Legal

Terms of Use

Effective Date: July 22, 2026

These Terms of Use ("Agreement") set forth the legally binding terms for your engagement or use of services from Cultivate Lead Management, LLC d/b/a Cedar Well Advisors ("Company," "we," "us," or "our"), as indicated on your proposal or engagement agreement. If this Agreement conflicts with a signed engagement agreement, the engagement agreement controls.

1. The Services

Your engagement may include sell-side mergers and acquisitions advisory services for your practice or business, such as valuation analysis, preparation of marketing materials, identification of and outreach to prospective buyers, negotiation support, and transaction management, as indicated in your engagement agreement (the "Services"). If you are provided login credentials, data room access, or other confidential access materials, you agree not to share them with anyone outside your organization and your professional advisors.

Your engagement may include sell-side mergers and acquisitions advisory services for your practice or business, such as valuation analysis, preparation of marketing materials, identification of and outreach to prospective buyers, negotiation support, and transaction management, as indicated in your engagement agreement (the "Services"). If you are provided login credentials, data room access, or other confidential access materials, you agree not to share them with anyone outside your organization and your professional advisors.

2. Payment

Fees, including any retainer, monthly, or success-based fees, will be set out in your engagement agreement. You agree to pay the amounts due and not to dispute or reverse charges with your bank or credit card company without first contacting us. Company is not responsible for overdraft, over-limit, or NSF fees charged by your bank or credit card company.

Missed payments may result in suspension or termination of Services. If, 30 days after a missed payment, you have not made arrangements with Company to cure the payment, your Services may be cancelled and no fees will be refunded.

Interest shall accrue at the lesser of 2.0% per month or the maximum amount permitted by applicable law (the "Late Fee") on any fees unpaid beyond their due date. In the event of a good-faith dispute over fees, you agree to pay any undisputed amounts, and the Late Fee will not accrue on disputed amounts if paid within 30 days of resolution.

You have 60 days from any payment to notify Company of any billing errors. If you do not notify us within that period, the payment is deemed accepted and cannot later be disputed. Upon notice of an error, Company has 30 days to correct it.

If you default on payment, all outstanding unpaid amounts become immediately due and payable. Any success fee earned under your engagement agreement, including during any tail period it describes, remains payable as set out there.

Fees, including any retainer, monthly, or success-based fees, will be set out in your engagement agreement. You agree to pay the amounts due and not to dispute or reverse charges with your bank or credit card company without first contacting us. Company is not responsible for overdraft, over-limit, or NSF fees charged by your bank or credit card company.

Missed payments may result in suspension or termination of Services. If, 30 days after a missed payment, you have not made arrangements with Company to cure the payment, your Services may be cancelled and no fees will be refunded.

Interest shall accrue at the lesser of 2.0% per month or the maximum amount permitted by applicable law (the "Late Fee") on any fees unpaid beyond their due date. In the event of a good-faith dispute over fees, you agree to pay any undisputed amounts, and the Late Fee will not accrue on disputed amounts if paid within 30 days of resolution.

You have 60 days from any payment to notify Company of any billing errors. If you do not notify us within that period, the payment is deemed accepted and cannot later be disputed. Upon notice of an error, Company has 30 days to correct it.

If you default on payment, all outstanding unpaid amounts become immediately due and payable. Any success fee earned under your engagement agreement, including during any tail period it describes, remains payable as set out there.

3. Refund Policy

All payments, including retainers, are final and non-refundable, except as expressly stated in your engagement agreement.

All payments, including retainers, are final and non-refundable, except as expressly stated in your engagement agreement.

4. Term

This Agreement remains in effect through the term indicated in your engagement agreement. Failure to pay required fees may result in Company terminating the Agreement early and discontinuing the Services. Provisions that by their nature should survive termination (including payment, confidentiality, indemnity, and limitation of liability) survive it.

This Agreement remains in effect through the term indicated in your engagement agreement. Failure to pay required fees may result in Company terminating the Agreement early and discontinuing the Services. Provisions that by their nature should survive termination (including payment, confidentiality, indemnity, and limitation of liability) survive it.

5. Your Responsibilities

You agree to provide complete and accurate information about your practice or business and to inform us promptly of any material change. Company relies on the information you provide without independent verification. All decisions about whether to pursue, accept, or close a transaction are yours alone. You are responsible for retaining your own legal, tax, and accounting advisors.

You agree to provide complete and accurate information about your practice or business and to inform us promptly of any material change. Company relies on the information you provide without independent verification. All decisions about whether to pursue, accept, or close a transaction are yours alone. You are responsible for retaining your own legal, tax, and accounting advisors.

