Terms & Conditions
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For deposits paid by credit card via Stripe towards a larger project with a separate project agreement, the full Terms and Conditions of the Proposal apply. Specifically:
1. OFFER – ACCEPTANCE: The Proposal or Quotation to which these Terms & Conditions (“Terms”) are attached and/or into which they are incorporated is an offer to perform services by us which supersede and replace all other terms, conditions, and/or requirements, including any terms which appear in, or are attached to, your purchase order, subcontract, or letter/e-mail of authorization, unless such other terms have been specifically accepted by both of us in writing. Acceptance may only be by our mutual written agreement or by payment by you for our services and/or products in accordance with our Proposal, Quote, or Acceptance.
By accessing or using Good Roots’ website, purchasing products or services, or otherwise engaging Good Roots, Inc. (“Good Roots,” “we,” or “us”) to perform consulting, training, or related services (collectively, the “Services”), you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions (“Terms”) and our Privacy Notice, available at https://growgoodroots.com/privacy-policy/. If you do not agree to these Terms or the Privacy Notice, you may not access or use the Services.
Your continued use of the Services constitutes acceptance of these Terms in their current form.
Good Roots may revise or update these Terms from time to time. The most current version will be posted at https://growgoodroots.com/terms-and-conditions/, with the “Last Updated” date appearing at the top of the page. Any such revisions are effective upon posting.
Your continued use of the Services after the posting of updated Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Services immediately. Good Roots may also notify existing clients of material updates by email or other reasonable means, but notice by posting shall be sufficient for enforceability.
The Services are intended only for individuals who are at least eighteen (18) years old and for business entities represented by authorized agents who are at least eighteen (18) years old. By using the Services, you represent and warrant that you meet these eligibility requirements, that you have the capacity to enter into binding contracts, and that, if acting on behalf of a business or other entity, you are authorized to bind that entity to these Terms. Good Roots does not knowingly collect or process personal information from children under thirteen (13) years of age. For more information about data handling, please review our Privacy Notice.
2. ASSIGNMENT: Client may not assign, delegate, or transfer these Terms or any rights or obligations hereunder without Good Roots’ prior written consent. Good Roots may assign its rights and obligations under these Terms, in whole or in part, to any affiliate, successor entity, or purchaser of substantially all of its assets or business operations without Client’s consent.
Kitchen Table Consultants (KTC) and our sister business, Taste Profit Marketing (TPM), are wholly owned subsidiaries of Good Roots, Inc., a registered Delaware Corporation. Good Roots Inc. is owned by the same owners as KTC and TPM. At its discretion, Service Provider (KTC or TPM) may cause the obligations under this Agreement to be fulfilled by its respective corporate parent or wholly-owned subsidiaries (in such case, a “Permitted Assignee”). Upon identification by Service Provider of the Permitted Assignee, Service Provider shall cause the Permitted Assignee to enter into such agreements as may be necessary to bind the Permitted Assignee to this Agreement.
These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
3. TERM OF AGREEMENT – TERMINATION: The Term of any contract, order, authorization, or agreement arising out of the Proposal or Quotation to which these Terms are attached, or into which they are incorporated, shall be as described in such Proposal or Quote, unless otherwise modified by our mutual written agreement, or terminated earlier as provided below:
3.1 Termination for Convenience
Either Party may terminate the contract, order, or other agreement into which these Terms are incorporated for any reason upon forty-five (45) days’ prior written notice, unless otherwise specified in the applicable Proposal or Quotation.
3.2 Termination for Material Change in Scope
Either Party may terminate the agreement upon written notice if there is a material change in the scope of work that substantially alters the nature or intent of the engagement. In such cases, the Parties will work in good faith to wind down services in an orderly manner consistent with the notice period set forth in Section 3.1, unless otherwise specified in the applicable Proposal or Quotation.
3.3 Termination for Breach
Either Party may terminate the agreement upon written notice if the other Party breaches the terms of the agreement and fails to cure such breach within a reasonable period after receiving notice. In the event of a material breach that cannot reasonably be cured, termination may occur immediately.
