Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of johnsonstrategic.io (the "Site") and the services offered by Johnson Strategic Advisory LLC ("Johnson Strategic Advisory," "we," "our," or "us"). By using the Site or engaging us for advisory services, you agree to these Terms.

If you do not agree, do not use the Site or our services.

1. Who We Are

Johnson Strategic Advisory LLC is a limited liability company organized under the laws of the Commonwealth of Kentucky. We provide fractional CFO services, strategic financial advisory, fundraising preparation, and cross-border (U.S. / Latin America) finance support for startups and growth-stage businesses.

2. Eligibility

You must be at least 18 years old and authorized to enter agreements on behalf of any business you represent. By using the Site, you confirm that you meet these requirements.

3. The Services

The Site is an informational and lead-generation platform. The advisory services we offer (fractional CFO engagements, Raise-Ready Sprints, finance stack setup, market entry support, and project work) are provided pursuant to a separate signed engagement letter or service agreement.

A formal client relationship begins only when both parties sign a written engagement letter outlining scope, fees, deliverables, and timeline. Until that document is signed, no advisor-client relationship exists; we are not obligated to provide services and you are not obligated to engage us. Submitting a contact form, scheduling a call, downloading a tool, or exchanging emails does not create such a relationship.

4. No Professional Advice from the Site

The content on this Site — including articles on The Brief, the CFO Toolkit, the Raise-Ready Scorecard, FAQ answers, and any other materials — is provided for general informational and educational purposes only. Nothing on the Site constitutes financial, legal, tax, accounting, or investment advice. You should consult with qualified professionals (CFO, accountant, attorney, tax advisor) before making any business or financial decisions.

5. Free Tools and Resources

We offer free interactive tools, including but not limited to the CFO Toolkit (burn rate, break-even, unit economics, cash flow, and financial health calculators) and the Raise-Ready Scorecard. These tools are provided "AS IS" and "AS AVAILABLE" without warranty of any kind, express or implied.

The data you enter into these tools is stored only in your browser's localStorage on your own device — it is never transmitted to us, our servers, or any third party. We have no access to and cannot recover the data you enter. You are solely responsible for the accuracy of your inputs and for any decisions you make based on the outputs.

6. No Guarantee of Results

While we strive to deliver high-quality advisory services, we make no guarantees regarding specific financial outcomes, fundraising success, valuation outcomes, investor introductions, business performance, or any other result. Past results do not guarantee future outcomes. Every business situation is unique, and results vary.

7. Your Submissions

Information you submit through the Site (contact form messages, business details, scheduling information) must be truthful and accurate. By submitting information, you confirm that you have the right to share it and that doing so doesn't violate any third-party rights or applicable laws. You retain ownership of information you submit. By submitting, you grant us a non-exclusive, worldwide, royalty-free license to use the submission as needed to respond to your inquiry and operate the business.

We may use anonymized, aggregated information from submissions and tool usage to improve our services and understand market trends. We do not share identifiable details of your submissions or tool inputs publicly.

8. Acceptable Use

When using the Site, you agree not to:

• Violate any applicable law or regulation
• Submit false, misleading, or fraudulent information
• Impersonate any person or business or misrepresent your affiliation
• Harass, threaten, or defame us, our staff, or any third party
• Reverse-engineer, decompile, scrape, or otherwise interfere with the operation of the Site
• Use automated tools (bots, scrapers, crawlers) to access the Site beyond what is permitted by our robots.txt
• Attempt to gain unauthorized access to our systems, accounts, or networks
• Use the Site to transmit malware, viruses, or harmful code

We may decline service, terminate engagements, or restrict access at our discretion if these terms are violated.

9. Intellectual Property

The Site, its content, branding, design, software, the CFO Toolkit, the Raise-Ready Scorecard, blog posts on The Brief, and all related materials are owned by Johnson Strategic Advisory LLC or licensed to us, and are protected by applicable intellectual property laws. You may not copy, modify, distribute, sell, lease, or create derivative works without our prior written consent. Limited personal or internal-business use of the free tools (entering your own data, viewing your own results, exporting your own PDF) is permitted as part of their intended function.

10. Third-Party Services and Links

The Site integrates with and links to third-party services, including but not limited to Calendly (scheduling), Formspree (contact form processing), Google Fonts and Google Analytics 4 (Google LLC), Microsoft Clarity and Bing Webmaster Tools (Microsoft Corporation), Hostinger International (web hosting), and LinkedIn. We are not responsible for the content, privacy practices, terms, or availability of any third-party site or service. Your use of any third-party service is governed by that provider's own terms and policies.

11. Disclaimers

THE SITE, THE FREE TOOLS, AND ANY INFORMATION OR CONTENT ACCESSIBLE THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement
• We do not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components
• We do not warrant that any specific financial, fundraising, or business outcome will result from your use of the Site, the free tools, or our services
• Calculations and outputs from the free tools are illustrative based on inputs you provide — not guarantees of any outcome

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total cumulative liability arising from or related to these Terms, the Site, the free tools, or our services is limited to the greater of (a) the amount you paid us in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars (US$100)
• We are not liable for indirect, incidental, consequential, special, exemplary, or punitive damages — including lost profits, lost revenue, lost business opportunity, lost goodwill, or loss of data — even if we have been advised of the possibility

Some jurisdictions don't allow these limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Johnson Strategic Advisory LLC, its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Site, the free tools, or our services; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property, privacy, or contractual rights; or (d) the truthfulness or accuracy of information you submit through the Site.

