent; (iii) that infringes any third party’s intellectual property or privacy rights; (iv) that is knowingly false or misleading; or (v) that contains viruses, malware, or other harmful components.

5.1. Engagement Fees

Fractional CFO engagements start at $1,000 per month. The actual Fees for an engagement depend on its scope and are set out in the applicable Engagement Agreement. All Fees are in U.S. dollars. SD CFO Group may change its pricing for new engagements at any time. For an active engagement, SD CFO Group will give Customer at least thirty (30) days’ written notice before any Fee change takes effect, unless Customer accepts the change earlier.

5.2. Delivery Guarantee

Our promise is simple: if we don’t deliver what we agreed to, you don’t pay. If SD CFO Group fails to deliver the deliverables committed for a billing period in the Engagement Agreement, Customer will not owe Fees for that billing period. If those Fees were already paid, SD CFO Group will refund or credit them.

To use the guarantee, Customer must notify SD CFO Group in writing at hello@sdcfogroup.com within thirty (30) days after the end of the affected billing period and identify the missed deliverable. The guarantee does not apply where a missed deliverable results from Customer’s failure to provide timely information, access, or approvals as described in Section 2.3, from a change in scope requested by Customer, or from a force majeure event. The guarantee covers the delivery of agreed work. It does not guarantee any particular financial result, valuation, funding outcome, or business performance.

5.3. Payment and Billing Frequency

Unless the Engagement Agreement states otherwise, Fees are billed monthly in advance. Customer authorizes SD CFO Group, through its payment processors, to charge Fees and applicable taxes to the credit card, debit card, bank account, or other payment method Customer provides. SD CFO Group may pre-authorize a card to confirm it is valid.

SD CFO Group may change billing dates on reasonable notice. Where necessary, the first adjusted payment will be pro-rated so that Customer does not pay more than it owes.

5.4. Renewals

If Customer authorizes recurring payments, SD CFO Group will charge the applicable Fees each billing period until the Term ends. Updates to or cancellations of recurring payments may take up to 10 business days to take effect. To avoid being charged for the next Renewal Term, Customer must give written notice of non-renewal as described in Section 6.

5.5. Late or Declined Payments

If Fees are overdue, SD CFO Group may suspend the Services until all amounts owed are paid, or terminate the engagement. If payment is late or declined, SD CFO Group may charge interest on unpaid amounts at 1.5% per month, or the maximum rate allowed by law if lower, plus reasonable collection costs. SD CFO Group may refer delinquent accounts to a collections agency after final notice.

5.6. Taxes

Fees do not include sales, use, gross receipts, value-added, or similar taxes. Customer is responsible for all such taxes, other than taxes based on SD CFO Group’s net income.

5.7. ACH Consent

If Customer chooses to pay by ACH or wire transfer, Customer authorizes SD CFO Group and its payment processors to initiate debit entries to the bank account Customer designates (“Customer Bank Account”) for Fees and other amounts owed. Customer will keep sufficient funds available to cover these debits. Customer represents that it is authorized to approve these transactions and that the Customer Bank Account is valid. This authorization remains in effect until SD CFO Group receives written notice from Customer revoking it. Customer must provide any changes to its bank details in writing. If Customer provides an incorrect routing or account number, SD CFO Group will try to help recover the funds but is not liable for their restitution. All ACH transactions must comply with applicable U.S. law and NACHA rules.

6.1. Term

This Agreement begins when Customer accepts it or signs an Engagement Agreement, whichever comes first. Unless the Engagement Agreement specifies a different period, a paid engagement has an initial term of one month (the “Initial Term”).

6.2. Auto-Renewals

UNLESS THE ENGAGEMENT AGREEMENT STATES OTHERWISE, AN ENGAGEMENT AUTOMATICALLY RENEWS FOR SUCCESSIVE PERIODS OF THE SAME LENGTH AS THE INITIAL TERM (each a “Renewal Term”, and together with the Initial Term, the “Term”). Renewal does not occur if either party gives the other at least thirty (30) days’ advance written notice of non-renewal before the current term ends.

6.3. Termination

Either party may end an engagement by giving written notice of non-renewal as described above. Customer remains responsible for Fees for Services delivered through the end of the current term, subject to the Delivery Guarantee in Section 5.2. SD CFO Group may terminate this Agreement immediately by written notice if Customer materially breaches it, including by failing to pay. Notices may be sent by email to the contact information Customer provided.

7.1. Intellectual Property Rights

SD CFO Group reserves all Intellectual Property Rights in the Site and in its pre-existing and generally applicable templates, models, frameworks, methodologies, and know-how (“SD CFO Group Materials”). The San Diego CFO Group name, logo, and related marks are owned by Brightzen Systems, LLC. They may not be used without prior written consent.

7.2. Deliverables

Once Customer has paid the applicable Fees, Customer owns the final, Customer-specific deliverables prepared for it under an Engagement Agreement, such as forecasts, reports, and board materials. To the extent any SD CFO Group Materials are embedded in those deliverables, SD CFO Group grants Customer a perpetual, non-exclusive, non-transferable license to use them for Customer’s internal business purposes.

8.1. Customer Information and Data Accuracy

The Services require information about Customer, including names, contact details, and financial records (“Customer Data”). Customer is solely responsible for the accuracy, appropriateness, and completeness of all Customer Data and will promptly correct any errors. SD CFO Group relies on Customer Data as provided. It is not responsible for auditing or independently verifying Customer Data, unless an Engagement Agreement expressly requires it.

8.2. Data Ownership and Usage Rights

Customer retains ownership of Customer Data. Customer grants SD CFO Group the right to collect, store, use, and disclose Customer Data to provide, improve, and protect the Services and to communicate with Customer. Our Privacy Policy, which is incorporated into this Agreement by reference, governs our handling of personal information.

SD CFO Group may also use Customer Data in aggregated and anonymized form to develop industry benchmarks and insights. These benchmarks and insights will never identify Customer or disclose personal or sensitive information. Customer may withdraw consent to this use by notifying SD CFO Group in writing.

8.3. Use of Artificial Intelligence (AI) Tools

SD CFO Group may use artificial intelligence (AI) and machine learning (ML) tools to help organize, analyze, and summarize financial information and to prepare drafts of deliverables. A qualified member of the SD CFO Group team reviews AI-assisted output before it is delivered. AI tools are used in a secure, privacy-conscious manner. Customer Data is limited to what each task requires and is not used to train third-party public models, unless Customer explicitly authorizes it or the law requires it.

8.4. Data Security and Compliance

SD CFO Group maintains reasonable administrative, technical, and physical safeguards to protect Customer Data. However, SD CFO Group does not guarantee that the Services are immune from all security breaches, viruses, or other vulnerabilities. Customer is responsible for securing its own systems and Customer Devices, including by using strong passwords and two-factor authentication. Customer is also responsible for maintaining its own backups of Customer Data.

Where required by law, SD CFO Group may disclose Customer Data to government authorities or in response to a valid subpoena or court order.

8.5. Data Sharing and Retention

SD CFO Group may share Customer Data with its service providers (for example, scheduling, communication, payment, and file-storage providers) and with Third Party Servicers that Customer designates, as needed to deliver the Services. SD CFO Group is not liable for how any Third Party Servicer handles Customer Data. SD CFO Group may retain Customer Data for the Term and afterward as required by law or as described in our Privacy Policy.

8.6. Feedback Utilization

If Customer gives SD CFO Group ideas, suggestions, or other feedback about the Services (“Feedback”), SD CFO Group may use that Feedback without restriction or compensation. Customer grants SD CFO Group a worldwide, royalty-free, perpetual, irrevocable license to use and exploit the Feedback in any form.

8.7. Call Monitoring and Recording

SD CFO Group may record phone calls and video meetings (for example, Zoom sessions) with Customer, and may use notetaking or transcription tools during them. Recordings are used for quality, accuracy, training, and to prepare deliverables and meeting notes. Where required by law, SD CFO Group will tell participants at the start of a call that it is being recorded. Customer agrees to inform its personnel that calls with SD CFO Group may be recorded.

8.8. Website Analytics and Tracking Technologies

The Site uses cookies, pixels, and similar technologies to understand how visitors use the Site and to measure our marketing. These include Google Analytics, the Meta Pixel, and Contentsquare session analytics. These tools may collect information such as pages visited, clicks, device and browser information, and approximate location. You can manage cookies through your browser settings. Our Privacy Policy explains these technologies in more detail.

9.1. Confidential Information

Each party may disclose Confidential Information to the other while negotiating and performing this Agreement. Confidential Information remains the property of the disclosing party. The receiving party will protect it with at least the same care it uses for its own confidential information of a similar nature, and never less than reasonable care. The receiving party will use Confidential Information only to perform under this Agreement and will disclose it only to employees, contractors, and advisors who need to know it and are bound by similar obligations. Customer Data is Customer’s Confidential Information. This section survives termination of this Agreement.

10.1. Customer Indemnification of SD CFO Group

Customer will defend, indemnify, and hold harmless Brightzen Systems, LLC and its members, officers, employees, contractors, and agents from all claims, damages, losses, penalties, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) Customer’s breach of this Agreement; (ii) Customer’s violation of any law; (iii) inaccurate or incomplete Customer Data; (iv) any financial transaction, tax filing, or business decision made by Customer or a Third Party Servicer; (v) any dispute between Customer and a third party or Customer Personnel; or (vi) costs SD CFO Group incurs to enforce this Agreement or respond to a subpoena relating to Customer.

11.1. Customer Representations and Warranties

• Customer has the legal authority to bind its organization to this Agreement and to perform under it.
• Customer is at least 18 years old and has the legal capacity to enter into this Agreement.
• Customer is a business or not-for-profit organization and will use the Services only for business purposes, not for personal, family, or household purposes.
• Customer has the right to share all Customer Data it provides to SD CFO Group.
• Customer’s use of the Services complies with all applicable laws and with this Agreement.

12.1. Third-Party Content and Links

The Site may contain links to, or integrations with, third-party websites and tools that SD CFO Group does not control, including scheduling, form, and video-conferencing providers. SD CFO Group is not responsible for their content, availability, or privacy practices, and a link does not imply endorsement. Customer is responsible for reviewing the terms and privacy policies of any third-party site it visits.

12.2. Services

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING THE DELIVERY GUARANTEE IN SECTION 5.2) OR IN AN ENGAGEMENT AGREEMENT, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SD CFO GROUP DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. FORECASTS, PROJECTIONS, AND MODELS ARE ESTIMATES BASED ON ASSUMPTIONS AND CUSTOMER DATA. SD CFO GROUP DOES NOT GUARANTEE ANY PARTICULAR FINANCIAL RESULT, FUNDING OUTCOME, VALUATION, OR BUSINESS PERFORMANCE. BUSINESS DECISIONS REMAIN SOLELY CUSTOMER’S RESPONSIBILITY.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.

IN NO EVENT WILL BRIGHTZEN SYSTEMS, LLC, OR ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE FOR DAMAGES ARISING OUT OF OR CONNECTED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING THE FEES CUSTOMER PAID FOR THE SERVICES DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT.

IN NO EVENT WILL SD CFO GROUP BE LIABLE FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (II) LOST PROFITS, REVENUE, SAVINGS, DATA, OR GOODWILL; (III) BUSINESS INTERRUPTION; OR (IV) TAX PENALTIES, FINES, OR CHARGES IMPOSED BY ANY GOVERNMENT AGENCY. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SD CFO GROUP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states do not allow these exclusions or limitations, so they may not fully apply to you. Customer agrees that these disclaimers and limitations reflect a fair allocation of risk and form an essential basis of the bargain between the parties.

