Terms of Use

1. Who we are and what these Terms cover

1.1 These Terms of Use (the "Terms") are a binding agreement between you and Mara Studio LLC, an Illinois limited liability company ("Mara Studio", "we", "us" or "our"). We present our business publicly under the brand name Systems Curator. Whichever name you encounter, every contract formed under these Terms is a contract with Mara Studio LLC.

1.2 These Terms govern your access to and use of the websites we operate at https://helenalemayo.com and https://www.systemscurator.com, including all pages, content, downloadable resources, interactive tools, contact and intake forms, and booking flows made available through them (together, the "Website"), and your purchase of any appointment or other service offered directly through the Website (the "Website Services").

1.3 These Terms do not govern advisory engagements. Fixed scope engagements, ongoing advisory work and fractional operational support are provided only under a separate written proposal, statement of work or client agreement (each a "Client Agreement"). Section 11 explains how these Terms and a Client Agreement fit together.

1.4 The Website is operated from the State of Illinois in the United States. We direct our business to users and clients in the United States. We do not target, market to or solicit clients in the European Economic Area, the United Kingdom or any other jurisdiction outside the United States. If you access the Website from outside the United States you do so on your own initiative and you are responsible for compliance with the laws that apply to you.

1.5 You can reach us at hello@systemscurator.com. Our full contact details are in section 25.

2. Definitions

2.1 In these Terms the following words have the meanings given below, and other defined terms have the meanings given where they first appear.

• "Advisory Services" means strategy, operations and related advisory work delivered under a Client Agreement, including business reviews, operational assessments, strategy engagements, implementation planning, ongoing advisory support and fractional operational support.
• "Client Agreement" means a proposal, statement of work, engagement letter, order form or other written agreement between you and Mara Studio for Advisory Services or for any other paid service, including any terms incorporated into it.
• "Content" means all text, documents, guides, templates, frameworks, checklists, worksheets, articles, images, graphics, audio, video, page layouts, look and feel, software and other material made available on or through the Website.
• "Deliverable" means any report, assessment, plan, model, template, recommendation, memorandum or other work product prepared by us for a client.
• "Free Resource" means any guide, checklist, template, worksheet or similar material made available on the Website at no charge, whether or not an email address is required to obtain it.
• "Interactive Tool" means any self assessment, diagnostic, calculator or similar interactive feature made available on the Website, including the feature we call the Clarity Check.
• "Paid Appointment" means a one time consultation, session or other appointment purchased and scheduled through the Website.
• "User Materials" means any information, document, message, file or other material you submit to us through the Website, by email or through any document sharing service we make available.

3. Acceptance, eligibility and capacity

3.1 By accessing the Website, submitting a form, downloading a Free Resource, using an Interactive Tool or booking a Paid Appointment, you confirm that you have read these Terms and agree to be bound by them. If you do not agree, do not use the Website.

3.2 You must be at least eighteen years old and legally able to enter into a binding contract. The Website is designed for business owners and operators and is not intended for children.

3.3 If you use the Website on behalf of a company or other organization, you confirm that you have authority to bind that organization, and "you" means both you and that organization.

3.4 You must not use the Website if you are located in, ordinarily resident in, or acting on behalf of a person in a country or territory subject to comprehensive United States economic sanctions, or if you are a person with whom United States persons are prohibited from dealing under sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury. You confirm that you are not such a person and that you will not use any Deliverable in breach of United States export control or sanctions laws.

3.5 We may change these Terms. If we do, we will post the amended Terms on the Website and update the effective date at the top. Changes take effect when posted and apply to your use of the Website from that point. If a change is material, we will take reasonable steps to bring it to the attention of active clients, for example by email. Changes to these Terms do not vary a Client Agreement that is already in force.

4. The Website and the services we offer

4.1 The Website is an information and business development resource. It describes our approach to strategy and operations advisory work, publishes general educational material, offers Free Resources and Interactive Tools, and allows you to make an enquiry or book a Paid Appointment.

