Effective Date: October 10, 2020
Welcome! Thank you for visiting Ackerman-Munson Strategies (https://ackermanmunson.com/)! Please read this entire agreement carefully. If you have any questions about this agreement, please contact us [email protected].
1. Your Acceptance of this Agreement
You are entering into a legally binding agreement with Ackerman-Munson Strategies LLC, an Oregon limited liability company (“we” or “us” or “our” or “AMS”), that sets out the terms and conditions upon which we grant you permission to use our website and services, and establishes your rights and obligations as a user of our website and services (whether or not you register for an account).
If you object to or do not understand anything in this agreement, then do not use our website or services. If you use our website or services in any way, you are legally bound by this agreement.
(a) Your Use Of Our Website and Services
(b) Eligibility. You must be over the age of 18 and have the authority and capacity to enter into and perform your obligations under this agreement. Our Services are not intended for children under the age of 13. If you are under the age of 13, please do not use our website and services.
(c) License. During the term of this agreement, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our website and services for your personal and non-commercial use in accordance with this agreement.
(d) Compliance with Laws. You must comply with this agreement and all applicable laws and shall not infringe or misappropriate the intellectual property rights of any third party.
(e) Prohibited Activities. We may terminate or restrict your access to the Services if you engage (or attempt to engage) in any unauthorized use of (or use that adversely affects) our website or services.
(f) Third-Party Content. Our website and services may include links to third party websites and services which are not owned or controlled by us. You acknowledge that (a) any third-party websites and services are provided for your convenience only, (b) we have no control over and do not assume any responsibility for any third-party websites or services, (c) we do not make any statements or promises regarding any third-party websites or services, and (d) any third-party websites and services may be subject to the provider’s agreements and policies.
(g) Maintenance and Updates. We may temporarily suspend or limit access to our website or services for the purpose of maintenance and updates. But we are not responsible or liable to you for any reason if all or any portion of the website or services are unavailable.
(h) Feedback. We encourage you to provide us with your feedback related our website and services. If you provide us with any feedback, you grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferrable, and sublicensable license to use your feedback or to incorporate your feedback into our website and services without providing any attribution or compensation to you.
2. Intellectual Property Rights and Licenses
(a) Our Intellectual Property. Our website and services include certain intellectual property (registered or otherwise) which are (a) owned by us or licensed to us by our licensors, and (b) subject to domestic and international copyright, trademark, patent, trade secret, and other intellectual property laws and protections. We reserve all rights in our intellectual property which are not expressly granted to you under this agreement.
(b) Limitations on Use of Intellectual Property. Our intellectual property is intended solely for your personal and non-commercial use, and we do not intend to transfer any right, title, or interest in or to any of intellectual property to you as a result of your use of our website or services. Except as otherwise provided in this agreement, you may not use, copy, or distribute any of our intellectual property.
We may communicate with you by posting a visible notice on our website or by sending you an email or other message to your computer or mobile device. You agree that this type of communication satisfies any legal requirement that it is in writing.
By providing us with your email address (whether or not you create an account), you have affirmatively requested to receive marketing and promotional material. You may opt out of receiving such materials via your account or, if you do not have an account, by following the instructions in the email.
4. Website Transactions
(a) Products and Pricing. All products are subject to availability and all prices are in U.S. dollars. If our website or service lists an incorrect price, we may refuse or cancel your order (even after your order has been confirmed or processed) and refund any payment to you.
(b) Orders. By placing an order with us, you agree to pay (using the selected payment method and in accordance with Section 7(c) – Payment Processing) all amounts owed in connection with such order.
Even after we send you an order confirmation, we (for various reasons) may refuse or cancel all or any part of your order in our sole discretion.
All sales are final, and there are no refunds, returns, or exchanges. With that said, if you have any questions or concerns about our website and services, please contact us at [email protected] and we will try to find a resolution.
(c) Payment Processing. Payments are processed by the third-party service provider Stripe, Inc. (“Stripe”) and are subject to this agreement, Stripe’s agreements (available at https://stripe.com/us/checkout/legal), and any additional terms presented to you at checkout. We do not store your (full) credit or debit card number (or other payment account information), but your account may be linked to your payment credentials with Stripe.
(d) Shipping and Delivery. If shipping and delivery information is required (most products are virtual so this provision does not always apply) it is provided at checkout. Products are shipped via third-party service providers (such as USPS, UPS, FedEx, and others) and we are not responsible for any loss or damage of your product after we deliver it to the shipping provider.
