1.Introduction

 

Welcome to MindShift Advisory Group LLC ("Company", "we", "us", "our"). We provide HR consulting services ("Services") to businesses, organizations, and individuals ("you", "your"). These Terms of Service ("Terms") govern your access to and use of our services, whether or not an engagement agreement has been signed. By using or accessing our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our services.

 

2.Services

 

2.1 Scope
Our Services include but are not limited to subscription based virtual advisory service packages, project-based one-on-one expert Advisor consulting, outsourced HR solutions, coaching, and mentoring, and programming including training, workshops, seminars, programs, and more. The specific services being delivered for project-based solutions will be detailed in a separate engagement agreement. If any additional services outside of the predefined scope are requested after the initial agreement has been agreed upon and signed, a separate agreement or amendment to the existing one will occur.

 

2.2 Virtual Advisory Services

Our services may be provided virtually via video conferencing, telephone, or other online platforms. You are responsible for ensuring the necessary internet and technology infrastructure on your end to access these services. Any technological failures on your part that affect our ability to provide services may result in additional charges for rescheduled services. Clients requiring accommodations under the Americans with Disabilities Act (ADA), should notify us at least five (5) business days before the scheduled service to allow reasonable adjustments.

 

2.3 Modification

We reserve the right to modify or discontinue, temporarily or permanently, our Services (or any part thereof) with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuance of our Services. For substantial changes to the scope of services in ongoing engagements, the Company will provide a minimum of 15 days’ notice via email or mailed letter. Substantial changes can include but are not limited to, modifications to service fees, the addition or removal of key features, significant changes to delivery methods, payment method adjustments, modification of engagement periods, changes to ownership of deliverables, use of new third-party platforms, changes in data handling procedures, and adjustments to suspension or termination terms. While we make reasonable efforts to select secure and reputable third-party platforms, we disclaim liability for any breaches or data issues arising from their use.

 

3.Client Responsibilities

 

3.1 Information and Cooperation
You agree to provide accurate, complete, and timely information necessary for us to deliver the Services. You will cooperate with us in all matters relating to the Services.

 

3.2 Compliance
You acknowledge and agree that you are solely responsible for ensuring that your use of our Services complies with all applicable federal, state, and local laws and regulations. We shall not be liable for any failure by you to comply with such laws and regulations. The Company shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, resulting from your failure to comply with any applicable federal, state, or local laws and regulations in connection with your use of our Services.

 

4.Fees and Payment

 

4.1 Fees
We offer a variety of service packages, subscriptions, programming, and services with corresponding fees. These fees may be based on a fixed price, hourly rate, monthly rate, or a retainer basis as agreed upon. We reserve the right to adjust our fees. Any changes to the fee structure will be communicated to you via email or other written notice at least 30 days' in advance.

 

4.2 Payment Terms
Payments for subscription-based services are charged at the beginning of each monthly billing cycle. Refunds will not be issued once the billing cycle has begun, except as required by applicable law or as defined in the Force Majeure Clause (section 10.7). Payments will be auto charged to your designated payment method on the same day each month based on the date of your initial subscription. You agree to keep a valid payment method on file for automatic billing. Failure to maintain an active payment method may result in suspension of services. For project-based or HR outsourced services, invoices will be issued upon completion of the Services, at regular intervals (e.g., weekly, bi-weekly, monthly), or as otherwise specified in the engagement agreement. Invoices are payable within 30 days of receipt (NET30), unless otherwise specified in the engagement agreement. Late fees of 1.5% per month will be applied to any unpaid invoices or balances after a 7-day grace period from the payment due date. Payments can be made via credit card, electronic bank transfer (ACH), or any other method specified in the engagement agreement.

 

4.3 Expenses

Expenses are typically outlined within our proposals and agreed upon in advance. If additional out-of-pocket expenses are incurred, you agree to reimburse us for these if they are incurred in connection with the provision of Services. These may include travel expenses, lodging, meals, and other necessary expenditures.

 

4.4 Disputed Charges

If you believe there is an error in any invoice, you must notify us in writing within 15 days of the invoice date. We will work with you to resolve any disputes within 30 days. If a dispute regarding a charge remains unresolved after 30 days, either party may submit the dispute to binding arbitration as outlined in Section 10.2. Any disputed portion of the invoice will be resolved in good faith by both parties, with all undisputed amounts being paid by its due date.

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5. Confidentiality

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5.1 Confidential Information
"Confidential Information" refers to any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, strategies, financial information, employee information, health information, technical data, customer lists, and trade secrets.

 

5.2 Obligations

You agree to maintain the confidentiality of the Confidential Information, including measures at least as stringent as those you use to protect your own information, and will not disclose it to any third party without the prior written consent of the Company. You agree that you will use the Confidential Information solely to fulfill its obligations under the engagement agreement. In connection with our virtual advisory services, both parties agree to implement appropriate measures to ensure data protection and prevent unauthorized access or disclosure of any Confidential Information.

 

5.3 Data Privacy

We take reasonable precautions to protect the confidentiality and security of all personal and business data. However, you acknowledge that data transmitted over the internet may be subject to unauthorized access or loss and you agree to take reasonable security measures on your end to protect your sensitive data. Any breaches of confidentiality due to unprotected digital communication channels will be the sole responsibility of the party that failed to take reasonable precautions. Both parties agree to comply with applicable data privacy regulations, including but not limited to, the General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (CCPA).

 

5.4 Data Storage, Processing, and Transfer

We utilize third-party platforms to provide certain aspects of our services. These platforms are responsible for the storage and processing of your data, and by using our services, you agree to their respective data storage policies. The Company shall not be liable for any breaches of data or security issues arising from the use of these third-party platforms. You are encouraged to review the privacy policies of these providers to ensure compliance with your own legal and regulatory obligations. By agreeing to these Terms, you acknowledge that your data may be transferred to, stored in, and processed in countries outside of your jurisdiction. We ensure that any such transfers comply with the relevant data protection laws and regulations.

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5.5 Exceptions
Confidential Information does not include information that is (a) publicly known, (b) already known to the recipient, (c) independently developed by the recipient, or (d) rightfully obtained from a third party. Confidential Information does not include information that was already in your possession without obligation of confidentiality before the disclosure by the Company. Confidential Information also does not include information that is independently developed by you without the use of or reference to the Company's Confidential Information.

 

5.6 Legal Disclosure

If you are required by law, regulation, or court order to disclose any Confidential Information, you must promptly notify the Company and cooperate with us to seek a protective order or other appropriate remedy. If no such remedy is obtained, you may disclose only that portion of the Confidential Information that you are legally required to disclose. The confidentiality obligations outlined in this agreement will remain in effect indefinitely or for a period specified in the engagement agreement.

 

5.7 Data Breaches

In the event of a data breach affecting your personal or business information, we will notify you promptly, but no later than 10 business days from the discovery of the breach, as required by applicable law.

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6. Intellectual Property

 

6.1 Ownership
All intellectual property rights, including copyrights, patents, trademarks, trade secrets, and other proprietary rights, in the materials, methodologies, processes, software, and other deliverables (collectively, "Deliverables") created or provided by the Company in connection with the Services shall remain the exclusive property of the Company. The Deliverables and proprietary tools under this agreement shall not be used to create competing services or solutions without the prior written consent of the Company.

 

For subscription-based services, any Deliverables produced as part of these services will remain the property of the Company and you agree not to distribute or share such materials beyond internal business use without prior written consent.

 

For project-based or outsourced HR services, any Deliverables, including but not limited to, reports, designs, presentations, and other work products are classified as “works made for hire” under U.S. Copyright Law. Upon payment in full, you will hold all rights, title, and interest in Deliverables, including any associated intellectual property rights, excluding any proprietary tools, software, or methodologies belonging to the Company as outlined in Section 6.2.

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Any pre-existing intellectual property owned by you that is provided to the Company for use in connection with the Services shall remain your property. You grant the Company a limited, non-exclusive license to use such intellectual property solely for the purpose of providing the Services.

 

6.2 Exclusion of Proprietary Tools and Software

Notwithstanding the above, any proprietary software, tools, methodologies, templates, or other intellectual property developed by the Company, including but not limited to trademarked materials, remains the exclusive property of the Company. These proprietary tools and software are not considered part of Deliverables and are licensed to you solely to facilitate the project. You are granted a limited, non-exclusive, non-transferrable, and non-sublicensable license to use these proprietary tools for internal purposes in connection with the project. This license terminates upon completion of the project unless otherwise agreed in writing. The limited license is granted solely for the duration of the project and for the purposes outlined in the engagement agreement.

