Consulting Contract

---

GRANT GROUP CONSULTING

TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) are a binding agreement between you (“Client”, “you”) and Grant Group Consulting LLC (“Company”). This Agreement governs your use of the Grant Group Consulting website https://grantgroupconsulting.com (the “Site”) and the government benefit consulting services requested by you via the Site (the “Services”).

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL REQUIRE CLIENT TO SUBMIT ANY CLAIMS CLIENT MAY HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION. IN ADDITION, UNDER THE ARBITRATION PROVISION, (A) CLIENT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) CLIENT WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. BY ENTERING THIS AGREEMENT, CLIENT EXPRESSLY ACKNOWLEDGES THAT CLIENT HAS READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SECTIONS REGARDING ARBITRATION.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to submit any information through the Site or to otherwise use the Services.

1. Services. Company will provide the Services to Client, subject to the terms and conditions of this Agreement. By requesting the Services, you represent and warrant that you understand that you are not required to use the Company’s Services to apply for Relief Payments (as defined below) and that you may apply for Relief Payments on your own without the payment of any associated consulting fees.
2. Client Representations and Responsibilities.
   
   
   1. By submitting a form on the Site requesting Services (the “Form”), you represent and warrant that: (i) all information in the Form is either your own personal information or the information of another person or a business that you have the consent and authority to request the Services on behalf of; (ii) all information in the Form is true and correct; (iii) you are at least eighteen (18) years of age or older and of sound mind; (iv) if you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “Client” and “you” shall refer to such entity; (v) you have been negatively impacted financially by the COVID-19 pandemic; and (vi) if you are an individual, you: (A) are ready and able to work; and (B) were working as an independent contractor (not an employee) at the time the COVID-19 pandemic began impacting you financially. If the information provided in the Form is that of a minor between the ages of 13 and 18 years old (“Teen”), then you further represent and warrant that: (vii) you are the parent or legal guardian of such Teen; (viii) the Teen consents to the use of the Services; and (ix) you agree to accept the terms of this Agreement on behalf of such Teen. If the information provided in the Form is that of person who has been appointed a guardian by a court due to mental incompetency, then you further represent and warrant that: (x) you are the court-appointed guardian of such person or otherwise a legally authorized representative of a person; and (xi) you agree to accept the terms of this Agreement on behalf of such person.
      