3.4 Effect of Termination
Upon termination of the Agreement for any reason prior to completion of the Term, Good Roots shall be entitled to payment for the value of Services performed through the effective date of termination. The value of such Services shall be determined by Good Roots in good faith, based on commercially reasonable measures, which may include, but are not limited to, deliverables completed, project milestones achieved, and percentage of project effort expended.
Any balance due for such Services shall be invoiced by Good Roots and payable within thirty (30) days of the Client’s receipt of the invoice, unless otherwise mutually agreed upon by the Parties at the time of termination.
The Parties will cooperate in good faith to ensure a professional and orderly transition or close-out of services.
4. INFORMATION TO BE SUPPLIED BY YOU TO US: You acknowledge that we will be using and relying on Information (i.e. management discussions, data, material and other information) furnished to us by you and your people. We will need you to make available all the Information we reasonably request. We shall be entitled to rely upon, and shall be fully protected by you in relying upon, any document or statement provided by you or your people to us and upon representations made by your officers and agents to us All Information received by us from you will remain your property and will be treated as confidential unless it is generally available in the public domain or from another source with no obligation of confidentiality.
5. ASSISTANCE TO BE PROVIDED BY YOU TO US: In order to assist us in providing the Services to you, you will provide us with the reasonable use of office facilities, telephone, facsimile, and computer facilities as reasonably necessary.
6. INDEMNIFICATION: You understand and agree that you will indemnify, defend, and hold us harmless, along with our officers, directors, employees, affiliates, independent contractors, and agents, for any and all damages, losses, claims, actions, costs, judgments, liabilities, and expenses, including attorneys’ fees and costs, arising out of or related to any: (i) claim by any third party that Information provided by you infringes a third party’s copyright, trademark, patent, trade secret, or other intellectual property or personal or proprietary rights; (ii) claim by any third party that any Information violates the rights of a third party, are defamatory, or violate any ordinance, law, regulation, or other judicial or administrative action; (iii) claim that we are acting or have acted as a corporate promoter; or (iv) breach by you of any representation or warranty set forth in this Agreement. A third party means any entity other than the parties to this Agreement and their respective directors, officers, employees and agents. We will indemnify, defend, and hold you harmless, along with your officers, directors, employees, affiliates, independent contractors, and agents, for any and all damages, losses, claims, actions, costs, judgments, liabilities, and expenses, including attorneys’ fees and costs, arising out of or related to any: (i) claim by any third party that the services provided by us infringes a third party’s copyright, trademark, patent, trade secret, or other intellectual property or personal or proprietary rights; (ii) claim by any third party that our services violate the rights of a third party, are defamatory, or violate any ordinance, law, regulation, or other judicial or administrative action; or (iii) breach by us of any representation or warranty set forth in this Agreement.
7. STATUS: We and our Advisors/Consultants are independent contractors (i.e. not employees, agents, or representatives) for you and have no power or authority to accept, decline, commit, or speak for you on any legal, operational, systems, and/or personnel matter. All such decisions must be made by you or your managers.
8. MARKETING MATERIALS: You agree that we may identify you as a client in our lists and other marketing materials and may, on a royalty-free basis, use materials that we have created for you and that have already been published on the Internet in public case studies and other marketing materials published by us. You also agree to provide us with a testimonial upon the completion of performance of services. You agree that we may use your testimonial on a royalty-free basis on our website and in other marketing materials.
9. MUTUAL CONFIDENTIALITY: “Confidential Information” shall mean (1) all unpublished technical information (such as tools, models, and technical processes); (2) all artistic or creative information (such as product or marketing design); and (3) all unpublished business and financial information (such as product promotion and business plans, advertising revenues and relationships, marketing data, and projections), which information is disclosed by either party to this agreement during the course of the parties’ relationship or is in writing and is clearly marked as “Confidential.” Confidential Information shall not include such information that (1) was previously known to the recipient as of the time of its disclosure; (2) is or thereafter becomes part of the public domain through a source other than the receiving party; or (3) is subsequently disclosed by a third party not under a confidentiality agreement with the providing party. The parties shall not disclose Confidential Information to anyone other than their employees or independent contractors who have a need to know in connection with the performance of services under this Agreement or who may later perform services on behalf of a party. To the extent that you share files with us through a file sharing program, such as Google Drive or Microsoft OneDrive, you understand and agree that files shared with us may be accessible by our employees or contractors. Each party shall notify its relevant employees and independent contractors of their confidentiality obligations hereunder and shall require them to adhere to the confidentiality provisions of this agreement as a condition of their employment or contractual relationship. We agree that any information identified as “Proprietary” or “Confidential” at the time of disclosure to one another will be treated as such by the one of us who receives such information. It is understood and agreed by you and us that our Proposal, Quote, methods, Terms, and any documents and/or reports prepared by us for you in connection with any engagement to which these Terms apply are not to be used with, circulated, quoted or otherwise referred to in whole or in part, in any other document, or with respect to any other relationship, without our prior express written consent. Information supplied by you to us, as noted in the above paragraph, will be treated by us as proprietary and confidential unless such information is readily available in the public domain in the useful form disclosed.
Good Roots’ collection, use, and disclosure of personal information is subject to its Privacy Notice, available at https://growgoodroots.com/privacy-policy/, as updated from time to time. By continuing to use the Services, you agree to be bound by any updated Privacy Notice then in effect.
10. USE OF ANONYMIZED, AGGREGATED DATA: You agree that we may collect and use financial data that you provide to us in an de-identified, aggregated, and anonymized manner to be used in future projects, studies, and reports (“Anonymized Data”). We warrant and agree that your Anonymized Data will be fully de-identified and anonymized and unattributable to you as the source, cannot be reassembled, and will only be used in this manner to provide industry-specific performance metrics, industry-specific advice, and performance benchmarks.
11. GOVERNING LAW – DISPUTES: If we have to go to court or arbitration, Pennsylvania law, excluding its or any other jurisdiction’s conflict of laws provisions, will apply; but we’re not going to let that happen if at all possible. We agree that the State and/or Federal courts located in Philadelphia or Montgomery County, Pennsylvania, shall have exclusive jurisdiction to hear and determine any claims or disputes between us pertaining to any Agreement that incorporates these Terms & Conditions. We will each bear our own legal costs.
If mutually agreed voluntary arbitration before a single arbitrator is chosen, the arbitrator is not empowered to act or make any award other than based solely on our rights and obligations prior to termination under this Agreement. The arbitrator shall not have been employed or retained or subject to influence by either of us. The arbitrator shall be knowledgeable in the law of the dispute by training or experience and shall determine issues of arbitration and assess actual damages, but may not limit, expand, or otherwise modify the terms of this Agreement except as provided by the Agreement and may not impose punitive damages. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. If voluntary arbitration is chosen, we will share the direct costs of the arbitrator equally.
12. PERFORMANCE: Performance, including but not limited to: completion dates or deliveries, under any Agreement incorporating these Terms may be suspended or delayed by either of us in the event of any Force Majeure occurrence/non-occurrence beyond our reasonable control, including but not limited to : Acts of God, war, terrorism, riot, fire, explosion, accident, flood, sabotage, lack of adequate fuel, power, raw materials, labor, transportation, compliance with governmental requests, laws, regulations, orders or actions, failure of machinery, national defense requirements, labor trouble, strike, lockout or injunction, where any such event makes economically impractical the furnishing of services and/or products. In that event, whichever one of us is affected will be excused without liability for delaying such delivery and/or performance until the abatement of such Force Majeure event.
13. CANCELLATION POLICY: Good Roots has a 24 hours cancellation/rescheduling policy. It is your responsibility to inform your consultant no later than 24 hours prior to your session if you have to reschedule. Sessions scheduled for Mondays (or Tuesdays following a federal holiday Monday) must be cancelled by Friday at 5pm. If you do not attend a scheduled session and/or do not cancel your session with sufficient notice, you will be billed for 50% of the cancelled session time.
