Effective Date: 11-17-2001
Last Updated: 8-24-2025

Welcome to The SD Cooper Company (“SD Cooper,” “we,” “our,” or “us”). These Terms of Service and Conditions (“Terms”) govern your use of our website (www.ersop.com), client portal, and related services including but not limited to plan setup, annual administration, business valuations, and consulting (collectively, the “Services”).

By accessing or using our Services, you (“Client,” “you,” or “your”) agree to these Terms. Please read them carefully. If you do not agree, do not use our Services.

1. Scope of Services

SD Cooper provides administrative, compliance, and consulting services related to:

• ERSOP® / ROBS (Rollover for Business Startups) plan establishment and administration.
• Annual Form 5500 preparation and filing support.
• ERISA plan compliance requirements, including ERISA Fidelity Bond monitoring.
• Certified business valuations performed by qualified appraisers.
• Client education, coaching, and advisory support for plan compliance and business operations.

We are not a law firm, tax firm, or investment advisory company. Any information provided should not be considered legal, tax, or financial advice. You are encouraged to consult with your attorney, CPA, or financial advisor for guidance specific to your situation.

2. Eligibility

To use our Services, you must:

• Be at least 18 years of age.
• Be legally authorized to establish and maintain an ERISA-qualified retirement plan.
• Provide accurate, complete, and up-to-date information during registration and throughout your client relationship.

3. Client Responsibilities

You agree to:

• Provide truthful and timely information necessary for plan setup, compliance, and administration.
• Maintain an ERISA Fidelity Bond as required by the Department of Labor.
• Engage an independent, qualified appraiser for required valuations (we may provide or facilitate this service).
• Retain responsibility for all legal, tax, and investment decisions related to your plan and business.
• Keep your login credentials to the SD Cooper Client Portal secure and confidential.

4. Fees and Payment

• Fees for services will be communicated in writing prior to engagement.
• Payment is due upon invoice or according to the terms outlined in your client agreement.
• Late or unpaid balances may result in suspension of services, delayed filings, or plan compliance risks for which you assume full responsibility.

5. Confidentiality and Data Security

• We take commercially reasonable steps to protect client information, including secure portal access, encryption, and compliance with applicable privacy laws.
• You acknowledge that no system is completely secure, and you agree to notify us immediately if you suspect unauthorized access to your account.
• By using our Services, you consent to electronic communication and secure document sharing.

6. Compliance and Regulatory Matters

• You acknowledge that SD Cooper assists with compliance but does not guarantee compliance with ERISA, IRS, or Department of Labor requirements.
• You are responsible for reviewing and approving all filings and valuations before submission.
• Regulatory authorities may impose penalties for non-compliance; SD Cooper is not liable for such penalties.

7. Limitation of Liability

To the maximum extent permitted by law:

• SD Cooper is not liable for indirect, incidental, or consequential damages, including lost profits, arising from use of our Services.
• Our liability is limited to the amount paid by you for the Services in the 12 months preceding any claim.
• We are not responsible for actions of third-party providers, including but not limited to appraisers, lenders, custodians, or software platforms.

8. Indemnification

You agree to indemnify, defend, and hold harmless SD Cooper, its officers, employees, and affiliates from any claims, liabilities, or expenses arising from your use of the Services, failure to comply with regulatory requirements, or reliance on information provided through our Services.

9. Intellectual Property

• The term ERSOP® and related materials are protected trademarks of SD Cooper.
• All website content, templates, and client materials are the intellectual property of SD Cooper and may not be reproduced or distributed without written permission.

10. Termination

• Either party may terminate the Services with written notice.
• Upon termination, you remain responsible for outstanding fees and for ensuring ongoing compliance of your retirement plan.

11. Dispute Resolution

• These Terms are governed by the laws of the State of Missouri, without regard to conflict of law principles.
• Any disputes will be resolved through binding arbitration in St. Louis, Missouri, unless otherwise agreed in writing.

12. Changes to These Terms

We may update these Terms from time to time. The updated Terms will be posted on our website with a new “Last Updated” date. Continued use of the Services after changes constitutes acceptance of the revised Terms.

13. Contact Information

For questions about these Terms or our Services, please contact us: