Welcome to Castaneda & Erdman, LLC and affiliates (“we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of our professional services for hire, including but not limited to Business Strategy, Operations, and Finance Consulting, Company Branding and Marketing Consulting, Workforce Management and Human Resources Consulting, Technology Integration Consulting and Business Education and Mentorship, as well as any related websites, tools, or communications (collectively, the “Services”). By hiring us, requesting our Services, or otherwise engaging with Castaneda & Erdman, LLC and affiliates, you (“Client,” “you,” or “your”) agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use or engage our Services. These Terms form a legally binding agreement between you and Castaneda & Erdman, LLC and affiliates. Please read them carefully.

Relationship Between the Parties & Policy Effective Date

These Terms govern the provision of services for a specific project or engagement and become effective on the date all parties have agreed to these Terms (“Effective Date”). No services will be provided, nor payments accepted, before the Effective Date. If additional services beyond the original scope are requested at any time during the engagement, such services will require written agreement between both parties outlining the nature of the additional work and any related fees. We reserve the right to require a separate agreement for substantial changes or extensions and may decline to provide additional services under these Terms. Castaneda & Erdman, LLC and affiliates provide services as independent contractors. Nothing in these Terms creates an employer-employee relationship, partnership, or joint venture between the parties. We maintain full discretion over how the services are performed.

Terms of Payment

Client agrees to compensate Castaneda & Erdman, LLC and affiliates as follows: A deposit of 50% of the estimated project fee is due upon acceptance of these Terms. The remaining balance is payable upon receipt of our invoice, which will be issued once the Services have been completed. Payments are due within 15 days from the date the invoice is received. If payment is not received by the due date, a late fee of 10% will be applied every two weeks. This late fee may be waived at the sole discretion of the Principal of Castaneda & Erdman, LLC and affiliates in cases of extenuating circumstances.

If the Client requests that we travel outside of the San Luis Obispo area (defined as a ten (10) mile radius from the City of San Luis Obispo), the Client agrees to reimburse us for any reasonable and necessary travel expenses, including but not limited to meals, lodging, airfare, and transportation, in accordance with our internal policies. Additionally, if the Services require us to procure goods or services on behalf of the Client, we will obtain prior written approval before purchasing such items and the Client agrees to reimburse the direct costs. Reimbursements are due within 5 days of receipt of the expense report or the final invoice, whichever comes first. Late fees may apply if reimbursements are not made in a timely manner.

Indemnity

The Client agrees to indemnify, hold harmless, and defend Castaneda & Erdman, LLC and affiliates, including its officers, directors, employees, agents, and affiliates, from and against all claims, demands, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) any activities of the Client or its officers, directors, agents, or employees, including the sale of products or services, caused by any willful or negligent act or omission of the Client or anyone for whom the Client is legally responsible; (b) any acts or omissions by the Client, its employees, or agents in connection with the services provided; (c) any third-party claims resulting from the Client’s use or reliance on Castaneda & Erdman’s deliverables, except to the extent such claims arise from Castaneda & Erdman’s gross negligence or willful misconduct; (d) the Client’s failure to comply with applicable laws, regulations, or third-party obligations; and (e) any conflict of interest that may exist unless such conflict unlawfully and unethically benefits Castaneda & Erdman and the Client was unaware of it.

Castaneda & Erdman and affiliates retain protections under confidentiality obligations, allowing them to maintain knowledge of certain conflicts of interest without breaching these Terms. Accordingly, the Client agrees to indemnify and hold harmless Castaneda & Erdman, LLC from any claims or liabilities arising from such conflicts. The Client also waives all rights of subrogation against Castaneda & Erdman, LLC, its officers, directors, agents, and employees for any losses arising from the Client’s actions.

Notwithstanding these defense obligations, neither the Client nor any attorney engaged by the Client may defend any claim in the name of Castaneda & Erdman or act as its legal representative without prior written consent from Castaneda & Erdman, LLC’s General Counsel or Chief Executive Officer. Castaneda & Erdman, LLC reserves the right to assume its own defense and settlement at any time if it determines that the Client is prohibited from defending it, is not adequately defending its interests, an important governmental principle is involved, or it is otherwise in its best interests. In such cases, Castaneda & Erdman may pursue any claims it has against the Client.

Limitation of Liability

Castaneda & Erdman, LLC and affiliates’ liability for any claims arising out of these Terms shall be limited to the lesser of one hundred dollars ($100.00) or the total fees paid by the Client for the specific services giving rise to the claim. Under no circumstances shall Castaneda & Erdman be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of profits, loss of business, or business interruption, even if advised of the possibility of such damages.

The Client agrees to cooperate fully with Castaneda & Erdman in the defense of any claim covered by this limitation, providing all necessary information and assistance. The Client shall have the right to control the defense and settlement of any such claim, provided that Castaneda & Erdman’s prior written consent is obtained before agreeing to any settlement or compromise that could materially affect Castaneda & Erdman’s interests.

