These Terms of Service ("Terms") govern your relationship with Alexgrove Holdings LLC ("we," "us," "our," or "the Company") when you engage us to hold, structure, or govern an entity, request a consultation, use our website, or otherwise interact with us. By contacting us, requesting a consultation, signing a holding agreement, or using our website, you accept these Terms in full.
If you do not accept these Terms, you should not contact us to engage services or use our website. If you are acting on behalf of a company, you represent and warrant that you have the authority to bind that entity to these Terms.
These Terms apply in addition to any holding agreement, governance agreement, or master services agreement that we execute with you for a specific holding relationship. Where a specific agreement conflicts with these Terms, the specific agreement controls for that holding relationship.
In these Terms, the following terms have the following meanings:
Alexgrove Holdings LLC is a holding company. We hold, structure, and govern entities; we do not operate the underlying businesses. Our Holding Services include:
We hold with discipline and govern with clarity. We do not take over the business decisions of the Held Entity; we provide the holding structure and governance layer above it. We do not manage the Held Entity except where the Holding Agreement explicitly provides for a holding company that manages.
Each Holding Relationship is defined by a Holding Agreement that specifies the Held Entity, the Holding Services we will provide, the term, the fees, the governance structure, and any limitations. We will not perform Holding Services outside the scope of the Holding Agreement without the Held Entity's written agreement.
If the Held Entity requires Holding Services beyond the scope of the Holding Agreement, the parties will negotiate an amendment or a new Holding Agreement before those Services are performed. Services outside the scope may be billed at our then-current rates.
To enable us to perform the Holding Services, the Held Entity agrees to:
If the Held Entity fails to provide information, access, or decisions necessary for us to perform the Holding Services, we may suspend performance, extend deadlines, or adjust fees to reflect the additional cost — without liability for delays or consequences caused by the Held Entity's failure.
For Holding Relationships that involve bank holding companies, financial holding companies, or agreement corporations, the following additional terms apply:
For Holding Relationships that involve insurance holding companies, nonbank holding companies, or personal holding companies, the following additional terms apply:
For Holding Relationships that involve public utility holding companies or railroad holding companies, the following additional terms apply:
For Holding Relationships that involve savings and loan holding companies or thrift holding companies, the following additional terms apply:
For Holding Relationships that involve the operation of corporate, head, headquarters, centralized administrative, district, regional, or subsidiary management offices, the following additional terms apply:
Fees are stated in the Holding Agreement and may be structured as a fixed annual fee, a monthly retainer, or a combination. Unless the Holding Agreement states otherwise:
Expenses incurred on behalf of the Held Entity — such as regulatory filing fees, professional advisor fees, or audit costs — are billed at cost plus an administrative fee where the Holding Agreement so provides.
All content on our website — including text, graphics, logos, and design — is the property of Alexgrove Holdings LLC or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without our written permission.
Governance documentation, corporate records, and regulatory filings created for a Held Entity during a Holding Relationship remain the property of the Held Entity, subject to our right to retain copies for our own records as required by applicable law and the Holding Agreement.
Each party agrees to keep confidential the terms of the Holding Relationship, the Held Entity's corporate, financial, and regulatory information, and any non-public information handled during the holding relationship. This obligation survives the end of the Holding Relationship and the termination of any agreement.
Information that is already public, independently developed, or rightfully received from a third party without breach of confidentiality is not subject to this obligation. We handle non-public information about bank, insurance, and regulated entities under applicable insider information and regulatory confidentiality requirements.
We warrant that we will perform the Holding Services with reasonable skill and care, in accordance with the scope of the Holding Agreement and applicable regulatory requirements. To the extent a governance failure is caused by our breach, the Held Entity's remedy is to request correction of the failure.
Except as expressly stated in the Holding Agreement or in these Terms, we disclaim all other warranties — express, implied, or statutory — including warranties of merchantability and fitness for a particular purpose. We do not warrant specific business outcomes, regulatory approvals, or financial results, as those depend on factors outside our control.
We do not provide legal, accounting, tax, or regulatory compliance advice to the Held Entity. Where a Held Entity requires such advice, the Held Entity should engage a licensed professional in the relevant field. We do not warrant that the holding structure will achieve any specific regulatory or tax outcome; the Held Entity is responsible for validating regulatory and tax outcomes with its own advisors.
To the maximum extent permitted by law, our total liability under any Holding Relationship or under these Terms is limited to the fees paid by the Held Entity for the Holding Services that are the subject of the claim during the twelve months preceding the event giving rise to the claim. We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost regulatory approvals, or regulatory penalties incurred by the Held Entity, except where such exclusion is not permitted by applicable law.
This limitation applies even if we have been advised of the possibility of such damages. It does not apply to liability that cannot be limited by law — such as liability for fraud, willful misconduct, or breaches of banking or insurance law where such liability is non-waivable.
The Held Entity agrees to indemnify and hold harmless Alexgrove Holdings LLC from claims arising out of the Held Entity's own business decisions, the Held Entity's own regulatory compliance failures, the Held Entity's failure to provide accurate information or access, or the Held Entity's failure to comply with applicable laws — except to the extent a claim arises from our breach of these Terms or the Holding Agreement.
We agree to indemnify and hold harmless the Held Entity from claims arising out of our own breach of these Terms, our own willful misconduct, or our own failure to maintain the holding structure in accordance with the Holding Agreement — except to the extent a claim arises from the Held Entity's own operations or decisions.
Neither party is liable for failure to perform under a Holding Relationship where the failure is caused by an event beyond the party's reasonable control, including:
The affected party must give prompt notice and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected Holding Relationship without liability, with payment for Holding Services performed up to the date of termination.
A Holding Relationship begins on the date stated in the Holding Agreement and continues for the term stated. Either party may terminate a Holding Relationship for material breach by the other party, with written notice and a reasonable opportunity to cure. Either party may terminate for convenience on the notice period stated in the Holding Agreement, or 90 days if none is stated, to allow for an orderly transition of the holding structure.
On termination, the Held Entity pays for Holding Services performed up to the date of termination. We return or transfer governance records, corporate documentation, and regulatory filings as required by the Holding Agreement and applicable law. Provisions that by their nature survive — including confidentiality, indemnification, dispute resolution, and limitation of liability — remain in effect after termination.
These Terms and any Holding Agreement are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. The parties submit to the jurisdiction of the courts of Wyoming for any dispute that is not resolved by agreement or arbitration.
Before litigation, the parties agree to attempt good-faith resolution through negotiation between senior representatives. If the dispute is not resolved within 60 days, either party may initiate arbitration under the rules of a mutually agreed arbitration body, or file suit in a court of competent jurisdiction in Wyoming.
We hold bank, insurance, financial, utility, railroad, and thrift entities under the regulatory frameworks that govern those categories. We cooperate with Regulators and provide documentation as required by applicable law. We do not, however, assume responsibility for the Held Entity's own regulatory compliance — that responsibility remains with the Held Entity.
If a regulatory change requires a change in the holding structure, the parties will negotiate in good faith to adjust the Holding Agreement to the new regulatory framework.
Our website may reference or link to third-party websites, regulators, or industry resources. We are not responsible for the content, accuracy, or availability of those third-party resources, and we make no warranty regarding them.
Where we handle personal data on behalf of a Held Entity, the parties will execute a data processing agreement before we begin handling such data. The data processing agreement governs our handling of personal data in addition to these Terms and the Holding Agreement. Where the three conflict regarding personal data, the data processing agreement controls.
These Terms, together with the Holding Agreement and any data processing agreement for a specific Holding Relationship, constitute the entire agreement between the parties regarding that Holding Relationship and supersede all prior discussions, proposals, and communications. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.
We may update these Terms from time to time. When we make material changes, we will update the "Effective Date" at the top of these Terms and, where appropriate, provide notice to active Held Entities. The version of these Terms in effect at the start of a Holding Relationship governs that Relationship, unless the Holding Agreement states otherwise.
If you have questions about these Terms, about a Holding Relationship, or about any other aspect of our business, please contact us: