Terms of Service

1. Business-to-Business Services

Johnson-Brower's consulting services are offered exclusively on a business-to-business basis. Our services are intended for companies, business owners, executives, managers, sales organizations, and other commercial entities purchasing services for legitimate business purposes.

By purchasing or accepting our services, you represent that you are acting on behalf of a business and have authority to bind that business to the applicable agreement and these Terms.

2. Our Services

Johnson-Brower may provide services including, but not limited to:

• Sales consulting and sales strategy
• Revenue-growth consulting
• Sales-process development
• Sales scripting and presentation development
• Leadership and management consulting
• Sales training and coaching
• Manager and team training
• Performance and accountability systems
• Business-process consulting
• Implementation support
• Technology and automation consulting
• Artificial-intelligence implementation
• Customer experience and sales-process optimization
• In-person workshops and training
• Remote consulting and training

The exact scope of a Client engagement may be further described in a proposal, statement of work, order form, invoice, written engagement agreement, or other written document accepted by the Client.

3. The Johnson-Brower S3 Method™

Johnson-Brower may use its proprietary S3 Method™ and related frameworks, systems, strategies, processes, scripts, presentations, training materials, methodologies, and intellectual property while providing services.

S3 — Sell. Stack. Scale. — and the associated methodology remain the intellectual property of Johnson-Brower except where expressly stated otherwise in writing.

4. Standard 90-Day Engagement

Unless a separate written agreement expressly states otherwise, Johnson-Brower's standard consulting engagement is a fixed 90-day engagement.

A Client purchasing a 90-day engagement is purchasing one complete consulting engagement. The engagement is not a month-to-month service merely because Johnson-Brower permits the engagement fee to be paid in installments.

The full engagement fee becomes contractually committed when the Client accepts the engagement.

After completion of the initial 90-day engagement, Johnson-Brower and the Client may mutually agree to extend the relationship, commence another engagement, or enter into an ongoing consulting arrangement. Any extension may be subject to new pricing, terms, scope, and availability.

Neither party is obligated to extend the relationship beyond the original engagement unless both parties agree in writing.

5. Client Responsibilities

Consulting results depend heavily on Client participation, implementation, leadership, personnel, market conditions, pricing, sales volume, execution, and other factors outside Johnson-Brower's control.

The Client agrees to reasonably:

• Participate in scheduled consulting and training;
• Provide requested business information;
• Provide accurate information and data;
• Provide reasonable access to relevant personnel;
• Make timely decisions when Client approval is required;
• Communicate material changes affecting the engagement;
• Cooperate with agreed implementation efforts; and
• Act professionally toward Johnson-Brower personnel.

The Client remains solely responsible for deciding whether and how to implement recommendations.

6. Implementation Matters

Johnson-Brower may provide recommendations, training, systems, scripts, processes, implementation assistance, and strategic direction. Unless specifically agreed otherwise in writing, Johnson-Brower does not assume operational control of the Client's business.

The Client is responsible for its employees, contractors, sales representatives, management, operations, legal compliance, pricing, customer relationships, employment decisions, and business decisions.

A Client's decision not to implement, partially implement, delay, modify, discontinue, or incorrectly implement a recommendation does not alter the Client's payment obligations.

7. Fees and Payment

Fees are established in the applicable proposal, agreement, order, invoice, or statement of work.

Unless otherwise agreed in writing, all payments must be made according to the payment schedule established for the engagement.

Failure to make a scheduled payment does not cancel the agreement or relieve the Client of the remaining contractual balance.

Johnson-Brower may suspend services, meetings, access to materials, implementation assistance, or other deliverables while an account is past due without waiving Johnson-Brower's right to collect the unpaid balance.

8. Installment Payment Plans

Johnson-Brower may permit a Client to pay a fixed engagement fee in installments as a payment accommodation.

If a Client stops participating, requests to discontinue the engagement, closes its business, changes management, changes priorities, elects not to implement recommendations, or otherwise voluntarily stops using the services before the end of the engagement, the remaining unpaid contractual balance remains due.

9. All Sales Final — No Refunds

This includes, without limitation:

• Deposits;
• Initial payments;
• Installment payments already made;
• Consulting fees;
• Training fees;
• Implementation fees;
• Strategy and development fees;
• Retainers, if applicable;
• Travel-related consulting time where applicable; and
• Unused portions of services resulting from Client action or inaction.

A Client is not entitled to a refund because the Client changes its mind, changes leadership, changes strategy, experiences financial difficulty, fails to participate, fails to implement recommendations, disagrees with a recommendation, terminates employees, experiences employee turnover, sells or closes the business, or fails to achieve a desired business result.

Failure to achieve a particular revenue, sales, closing-rate, profit, growth, or other performance result does not create a right to a refund.

10. Client Cancellation

A Client may notify Johnson-Brower that it wishes to discontinue participation in an engagement; however, voluntary discontinuation does not cancel the Client's financial obligation under the agreement.

For a fixed 90-day engagement, the entire engagement fee is contractually committed upon acceptance.

If the Client elects to stop participating before the end of the engagement, amounts already paid remain non-refundable and the remaining unpaid balance remains due according to the agreed payment schedule, subject to applicable law.

11. Termination by Johnson-Brower for Cause

Johnson-Brower may suspend or terminate an engagement for cause if the Client materially breaches the agreement or these Terms.

Cause may include, without limitation:

• Failure to make required payments;
• Repeated refusal to reasonably cooperate;
• Failure to provide information necessary to perform the engagement;
• Material misrepresentation of business information;
• Abusive, threatening, harassing, or materially disruptive conduct;
• Misuse of Johnson-Brower intellectual property;
• Unauthorized distribution of Johnson-Brower materials;
• Illegal or fraudulent activity connected to the engagement;
• Material interference with agreed implementation efforts; or
• Other material breach of the engagement agreement.

If Johnson-Brower terminates an engagement for Client cause, amounts already paid remain non-refundable and the Client remains responsible for the remaining unpaid contractual balance, to the extent permitted by applicable law.

12. Limited Johnson-Brower Inability-to-Perform Exception

Johnson-Brower intends to complete every accepted engagement. However, a narrow exception applies if Johnson-Brower becomes unable to complete the contracted engagement because of a significant medical or personal circumstance affecting Johnson-Brower's ability to provide the contracted services.

Before a refund becomes available under this Section, Johnson-Brower shall have the right to arrange for one or more qualified substitute consultants, trainers, team members, or other qualified professionals to provide or complete the contracted services.

The Client agrees that Johnson-Brower may use qualified substitute personnel when reasonably necessary to complete the engagement, provided the substitute is reasonably capable of performing the applicable services.

If Johnson-Brower is unable to complete the engagement because of such a medical or personal circumstance and Johnson-Brower is also unable to provide a qualified substitute or reasonable alternative capable of completing the contracted services, Johnson-Brower will provide the Client with a full refund of the consulting engagement fee paid to Johnson-Brower for that engagement.

This Section is the agreed exception to the general no-refund policy and does not apply to Client cancellation, Client nonparticipation, dissatisfaction with results, disagreement with recommendations, Client financial circumstances, Client staffing changes, or termination for Client breach.

13. Travel and In-Person Expenses

Unless Johnson-Brower expressly agrees otherwise in writing, travel expenses associated with requested or agreed in-person consulting, training, workshops, or implementation are separate from the fixed consulting fee and are the Client's responsibility.

Reimbursable or separately billed expenses may include:

• Airfare;
• Hotel or lodging;
• Rental vehicles;
• Mileage;
• Ground transportation;
• Parking;
• Tolls;
• Reasonable meals while traveling; and
• Other reasonable travel-related expenses necessary to perform the engagement.

Johnson-Brower may require advance payment or reimbursement of estimated travel expenses before travel is booked.

14. No Guarantee of Results

Johnson-Brower provides consulting, training, strategy, implementation assistance, and professional business guidance. Johnson-Brower does not guarantee any specific financial or operational result.

Examples, historical results, case studies, projections, testimonials, sales improvements, closing-rate improvements, or revenue increases discussed by Johnson-Brower are not guarantees of future results.

Every company, market, sales team, customer base, product, management team, competitive environment, and implementation situation is different.

15. Business Judgment

Johnson-Brower may make recommendations based on information supplied by the Client, observations, professional experience, business analysis, and Johnson-Brower's methodologies.

