Terms and Conditions
Agreement between User and Utley Strategies LLC
Please read these Terms & Conditions carefully and in their entirety before using utleystrategies.com (hereinafter referred to as the “Site”).
Welcome to Utley Strategies. The https://www.utleystrategies.com website (the “Site”) is comprised of various web pages operated by Utley Strategies. The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of the Site constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
Utley Strategies is a Service Based Business Site.
Privacy
Your use of the Site is subject to Utley Strategies’s Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.
Electronic Communications
Visiting the Site or sending emails to Utley Strategies constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Children Under Eighteen
Utley Strategies does not knowingly collect, either online or offline, personal information from persons under the age of eighteen. If you are under 18, you may use the Site only with permission of a parent or guardian.
Disclaimer
By using the Site, you understand that our Content is for informational and educational purposes only.
Affiliate disclosure
From time to time, we may link to products or services we love using affiliate links. This means that we may receive a small percentage or fee for referring you to any product you may purchase from one of those sites. These small fees help sustain our business.
We participate in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn fees by linking to Amazon.com and affiliated sites.
Guest posts
We may feature guest blog posts. If we do, we will clearly state that the post is written by a guest in the post. While we are committed to only featuring content from companies or products we have tried and loved, we make no warranties, guarantees, or representations as to the effectiveness or safety of said products or services. You should use them at your own risk and make all the appropriate investigations you need to on your own to feel comfortable using them. Please email demi@utleystrategies.com if you have any questions about our guest posts.
Links to Third Party Sites/Third Party Services
The Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Utley Strategies, and Utley Strategies is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Utley Strategies is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Utley Strategies of the site or any association with its operators.
Certain services made available via the Site are delivered by third party sites and organizations, such as Calendly to schedule consultations. By using any product, service or functionality originating from the utleystrategies.com domain, you hereby acknowledge and consent that Utley Strategies may share such information and data with any third party with whom Utley Strategies has a contractual relationship to provide the requested product, service or functionality on behalf of Utley Strategies users and customers.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Utley Strategies that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which 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 available or provided for through the Site. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Utley Strategies or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Utley Strategies content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Utley Strategies and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Utley Strategies or our licensors except as expressly authorized by these Terms.
International Users
The Service is controlled, operated and administered by Utley Strategies from our offices within the United States. If you access the Service from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Utley Strategies Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
No Claims Made Regarding Results
Any and all current or past-client testimonials, statements, or examples used by us are simply that: examples. They are not guarantees that you will also experience or receive the same results. Each client and his/her circumstances are unique and nothing shall be interpreted as a guarantee that you will experience the same results as another client.
Disclaimer: No Warranties, Guarantees, or Representations are Being Made
We do not offer any warranties, of any variety, regarding the Site, Services, and/or Products, and/or your Purchase or Download, in any way. The Site, Services, and/or Products, and/or your Purchases or Downloads are offered “as is” and without warranties of any kind, neither express nor implied, to the extent permitted by law.
Your Release of Us
By using the Site or Purchasing, Downloading, or using Utley Strategies’s Services, Downloads, and Products, you agree to release, forgive, and forever discharge Utley Strategies, its subsidiaries, employees, agents, contractors, subcontractors, and affiliates from any and all claims, suits, actions, charges, demands, liabilities, damages, judgments, and/or costs, whether known or unknown, both legal and equitable in any manner.
Errors & Omissions
Every effort is made to provide up-to-date accurate information both on the Site and through our services. However, due to the complexity of the issues we cover, Utley Strategies does not and cannot warrant, represent, or guarantee that such information is free from errors, accurate, or up-to-date at all times. You should do your due diligence, research, or consult with a professional to ensure that all information you receive, act upon, or rely on from this Site and/or from our services is accurate and up-to-date.
Indemnification
You agree to indemnify, defend and hold harmless Utley Strategies, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Utley Strategies reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Utley Strategies in asserting any available defenses.
Arbitration
If you have any complaint or should any issue arise in the use of the Site or Utley Strategies’ Services and/or Products, please contact us directly first by emailing us at demi@utleystrategies.com. However, if we are unable to amicably resolve your dispute in that manner, you agree that you and Utley Strategies shall submit your dispute to binding arbitration with the American Arbitration Association, before an arbitrator that is mutually agreed upon, in accordance with the American Arbitration Association’s rules.
By agreeing to this term, you hereby agree and understand that you are waiving your right to a jury trial in court, which would otherwise be available to you if not for this Arbitration Clause. Should any arbitration hearing need to be held, it shall be held within California. If the arbitrator issues an award and a judgment is made, the judgment will be binding and will be entered in court in the State of California. The only award that can be issued to you is a refund of any payment made to Utley Strategies. for the applicable Product or Service. You are not permitted to seek additional damages, including consequential or punitive damages.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Utley Strategies agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Liability Disclaimer THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Utley Strategies AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. Utley Strategies AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Utley Strategies AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Utley Strategies AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Utley Strategies OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination Of Your Use
At our sole discretion, we are permitted to terminate your use or access to the Site, Courses, Services, and/or Products, and Purchases/Downloads if you abuse, violate, or breach any of these Terms & Conditions, Privacy Policy, or any other terms to which you have agreed to.
Contact Us
Utley Strategies welcomes your questions or comments regarding the Terms:
Utley Strategies
Email Address: hello@utleystrategies.com
Mailing Address: 3941 E. Burnside St., Portland, OR 97214
TERMS AND CONDITIONS OF PURCHASE
These Terms and Conditions of Purchase (these “Terms and Conditions of Purchase”) sets out your rights and responsibilities for accessing the RFP Response Templates & Bundle, Proposal Templates & Bundle, RFPs 101, Persuasive Proposals, Designing in Word, and RFP Response Strategy Masterclass courses at utleystrategies.thinkific.com and www.utleystrategies.com, and its sub- domains and affiliated sites, as well as Utley Strategies LLC (“Utley Strategies” “Utley” “our”, “us” or “we”) pages and accounts on Thinkific®, Facebook®, Twitter®, LinkedIn®, Instagram®, and YouTube® (the “Sites).
We pride ourselves in providing a high level of customer service and ensuring that you are clear in respect of all of your rights relating to your purchase. These terms apply to all purchases made from our Sites and in proceeding to make a purchase you accept our terms in full. In addition to reading these Terms and Conditions of Purchase you should also ensure that you have read both our Terms and Conditions of Site Use and our Privacy Policy carefully.
1. Welcome!
(a) Introduction. Utley Strategies, LLC (“Utley,” “we,” “us,” “our”) provides its services (described below) to you (“you,” “your”) through its website located at utleystrategies.com, and through the third-party platform Thinkific (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (the “Terms of Service”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, PARTICULARLY SECTION 10 (BINDING ARBITRATION; CLASS ACTION WAIVER), WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.
(b) Modifications to Terms of Service. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services' user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Service from time to time.
(c) Privacy. At Utley, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
2. Access and Use of the Service.
(a) Use Description. The Utley service, including the RFPs 101: A Beginner’s Course in Responding to RFPs course (a.k.a. RFPs 101), Persuasive Proposals course, RFP Response Strategy Masterclass, Designing in Word, and any content viewed through our service, is solely for your personal and non-commercial use. With your Utley purchase we grant you a limited, non-exclusive, non-transferable, license to access the Utley content and view your course(s) through the service on a streaming-only basis for that purpose. Except for the foregoing limited license, no right, title or interest shall be transferred to you or any third party. You agree not to use the service for public performances. Utley may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the service, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise.
(b) Your Registration Obligations. You may be required to register with Utley in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form(s). Registration data and certain other information about you are governed by our Privacy Policy. If you are under thirteen (13) years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under eighteen (18) years of age, you may use the Service, with or without registering, only with the approval of your parent or guardian.
(c) Member Account, Password and Security. You may never use another's account, and you may not provide another person with the username and password to access your account. You are fully responsible for any and all activities that occur under your username and password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (i) immediately notify Utley of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. Utley will not be liable for any loss or damage arising from your failure to comply with this Section, or these Terms of Service generally.
(d) Modifications to Service. Utley reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Utley will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We have no obligation to retain any of your information, content or data, whether related to your account or otherwise, for any period of time beyond what may be required by applicable law.
(e) General Practices Regarding Use and Storage. You acknowledge that Utley may establish general practices and limits concerning use of the Service, including, without limitation, the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Utley’s servers on your behalf. You agree that Utley has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to or by the Service. You acknowledge that Utley reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Utley reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
(f) Mobile Services. The Service may include certain services that are available via a mobile device, including, without limitation: (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, you acknowledge that downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and that not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number, and by doing so, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under these Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Utley account information to ensure that your messages are not sent to the person that acquires your old number.
