Terms of Service

1. Who We Are

BWSP is an executive management consulting, operational strategy, and systems integration firm based in Mathews, Virginia, led by Managing Principal Bryce Burgner. Questions about these Terms may be sent to onboarding@bwstrategicpartners.com.

2. Eligibility and Relationship to Client Agreements

You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of a company or other organization, you represent that you are authorized to accept these Terms on its behalf.

If your organization has signed a separate engagement letter, statement of work, or master services agreement with BWSP (a "Client Agreement"), that Client Agreement controls in the event of any conflict with these Terms.

3. Client Portals and Accounts

BWSP may provide authorized client users with access to a private portal. Portal access is granted at BWSP's discretion and may be limited to specific people, roles, or data sets. You are responsible for:

• Keeping your login credentials confidential and not sharing your account with anyone else;
• Using a strong, unique password and signing out on shared or public devices;
• Promptly notifying BWSP at onboarding@bwstrategicpartners.com of any suspected unauthorized access, lost credentials, or security incident; and
• Making sure that information you submit is accurate and that you have the right to share it.

Do not upload Social Security numbers, bank or payment card account numbers, or other sensitive personal information to a portal unless BWSP has asked for it in writing for a specific deliverable.

You are responsible for activity that occurs under your account. BWSP may suspend or terminate access at any time to protect the security or integrity of the Services or any client's data.

4. Acceptable Use and Portal Conduct

You agree not to, and not to permit anyone else to:

• Access or attempt to access any portal, record, or data that you are not authorized to view;
• Probe, scan, or test the vulnerability of the Services, or bypass any security or access control;
• Copy, scrape, export in bulk, or reverse engineer any part of the Services, including portal layouts, workflows, formulas, or database structures, except as expressly permitted by BWSP or a Client Agreement (this does not restrict an authorized user from exporting their own organization's Client Data through features BWSP provides for that purpose);
• Upload malicious code, or interfere with the operation of the Services or the platforms they run on;
• Upload content that is unlawful, infringing, defamatory, or that you do not have the right to share;
• Submit automated, scripted, bulk, or fictitious entries to the diagnostic or any other form, or use the Services to infer, extract, or reproduce their scoring, weighting, benchmarking, or pricing logic;
• Use the Services to build a competing product or service; or
• Use the Services in violation of any applicable law or of the terms of our third-party platform providers.

5. Intellectual Property

BWSP retains sole and exclusive ownership of all right, title, and interest in and to its pre-existing and independently developed intellectual property, including without limitation:

• Consulting frameworks, methodologies, playbooks, templates, and standard operating procedure models;
• Diagnostic algorithms, friction scoring models, profit leakage models, and cost estimation logic;
• Softr portal structures, page layouts, custom code blocks, workflows, and automations;
• Airtable schemas, table designs, field logic, formulas, and data models;
• Configurations of any of the above created for a particular client; and
• All website content, text, graphics, logos, and trademarks of Blue Water Strategic Partners.

Your use of the Services does not transfer ownership of any BWSP intellectual property to you. Subject to these Terms and any Client Agreement, BWSP grants authorized users a limited, non-exclusive, non-transferable, revocable right to use the Services for their organization's internal business purposes only.

As between you and BWSP, your organization retains ownership of the business data it submits to the Services ("Client Data"). You grant BWSP a limited license to host, process, and display Client Data as needed to provide the Services. BWSP may also create and use de-identified, aggregated data that does not identify you, your organization, or any individual to improve its diagnostics and benchmarks. Ownership of any deliverables created specifically for a client is governed by the applicable Client Agreement.

If you send BWSP suggestions or feedback, BWSP may use them without restriction or obligation to you.

6. Third-Party Platforms

The Services are built on and connected to third-party platforms, which may include Netlify, Softr, Airtable, Tally, Stripe, Google Workspace, and workflow-automation and e-signature providers. Your use of features powered by those platforms may also be subject to their terms and policies. BWSP is not responsible for the availability, security, or conduct of third-party platforms, and links to third-party sites are provided for convenience only.

7. Fees and Payments

Fees for consulting or portal services are set out in the applicable Client Agreement, proposal, or invoice. Payments may be processed by Stripe or another payment processor. BWSP does not store full payment card numbers on its own systems.

8. No Professional Advice; Decision-Support Only

Content, dashboards, scores, models, and estimates provided through the Services are decision-support tools. They are not legal, accounting, tax, audit, engineering, licensed contracting, financial or investment, employment-law, or payroll advice, and they are not guarantees of any result. Please review our Earnings & Performance Disclaimer and our Professional Services Boundary Notice, which are part of these Terms.

9. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BWSP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA, CALCULATION, OR OUTPUT WILL BE ACCURATE OR COMPLETE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA, BWSP AND ITS PRINCIPALS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, BWSP'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU OR YOUR ORGANIZATION PAID TO BWSP FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). IF A CLIENT AGREEMENT SETS A DIFFERENT LIMIT, THE CLIENT AGREEMENT CONTROLS.

Nothing in these Terms limits liability that cannot be limited under applicable law.

11. Indemnification

You agree to indemnify and hold harmless BWSP and its principals, employees, and contractors from any claims, losses, and expenses (including reasonable attorneys' fees) arising from your misuse of the Services, your violation of these Terms, or content you submit that infringes or violates the rights of another person.

12. Suspension and Termination

BWSP may suspend or end your access to the Services at any time, with or without notice, including if you violate these Terms or if a Client Agreement ends. Sections that by their nature should survive termination, including intellectual property, disclaimers, limitation of liability, indemnification, and governing law, will survive.

13. Governing Law, Venue, and Time to Bring Claims

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state courts located in Mathews County, Virginia, or the federal court for the district and division that includes Mathews County, and you consent to the personal jurisdiction of those courts.

To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after it arises, and you and BWSP each waive any right to a jury trial.

14. Changes to These Terms

BWSP may update these Terms from time to time. The "Last Updated" date above shows when they were last revised. For material changes, BWSP will email portal account holders at least fifteen (15) days before the changes take effect. Continued use of the Services after the changes take effect means you accept the updated Terms.

15. General

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. BWSP's failure to enforce a provision is not a waiver. You may not assign these Terms without BWSP's prior written consent. These Terms, together with any Client Agreement and the policies referenced here, are the entire agreement between you and BWSP regarding the Services.

16. Contact

Blue Water Strategic Partners LLC, Mathews, Virginia. Email: onboarding@bwstrategicpartners.com.