Terms of Service & Disclaimer

The EBP TRC provides technical consulting and educational guidance relating to employee benefit plans and related accounting, auditing, financial reporting, tax, regulatory, quality management, governance, risk management, and compliance matters. Services are advisory in nature and are intended to assist the Client in evaluating technical issues. The EBP TRC does not perform attest services, prepare or file tax returns or regulatory filings, make management decisions, or assume responsibility for any engagement, filing, or client matter.

The Client retains sole responsibility for:

• Evaluating all relevant facts and circumstances;
• Exercising independent professional judgment;
• Complying with applicable professional standards, laws, regulations, and firm policies;
• Determining the appropriateness of all conclusions, recommendations, filings, financial statements, tax positions, reports, disclosures, and other work product.

Guidance provided by the EBP TRC is based solely on the information provided by the Client. Additional or different facts, subsequent events, or changes in authoritative guidance may result in a different analysis or conclusion.

The EBP TRC does not provide legal, investment, actuarial, valuation, or other specialized professional advice. Clients should consult qualified professionals whenever specialized expertise is required.

Fees are due before services are performed unless otherwise agreed in writing. Hourly consultations are billed in accordance with the EBP TRC's published fee schedule. Fixed-fee engagements are limited to the agreed scope of services. Additional work requested outside the agreed scope may be billed separately. Unless otherwise stated, fees are non-refundable once work has commenced. The Client is responsible for any applicable sales, use, or similar taxes imposed in connection with the services.

The Client agrees to provide complete and accurate information necessary for the consultation. The EBP TRC may rely upon information provided by the Client without independently verifying its accuracy or completeness.

Information submitted by the Client will be treated as confidential and used solely to provide the requested services, except as required by law or with the Client's authorization. Clients should avoid transmitting personally identifiable information or other sensitive information unless reasonably necessary for the consultation.

All memoranda, analyses, emails, templates, checklists, presentations, research, guidance, methodologies, forms, tools, and other work product prepared by the EBP TRC remain the exclusive intellectual property of the EBP TRC unless otherwise agreed in writing. The Client is granted a limited, non-exclusive, non-transferable, revocable license to use the work product solely for its own internal professional and business purposes in connection with the matter for which it was prepared. No ownership or other intellectual property rights are transferred to the Client. Except as permitted under Section 8 or required by law, the Client may not sell, publish, license, reproduce, modify, distribute, or otherwise commercially exploit the work product without the EBP TRC's prior written consent.

The work product is prepared solely for the Client's benefit in connection with the specific matter for which it was requested. The Client may share the work product internally within its organization or firm, and with its legal counsel, tax advisors, regulators, or the applicable client or plan sponsor when reasonably necessary in connection with the matter for which the work product was prepared. Except as required by law or with the EBP TRC's prior written consent, the Client shall not distribute the work product for reliance by unrelated third parties or permit it to be used for commercial purposes beyond the original engagement. No third party shall have any right to rely upon the services or work product provided by the EBP TRC. The EBP TRC assumes no duty or liability to any person or entity other than the Client, regardless of whether the work product is disclosed to another party.

To the fullest extent permitted by applicable law, the EBP TRC shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages arising out of or relating to the services provided. Professional judgment may reasonably differ among qualified professionals. Accordingly, the EBP TRC does not guarantee any particular accounting, auditing, tax, regulatory, legal, business, or inspection outcome. To the fullest extent permitted by law, the total aggregate liability of the EBP TRC arising out of or relating to any consultation or services shall not exceed the fees paid by the Client for the specific consultation giving rise to the claim.

All services are subject to the EBP TRC Disclaimer, which is incorporated into these Terms of Service by reference.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

Except for claims that may be brought in small claims court, any dispute, claim, or controversy arising out of or relating to these Terms of Service, the EBP TRC Disclaimer, or the services provided by the EBP TRC shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator experienced in commercial or professional services matters and shall take place in Franklin County, Ohio, unless the parties agree otherwise. The parties knowingly and voluntarily waive any right to a trial by jury for disputes subject to arbitration. Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to protect confidential information, intellectual property, or other rights pending completion of arbitration.

The prevailing party in any arbitration or legal proceeding arising out of or relating to these Terms of Service or the services provided by the EBP TRC shall be entitled to recover its reasonable attorney's fees, arbitration costs, expert witness fees, court costs, and other reasonable expenses, to the extent permitted by applicable law.

To the fullest extent permitted by applicable law, any claim arising out of or relating to the services provided by the EBP TRC or these Terms of Service must be commenced within one (1) year after the claim first accrues. Any claim not commenced within that period shall be permanently barred.

The EBP TRC may modify these Terms of Service from time to time. The version in effect on the date the services are purchased shall govern the engagement.

If any provision of these Terms of Service is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to give the greatest possible effect to the parties' original intent.

These Terms of Service, together with the EBP TRC Disclaimer and any separate written engagement or fee agreement between the parties, constitute the entire agreement between the parties regarding the services provided by the EBP TRC and supersede all prior oral or written understandings relating to those services. By submitting an inquiry, paying for services, or otherwise engaging the EBP TRC, the Client acknowledges that it has read, understands, and agrees to be bound by these Terms of Service and the accompanying Disclaimer.