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.

2. PERMISSABLE ASSIGNMENT TO PARENT OR WHOLLY-OWNED SUBSIDIARIES. Good Roots, Inc. is a registered Delaware Corporation. At its discretion, Service Provider 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. 

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 changed by our mutual written agreement, or sooner terminated per the provisions which follow:

  1. Either of us may terminate the contract, order, or other agreement into which these Terms are incorporated upon six months prior written notice if there is a Material Difference in the scope of work. A “Material Difference” in the scope of work shall be defined as a change to or modification of the scope of work or strategy regarding grant funding that is so substantial that the terms are essentially and materially different. Upon a Party’s receipt of a notification of termination for a Material Difference, the Parties will continue to perform their respective duties for the remaining six (6) months of the Agreement.
  2. Either Party may terminate the contract, order, or other agreement into which these Terms are incorporated upon one (1) month prior written notice upon a breach of the terms of this Agreement. 
  3. Either Party may terminate the contract, order, or other agreement into which these Terms are incorporated immediately upon a material breach of the terms of this Agreement. 

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, 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.

10. USE OF ANONYMIZED, AGGREGATED DATA: You agree that we may collect and use financial data that you provide to us in a 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.

a. 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-hour 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 canceled by Friday at 5 pm. 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 canceled session time.

14. DISCLAIMERS: Except as specifically warranted in our proposal and/or quotation, all services and/or products are provided only in accordance with applicable specifications contained therein. We make no other warranty, express or implied, covering the good and/or services provided and specifically disclaim all implied warranties of merchantability or fitness for a particular purpose or use. In any event, we shall not be liable for any direct, incidental, secondary, or consequential damages, including but not limited to, bodily injury or death, lost profits, loss of use, or other economic and/or business losses.

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: We each represent and warrant that we are been duly authorized to execute, deliver and perform the Agreement into which these Terms are incorporated.

Last Updated: January 10, 2024