Kristall Consulting LLC

Client Services Agreement

This Client Services Agreement ("Agreement") establishes the legally binding terms governing the professional relationship between Kristall Consulting LLC ("Kristall Consulting," "Consultant," "we," "our," or "us") and the individual or entity purchasing or engaging our Services ("Client," "you," or "your").

This Agreement establishes the terms and conditions applicable to all Services provided by Kristall Consulting unless superseded by a separately executed written agreement signed by both Parties.

By purchasing a Service, scheduling an appointment, submitting payment, or otherwise engaging Kristall Consulting, the Client acknowledges that they have had the opportunity to review this Agreement, understand its terms, and agree to be legally bound by it.

Agreement Version: 1.2

Last Updated: July 18, 2026

Professional Preamble

Kristall Consulting LLC believes that successful consulting engagements are built on transparency, professionalism, accountability, and mutual respect. This Client Services Agreement ("Agreement") establishes the rights, responsibilities, and expectations governing the professional relationship between Kristall Consulting LLC and its Clients.

The purpose of this Agreement is to clearly define the terms under which Services are provided, reduce misunderstandings, establish consistent expectations, and protect the legitimate interests of both Parties throughout the engagement. By establishing these expectations before Services begin, both Parties can focus on collaboration, informed decision making, and achieving the objectives of the engagement.

Nothing contained in this Agreement is intended to create an employment relationship, partnership, joint venture, or agency relationship between the Parties. Kristall Consulting provides Services as an independent contractor and exercises independent professional judgment in performing those Services.

This Agreement is intended to be interpreted fairly, reasonably, and in accordance with the laws of the State of Maryland.

ARTICLE I. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

Agreement means this Client Services Agreement, including any amendments, exhibits, schedules, statements of work, proposals, invoices, or other documents expressly incorporated by reference.

Business Day means any day other than a Saturday, Sunday, or federal holiday observed in the United States.

Client means the individual, business, organization, or other legal entity purchasing or engaging Services from Kristall Consulting.

Confidential Information means any nonpublic information disclosed by either Party in connection with the Services, whether written, electronic, visual, or oral, including but not limited to business strategies, financial information, customer information, marketing plans, proprietary processes, trade secrets, passwords, login credentials, analytics, research, and other information reasonably understood to be confidential. Confidential Information does not include information that:(a) is or becomes publicly available through no wrongful act of the receiving Party;(b) was lawfully known by the receiving Party before disclosure;(c) is lawfully received from a third party without restriction; or(d) is independently developed without use of the other Party's Confidential Information.

Deliverables means the final work product specifically identified in the applicable Service description, proposal, statement of work, invoice, or other written agreement, and provided to the Client upon completion of the Services.

Effective Date means the date this Agreement becomes legally binding through the Client's acceptance as provided in Article II.

Initial Term means the initial twelve (12) month period applicable to recurring Services as described in Article VI.

Intellectual Property means all copyrights, trademarks, service marks, trade dress, trade secrets, patents, know-how, methodologies, frameworks, templates, systems, processes, designs, documentation, software, written materials, and other proprietary rights, whether registered or unregistered.

Material Breach means a substantial failure by either Party to perform or comply with a material obligation under this Agreement that defeats or significantly impairs the purpose of the Agreement. Examples include, but are not limited to, failure to make required payments, unauthorized disclosure of Confidential Information, material misrepresentation, repeated failure to cooperate, unlawful conduct relating to the Services, or any other violation that substantially interferes with the performance of this Agreement.

Party means either the Client or Kristall Consulting individually, and Parties means both collectively.

Project means the specific engagement, Service, or body of work agreed upon between the Parties.

Services means any consulting, advisory, analytical, strategic, branding, marketing, reporting, auditing, dashboard development, training, or other professional services provided by Kristall Consulting, whether offered now or in the future.

Statement of Work or SOW means any written document describing the scope of Services, Deliverables, pricing, timelines, or project specific requirements that is expressly incorporated into this Agreement.

Writing or Written means communication transmitted by email or contained within a document, proposal, invoice, Statement of Work, electronic record, or other communication maintained in a reasonably reproducible form. Where this Agreement requires the acceptance, approval, consent, acknowledgment, or agreement of one or both Parties, such acceptance shall occur only in the manner expressly required by the applicable provision of this Agreement. Telephone conversations, voicemail messages, text messages, social media messages, and other informal communications shall not constitute Written notice unless expressly stated otherwise in this Agreement.