5. Your Account
In order to access and use certain features of our website and services, you may need to create an account (using complete and accurate information).
You are responsible for all activity that occurs through your account (even without your authorization). You should protect your password and notify us if you have any concerns about unauthorized access to your account.
Even though we have security measures in place, we cannot guarantee that unauthorized third parties will never gain access to your account or information. By creating your account, you acknowledge that you do so at your own risk.
6. Termination And Suspension
We may terminate or restrict your account or use of our website or services at any time by notifying you, and you may terminate your account at any time via your account page.
However, the termination or restriction of your account (for whatever reason) will not release you from any existing obligations under this agreement.
7. Warranty Disclaimers
Except as otherwise provided in this agreement, our website and services are provided “AS IS” without any warranties of any kind.
To the fullest extent permissible under applicable law, we expressly disclaim all warranties (express and implied), including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, and availability.
8. Limitation of Damages and Release of Liability
This section is part of the basis of the bargain between you and AMS and applies to all Claims (defined in Section 17 – Dispute Resolution), even if we have been advised of the possibility of any such liability or damage and even if these remedies fail their essential purpose.
Some states or jurisdictions do not allow the types of limitations in this section, so they may not apply to you.
(a) Limitation of Damages. To the extent permitted by applicable law, our total liability to you or to any third party (whether jointly, severally, or individually) will not exceed the amount paid by you to us in connection with our website and services (or $100, whichever is greater).
Except as otherwise provided under Section 9(a)(1) – Limitation of Damages and to the extent permitted by applicable law, we are not liable to you or any third party (whether jointly, severally, or individually) for any (a) damages or losses (known or unknown); (b) indirect, incidental, special, consequential, or punitive damages, or (c) loss of use, data, opportunity, goodwill, reputation, profit, or revenue.
(b) General Release of Liability.
You hereby unconditionally release AMS (and its affiliates, members, managers, employees, consultants, agents, or representatives) from any and all liability for any losses and damages (whether known or unknown) arising out of or in any way related to: (a) your violation of or failure to perform any obligation under this agreement; (b) any inaccurate or incomplete information (including product information and pricing) provided by our website or services; (c) your use of any Third-Party Content; (d) our cancelation or rejection of any order; (e) any unauthorized access to or use of your account; (f) our termination or restriction of your account or your use of our website or services; or (g) your cancelation of your account.
You acknowledge that, under this general release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the scope of this general release to include only those claims which you may know (or suspect) to exist at the time you agree to this release.
If you are a California resident, you hereby waive California Civil Code § 1542, which reads: “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.”
(a) Nonparty Claims. With respect to any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding (including any related appeal or review) (each a “Proceeding”) brought by any third party against AMS (or its affiliates, members, managers, employees, consultants, agents, or representatives) (collectively “Indemnitees”) and that arises out of your use of our website or services or your violation of or failure to perform any obligation under this agreement (each a “Nonparty Claim”), you shall indemnify and defend the Indemnitees from and against any amount (including any interest) awarded in or paid in settlement of a Proceeding (collectively “Losses”) and any reasonable out-of-pocket expense (including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements) incurred in defending a Proceeding or in any related investigation or negotiation (collectively “Litigation Expenses”) arising out of such Proceeding, except to the extent that any Indemnitee negligently or intentionally caused such Losses or Litigation Expenses.
(b) Settlement. After you assume the defense of a Nonparty Claim, you may contest, pay, or settle the Nonparty Claim without the consent of the Indemnitee only if that settlement (a) does not entail any admission on the part of the Indemnitee that it violated any law or infringed the rights of any person or entity, (b) has no effect on any other claim against the Indemnitee, (c) provides as the claimant’s sole relief monetary damages that are paid in full by you, and (d) requires that the claimant release the Indemnitee from all liability alleged in the Nonparty Claim.
(c) Survival. Your indemnification obligations under this section will survive any termination or expiration of this agreement.
10. Dispute Resolution
Please read this section carefully. This section affects your rights and will have a substantial impact on how any Claim you and AMS may have against each other is resolved.
(a) Definition of Claim. For the purposes of this section, “Claim” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding (including any related appeal or review) (a) in which a party is seeking to enforce any right or provision of this agreement, (b) in which a party is seeking a declaration of rights under or rescission of this agreement, (c) which is based on any right arising out of this agreement, (d) based on any failure by any party to perform or otherwise comply with an obligation under this agreement, (e) which is based on any claim that a party (1) supplied the other party with information that such party knew was inaccurate, (2) withheld information from the other party, or (3) made an inaccurate statement of fact, or (f) otherwise arises out of this agreement or any party’s rights or obligations under this agreement.
(b) Limitations Periods. Except as expressly prohibited by applicable law, you agree that (regardless of any statute or law to the contrary) all Claims you have (or may have) against AMS must be commenced within one year after the date on which such Claim accrued or be forever barred. You agree that this limitations period is reasonable due to the nature of the transactions contemplated in this agreement.
(c) Applicable Law. To the extent not otherwise governed by federal law, this agreement and any Claim or Proceeding arising out of the negotiation, execution, or performance of this agreement or any party’s rights and obligations under this agreement, shall be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or of any other jurisdiction) that would cause or result in the application of the laws of any jurisdiction other than the State of Oregon.
(d) Agreement to Arbitrate. You and we each agree that any Claim must be resolved exclusively through final and binding arbitration, rather than in state or federal court (and, accordingly, waive any right to a jury trial).
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the applicable law and terms of this agreement as a court would.
The arbitrator (and not any federal, state, or local court or agency) has exclusive authority to resolve any dispute arising out of or in any way relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitrate or of this agreement.
The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The arbitration of any Claim will be held in Portland, Oregon and will be conducted and governed by the Arbitration Services of Portland (“ASP”) under its rules and procedures (available at https://www.arbserve.com/).
Any changes to this Agreement to Arbitrate will only apply to Claims filed after the effective date of such change.
(e) Judicial Forum for Claims. Unless you and AMS otherwise agree, if the Agreement to Arbitrate does not apply to you or to any particular Claim (as a result of any decision by any arbitrator or court), such Claim must be resolved exclusively by the state or federal courts located in Multnomah County, Oregon. You consent to venue and personal jurisdiction of such courts for the purposes of litigating all such Claims.
The parties agree that nothing under this section shall prohibit any party from enforcing or otherwise seeking to collect on any judgment in any jurisdiction permitted by applicable law.
(f) Attorney Fees. In any Claim, the prevailing party is entitled to recover from the non-prevailing party its actual, reasonable, and necessary attorney fees, paralegal fees, expert fees, and other fees, costs, and expenses, in addition to all other amounts provided by law.
11. General Provisions
(a) Translations. We may offer translated versions of our website and services or this agreement. Any such translations are offered solely for convenience. You should not rely on any translated version of our website and services or this agreement. If any questions arise concerning the accuracy or completeness of any translated version of our website and services or this agreement, please refer to the English version, which is the official and authoritative version.
(b) Waiver. Our failure to strictly or timely enforce any provision of or exercise any right under this agreement is not a waiver of our ability or right to do so later or of our ability or right to enforce any other provision of or exercise any right under this agreement. Any waiver must be in writing and signed by the waiving party.
(c) Entire Agreement. This agreement constitutes the entire agreement between you and AMS with respect to our website and services.
(d) Severability. Except as otherwise provided in this agreement, if all or any portion of any provision of this agreement is found by a court or arbitrator of competent jurisdiction to be unenforceable, illegal, null, void, or against public policy, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision and this agreement.
If a court or arbitrator finds the modified provision to be unenforceable, illegal, null, void, or against public policy, the enforceability of the remaining provisions of this agreement and this agreement in general will not be affected in any way.
(e) Survival. Any provision of this agreement which imposes an obligation after the termination or expiration of this agreement shall survive the termination or expiration of this agreement.
12. Changes to this Agreement
We may change this agreement at any time. We will provide you with notice of any material changes and tell you the date on which such changes will be effective. We may provide this notice to you by email or by posting a notice on the website. It is your responsibility to review any changes to this agreement. If you object to any of the changes to this agreement (or otherwise do not understand or agree to any of the changes to this agreement), then do not continue to use our website and services. By continuing to access or use our website and services following notice of any change to this agreement, you acknowledge that you have read, understand, and agree to this agreement as changed.
13. Contacting Us
If you have questions about this agreement or our website and services, please contact us:
Ackerman-Munson Strategies LLC
20200 SE Walgren Road, Damascus, Oregon 97089