Owner Services Terms

1. Services and Fees

The Client buys the services selected at checkout (or in a written order). All fees are flat fees or fixed monthly retainers. They are earned for the work described and are not contingent on any sale, investment, financing, introduction, or other transaction.

One-time services under $1,000 are paid 100% upfront. One-time services of $1,000 or more require a 50% deposit at signing, with the balance due on delivery. Monthly services are billed monthly in advance.

Website builds include two (2) rounds of revisions. Additional revisions or out-of-scope work are billed at $75/hour with the Client's prior written approval. Prices are for one location unless stated. Fees exclude third-party costs (domains, hosting, paid tools) unless stated, and exclude applicable taxes.

2. What We Do Not Do

Ellsworth Capitol does not, under these Terms or otherwise:

(a) give any valuation, appraisal, price range, multiple, EBITDA adjustment, or opinion of what the business is worth or would sell for;

(b) prepare confidential information memoranda (CIMs), teasers, offering materials, or other documents used to offer or sell any business, securities, or assets;

(c) negotiate, structure, or advise on any transaction or its terms;

(d) receive, hold, or transmit any funds or securities in connection with any transaction;

(e) provide legal, tax, accounting, investment, or securities advice.

Ellsworth Capitol is not a broker-dealer, investment adviser, business broker, appraiser, or agent or fiduciary of the Client. The Client will rely on its own attorney, CPA, and other advisers for all such matters.

3. Independence From Introductions

Introductions to private equity firms and family offices are free for owners and are separate from these services. Buying any service is not required for an introduction and gives no priority, preference, discount, or other advantage in introductions. Declining or ending a service has no effect on introductions. No fee will be credited, refunded, increased, or adjusted because of any introduction, sale, investment, or closing. Ellsworth Capitol will not accept any compensation from the Client tied to a transaction. If the Client is later introduced to a buyer member, Ellsworth Capitol will disclose this paid engagement to that buyer as described in the attached Conflict-of-Interest Disclosure.

4. No Guarantees; Disclaimer of Warranties

Services and deliverables are provided "AS IS" and "AS AVAILABLE." To the fullest extent permitted by law, Ellsworth Capitol disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement (except as to its own original work). Ellsworth Capitol does not guarantee any search ranking, traffic, leads, calls, number or content of reviews, revenue, buyer interest, introduction, sale, sale price, or valuation outcome. Results depend on third parties (including Google and other platforms) and market conditions outside our control.

5. Review Management Compliance

All review activity will comply with the FTC Trade Regulation Rule on the Use of Consumer Reviews and Testimonials, 16 CFR Part 465 (effective Oct. 21, 2024), FTC Endorsement Guides (16 CFR Part 255), and platform policies (including Google's). Neither party will create, buy, or post fake reviews; offer incentives conditioned on positive sentiment; selectively solicit only satisfied customers where prohibited by platform policy ("review gating"); suppress reviews; or post reviews by insiders without disclosure. The Client confirms that review requests go only to real customers and that it has consent to contact them.

6. Ownership and Intellectual Property

Once all fees for a deliverable are paid in full, the Client owns the website design, custom code, written content, and reports created for it, and the Client's domain, Google Business Profile, and accounts stay in the Client's name. Ellsworth Capitol keeps its pre-existing tools, templates, and know-how and grants the Client a perpetual, non-exclusive license to any of them included in the deliverables. Third-party themes, plugins, fonts, and images are subject to their own licenses. Ellsworth Capitol may keep a copy of its work for its records and, with the Client's written permission, use it in its portfolio.

6A. Website Suite Term and Early Cancellation

The Website Suite has a minimum term of 12 months. During the term, Ellsworth Capitol hosts and maintains the site. If the Client cancels before the minimum term ends, the Client may (a) buy out the remaining monthly fees for the minimum term and receive the site files, content, and domain transfer; or (b) decline the buyout, in which case Ellsworth Capitol may take the site offline after 30 days, while the Client keeps its domain, Google Business Profile, and its own content. After the minimum term, ownership passes to the Client as in Section 6, and the Client may continue month to month or cancel on 30 days' notice.

7. Term and Cancellation

One-time services end on delivery. Either party may cancel a monthly retainer with 30 days' written notice; fees for the notice period are due, and prepaid amounts are not refundable except as required by law. Ellsworth Capitol may suspend services if payment is more than 15 days late. On termination, Ellsworth Capitol will transfer account access and files to the Client within a reasonable time after payment.

8. Confidentiality

Each party will keep the other's non-public information confidential and use it only for this engagement. Ellsworth Capitol will not share Client information with any buyer, investor, or third party without the Client's separate written consent. This is in addition to, not instead of, any NDA or seller consent form.

9. Limitation of Liability

To the fullest extent permitted by law: (a) Ellsworth Capitol's total liability arising out of or relating to these Terms or the services, under any theory, will not exceed the fees the Client actually paid to Ellsworth Capitol in the three (3) months before the event giving rise to the claim; and (b) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, a lost or delayed sale, a lower sale price, or diminution in business value, even if advised of the possibility. These limits do not apply to the Client's payment obligations, either party's indemnity obligations, or liability for fraud, gross negligence, or willful misconduct, or where the law does not permit them.

9A. Healthcare Clients

If the Client is a healthcare provider, the Client is solely responsible for compliance with HIPAA (45 CFR Parts 160 and 164), state patient-privacy laws, and state and professional advertising rules. Ellsworth Capitol will not include patient protected health information (PHI) in any review response, post, or content. It will not confirm or imply that any person is or was a patient, and it will use only general, non-identifying responses approved by the Client. The Client will not give Ellsworth Capitol PHI unless a business associate agreement is in place.