ARTICLE II. ACCEPTANCE OF AGREEMENT

2.1 Acceptance

This Agreement becomes effective and legally binding upon the earliest occurrence of any of the following:

(a) the Client purchases any Service offered by Kristall Consulting;

(b) the Client schedules a consultation, appointment, or other Service with Kristall Consulting;

(c) the Client submits payment, whether in full or in part, for any Service;

(d) the Client electronically accepts this Agreement through the Kristall Consulting website or any other electronic platform designated by Kristall Consulting;

(e) the Client signs a proposal, Statement of Work, invoice, or other document expressly incorporating this Agreement by reference; or

(f) the Client otherwise instructs Kristall Consulting to begin performing Services.

The occurrence of any one of the foregoing events constitutes the Client's acceptance of this Agreement.

2.2 Opportunity to Review

The Client acknowledges that they have been provided a reasonable opportunity to review this Agreement before accepting it and have had the opportunity to seek independent legal, financial, or other professional advice if desired.

The Client further acknowledges that acceptance of this Agreement is voluntary and is not made under duress or coercion.

2.3 Electronic Acceptance

The Client agrees that electronic acceptance of this Agreement, including acceptance through a website checkbox, electronic signature, online purchase, scheduling platform, payment submission, email confirmation, or other electronic method approved by Kristall Consulting, shall have the same legal force and effect as a handwritten signature to the fullest extent permitted by applicable law.

The Client further agrees that electronic records maintained by Kristall Consulting may be relied upon as evidence of acceptance of this Agreement.

2.4 Authority

If the Client is entering into this Agreement on behalf of a business, organization, or other legal entity, the individual accepting this Agreement represents and warrants that they have the legal authority to bind that entity to this Agreement.

If the individual accepting this Agreement lacks such authority, that individual may be held personally responsible for obligations arising from their acceptance to the extent permitted by applicable law.

2.5 Continuing Acceptance

The Client's continued request for, use of, participation in, or acceptance of Services after the Effective Date constitutes ongoing acknowledgment of and agreement to this Agreement, including any documents expressly incorporated by reference.

ARTICLE III. SCOPE OF SERVICES

The Services provided by Kristall Consulting are professional consulting and advisory services designed to assist Clients in making informed business decisions through strategy, analytics, branding, marketing, operations, and related professional expertise.

Services may include, but are not limited to, consultations, strategic planning, marketing intelligence audits, data analysis, dashboard development, branding, marketing strategy, business operations consulting, reporting, training, ongoing advisory services, and any other professional services offered by Kristall Consulting now or in the future.

The specific Services, Deliverables, pricing, timelines, and project requirements for each engagement shall be identified in the applicable Service description, Statement of Work, proposal, invoice, or other Written agreement between the Parties. Unless expressly stated in Writing, no Service includes work outside the agreed scope. In the event of a conflict between this Agreement and a Statement of Work or other Written agreement executed by both Parties, the Statement of Work or Written agreement shall control only with respect to the specific Services identified therein.

Kristall Consulting shall retain sole discretion over the professional methods, processes, analytical approaches, technologies, tools, workflows, and resources used in performing the Services. The Client acknowledges that Kristall Consulting has been engaged because of its professional knowledge, experience, and judgment.

The Client may communicate business objectives, priorities, preferences, and desired outcomes; however, the Client shall not direct, control, or dictate the professional manner in which the Services are performed. Requests that require Kristall Consulting to depart from its professional standards, established methodologies, or reasonable business practices may be declined at Kristall Consulting's sole discretion.

Kristall Consulting reserves the right to decline, suspend, or refuse any inquiry, consultation, purchase, or Project before or after acceptance of an engagement where permitted by this Agreement or applicable law. Reasons may include, but are not limited to, conflicts of interest, capacity limitations, safety concerns, suspected fraud, unethical or unlawful requests, nonpayment, abusive or inappropriate conduct, or a determination that the requested Services are not an appropriate fit for Kristall Consulting's expertise or business objectives.

No statement, representation, proposal, marketing material, website content, social media content, estimate, or other communication shall be interpreted as creating an obligation for Kristall Consulting to provide any Service unless the Parties have entered into an engagement in accordance with this Agreement.

Nothing in this Agreement obligates the Client to purchase future Services or obligates Kristall Consulting to accept future engagements beyond the Services expressly agreed upon by the Parties.

ARTICLE IV. PRICING, ESTIMATES, AND PAYMENT TERMS

The Client agrees to pay all fees associated with the Services in accordance with this Agreement and any applicable Statement of Work, proposal, invoice, or other Written agreement.

