Terms and Conditions
Terms and Conditions
Confuorto Consultancy Inc.
Revised August 22, 2026
Effective Date: August 22, 2026
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS REGARDING DISCLAIMERS OF WARRANTIES, CLIENT RESPONSIBILITIES, NONREFUNDABLE FEES, INDEMNIFICATION, LIMITATIONS OF LIABILITY, PRE-SUIT NOTICE, EXCLUSIVE VENUE, AND WAIVER OF JURY
TRIAL.
These Terms and Conditions (these “Terms”) govern: (a) access to and use of confuorto.com, including its pages, forms, portals, and related online features (collectively, the “Website”); and (b) all strategic consulting, operational support, due diligence, public-records research, investigative support, compliance-management, quality-management, security oversight, security management, risk-management, administrative, and related services and deliverables provided by Confuorto Consultancy Inc., an Illinois corporation (“Confuorto,” “we,” “our,” or “us”).
For purposes of these Terms:
“Client” means each person or entity that requests, orders, receives, accesses, pays for, or uses any Service or Deliverable.
“Services” means all services described above or identified in an Order Document, including, where agreed, advisory, development, implementation, operation, management, maintenance, monitoring, review, corrective-action, internal-audit, continuous-improvement, management-review, audit-representation, and related support services.
“Deliverables” means all reports, findings, search results, analyses, recommendations, communications, work product, policies, procedures, records, audit materials, and other materials supplied in connection with the Services.
“Order Document” means any proposal, quote, statement of work, engagement agreement, work order, invoice, authorization, fixed-fee agreement, project confirmation, or other document under which Services are requested or provided.
“Compliance Management Services” means only the specific compliance-related services that Confuorto expressly agrees in a signed Order Document to perform for a specifically identified Client request. Compliance Management Services may include advising on, developing, implementing, operating, managing, maintaining, monitoring, reviewing, auditing, improving, or supporting a program, process, policy, procedure, corrective action, management review, or audit activity. They do not include legal advice, legal opinions, legal representation, or a guarantee of legal or regulatory compliance.
“Service Providers” means independent persons or entities engaged by Confuorto to assist in performing Services, supplying information, providing technology, processing data, or supporting an engagement. Service Providers may include subcontractors, consultants, investigators, researchers, licensed professionals, vendors, data providers, technology providers, and other independent providers.
“Referral and Business-Development Partners” means independent persons or entities that refer business to Confuorto or provide marketing, sales, lead-generation, or business-development assistance. Referral and Business-Development Partners do not perform Client Services unless they are separately engaged by Confuorto as Service Providers.
“Protected Parties” means Confuorto and its present and former owners, shareholders, members, directors, officers, executives, managers, Managing Director, employees, agents, representatives, affiliates, successors, assigns, Service Providers, Referral and Business-Development Partners, consultants, independent contractors, licensed professionals, investigators, researchers, vendors, data providers, and technology providers.
Service Providers and Referral and Business-Development Partners are independent persons or entities. Unless expressly stated in a written agreement signed by Confuorto’s Managing Director or another authorized officer, no Service Provider or Referral and Business-Development Partner is an employee, officer, director, owner, shareholder, member, joint venturer, legal representative, or authorized agent of Confuorto. No such person or entity has authority to bind Confuorto, make commitments on Confuorto’s behalf, modify these Terms, provide a warranty, or create an obligation for Confuorto.
A Client is bound by these Terms only when it has been given notice of them and accepts them through an applicable Order Document, proposal, statement of work, engagement confirmation, invoice, click-through acceptance, or other written or electronic acceptance method that incorporates or links to these Terms. By signing or accepting an Order Document that incorporates these Terms, authorizing Confuorto to begin work after receiving such notice, paying an invoice that incorporates or links to these Terms, or completing a click-through acceptance, the Client agrees to be bound by these Terms to the fullest extent permitted by applicable law.
Confuorto may also include a reference or hyperlink to these Terms in a report or other Deliverable. That report-level reference provides notice that the report and related Services are subject to these Terms, but does not replace the acceptance process described in the preceding paragraph. If an individual accepts these Terms or an Order Document for an organization, that individual represents and warrants that he or she has authority to bind the organization.
1.- Eligibility and Business Use
1.1.- The Services are intended primarily for lawful business and professional purposes. The Client represents that it has the legal capacity to enter into these Terms and will use the Website, Services, and Deliverables only for lawful purposes.
1.2.- The Client shall not request, obtain, use, disclose, distribute, or rely upon any Service or Deliverable for an unlawful, fraudulent, discriminatory, harassing, retaliatory, defamatory, deceptive, or otherwise improper purpose.
1.3.- If applicable law grants the Client nonwaivable consumer rights, these Terms apply only to the fullest extent permitted by applicable law. Nothing in these Terms is intended to waive or limit any right or protection that applicable law prohibits the parties from waiving or limiting.
2.- No Attorney-Client or Other Licensed-Professional Relationship
2.1.- Confuorto is not a law firm and does not practice law, provide legal advice, provide legal opinions, or provide legal representation.
2.2.- Accessing the Website, submitting a form, communicating with Confuorto, receiving general information, requesting a Service, or receiving a Deliverable does not create an attorney-client, solicitor-client, law-firm, fiduciary, medical, accounting, tax, insurance, brokerage, or other licensed-professional relationship.
2.3.- A contractual consulting relationship is created only when Confuorto accepts an Order Document or otherwise confirms an engagement in writing. Even when a contractual consulting relationship exists, Confuorto may provide strategic, operational, compliance-management, quality-management, risk-management, research, administrative, and related consulting or support services, but does not provide legal advice or legal representation.
2.4.- The Client should consult qualified legal counsel and other appropriately licensed professionals regarding legal, regulatory, tax, accounting, employment, credit, consumer-reporting, security, insurance, or other specialized matters.
3.- Website Information
3.1.- Website content is provided for general informational purposes only. It is not legal advice, a professional opinion, a representation concerning any specific matter, or a substitute for advice based on the Client’s circumstances.
3.2.- Confuorto does not represent or warrant that Website content is accurate, complete, current, reliable, suitable for any particular purpose, or free from errors or omissions.
3.3.- The Website may contain system-generated terminology, including references to “lawyer,” “legal services,” or similar language, that results from the Website platform or template. Such terminology does not describe Confuorto, its personnel, or its Services. Confuorto is an independent advisory, operational-support, and risk-management firm, not a law firm.
4.- Services and Scope
4.1.- Confuorto will provide only those Services stated in the applicable Order Document.
4.2.- Unless expressly stated otherwise in the applicable Order Document:
(a) Confuorto has no duty to identify, investigate, advise concerning, or address matters outside the stated scope;
(b) Confuorto may determine the methods, sources, sequencing, staffing, and resources used to perform the Services;
(c) any estimate, target date, anticipated result, methodology, recommendation, or description of work is informational and is not a guarantee;
(d) Confuorto may rely on information supplied by the Client, Service Providers, Referral and Business-Development Partners, data sources, and other third parties without independently verifying every item;
(e) Confuorto has no continuing duty to monitor, update, supplement, correct, or revisit a Deliverable after its stated as-of date, except as expressly agreed in writing; and
(f) Services and Deliverables are prepared at the Client’s request for the purpose and scope identified by the Client or stated in the applicable Order Document.
4.3.- The Client is responsible for reviewing every Order Document for accuracy and promptly notifying Confuorto of any error in names, identifiers, jurisdictions, search parameters, scope, instructions, intended use, or other material information.
4.4.- Confuorto may refuse, suspend, or terminate work that it reasonably believes is unlawful, unsafe, misleading, outside the agreed scope, inconsistent with these Terms, or inconsistent with applicable professional, ethical, operational, licensing, data-source, or other requirements.
5.- Client Information, Authorizations, and Cooperation
5.1.- The Client shall timely provide complete and accurate information, lawful instructions, necessary authorizations, and reasonable cooperation.
5.2.- The Client represents and warrants that:
(a) it has the legal right and all required notices, consents, authorizations, certifications, permissions, and permissible purposes necessary for Confuorto and its Service Providers to collect, receive, process, search, use, and disclose information as instructed by the Client;
(b) all information, materials, identifiers, and instructions supplied to Confuorto are materially accurate and not misleading;
(c) the requested Services and the Client’s use, disclosure, distribution, and reliance on all Deliverables comply with applicable law, contractual duties, privacy rights, consumer rights, confidentiality obligations, and third-party rights;
(d) it will not ask Confuorto, a Service Provider, a Referral and Business-Development Partner, or any other provider to impersonate another person, gain unauthorized access, use unlawful pretexting, evade legal requirements, or engage in conduct prohibited by law; and
(e) it will promptly notify Confuorto of any change affecting the legality, accuracy, scope, purpose, or intended use of a request.
5.3.- The Client shall bear responsibility for delays, additional costs, errors, omissions, or adverse consequences resulting from incomplete, inaccurate, late, or misleading information or instructions supplied by or for the Client.
5.4.- Confuorto may rely on the Client’s representations and instructions. The Client authorizes Confuorto to rely upon those representations and instructions unless Confuorto expressly agrees in writing to independently verify them.
6.- Public Records, Third-Party Data, Regulated Uses, and Inherent Limitations
6.1.- The Services and Deliverables may depend on public records, government repositories, courts, agencies, data providers, Client-provided information, Service Providers, and other third-party sources. Such sources may be incomplete, inaccurate, delayed, inaccessible, unavailable, restricted, sealed, expunged, corrected, changed, or otherwise limited. Search results and Deliverables reflect information available through the sources and methods used as of the stated as-of date, if any, and are not a representation that all responsive information has been identified or that any information is complete, current, accurate, legally sufficient, or suitable for a particular purpose.
6.2.- Except as expressly stated in a signed Order Document, Confuorto does not independently verify every item of third-party information and does not guarantee the accuracy, completeness, availability, timeliness, or legal sufficiency of public records or other third-party data.
6.3.- The Client is solely responsible for determining whether it may request, obtain, use, disclose, distribute, rely on, or make a decision based on a Deliverable; whether any notice, disclosure, authorization, certification, adverse-action process, dispute process, retention practice, or other legal requirement applies; and whether any requested or completed Service is appropriate for the Client’s intended use.
6.4.- For purposes of this Section:
(a) a “Direct-Use Buyer” is a Client that engages Confuorto for its own identified internal or end-use purpose, and for which Confuorto has expressly agreed in a signed Order Document to perform a specifically described regulated screening, compliance, or other regulated service; and
(b) a “Reseller” is a Client that requests or purchases Services or Deliverables for resale, redistribution, incorporation into another product or service, delivery to another person or entity, or use in connection with the Reseller’s customer, applicant, vendor, employee, contractor, tenant, borrower, insured, or other third party.
6.5.- Direct-Use Buyers. If Confuorto expressly agrees in a signed Order Document to perform a regulated screening or other regulated service for a Direct-Use Buyer, Confuorto will perform the expressly agreed Services in accordance with the scope, procedures, and compliance responsibilities expressly stated in that Order Document. The Direct-Use Buyer remains responsible for all obligations not expressly assumed by Confuorto in writing, including the lawfulness of its purpose, instructions, certifications, notices, authorizations, decisions, use of Deliverables, and actions following receipt of a Deliverable.
6.6.- Resellers. Confuorto may receive a Reseller’s order without knowledge of the Reseller’s customer, the intended recipient or end user, the applicable contractual requirements, the ultimate purpose, the required scope, the governing legal framework, or whether the order will be used in a regulated decision. Unless Confuorto expressly agrees otherwise in a signed Order Document that identifies the applicable end use and compliance requirements, Confuorto performs Reseller orders solely according to the Reseller’s stated instructions and agreed scope. Confuorto does not determine whether a Reseller’s instructions, its customer’s requirements, the intended use, or the Reseller’s delivery, redistribution, or use of a Deliverable complies with the Fair Credit Reporting Act, other consumer-reporting laws, privacy laws, employment-screening requirements, or any other legal, contractual, or regulatory requirement.
