InsurCore

Terms of Service

Effective Date: October 5, 2026

Last updated: October 5, 2026

PLEASE READ THESE TERMS CAREFULLY. SECTION 21 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION AND JURY TRIAL WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. SECTIONS 15 THROUGH 18 LIMIT OUR LIABILITY AND REQUIRE YOU TO INDEMNIFY US.

1. Who We Are and What These Terms Cover

These Terms of Service (the “Terms”) are a legally binding agreement between you and Holistic Business Consulting, LLC, a Florida limited liability company, together with its parents, subsidiaries, affiliates, brands (including InsurCore and Epic Conversions), successors and assigns (collectively, “HBC,” “we,” “us” or “our”).

These Terms govern your access to and use of: (a) our websites, including insurcore.io and its subdomains (the “Site”); (b) our web applications, client portals, dashboards, connectors, desktop or on-premises agents, application programming interfaces and related software (the “Platform”); and (c) any data conversion, migration, consulting, implementation, automation, artificial intelligence, support or other professional services we provide (the “Services”). The Site, Platform and Services are referred to together as the “Offerings.”

“You” and “your” mean the individual using the Offerings and, if that individual uses the Offerings on behalf of a company, agency or other organization, that organization as well (the “Customer”).

2. Acceptance of These Terms

You accept these Terms, and agree to be bound by them, when you do any of the following: click or check a box to accept them; create an account; sign in to the Platform; accept a proposal, quote, Statement of Work or order; submit a payment; upload or provide data to us; or otherwise access or use any Offering. If you do not agree to these Terms, you must not access or use the Offerings.

If you accept these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and “you” includes that organization. If you do not have that authority, you must not accept these Terms or use the Offerings, and you will be personally responsible for your use.

You represent that you are at least eighteen (18) years old and legally able to enter into contracts.

3. Business Use Only

The Offerings are designed and provided exclusively for businesses, including insurance agencies, brokerages, carriers, managing general agents and the professionals who work for them. They are not intended for personal, family or household use, and you agree that you are using them solely for business or commercial purposes. To the fullest extent permitted by law, consumer protection laws that apply only to consumer transactions do not apply to your use of the Offerings.

4. How These Terms Relate to Our Other Agreements

Your use of particular Offerings may also be governed by one or more of the following, each of which is incorporated into these Terms by reference: our Master Services Agreement (“MSA”); any proposal, quote, Statement of Work, service order or order form you accept (each, an “Order”); our End User License Agreement (“EULA”); our Privacy Policy; and our Subprocessors list (together, the “Related Agreements”).

If there is a conflict, the following order of precedence applies, but only to the extent of the conflict: (1) a signed Order, solely for the specific engagement it describes; (2) the MSA; (3) the EULA; (4) these Terms; and (5) the Privacy Policy. Where no MSA or Order is in effect between you and HBC, these Terms govern your use of the Offerings in full.

5. Accounts and Security

  • You must provide accurate, current and complete information when you register and keep it updated.
  • Each login is for a single named individual. You may not share credentials or allow anyone else to use your account.
  • You are solely responsible for maintaining the confidentiality of your credentials, for using any security features we make available, and for all activity that occurs under your account, whether or not you authorized it.
  • You must notify us immediately at [email protected] if you suspect any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to protect your credentials or to notify us promptly.
  • Customers are responsible for adding and removing their own users promptly, including when an employee or contractor leaves.

6. Customer Data

6.1 Ownership

As between you and HBC, you retain ownership of the data, files, databases, exports, credentials, documents and other information that you or anyone acting for you provides to us or makes available through the Offerings, including data about your clients, insureds, policies, claims, carriers, commissions and accounting (“Customer Data”).

6.2 License to Us

You grant HBC and its service providers a worldwide, non-exclusive, royalty-free license to access, copy, store, transmit, transform, analyze, map, validate and otherwise process Customer Data as reasonably necessary to provide, secure, support and improve the Offerings, to comply with law, and as otherwise described in the Related Agreements. You also agree that HBC may create and use aggregated or de-identified information derived from use of the Offerings (such as field-mapping patterns, error rates and performance statistics) that does not identify you, any individual or any of your clients, and that such information is owned by HBC.