Dispute Resolution

In an effort to resolve any conflicts that may arise during or after the provision of Services, Castaneda & Erdman, LLC and affiliates and the Client agree that all disputes arising out of or relating to these Terms shall first be submitted to non-binding mediation, unless both parties mutually agree otherwise. Both parties commit to making their best efforts in good faith to resolve disputes through mediation. Each party will be responsible for its own costs associated with participation in mediation, while the fees for the mediator will be shared equally between the parties. The venue for any mediation or legal proceedings shall be Santa Barbara County, California.

Governing Law; Venue; Consent to Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any claim, action, suit, or proceeding (“Claim”) arising out of or relating to these Terms between Castaneda & Erdman, LLC and affiliates and the Client shall be brought exclusively in the Superior Court of Santa Barbara County, California. If a Claim must be brought in federal court, it shall be brought exclusively in the United States District Court for the Central District of California (Western Division). Nothing in this section shall be construed as a waiver of any defenses or immunities available to the State of California, including sovereign or governmental immunity or Eleventh Amendment protections. By agreeing to these Terms, the Client consents to the personal jurisdiction of these courts.

Warranties & Representations

Castaneda & Erdman, LLC and affiliates make no guarantees or warranties regarding the success, effectiveness, or outcome of the Services provided. The Client acknowledges that the implementation and ongoing maintenance of any recommendations or solutions are solely the Client’s responsibility. Castaneda & Erdman provides all Services on an “as is” basis and makes no representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Events Outside Our Control

Neither Castaneda & Erdman, LLC and affiliates nor the Client shall be held liable for any delay or failure to perform their obligations under these Terms if such delay or failure is caused by events beyond their reasonable control. Such events include, but are not limited to, acts of God, natural disasters, fire, floods, epidemics or pandemics, war, terrorism, riots, civil unrest, labor strikes or disputes, governmental actions or regulations, power outages, internet or communication failures, or any other unforeseeable circumstances or events beyond the control of the affected party.

Each party agrees to promptly notify the other in writing of the occurrence of any such event, to use reasonable efforts to mitigate the effects of the event, and to resume performance of their obligations as soon as reasonably practicable after the cause of the delay or failure has ended. If a Force Majeure event continues for a period exceeding thirty (30) days, either party may terminate these Terms without liability upon written notice to the other party.

Notice; Party Representatives

Except as otherwise expressly provided in these Terms, any notices required or permitted to be given shall be in writing and delivered by email followed by personal delivery or by prepaid mail to the addresses or email contacts provided by each party. Notices sent by mail shall be deemed given seven (7) calendar days after the date of mailing. Notices delivered personally shall be deemed given upon actual delivery. Routine communications between Castaneda & Erdman, LLC and the Client may be conducted through email, telephone, in person, or other similar electronic means. Representatives for Castaneda & Erdman, LLC and affiliates for notice purposes are as follows:

​Compliance Officer

Mr. ​Hugo A. Castaneda

​Chief Operating Officer

​coo@cbsslo.com

​Post Office Box 184

​Pismo Beach, CA 93448-0184

​CC: Mr. Jacob N. Erdman, CEO

Client information will be collected and used solely for purposes of providing notices and facilitating communication as described herein.

No Waiver

The failure of Castaneda & Erdman, LLC and affiliates to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other provision. All rights and remedies under these Terms remain fully reserved.

Sexual Harassment Policy

Castaneda & Erdman, LLC and affiliates maintain strict policies prohibiting sexual harassment of its officers, directors, employees, agents, and contractors. The Client, along with its employees, agents, and affiliates, is expressly prohibited from engaging in any form of sexual harassment toward Castaneda & Erdman’s personnel or affiliates, regardless of classification. Any violation of this policy may result in immediate termination of services.

Termination of Services

Castaneda & Erdman, LLC and affiliates may terminate these Terms immediately, at any time and for any reason, without prior notice. In such cases, the Client agrees to pay for all Services performed up to the date of termination. Likewise, the Client may terminate these Terms immediately, at any time and for any reason, without prior notice. Upon such termination by the Client, the initial deposit shall be forfeited. If termination occurs, the Client will be responsible for payment of all Services rendered through the termination date. Invoices for outstanding amounts are due immediately upon receipt, and late fees may be applied if payment is not made within three (3) days. In the event the Client terminates after more than fifty percent (50%) of the Services or deliverables have been completed but before final completion, the Client agrees to pay for all work performed to date, calculated at an hourly rate as outlined in the applicable fee schedule. The Client will forfeit the deposit and be invoiced for any additional amounts owed beyond the deposit. If Castaneda & Erdman terminates under these Terms, the Client will pay for work completed but will not automatically forfeit the deposit. This termination provision is intended to fairly compensate Castaneda & Erdman for time and resources dedicated to the project, regardless of notice.

LAST DATE OF REVISION: MAY 2025