6.7.- A Reseller shall not represent that Confuorto has evaluated, approved, certified, or guaranteed the Reseller’s or any downstream recipient’s compliance with the Fair Credit Reporting Act or any other legal or regulatory requirement unless Confuorto has expressly made that representation in a signed Order Document. The Reseller is solely responsible for: (a) its own compliance and the compliance of its downstream delivery, resale, distribution, and use of Deliverables; (b) its agreements, disclosures, certifications, permissions, permissible-purpose determinations, notices, authorizations, dispute procedures, and adverse-action procedures; (c) determining whether any Deliverable is a consumer report or otherwise subject to a regulated-use framework; and (d) all communications, decisions, and actions involving its customers, applicants, employees, contractors, tenants, borrowers, insureds, vendors, or other third parties.
6.8.- No provision of these Terms is intended to disclaim, waive, or limit a duty that applicable law imposes directly on Confuorto and that cannot lawfully be disclaimed, waived, or limited. Confuorto may require additional information, certifications, documentation, contractual terms, or instructions before accepting or continuing an engagement, and may refuse, suspend, or terminate an order if the requested work, information supplied, intended use, or required compliance framework is unclear, unsupported, or reasonably believed to be unlawful or improper.
6.9.- Unless Confuorto expressly agrees otherwise in a signed Order Document, Deliverables are prepared solely for the Client identified in that Order Document and solely for the stated purpose and scope. No other person or entity may rely on a Deliverable without Confuorto’s prior written consent.
6.10.- The Client shall not use any Deliverable as the sole basis for a hiring, employment, promotion, retention, credit, insurance, housing, tenancy, benefits, licensing, security-clearance, contracting, or other decision affecting an individual or entity, unless the Client has independently determined that the proposed use is lawful and Confuorto has expressly agreed in a signed Order Document to provide Services for that specific purpose.
6.11.- Except as expressly agreed in a signed Order Document, Confuorto has no obligation to monitor, update, supplement, correct, or reissue a Deliverable after its stated as-of date. The Client must independently assess whether changed circumstances, newly available information, corrected information, passage of time, or its intended use requires additional inquiry, verification, or a new search.
7.- Fees, Expenses, Taxes, and Payment
7.1.- The Client shall pay all fees, charges, reimbursable expenses, taxes, and other amounts stated in the applicable Order Document or invoice when due.
7.2.- Unless an Order Document expressly states otherwise, all deposits, advance payments, fixed fees, research fees, records-retrieval fees, search fees, project fees, and other amounts paid to Confuorto are earned when paid and are nonrefundable to the fullest extent permitted by applicable law. Fees compensate Confuorto for reserving capacity, accepting an engagement, initiating work, performing Services, coordinating Service Providers, obtaining data or records, and bearing operational costs, whether or not the Client uses a Deliverable or achieves a desired result.
7.3.- Confuorto may require advance payment, a deposit, a payment method, or other security before beginning or continuing Services. Confuorto may suspend work, withhold Deliverables, decline new requests, or terminate an engagement if any amount is overdue or if the Client fails to provide required payment authorization.
7.4.- The Client is responsible for all reasonable third-party charges and reimbursable expenses incurred in connection with the Services, including government, court, repository, retrieval, rush, database, data-provider, shipping, travel, translation, Service Provider, and similar charges, unless an Order Document expressly states that such charges are included in a fixed fee.
7.5.- Fees do not include applicable sales, use, excise, value-added, withholding, or similar taxes. The Client shall pay all such taxes, except taxes based solely on Confuorto’s net income.
7.6.- The Client shall pay interest on overdue undisputed amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The Client shall also reimburse Confuorto for reasonable costs of collection, including reasonable attorneys’ fees, court costs, and collection-agency charges, to the fullest extent permitted by applicable law.
8.- Confidentiality, Data Handling, and Security
8.1.- Each party shall use the other party’s nonpublic confidential information only as reasonably necessary to perform or receive Services, exercise rights, or perform obligations under these Terms and the applicable Order Document.
8.2.- “Confidential Information” does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the receiving party without a duty of confidentiality before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party’s Confidential Information.
8.3.- Confuorto may disclose Client Confidential Information to its personnel and Service Providers that have a need to know the information for the engagement, provided Confuorto requires them to protect the information through obligations no less protective than those that are reasonably appropriate to the engagement.
8.4.- A receiving party may disclose Confidential Information when required by law, subpoena, court order, governmental request, or other legal process, provided that, when legally permitted and reasonably practicable, the receiving party gives the disclosing party advance notice and a reasonable opportunity to seek protective treatment.
8.5.- The Client authorizes Confuorto to collect, receive, store, process, transmit, disclose, and otherwise use Client-provided information and information lawfully obtained in connection with the Services, in each case as reasonably necessary to perform the Services, comply with law, maintain business and engagement records, establish or defend legal claims, and improve Confuorto’s operations. Confuorto may use de-identified or aggregated information for lawful business, analytical, quality-control, and service-improvement purposes.
8.6.- No system, transmission method, database, repository, or security measure is completely secure or error-free. Except as expressly stated in a signed Order Document, Confuorto does not guarantee that Services, Deliverables, communications, or stored information will be uninterrupted, secure, error-free, or free from unauthorized access, loss, alteration, delay, or corruption.
8.7.- The Client shall not transmit to Confuorto any information that Confuorto has not agreed to receive, including payment-card data, protected health information, classified information, export-controlled technical data, or other regulated or highly sensitive information, unless the applicable Order Document expressly identifies the information and the parties have agreed in writing to the applicable safeguards and responsibilities.
9.- Intellectual Property and License to Deliverables
9.1.- As between Confuorto and the Client, Confuorto retains all right, title, and interest in and to its pre-existing materials, methodologies, processes, templates, tools, know-how, systems, software, policies, procedures, work papers, research methods, databases, content, branding, and other intellectual property, together with all modifications, improvements, and derivative works of them (collectively, “Confuorto Materials”).
9.2.- Subject to the Client’s timely payment of all amounts due and compliance with these Terms, Confuorto grants the Client a limited, nonexclusive, nontransferable, nonsublicensable license to use Deliverables solely for the Client’s internal business purpose and the specific purpose stated in the applicable Order Document.
9.3.- The Client shall not sell, license, assign, sublicense, publish, distribute, disclose, reproduce, modify, create derivative works of, reverse engineer, or make Deliverables or Confuorto Materials available to any third party, except as expressly authorized in writing by Confuorto or as required by law.
9.4.- The Client may provide a Deliverable to its legal counsel, auditors, insurers, regulators, or other professional advisors with a legitimate need to know, provided that the recipient is informed of the applicable confidentiality, use, no-reliance, and limitation provisions and does not acquire any right to rely on the Deliverable.
9.5.- Confuorto may reuse general knowledge, experience, skills, concepts, and techniques acquired in performing Services, provided Confuorto does not disclose the Client’s Confidential Information in doing so.
10.- Disclaimers of Warranties
10.1.- EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER DOCUMENT, THE WEBSITE, SERVICES, DELIVERABLES, CONFUORTO MATERIALS, PUBLIC-RECORD RESULTS, THIRD-PARTY DATA, AND ALL RELATED INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
10.2.- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONFUORTO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, AVAILABILITY, SECURITY, AND RESULTS.