6.3 Your Responsibilities and Warranties

You represent, warrant and covenant that:

  • you have all rights, licenses, consents and authorizations necessary to provide Customer Data to us and to permit us to process it as described in these Terms, including under any license agreement with the vendor of your source or destination system;
  • you have provided all notices to, and obtained all consents from, your clients, insureds, employees and other individuals that are required for us to process their information, including under the Gramm-Leach-Bliley Act, state insurance privacy and data security laws, and any other applicable law;
  • Customer Data, and our processing of it in accordance with these Terms, will not infringe or misappropriate any third party’s rights or violate any law or contract;
  • you will not provide us with protected health information subject to HIPAA, payment card data subject to PCI DSS, or any other category of data subject to special legal requirements, unless we have first agreed in a signed writing to accept that category of data and any required agreement (such as a business associate agreement) is in place; and
  • you, and not HBC, are responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data.

6.4 Backups and Source Systems

You are solely responsible for creating and maintaining complete, independent and verified backups of all Customer Data, and for keeping your source system, its data and your access to it intact and available, until you have independently verified that the conversion is complete and accurate. HBC is not a backup or archival service. Except as expressly stated in a signed Order, HBC has no obligation to retain Customer Data after an engagement ends, and HBC may delete it in accordance with our retention practices.

6.5 Credentials and System Access

If you give us credentials, remote access, database connections or install one of our connectors or agents on your systems, you authorize us to use that access to perform the Services. You are responsible for the security of your own systems and networks, for granting only the access we need, and for revoking it when the Services are complete. HBC is not responsible for any act or omission of you, your IT providers or your system vendors, or for any condition of your systems.

7. Data Conversion and Migration Services

Data conversion is inherently dependent on the quality, structure and completeness of the source data and on systems that HBC does not control. You acknowledge and agree that:

  • Source data is converted as it exists. HBC does not warrant, and is not responsible for, errors, duplicates, gaps, inconsistencies, corruption or obsolete records that exist in your source data, or for the consequences of converting such data faithfully.
  • Not every field will map. Source and destination systems have different data models. Some data may be transformed, summarized, placed in notes or attachments, or not converted where the destination system has no equivalent. Mapping decisions, defaults and exclusions that you approve, or that are described in your Order or mapping documents, are your decisions.
  • You must review and validate. You are responsible for reviewing test conversions, reconciling record counts and balances, spot-checking clients, policies, premiums, commissions, claims, contacts, attachments and accounting data, and reporting discrepancies in writing during the review period specified in your Order (or, if none is specified, within ten (10) business days after delivery). Anything not reported within that period is deemed accepted.
  • Go-live is your decision. The decision to begin using a destination system, to cut over from a source system, or to retire a source system is solely yours. Once you go live, or begin entering production data into the destination system, the conversion is conclusively deemed accepted.
  • Third-party systems change. Destination and source systems (and their APIs, import tools, schemas and terms) are controlled by their vendors and may change, fail, throttle or reject data without notice. HBC is not responsible for those systems, their vendors, or any delay, cost or defect caused by them.
  • Timelines are estimates. Schedules depend on timely delivery of data, access, decisions and approvals by you and your vendors. HBC is not liable for delays caused by you, your vendors or third parties.
  • Your exclusive remedy for a conversion that does not conform to the applicable Order and is reported within the review period is for HBC to use commercially reasonable efforts to correct the nonconformity or, at HBC’s option, to re-run the affected portion of the conversion.

8. No Professional, Insurance, Legal or Financial Advice

HBC is a technology and consulting company. HBC is not an insurance agency, producer, broker, adjuster, carrier, law firm, accounting firm or tax advisor, and nothing in the Offerings constitutes insurance, legal, accounting, tax, actuarial, compliance or financial advice. HBC does not sell, solicit or negotiate insurance and does not determine coverage. You remain solely responsible for: your insurance licensing and regulatory obligations; your obligations to your clients and insureds; the accuracy of policy, coverage, renewal, premium, commission, trust account and accounting records; record retention requirements; and any errors and omissions exposure arising from your business. You should consult your own qualified advisors before relying on any information made available through the Offerings.