4.2 Our advisory offering falls into three categories: fixed scope services such as business reviews, operational assessments, strategy engagements and implementation planning; ongoing advisory support; and fractional operational support. Each of these is delivered only under a Client Agreement.

4.3 Nothing on the Website is an offer capable of acceptance. Descriptions of services, indicative scopes and any indicative fees are an invitation for you to enquire. A binding engagement arises only when we and you have signed or otherwise expressly accepted a Client Agreement, or, in the case of a Paid Appointment, when we confirm your booking and payment.

4.4 We may accept or decline any enquiry, booking or prospective engagement at our discretion, including where we identify a conflict of interest, where the work is outside our competence, or where we do not consider the engagement to be a good fit. Where we decline a Paid Appointment that has already been paid for, we will refund it in full.

5. No professional advice and no regulated services

5.1 The Website, the Content, the Free Resources and the Interactive Tools provide general information about business strategy and operations. They are not advice, they are not tailored to your circumstances, and they must not be relied on as a substitute for advice from a qualified professional who knows your situation.

5.2 We do not provide, and nothing on the Website or in any Deliverable constitutes, legal, tax, accounting, audit, financial, investment, securities, insurance, employment or human resources compliance, immigration, cybersecurity, medical or mental health advice.

5.3 We are not a law firm, an accounting firm, a registered investment adviser, a broker dealer, an insurance producer, a licensed employment agency or a professional employer organisation, and no member, employee or contractor of Mara Studio is acting in any such capacity when providing the Website Services or the Advisory Services.

5.4 You are responsible for obtaining your own legal, tax, accounting, financial and other professional advice before acting on anything we publish or provide. Where a Deliverable identifies an issue that may have legal, tax, regulatory or financial consequences, we are flagging it for your advisers to consider and we are not advising you on it.

5.5 We do not guarantee any business outcome. Revenue, profitability, growth, cost savings, funding, hiring outcomes, operational efficiency and similar results depend on many factors outside our control, including your own decisions, execution, resources, market conditions and the accuracy of the information you give us. Any example, case study, illustration or figure published on the Website describes what has happened in a particular situation and is not a promise or projection of what will happen in yours.

6. No client, fiduciary or confidential relationship from Website contact

6.1 Submitting an enquiry form, downloading a Free Resource, using an Interactive Tool, exchanging emails with us or attending an introductory or fit call does not by itself create a client relationship, an advisory relationship, a fiduciary relationship or a relationship of confidence.

6.2 A client relationship arises only when a Client Agreement is in force or when a Paid Appointment has been confirmed, and then only for the scope described in that Client Agreement or booking.

6.3 Unless we have signed a non disclosure agreement with you, or a Client Agreement containing confidentiality obligations is in force, information you send us through the Website or by email is not subject to a duty of confidentiality. You should not send us confidential, commercially sensitive, legally privileged, personally sensitive or regulated information through the Website, through an intake form or by unencrypted email before those protections are in place.

6.4 We work with multiple clients, including clients who may operate in the same sector as you. Nothing in these Terms restricts us from advising other businesses, including competitors, subject to any confidentiality and conflict provisions we agree in a Client Agreement.

6.5 Notwithstanding clause 6.3, we handle personal information in accordance with our Privacy Policy at all times, and as a matter of professional practice we treat non public business information disclosed to us in a prospective client conversation with discretion.

7. Interactive Tools, assessments and Free Resources

7.1 Interactive Tools, including the Clarity Check, are educational aids. They apply general logic to the inputs you provide and produce a general indication only. They do not assess your business, they do not take account of information you have not entered, and their output is not a recommendation, a diagnosis or advice.

7.2 Interactive Tools operate within your browser. We do not receive or store the responses you enter into them unless you separately choose to send that information to us, for example by submitting a form or continuing to a booking. Section 13 of our Privacy Policy explains this in more detail.