10.3.- CONFUORTO DOES NOT WARRANT OR REPRESENT THAT: (a) ANY SERVICE OR DELIVERABLE WILL IDENTIFY ALL RELEVANT INFORMATION; (b) ANY RECORD, SEARCH RESULT, DATA SOURCE, RECOMMENDATION, OR ANALYSIS IS ACCURATE, COMPLETE, CURRENT, OR SUFFICIENT FOR THE CLIENT’S PURPOSE; (c) THE SERVICES WILL ACHIEVE A PARTICULAR OUTCOME; OR (d) THE WEBSITE, SERVICES, OR DELIVERABLES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
10.4.- THE CLIENT ACKNOWLEDGES THAT BUSINESS, COMPLIANCE, OPERATIONAL, INVESTIGATIVE, RISK-MANAGEMENT, AND DUE-DILIGENCE SERVICES INVOLVE JUDGMENT, UNCERTAINTY, THIRD-PARTY INFORMATION, AND FACT-SPECIFIC LIMITATIONS. THE CLIENT REMAINS RESPONSIBLE FOR ITS OWN DECISIONS, ACTIONS, AND INDEPENDENT EVALUATION OF ALL DELIVERABLES.
11.- Client Indemnification
11.1.- To the fullest extent permitted by applicable law, the Client shall defend, indemnify, and hold harmless the Protected Parties from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, punitive damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys’ fees and costs of investigation and defense, arising out of or relating to:
(a) the Client’s breach of these Terms, an Order Document, or any representation, warranty, certification, or instruction provided by or for the Client;
(b) the Client’s request for, receipt, use, disclosure, resale, redistribution, distribution, reliance on, or decision based on a Service or Deliverable;
(c) the Client’s or any downstream recipient’s alleged or actual violation of applicable law, regulation, contractual duty, privacy right, consumer right, confidentiality duty, intellectual-property right, or third-party right;
(d) any information, materials, identifiers, instructions, authorizations, certifications, or permissions supplied by or for the Client;
(e) any Reseller order or any downstream use, delivery, disclosure, resale, or distribution of a Deliverable by a Reseller or its customer, recipient, or other third party; or
(f) the Client’s negligence, willful misconduct, fraud, unlawful conduct, or violation of these Terms.
11.2.- The Client’s obligations under this Section include claims brought by the Client’s customers, applicants, employees, contractors, vendors, tenants, borrowers, insureds, shareholders, affiliates, governmental authorities, or any other third party.
11.3.- Confuorto shall give the Client reasonably prompt written notice of an indemnified claim, except that delay in notice does not relieve the Client of its obligations except to the extent the delay materially prejudices the Client. Confuorto may participate in the defense with counsel of its choice at its own expense. The Client shall not settle any claim in a manner that admits fault by, imposes liability on, restricts the conduct of, or otherwise adversely affects a Protected Party without that Protected Party’s prior written consent.
12.- Limitation of Liability
12.1.- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO PROTECTED PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, PUNTIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, GOODWILL, DATA, REPUTATION, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, DELIVERABLES, THESE TERMS, OR ANY ORDER DOCUMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2.- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ALL PROTECTED PARTIES ARISING OUT OF OR RELATING TO A PARTICULAR SERVICE, DELIVERABLE, ORDER DOCUMENT, OR RELATED SERIES OF EVENTS SHALL NOT EXCEED THE FEES ACTUALLY PAID TO CONFUORTO FOR THE SPECIFIC SERVICE OR DELIVERABLE GIVING RISE TO THE CLAIM DURING THE THREE MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
12.3.- THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, EQUITY, OR OTHERWISE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.4.- NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
13.- Suspension, Termination, and Survival
13.1.- Confuorto may suspend or terminate the Website access, Services, or an engagement immediately upon notice if: (a) the Client fails to pay amounts due; (b) the Client breaches these Terms or an Order Document; (c) Confuorto reasonably believes the request, instruction, intended use, or Client conduct is unlawful, improper, unsafe, misleading, or creates undue legal, reputational, operational, security, or compliance risk; or (d) Confuorto is unable to obtain required information, authorization, cooperation, payment, or access.