      
   2. By requesting the Services, you further authorize the Company to: (i) contact you at the contact information provided in the Form (including but not limited to via email, phone, or SMS); and (ii) apply for government assistance, loans, benefits, or other relief (“Relief Payments”) on behalf of the person or business named in the Form. Client consents to Company’s creation and/or use of Client’s government or other Relief Payments online services (an “Online Portal”) credentials solely for the purpose of providing the Services during the Term. If Client is a resident of New York, Client understands and agrees that for Company to provide the Services, Client must create a NY.gov ID account and provide Company with Client’s credentials.
   3. Client acknowledges and agrees that Company will not be liable for: (i) Client’s failure to provide accurate information in the Form or otherwise to Company’s personnel; (ii) Client’s failure to timely respond to requests for information, review of filings, signatures on documents, or other requests made by Company personnel in the performance of the Services; (iii) the inability of Client to access the Online Portal during the provision of the Services; or (iv) any misrepresentations, acts, or omissions by Client. 
3. Term and Termination. This Agreement shall become effective upon your submission of the Form on the Site, and shall remain in effect until the earlier of (a) Company receiving the full amount of the Fee (as defined below) due to the Company for the Services; and (b) either party providing written notice via email to the other party terminating this Agreement (the “Term”). 
4. Fees. 
   1. As compensation for the Services, Client will pay Company the applicable fee set forth in Exhibit A (the “Fee”) within fifteen (15) days of the date of Company’s invoice for such Fees. Fee invoices will be provided to Client upon completion of the Services. Any Fee payment not made when due shall bear interest at a rate equal to the lesser of: (i) one and three-tenths percent (1.3%), or (ii) the maximum rate allowed by applicable law. Client shall pay to Company its costs of collection on late payments, including but not limited to its attorneys’ fees and costs. Client is responsible for payment of all applicable taxes related to Client’s use of the Services, excluding taxes on Company’s income.
   2. You may pay the Fee through an online payment method (the “Payment Processor”). You understand that the Company does not store your credit card, bank, or other payment information and that all payments are facilitated separately by the Payment Processor. All payments made through the Payment Processor are subject to the terms and conditions of the applicable Payment Processor. You agree that once you pay the Fee, you will not seek to cancel, charge back, or otherwise seek a refund on any basis that is fraudulent, misleading, or untrue.
   3. You agree that you will not terminate this Agreement or withhold information about any Relief Payments the Company assisted you with obtaining for the purpose of avoiding the payment of any Fee due to Company, and that any such purported termination or withholding would be a material breach of this Agreement.
5. License; Ownership. Company hereby grants you a limited, non-exclusive, non-sublicensable, non-transferrable license to access the Site and make personal use of the Services. Company does not grant you the right to download (other than page caching) or modify the Site, or any portion of the Site. You understand that the Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose. Except for the limited license granted in this Section, Company and its licensors retain all ownership and intellectual property rights in and to the Site.
6. Power of Attorney. As a condition of providing the Services, Client must agree to provide Company with a limited power of attorney (“POA”) to allow Company to apply for Relief Payments on behalf of Client. Client must agree to the POA when submitting the Form, however, if requested by Company, Client further agrees to manually execute a notarized and/or witnessed POA in accordance with applicable state laws. Client acknowledges and agrees that: (a) Company may be unable to perform the Services without a properly executed POA; (b) Company’s ability to meet application and filing deadlines in connection with the Services may depend on Company’s possession of a properly executed POA that is received in a timely manner; and (c) Company shall have no liability to Client or any third party for any failure to timely file any applications or paperwork, or to otherwise provide the Services, due to Client’s failure to provide Company with a properly executed POA, including any notarization or witness signatures, as required under applicable law, rule, or regulation.
7. Third Party Content and Services. You acknowledge that the Site and Services may interoperate with third-party sites and services (“Third Party Services”) and that some of the Services provided are dependent on the availability of such Third Party Services. If at any time any Third Party Services cease to provide availability the Company, the Company may cease to provide such features to you without entitling you to refund, credit, or other compensation. You further understand that the Stie may contain, or you may receive from Company, links to other web sites (“Third Party Sites”). You understand and agree that Company is not responsible for, and does not control, Third Party Services or Third Party Sites. You also understand and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Services or Third Party Sites. You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Third Party Services or Third Party Sites.
8. Restrictions.
   1. Client shall not, and shall not permit any third party to, make any use or disclosure of the Site or the Services that is not expressly permitted under this Agreement. Without limiting the foregoing, Client shall not (and shall not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Site; (ii) modify, adapt, translate, or otherwise make derivative use of the Site; (iii) reproduce, resell, distribute, or sublicense the Site or the Services; (iv) make the Site or the Services available on a “service bureau” basis, or otherwise allow any third party to use or access the Site or the Services; (v) remove or modify any proprietary markings or restrictive legends placed on the Site or Services; (vi) use data mining, robots, or similar data gathering and extraction tools; or (vii) introduce into the Site any software, virus, worm, “back door,” Trojan Horse, or similar harmful code.
   2. Client is solely responsible for its use of the Site and Services. Client shall comply with all applicable laws, rules, and regulations governing Client’s use of the Site and Services. Client shall further not use the Site or Services for any purpose that is prohibited by this Agreement or any applicable law, rule, or regulation.
9. Confidentiality.   
   1. With respect to any data or information collected from or about the Client through the Site or in connection with the Services (“Client Data”), the Company agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Client Data it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care; (ii) hold all such Client Data in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Client Data to any third party except as necessary to perform the Services; and (iii) not use such Client Data for any purposes whatsoever other than the performance of the Services, or as otherwise authorized by this Agreement or Client. The Company’s practices with respect to the collection and sharing of your Client Data is further described in the Company’s Privacy Policy.
   2. Notwithstanding Section 9(a) above, the Company may disclose Client Data of the Client to the extent necessary to comply with a court order or applicable law, rule, or regulation. 
10. Feedback. Client may, but is not obligated to, provide suggestions, enhancement requests, recommendations or other feedback to Company (“Feedback”). Client hereby grants Company a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute, and exploit such Feedback, and incorporate Feedback into the Site, Services, and its other services, products, technologies, documentation or other development with no obligation to pay, attribute, license, or to make available to, Client or any third party.
11. Warranties and Disclaimers.
    1. Client understands and agrees that: (i) Company relies on Client to provide accurate and up-to-date information in the Form and to Company personnel in the provision of the Services; (ii) Company does not, and often cannot, verify the accuracy of any Client Data or other information you provide, and Company therefore is not liable for any false or inaccurate information; (iii) Client is responsible for Client’s own accounting and tax filings; (iv) any information provided by Company personnel in the provision of the Services is for informational purposes only, DOES NOT CONSTITUTE THE PROVIDING OF TAX OR LEGAL ADVICE, and is not intended to be a substitute for independent professional tax or legal advice; and (v) Company does not guarantee that Client will be eligible for or receive any Relief Payments. 
    2. COMPANY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE SITE IS PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN ANY OR SUFFICIENT RELIEF PAYMENTS FOR CLIENT, INCLUDING BUT NOT LIMITED TO ANY LOANS, UNEMPLOYMENT BENEFITS, OR OTHER GOVERNMENTAL ASSISTANCE.
12. Indemnification. Client shall indemnify, defend, and hold harmless Company and its affiliates, and each of their managers, members employees, contractors, and agents against any claim, demand, suit or proceeding made or brought by any government agency or any other third party (a “Claimant”) directly or indirectly arising out of or in connection with any claim by such third party arising out of: (a) your use of the Site and Services; (b) your breach of this Agreement, including but not limited to your representations and warranties set forth herein; or (c) your violation of any applicable law, rule, regulation, or other terms related to the Services or any Relief Payments sought hereunder.
13. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY, DIRECTLY OR INDIRECTLY ARISING UNDER THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, INDLUCING BUT NOT LIMITED TO ANY LOSS OF REVENUES OR PROFITS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE TO CLIENT UNDER ANY THEORY OF LIABILITY, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FOR AN AGGREGATE AMOUNT EXCEEDING THE AMOUNT PAID TO COMPANY BY CLIENT FOR THE SERVICES HEREUNDER DURING THE ONE YEAR PERIOD PRIOR TO THE CLAIM ARISING. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY EITHER PARTY RELATED TO THIS AGREEMENT BE INSTITUTED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
14. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Maryland as applied to agreements made, entered into, and performed entirely in Maryland by Maryland residents.  Client agrees that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to intellectual property or unauthorized access to the Site. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS COMPANY AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. CLIENT AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CLIENT AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Client agrees any arbitration shall take place in Frederick County in the State of Maryland and the arbitral decision may be enforced in any court. 
15. Entire Agreement. This Agreement, together with the POA, is the complete and exclusive agreement between Client and Company regarding the specific subject matter of this Agreement and supersedes in its entirety all prior agreements, understandings and communications, oral or written, between the parties hereto regarding the specific subject matter of this Agreement and contains all of the representations made by each party to the other relating to such subject matter hereof.  This Agreement cannot be amended except in writing and signed by both parties. 
16. Assignment.  Client may not assign or transfer this Agreement or any of its rights hereunder (whether by operation of law or otherwise), or delegate any obligations hereunder, without the express written consent of Company. Any assignment or transfer in violation of the foregoing will be null and void from the beginning.  Company may assign this Agreement freely. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    
    
17. Independent Contractor. Company will perform the Services as an independent contractor. Company and Client acknowledge and agree that this Agreement does not create an agency, joint venture, partnership, or franchise relationship between the parties.
18. No Third Party Beneficiary Rights. The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights).
19. Waiver.  No failure or delay by any party to insist upon the strict performance of any term, condition, covenant or agreement of this Agreement, or to exercise any right, power or remedy hereunder or consequent upon a breach hereof shall constitute a waiver of any such term, condition, covenant, agreement, right, power or remedy or of any such breach or preclude such party from exercising any such right, power or remedy at any later time or times.
20. Force Majeure. If either party fails to fulfill its obligations hereunder (excluding payment obligations), when such failure is due to an act of God, or other circumstances beyond such party’s reasonable control, including but not limited to fire, flood, hurricane, tornado, pandemic, epidemic, strike, civil commotion, riot, war (declared and undeclared), revolution, or embargoes, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement, provided however, that in no event shall such time extend for a period of more than sixty (60) days.
21. Notices.  Except for a notice of termination under Section 3 above, all notices, requests or demands hereunder shall be in writing and shall be delivered in person, or by registered or certified mail, return receipt requested, or sent by a nationally recognized overnight delivery service, in each case to Client at the address set forth in the Form and to Company at 2222 W. Grand River Ave Ste A Okemos, MI 48864.  All notices by mail shall be deemed delivered five (5) days after mailing or one (1) day after sending via overnight delivery service in accordance with this Section. Notices of termination under Section 3 must be sent, as to Client, to the Client’s email address provided in the Form and, as to Company, to solutions@grantgroupconsulting.com. Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 21.
22. Survival. The provisions of Sections 2, 4 and 7-24 shall survive termination of this Agreement.
23. Severability.  If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible.  In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent possible.
    
    

Headings.  The Section headings in this Agreement are for purposes of reference only.