 

6.3 Licenses

Subject to the terms and conditions of this agreement, for subscription-based services and proprietary tools or software, the Company grants you a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for internal business purposes during the subscription period or project duration. For project-based or outsourced HR services, you own the Deliverables upon full payment, except for proprietary tools and software, which are licensed as per the terms above. The Deliverables may not be used for any other purpose without the Company’s prior written consent. Any unauthorized use of the Company’s proprietary tools or software beyond the scope of the limited license will result in immediate termination of the license and may subject the Client to legal action. You agree not to distribute, sell, lease, or sublicense the Deliverables to any third party without the Company’s prior written consent.

 

6.4 Restrictions

You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software or other intellectual property provided as part of the Deliverables. Any modifications, enhancements, or derivative works of the Deliverables made by you shall be the exclusive property of the Company unless otherwise agreed in writing. These restrictions apply to all Deliverables and any proprietary tools or software provided under this agreement.

 

6.5 Infringement

You agree to promptly notify the Company of any suspected or actual infringement of the Company's intellectual property rights. The Company will have the exclusive right to bring any action or proceeding against infringers and to retain all damages or settlement amounts recovered. The Company will indemnify you against any third-party claims that the Deliverables infringe upon any intellectual property rights, provided that you promptly notify the Company of such claims, cooperate with the Company in the defense, and allow the Company to control the defense and settlement.

 

6.6 Termination

For subscription-based services, the license to use any Deliverables or proprietary tools terminates upon the end of the subscription period or your breach of these Terms. All use of Deliverables or proprietary tools must cease immediately unless otherwise agreed in writing. For project-based services, upon payment in full, you retain all rights to the Deliverables as specified in Section 6.1. The limited license to use the Company’s proprietary tools and software terminates upon completion of the project unless otherwise agreed in writing.

 

7. Limitation of Liability

 

7.1 Warranty
Except for gross negligence, willful misconduct, or any other liability that cannot be excluded under applicable law, our liability arising out of or in connection with our services, whether based on contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by you and/or your company to us under the relevant engagement. We do not warrant that our Services will meet every one of your requirements or that they will be uninterrupted or completely error-free. We shall not be held liable for service disruptions or data breaches caused by third-party platforms used in the provision of services.

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7.2 Limitation
To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use of the Services, (b) any unauthorized access to or use of our servers, (c) any interruption or cessation of transmission to or from our Services, or (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party platforms (e.g. Zoom, Chat, Google), including service interruptions, security breaches, or unauthorized access through such platforms.

 

 

8. Indemnification

 

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your use of our services or your violation of these Terms.

 

9. Termination

 

9.1 Termination by Either Party

For project-based or outsourced HR services, either party may terminate the engagement for any reason upon 10 days' written notice to the other party. For subscription-based services, you may cancel your subscription at any time, however, no refunds will be issued for early termination except as required by applicable law or under the Force Majeure Clause (Section 10.7.), and you will retain access to the services until the end of the current billing period. Either party may terminate the engagement immediately if the other party breaches any material term of these Terms and fails to cure such breach within 15 days after receiving written notice of the breach.

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9.2 Effect of Termination
Upon termination of project-based or outsourced HR services, you shall pay us for all Services rendered and expenses incurred up to the date of termination. For subscription-based services, you will continue to have access to the Services until the end of the paid billing period, but no refunds will be issued for early termination. Any advance payments for project-based services not yet rendered will be refunded on a prorated basis. No refunds will be provided for subscription-based services in the event of early termination. Upon termination, each party shall promptly return or destroy all Confidential Information and other materials belonging to the other party. Any licenses granted under these Terms will terminate immediately upon termination of the engagement. The provisions of these Terms that by their nature should survive termination, including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, and Indemnification, shall survive the termination of the engagement.

 

9.3 Suspension of Services

The Company reserves the right to suspend or terminate the provision of Services if you fail to make any payment when due or otherwise breach these Terms. The Company reserves the right to charge interest on overdue payments at the highest rate permissible under applicable law, in addition to the stated late payment fee in Section 4.2. If payment is not received by the due date for subscription-based services, the Company reserves the right to immediately suspend access to the Services until a payment in full is made. If payment remains outstanding for more than ten (10) days after the due date, the subscription will be canceled and all access to Deliverables and proprietary tools will be terminated. No refunds will be provided for any portion of the subscription already paid; however, services can be resumed upon payment of any outstanding balance, including any accrued late fees. If the payment for project-based or outsourced HR services is not received within thirty-two (32) days of the due date, the Company may, at its discretion, suspend all Services until payment is received in full. If payment is not made within sixty (60) days of the due date, the Company may terminate the engagement immediately by providing written notice to you. Upon termination for non-payment, any fees for Services rendered up to the date of termination, including any accrued late fees, will become immediately due and payable. You will not be entitled to access any Deliverables, proprietary tools, or ongoing services until all outstanding payments have been made. The Company reserves the right to retain any work product or deliverables produced before termination until full payment is received.

 

9.4 No-Show and Late Cancellation Policy

A “no-show” occurs when a client does not attend their scheduled consultation, one-on-one, meeting, or appointment (“service”), with an appointed or chosen Advisor or Strategist. You are responsible for notifying us of any service cancellations or rescheduling needs at least 24 hours in advance of the scheduled service via the designated email or phone number of the scheduled Advisor or Strategist. Failure to attend, notify, or reschedule at least 24 hours in advance will result in a fee equal to the full cost of the scheduled service, as stated at the time of booking. All prepaid fees for events including workshops, seminars, webinars, and similar events are non-refundable as they cover administrative costs and reserve your spot for the event. In cases of documented emergencies or extenuating circumstances, exceptions to the policy may be made at the discretion of the affected Advisor or Strategist. If you believe a no-show or cancellation fee was charged in error, you must notify us in writing within 10 days of the charge. We will review your case and notify you in writing of the outcome of your dispute within 15 business days after receiving your written request.

 

10. General Provisions

 

10.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the state of Illinois, including but not limited to, the Illinois Consumer Fraud and Deceptive Business Practices Act, without regard to its conflict of law principles.

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10.2 Dispute Resolution
Any disputes arising out of or relating to these Terms or the Services provided shall be resolved through binding arbitration in accordance with the Commercial Arbitration rules of the American Arbitration Association (AAA). Costs of arbitration, including arbiter fees and administrative costs, shall be shared equally by both parties unless otherwise determined by the arbiter, with each party bearing the cost of its own legal fees. The arbitration shall take place virtually or in Chicago, Illinois, at the discretion of both parties. For any actions not subject to arbitration, the parties agree to submit to the exclusive jurisdiction of the courts located in Chicago, Illinois. By agreeing to arbitration, you explicitly waive your right to bring a lawsuit in court or have a trial by jury for any disputes arising from this agreement.

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10.3 Entire Agreement
These Terms, together with the engagement agreement, constitute the entire agreement between you and the Company regarding the use of our Services and supersede all prior agreements, understandings, and communications, whether written or oral. These terms may be updated periodically and you will be notified of material changes via email or other written communication at least 30 days in advance. Continued use of our Services constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate the agreement as per Section 9.

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10.4 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

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10.5 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. The Company’s failure to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

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10.6 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. The Company may assign or transfer these Terms or any rights or obligations hereunder at its sole discretion. For assignments that materially alter service delivery, your prior written consent will be obtained or you may elect to terminate the agreement within 15 days of receiving the written notice, with a prorated refund issued for unused services.

 

10.7 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than for the payment of money), to the extent such failure or delay is caused by events beyond the reasonable control of the affected party, including, but not limited to, acts of God, war, terrorism, government action, labor conditions, pandemics, or technology service disruptions (e.g. loss of internet connectivity). In the event of any such delay, the Company will allow you to reschedule missed sessions with no fees charged. In the event of prolonged disruptions exceeding 30 days, prepaid fees for any service may be refunded on a prorated basis for any services not rendered during the period of disruption and either party may elect to terminate the agreement without liability.

 

11. Online Code of Conduct

 

11.1 Respectful Communication

You agree to treat all members with kindness and respect, avoiding personal attacks, harassment, or any form of offensive language.

11.2 Inclusivity

Everyone is welcome, regardless of their background, identity, or experience levels. Discrimination based on race, gender, sexuality, age, or any other characteristic protected under the law will not be tolerated. We encourage diverse perspectives and create space for underrepresented voices.

11.3 Constructive Contributions

You agree that you will provide responses that are helpful and thoughtful, with criticism being constructive and aimed at improving the conversation. You agree to avoid spamming and derailing threads with irrelevant content.

11.4 Confidentiality & Privacy

You agree to respect the privacy of fellow community members and will not share personal information, including private messages or contact information, without the other party’s explicit consent.

11.5 No Self-Promotion or Solicitation

You agree to avoid unsolicited self-promotion, marketing, or sales pitches. You agree that you may share your work or services only if it is relevant to the discussion and adds value to the community.​