​Effective Date: Upon purchase of consulting services​​

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These Terms and Conditions (“Agreement”) apply to all individuals or entities (“you” or “Customer”) who purchase or participate in consulting services provided by Akros Group LLC (“Akros,” “we,” or “us”). By purchasing, scheduling, or participating in any Akros session or engagement, you agree to the following terms:

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WHEREAS, Akros has the capability and capacity to provide certain consultant services; and

 

WHEREAS, Customer desires to retain Akros to provide the said services, and Akros is willing to perform such services under the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Akros and Customer hereby agree as follows:

 

1. Services. Akros shall provide to Customer the services set out in Exhibit A, attached hereto and incorporated herein by reference, (“Services”) during the term of this Agreement. Customer shall cooperate with Akros in its performance of the Services and provide access to Customer’s property, premises, employees, contractors, and equipment as required to enable Akros to provide the Services. Customer shall take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Akros’ provision of the Services. This arrangement is a nonexclusive arrangement. No term of this Agreement shall be interpreted to prevent, prohibit or restrict Akros’ right to provide services that are the same as or similar to the Services to any third party.

2. Fees and Expenses. In consideration of the provision of the Services by Akros, Customer shall pay Akros as set forth in Exhibit A. Customer shall reimburse Akros for all reasonable expenses incurred by Akros in connection with its performance of Services. Customer will pay all amounts set forth in such invoices within 30 days of the date of the applicable invoice. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder, and Akros shall be responsible for all taxes based on income received from fees paid by Customer hereunder. All late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.

3. Warranty. Each Party hereby represents and warrants to the other Party as follows: (a) such Party is an entity duly formed, organized and existing in good standing in such Party’s state of formation; (b) such Party has full power and all requisite legal and entity authority to enter into this Agreement; and (c) such Party’s execution, delivery, and performance of this Agreement shall not constitute (i) a violation of any judgment, order, or decree; (ii) a material default under any material contract by which such Party or any of its material assets are bound; or (iii) an event that would, with notice or lapse of time, or both, constitute such a default. THE SERVICES ARE PROVIDED “AS-IS” WITHOUT REPRESENTATION OR WARRANTY. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3, AKROS HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) AKROS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED AND IS NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS WHATSOEVER, WHETHER WRITTEN OR ORAL (FROM OR BY AKROS OR ANY OF ITS AFFILIATES OR REPRESENTATIVES) OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT (OR OTHER RELATED DOCUMENTS EXPRESSLY REFERRED TO HEREIN) AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY RISING OUT OF ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

4. Intellectual Property. Akros agrees to assign and does hereby assigns to Customer all Akros’ ownership, right, title, and interest in and to Work Product, including all intellectual property rights therein. “Work Product” means the materials that are created by Akros specifically for Customer during the course of the engagement contemplated herein, including but not limited to materials based upon Customer’s Confidential Information. Akros and the respective rights holders shall retain all rights, title, and interest in any Independent Asset or third-party materials, and except as otherwise explicitly stated herein, nothing in this Agreement shall be deemed a grant of rights in any Independent Asset, Mapping Asset, or third-party materials. “Independent Asset” means any and all works of authorship, formulas, processes, compositions of matter, databases, mask works, improvements, logos, symbols, designs, and inventions (i) owned or controlled by Akros before the Effective Date, (ii) created by or on behalf of Akros independent of this Agreement, or (ii) otherwise owned, licensed, or controlled by Akros (except for the Mapping Assets). “Mapping Assets” mean Akros’ internal, proprietary statistical mapping system for providing strategy advice. To the extent Work Product provided to Customer by Akros as part of the Services incorporates any Independent Assets or third-party materials, Akros hereby grants Customer a perpetual, irrevocable, worldwide, nonexclusive, sublicenseable, transferable license to use the Independent Assets or third-party materials solely as required for Customer to use the Work Product. Akros reserves the right to withhold any Work Product for delivery to Customer based on Customer’s failure to make timely payment of fees due hereunder. During the term, Akros hereby grants Customer a revocable, non-exclusive, internal use only license to use the Mapping Assets solely as required to receive the Services. Except for the foregoing limited right, nothing herein shall be construed as a grant of rights to Customer in the Mapping Assets. For the avoidance of doubt, Mapping Assets are and shall be considered Akros Confidential Information.

5. Confidentiality. From time to time during the term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, or confidential information of Disclosing Party (“Confidential Information”). Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 5; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information of the Disclosing Party. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Disclosing Party’s Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement and who have agreed to confidentiality terms at least as restrictive as those set forth in this Section 5. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information of the Disclosing Party, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. “Receiving Party’s Group” means the Receiving Party’s employees, officers, directors, agents, independent contractors, subcontractors, attorneys, accountants, and financial advisors. Receiving Party will be responsible and liable for any and all breaches of this Agreement caused by its Receiving Party’s Group. Notwithstanding anything to the contrary herein or elsewhere, Akros shall be free to use and disclose any Residuals resulting from access to Customer’s Confidential Information. “Residuals” means information in non-tangible form which may be retained by persons who have had access to the Confidential Information of Customer, including any ideas, concepts, know-how, or techniques contained in Disclosing Party’s Confidential Information. Akros shall have no obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of such Residuals.