14. Privacy

Your use of the Site is also governed by our Privacy Policy, which describes how we collect, use, and protect your information.

15. Governing Law and Dispute Resolution

Johnson Strategic Advisory LLC is a limited liability company organized under the laws of the Commonwealth of Kentucky. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws principles. Any dispute arising under or in connection with these Terms shall be resolved exclusively in (a) the state courts of the Commonwealth of Kentucky sitting in Madison County, Kentucky, or (b) the United States District Court for the Eastern District of Kentucky (Lexington Division), which serves Madison County. You consent to the personal and exclusive jurisdiction of those courts and waive any objection to venue or forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Arbitration and Class Action Waiver

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court.

(a) Agreement to arbitrate. Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the free tools, or our services — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory — shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or the Commercial Arbitration Rules if you are using the Site in a non-consumer capacity). The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(b) Federal Arbitration Act. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.), which preempts inconsistent state law.

(c) Class action waiver. YOU AND JOHNSON STRATEGIC ADVISORY LLC AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class-action waiver is found to be unenforceable, then the entirety of this Section 16 (Arbitration and Class Action Waiver) shall be null and void, and the parties shall instead resolve disputes in court pursuant to Section 15 (Governing Law and Dispute Resolution).

(d) Carve-outs. This Section 16 does not require arbitration of:

• Claims that may be brought in small-claims court, provided the action remains individual and non-representative; or
• Actions seeking only injunctive or other equitable relief to enforce intellectual-property rights or to prevent unauthorized use, copying, or disclosure of confidential information.

(e) 30-day opt-out. You may opt out of this arbitration agreement by sending written notice within thirty (30) days of your first acceptance of these Terms (or the addition of this Section, whichever is later). Send the notice to info@johnsonstrategic.io with the subject line "Arbitration Opt-Out" and include your full name and the email address used. A timely opt-out means this Section 16 does not apply to you, but all other Terms — including Section 15 (Governing Law and Dispute Resolution) — continue in effect.

(f) Arbitration location and costs. Arbitration shall be conducted by phone, video, or document submission unless the arbitrator determines an in-person hearing is necessary, in which case it will be held in Madison County, Kentucky (or another mutually agreed location). Each party bears its own attorneys' fees and costs unless the arbitrator awards otherwise under applicable law. AAA filing fees are governed by AAA's published fee schedule.

(g) Survival. This Section 16 survives termination of these Terms or your use of the Site or services.

17. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, labor disputes, internet or hosting-provider outages, third-party service failures, or supply-chain disruptions.

18. Termination

We may suspend or terminate your access to the Site or our services at any time, with or without notice, for any reason, including but not limited to a violation of these Terms, suspected fraudulent or illegal activity, non-payment of agreed fees, or where continued provision is impractical due to circumstances beyond our control. Upon termination, your right to access the Site ceases immediately, but the provisions of these Terms that by their nature should survive termination — including Sections 9 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law and Dispute Resolution), 16 (Arbitration and Class Action Waiver), and 19 (Survival) — will continue in full force.

19. Survival

Any provision of these Terms which by its nature should reasonably survive termination — including provisions related to intellectual property, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and arbitration — shall remain in effect after termination of your use of the Site or our services.

20. Consent to Electronic Records and Signatures

You consent to receive communications from us electronically (by email, through the Site, or via the messaging features of services such as Calendly), and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You also agree that engagement letters, service agreements, and other contracts may be executed by electronic signature (including via DocuSign or comparable services) and that such electronic signatures have the same legal effect as handwritten signatures pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA), where applicable.

21. DMCA Notice and Takedown

We respect intellectual property rights and respond to valid notices of alleged copyright infringement under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. If you believe content on the Site infringes your copyright, please send a written notice to our designated agent containing all of the following:

• A physical or electronic signature of the copyright owner or authorized agent
• Identification of the copyrighted work claimed to be infringed
• Identification of the allegedly infringing material and information sufficient to locate it on the Site
• Your contact information (address, telephone number, email)
• A statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner

Send DMCA notices to info@johnsonstrategic.io with the subject line "DMCA Takedown Request." Counter-notices may be sent to the same address. We may terminate access for users determined to be repeat infringers.

22. Export Controls and Sanctions Compliance

You represent and warrant that (a) you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or designated by the U.S. government as a "terrorist supporting" country; (b) you are not on any U.S. government list of prohibited or restricted parties (including the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List); and (c) your use of the Site or our services will comply with all applicable U.S. and international export-control and economic-sanctions laws, including the Export Administration Regulations and sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). This representation is particularly relevant for our cross-border services in Latin America.

23. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated by posting the updated Terms with a new "Last updated" date at the top. Continued use of the Site or our services after changes are posted constitutes your acceptance of the revised Terms.

24. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or similar transaction.

25. Severability

If any provision of these Terms is found unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

26. Entire Agreement

These Terms, together with our Privacy Policy and any signed engagement letter or service agreement, constitute the entire agreement between you and Johnson Strategic Advisory LLC concerning your use of the Site and our services, and supersede any prior agreements or communications. In the event of a conflict between these Terms and a signed engagement letter, the engagement letter governs the engagement scope; these Terms continue to govern Site use.

27. Contact Us

Questions about these Terms?

Johnson Strategic Advisory LLC
Mailing address: 2248 Broadway #2052, New York, NY 10024
info@johnsonstrategic.io
+1 (646) 490-1625

For the LLC's state of organization and the exclusive venue for disputes, see Section 15. For arbitration and class-action waiver provisions (and the 30-day opt-out), see Section 16.