- access the Services; and
- download or print a copy of any portion of the Content to which you have properly gained access.
- confirm that you have read and agree with our
" PROHIBITED ACTIVITIES " and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; - to the extent permissible by applicable law, waive any and all moral rights to any such Submission
; - warrant that any such Submission
are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions ; and - warrant and represent that your Submissions
do not constitute confidential information.
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in
unauthorized framing of or linking to the Services. - Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (
"gifs" ), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms" ). - Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any
unauthorized script or other software. - Use a buying agent or purchasing agent to make purchases on the Services.
- Make any
unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses . - Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating
endeavor or commercial enterprise. Use the Services to advertise or offer to sell goods and services. Sell or otherwise transfer your profile.
CONSULTING AGREEMENT
By subscribing to the Services (as defined below), you (“Client”) agree to enter into this Consulting Agreement (this “Agreement”) with BHF Consulting LLC, a Delaware limited liability Client (“Consultant”) as of the date Client subscribed to Services (the “Effective Date”).
Client and Consultant desire to have Consultant perform services for Client, subject to and in accordance with the terms and conditions of this Agreement.
THEREFORE, the parties agree as follows:
1. SERVICES
1.1 Performance of Services. Consultant shall perform business consulting services as requested by Client, expressly limited by the services described in the subscription package on Consultant’s website (https://bhfconsult.com) to which Client subscribed (“Services”)), but including:
(a) evaluating and identifying areas of improvement, and providing strategic recommendations, with respect to Client’s business operations, including fundraising strategies, investor relations, and financial performance,
(b) assisting Client in developing and implementing strategies for launching digital assets, seeking liquidity events, and managing legal processes,
(c) providing guidance in financial management, budgeting, and forecasting,
(d) offering advice and support in human resources management, including talent acquisition, employee retention strategies, and performance management,
(e) providing ongoing monitoring and evaluation of the implemented strategies and recommending adjustments as necessary to achieve desired outcomes, and
(f) managing outsourced legal counsel and legal workstreams, as well as providing advice and support in developing contract lifecycle management processes,
in each case, in accordance with the terms and conditions set forth in this Agreement. The duration and frequency of the Services shall be determined based on the needs and requirements of Client, as mutually agreed upon by the parties. Consultant shall promptly notify Client of any circumstances or events that may affect the timely and effective provision of the services, including any potential conflicts of interest. Any additional services beyond the scope outlined in this Agreement shall be subject to separate negotiation and agreement between the parties.
1.2 Services Advisory in Nature. Client acknowledges that Consultant’s services are advisory in nature and that the ultimate decision-making authority with respect to Client’s business operations remains with Client. Consultant shall not be liable for any damages, losses, or expenses incurred by the Client as a result of Client’s failure to implement or follow Consultant’s recommendations or advice. Client acknowledges that the success and effectiveness of the services may depend on various factors beyond Consultant’s control, including market conditions, industry trends, and the Client’s own actions and decisions.
1.3 Subcontractors. Consultant may, at its discretion, engage subcontractors or other third parties to assist in the provision of the Services, provided that Consultant shall remain fully responsible for the performance and deliverables of such subcontractors or third parties.
2. PAYMENT
2.1 Fees. As Consultant’s sole compensation for the performance of Services, Client will pay Consultant the fees specified in applicable subscription package in accordance with the terms set forth therein.
2.2 Expenses. Client will not reimburse Consultant for any expenses incurred by Consultant in connection with performing Services.
3. RELATIONSHIP OF THE PARTIES
3.1 Independent Contractor. Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Client and Consultant or any of its employees or subcontractors (collectively, “Consultant Personnel”. Consultant will perform Services under the general direction of Client, but Consultant will determine, in Consultant’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law.
3.2 Taxes and Employee Benefits. Consultant will report to all applicable government agencies as income all compensation received by Consultant pursuant to this Agreement. Consultant will be solely responsible for the payment of all compensation to all Consultant Personnel, as well as for the payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Consultant Personnel will not be entitled to any benefits paid or made available by Client to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Client pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Consultant will indemnify and hold Client harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Client to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Consultant pursuant to this Agreement.
4. OWNERSHIP
4.1 Disclosure of Work Product. Consultant will, as an integral part of the performance of Services, disclose in writing to Client all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Consultant Work Product”).
4.2 Ownership of Consultant Work Product. Consultant and Client agree that, to the fullest extent permitted by applicable law, each item of Consultant Work Product will be a work made for hire owned exclusively by Client. Consultant agrees that, regardless of whether an item of Consultant Work Product is a work made for hire, all Consultant Work Product will be the sole and exclusive property of Client. Consultant hereby irrevocably transfers and assigns to Client, and agrees to irrevocably transfer and assign to Client, all right, title and interest in and to the Consultant Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Client’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Client in all respects, and will cause all Consultant Personnel to assist and cooperate with Client in all respects, and will execute documents and will cause all Consultant Personnel to execute documents, and will take such further acts reasonably requested by Client to enable Client to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Consultant Work Product. Consultant hereby appoints the officers of Client as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.
4.3 Moral Rights. To the fullest extent permitted by applicable law, Consultant also hereby irrevocably transfers and assigns to Client, and agrees to irrevocably transfer and assign to Client, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant or any Consultant Personnel may have in or with respect to any Consultant Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.”
4.4 Related Rights. To the extent that Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Client of the rights assigned to Client under this Agreement (collectively, “Related Rights”), Consultant hereby grants or will cause to be granted to Client a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Client to exercise all of the rights assigned to Client under this Agreement.
5. CONFIDENTIAL INFORMATION
For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding Client and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Consultant or to which Consultant has access in connection with performing Services; (ii) the Consultant Work Product; and (iii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Consultant; (b) was rightfully in Consultant’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Consultant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Consultant agrees to hold all Confidential Information in strict confidence, not to use it in any way except in performing Services, and not to disclose it to others. Consultant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information, including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. Without limiting the foregoing, Consultant shall have the right to use the Client’s name and logo in its marketing materials and website, solely for the purpose of identifying Client as a past or current client of Consultant.
6. WARRANTIES
6.1 No Pre-existing Obligations. Consultant represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant’s performance of its obligations under this Agreement.
6.2 Performance Standard. Consultant shall perform the services with due care, skill, and diligence in accordance with applicable professional standards and industry best practices. Client acknowledges that Consultant’s services are based on the information and representations provided by the Client, and the Consultant shall not be responsible for any inaccuracies or omissions in such information or representations.
6.3 Non-infringement. Consultant represents and warrants that the Consultant Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Consultant Work Product is created, developed or supplied by Client or by a third party on behalf of Client.
6.4 Non-Solicitation of Personnel. During the term of this Agreement and for a period of one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Client employee or consultant for Consultant’s own benefit or for the benefit of any other person or entity.
6.5 Agreements with Consultant Personnel. Consultant represents and warrants that all Consultant Personnel who perform Services are and will be bound by written agreements with Consultant under which: (i) Consultant owns or is assigned exclusive ownership of all Consultant Work Product, including all Intellectual Property Rights therein; and (ii) Consultant Personnel agree to limitations on the use and disclosure of Confidential Information no less restrictive than those provided in Section 5.
7. INDEMNITY
7.1 Indemnification by Consultant. Consultant will defend, indemnify and hold Client harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from:
(a) any action by a third party against Client that is based on a claim that any Services performed under this Agreement, or the results of such Services (including any Consultant Work Product), or Client’s use thereof, infringe, misappropriate or violate such third party’s Intellectual Property Rights; and
(b) any action by a third party against Client that is based on any act or omission of Consultant or any Consultant Personnel and that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or regulation.
7.2 Indemnification by Client. Client agrees to defend, indemnify, and hold Consultant harmless from and against any and all claims, damages, liabilities, losses, expenses, and costs (including reasonable attorneys’ fees and costs) arising out of or resulting from any action by a third party against Consultant that is based on any act or omission of Client or any Client Personnel and that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or regulation.
8. TERM AND TERMINATION
8.1 Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Client’s subscription for Consultant’s Services is active or paused and not cancelled.
8.2 Termination for Convenience. Client may terminate this Agreement at any time, for any reason or no reason, by cancelling its subscription with Consultant.
8.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Client all Consultant Work Product, including all work in progress on any Consultant Work Product not previously delivered to Client, if any; and (ii) Consultant will promptly deliver to Client all Confidential Information in Consultant’s possession or control.
8.4 Survival. The rights and obligations of the parties under Sections 2, 3.2, 4, 5, 6.4, 7, 8.3, and 9 will survive the expiration or termination of this Agreement.
9. GENERAL
9.1 Assignment. This Agreement will bind and benefit the parties and their respective successors and assigns.
9.2 No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Client of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.
9.3 Equitable Remedies. Because the Services are personal and unique and because Consultant will have access to Confidential Information of Client, Client will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that Client may have for a breach of this Agreement at law or otherwise.
9.4 Attorneys’ Fees. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
9.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Wilmington, Delaware and the parties irrevocably consent to the personal jurisdiction and venue therein.
9.6 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
9.7 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
9.8 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.
9.9 Entire Agreement. This Agreement, together with the Statement of Work, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and conditions of the Statement of Work will take precedence over the terms and conditions of this Agreement. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
9.10 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.