14.1. Notices

Notices must be in writing. A notice is effective: (i) when delivered by email; (ii) one (1) day after it is sent by overnight courier; or (iii) two (2) days after it is sent by first-class mail. Notices to SD CFO Group must be sent to Brightzen Systems, LLC, Attn: San Diego CFO Group, at hello@sdcfogroup.com. Notices to Customer will be sent to the email or mailing address Customer provided, as updated from time to time.

14.2. Electronic Communications

Customer consents to receive communications from SD CFO Group electronically and agrees that electronic communications satisfy any legal requirement that a communication be in writing. SD CFO Group is not responsible for delays or failures in delivery caused by email or network providers. SMS text messages are governed by the SMS Messaging Program in Section 15.

15.1. Program Description and Message Types

San Diego CFO Group, operated by Brightzen Systems, LLC, may send recurring automated informational and conversational SMS messages to individuals who expressly opt in. Messages may include appointment confirmations and reminders, scheduling and rescheduling messages, responses to inquiries, service-related alerts, account notifications, and follow-up messages about a requested CFO assessment or services the recipient expressed interest in.

15.2. Consent

Consent to receive SMS messages is optional and is not a condition of purchasing any goods or services. By opting in, you confirm that you are the subscriber or customary user of the phone number you provided and that you are authorized to give consent.

15.3. Message Frequency

Message frequency varies based on your interactions, appointments, and requests.

15.4. Message and Data Rates

Message and data rates may apply according to your wireless carrier and mobile service plan.

15.5. Opting Out

You may opt out at any time by replying STOP to any SMS message. After you send STOP, you may receive one final message confirming your opt-out. You will not receive further SMS messages unless you opt in again.

15.6. Help and Support

Reply HELP for assistance, or contact us at hello@sdcfogroup.com.

15.7. Carrier Disclaimer

Wireless carriers are not liable for delayed or undelivered messages. Message delivery depends on effective transmission by your wireless carrier and is not guaranteed.

15.8. Eligibility

You must be at least 18 years old to participate in the SMS messaging program.

15.9. Privacy

We handle information collected through the SMS messaging program according to our Privacy Policy. Mobile opt-in information and consent will not be sold or shared with third parties or affiliates for their own marketing or promotional purposes.

15.10. Changes or Termination

We may modify, suspend, or terminate the SMS messaging program at any time. Changes will be reflected in this Agreement or otherwise communicated as required.

16.1. Overview

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS HOW CUSTOMER MAY SEEK RELIEF AND REQUIRES CUSTOMER TO ARBITRATE DISPUTES WITH SD CFO GROUP. If Customer has a dispute with SD CFO Group, the parties will first try in good faith to resolve it informally by contacting each other at the notice addresses in Section 14.

16.2. Arbitration

Any dispute that the parties cannot resolve informally within thirty (30) days will be settled by final and binding arbitration in San Diego County, California. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. A single arbitrator will conduct the arbitration in English. The arbitrator is bound by the warranties, limitations of liability, and other provisions of this Agreement. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small claims court, or seek injunctive relief in court to protect its rights while arbitration is pending.

16.3. Governing Law and Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to the arbitration provision above, any suit to enforce this Agreement must be brought in the state or federal courts located in San Diego County, California. Each party submits to the exclusive personal jurisdiction and venue of those courts.

16.4. Class Action and Jury Trial Waiver

BOTH CUSTOMER AND SD CFO GROUP AGREE TO HAVE ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND GIVE UP ANY RIGHT TO A COURT OR JURY TRIAL. BOTH PARTIES ALSO AGREE THAT ALL CLAIMS MUST BE BROUGHT IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.

17.1. E-Sign Consent

Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the California Uniform Electronic Transactions Act, this Agreement and any related electronically executed documents are legally binding in the same way as documents signed by hand. Customer agrees that these documents may be executed and delivered electronically and confirms that it is able to print or store them.

17.2. Assignment

Customer may not assign this Agreement without SD CFO Group’s prior written consent, and any assignment in violation of this section is void. SD CFO Group may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement binds the parties’ permitted successors and assigns.

17.3. Right to List as a Customer

SD CFO Group may list Customer’s entity name among its current clients. SD CFO Group will submit any other use of Customer’s name in marketing materials, case studies, or testimonials to Customer for approval in advance. Customer will not unreasonably withhold that approval.

17.4. Users Outside the United States

The Services are operated from the United States and offered to businesses nationwide. If Customer accesses the Services from outside the United States, Customer consents to the transfer and processing of its information in the United States and is responsible for complying with its local laws.

17.5. Construction

The parties’ rights and remedies under this Agreement are cumulative. The word “including” means “including without limitation”. Headings are for reference only and have no substantive effect.

17.6. Force Majeure

Neither party is liable for any delay or failure to perform, other than a payment obligation, that is caused by events beyond its reasonable control.

17.7. Severability

NOTHING IN THIS AGREEMENT AFFECTS ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CUSTOMER. If any provision is found to be illegal or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17.8. Waiver

A failure or delay in exercising any right or remedy in one instance does not prevent that right or remedy from being exercised later.

17.9. Independent Contractors

SD CFO Group provides the Services as an independent contractor. Neither party is the agent, partner, employee, or joint venturer of the other. SD CFO Group personnel serve in an advisory capacity and are not officers of Customer, unless an Engagement Agreement expressly provides otherwise.

17.10. Entire Agreement

This Agreement, together with the Privacy Policy and any Engagement Agreement, is the entire agreement between the parties on its subject matter. It supersedes all prior agreements and communications on that subject. If this Agreement conflicts with a signed Engagement Agreement, the Engagement Agreement controls for that engagement. If this Agreement conflicts with the Privacy Policy, this Agreement controls.

17.11. Amendments

SD CFO Group may amend this Agreement by posting a revised version on the Site, as described in Section 1.2. Customer is responsible for reviewing the current version, which is always available on the Site.

17.12. Survival

Upon termination or expiration of this Agreement, Customer must pay all amounts owed, and each party must return or destroy the other’s Confidential Information within thirty (30) days. Sections 4 (Limitations), 5 (Fees and Delivery Guarantee), 7 (Intellectual Property Rights), 8 (Customer Data and Consent), 9 (Confidentiality), 10 (Indemnification), 11 (Representations and Warranties), 12 (No Warranties), 13 (Limitation of Liability), 14 (Notices), 16 (Governing Law and Arbitration), 17 (General Provisions), and 18 (Glossary) survive.

Affiliate

means a Person that directly or indirectly controls, is controlled by, or is under common control with another Person.

Confidential Information

means non-public business, financial, technical, or personal information disclosed by one party to the other, including pricing and the terms of any Engagement Agreement. It excludes information that is already known to the recipient, becomes public through no fault of the recipient, is independently developed, or is lawfully received from a third party without restriction.

Customer

means you and, if you use the Services on behalf of an organization, that organization.

Customer Data

means information, records, and files that Customer provides or makes available to SD CFO Group.

Customer Device

means any computer, phone, tablet, or other device used by Customer to access the Services.

Engagement Agreement

means a signed engagement letter, proposal, or statement of work that sets out the scope, deliverables, and Fees for a paid engagement.

Fees

means the amounts payable by Customer for the Services, as set out on the Site or in an Engagement Agreement.

Intellectual Property Rights

means all patent, copyright, trademark, trade secret, and other intellectual property rights anywhere in the world.

Person

means an individual, corporation, partnership, limited liability company, trust, government entity, or other organization.

SD CFO Group

means brightzen Systems, LLC, doing business as San Diego CFO Group.

Services

means has the meaning set out in Section 1.1.

Site

means the website located at https://sdcfogroup.com and its subpages.

Term

means has the meaning set out in Section 6.

Third Party Servicer

means a third party, such as a CPA, tax preparer, attorney, bank, or software provider, that provides services to Customer under its own agreement with Customer.

Brightzen Systems, LLC, doing business as San Diego CFO Group
Email: hello@sdcfogroup.com
Web: sdcfogroup.com