Unless expressly stated otherwise in Writing, all prices published by Kristall Consulting are quoted in United States Dollars (USD) and represent the minimum investment for the applicable Service. Prices identified as "starting at," "starting from," or similar language are estimates only and do not constitute a guaranteed total project price.

The final investment for any Service may vary based on factors including, but not limited to, the scope of work, project complexity, requested Deliverables, required research, revisions, additional Services requested by the Client, or other circumstances affecting the time and resources necessary to complete the engagement. No increase in pricing shall be applied without the Client's prior Written approval.

Unless otherwise stated in Writing, invoices are due within fifteen (15) calendar days from the invoice date ("Net 15"). Payment shall be made using a payment method approved by Kristall Consulting. Payment shall be deemed received only when the funds have been successfully processed and made available to Kristall Consulting.

Failure to remit payment by the invoice due date shall constitute a late payment. If payment is not received within five (5) calendar days after the due date, Kristall Consulting may assess a one-time late fee of Fifty Dollars ($50.00). Any unpaid balance shall thereafter accrue interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, until paid in full.

Kristall Consulting reserves the right to suspend all Services, Deliverables, meetings, consultations, access to work product, and project activity until all outstanding balances, late fees, and accrued interest have been paid in full. Any suspension of Services resulting from nonpayment shall not relieve the Client of its payment obligations or extend any payment deadlines established under this Agreement.

The Client shall remain responsible for all fees incurred prior to any suspension or termination of Services. Failure to make timely payment may result in termination of the engagement in accordance with this Agreement.

Except where expressly required by applicable law or otherwise provided in this Agreement, all payments made to Kristall Consulting are nonrefundable.

ARTICLE V. MARKETING INTELLIGENCE AUDIT PAYMENT PLAN

The Marketing Intelligence Audit is a comprehensive professional service offered by Kristall Consulting under a fixed payment plan.

Unless otherwise agreed in Writing, the total investment for the Marketing Intelligence Audit shall be payable as follows:

(a) a nonrefundable deposit of Eight Hundred Dollars ($800.00) due upon execution of the engagement; and

(b) three (3) monthly installment payments consisting of:

(i) Seven Hundred Sixteen Dollars and Sixty Six Cents ($716.66);

(ii) Seven Hundred Sixteen Dollars and Sixty Six Cents ($716.66); and

(iii) Seven Hundred Sixteen Dollars and Sixty Eight Cents ($716.68).

The initial deposit secures the Client's project, reserves Kristall Consulting's time, and authorizes work to begin. No work shall commence until the required deposit has been received.

Installment payments shall be invoiced monthly unless otherwise agreed in Writing and shall remain subject to the payment terms set forth in Article IV.

Failure to make any scheduled installment payment when due shall constitute a material breach of this Agreement. Kristall Consulting reserves the right to suspend all work until the outstanding balance has been paid in full. Project timelines shall be adjusted to reflect any suspension resulting from nonpayment.

The Client's obligation to pay the full agreed investment for the Marketing Intelligence Audit shall not be affected by the Client's decision to discontinue participation, delay the Project, fail to provide requested information, or otherwise elect not to utilize the Services after work has commenced, except where otherwise required by applicable law.

ARTICLE VI. ONGOING SERVICES AND AUTOMATIC RENEWAL

Recurring Services provided by Kristall Consulting, including but not limited to ongoing consulting, monthly reporting, dashboard maintenance, advisory services, and other subscription or retainer based engagements, shall have an initial term of twelve (12) consecutive months unless otherwise agreed in Writing.

Upon completion of the Initial Term, the engagement shall automatically renew on a month to month basis unless either Party provides at least thirty (30) calendar days' Written notice of its intent to terminate.

The Client may not terminate a recurring engagement during the Initial Term except by mutual Written agreement of the Parties or as otherwise expressly permitted under this Agreement.

Any notice of termination under this Article shall be provided in Writing in accordance with this Agreement and shall specify the intended effective date of termination.

If the Client elects to terminate a recurring engagement before completion of the Initial Term without a material breach of this Agreement by Kristall Consulting, the Client shall remain responsible for fifty percent (50%) of the fees that would have become due during the remainder of the Initial Term. The Parties acknowledge that this provision represents a reasonable allocation of risk and compensation for the time, resources, planning, and business capacity reserved by Kristall Consulting in reliance upon the Client's commitment, and is not intended as a penalty.

Termination shall not relieve the Client of responsibility for payment of Services performed, Deliverables completed, or any other financial obligations incurred prior to the effective date of termination.

Any modification to the scope of Services, Deliverables, pricing, or engagement structure shall require the mutual Written agreement of both Parties.

Termination or expiration of a recurring Service shall not affect the continuing enforceability of any provisions of this Agreement that, by their nature, are intended to survive termination, including but not limited to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and other applicable provisions.

ARTICLE VII. SCHEDULING, RESCHEDULING, AND SESSION EXPIRATION

Consultations, strategy sessions, and other scheduled appointments shall be conducted on the date and time confirmed by Kristall Consulting and the Client.

The Client may reschedule a scheduled appointment by providing at least forty-eight (48) hours' Written notice prior to the scheduled appointment time. Each purchased appointment includes one (1) complimentary reschedule. Additional reschedule requests, or requests made with less than forty eight (48) hours' notice, may be denied or treated as a cancellation at the sole discretion of Kristall Consulting.

If the Client fails to attend a scheduled appointment without providing the required notice, the appointment shall be deemed a no show and shall be forfeited without refund or credit.

If the Client arrives more than fifteen (15) minutes after the scheduled appointment time, Kristall Consulting may, at its sole discretion, reschedule the appointment. Any such reschedule shall count toward the Client's one (1) complimentary reschedule.

If Kristall Consulting is unable to conduct a scheduled appointment due to illness, emergency, or circumstances beyond its reasonable control, Kristall Consulting shall make reasonable efforts to reschedule the appointment at the earliest mutually convenient date and time. Such rescheduling shall not count against the Client's complimentary reschedule.

Unless otherwise expressly stated in Writing, consultations, strategy sessions, and other prepaid appointments expire twelve (12) months after the original date of purchase. Any unused appointments remaining after the expiration date shall be deemed forfeited without refund or credit.

Nothing in this Article limits Kristall Consulting's right to suspend, reschedule, or terminate Services as otherwise permitted under this Agreement.

ARTICLE VIII. CLIENT RESPONSIBILITIES

The Client agrees to cooperate with Kristall Consulting in a timely, professional, and good faith manner throughout the engagement.

The Client shall provide complete, accurate, and timely information, records, files, account access, credentials, approvals, feedback, and other materials reasonably requested by Kristall Consulting to perform the Services. Kristall Consulting shall not be responsible for delays, deficiencies, or inaccuracies resulting from incomplete, inaccurate, outdated, or untimely information provided by the Client.

The Client is solely responsible for ensuring that it has the legal right to provide all information, content, data, materials, intellectual property, and account access made available to Kristall Consulting. The Client represents and warrants that providing such materials does not violate any law, contract, intellectual property right, confidentiality obligation, or the rights of any third party.

The Client shall review Deliverables and provide requested approvals, decisions, or feedback within a reasonable period following delivery. Delays in responding may result in corresponding adjustments to project timelines and delivery dates.

If the Client fails to provide information, approvals, access, or other required cooperation for thirty (30) consecutive calendar days, Kristall Consulting may place the Project on hold. During any period in which the Project is on hold due to Client inactivity, Kristall Consulting shall have no obligation to continue work until the Client has provided the requested cooperation.

Projects remaining inactive for more than thirty (30) consecutive calendar days may be terminated by Kristall Consulting in accordance with this Agreement. Such termination shall not relieve the Client of any payment obligations arising before the effective date of termination.

The Client acknowledges that the quality, accuracy, and effectiveness of the Services depend upon timely communication, complete information, and active participation throughout the engagement.

ARTICLE IX. PROJECT TIMELINES, DELAYS, AND CLIENT INACTIVITY

Project timelines provided by Kristall Consulting are estimates only unless expressly identified in Writing as fixed deadlines. Estimated timelines are based upon the information available at the time the engagement begins and are subject to change as the Project progresses.

Kristall Consulting shall make reasonable efforts to complete the Services within the estimated timeframe; however, the Client acknowledges that timely completion depends upon factors including, but not limited to, the Client's responsiveness, timely approvals, availability of required information, third party platforms, software availability, and circumstances beyond the reasonable control of either Party.

Any delay caused by the Client, including delayed communication, failure to provide requested information, delayed approvals, or failure to fulfill the Client's responsibilities under this Agreement, shall automatically extend the applicable Project timeline by a period reasonably necessary for Kristall Consulting to resume the Services.

Kristall Consulting shall not be responsible for delays resulting from acts or omissions of the Client, third party service providers, software providers, internet outages, platform interruptions, governmental actions, natural disasters, illness, emergencies, or any other circumstance beyond its reasonable control.

If Project timelines require adjustment, Kristall Consulting shall notify the Client as reasonably practicable. Revised timelines shall replace any previously estimated completion dates.

No delay in the performance of the Services shall constitute a breach of this Agreement where such delay results from circumstances permitted under this Article.

ARTICLE X. REVISIONS AND SCOPE CHANGES

Reasonable revisions directly related to the original scope of the Services are included unless otherwise stated in Writing.

A revision means a modification to a Deliverable that is consistent with the originally agreed objectives, scope, and Deliverables of the Project. Revisions do not include requests that introduce new objectives, additional Deliverables, expanded analysis, additional platforms, additional research, new functionality, or other work outside the original scope of the engagement.

Kristall Consulting shall determine, in its reasonable professional judgment, whether a Client request constitutes a revision or a change in scope.

Any request that exceeds the original scope of the engagement may require a revised proposal, Statement of Work, project timeline, and additional fees. Kristall Consulting shall have no obligation to perform work outside the agreed scope unless both Parties have provided Written approval.

The Client acknowledges that revisions may affect project timelines. Any extension of the Project resulting from requested revisions or approved changes in scope shall constitute a permissible adjustment to the Project schedule.

Requests for revisions shall not modify any other provision of this Agreement unless expressly agreed to in Writing by both Parties.

ARTICLE XI. DELIVERABLES AND ACCEPTANCE OF WORK

Deliverables shall be deemed complete upon delivery by Kristall Consulting in the manner agreed upon for the applicable Service.

The Client shall review all Deliverables promptly upon receipt and notify Kristall Consulting in Writing of any specific concerns, deficiencies, or requested revisions related to the agreed scope of the Services.

Unless the Client provides Written notice identifying such concerns within fourteen (14) calendar days after the Deliverables have been transmitted to the Client using the agreed method of delivery, the Deliverables shall be deemed accepted. The Client's inability or failure to access, download, review, or otherwise retrieve properly transmitted Deliverables shall not delay or extend the acceptance period unless caused by an error attributable to Kristall Consulting.

Acceptance of Deliverables does not waive the Client's rights under any provision of this Agreement but confirms that the Deliverables substantially satisfy the agreed scope of the engagement.

Following acceptance, any additional work requested by the Client shall be considered a new Service or change in scope and may require a separate proposal, Statement of Work, revised timeline, and additional fees.

Kristall Consulting shall not be responsible for errors, deficiencies, or changes resulting from modifications made by the Client or any third party after the Deliverables have been accepted or delivered.

The Client is solely responsible for implementing any recommendations, strategies, analyses, or other Deliverables provided by Kristall Consulting unless implementation Services have been separately agreed to in Writing.

ARTICLE XII. OWNERSHIP OF DELIVERABLES AND INTELLECTUAL PROPERTY

The Client shall own the final Deliverables specifically created for the Client upon receipt of full payment for all amounts due under the applicable engagement.

For the avoidance of doubt, Deliverables prepared for the Client may incorporate Kristall Consulting's pre-existing Intellectual Property, templates, methodologies, frameworks, systems, workflows, dashboards, reporting structures, processes, analytical models, or other proprietary materials. The inclusion of such materials within a Deliverable shall not transfer ownership of Kristall Consulting's Intellectual Property to the Client.

Notwithstanding the foregoing, Kristall Consulting shall retain all right, title, and interest in and to its Intellectual Property, including but not limited to its methodologies, frameworks, templates, processes, systems, workflows, analytical models, techniques, tools, documentation, training materials, proprietary forms, software, reusable dashboards, reporting structures, and any modifications, enhancements, or improvements thereto, whether developed before, during, or after the engagement.

Nothing in this Agreement shall be interpreted as transferring ownership of Kristall Consulting's Intellectual Property to the Client. The Client receives ownership only of the final Deliverables specifically prepared for the Client and only upon payment in full.

The Client shall not reproduce, distribute, sell, license, publish, modify for resale, reverse engineer, extract, create derivative works from, or otherwise commercially exploit Kristall Consulting's Intellectual Property except as expressly authorized in Writing.

Kristall Consulting reserves the unrestricted right to reuse, modify, expand, improve, and further develop its Intellectual Property, including its methodologies, frameworks, templates, workflows, dashboard structures, reporting systems, analytical models, and general consulting processes in future engagements, provided that no Client Confidential Information is disclosed or incorporated into another Client's Deliverables.