7.3 Free Resources are provided as they are, without any commitment that they are current, complete or suitable for your business. Business practice, market conditions and regulatory requirements change, and we are under no obligation to update a Free Resource after publication.

7.4 Subject to section 13, we grant you a personal, non exclusive, non transferable, revocable licence to download and use Free Resources for your own use or for the internal business purposes of the organisation you represent. You must not resell, license, publish, distribute, or incorporate a Free Resource into a competing product, training programme, template library or advisory offering.

7.5 You are responsible for deciding whether and how to act on anything an Interactive Tool or Free Resource suggests, and for the consequences of doing so.

8. Booking appointments

8.1 Paid Appointments and introductory calls are scheduled through a third party scheduling provider embedded in or linked from the Website. When you continue to scheduling, the information you provide is transmitted to that provider and may also be processed by our connected email and calendar providers. Our Privacy Policy explains who those providers are.

8.2 A booking is confirmed when we or the scheduling provider send you a booking confirmation. Times are shown in the time zone selected in the booking flow, and it is your responsibility to check that the confirmed time is correct for your location.

8.3 Appointments are held by video conference or telephone unless we agree otherwise. You are responsible for your own connectivity, equipment and a suitable environment for the call.

8.4 We do not record appointments unless we tell you in advance and you agree. You must not record, transcribe or use any automated notetaking, transcription or artificial intelligence assistant on any call with us without our prior consent. If you use such a tool, you must tell us before the call begins and turn it off if we ask.

8.5 Appointment slots are limited and are held for you at the expense of other prospective bookings. This is the commercial reason for the cancellation timing in section 10.

9. Fees, payment and taxes

9.1 Fees for Paid Appointments are the fees shown at the time of booking. Fees for Advisory Services are set out in the applicable Client Agreement. All fees are stated and payable in United States dollars unless we state otherwise in writing.

9.2 Payments made through the Website are processed by Stripe. We do not receive or store your full payment card number. Your use of the payment process is also subject to the terms and privacy notice of the payment processor.

9.3 Fees are exclusive of any sales, use, excise, value added, goods and services or similar transaction taxes, and of any withholding required by law. Where such a tax applies to a supply we make to you, you are responsible for it in addition to the fee, except for taxes on our own net income. If you are required by law to withhold any amount from a payment to us, you must gross up the payment so that we receive the full amount we would have received had no withholding applied.

9.4 You are responsible for any bank charge, card issuer charge, currency conversion cost or intermediary fee applied to your payment.

9.5 Where a Client Agreement provides for recurring or instalment billing, the amount, frequency, renewal and cancellation terms are those stated in that Client Agreement. We will not enrol you in recurring billing for Advisory Services without your express agreement to the recurring terms.

9.6 If an amount properly due to us is not paid by its due date, we may suspend work and withhold Deliverables until payment is received, and we may charge interest on the overdue amount at the rate of one percent per month or the maximum rate permitted by Illinois law, whichever is lower, calculated from the due date until payment. We may also recover the reasonable costs of collection, including reasonable attorneys fees, to the extent permitted by law.

10. Cancellation, rescheduling and refunds

10.1 For a one time Paid Appointment, you may cancel and receive a full refund if we receive your cancellation at least forty eight hours before the scheduled start time. Cancellations received less than forty eight hours before the scheduled start time, and appointments you do not attend, are not refundable.

10.2 Rescheduling requested at least forty eight hours before the scheduled start time will be accommodated where a suitable alternative slot is available.

10.3 Projects, recurring services and engagements that involve advance preparation may have different cancellation, termination and refund terms. Those terms are set out in the applicable Client Agreement and prevail over clause 10.1 for that engagement.

10.4 If we cancel or reschedule a Paid Appointment and cannot offer you a suitable alternative, you may choose a full refund of the fee for that appointment.

10.5 Our Refund and Cancellation Policy, published on the Website, sets out the full detail of how cancellations, rescheduling and refunds are handled and forms part of these Terms.

11. Paid engagements and order of precedence

11.1 Advisory Services are governed by the applicable Client Agreement. The Client Agreement sets the scope, the fees, the delivery dates, the revision rights, the acceptance requirements, the intellectual property position in Deliverables, the confidentiality obligations and the termination rights for that engagement.

11.2 Deliverables are prepared for a specific client, for a specific purpose, on the basis of the information available to us at the time. They are not intended for, and must not be relied on by, any other person. We accept no responsibility to any third party who obtains a Deliverable, and you must not provide a Deliverable to a third party as a basis for that party making a decision without our prior written consent.

11.3 Deliverables are delivered electronically or through an access-controlled document sharing service. Delivery dates, scope, revision rights and acceptance requirements are those stated in the applicable Client Agreement.

11.4 You are responsible for the accuracy and completeness of the information, data, documents and access you give us. We are entitled to rely on that information without independent verification unless the Client Agreement expressly says otherwise, and we are not responsible for a conclusion that is affected by information you did not provide or provided inaccurately. Where an engagement depends on your input, approvals or access, delays on your side may affect timelines and fees as provided in the Client Agreement.

11.5 If there is a conflict between these Terms and a Client Agreement, the Client Agreement prevails for the engagement it governs. In all other respects these Terms continue to apply. If there is a conflict between these Terms and a policy published on the Website, these Terms prevail unless the policy expressly states otherwise.

12. User Materials, feedback and testimonials

12.1 You retain ownership of your User Materials. You grant us a non exclusive, worldwide, royalty free licence to use, copy, store, transmit and process your User Materials to the extent necessary to respond to your enquiry, provide the Website Services or perform the Advisory Services, and to comply with law.

12.2 You confirm that you own or have the rights to submit your User Materials, that submitting them does not breach any obligation you owe to another person, and that they do not infringe any third party right or contain unlawful material.

12.3 The Website does not host public user content. We do not operate forums, comment sections or profiles, and you have no right to publish content on the Website.

12.4 If you send us a suggestion, idea or other feedback about our services or the Website, you agree that we may use it without restriction, without obligation to you and without compensation. We are not obliged to keep feedback confidential.

12.5 If you give us a testimonial, review or endorsement, you grant us a perpetual, worldwide, royalty free licence to publish and use it, together with your name, role and organisation as you provide them, in our marketing. We will publish testimonials accurately and will not edit a testimonial in a way that changes its meaning. You may withdraw consent for future use at any time by writing to hello@systemscurator.com, and we will remove the testimonial from material within our control within a reasonable period.

12.6 You must not offer, and we do not accept, any payment or benefit in exchange for a testimonial or review, and you must disclose any material connection between us if you publish an endorsement of our services elsewhere.

13. Intellectual property, trade marks and your license

13.1 We or our licensors own all intellectual property rights in the Website, the Content, the Free Resources, the Interactive Tools and our methodologies, frameworks, templates and know how. Nothing in these Terms transfers any of those rights to you.

13.2 Subject to your compliance with these Terms, we grant you a limited, personal, non exclusive, non transferable, non sublicensable and revocable license to access the Website and to view, download and print Content for your own use or for the internal business purposes of the organization you represent.

13.3 Except as permitted by that license or by mandatory law, you must not copy, reproduce, republish, distribute, publicly display, transmit, sell, license, adapt, translate, create derivative works from, or commercially exploit any part of the Website or the Content without our prior written permission. Requests should be sent to hello@systemscurator.com.

13.4 Where we grant permission to reproduce Content, you must attribute it to Systems Curator and must not remove or obscure any copyright, trade mark or proprietary notice.

13.5 Systems Curator, the Systems Curator logo and our other names, logos, taglines and get up are our trade marks or the subject of pending or intended registrations. Nothing in these Terms grants you any right to use them, and you must not use them in a way that suggests an association, endorsement or partnership that does not exist, or in a domain name, social media handle, product name or advertising keyword.

13.6 Ownership of Deliverables and of any license granted in them is governed by the applicable Client Agreement. In the absence of an express provision, we retain ownership of the underlying methodologies, frameworks, templates, tools and know how used to produce a Deliverable, and you receive a perpetual, non exclusive license to use the Deliverable for the internal business purposes of the entity that engaged us.

13.7 Our Copyright and Content Use Policy, published on the Website, explains permitted use in more detail and sets out how to submit a copyright infringement notice.

14. Acceptable use

14.1 You must use the Website lawfully and only for the purposes for which it is provided. You must comply with all applicable United States federal, Illinois and other applicable laws when using the Website.

14.2 You must not:

• use the Website in a way that breaches any law or regulation, or that infringes the rights of any person;
• submit information that is false, misleading, impersonates another person, or that you are not entitled to disclose;
• submit material that is unlawful, defamatory, harassing, obscene, discriminatory or that contains malicious code;
• interfere with, disrupt, probe, scan or place an unreasonable load on the Website or the infrastructure that supports it;
• attempt to gain unauthorized access to any part of the Website, any account, or any system or network connected to it;
• circumvent, disable or interfere with any security, access control or rate limiting feature;
• reverse engineer, decompile or disassemble any software forming part of the Website, except to the extent that restriction is prohibited by law;
• use the Website or the Content to build, train, market or operate a competing advisory, consulting, coaching, training or template business; or
• send unsolicited commercial messages to us, harvest contact details from the Website, or use our contact details for marketing to us.

14.3 Booking an appointment with no intention of attending, making repeated bookings that you then cancel, or using the booking flow to advertise to us, is a breach of these Terms and we may decline future bookings from you.

14.4 We may investigate suspected breaches, remove material, restrict or block access, report conduct to law enforcement, and take any other step available to us at law. We are not obliged to monitor the Website but we may do so.

15. Automated access, scraping, and text and data mining

15.1 You must not use any robot, spider, scraper, crawler, headless browser or other automated means to access, monitor, index or copy the Website or the Content, except that we permit search engine crawlers that comply with the directives published in the robots exclusion file for the Website.

15.2 We expressly reserve all rights in the Content in relation to text and data mining, machine learning and the development, training, fine tuning, evaluation or grounding of artificial intelligence models or systems. No such use is licensed by these Terms or by the availability of the Content on the open web.

15.3 Any use of the Content for the purposes described in clause 16.2 requires our prior written permission and, where we grant it, a separate licence on commercial terms.

15.4 You must not use the Website or the Content to create a dataset, index, compilation or database that is made available to any third party, whether or not for payment.

16. Artificial intelligence

16.1 We may use artificial intelligence tools to support research, drafting, summarization, analysis and administration in the course of our work. Where we do, a person reviews the output before it is used or released.

16.2 Artificial intelligence tools can produce output that is inaccurate, incomplete or out of date. Their use does not reduce our responsibility for our own work, and it does not make any output advice within the meaning of section 5.

16.3 We do not use artificial intelligence to make decisions about you that produce legal effects or similarly significant effects without human involvement.

16.4 You must not submit to us, or upload to any tool or document sharing service we make available, information that you are not permitted to disclose to a third party service provider, including information subject to a confidentiality obligation you owe to another person, personal information of individuals for which you have no lawful basis to disclose, or information subject to sector specific regulation such as protected health information or cardholder data.

16.5 Where you ask us to work with, evaluate or design around your own artificial intelligence tools, we do not warrant that those tools are lawful, accurate or fit for purpose, and you remain responsible for their use, their outputs and their compliance with any law applicable to you.

17. Third party services and links

17.1 The Website relies on third party providers for hosting, scheduling, payment processing, email and document sharing. Those providers operate under their own terms and privacy notices and we do not control them.

17.2 The Website may link to third party websites, articles, tools or resources. We provide those links for convenience. We do not endorse, control, monitor or take responsibility for third party content, products, services, security practices or privacy practices, and your dealings with a third party are between you and that third party.

17.3 We are not liable for any loss arising from a third party service being unavailable, discontinued, changed, insecure or defective, except to the extent the loss results from our own failure to exercise reasonable care in selecting or instructing that provider.

17.4 A Deliverable may recommend that you evaluate or engage a third party tool, service or provider. Any such recommendation is a suggestion for you to assess. We are not responsible for the performance of a third party you engage, and unless we tell you otherwise we do not receive any commission, referral fee or other benefit for such a recommendation. Where we do have a material connection to a third party we recommend, we will disclose it.

18. Privacy, cookies and electronic communications

18.1 Our Privacy Policy explains how we collect, use, share and retain personal information in connection with the Website and our services. Our Cookie Policy explains our use of cookies and similar technologies. Both are published on the Website and form part of these Terms.

18.2 You consent to receive communications from us electronically, including by email and through the Website. You agree that electronic communications, agreements, notices, disclosures and records satisfy any legal requirement that a communication be in writing, and that electronic signatures and records have the same effect as handwritten signatures and paper records, in accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. section 7001 and following, and the Illinois Uniform Electronic Transactions Act, 815 ILCS 333.

18.3 We may send you administrative and transactional messages relating to a booking, an enquiry or an engagement. We send marketing email only where you have asked to receive it or where we are otherwise permitted to do so, and every marketing email contains a means to unsubscribe. You can opt out of marketing at any time by using the unsubscribe link or by writing to hello@systemscurator.com. Opting out of marketing does not stop administrative or transactional messages relating to a live engagement.

18.4 Notices to us must be sent to hello@systemscurator.com and, where a Client Agreement requires another method, in the manner stated in that Client Agreement.

19. Availability, modification and discontinuation

19.1 We provide the Website on a reasonable efforts basis. We do not warrant that it will be available at all times, uninterrupted, error free, or free of harmful components.

19.2 We may change, suspend, withdraw or discontinue any part of the Website, including any Free Resource or Interactive Tool, at any time and without notice. We are not obliged to keep any Content available or to maintain any particular feature.

19.3 We may carry out maintenance, apply updates or make changes required for security or legal reasons without notice. Where a change is planned and likely to affect an active engagement, we will use reasonable efforts to give advance notice.

19.4 We are not responsible for the availability of the Website to the extent unavailability is caused by your equipment, your connectivity, or a failure of a third party network or provider.

19.5 The domain https://www.systemscurator.com redirects to https://helenalemayo.com. These Terms apply equally to both addresses, and we may change the domain or hosting arrangements for the Website at any time.

20. Suspension and termination

20.1 You may stop using the Website at any time.

20.2 We may suspend or terminate your access to the Website, or to any part of it, with immediate effect, if we reasonably believe that you have breached these Terms, that your use presents a security, legal or reputational risk, or that suspension is required by law. Where practical and lawful, we will tell you why.

20.3 Termination of access to the Website does not by itself terminate a Client Agreement. A Client Agreement is terminated only in accordance with its own terms.

20.4 Termination does not affect any right, obligation or liability that has accrued before termination. Sections 5, 6, 9, 11, 12, 13, 15, 16, 17, 21, 22, 23, 24 and 25 survive termination, together with any other provision that by its nature is intended to survive.

21. Disclaimer of warranties

21.1 To the fullest extent permitted by law, the Website, the Content, the Free Resources, the Interactive Tools and the Website Services are provided on an "as is" and "as available" basis, without warranty of any kind.

21.2 We disclaim all warranties, whether express, implied, statutory or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, non infringement, accuracy, and any warranty arising from a course of dealing or usage of trade.

21.3 Without limiting clause 21.2, we do not warrant that the Website will be available, uninterrupted, secure or error free, that defects will be corrected, that the Website is free of harmful components, or that the Content, a Free Resource or the output of an Interactive Tool is accurate, current, complete or suitable for your circumstances.