9. Artificial Intelligence Features

Some Offerings use artificial intelligence and machine learning, including services provided by third-party model providers, for tasks such as suggesting field mappings, classifying records, summarizing documents, drafting content and answering questions (“AI Features”). You acknowledge that:

  • AI Features are probabilistic and may produce output that is inaccurate, incomplete, outdated, biased or inappropriate (“AI Output”), even when it appears authoritative;
  • AI Output is provided for your convenience, must be reviewed by a qualified human before you rely on it, and is not a substitute for professional judgment;
  • you are solely responsible for your use of AI Output and for any decision made, action taken or record created based on it; and
  • HBC makes no warranty of any kind regarding AI Output and is not liable for any loss arising from reliance on it.

You must not use AI Features to make automated decisions that produce legal or similarly significant effects on individuals (for example, underwriting, eligibility, pricing or claims decisions) without meaningful human review, or in any manner that violates law or the usage policies of the underlying model providers.

10. Acceptable Use

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

  • use the Offerings in violation of any law or regulation, or to infringe, misappropriate or violate any person’s rights;
  • upload, transmit or store any malicious code, or any data you do not have the right to provide;
  • access or attempt to access any account, data, system or network you are not authorized to access, or probe, scan or test the vulnerability of the Offerings without our prior written permission;
  • copy, modify, translate or create derivative works of the Platform, or reverse engineer, decompile, disassemble or attempt to derive its source code, models, prompts, mapping logic or underlying structure, except to the extent applicable law expressly permits despite this restriction;
  • scrape, crawl or harvest data from the Platform, or use automated means to access it other than through interfaces we provide for that purpose;
  • use the Offerings, or any output of them, to build, train or improve a competing product or service, or to benchmark the Offerings for publication without our written consent;
  • resell, sublicense, rent, lease, time-share or otherwise make the Platform available to any third party other than your authorized users;
  • interfere with or disrupt the integrity or performance of the Offerings, including by imposing an unreasonable load on our infrastructure;
  • remove, obscure or alter any proprietary notice; or
  • use the Offerings to send unsolicited communications or to harass, defame or harm any person.

We may investigate any suspected violation and may cooperate with law enforcement. We may remove content, restrict features or suspend access as described in Section 19.

11. Fees and Payment

  • You agree to pay all fees described in your Order, at the times and in the manner stated there. Unless your Order says otherwise, invoices are due within ten (10) days of the invoice date.
  • Deposits, down payments and fees for Services already performed are non-refundable, including if you cancel an engagement, change destination systems, or decide not to go live, except where a signed Order expressly provides otherwise.
  • Fees are exclusive of all taxes, duties and levies, which you are responsible for (other than taxes on HBC’s net income).
  • Late amounts may incur a late fee of $150 and interest at the lesser of 1.5% per month or the maximum rate permitted by law. You agree to reimburse our reasonable costs of collection, including attorneys’ fees.
  • We may pause or suspend Services and Platform access while any amount is past due, and timelines will be extended accordingly.
  • If you pay by card or other electronic method, you authorize us and our payment processor to charge all amounts due. Card payments may be subject to a processing surcharge where permitted by law. You agree to contact us to resolve any billing concern before initiating a chargeback or payment dispute; an unfounded chargeback is a material breach of these Terms.
  • Billing disputes must be raised in writing within thirty (30) days of the invoice date, or the invoice is deemed accepted.

12. Intellectual Property

The Offerings, and all software, code, connectors, agents, mapping rules and libraries, AI prompts and configurations, templates, methodologies, documentation, designs, text, graphics, logos and other materials that HBC makes available or uses to provide them, together with all improvements and derivative works and all related intellectual property rights (“HBC Technology”), are and remain the exclusive property of HBC and its licensors. Except for the limited rights expressly granted to you in these Terms or a Related Agreement, no rights are granted to you, by implication, estoppel or otherwise. All rights not expressly granted are reserved.

Subject to your compliance with these Terms and payment of all applicable fees, HBC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during your subscription or engagement, solely for your internal business purposes.

Feedback. If you provide suggestions, ideas or other feedback about the Offerings, you grant HBC a perpetual, irrevocable, worldwide, royalty-free right to use and exploit it for any purpose without obligation to you.

13. Third-Party Systems, Services and Trademarks

The Offerings interoperate with, link to, or rely on systems, software, websites and services that HBC does not own or control, including agency management systems, carrier systems, cloud hosting, payment processing, video conferencing and AI model providers (“Third-Party Services”). Your use of any Third-Party Service is governed by your agreement with its provider. HBC does not endorse, warrant or assume responsibility for any Third-Party Service and is not liable for its availability, security, accuracy, changes, outages or acts.

Product and company names referenced on the Site or in the Offerings (for example, Applied Epic, Applied Systems, TAM, AMS360, Sagitta, Vertafore, EZLynx, HawkSoft, QQCatalyst, NowCerts, PartnerXE, Jenesis, AgencyPro, Zoom, Google, Stripe and others) are trademarks of their respective owners. They are used only to identify the systems our Offerings work with. Unless expressly stated, HBC is not affiliated with, sponsored by, or endorsed by any of those companies.

14. Confidentiality and Security

Each party will use reasonable care to protect the other’s non-public information that is identified as confidential or would reasonably be understood to be confidential, and will use it only to perform under these Terms. If you have signed the MSA, its confidentiality terms control.

HBC maintains administrative, technical and physical safeguards that it considers commercially reasonable for the nature of the Offerings. However, no method of transmission, storage or processing is completely secure, and HBC does not guarantee that the Offerings, or any data, will be free from unauthorized access, loss, alteration or disclosure. If HBC confirms a security incident that results in unauthorized access to Customer Data in HBC’s systems, HBC will notify you without unreasonable delay and as required by applicable law, and will provide information reasonably available to HBC to help you meet any obligations you have. You remain responsible for any notifications you are legally required to make to your own clients, insureds and regulators.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED ORDER OR THE MSA, THE OFFERINGS, ALL DELIVERABLES, CONVERTED DATA, AI OUTPUT AND ALL OTHER CONTENT AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” HBC, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT AND SYSTEM INTEGRATION.

WITHOUT LIMITING THE FOREGOING, HBC DOES NOT WARRANT THAT THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT ANY DATA WILL BE CONVERTED COMPLETELY OR ACCURATELY OR WILL NOT BE LOST OR CORRUPTED; THAT ANY DEFECT WILL BE CORRECTED; THAT THE OFFERINGS WILL MEET YOUR REQUIREMENTS OR WORK WITH ANY PARTICULAR THIRD-PARTY SERVICE; OR THAT ANY PARTICULAR BUSINESS, FINANCIAL OR OPERATIONAL RESULT WILL BE ACHIEVED. ANY STATEMENTS ON THE SITE, IN MARKETING MATERIALS OR BY HBC PERSONNEL ABOUT PERFORMANCE, TIMELINES, ACCURACY OR SAVINGS ARE ESTIMATES ONLY AND ARE NOT WARRANTIES.

16. Limitation of Liability

16.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HBC OR ANY OF ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SERVICE PROVIDERS (THE “HBC PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, COMMISSIONS, BUSINESS, CLIENTS, GOODWILL OR ANTICIPATED SAVINGS; LOSS, CORRUPTION OR INACCURACY OF DATA; COST OF RE-KEYING, RECONSTRUCTING OR RE-CONVERTING DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS OR SERVICES; ERRORS AND OMISSIONS CLAIMS, COVERAGE GAPS OR UNINSURED LOSSES; OR REGULATORY FINES OR PENALTIES, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE OFFERINGS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL HBC PARTIES ARISING OUT OF OR RELATING TO THESE TERMS AND THE OFFERINGS, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO HBC FOR THE SPECIFIC OFFERING GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US $100). IF YOU USE ONLY THE SITE, OR ONLY FREE OFFERINGS, HBC’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

16.3 Basis of the Bargain. You acknowledge that HBC has set its fees and entered into these Terms in reliance on the disclaimers and limitations in Sections 15 through 18, that they allocate risk between the parties fairly, and that they form an essential basis of the bargain. They apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, HBC’s liability is limited to the smallest extent permitted by law. Nothing in these Terms limits liability that cannot lawfully be limited, such as liability for fraud or for death or personal injury caused by gross negligence.

17. Indemnification

To the fullest extent permitted by law, you will defend, indemnify and hold harmless the HBC Parties from and against any and all claims, demands, suits, investigations and proceedings brought by any third party or governmental authority, and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys’ and experts’ fees), arising out of or relating to: (a) Customer Data, including any claim that it, or HBC’s processing of it in accordance with these Terms, violates any law or any person’s rights; (b) your or your users’ use or misuse of the Offerings or AI Output; (c) your breach of these Terms or any Related Agreement, or of any representation or warranty you make; (d) your violation of any law or regulation, including insurance, privacy, data security, consumer protection and anti-spam laws; (e) any claim by your clients, insureds, carriers, employees, contractors or system vendors relating to your business or to the conversion or use of your data; or (f) your negligence or willful misconduct. HBC may participate in the defense with counsel of its choice at its own expense. You may not settle any claim that imposes any obligation or admission on an HBC Party without HBC’s prior written consent.

18. Time Limit to Bring Claims

To the maximum extent permitted by law, any claim or cause of action arising out of or relating to these Terms or the Offerings must be commenced within one (1) year after the claim or cause of action first arose. Otherwise, it is permanently barred.

19. Suspension and Termination

We may suspend or terminate your access to all or part of the Offerings, with or without notice, if: you breach these Terms or any Related Agreement; any amount is past due; we reasonably believe your use poses a security, legal or operational risk to HBC, our other customers or any third party; we are required to do so by law or by a Third-Party Service provider; or, for Site-only or free use, at any time for any reason. You may stop using the Offerings at any time; termination of paid Services is governed by your Order and the MSA.

On termination: your right to access the Platform ends; all unpaid fees for Services performed through the termination date become immediately due; and we may delete Customer Data after any retention period stated in your Order, or, if none is stated, after thirty (30) days, unless we are required by law to retain it. Sections 6.2 through 6.4, 7, 8, 9, 11, 12, and 14 through 25, and any other provision that by its nature should survive, survive termination.

20. Governing Law

These Terms, and any dispute arising out of or relating to them or the Offerings, are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and, as to the arbitration agreement in Section 21, by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (or any version of it adopted in any jurisdiction) do not apply.

21. Dispute Resolution; Binding Arbitration; Class Action and Jury Trial Waiver

21.1 Informal Resolution First. Before starting any arbitration or court proceeding, the party with a dispute must send the other a written notice describing the dispute and the relief sought, and the parties must try in good faith to resolve it for at least thirty (30) days. Notices to HBC must be sent to the address in Section 26.

21.2 Agreement to Arbitrate. Except as provided in Section 21.5, any dispute, claim or controversy arising out of or relating to these Terms, the Offerings or the relationship between you and HBC, including the formation, scope, validity, enforceability or arbitrability of this Section, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration will be seated in the county in Florida where HBC maintains its principal place of business, and may be conducted by video conference if both parties agree. The arbitrator must apply Florida law and these Terms, including their limitations of liability, and may not award damages excluded by them. The arbitrator’s award will be final, and judgment on it may be entered in any court of competent jurisdiction. The arbitration and its results will be kept confidential except as needed to enforce the award or as required by law.

21.3 Class Action Waiver. YOU AND HBC EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any form of class or representative proceeding. If this Section 21.3 is found unenforceable as to any claim, that claim must be severed and brought in court under Section 21.6, and the remaining claims will still be arbitrated.

21.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND HBC EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE OFFERINGS.

21.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek temporary, preliminary or permanent injunctive relief, or other equitable relief, in court to protect its intellectual property, confidential information or the security of the Offerings, or to stop unauthorized use, without first using the informal process or arbitration. HBC may also bring an action in court to collect unpaid fees.

21.6 Venue for Court Proceedings. For any matter that is not arbitrated, you and HBC consent to the exclusive jurisdiction and venue of the state and federal courts located in or serving the county in Florida where HBC maintains its principal place of business, and waive any objection based on inconvenient forum.

21.7 Attorneys’ Fees. In any arbitration or court proceeding arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, costs and expenses.

21.8 Precedence of a Signed MSA. If you have signed an MSA that contains its own dispute resolution provision, that provision governs disputes under the MSA and its Orders.

22. Changes to the Offerings and These Terms

We may change, suspend or discontinue any part of the Offerings at any time. We may also update these Terms from time to time. When we do, we will update the “Last updated” date above, and for material changes we will provide additional notice, such as by email, by a notice in the Platform, or by requiring you to accept the updated Terms. Changes take effect when posted unless we state otherwise. Your continued use of the Offerings after the effective date of an update constitutes acceptance of the updated Terms. Changes will not apply retroactively to a dispute of which HBC had actual notice before the change was posted.

23. Electronic Communications and Signatures

You consent to receive communications, agreements, notices, disclosures and invoices from us electronically, including by email and through the Platform, and agree that they satisfy any legal requirement that they be in writing. You agree that clicking “I Agree,” checking an acceptance box, typing your name or using any other electronic means to accept constitutes your electronic signature and is legally binding under the federal Electronic Signatures in Global and National Commerce Act and Florida’s Uniform Electronic Transaction Act (Section 668.50, Florida Statutes). Our electronic records of your acceptance, including the date, time, version accepted, user account, IP address and user agent, are admissible evidence of your acceptance.

24. Non-Solicitation of Personnel

During your use of the Services and for twelve (12) months afterwards, you will not, directly or indirectly, solicit for employment or engage any HBC employee or contractor who performed Services for you, without HBC’s prior written consent. General solicitations not targeted at HBC personnel (such as public job postings) do not violate this Section. You agree that this restriction protects HBC’s legitimate business interests, including its substantial relationships, specialized training and confidential business information, within the meaning of Section 542.335, Florida Statutes.

25. General Terms

  • Entire agreement. These Terms and the Related Agreements are the entire agreement between you and HBC regarding their subject matter and supersede all prior and contemporaneous understandings. Any additional or different terms in your purchase order, vendor portal, or other document are rejected and have no effect, even if HBC accepts or signs that document.
  • Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
  • No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
  • Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. HBC may assign these Terms without consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets.
  • Force majeure. HBC is not liable for any delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, hurricanes, epidemics, war, terrorism, civil unrest, labor disputes, government action, power or internet failures, cyberattacks, and outages or changes of Third-Party Services.
  • Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.
  • No third-party beneficiaries. There are no third-party beneficiaries of these Terms, except that the HBC Parties are intended beneficiaries of Sections 15 through 18 and may enforce them.
  • Export and sanctions. You represent that you are not located in, or a resident of, a country subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list, and you will comply with all applicable export control and sanctions laws.
  • Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against either party as the drafter. You acknowledge that you have had the opportunity to review these Terms with legal counsel of your choosing.
  • Language. These Terms are written in English, and the English version controls over any translation.

26. Contact and Notices

Legal notices to HBC must be in writing and sent by email to [email protected] with a copy by U.S. mail or recognized courier to:

Holistic Business Consulting, LLC
Attn: Legal
5900 Hickey Way
The Villages, FL 32163
(352) 418-0123

We may send notices to you at the email address associated with your account or through the Platform, and those notices are effective when sent.