14. DISCLAIMERS: All Services, deliverables, materials, and information provided by Good Roots are provided “as is” and without warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness.
Good Roots does not warrant or represent that any deliverables, advice, templates, or materials will achieve specific outcomes, increase revenue, secure funding, or otherwise produce particular results. Client acknowledges that all business and strategic decisions remain Client’s sole responsibility.
To the maximum extent permitted by law, Good Roots shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data, arising out of or in connection with the Services, whether in contract, tort, negligence, strict liability, or otherwise.
In no event shall Good Roots’ aggregate liability to Client for any claim or series of related claims exceed the total amount of fees paid by Client to Good Roots for the Services giving rise to the claim during the six (6) months immediately preceding the event giving rise to liability.
These limitations and disclaimers apply to the fullest extent permitted by applicable law and shall survive the termination or expiration of the Services.
15. LIMITATION OF LIABILITY FOR CORPORATE PROMOTER: All services provided by Good Roots are provided on an “as-is” basis and without warranty of any kind, including, but not limited to, warranties of title, merchantability, accuracy fitness for a particular purpose, and non-infringement. Good Roots will not be held responsible or liable for any claims, damages, disputes, or losses, including, but not limited to, costs and reasonable attorneys’ fees, arising out of or related to (1) the identification and submission of any investment opportunity to you; (2) any due diligence performed in analyzing an investment opportunity submitted to you; (3) the success or failure of any investment opportunity submitted to you; or (4) the actions of any third party. You expressly acknowledge that Good Roots’ liability is limited to the amount that you have paid to Good Roots.
16. EXECUTION OF THE AGREEMENT AND APPLICABILITY TO SUB-CLIENTS: We each represent and warrant that we are duly authorized to execute, deliver and perform the Agreement into which these Terms are incorporated.
If Client engages Good Roots to provide services to Client’s affiliates, members, or program participants (“Sub-Clients”), Client represents and warrants that it has obtained all necessary consents to bind such Sub-Clients to Good Roots’ Terms & Conditions and Privacy Notice, available at https://growgoodroots.com/terms-and-conditions/ and https://growgoodroots.com/privacy-policy/. Client shall be responsible for ensuring Sub-Clients comply with these terms as if they were direct clients of Good Roots.
17. INTELLECTUAL PROPERTY:
A. Good Roots’ IP. All methodologies, processes, tools, templates, training materials, standard operating procedures, software, reports, analyses, and other work product created, developed, or used by Good Roots in connection with the Services (“Good Roots IP”) are and shall remain the exclusive property of Good Roots. Except as expressly agreed in writing, no ownership rights in Good Roots IP are transferred to Client. Good Roots grants Client a limited, non-exclusive, non-transferable license to use deliverables provided by Good Roots solely for Client’s internal business purposes and solely in connection with the Services. Client shall not copy, distribute, modify, sublicense, or create derivative works from Good Roots IP without Good Roots’ prior written consent. Upon termination or completion of Services, Client’s license to use any deliverables automatically terminates unless otherwise expressly agreed in writing.
B. Client Materials. All materials, data, content, information, and other property provided by Client to Good Roots (“Client Materials”) shall remain the sole and exclusive property of Client. Client hereby grants to Good Roots a limited, non-exclusive, non-transferable, royalty-free license to use, reproduce, modify, display, and create derivative works of the Client Materials solely as reasonably necessary for the following purposes:
- the performance and delivery of the Services to Client;
- Good Roots’ internal business, administrative, and quality-assurance purposes related to the Services;
- compliance with applicable legal, regulatory, and recordkeeping obligations; and
- marketing and promotional purposes, including case studies, portfolio examples, and marketing materials, provided that
- such use includes appropriate attribution to Client and does not disclose Client’s Confidential Information, and
- Client may revoke Good Roots’ permission for such marketing use at any time upon written notice to Good Roots.