(g) Money Back Guarantee. Unless otherwise noted during your purchase of the Service you choose, as required by applicable law in your jurisdiction, or as set forth in the refund policy applicable to any Service you purchase through a third-party marketplace (see Section 3.3 below), should you choose not to use the Service within the first seven (7) days after purchase, and only so long as you have not already used the Services or viewed any of our content, Utley will refund the full amount of your purchase and subsequently terminate your access. Refunds are not available for customers seven (7) days after a purchase, or if the Service has already been used by you. Refunds are not available for accounts which have violated the Terms of Service; violations are determined at Utley's sole discretion. If Utley determines that you are abusing our refund policy, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Service without delivering a refund. To request a refund or to ask a question regarding the seven (7)-day money back guarantee, email our support team at hello@utleystrategies.com.
3. Conditions of Use.
(a) User Conduct. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, text, messages or other materials (“Content”) that you upload, post, publish or display (hereinafter, “Upload”) or email or otherwise use via the Service. Utley reserves the right to investigate and take appropriate legal action against anyone who, in Utley's sole discretion, violates this provision, including without limitation, removing the offending Content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
(i) Email or otherwise upload any Content that: (A) infringes any intellectual property or other proprietary rights of any party; (B) you do not have a right to upload under any law or under contractual or fiduciary relationships; (C) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (D) poses or creates a privacy or security risk to any person; (E) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (F) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (G) in the sole judgment of Utley, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Utley or its users to any harm or liability of any type;
(ii) Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(iii) Violate any applicable local, state, national or international law, or any regulations having the force of law;
(iv) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(v) Solicit personal information from anyone under the age of eighteen (18);
(vi) Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(vii) Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(viii) Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
(ix) Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
(b) Fees. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Utley information regarding your credit card or other payment instrument. You represent and warrant to Utley that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Utley the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and this Terms of Service. You hereby authorize Utley to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Utley know within sixty (60) days after the date that Utley charges you. We reserve the right to change Utley's prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Utley's net income.
(c) Special Notice for International Use; Export Controls. Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
(d) Commercial Use. Unless otherwise expressly authorized herein or by Utley in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
4. Intellectual Property Rights.
(a) Service Content, Software and Trademarks.
(i) You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Utley, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Utley from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Utley, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Utley.
(ii) The Utley name and logos are trademarks and service marks of Utley (collectively the “Utley Trademarks”). Other Utley product and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Utley. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Utley Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Utley Trademarks will inure to our exclusive benefit.
(b) Third Party Material. Under no circumstances will Utley be liable in any way for any content or materials of any third parties (including, without limitation, as may be presented by third parties featured in the Services, users, third-party products or services features in the services, etc.), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Utley does not pre-screen content, but that Utley and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Utley and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Utley, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
(c) User Content Transmitted Through the Service:
(i) With respect to the Content or other materials you Upload, email or otherwise submit through the Service or share with Utley, other users or recipients, including, without limitation, Content or materials provided in surveys or comments (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant Utley, its affiliated companies and partners (including but not limited to Utley instructors, practitioners and other third parties providing instructional information through the Services, collectively “partners”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
(ii) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Service (“Submissions”), provided by you to Utley, its affiliated companies or partners are non-confidential and Utley, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise (including, without limitation, for use as a testimonial, for inclusion in future Services, etc.) without acknowledgment or compensation to you.
(iii) You acknowledge and agree that Utley may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (A) comply with legal process, applicable laws or government requests; (B) enforce these Terms of Service; (C) respond to claims that any content violates the rights of third parties; or (D) protect the rights, property, or personal safety of Utley, its users and the public.
(iv) You understand that the technical processing and transmission of the Service, including your content, may involve (A) transmissions over various networks; and (B) changes to conform and adapt to technical requirements of connecting networks or devices.
(d) Copyright Complaints.
(i) Utley respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Utley of your infringement claim in accordance with the procedure set forth below. You may also contact us by mail at:
Utley Strategies, LLC
3941 E. Burnside St
Portland, OR 97214
(ii) To be effective, the notification must be in writing and contain the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
(e) Counter-Notice.
(i) If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to our Digital Millennium Copyright Act (“DMCA”) designated copyright agent (“Copyright Agent”): your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Western District of Washington and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(ii) If a counter-notice is received by the Copyright Agent, Utley will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
(f) Repeat Infringer Policy. In accordance with the DMCA and other applicable law, Utley has adopted a policy of terminating, in appropriate circumstances and at Utley's sole discretion, users who are deemed to be repeat infringers. Utley may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
5. Third Party Websites.
(a) General. The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Utley has no control over such sites and resources and Utley is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Utley will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Utley is not liable for any loss or claim that you may have against any such third party.
(b) Affiliate Disclaimer. You hereby acknowledge that, in some cases the Service may act as an “affiliate” of third party products. Essentially what that means is that if you click the link on the Site and make a purchase, we may receive a commission, at no cost to you whatsoever. It simply means that the origin of the sale is tracked back to our website. We may also provide a coupon for a product that is used to track the source of a sale, for which we are then compensated.
6. Social Networking Services.
(a) You may enable or log in to the Service via various online third party services, such as social media and social networking services like Google, Facebook, LinkedIn or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Utley's use, storage and disclosure of information related to you and your use of such services within Utley (including your friend lists and the like), please see our Privacy Policy.
(b) You hereby acknowledge that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Utley shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, Utley is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Utley is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Utley enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
7. Indemnity and Release. To the fullest extent permitted by law, you agree to release, indemnify and hold Utley and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
8. Disclaimer of Warranties.
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UTLEY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
(b) UTLEY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
9. Limitation of Liability.
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT UTLEY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UTLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL UTLEY TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID UTLEY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
(b) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
10. Binding Arbitration; Class Action Waiver.
(a) You and Utley agree that these Terms of Service affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 10 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us or the Terms of Service or the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
(b) If you have any dispute with us, you agree that before taking any formal action, you will contact us at Utley Strategies, LLC, 119 N. Commercial Street, Suite 475, Bellingham, WA 98225 and hello@utleystrategies.com, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
(c) All disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by the procedures identified above shall be resolved by individual (not group) binding arbitration to be conducted before JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed Two Hundred Fifty Thousand United States Dollars ($250,000 USD) and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding Two Hundred Fifty Thousand United States Dollars ($250,000 USD) in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Arbitration will be held in Seattle, Washington, and you and Utley agree to submit to the personal jurisdiction of any federal or state court in Seattle, Washington in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
(d) The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including but not limited to any claim that all or any part of these Terms of Services are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
(e) You shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to Seventy-five Thousand United States Dollars ($75,000 USD), as well as all other additional costs that you may incur in the arbitration including but not limited to attorneys’ fees and expert witness costs, unless Utley is otherwise specifically required to pay such fees under applicable law or by arbitrator decision. If your claim is solely for monetary relief of Ten Thousand United States Dollars ($10,000 USD) or less, and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing.
(f) You and we agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND UTLEY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
(g) Notwithstanding the parties' decision to resolve all disputes through arbitration, you or we may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). You or we may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction to the extent such claims do not seek equitable relief.
(h) You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to Utley at the address identified in Section 14 below. The notice must be sent within thirty (30) days of (i) the “Date of Last Revision” date of these Terms of Service as set forth above; or (ii) your first date that you used the Services that contained any versions of the Terms of Service that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Utley also will not be bound by them. If Utley changes this ‘Arbitration’ section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice within thirty (30) days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in Utley’s other notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Utley in accordance with the provisions of this section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
(i) YOU UNDERSTAND AND AGREE THAT THE ABOVE DISPUTE PROCEDURES SHALL BE YOUR SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN YOU AND UTLEY REGARDING ANY ASPECT OF THE SERVICE (INCLUDING THE ENROLMENT PROCESS) AND THAT YOU ARE WAIVING YOUR RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.
11. Termination. You agree that Utley, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Utley believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Utley may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be affected without prior notice, and you acknowledge and agree that Utley may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Utley will not be liable to you or any third party for any termination of your access to the Service.
12. Disputes Between Users. You agree that you are solely responsible for your interactions with any other user in connection with the Service and Utley will have no liability or responsibility with respect thereto. Utley reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
13. General. These Terms of Service constitute the entire agreement between you and Utley and govern your use of the Service, superseding any prior agreements between you and Utley with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Washington without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 10 above, you and Utley agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Seattle, Washington. The failure of Utley to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Utley, but Utley may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall Utley be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
14. Questions, Concerns, Suggestions? Please contact us at Utley Strategies, LLC, 3941 E. Burnside St., Portland, OR 97214 or hello@utleystrategies.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
Updated April 4, 2023