10. Client Responsibilities

The Client will provide accurate information and timely access and approvals, and is responsible for the accuracy of its own content and for its compliance with laws that apply to its industry (including healthcare advertising and privacy rules, if any).

11. Indemnity

The Client will defend, indemnify, and hold harmless Ellsworth Capitol and its members, employees, and contractors from third-party claims, losses, fines, and reasonable attorney fees to the extent arising from: (a) content, data, trademarks, images, or other materials the Client provides; (b) the Client's products, services, reviews, review requests, or customer communications; (c) the Client's compliance with HIPAA, privacy, healthcare, advertising, licensing, and other laws that apply to its business; (d) acts or advice of the Client's own attorneys, accountants, brokers, or other advisers, or of any buyer or investor; (e) the Client's use of third-party platforms (including Google) or breach of their terms; or (f) the Client's breach of these Terms. This indemnity does not cover claims to the extent caused by Ellsworth Capitol's own negligence or misconduct. Ellsworth Capitol will give prompt notice and reasonable cooperation, and may take part with its own counsel at its own expense.

12. Payment Terms, Suspension, Late Fees, Chargebacks, Third-Party Costs

(a) Amounts not paid when due accrue a late charge of 1.5% per month (18% per year), or the highest rate allowed by law if lower, from the due date. (b) Ellsworth Capitol may suspend services, take a hosted site offline, or withhold transfer of deliverables if any amount is more than 15 days overdue, after email notice. Fees keep accruing for committed terms. (c) Before disputing a charge with a card issuer, the Client agrees to contact Ellsworth Capitol first and give it 15 days to resolve the issue. If a chargeback is filed for services that were provided as agreed, the Client will reimburse the disputed amount and any chargeback fees, and Ellsworth Capitol may suspend services until it is resolved. This does not limit any right the Client has under card-network rules or law. (d) The Client is responsible for, and will keep in its own name where possible, all third-party accounts and fees (domains, hosting outside the Website Suite, software, ad spend, platform fees, and taxes).

13. Dispute Resolution: Arbitration, Class Waiver, Jury Waiver

(a) Informal resolution. Before starting any proceeding, a party will send a written notice of the dispute, and the parties will try in good faith to resolve it for 30 days.

(b) Binding arbitration. Any unresolved dispute arising out of or relating to these Terms or the services, including its scope or enforceability, will be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or another Utah ADR provider the parties agree on), before one arbitrator, seated in Salt Lake County, Utah. Hearings may be held by video. This clause is governed by the Federal Arbitration Act and, to the extent not inconsistent, the Utah Uniform Arbitration Act (Utah Code Title 78B, Chapter 11). Judgment on the award may be entered in any court with jurisdiction. Ellsworth Capitol will pay any AAA filing and arbitrator fees owed by the Client above $250, unless the arbitrator finds the Client's claim frivolous.

(c) Small claims and injunctions. Either party may instead bring an individual claim in small claims court in Salt Lake County, or seek a court injunction to protect confidential information or intellectual property.

(d) Class and collective action waiver. Claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims. If this waiver is found unenforceable for a claim, that claim (and only that claim) goes to court, and is stayed pending the arbitration of individual claims.

(e) Jury waiver. To the extent any dispute is decided in court, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY.

(f) Time limit. Any claim must be brought within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to it, or it is barred, unless a longer period is required by law. This applies to both parties.

(g) Attorney fees. In any arbitration or court proceeding to enforce or interpret these Terms, the prevailing party may recover its reasonable attorney fees and costs. This is mutual (see Utah Code 78B-5-826).

14. Governing Law and Venue

These Terms is governed by Utah law, without regard to conflict-of-law rules. Subject to Section 13, exclusive venue for any court proceeding is the state or federal courts located in Salt Lake County, Utah, and each party consents to their jurisdiction.

15. General Terms

(a) Independent contractor. Ellsworth Capitol is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship.

(b) No reliance; entire agreement. These Terms, with any signed scope attachments, is the entire agreement for the services and replaces all prior proposals, statements, and discussions. The Client confirms it is not relying on any statement or promise not written in these Terms. It does not replace any separate seller consent form or NDA.

(c) Business purpose. The Client represents that it is buying the services for business purposes, not personal, family, or household purposes.

(d) Force majeure. Neither party is liable for delays caused by events beyond its reasonable control (including platform outages, Google policy changes, internet or power failures, natural disasters, government action, or illness). Payment obligations for services already provided are not excused.

(e) Assignment. The Client may not assign these Terms without Ellsworth Capitol's written consent. Ellsworth Capitol may assign it to an affiliate or successor, or use qualified subcontractors, and stays responsible for their work.

(f) Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted (and a court or arbitrator may modify or "blue-pencil" it to that extent), and the rest of the letter stays in effect.

(g) Reviews and feedback. Nothing in these Terms restricts the Client's right to post an honest review of Ellsworth Capitol, consistent with the Consumer Review Fairness Act (15 U.S.C. 45b).

(h) Notices. Notices may be sent by email to the addresses in these Terms (or as later updated in writing) and are effective when sent, unless a bounce-back is received. Legal process may also be served on the registered agent.

(i) Electronic acceptance. These Terms may be accepted electronically, including by e-signature or by clicking to accept or completing a checkout, under the Utah Uniform Electronic Transactions Act (Utah Code Title 46, Chapter 4) and the federal E-SIGN Act (15 U.S.C. 7001 et seq.). Electronic records and signatures have the same effect as originals.

(j) Survival. Sections 2, 3, 4, 6, 8, 9, 11, 12, 13, 14, and 15 survive termination or expiration.

(k) Amendments and waiver. Changes must be in writing and accepted by both parties (email is enough). Not enforcing a right is not a waiver of it.

Questions: use the contact form. Ellsworth Capitol LLC, 406 South Jordan Parkway, Suite 450, South Jordan, UT 84095.