Upon receipt of a revocation notice, Good Roots shall promptly cease any new marketing use of the Client Materials and shall make commercially reasonable efforts to remove or discontinue existing marketing references in future publications or postings. Such revocation shall not give rise to any claim, refund, or damages against either party and shall not affect Good Roots’ other rights under this Section.
All licenses granted under this Section shall automatically terminate upon completion or termination of the Services, except to the extent necessary for recordkeeping, legal compliance, or continued marketing uses previously authorized and not revoked by Client.
C. Ownership and Transfer of Standard Operating Procedures (SOPs). SOPs, process documentation, and training materials created by Good Roots in the course of performing Services are considered Good Roots IP under Section 17 and remain the exclusive property of Good Roots. These materials are developed to support our delivery of Services and are not intended to serve as cross-training materials for Client or Client’s personnel unless otherwise agreed in writing.
In the event of termination of Services, whether by expiration of the Term, early termination, or otherwise, Client acknowledges that:
- Good Roots is not obligated to provide SOPs, process documentation, or training materials to Client; and
- At Good Roots’ discretion, and subject to availability, Good Roots may provide such materials to Client to facilitate continuity, provided that the provision of materials and related services are separately scoped and compensated at Good Roots’ then-current rates, which may exceed the previously contracted rates.
Nothing in this Agreement shall require Good Roots to create or deliver SOPs, training materials, or related services upon termination of Services. Any transition support, including documentation transfer or training, shall constitute additional services subject to a separate written agreement.
18. USE OF AI TOOLS: Good Roots may use Enterprise-Grade AI-assisted tools to deliver Services and to support related business operations. Enterprise-grade AI tools means paid versions of AI tools under contractual terms that prohibit model training on customer data such as ChatGPT, Gemini, and similar technologies. All AI-assisted outputs are reviewed and approved by Good Roots team members before being shared, but Good Roots does not warrant that such outputs are error-free or fit for a particular purpose. We do not upload confidential client data into public AI platforms (meaning free or consumer-grade versions of artificial intelligence services where information entered may be used for model training or disclosed to third parties), and all client information is handled in accordance with our Privacy Notice.
19. MISCELLANEOUS:
A. Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. The invalid or unenforceable portion shall be deemed modified to the minimum extent necessary to make it valid and enforceable, consistent with the original intent of the parties.
B. Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. Any waiver of a breach or default must be in writing and shall not constitute a waiver of any subsequent breach or default.
C. Force Majeure. Neither party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemics, epidemics, cyber-attacks, government action, strikes or labor disputes, failures of telecommunications or Internet service providers, natural disasters, fire, flood, or other similar events (“Force Majeure Events”). The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance. Performance times shall be extended for a period equal to the duration of the Force Majeure Event.
D. Notices. All notices, requests, consents, claims, demands, and other communications under these Terms shall be in writing and shall be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier; (iii) on the date sent by email with confirmation of transmission, if sent during normal business hours on a business day (or the next business day if sent after hours or on a non-business day); or (iv) on the date received by the intended recipient when sent by certified or registered mail, return receipt requested, postage prepaid. Notices to Good Roots shall be sent to:
Good Roots, Inc.
Attn: Legal Department
2093 Philadelphia Pike #7122
Claymont, DE 19703-2424
Email: [email protected], with a copy to at least one member of the project team assigned to Client at the time of notice.
Notices to Client shall be sent to the email or mailing address most recently provided by Client to Good Roots.
E. Entire Agreement. These Terms, together with the Privacy Notice and any written proposal, statement of work, or separate agreement executed by the parties, constitute the entire agreement between Good Roots and Client regarding the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written. In the event of a conflict between these Terms and any separately executed agreement, the terms of the separately executed agreement shall control.
F. Survival. All provisions of these Terms that by their nature should survive termination or expiration of the Services shall so survive, including but not limited to provisions relating to confidentiality, intellectual property ownership, indemnification, limitation of liability, and governing law.
G. Interpretation. These Terms shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise in favor of or against either party by virtue of authorship. Headings are for convenience only and shall not affect interpretation. References to “including” mean “including without limitation.
Last Updated: December 18th, 2025