The Client retains ultimate authority and responsibility for all business decisions.

The Client is responsible for independently evaluating material business decisions before implementation.

16. No Legal, Tax, Accounting, Investment, or Financial Advice

Unless expressly provided under a separate written agreement by a properly qualified professional, Johnson-Brower's consulting services do not constitute legal, tax, accounting, investment, securities, insurance, or regulated financial advice.

Clients should consult their own attorneys, accountants, tax professionals, financial professionals, insurance professionals, or other qualified advisers regarding matters requiring specialized professional advice.

17. Third-Party Products and Services

Johnson-Brower may recommend or assist with third-party software, platforms, vendors, applications, contractors, service providers, or other products.

Unless expressly stated otherwise in writing, third-party providers are independent from Johnson-Brower.

Johnson-Brower is not responsible for a third party's availability, pricing, security, performance, service interruption, data loss, policy changes, business practices, or actions.

18. Artificial Intelligence and Automation

Johnson-Brower may use artificial intelligence, automation, software, transcription tools, analytics systems, and other technology when providing services.

The Client understands that technology-assisted outputs may require human review and that automated systems may occasionally produce incomplete or inaccurate information.

The Client remains responsible for reviewing material before using it in circumstances involving legal compliance, contractual obligations, employment decisions, pricing, customer communications, or other material business decisions.

19. Intellectual Property Ownership

Johnson-Brower retains all ownership rights in its pre-existing and independently developed intellectual property, including, without limitation:

• The S3 Method™;
• Training systems;
• Sales frameworks;
• Scripts;
• Presentations;
• Templates;
• Workbooks;
• Training documents;
• Processes;
• Methodologies;
• Consulting frameworks;
• Videos and recordings;
• Written materials;
• Proprietary tools; and
• Other Johnson-Brower-created intellectual property.

Providing these materials to a Client does not transfer ownership of them to the Client.

20. Client's Internal License to Johnson-Brower Materials

After the Client has paid the applicable engagement in full, Johnson-Brower grants the Client a non-exclusive, non-transferable, non-sublicensable license to continue using materials provided during the engagement for the Client's own internal business operations.

Unless Johnson-Brower provides written permission, the Client may not:

• Sell Johnson-Brower materials;
• License Johnson-Brower materials;
• Distribute them outside the Client's organization;
• Publish them publicly;
• Post them online for public access;
• Teach or provide them to other businesses;
• Rebrand them as the Client's proprietary system;
• Claim authorship or ownership;
• Create derivative commercial training products from them;
• Use them to establish a competing consulting business;
• Use them to establish a competing training business; or
• Commercially exploit Johnson-Brower's intellectual property outside the Client's own internal operations.

The Client's internal-use rights do not authorize the Client to become a consultant, trainer, licensor, distributor, or reseller of Johnson-Brower's intellectual property.

21. Client Materials

The Client retains ownership of materials and information the Client provides to Johnson-Brower.

The Client grants Johnson-Brower permission to access, review, modify, process, and use those materials as reasonably necessary to perform the engagement.

The Client represents that it has the necessary rights and permissions to provide such materials to Johnson-Brower.

22. Confidentiality

Each party may receive confidential or proprietary information from the other during an engagement.

Each party agrees to use reasonable care to protect confidential information and not disclose it except as reasonably necessary to perform the engagement, operate the business, obtain professional advice, comply with law, or as otherwise authorized by the disclosing party.

Confidential information does not include information that becomes publicly available through no wrongful act of the receiving party, was already lawfully known, is independently developed without use of the confidential information, or is lawfully received from another source without confidentiality restrictions.

23. Data and Security

Johnson-Brower will use commercially reasonable practices when handling Client information. However, no electronic communication, cloud platform, software system, storage system, or internet-based service can be guaranteed to be completely secure or continuously available.

Clients should avoid providing unnecessary sensitive personal, financial, medical, or regulated information unless specifically requested and appropriate safeguards have been established.

24. Testimonials, Case Studies, and Publicity

Johnson-Brower will not use a Client's name, logo, testimonial, identifiable case study, video testimonial, or other endorsement in public marketing without appropriate authorization.

Where separately authorized, Johnson-Brower may use approved testimonials, recordings, performance information, case studies, and other approved materials for educational, promotional, or marketing purposes.

Johnson-Brower may use generalized or anonymized learnings and experience that do not reasonably identify the Client or disclose the Client's confidential information.

25. Recordings

Training sessions, consulting sessions, workshops, calls, or meetings may be recorded when appropriate and permitted by applicable law.

Any recording intended for public marketing, testimonial, or promotional use will be subject to any separate consent or release required for that use.

26. Independent Contractor Relationship

Johnson-Brower is an independent contractor and not an employee, partner, joint venturer, fiduciary, franchisee, agent, or legal representative of the Client unless expressly agreed otherwise in writing.

Nothing in the engagement authorizes either party to bind the other to obligations with third parties.

27. Non-Solicitation of Johnson-Brower Personnel

During the Client's engagement and for twelve (12) months after the engagement ends, the Client agrees not to knowingly solicit for employment or directly engage for substantially similar independent services any Johnson-Brower employee, trainer, consultant, contractor, or other personnel materially involved in the Client's engagement, except with Johnson-Brower's prior written consent.

This provision is intended to protect Johnson-Brower's legitimate business relationships and shall apply only to the maximum extent permitted by applicable law.

General employment advertising not specifically targeted at Johnson-Brower personnel will not, by itself, constitute prohibited solicitation.

28. Warranties

Johnson-Brower will provide its services in a professional manner consistent with the nature of the engagement.

EXCEPT FOR EXPRESS OBLIGATIONS STATED IN A WRITTEN AGREEMENT, SERVICES AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. JOHNSON-BROWER DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

29. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOHNSON-BROWER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THE SERVICES.

To the maximum extent permitted by applicable law, Johnson-Brower's aggregate liability arising from or relating to a particular engagement shall not exceed the amount of consulting fees actually paid by the Client to Johnson-Brower for that engagement during the ninety (90) days immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

30. Indemnification

To the extent permitted by law, the Client agrees to defend, indemnify, and hold harmless Johnson-Brower Financial Group LLC and its owners, officers, employees, consultants, contractors, and representatives from third-party claims, liabilities, losses, damages, and reasonable costs arising from:

• The Client's business operations;
• The Client's products or services;
• The Client's violation of law;
• The Client's misuse of Johnson-Brower materials;
• Information or materials supplied by the Client;
• The Client's employment or personnel decisions; or
• The Client's material breach of these Terms or the applicable engagement agreement.

31. Good-Faith Dispute Resolution

Before commencing formal arbitration, the parties agree to make a reasonable good-faith effort to resolve the dispute directly.

A party asserting a dispute should provide written notice describing the issue and the requested resolution. The parties should then provide a reasonable opportunity for direct discussion before initiating formal proceedings, except where immediate legal action is reasonably necessary to protect intellectual property, confidential information, preserve legal rights, or obtain emergency relief.

32. Binding Arbitration

Except for matters expressly permitted to proceed in court under these Terms, any dispute, claim, or controversy arising from or relating to these Terms, an engagement, the services, payment obligations, or the parties' business relationship shall be resolved through final and binding arbitration rather than a trial in court, to the extent permitted by applicable law.

Arbitration shall be conducted on an individual basis before one neutral arbitrator in Michigan under mutually agreed commercially reasonable arbitration rules. If the parties cannot agree on an arbitration administrator or applicable rules, either party may seek appointment of an arbitrator or other appropriate relief from a court of competent jurisdiction as permitted by applicable law.

The arbitrator may award any remedy available under the applicable agreement and law, subject to the contractual limitations contained in these Terms.

Judgment on an arbitration award may be entered in any court having jurisdiction.

33. Individual Proceedings and Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT CLAIMS SHALL BE BROUGHT ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

The arbitrator shall not consolidate claims of different clients or conduct a class, collective, or representative proceeding unless applicable law requires otherwise.

34. Court Proceedings and Injunctive Relief

Notwithstanding the arbitration provision, either party may seek appropriate temporary, preliminary, emergency, or injunctive relief from a court of competent jurisdiction where reasonably necessary to protect intellectual property, confidential information, trade secrets, or other rights for which immediate equitable relief may be appropriate.

A party may also use a court of competent jurisdiction to enforce an arbitration agreement, confirm or enforce an arbitration award, or address another matter that applicable law permits or requires to be heard by a court.

35. Governing Law

These Terms and each engagement shall be governed by and construed under the laws of the State of Michigan, without regard to conflict-of-law principles, except to the extent federal law controls a particular issue.

36. Attorney Fees, Collection Costs, and Enforcement Expenses

If a Client fails to pay amounts properly due under an engagement or materially breaches an enforceable obligation and Johnson-Brower is required to pursue collection, arbitration, litigation, or other enforcement, the Client agrees to pay Johnson-Brower's reasonable costs of collection and enforcement, including reasonable attorney fees, arbitration fees, filing fees, and related enforcement expenses, to the extent permitted by applicable law and awarded or otherwise enforceable.

Johnson-Brower's acceptance of a partial or late payment does not waive its right to collect the remaining amount due.

37. Chargebacks and Payment Disputes

The Client agrees to contact Johnson-Brower and make a good-faith effort to resolve a payment dispute through the dispute procedures in these Terms before initiating a chargeback or similar payment reversal, except where applicable law or card-network rules provide otherwise.

Filing a chargeback, payment dispute, stop-payment request, or similar payment reversal does not by itself cancel the Client's engagement, terminate these Terms, or eliminate an otherwise valid contractual payment obligation.

Johnson-Brower may provide the applicable agreement, acceptance records, invoices, communications, service records, attendance records, deliverables, these Terms, and other relevant information to a payment processor, financial institution, arbitrator, court, collection provider, or other appropriate party when reasonably necessary to respond to a payment dispute or enforce an obligation.

38. Force Majeure

Except for payment obligations already due, neither party shall be responsible for a delay or failure caused by circumstances beyond its reasonable control, including severe weather, natural disaster, widespread internet or utility outage, governmental action, war, civil disturbance, transportation interruption, or similar extraordinary events.

Where reasonably possible, the affected party will attempt to resume performance after the event ends.

Medical or personal circumstances preventing Johnson-Brower from completing an engagement are addressed separately by Section 12.

39. Communications

The Client agrees that Johnson-Brower may communicate regarding the engagement through reasonable business channels, including email, telephone, text message, video conference, and other agreed communication platforms.

Marketing text messages or other communications requiring separate consent will be governed by the applicable consent provided by the recipient and Johnson-Brower's SMS policies.

40. Electronic Signatures and Acceptance

Electronic signatures, electronic acceptance, checked acceptance boxes, digital contracts, electronically accepted proposals, and similar electronic methods may be used to form binding agreements to the extent permitted by applicable law.

Acceptance of an engagement may also incorporate these Terms by reference.

41. Assignment

The Client may not assign or transfer its rights or obligations under an engagement without Johnson-Brower's prior written consent.

Johnson-Brower may assign an agreement in connection with a merger, restructuring, sale of substantially all relevant assets, or transfer to a successor business, subject to applicable law.

42. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law or severed as necessary, and the remaining provisions shall continue in effect.

43. No Waiver

A party's failure or delay in enforcing a provision does not waive that provision or the right to enforce it later.

A waiver of one breach does not constitute a waiver of another or subsequent breach.

44. Headings

Section headings are provided for convenience and do not limit or alter the meaning of these Terms.

45. Entire Agreement and Order of Precedence

These Terms, together with the applicable signed agreement, proposal, statement of work, order form, or other written engagement document, constitute the agreement between Johnson-Brower and the Client regarding the applicable services.

If a signed engagement agreement expressly conflicts with these website Terms, the signed engagement agreement will control with respect to that specific conflict.

46. Changes to Website Terms

Johnson-Brower may update these website Terms from time to time. Updated Terms will be posted on this page with a revised effective date.

Changes will apply prospectively except where the Client separately agrees otherwise or applicable law permits another treatment. Material contractual obligations for an existing engagement will not be retroactively altered merely by posting new website Terms.

47. Client Acknowledgment

48. Contact

Questions regarding these Terms or a Johnson-Brower consulting engagement may be directed to Johnson-Brower Financial Group LLC.