Client acknowledges and agrees that all Deliverables provided by the Firm are rendered strictly "AS IS" and "WITH ALL FAULTS." The Firm makes no representations, warranties, or guarantees, express or implied, regarding the accuracy, statistical validity, completeness, timeliness, or predictive capability of the Deliverables. Client expressly agrees that it is a sophisticated institutional entity capable of evaluating risk independently, and that any business, financial, investment, M&A, litigation, regulatory, or strategic decisions made by Client are made at Client's sole and exclusive risk. Client agrees to place no legal reliance upon the Deliverables.

Under no legal, equitable, or statutory theory — including but not limited to negligence, breach of contract, strict liability, misrepresentation, or tort — shall the Firm, its Principals, officers, agents, affiliates, contractors, or any related entity be liable to Client or any third party for any damages whatsoever, whether direct, indirect, consequential, punitive, incidental, special, exemplary, or otherwise, including but not limited to lost profits, lost revenue, lost capital, loss of business opportunity, diminution in value, regulatory penalties, or litigation costs, arising out of or related to the Deliverables. The Firm's maximum aggregate liability arising from any engagement is zero (USD $0.00). Any voluntary adjustment, redelivery, or revision provided by the Firm shall be construed exclusively as a goodwill gesture and shall not constitute an admission of fault, liability, or obligation.

Client shall fully indemnify, defend, and hold harmless the Firm and its Principals from and against any and all claims, demands, lawsuits, regulatory actions, investigations, fines, penalties, or liabilities brought by any third party — including government entities, regulatory bodies, and co-investors — arising out of or related to Client's use, misuse, redistribution, or reliance upon the Deliverables. This indemnification applies irrespective of whether the claim asserts the Deliverables contained errors, omissions, or inaccuracies.

All Deliverables are provided for the exclusive use of the named recipient. Distribution, reproduction, forwarding, summarizing, or disclosure of any Deliverable — in whole or in part, in any form or medium — to any third party without the prior written consent of the Firm is strictly prohibited. Unauthorized distribution constitutes a material breach and will result in immediate termination of the engagement and forfeiture of all prepaid fees.

All professional fees are non-refundable upon commencement of analytical work. The Firm engages exclusively on its proprietary engagement framework. The Firm does not execute client-provided vendor agreements, master services agreements, or procurement contracts. Payment terms, scope, and timelines are established in a Firm-issued Statement of Work (SOW) prior to commencement. Engagement is deemed accepted upon receipt of payment or execution of the SOW.

These terms and any engagement governed hereby shall be construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of laws principles. Any dispute arising from or related to the Firm's services shall be resolved exclusively through binding arbitration administered under the rules of the American Arbitration Association (AAA) in Wilmington, Delaware. Each party shall bear its own costs of arbitration. Client expressly waives any right to trial by jury.

Deliverables may contain predictive analysis derived in part from automated data aggregation and computational modeling. The Firm is not a registered investment advisor, broker-dealer, or legal counsel. No Deliverable constitutes investment advice, legal advice, or a recommendation to buy, sell, or hold any security or financial instrument. The Firm does not guarantee the availability of any particular analytical resource, data source, or computational methodology for any engagement.