21.4 We do not warrant or guarantee any business result. Without limitation, we make no representation or warranty as to revenue, profit, growth, cost reduction, funding, valuation, hiring, retention, operational performance or the success of any strategy, plan or implementation.

21.5 Advisory Services are performed with the reasonable skill and care to be expected of a competent provider of strategy and operations advisory services. That standard is the only warranty we give in relation to Advisory Services, and it is subject to any different or additional warranty expressly stated in a Client Agreement. Advice and recommendations are matters of professional judgement and reasonable practitioners may differ.

21.6 Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion in this section is not permitted by a law that applies to you, that exclusion does not apply to you and the remaining exclusions continue to apply.

22. Limitation of liability

22.1 This section allocates risk between us. Our fees for the Website Services and for the Advisory Services are set on the basis of the limitations in this section. If those limitations did not apply, our fees would be materially higher. You acknowledge that this allocation of risk is reasonable and is a basis on which we agree to deal with you.

22.2 To the fullest extent permitted by law, we are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profit, loss of revenue, loss of anticipated or actual savings, loss of business, loss of opportunity, business interruption, loss of goodwill or reputation, loss or corruption of data, wasted management time, or the cost of procuring substitute services, in each case however arising, whether in contract, tort including negligence, misrepresentation, restitution, statute or otherwise, and whether or not we were advised of the possibility of such loss.

22.3 Where you have not paid us any fees, our total aggregate liability arising out of or in connection with your use of the Website, the Content, the Free Resources and the Interactive Tools shall not exceed one hundred United States dollars.

22.4 Where you have purchased a Paid Appointment or another service directly through the Website, our total aggregate liability arising out of or in connection with that service shall not exceed the greater of the total fees you actually paid to us for the specific service giving rise to the claim in the twelve months before the first event giving rise to the claim, and one hundred United States dollars.

22.5 Advisory Services. Our liability for Advisory Services is limited as set out in the applicable Client Agreement. Where the Client Agreement does not contain an express limitation of liability, our total aggregate liability arising out of or in connection with that engagement, including in relation to any advice, recommendation, assessment, plan, model, template or other Deliverable, and in relation to your implementation of or reliance on any of them, shall not exceed the total professional fees actually paid by you to us under that engagement in the twelve months before the first event giving rise to the claim. This cap applies to all claims in the aggregate, whether brought in contract, tort including negligence, misrepresentation, restitution, statute or otherwise.

22.6 The caps in clauses 22.3, 22.4 and 22.5 are aggregate caps and are not applied separately to each claim. All claims arising out of the same event, or out of a connected series of events, or out of the same or a substantially similar act, omission, error or advice, are treated as a single claim arising on the date of the earliest of them.

22.7 We are not liable for any loss arising from a decision you take, a decision you do not take, or the manner or timing of your implementation of a recommendation, nor for any loss arising because information you gave us was inaccurate, incomplete or out of date, nor for any loss arising from the act or omission of a third party you engage.

22.8 You agree that any claim arising out of or relating to the Website, the Website Services or the Advisory Services will be brought only against Mara Studio LLC. To the fullest extent permitted by law, you will not bring a claim against any member, manager, officer, employee, contractor or agent of Mara Studio LLC personally, and each of them may enforce this clause. This clause does not limit any liability that cannot lawfully be excluded.

22.9 Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, for wilful and wanton misconduct, for death or personal injury caused by our negligence, or for any other liability that cannot lawfully be excluded or limited under Illinois or other applicable law.

22.10 Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent a limitation in this section is not permitted by a law that applies to you, that limitation does not apply to you and the remaining limitations continue to apply.

23. Indemnity

23.1 You agree to indemnify, defend and hold harmless Mara Studio LLC and its members, managers, officers, employees, contractors and agents from and against any claim, demand, proceeding, loss, liability, damage, cost or expense, including reasonable attorneys fees, arising out of or in connection with your breach of these Terms, your misuse of the Website or the Content, your User Materials, your infringement of a third party right, your provision to us of information you were not entitled to disclose, or your provision of a Deliverable to a third party in breach of clause 11.2.

23.2 We will notify you promptly of any claim to which this indemnity applies. We may participate in the defence at our own cost, and we may assume control of the defence of a claim where we reasonably consider that our reputation or our other client relationships are at risk. You must not settle any claim in a way that admits our liability, imposes an obligation on us or affects our rights, without our prior written consent.

23.3 This indemnity does not apply to the extent the claim arises from our own breach of these Terms, our negligence or our wilful misconduct.

24. Governing law, jurisdiction and dispute resolution

24.1 These Terms and any dispute or claim arising out of or in connection with them, their subject matter or their formation, including non contractual disputes or claims, are governed by the laws of the State of Illinois, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 You and we submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and each of us waives any objection to venue in those courts and any argument that they are an inconvenient forum. This does not prevent either of us from applying to any court of competent jurisdiction for urgent injunctive or equitable relief to protect intellectual property or confidential information.

24.3 Before starting proceedings, the party raising the dispute must send a written notice to the other describing the dispute and the relief sought, and the parties must attempt in good faith to resolve it for a period of thirty days from the date of that notice. This clause does not prevent an application for urgent relief and does not extend any limitation period other than as provided in clause 24.5.

24.4 To the fullest extent permitted by law, you and we each waive the right to a trial by jury, and each of us agrees that a dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. If the class action waiver in this clause is held unenforceable in relation to a particular claim, that claim must be brought in court and is severed from any claim that remains subject to this clause.

24.5 To the fullest extent permitted by law, any claim arising out of or relating to the Website, the Website Services or these Terms must be brought within one year after the claim arose, and after that period the claim is permanently barred. This clause does not apply to a claim arising under a Client Agreement, which is subject to any limitation period stated in that Client Agreement or, if none is stated, to the period allowed by law.

25. General provisions and contact details

25.1 These Terms, together with the Privacy Policy, the Cookie Policy, the Refund and Cancellation Policy, the Copyright and Content Use Policy, the Website Disclaimer and any applicable Client Agreement, are the entire agreement between you and us in relation to their subject matter and replace any earlier understanding, representation or arrangement about it. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

25.2 If any provision of these Terms is held to be invalid, illegal or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.

25.3 A failure or delay in exercising a right is not a waiver of that right, and a single or partial exercise does not prevent any further exercise. A waiver is effective only if given in writing.

25.4 You may not assign or transfer these Terms or any right or obligation under them without our prior written consent. We may assign or transfer these Terms in whole or in part to an affiliate, or in connection with a merger, reorganisation, or a sale of all or substantially all of our business or assets, on notice to you.

25.5 We are not liable for any failure or delay in performance caused by an event beyond our reasonable control, including natural disaster, fire, flood, severe weather, epidemic, act of terrorism, civil unrest, war, labour dispute, failure of a utility, telecommunications, hosting or payment provider, cyber attack, or an act of government. If such an event continues for more than thirty days, either party may terminate an affected Paid Appointment and we will refund fees paid for services not yet performed.

25.6 Nothing in these Terms creates a partnership, joint venture, franchise, agency or employment relationship between you and us. Neither of us may bind the other.

25.7 These Terms are for the benefit of you and us. Except as expressly stated in clause 22.8, no other person has any right to enforce them.

25.8 Headings are for convenience only and do not affect interpretation. References to "including" are not limiting. These Terms will not be construed against us on the ground that we drafted them.

25.9 You can contact us as follows.

Legal entity: Mara Studio LLC, an Illinois limited liability company. The company operates publicly under the brand name Systems Curator. An application to register Systems Curator as an assumed name under section 1-20 of the Illinois Limited Liability Company Act, 805 ILCS 180, has been submitted and is pending. Until that application is approved, contracts are formed with Mara Studio LLC.

Email: hello@systemscurator.com

Websites: https://helenalemayo.com

We aim to respond to enquiries about these Terms within five business days.