6. Term, Termination, and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated in accordance with this Agreement. Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other Party does not cure such breach within 30 days after receipt of written notice of such breach. Either Party may terminate this Agreement at any time for any reason or no reason upon delivery of 30 days prior written notice to the other. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees and expenses incurred before termination or expiration; (b) Sections 2, 3, 4, 5, 6, 7 and 8 and (c) any other provision of this Agreement that ought to survive to fulfill its purpose.

7. Waiver of Consequential Damages; Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER  OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY COVER, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT AKROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR A BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO AKROS FOR SERVICES HEREUNDER OR $50,000, WHICHEVER IS LESS. THE FOREGOING LIABILITY CAP IS AN AGGREGATE CAP AND MULTIPLE CLAIMS OR MULTIPLE INCIDENTS WILL NOT INCREASE THE CAP.

8. Miscellaneous. Customer covenants and agrees that, subsequent to the execution and delivery of this Agreement and without any additional consideration, Customer shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Agreement. This Agreement: (a) may be modified only by a writing signed by each of the Parties; (b) may be executed in several counterparts, each of which is deemed an original but all of which constitute one and the same instrument; (c) is governed by, and will be interpreted, construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to Delaware’s conflict of laws rules; (d) is binding upon, and will inure to the benefit of, the Parties and their respective successors and permitted assigns; and (e) constitutes the sole and entire agreement of the Parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written or oral negotiations, understandings, agreements, representations, and warranties, with respect to the subject matter herein. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement of the other Party except for those expressly contained in this Agreement. Customer may not directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not Customer is the surviving entity), operation of law, or any other manner, without the prior written consent of Akros. Any purported assignment or delegation in violation of this Section 8 shall be null and void. Each Party expressly consents to the exclusive jurisdiction of the federal, state and local courts in New Castle County, DE to govern all disputes arising out of or relating to this Agreement. The due performance or observance by a Party of any of its obligations under this Agreement may be waived only by a writing signed by the Party against whom enforcement of such waiver is sought, and any such waiver will be effective only to the extent specifically set forth in such writing. The waiver by a Party of any breach or violation of any provision of this Agreement will not operate as, or be construed to be, a waiver of any subsequent breach or violation hereof. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The Parties’ rights and remedies under this Agreement are cumulative. If any legal action is brought to enforce this Agreement, the prevailing Party shall be entitled to receive its attorneys’ fees, court costs, and other collection expenses.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

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Modular Addenda for Specific Audiences

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Addendum A: Startups

• Any startup receiving 1:1 advisory services from Akros acknowledges that deliverables such as Go-To-Market Playbooks, CRM strategy maps, and customized collateral remain co-owned unless otherwise agreed in writing.

• Startups are not permitted to redistribute or white-label Akros Academy content for commercial purposes.

• Pilot proposal templates are for internal or direct payer use only and may not be sold or repurposed for competitors.

 

Addendum B: Experts

• Experts participating in projects agree that any deliverables they co-develop with Akros (e.g., decks, summaries, strategy docs) are licensed to Akros for reuse in future client engagements.

• All Akros-provided briefing documents, data packs, and playbooks remain the intellectual property of Akros Advisory.

• Experts may not record or redistribute sessions or workshops without written permission.

• Experts acknowledge that their sessions may be recorded and commercialized by Akros and agree to grant full rights of use to Akros, including use of name, likeness, and voice in promotional materials and future educational content.

 

Addendum C: Innovation Ecosystem Partners (i.e., Venture Capital Firms, Accelerators, Incubators, Economic Development Agencies)

• IEPs granted access to Akros reports or strategy content for portfolio support may use these internally or share directly with startups in their portfolio.

• Public redistribution of Akros material (e.g., webinars, PDF excerpts) requires written approval.

• IEPs may not reuse custom Akros frameworks (e.g., Akros Access Score, Go-To-Market Playbook structure) in third-party consulting without a license.

 

Addendum D: Akros Akademy Terms

• All content delivered as part of Akros Akademy workshops or master classes (live or recorded) is proprietary to Akros and may not be reused, redistributed, recorded, or repurposed without express written permission.

• Experts participating in Akademy agree to the terms of the Subject Matter Expert Agreement, including IP and publicity rights clauses.

• Akros reserves the right to record, distribute, and commercialize any Akademy session.

• Attendees of live sessions receive access for personal, internal use only. They may not distribute recordings or materials to others.

• Experts are compensated per session and scope as defined in individual project SOWs and agree to Akros' IP assignment and confidentiality clauses.

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Plain-English Summary of Key Terms ("Easy Terms")

• We protect your privacy and never sell your personal data. See our Privacy Policy.

• Don’t misuse our services or content. Be respectful and follow the rules.

• If you post something, you're responsible for it—and it must follow the law.

• We own our tools, templates, and training content. You can’t copy or resell it.

• If you use our paid services, you agree to pay the fees as outlined.

• Given the nature of our services, refunds are limited and based on when you signed up. See Section 7.

• If you're using our tools for a business, make sure you're authorized to do so.

• These Terms may change. If you keep using our Services, that means you accept the new terms.

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​​Your acceptance of these Terms of Use constitutes your agreement to be bound by our Privacy Policy and Copyright Policy.​

 

 

Contact

If you have any questions, please contact us at: info@akrosadvisory.com or (612) 800-2267