CONSULTING SERVICES AGREEMENT

1. SCOPE OF CONSULTING SERVICES

Consulting Services Defined. “Consulting Services” means business advisory services, strategic guidance, market or operational suggestions, general recommendations, informal analyses, templates, frameworks, or other informational support. Consulting Services do not include legal, financial, engineering, tax, accounting, regulatory, or other licensed professional services.

Carmauto will provide Consulting Services as mutually agreed. All Consulting Services are informational in nature and provided solely to assist the Client’s internal decision-making. Carmauto does not guarantee business results, revenue growth, compliance outcomes, operational performance, product success, cost savings, profitability, or any specific measurable result. Consulting Services are non-exclusive. Carmauto may provide similar or identical materials, frameworks, or strategic guidance to other clients.

Nothing in this Agreement creates a fiduciary relationship, agency relationship, partnership, joint venture, or employment relationship between Carmauto and the Client.

2. NATURE OF ADVICE

Consulting Services are not legal advice, financial advice, engineering guidance, or professional services. The Client must seek independent professional counsel before relying on or implementing any recommendation. The Client acknowledges that any examples, forecasts, projections, or models provided by Carmauto are not promises, guarantees, or predictions of performance. The Client is solely responsible for ensuring compliance with all applicable laws, regulations, licensing requirements, and industry standards.

REQUESTING CONSULTING SERVICES. Clients may request Consulting Services by contacting Carmauto at michelle@carmauto.net with a description of the assistance sought, the nature of the project, and any relevant background information needed for preliminary review.

Carmauto may request additional details, documents, or clarifications to determine whether and to what extent Consulting Services can be provided. Carmauto has no obligation to accept any request for Consulting Services and may decline or limit services at its sole discretion. No Consulting Services will commence until Carmauto acknowledges the request and, where applicable, confirms the scope and applicable fees in writing.

3. CLIENT RESPONSIBILITIES

The Client must provide accurate and complete information needed for Consulting Services. Carmauto is not responsible for delays or inaccuracies caused by incomplete or incorrect information.

The Client retains exclusive responsibility for:

• Evaluating Carmauto’s recommendations;
• Deciding whether to implement any suggestion;
• Any consequences arising from implementation;
• Compliance with all laws, regulations, and obligations.

The Client must not mischaracterize Consulting Services as legal, regulatory, or professional advice.

Data Security. The Client is solely responsible for security and protection of its data, systems, and transmissions. Carmauto is not liable for loss, corruption, or breach of Client data.

4. FEES AND PAYMENT

Certain Consulting Services offered through the Platform are provided at no cost as general, introductory, or informational support for Clients. More advanced, customized, or project-based Consulting Services may require payment.

Fees for paid Consulting Services will be set forth in a written proposal, invoice, email, or digital communication from Carmauto. All fees are non-refundable unless expressly stated otherwise. Carmauto may suspend or discontinue Consulting Services for nonpayment of applicable fees.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

“Deliverables” means any written materials, summaries, analyses, frameworks, recommendations, or other work product produced as part of Consulting Services. Carmauto retains all ownership rights to Deliverables, methodologies, templates, research, frameworks, and intellectual property used or created in connection with Consulting Services. The Client receives a limited, non-exclusive, non-transferable license to use Deliverables solely for internal business purposes. Carmauto may use anonymized, aggregate learnings from Consulting Services to improve its offerings, provided no confidential information is disclosed.

6. CONFIDENTIALITY

Each party agrees to protect non-public, confidential information disclosed by the other. Confidentiality obligations do not apply to information that is publicly available, independently developed, or lawfully obtained without restriction.

At the Client’s request, Carmauto will maintain the confidentiality of the Client’s identity, business information, and project details. However, Carmauto may still reference or showcase the work performed, whether provided as a free service or a paid Consulting Service, in an anonymized or de-identified manner that does not reveal the Client’s identity or disclose confidential information.

Nothing in this Section prohibits Carmauto from using aggregated, anonymized learnings or examples to improve its services, develop internal resources, or illustrate general best practices, provided no confidential or identifying information is disclosed.

7. LIMITATION OF LIABILITY

No Liability for Consulting Services. To the fullest extent permitted by law, Carmauto will have no liability whatsoever to the Client for any damages, losses, claims, liabilities, costs, or expenses arising out of or relating to the Consulting Services or Deliverables, whether based on contract, tort, negligence, strict liability, statute, or any other theory of law.

Exclusion of All Damages.

Without limiting the foregoing, Carmauto will not be liable for any:

• Direct damages;
• Indirect damages;
• Incidental damages;
• Consequential damages;
• Special or exemplary damages;
• Punitive damages;
• Reliance or expectation damages;
• Lost profits, lost revenue, lost business, lost data, or business interruption;
• Claims of third parties;
• Or any other form of damages whatsoever.

Sole Exceptions Required by Law. This limitation does not apply to liability that cannot legally be excluded under applicable law, but only to the minimum extent required (e.g., fraud or willful misconduct). No other exceptions apply.

Essential Basis of the Bargain. The Client acknowledges that Consulting Services are provided in reliance on these limitations and that Carmauto would not provide such services absent this provision.

8. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Carmauto and its officers, directors, employees, affiliates, and contractors from any claims, losses, liabilities, or expenses arising out of:

• The Client’s decisions or reliance on Consulting Services;
• Any breach of this Agreement;
• Any violation of applicable law;
• Misrepresentation of the nature or scope of Carmauto’s services.

This indemnification also applies to any claim, loss, liability, or expense that would not have arisen but for the Client’s actions, omissions, decisions, or reliance, whether or not such conduct is specifically listed above.

9. ARBITRATION

Mandatory Individual Arbitration. Any dispute arising out of or relating to Consulting Services, Deliverables, or this Agreement shall be resolved exclusively by binding individual arbitration in the State of Delaware.

Arbitrator’s Limited Authority.

The arbitrator will have no authority whatsoever to:

• Award damages of any kind against Carmauto;
• Award equitable or injunctive relief against Carmauto;
• Modify, expand, or disregard the limitation-of-liability provisions in this Agreement;
• Consolidate claims or preside over class, collective, or representative actions; or
• Exercise any power, remedy, or authority not expressly granted by this Agreement.

Any action, remedy, or form of relief not expressly authorized herein is outside the arbitrator’s jurisdiction and is strictly prohibited.

No Refunds Through Arbitration. The Client is not entitled to any refund, reimbursement, or return of fees through arbitration, dispute resolution, or any other process.

No Class Actions. The Client waives any right to bring or participate in class, collective, representative, or mass arbitration.

Survival. This arbitration agreement survives termination of the relationship.

10. TERM, TERMINATION, AND SURVIVAL

Either party may terminate Consulting Services at any time by written notice. All sections regarding intellectual property, confidentiality, limitations of liability, indemnification, arbitration, and payment obligations survive termination.

11. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Delaware.

12. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS

This Agreement constitutes the entire agreement between the parties regarding Consulting Services and supersedes all prior discussions.

Any request for Consulting Services, communication seeking Consulting Services, payment for Consulting Services, or acceptance of Deliverables constitutes full acceptance of this Agreement and its incorporated terms. No signature is required for enforceability.

13. Contact Information

If you have questions about this CSA Policy or our Services, you may contact us at:

14. ACKNOWLEDGMENT AND ASSUMPTION OF RISK

By requesting, purchasing, accessing, or using any Consulting Services, the Client expressly acknowledges, understands, and agrees that:

1. Nature of Services. The Client understands that Consulting Services are strictly informational and do not constitute legal, financial, tax, engineering, accounting, regulatory, compliance, or other professional services. Carmauto is not licensed to provide such services, and the Client must seek independent qualified advisors for any regulated or professional guidance.
2. Independent Decision-Making. The Client is solely responsible for evaluating all recommendations, deciding whether to implement them, and determining their suitability. The Client accepts full and exclusive responsibility for all decisions, actions, or inactions taken in reliance on Consulting Services or Deliverables.
3. Assumption of Risk. The Client knowingly assumes all risks associated with the use, reliance, or implementation of Consulting Services or Deliverables, including operational, financial, strategic, compliance, and business risks.
4. No Guarantees. The Client understands that Consulting Services do not guarantee any business results, performance improvements, compliance outcomes, revenue increases, or other measurable results. Any examples or projections are illustrative only.
5. Superseding Limitations of Liability. The Client understands and agrees that the limitation of liability provisions in Section 7 of this Agreement are material, fundamental, non-negotiable, and supersede and replace any inconsistent provisions in the Terms with respect to Consulting Services. The Client acknowledges that Carmauto’s liability for Consulting Services may be zero, except where exclusion is prohibited by law.
6. Arbitration Requirement. The Client agrees that all disputes relating to Consulting Services shall be resolved exclusively by binding individual arbitration under Section 9 of this Agreement. The Client further acknowledges that the arbitrator has no authority to award damages, refunds, reimbursements, or equitable relief against Carmauto.
7. Waiver of Class or Representative Actions. The Client waives all rights to bring or participate in class, collective, representative, or mass arbitration or litigation relating to Consulting Services.
8. Reliance and Enforceability Without Signature. The Client agrees that submitting a request for Consulting Services, making a payment, receiving Deliverables, or communicating with Carmauto regarding Consulting Services constitutes the Client’s full acceptance of this Agreement and its incorporated terms. A handwritten signature is not required for enforceability.

By using or requesting Consulting Services, the Client confirms that they have read, understood, and voluntarily accepted all terms of this Consulting Services Agreement, including all disclaimers, indemnification obligations, arbitration requirements, and limitations of liability.