Nothing in this Agreement prohibits Kristall Consulting from providing similar or identical Services to other Clients, provided that Kristall Consulting does not disclose or use any Client's Confidential Information or business-specific Deliverables in performing Services for another Client.

ARTICLE XIII. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and to use such information solely for purposes of performing or receiving the Services under this Agreement.

Neither Party shall disclose, publish, distribute, or otherwise make available the other Party's Confidential Information to any third party without the prior Written consent of the disclosing Party, except as required by law or as otherwise permitted under this Agreement.

Each Party shall exercise reasonable care to protect the Confidential Information of the other Party using measures no less protective than those used to safeguard its own confidential information of a similar nature.

Kristall Consulting may use third party software, cloud based platforms, artificial intelligence tools, and other service providers in the ordinary course of business to assist in performing the Services. Kristall Consulting shall take reasonable steps to utilize reputable providers and maintain appropriate safeguards but cannot guarantee the absolute security of electronic communications or digital storage systems.

The confidentiality obligations contained in this Article shall not apply to information that:

(a) is publicly available through no fault of the receiving Party;

(b) was lawfully known by the receiving Party before disclosure;

(c) is lawfully obtained from a third party without restriction; or

(d) is independently developed without use of the other Party's Confidential Information.

The obligations set forth in this Article shall survive the termination or expiration of this Agreement and remain in effect until the applicable Confidential Information no longer qualifies as Confidential Information under this Agreement or applicable law.

ARTICLE XIV. PORTFOLIO RIGHTS

Kristall Consulting reserves the right to display completed work in its portfolio, website, marketing materials, presentations, proposals, social media, and other promotional materials for the purpose of demonstrating its professional experience and capabilities.

Portfolio materials may include, where appropriate, branding, logos, visual designs, marketing materials, websites, excerpts of Deliverables, generalized project descriptions, before and after comparisons, or other nonconfidential work created during the engagement.

Kristall Consulting shall not disclose the Client's Confidential Information, proprietary business information, financial information, customer information, passwords, account credentials, trade secrets, or other information protected under this Agreement without the Client's prior Written consent or as otherwise permitted by this Agreement.

The Client may request reasonable confidentiality restrictions before the commencement of the engagement. Such requests shall be submitted in Writing and shall identify the specific information or Deliverables requested to remain confidential together with the legitimate business reason supporting the request. Legitimate business reasons may include, but are not limited to, product or business launches, legal or regulatory obligations, safety or security concerns, trade secrets, or circumstances where public disclosure would reasonably create a substantial competitive disadvantage.

Requests based solely upon a general preference that Kristall Consulting not display its professional work may be declined.

If the Parties approve a confidentiality restriction, the agreement shall be documented in Writing and shall identify the information subject to restriction, the duration of the restriction, and any event or date upon which Kristall Consulting may publicly display the work.

Nothing in this Article prohibits Kristall Consulting from generally describing the nature of the Services performed, the industry served, the professional experience gained, or other nonconfidential aspects of an engagement that do not identify or disclose the Client's Confidential Information.

ARTICLE XV. ARTIFICIAL INTELLIGENCE AND TECHNOLOGY

Kristall Consulting may utilize artificial intelligence ("AI") tools, software, automation, and other technology to assist in performing certain aspects of the Services, including but not limited to research, brainstorming, drafting, data analysis, workflow automation, and administrative efficiency.

The Client acknowledges that AI and other technology are professional tools used to support the Services and do not replace the independent judgment, analysis, expertise, or decision making of Kristall Consulting.

All Deliverables provided to the Client shall be subject to Kristall Consulting's professional review, refinement, validation, and approval before delivery. Kristall Consulting remains solely responsible for the quality, accuracy, and professional judgment reflected in the Deliverables.

Kristall Consulting shall exercise reasonable care when selecting and using AI tools and other technology in the performance of the Services. Where appropriate, commercially reasonable efforts shall be made to avoid submitting Confidential Information to AI platforms that retain, train upon, or publicly disclose user-submitted information.

The Client acknowledges that the use of technology and AI is intended to improve efficiency, consistency, and the quality of the Services and shall not, by itself, constitute a breach of this Agreement or diminish the value of the Services provided.

ARTICLE XVI. INDEPENDENT CONTRACTOR RELATIONSHIP

Kristall Consulting performs all Services as an independent contractor. Nothing contained in this Agreement shall be construed to create or imply any partnership, joint venture, agency, fiduciary relationship, employment relationship, or other legal relationship between the Parties other than that of independent contracting parties.