6. Confidentiality

Each party will keep the other's non-public business, financial, and operational information confidential and use it only for the purposes of the Services. With your authorization, Company may share your information with prospective buyers, investors, lenders, and advisors, generally under a non-disclosure agreement. Company does not guarantee that third parties will honor their confidentiality obligations.

You agree not to provide protected health information (PHI) or patient records to Company unless a business associate agreement or other appropriate safeguard is in place.

Each party will keep the other's non-public business, financial, and operational information confidential and use it only for the purposes of the Services. With your authorization, Company may share your information with prospective buyers, investors, lenders, and advisors, generally under a non-disclosure agreement. Company does not guarantee that third parties will honor their confidentiality obligations.

You agree not to provide protected health information (PHI) or patient records to Company unless a business associate agreement or other appropriate safeguard is in place.

7. Results Disclaimer

Company cannot and does not guarantee that your practice or business will be sold, or any specific valuation, buyer, deal terms, timeline, or closing, unless expressly stated in writing and signed by an officer of Company. Outcomes depend on many factors outside Company's control, including market conditions, buyer interest, financing, diligence findings, and your own decisions. Company does not provide legal, tax, accounting, medical, or investment advice.

Company cannot and does not guarantee that your practice or business will be sold, or any specific valuation, buyer, deal terms, timeline, or closing, unless expressly stated in writing and signed by an officer of Company. Outcomes depend on many factors outside Company's control, including market conditions, buyer interest, financing, diligence findings, and your own decisions. Company does not provide legal, tax, accounting, medical, or investment advice.

8. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY OR EXPAND COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY OR EXPAND COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.

9. Testimonials and Transaction Announcements

If you provide a testimonial, review, or feedback regarding the Services, you authorize Company to use your name, practice name, and the content of your testimonial for marketing purposes, unless you request otherwise in writing. Company will not announce or publicize a completed transaction (including in a tombstone or case study) or use your photo, audio, or video likeness without your separate written consent.

If you provide a testimonial, review, or feedback regarding the Services, you authorize Company to use your name, practice name, and the content of your testimonial for marketing purposes, unless you request otherwise in writing. Company will not announce or publicize a completed transaction (including in a tombstone or case study) or use your photo, audio, or video likeness without your separate written consent.

10. Relationship of the Parties

Nothing in this Agreement gives either party the power to direct or control the day-to-day activities of the other, or makes the parties partners, joint venturers, or co-owners. Company acts as an independent advisor. Neither party has authority to bind the other by contract or otherwise, and Company has no authority to sign any agreement on your behalf.

Nothing in this Agreement gives either party the power to direct or control the day-to-day activities of the other, or makes the parties partners, joint venturers, or co-owners. Company acts as an independent advisor. Neither party has authority to bind the other by contract or otherwise, and Company has no authority to sign any agreement on your behalf.

11. Modification

Company may modify this Agreement from time to time, effective upon posting to the Company website. Continued use of the Services after a modification is posted constitutes acceptance of the changes. Modifications do not change the terms of a signed engagement agreement unless both parties agree in writing.

Company may modify this Agreement from time to time, effective upon posting to the Company website. Continued use of the Services after a modification is posted constitutes acceptance of the changes. Modifications do not change the terms of a signed engagement agreement unless both parties agree in writing.

12. Assignment

You may not assign this Agreement, in whole or in part, without Company's prior written consent; any attempted assignment in violation of this section is void. Company may assign or transfer its rights and obligations under this Agreement.

You may not assign this Agreement, in whole or in part, without Company's prior written consent; any attempted assignment in violation of this section is void. Company may assign or transfer its rights and obligations under this Agreement.

13. Third-Party Beneficiaries

This Agreement is solely for the benefit of the parties and their successors and permitted assigns and confers no rights on any other person or entity, including any prospective buyer.

This Agreement is solely for the benefit of the parties and their successors and permitted assigns and confers no rights on any other person or entity, including any prospective buyer.

14. Waiver

No failure to exercise or enforce any right under this Agreement acts as a waiver of that right or of any subsequent breach.

No failure to exercise or enforce any right under this Agreement acts as a waiver of that right or of any subsequent breach.

15. Severability

If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. If the unenforceable provision is essential, the parties will negotiate a suitable replacement.

If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. If the unenforceable provision is essential, the parties will negotiate a suitable replacement.

16. Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control (e.g., acts of God, fire, flood, war, strike, embargo, government regulation, or acts of third-party providers), except that you remain obligated to pay amounts owed. If a force majeure event is not cured within 30 days, the other party may terminate this Agreement.

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control (e.g., acts of God, fire, flood, war, strike, embargo, government regulation, or acts of third-party providers), except that you remain obligated to pay amounts owed. If a force majeure event is not cured within 30 days, the other party may terminate this Agreement.

17. Construction

This Agreement will be construed fairly according to the plain meaning of its terms, with no presumption against the drafting party.

This Agreement will be construed fairly according to the plain meaning of its terms, with no presumption against the drafting party.

18. Remedies

The rights and remedies set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available at law or in equity.

The rights and remedies set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available at law or in equity.

19. Binding Effect

This Agreement binds and benefits the parties and their successors, legal representatives, heirs, and permitted assigns.

This Agreement binds and benefits the parties and their successors, legal representatives, heirs, and permitted assigns.

20. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES. COMPANY'S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00), REGARDLESS OF WHETHER THE CLAIM IS BASED IN WARRANTY, CONTRACT, TORT, OR OTHERWISE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES. COMPANY'S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00), REGARDLESS OF WHETHER THE CLAIM IS BASED IN WARRANTY, CONTRACT, TORT, OR OTHERWISE.

21. Intellectual Property

"Intellectual Property" means all of the following owned by Company: (i) trademarks, service marks, and trade names, and associated goodwill; (ii) software and computer programs; (iii) databases, buyer lists, valuation models, templates, marketing materials, and online content; (iv) trade secrets; (v) copyrights in all works; and (vi) domain names (collectively, "Intellectual Property Rights"). Company grants no right or license to you in its Intellectual Property Rights by implication, estoppel, or otherwise, except that you may use materials prepared for your engagement in connection with your transaction. Information you provide about your practice or business remains yours. You will not remove or alter any proprietary, confidentiality, trademark, or copyright notices on materials received from Company.

"Intellectual Property" means all of the following owned by Company: (i) trademarks, service marks, and trade names, and associated goodwill; (ii) software and computer programs; (iii) databases, buyer lists, valuation models, templates, marketing materials, and online content; (iv) trade secrets; (v) copyrights in all works; and (vi) domain names (collectively, "Intellectual Property Rights"). Company grants no right or license to you in its Intellectual Property Rights by implication, estoppel, or otherwise, except that you may use materials prepared for your engagement in connection with your transaction. Information you provide about your practice or business remains yours. You will not remove or alter any proprietary, confidentiality, trademark, or copyright notices on materials received from Company.

22. SMS/Text Messaging Program

By providing your information, you give Cultivate Lead Management, LLC d/b/a Cedar Well Advisors permission to communicate with you by email, voice, or phone regarding announcements and information relevant to the Services.

Company offers an SMS messaging program for clients and prospective clients who voluntarily opt in. End users provide consent by selecting an optional, unchecked SMS consent checkbox on our contact or consultation forms at https://www.cedarwelladvisors.com. Providing a phone number alone does not constitute consent; you must affirmatively select the SMS opt-in checkbox to receive text messages.

The SMS program includes appointment confirmations, reminders, responses to inquiries, client support communications, and (for those who separately opt in) promotional messages. Message frequency varies, typically 1–4 messages per week. Message and data rates may apply. Check with your carrier for details.

Consent to receive SMS messages is not a condition of any purchase or engagement. Cultivate Lead Management, LLC does not sell or share mobile information with third parties for marketing purposes.

By providing your information, you give Cultivate Lead Management, LLC d/b/a Cedar Well Advisors permission to communicate with you by email, voice, or phone regarding announcements and information relevant to the Services.

Company offers an SMS messaging program for clients and prospective clients who voluntarily opt in. End users provide consent by selecting an optional, unchecked SMS consent checkbox on our contact or consultation forms at https://www.cedarwelladvisors.com. Providing a phone number alone does not constitute consent; you must affirmatively select the SMS opt-in checkbox to receive text messages.

The SMS program includes appointment confirmations, reminders, responses to inquiries, client support communications, and (for those who separately opt in) promotional messages. Message frequency varies, typically 1–4 messages per week. Message and data rates may apply. Check with your carrier for details.

  • You must be 18 years of age or older to use this SMS service.
  • Carriers are not liable for delayed or undelivered messages.
  • You may opt out at any time by replying STOP to any message. For assistance, reply HELP or contact us at matt@cultivateleads.us or 205-907-6826.

Consent to receive SMS messages is not a condition of any purchase or engagement. Cultivate Lead Management, LLC does not sell or share mobile information with third parties for marketing purposes.

23. Mediation

All disputes arising under this Agreement will first be referred to senior representatives of each party, who will use best efforts to resolve the dispute informally within 30 days (or a longer period by mutual agreement) before proceeding to arbitration under Section 24.

All disputes arising under this Agreement will first be referred to senior representatives of each party, who will use best efforts to resolve the dispute informally within 30 days (or a longer period by mutual agreement) before proceeding to arbitration under Section 24.

24. Governing Law; Waiver of Jury Trial; Arbitration

This Agreement is governed by the laws of the State of Alabama, without regard to conflict-of-law provisions. Any action, proceeding, arbitration, or mediation relating to this Agreement must be brought in the federal judicial district that includes Alabama.

PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Any claim, dispute, or controversy by either you or Company against the other (or against the employees, agents, parents, subsidiaries, affiliates, or assigns of the other), arising from or relating to this Agreement or the parties' relationship, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. This includes claims based on contract, tort (including intentional tort), fraud, agency, negligence, or statutory or regulatory provisions. Claims sought as part of a class action, private attorney general, or other representative action are subject to arbitration only on an individual basis; no claims will be arbitrated on a class-wide basis. Arbitration will be conducted before a single arbitrator, limited to the claim between the parties, and will not be consolidated with any other arbitration.

If either party prevails in arbitration, the non-prevailing party will reimburse the prevailing party's AAA fees and reasonable attorneys' fees related to the arbitration. Any arbitration award is final and binding, and judgment may be entered in any court of competent jurisdiction. Any arbitration hearing will occur within the federal judicial district that includes Alabama.

Nothing in this Agreement prevents either party from seeking injunctive relief to protect confidential information, or from pursuing claims, defenses, or remedies in bankruptcy or other provisional proceedings.

This Agreement is governed by the laws of the State of Alabama, without regard to conflict-of-law provisions. Any action, proceeding, arbitration, or mediation relating to this Agreement must be brought in the federal judicial district that includes Alabama.

PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Any claim, dispute, or controversy by either you or Company against the other (or against the employees, agents, parents, subsidiaries, affiliates, or assigns of the other), arising from or relating to this Agreement or the parties' relationship, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. This includes claims based on contract, tort (including intentional tort), fraud, agency, negligence, or statutory or regulatory provisions. Claims sought as part of a class action, private attorney general, or other representative action are subject to arbitration only on an individual basis; no claims will be arbitrated on a class-wide basis. Arbitration will be conducted before a single arbitrator, limited to the claim between the parties, and will not be consolidated with any other arbitration.

If either party prevails in arbitration, the non-prevailing party will reimburse the prevailing party's AAA fees and reasonable attorneys' fees related to the arbitration. Any arbitration award is final and binding, and judgment may be entered in any court of competent jurisdiction. Any arbitration hearing will occur within the federal judicial district that includes Alabama.

Nothing in this Agreement prevents either party from seeking injunctive relief to protect confidential information, or from pursuing claims, defenses, or remedies in bankruptcy or other provisional proceedings.

25. Indemnity

You agree to indemnify and hold Company, its affiliates, and their members, officers, agents, attorneys, and employees harmless from any loss, liability, claim, or demand (including reasonable attorneys' fees) arising from or related to: this Agreement, your breach of this Agreement or of your representations, any inaccurate or incomplete information you provide (including information included in marketing materials shared with prospective buyers), or any claim by a buyer or other third party arising from your transaction, except to the extent caused by Company's gross negligence or willful misconduct.

You agree to indemnify and hold Company, its affiliates, and their members, officers, agents, attorneys, and employees harmless from any loss, liability, claim, or demand (including reasonable attorneys' fees) arising from or related to: this Agreement, your breach of this Agreement or of your representations, any inaccurate or incomplete information you provide (including information included in marketing materials shared with prospective buyers), or any claim by a buyer or other third party arising from your transaction, except to the extent caused by Company's gross negligence or willful misconduct.

26. Voidability

Your decision not to proceed with a transaction does not void any part of this Agreement or your obligations under your engagement agreement.

Your decision not to proceed with a transaction does not void any part of this Agreement or your obligations under your engagement agreement.

27. Entire Agreement

This Agreement, together with your engagement agreement, represents the entire understanding relating to the Services and supersedes any prior or contemporaneous conflicting communications. Questions about this Agreement may be directed to matt@cultivateleads.us.

This Agreement, together with your engagement agreement, represents the entire understanding relating to the Services and supersedes any prior or contemporaneous conflicting communications. Questions about this Agreement may be directed to matt@cultivateleads.us.

Contact

Cultivate Lead Management, LLC d/b/a Cedar Well Advisors

matt@cultivateleads.us

205-907-6826

Cultivate Lead Management, LLC d/b/a Cedar Well Advisors

matt@cultivateleads.us

205-907-6826