13.2.- Either party may terminate an ongoing engagement as stated in the applicable Order Document or, if no termination provision is stated, upon written notice. Termination does not affect: (a) fees and expenses already earned or incurred; (b) the Client’s obligation to pay for Services performed, commitments made, and third-party charges incurred through the effective termination date; or (c) rights and obligations that by their nature are intended to survive.
13.3.- Sections concerning payment, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions survive termination or expiration of these Terms and any Order Document.
14.- Pre-Suit Notice and Informal Resolution
14.1.- Before commencing any lawsuit or other adversarial proceeding arising out of or relating to these Terms, an Order Document, the Website, Services, or Deliverables, the Client shall provide Confuorto written notice describing the claim in reasonable detail, including the factual basis, alleged damages and punitive damages, and requested relief.
14.2.- The Client shall send the notice by email to the contact address stated in the applicable Order Document or invoice, or by nationally recognized overnight courier to Confuorto’s principal business address. The parties shall attempt in good faith to resolve the matter for at least 30 days after Confuorto receives the notice before either party commences litigation, except that either party may seek temporary or preliminary injunctive relief when necessary to prevent imminent irreparable harm.
14.3.- The parties agree that this pre-suit process is intended to encourage prompt, good-faith resolution and does not extend an otherwise applicable statute of limitations unless the parties expressly agree in writing.
15.- Governing Law, Exclusive Venue, and Waiver of Jury Trial
15.1.- These Terms, every Order Document, and every dispute arising out of or relating to them, the Website, Services, or Deliverables shall be governed by the laws of the State of Illinois, without regard to conflict-of-laws principles that would require application of another jurisdiction’s law.
15.2.- To the fullest extent permitted by applicable law, the state and federal courts located in Cook County, Illinois, shall have exclusive jurisdiction over any action or proceeding arising out of or relating to these Terms, an Order Document, the Website, Services, or Deliverables. Each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum or improper venue.
15.3.- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLIENT AND CONFUORTO KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER DOCUMENT, THE WEBSITE, SERVICES, OR DELIVERABLES. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THE APPLICABLE TRANSACTION.
16.- General Provisions
16.1.- Entire Agreement; Order of Precedence. These Terms and the applicable Order Document constitute the entire agreement between the Client and Confuorto concerning their subject matter and supersede prior or contemporaneous discussions, proposals, understandings, and agreements concerning that subject matter. If an Order Document expressly states that a provision supersedes a specific provision of these Terms, that express provision controls solely to the extent of the stated conflict.
16.2.- Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by Confuorto’s Managing Director or another authorized officer. A waiver of any breach is not a waiver of any other or later breach.
16.3.- Assignment. The Client may not assign, transfer, or delegate its rights or obligations without Confuorto’s prior written consent. Confuorto may assign these Terms or an Order Document to an affiliate or in connection with a merger, reorganization, financing, sale of assets, or change of control.
16.4.- Force Majeure. Confuorto is not liable for delay, interruption, or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemic, pandemic, war, terrorism, civil unrest, labor dispute, government action, court or repository closure, data-source disruption, power or internet failure, cyber incident, or failure of a third-party provider.
16.5.- Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions remain in full force and effect.
16.6.- No Third-Party Beneficiaries. Except for the Protected Parties’ rights under Sections 11 and 12, these Terms do not create rights in any person or entity other than the Client and Confuorto.
16.7.- Notices. Notices under these Terms must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email to the contact information in the applicable Order Document or invoice, unless a party designates a replacement contact in writing. Notices are effective upon confirmed receipt.
16.8.- Electronic Records and Signatures. Electronic signatures, click-through acceptances, electronic communications, and electronic records are effective to the fullest extent permitted by applicable law and may be used to establish acceptance of these Terms and an Order Document.
16.9.- Headings; Interpretation. Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” These Terms shall not be construed against either party as drafter.
16.10.- Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, fiduciary, franchise, or other relationship except the contractual relationship expressly stated in an Order Document.