Neither Party shall have the authority to bind, obligate, or otherwise act on behalf of the other Party except as expressly authorized in Writing.

The Client acknowledges that Kristall Consulting retains sole control over the manner, means, methods, scheduling, personnel, technology, tools, equipment, and professional judgment used in performing the Services, subject only to the obligations expressly set forth in this Agreement.

Nothing in this Agreement shall be interpreted as granting the Client the authority to supervise, direct, or control the day-to-day performance of the Services beyond defining the desired business objectives, Deliverables, and scope of the engagement.

ARTICLE XVII. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER OF RESULTS

Kristall Consulting represents that the Services will be performed in a professional, competent, and workmanlike manner consistent with generally accepted consulting practices.

Except as expressly stated in this Agreement, Kristall Consulting makes no guarantee, representation, or warranty regarding any specific business, financial, operational, marketing, legal, tax, regulatory, or commercial outcome resulting from the Services.

The Client acknowledges that business performance depends upon numerous factors beyond the control of Kristall Consulting, including but not limited to market conditions, competition, economic conditions, implementation decisions, customer behavior, third party platforms, regulatory changes, and the accuracy and completeness of information provided by the Client.

Recommendations, analyses, strategies, forecasts, opinions, projections, and other Deliverables are based upon the information reasonably available at the time the Services are performed and reflect Kristall Consulting's professional judgment. Such Deliverables should not be interpreted as guarantees of future performance or results.

Except as expressly provided in this Agreement, all Services are provided "as is," and Kristall Consulting disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or noninfringement, to the fullest extent permitted by applicable law.

Nothing in this Agreement shall be interpreted as providing legal, accounting, tax, financial, investment, or other licensed professional advice unless expressly agreed in Writing and provided by a person legally authorized to provide such advice.

ARTICLE XVIII. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Kristall Consulting's total cumulative liability arising out of or relating to this Agreement or the Services shall not exceed the total amount actually paid by the Client to Kristall Consulting under the applicable engagement giving rise to the claim.

In no event shall Kristall Consulting be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including but not limited to lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of anticipated savings, business interruption, or loss of data, regardless of the legal theory asserted and even if Kristall Consulting has been advised of the possibility of such damages.

Kristall Consulting shall not be liable for any damages, losses, or claims resulting from the Client's implementation, modification, misuse, or failure to implement any recommendation, Deliverable, analysis, strategy, or other professional advice provided during the engagement.

Nothing contained in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.

ARTICLE XIX. INDEMNIFICATION

The Client shall indemnify and hold harmless Kristall Consulting LLC, its owner, officers, employees, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

(a) the Client's breach of this Agreement;

(b) the Client's negligence, misconduct, unlawful acts, or willful misconduct;

(c) the Client's use, implementation, or misuse of the Deliverables after acceptance;

(d) any information, materials, data, content, intellectual property, or account access provided by the Client that infringes upon the rights of a third party or violates any applicable law; or

(e) any claim arising from the Client's business operations that is unrelated to Kristall Consulting's breach of this Agreement.

The Client's obligation to indemnify under this Article shall apply only to the extent that the applicable claim, loss, or liability does not arise from Kristall Consulting's own gross negligence, willful misconduct, or material breach of this Agreement.

The obligations contained in this Article shall survive the termination or expiration of this Agreement.

ARTICLE XX. SUSPENSION, REFUSAL, AND TERMINATION OF SERVICES

Kristall Consulting reserves the right to suspend, refuse, or terminate any Service or engagement in accordance with this Agreement and applicable law.

Without limiting the foregoing, Kristall Consulting may suspend, refuse, or terminate Services if the Client:

(a) materially breaches this Agreement;

(b) fails to make timely payment;

(c) fails to provide information, approvals, access, or other cooperation necessary to perform the Services;

(d) engages in abusive, threatening, discriminatory, harassing, or otherwise inappropriate conduct;

(e) requests Services that Kristall Consulting reasonably believes are unlawful, fraudulent, unethical, or inconsistent with its professional standards;

(f) provides materially false, misleading, or incomplete information; or

(g) otherwise prevents Kristall Consulting from reasonably performing the Services.

Where reasonably practicable, Kristall Consulting shall provide Written notice of the suspension or termination and, where appropriate, an opportunity to cure the underlying issue before terminating the engagement. Nothing in this paragraph shall require Kristall Consulting to continue an engagement where immediate termination is reasonably necessary to protect its legal rights, safety, reputation, or business interests.

