Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the CPCON Group website (cpcongroup.com) or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, please do not use our website or services.

These terms constitute a legally binding agreement between you (the "Client," "you," or "your") and CPCON Group LLC ("CPCON," "we," "us," or "our"), a professional services firm headquartered at 80 Broad Street, 5th Floor, Manhattan, NY 10004.

2. Description of Services

CPCON Group provides professional inventory management, asset tracking, valuation advisory, and related consulting services to businesses and organizations worldwide. Our services include, but are not limited to:

• Inventory Services: Physical inventory counts, cycle count programs, wall-to-wall audits, capital asset inventory, and fixed asset tagging
• Fixed Asset Services: Baseline asset inventory, asset register management, asset componentization, asset tagging, inventory reconciliation, IT enterprise asset inventory, and ERP data compilation
• Valuation Advisory: Business valuation, machinery and equipment valuation, intangible asset valuation, purchase price allocation, financial reporting valuation, tax valuation, and cost segregation studies
• Real Estate Advisory: Real estate valuation, cost segregation studies, insurance appraisals, survey and technical studies, digital document platforms, and data room document management
• Technology Solutions: Tech-supported self-execution platforms, RFID implementation, barcode systems, and asset tracking software

Specific service terms, deliverables, timelines, and pricing are detailed in individual service agreements or statements of work executed between CPCON and the Client.

3. Service Agreements

All professional services provided by CPCON are governed by a written service agreement, statement of work (SOW), or engagement letter executed between CPCON and the Client. These documents specify:

• Scope of services and deliverables
• Project timeline and milestones
• Fees, payment terms, and expenses
• Client responsibilities and obligations
• Confidentiality and data protection requirements
• Acceptance criteria and quality standards
• Termination conditions and procedures

In the event of any conflict between these Terms of Service and a specific service agreement, the terms of the service agreement shall prevail.

4. User Responsibilities

When using our website or engaging our services, you agree to:

• Provide accurate, current, and complete information when requested
• Maintain the confidentiality of any account credentials or access codes provided
• Notify CPCON immediately of any unauthorized use of your account or security breach
• Comply with all applicable laws, regulations, and industry standards
• Provide timely access to facilities, personnel, systems, and data as required for service delivery
• Review and approve deliverables within agreed-upon timeframes
• Make timely payments in accordance with agreed-upon terms
• Cooperate with CPCON personnel and follow reasonable instructions

5. Prohibited Conduct

You agree not to:

• Use our services for any unlawful purpose or in violation of these Terms
• Interfere with or disrupt the operation of our website or services
• Attempt to gain unauthorized access to our systems, networks, or data
• Transmit viruses, malware, or other harmful code
• Impersonate CPCON, our employees, or other users
• Collect or harvest information about other users without consent
• Reproduce, duplicate, copy, sell, or exploit any portion of our services without written permission
• Reverse engineer, decompile, or disassemble any software or technology provided by CPCON
• Remove, obscure, or alter any proprietary notices or labels
• Engage in any conduct that could damage CPCON's reputation or business relationships

6. Intellectual Property Rights

CPCON Property: All content, materials, software, methodologies, templates, reports, and deliverables created by CPCON (excluding Client-specific data) are and remain the exclusive property of CPCON Group LLC. This includes but is not limited to:

• Website content, design, and functionality
• Proprietary software, applications, and technology platforms
• Methodologies, processes, and best practices
• Templates, forms, and standardized documentation
• Training materials and knowledge base content
• Trademarks, service marks, logos, and brand elements

Client Data: All data, information, and materials provided by the Client remain the property of the Client. CPCON is granted a limited license to use such data solely for the purpose of delivering the agreed-upon services.

Deliverables: Upon full payment, the Client receives a non-exclusive, non-transferable license to use project-specific deliverables (such as inventory reports, valuation reports, and asset registers) for internal business purposes only. The Client may not resell, redistribute, or commercially exploit such deliverables without CPCON's written consent.

Feedback: Any feedback, suggestions, or ideas you provide to CPCON regarding our services may be used by CPCON without obligation or compensation to you.

7. Confidentiality

CPCON recognizes the sensitive nature of client data and maintains strict confidentiality protocols:

• Non-Disclosure: CPCON will not disclose Client confidential information to third parties without prior written consent, except as required by law or necessary for service delivery (e.g., to subcontractors under confidentiality obligations)
• Data Security: CPCON implements industry-standard security measures to protect Client data from unauthorized access, disclosure, or loss
• Employee Training: All CPCON personnel are trained on confidentiality requirements and sign confidentiality agreements
• Data Retention: Client data is retained only as long as necessary for service delivery and legal compliance, as detailed in our Privacy Policy
• Mutual Obligations: Clients agree to maintain confidentiality of CPCON's proprietary methodologies, pricing, and business information

For projects requiring enhanced confidentiality, separate Non-Disclosure Agreements (NDAs) may be executed.

8. Fees and Payment

Pricing: Service fees are specified in individual service agreements or statements of work. Pricing may be based on fixed fees, hourly rates, per-unit rates, or other agreed-upon structures.

Payment Terms: Unless otherwise specified, payment terms are Net 30 days from invoice date. Invoices may be issued at project milestones, monthly, or upon completion, as agreed.

Expenses: Reasonable out-of-pocket expenses (travel, lodging, materials, third-party services) are billed separately unless included in a fixed-fee arrangement. Expenses exceeding $500 require prior Client approval.

Late Payment: Overdue invoices may be subject to a late fee of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. CPCON reserves the right to suspend services for accounts more than 30 days past due.

Taxes: Fees are exclusive of all applicable taxes, duties, and levies. The Client is responsible for all taxes except those based on CPCON's net income.

9. Warranties and Disclaimers

Service Warranty: CPCON warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. If services fail to meet this standard, CPCON's sole obligation is to re-perform the deficient services at no additional charge.

Accuracy Disclaimer: While CPCON strives for accuracy in all deliverables, we do not guarantee that inventory counts, asset valuations, or other assessments will be 100% error-free. Accuracy levels are specified in service agreements (e.g., 99%+ inventory accuracy).

Website Disclaimer: The CPCON website and its content are provided "as is" without warranties of any kind, either express or implied. CPCON does not warrant that:

• The website will be uninterrupted, timely, secure, or error-free
• Information on the website is complete, accurate, or current
• Defects will be corrected
• The website or servers are free of viruses or harmful components

Third-Party Content: CPCON is not responsible for the accuracy, reliability, or content of third-party websites, services, or materials linked from our website.

No Professional Advice: Website content is for informational purposes only and does not constitute professional advice. Clients should not rely solely on website content for business decisions without engaging CPCON's professional services.

10. Limitation of Liability

Cap on Liability: To the maximum extent permitted by law, CPCON's total liability for any claims arising from or related to our services shall not exceed the total fees paid by the Client to CPCON for the specific project or service giving rise to the claim, or $50,000, whichever is less.

Exclusion of Consequential Damages: In no event shall CPCON be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Cost of substitute services

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if CPCON has been advised of the possibility of such damages.

Exceptions: These limitations do not apply to damages caused by CPCON's gross negligence, willful misconduct, fraud, or violations of applicable law where such limitations are prohibited.

11. Indemnification

Client Indemnification: You agree to indemnify, defend, and hold harmless CPCON Group LLC, its affiliates, officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your violation of these Terms of Service
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights, including intellectual property rights
• Inaccurate or incomplete information provided by you
• Your use or misuse of CPCON's services or deliverables
• Any negligent or wrongful acts by your employees, agents, or contractors

CPCON Indemnification: CPCON agrees to indemnify the Client against third-party claims that CPCON's services infringe upon intellectual property rights, provided the Client promptly notifies CPCON of such claims and cooperates in the defense.

12. Insurance

CPCON maintains professional liability insurance (errors and omissions), general liability insurance, and workers' compensation insurance as required by law. Certificates of insurance are available upon request for specific projects.

Clients may be required to maintain their own insurance coverage, including property insurance for assets being inventoried or valued, and to name CPCON as an additional insured for certain high-risk projects.

13. Termination

Termination for Convenience: Either party may terminate a service agreement with 30 days' written notice. The Client shall pay for all services performed and expenses incurred up to the termination date, plus any wind-down costs.

Termination for Cause: Either party may terminate immediately if the other party:

• Materially breaches these Terms or the service agreement and fails to cure within 15 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Engages in fraudulent or illegal conduct

Effect of Termination: Upon termination:

• CPCON will deliver all completed work and Client data in its possession
• The Client shall pay all outstanding invoices within 15 days
• Confidentiality obligations survive termination indefinitely
• Intellectual property rights revert to their respective owners
• Limitation of liability and indemnification provisions survive termination

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, fires, storms)
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Labor disputes, strikes, or lockouts
• Utility failures, telecommunications outages, or internet disruptions
• Supplier failures or material shortages

The affected party must promptly notify the other party and make reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected service agreement without penalty.

15. Governing Law and Jurisdiction

These Terms of Service and any disputes arising from or related to CPCON's services shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law principles.

Any legal action or proceeding arising from these Terms shall be brought exclusively in the state or federal courts located in New York County, New York. Both parties consent to the personal jurisdiction of these courts and waive any objection to venue.

For international clients, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16. Dispute Resolution

Negotiation: In the event of any dispute, controversy, or claim arising from these Terms or our services, the parties agree to first attempt to resolve the matter through good-faith negotiations between senior executives.

Mediation: If negotiations fail to resolve the dispute within 30 days, the parties agree to participate in non-binding mediation administered by the American Arbitration Association (AAA) or another mutually agreed-upon mediator.

Arbitration: If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. The arbitration shall be conducted in New York, New York, by a single arbitrator mutually agreed upon by the parties.

Exceptions: Either party may seek injunctive relief in court to protect intellectual property rights or confidential information without first pursuing arbitration.

Costs: Each party shall bear its own costs of dispute resolution, except that the prevailing party in arbitration or litigation may be awarded reasonable attorneys' fees and costs.

17. Modifications to Terms

CPCON reserves the right to modify these Terms of Service at any time. Changes will be effective immediately upon posting to our website with an updated "Last Updated" date. Material changes will be communicated to active clients via email.

Your continued use of our website or services after changes are posted constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of our services.

Modifications do not apply retroactively to existing service agreements unless both parties agree in writing.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

19. Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. CPCON's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

20. Entire Agreement

These Terms of Service, together with any applicable service agreements, statements of work, and our Privacy Policy, constitute the entire agreement between you and CPCON regarding the use of our website and services, and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

21. Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without CPCON's prior written consent. Any attempted assignment in violation of this provision is void.

CPCON may assign these Terms or any service agreement to an affiliate, successor, or acquirer without your consent, provided the assignee agrees to be bound by these Terms.

22. Notices

All notices required or permitted under these Terms shall be in writing and delivered by:

• Email to the addresses specified in the service agreement
• Certified mail, return receipt requested
• Overnight courier service

Notices to CPCON should be sent to:

23. Contact Information

If you have questions about these Terms of Service, please contact us: