Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Sustainable Facilities Management Group, an S corporation ("SFMG," "we," "us"). They govern your use of sfmg.group and any related service we operate, including the client portal, the service-partner portal, and the internal Vault platform (collectively, the "Service").

By accessing the Service, creating an account, or submitting an inquiry through any of our forms, you agree to these Terms. If you do not agree, do not use the Service.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, in which case "you" refers to that organization.

SFMG provides environmental control and facility maintenance services for luxury retail boutiques. The Service operates on two principal sides:

• Brand clients engage SFMG under separately negotiated written agreements (the "Client Agreement"). The client portal surfaces operational records, certificates, invoices, and payment status associated with that engagement.
• Service partners are independent contractors certified by SFMG to perform service visits at client locations under separately signed independent-contractor agreements (the "Partner Agreement"). The partner portal manages dispatch, photo verification, and partner invoicing.

Public marketing pages (this site outside the portals) are available for general informational use.

In the event of a conflict between these Terms and a written Client Agreement or Partner Agreement, the signed agreement controls.

The Service is intended for businesses and their authorized adult representatives. By using the Service, you represent that you are at least 18 years old and have the legal capacity to enter into these Terms.

Account registration on the client and partner portals is by invitation. You agree to provide accurate, current information, keep your credentials confidential, and notify us promptly of any suspected unauthorized access. You are responsible for all activity under your account.

You agree not to:

• use the Service to violate applicable law, infringe third-party rights, or transmit malicious code;
• attempt to access any portion of the Service for which you are not authorized — including other clients' or partners' data;
• probe, scan, or test the Service for vulnerabilities except as expressly permitted by us in writing;
• circumvent rate limits, authentication, or other protective mechanisms;
• scrape, crawl, copy, or otherwise extract content from the Service for redistribution or model training without our written permission;
• use the Service to harass, defame, or impersonate any person, or to upload content that depicts identifiable third parties without their consent;
• interfere with or disrupt the Service, the servers it runs on, or the experience of any other user.

Service partners upload photographs and check-in / check-out metadata as part of each service visit. By uploading content, you represent that:

• the content depicts the contracted location and the work you performed there;
• you have the right to upload the content and grant SFMG and the relevant brand client a non-exclusive, perpetual, royalty-free license to use, reproduce, and store the content for the purpose of documenting the engagement, processing payment, and servicing the account;
• photographs do not intentionally depict identifiable third parties without their consent.

SFMG may refuse, reject, or remove any uploaded content that violates these Terms or that, in our reasonable judgment, fails the verification criteria described in our operating standard (including but not limited to mismatched location coordinates, duplicate uploads, or content that does not depict the contracted work).

SFMG operates accounts receivable and accounts payable through QuickBooks. For brand clients, invoices are generated against the Client Agreement and presented Net-30 unless otherwise specified. Late payments may accrue interest as provided in the Client Agreement or, in its absence, at the lower of 1.5% per month or the maximum rate permitted by law.

For service partners, payment terms are governed by the Partner Agreement. Partner invoices are generated against verified service visits and approved by SFMG before release.

We do not store full payment-card or bank-account numbers on our platform. QuickBooks (Intuit) is the system of record for those details.

SFMG content

The SFMG name, the SFMG mark, the gold-rule visual identity, the "Vault" naming, the operating-standard editorial, the platform code, and the documentation are owned by SFMG or its licensors and are protected by copyright, trademark, and other laws. We grant you a limited, non-exclusive, non-transferable license to use the Service for its intended purpose. No other rights are granted by these Terms.

Your content

You retain ownership of content you submit (inquiry messages, uploaded photos, account information). Subject to Section 5, you grant SFMG and your contracting counterpart (e.g., the brand client receiving service-visit records) the licenses necessary to operate the Service for you.

Feedback

If you submit suggestions, ideas, or feedback about the Service, you grant SFMG a perpetual, royalty-free, worldwide license to use that feedback without restriction.

In the course of using the Service, you may have access to non-public information about SFMG, brand clients, service partners, or the operations of luxury retail locations. You agree to treat that information as confidential, to use it only for the purpose for which you received it, and to apply at least the same level of care you apply to your own confidential information of like importance.

Where a Client Agreement, Partner Agreement, or non-disclosure agreement governs the relationship, the more specific terms in that document control.

Our handling of personal information is described in the Privacy Notice, which is incorporated into these Terms by reference.

We aim for the Service to be reliable and continuously available but do not guarantee uninterrupted operation. We may suspend or modify portions of the Service for maintenance, capacity, or security reasons. Where a Client Agreement or Partner Agreement specifies a service level, that document controls.

You may close your account at any time by emailing zamora@sfmg.group. We may suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, the Client Agreement, the Partner Agreement, or applicable law, or if continued provision of the Service to you exposes us or any other user to material risk.

Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) survive.

EXCEPT AS EXPRESSLY STATED IN A SIGNED CLIENT AGREEMENT OR PARTNER AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFMG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, or that any defects will be corrected. Information presented on the public site is for general informational purposes and should not be relied upon as a substitute for professional advice.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFMG, ITS AFFILIATES, AND ITS PERSONNEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SFMG'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO SFMG UNDER A CLIENT AGREEMENT OR PARTNER AGREEMENT IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE OR (B) ONE HUNDRED U.S. DOLLARS.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain liabilities; the foregoing limitations apply to the fullest extent permitted by law in your jurisdiction.

You agree to defend, indemnify, and hold harmless SFMG and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service in breach of these Terms, (b) content you submit, or (c) your violation of any law or third-party right.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Service that the parties cannot resolve through good-faith negotiation will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration will be Miami, Florida, and the proceedings will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation, or violation of intellectual-property or confidentiality rights.

No class actions. To the fullest extent permitted by law, you and SFMG agree to bring claims only in your individual capacity and not as a plaintiff or class member in any class, consolidated, or representative action.

We may update these Terms from time to time. The "Effective" date at the top will reflect the latest revision. If a change is material, we will notify account-holders by email and post a banner on the site for at least 30 days before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

These Terms, together with any Client Agreement, Partner Agreement, or other written agreement between you and SFMG, constitute the entire agreement between you and SFMG concerning the Service. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. SFMG may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets.

No waiver of any term or condition will be deemed a further or continuing waiver of such term or any other term. Headings are for convenience only and do not affect interpretation.

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network or telecommunication failures, or labor disputes.

SFMG (Sustainable Facilities Management Group)
zamora@sfmg.group
(786) 267-1740