Termination of the engagement shall not relieve the Client of any payment obligation, confidentiality obligation, intellectual property restriction, indemnification obligation, or any other provision of this Agreement that survives termination.

Kristall Consulting's decision to suspend, refuse, or terminate Services under this Article shall not constitute a breach of this Agreement.

ARTICLE XXI. PAYMENT DISPUTES, CHARGEBACKS, AND COLLECTIONS

The Client agrees to promptly notify Kristall Consulting of any billing concern or payment dispute and to make a good faith effort to resolve the matter before initiating a chargeback, payment reversal, or similar dispute through a financial institution or payment processor.

The initiation of a chargeback, payment reversal, or other payment dispute shall not, by itself, relieve the Client of its contractual payment obligations under this Agreement.

In the event of a payment dispute, Kristall Consulting reserves the right to suspend all Services, Deliverables, consultations, meetings, account access, and Project activity until the dispute has been resolved.

The Client authorizes Kristall Consulting to provide this Agreement, invoices, communications, records of Services performed, Deliverables, payment history, and any other reasonably relevant documentation to the applicable financial institution, payment processor, mediator, court, or other dispute resolution authority in defense of any payment dispute.

If it is determined through mediation, litigation, or other lawful dispute resolution process that the Client initiated a payment dispute without a valid legal basis or otherwise breached this Agreement, the Client shall remain responsible for the outstanding balance together with any applicable late fees, interest, reasonable collection costs, mediation costs, court costs, and reasonable attorneys' fees to the fullest extent permitted by applicable law.

ARTICLE XXII. DISPUTE RESOLUTION

Before initiating litigation arising out of or relating to this Agreement, the Parties agree to first attempt in good faith confidential mediation conducted in the State of Maryland.

If mediation does not resolve the dispute, either Party may pursue any remedy available under applicable law in a state or federal court of competent jurisdiction located within the State of Maryland. The Parties consent to the personal jurisdiction of such courts and waive any objection based upon improper venue or inconvenient forum to the fullest extent permitted by applicable law.

The prevailing Party in any mediation, litigation, or other legal proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, mediation costs, court costs, collection costs, expert witness fees, and other reasonable expenses incurred in enforcing its rights under this Agreement, to the fullest extent permitted by applicable law.

Nothing contained in this Article shall prevent either Party from seeking temporary, preliminary, or emergency equitable relief where immediate action is reasonably necessary to protect Confidential Information, Intellectual Property, or other legal rights pending final resolution of the dispute.

ARTICLE XXIII. GENERAL PROVISIONS

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

No amendment, modification, waiver, or supplement to this Agreement shall be effective unless made in Writing and accepted by both Parties.

This Agreement, together with any applicable Statement of Work, proposal, invoice, or other Written agreement expressly incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, negotiations, understandings, representations, or agreements relating to the Services.

No verbal statement, telephone conversation, text message, social media message, direct message, or other informal communication shall modify, amend, waive, or supplement this Agreement unless expressly confirmed in Writing by both Parties.

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior Written consent of the other Party, except that Kristall Consulting may assign this Agreement in connection with a merger, acquisition, sale of substantially all business assets, or other lawful business reorganization.

Neither Party shall be liable for delays or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather, fire, war, terrorism, labor disputes, governmental actions, public health emergencies, internet outages, utility failures, cyberattacks, or failures of third party service providers. The affected Party shall resume performance as soon as reasonably practicable after the event has ended.

The section headings contained in this Agreement are provided solely for convenience and shall not affect the interpretation of any provision.

Any provision of this Agreement that by its nature is intended to survive termination or expiration shall remain in full force and effect, including but not limited to provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and any other provision necessary to give effect to the Parties' rights and obligations following termination.

This Agreement may be accepted electronically. The Parties agree that any electronic signature, electronic acceptance, website acknowledgment, electronic payment, or other legally recognized form of electronic acceptance shall have the same legal force and effect as an original handwritten signature to the fullest extent permitted by applicable law.

CONTACT INFORMATION

Questions regarding this Agreement or the Services provided by Kristall Consulting may be directed to:

Kristall Consulting LLC

Email: robin@kristallconsulting.com

Website: https://www.kristallconsulting.com

Business Hours: Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding federal holidays.

Kristall Consulting may update its contact information from time to time. The most current contact information shall be published on its official website.