TERMS AND CONDITIONS OF USE
PLEASE READ THIS LEGAL DOCUMENT CAREFULLY. THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. THESE TERMS REQUIRE THE USE OF ARBITRATION (ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; AND (C) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.
1. Agreement. This Term of Use agreement ("the "Agreement") specifies the Terms and Conditions for access to and use of EVERFLOW CONSULTING (the "Site") and describe the terms and conditions applicable to your access of and use of the Site. This Agreement may be modified at any time by EVERFLOW CONSULTING upon posting of the modified Agreement. Any such modifications shall be effective immediately. You can view the most recent version of these terms at any time at everflowconsulting.com Each use by you shall constitute and be deemed your unconditional acceptance of this Agreement.
3. Ownership. All content included on this site is and shall continue to be the property of EVERFLOW CONSULTING or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Site.
4. Intended Audience. Users must be either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms. You hereby represent and warrant that, you are domiciled in the United States and you are 18 years old or older. In any case, you hereby represent and warrant that you are 13 years of age or older, as this Site is not intended for children under 13. A user’s right to participate in this site may be terminated without warning, if EVERFLOW CONSULTING discovers that a user is under 13 years of age.
5. Trademarks, Copyrights and Other Intellectual Property. The trademarks, logos, service marks, trade names, copyrights or other intellectual property (collectively the “EVERFLOW IP”) displayed on the Site or on content available through the Site are registered and unregistered EVERFLOW IP of EVERFLOW IP and others and may not be used unless authorized by the trademark owner. All EVERFLOW IP not owned by us that appear on the Site or on or through the Site’s services, if any, are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any EVERFLOW IP displayed on the Site without our written permission or that of the third-party rights holder. Your misuse of the EVERFLOW IP displayed on the Site is strictly prohibited.
6. Site Use. EVERFLOW CONSULTING grants you a limited, revocable, nonexclusive license to use this site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the site, reverse engineer or break into the site, or use materials, products or services in violation of any law. The use of this website is at the discretion of EVERFLOW CONSULTING and EVERFLOW CONSULTING may terminate your use of this website at any time.
7. Payment Terms. All applicable prices are set forth alongside the goods and services offered on the Site or separate proposal sent directly to you. Such prices are subject to change at any time by us in our sole discretion. Additionally, to the extent that we offer a promotion in connection with any particular item, the terms of such offer shall be set forth in a separate document that shall govern its applicability (and, in the event of a conflict herewith, be considered the governing document). You will be responsible for the prices stated at the time of your transaction, as well as any sales, use, excise, and related taxes. Payment may only be made with a valid credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal or Stripe). By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation and understand that in the event of a chargeback request you understand that your payment is non-refundable and not available for a chargeback request if payment has been received by EVERFLOW CONSULTING.
8. Guarantees. As a participant in any program of EVERFLOW CONSULTING, we cannot guarantee that any participant will have their personal or business goals and/or desired results of any nature as a result of their engagement in our programs or services. Our programs and services are structured to provide education and accountability to all participants. Participants are encouraged to be active and engage in the process and understand that their participation will determine all outcomes. By participating in EVERFLOW CONSULTING you understand that no transformations cannot be guaranteed and are not eligible for any chargebacks from your payment processor. By accessing any materials or engaging in any service you understand that you are not entitled to any refund at any time.
9. Prohibited User Conduct. You warrant and agree that, while using the Site and the various services and features offered on or through the Site, you shall not:
(i) impersonate any person or entity or misrepresent your affiliation with any other person or entity;
(ii) insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or
(iii) attempt to gain unauthorized access to other computer systems through the Site.
In addition, you warrant and agree that you shall not:
(i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of accessing, logging-in or registering on the Site or for any services or features offered on or through the Site, or obtaining lists of users or obtaining or accessing other information or features on, from or through the Site or the services offered on or through the Site, including, without limitation, any information residing on any server or database connected to the Site or any services offered on or through the Site;
(ii) obtain or attempt to obtain unauthorized access to computer systems, materials, information or any services made available on or through the Site through any means;
(iii) use the Site or the services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
(iv) use the Site or the Site’s services or features in violation of EVERFLOW CONSULTING’s or any third party’s intellectual property or other proprietary, personal or legal rights; or
(v) use the Site or the Site’s services in violation of any applicable law. You further agree that you may not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Site’s services, or any content thereof, or make unauthorized use thereof. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.
10. Public Forums. EVERFLOW CONSULTING may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Site. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Site or any service or feature made available on or through the Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Site or the Site’s services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from the Site or EVERFLOW CONSULTING. You alone are responsible for the content and consequences of any and all of your activities.
11. Right to Monitor and Editorial Control. EVERFLOW CONSULTING reserves the right, but does not have an obligation, to monitor and/or review materials, in whole or in part, posted to the Site or through the Site’s services or features by users, and EVERFLOW CONSULTING is not responsible for any such materials posted by users. However, EVERFLOW CONSULTING reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in EVERFLOW CONSULTING’s sole discretion are objectionable or in violation of these Terms of Service, EVERFLOW CONSULTING’s policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice of liability.
12. Compliance with Laws. You agree to comply with all applicable laws regarding your use of the website. You further agreed that information provided by you is truthful and accurate to the best of your knowledge.
13. Representations & Warranties (R&Ws); Disclaimers; Limitations on Liability.
(i) Buyer’s R&Ws. You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the goods and services provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) that you are buying goods or services from the Site for solely your own use, and not for resale or export.
(ii) COMPANY’S WARRANTY AND DISCLAIMERS. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. EVERFLOW CONSULTING ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
(iii) LIABILITY CAP. UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE YOU PAID ON THE SITE FOR ANY PRODUCTS OR SERVICES. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND.
14. Indemnification. You agree to indemnify, defend and hold EVERFLOW CONSULTING and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
15. Disclaimer. THE INFORMATION ON THIS SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. EVERFLOW CONSULTING DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.
16. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EVERFLOW CONSULTING BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
18. Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:
(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) A description of the copyrighted work that you claim has been infringed;
(iii) A description of where the material that you claim is infringing is located on the Site;
(iv) Your address, telephone number, and e-mail address;
(v) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Site is Jeanine Everflow, who can be reached as follows:
By E-mail: email@example.com
19. Applicable Law. You agree that the laws of the state of Virginia without regard to conflicts of laws provisions will govern these Terms and Condition of Use and any dispute that may arise between you and EVERFLOW CONSULTING or its affiliates.
20. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
21. Waiver. The failure of EVERFLOW CONSULTING to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by EVERFLOW CONSULTING must be in writing and signed by an authorized representative of EVERFLOW CONSULTING.
22. Termination. These Terms begin on the date you first use this Site and continue as long as you continue to use the Site. EVERFLOW CONSULTING may terminate, change, suspend, or discontinue any aspect of the Site or the Site’s services at any time. EVERFLOW CONSULTING may restrict, suspend, or terminate your access to the Site and/or its services if we believe you are in breach of its terms and conditions or applicable law, or for any other reason without notice or liability.
23. Governing Law & Arbitration.
(a) Governing Law. These Terms shall be governed by the laws of the State of Virginia without regard to its conflict of laws principles.
(b) Binding Arbitration. Subject to subsection (c) below and all applicable laws, you are agreeing to give up: (i) your right to litigate any claims that may arise hereunder in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one arbitrator sitting in Amelia County, Virginia. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Virginia. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the parties. Company shall bear all of its own costs, as well as your reasonable outside attorneys’ fees, actually incurred in connection with any such arbitration proceedings; provided, however, that if we are the prevailing party, we shall be entitled to reimbursement for those amounts that were expended on your behalf. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. This Section 23. provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.
(c) Small-Claims Option. Notwithstanding the foregoing, you may elect to pursue a breach of warranty claim in small-claims court rather than submit to binding arbitration, but only if you provide us with written notice of your desire to do so within 90 days of your purchase transaction. Any small-claims court proceeding initiated hereunder will be limited solely to your individual dispute; i.e., you are not permitted to file, or participate in, a class action suit in small-claims court with respect to these Terms.
24. Third Party Beneficiaries. These Terms are for your sole benefit and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
25. Force Majeure. Company shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes or other labor problems, pandemics. floods, lockouts, fires, acts of God, terrorism, and/or delivery, vendor, supplier, or other third-party delays, non-performance, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, or failures of any kind. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
26. Relationship of the Parties. Nothing contained in this Agreement or your use of the Site shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
28. Contact Information.