TERMS & CONDITIONS

DEFINITIONS AND INTERPRETATION

For clarity, we have defined certain words used in these Terms and on the Website. Additional definitions are included elsewhere in the Terms.

“Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data, and any other work.

“AA Parties” refers collectively to Arsenault Advisory, LLC and its officers, directors, members, managers, employees, personnel, affiliates, licensors, and contractors and subcontractors.

“User” means all users of the Website.

“you” means you as an individual user of the Website.

In these Terms, the captions and headings are for convenience only and do not constitute substantive matter; and the words “including”, “includes”, and “such as”, when following a general statement or term, are not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected.

ABOUT THE WEBSITE

The Website provides information about Arsenault Advisory, including thought leadership and the services we provide. In these Terms, all references to the Website will also include any successor or replacement site containing substantially similar information.

Informational purposes only

The Website and the content available within it are for informational purposes only. Neither the Website nor the content available within it constitutes professional advice, and neither should be relied upon by you or any third party, including to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise to procure services or other benefits from any entity. Before making any decision or taking any action, you should consult with professional advisers.

No engagement or advisory relationship

Your access to or use of the Website, including any submission through a contact or inquiry form, does not create any client, advisory, fiduciary, engagement, or other professional-services relationship between you and Arsenault Advisory. Arsenault Advisory provides services only under a separate written engagement agreement signed by both parties, and no such relationship arises until that agreement is executed. Nothing on the Website constitutes financial, tax, accounting, investment, or legal advice, or an offer to provide any such services.

Changes to and availability of the Website

The Website is made available on an “as is” basis with no representation or warranty with respect to its functionality or availability and with no guarantee that it is complete, accurate, or timely, nor any guarantee regarding any results you or others may obtain from its use. Access to all or parts of the Website may be suspended at any time without notice.

YOUR RESPONSIBILITIES

Acceptable conduct

You will use the Website only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will promptly notify us and provide us with assistance, as requested, to stop or remedy such violation.

Prohibited conduct

In using the Website, you must not do any of the following:

• Post, transmit or otherwise make available through the Website any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file, or program (each, a “Virus”).
• Post, transmit, or otherwise make available through the Website any material protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.
• Use the Website for any commercial purpose or otherwise use the Website for processing data or other information on behalf of any third party.
• Use the Website for any purpose that is fraudulent or otherwise tortious or unlawful.
• Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available, including by hacking or defacing any portion of the Website, or violate any requirement, procedure or policy of such servers or networks.
• Restrict or inhibit any other person from using the Website.
• Create or share content without first obtaining any necessary permissions from third parties, or otherwise use the Website to post or transmit any information that you do not have the right to provide, that would violate any applicable law or regulation, or that would violate, infringe, or misappropriate any third party right or interest.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Website.
• Reverse engineer, decompile, or disassemble any portion of the Website, except where such restriction is expressly permitted by applicable law.
• Remove or alter any copyright, trademark or other proprietary rights notice on the Website or content you access via the Website.
• Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without Arsenault Advisory’s express prior written consent.
• Systematically download and store the Website’s content. For the avoidance of doubt, caching of the Website is permitted by a service provider acting in the normal course of its business where permitted under applicable law.
• Use any robot, spider, website search/retrieval application, or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Website, (b) reproduce or circumvent the navigational structure or presentation of the Website, or (c) harvest or collect information about users of the Website, without Arsenault Advisory’s express prior written consent.

If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Website or take any other steps we consider appropriate.

REQUIREMENTS TO USE THE WEBSITE

If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.

If you are using the Website on behalf of a corporation or other organization, you represent and warrant that you have the authority to agree to these Terms on behalf of such organization, and all references to “you” throughout these Terms will include such organization, jointly and severally with you personally.

INTELLECTUAL PROPERTY

Our Content

Except where expressly stated otherwise, all right, title, and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Website (collectively, “Our Content”) are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, database rights, or other proprietary rights and laws.

You agree that access and use of Our Content is subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms grants you any right, title, or interest in or to Our Content except the limited right to use the Website as set out in these Terms.

Unless otherwise expressly authorized by us in writing, you agree not to:

• copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right or interest in Our Content;
• remove any proprietary notices or labels on or in Our Content; or
• allow any other person or entity to engage in any of the foregoing.

Submissions

The Website may contain functionality that permits you to comment, share materials, provide ideas, proposals, suggestions, or otherwise make available certain materials through or in connection with your use of the Website (collectively, “Submissions”). We do not claim ownership of your Submissions; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third party using the Website:

• You grant us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze, exploit and practice any comment or Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials);
• You confirm, represent and warrant to us that you have all rights, titles, and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above; and
• You acknowledge and agree that the technical processing and transmission of the Website, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submissions may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Compliance and Complaints

You agree that we may, without notice or liability, disclose to third parties any of your information or your Submissions; monitor use of the Website; and monitor, review, and retain your Submissions if we believe in good faith that such activity is reasonably necessary to provide the Website, monitor adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.

If we receive a complaint relating to your use of the Website, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.

Third-Party Content

The Website may contain links to websites and other materials made available by third parties (collectively, “Third-Party Content”). If you use such functionality, you are directing us to access, route, and transmit to you the applicable Third-Party Content.

Third-Party Content may be protected by applicable copyrights, database rights, trademarks, patents, trade secrets, or other proprietary rights and laws. Nothing in your use of the Website or these Terms grants you any right, title, or interest in or to this Third-Party Content except for the limited right to use the Website as set out in these Terms.

We neither control nor endorse, nor are responsible for, any Third-Party Content, and we make no representations or warranties with respect to it. The availability of any Third-Party Content through the Website does not imply the endorsement of, or affiliation with, any provider of such content. Your use of any Third-Party Content is at your own risk and is subject to any terms, conditions and policies applicable to it.

Trade and Service Marks

You may not use the “Arsenault Advisory” or “AA” trade names, trademarks, service marks, logos or designs, or any other mark held by Arsenault Advisory, in connection with any product or service that is not that of Arsenault Advisory nor in any manner that is likely to cause confusion, take unfair advantage, or cause detriment. Nothing contained on the Website should be construed as granting any right to use any trade names, trademarks, service marks, logos, or designs without the express prior written consent of the owner.

Intellectual Property Infringement and Other Unlawful Content

If you believe in good faith that materials made available on the Website infringe your intellectual property rights or are otherwise unlawful, you (or your agent) may send to Arsenault Advisory a written notice by mail or e-mail requesting that Arsenault Advisory remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice against you, you can send a counter-notice. Notices and counter-notices must be sent in writing by e-mail to Hello@arsenaultadvisory.com. We suggest that you consult your legal advisor before filing a notice or counter-notice.

LIABILITY AND WARRANTIES

Limitation of liability

The Website is provided for information purposes only and, to the maximum extent permitted by applicable law, Arsenault Advisory and the AA Parties exclude all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the Website and any materials you obtain via the Website, save that we do not exclude or limit in any way our liability to you where it would be unlawful for us to do so.

You acknowledge and accept that use of the Website is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither Arsenault Advisory nor any AA Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Website arising for any reason, including by reason of a virus, security-related vulnerability, or technical or operational failure of any nature.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARSENAULT ADVISORY AND THE AA PARTIES DISCLAIM ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARSENAULT ADVISORY AND THE AA PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN THE WEBSITE; ANY INFORMATION MADE AVAILABLE THROUGH IT; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE WEBSITE OR THE INFORMATION MADE AVAILABLE THROUGH IT; OR FOR ANY LOSS OR DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR LOSSES OR DAMAGES, THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEBSITE.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold Arsenault Advisory and the AA Parties and their insurers harmless from and against any action, proceedings, claims, causes of action, demand, debts, losses, damages, charges, expenses and costs, including reasonable legal costs and/or any amount paid to settle any action or to satisfy a judgment, incurred by us relating to or arising from any content or information posted or transmitted by you using the Website or otherwise arising out of your use of the Website or use of the Website by any third party who is given or gains access due to your action or inaction. Your indemnification obligation includes any instance where one or more of your Submissions (a) infringes any Third-Party Content or other third-party intellectual property rights, or (b) is inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful.

Arsenault Advisory and the AA Parties have the right at any time to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of Arsenault Advisory and the AA Parties to affect the rights of the AA Parties or their insurers to assume the defense or settlement of any claim for which insurance coverage is sought under any applicable insurance policy.

Disclaimers and Assumptions of Risk

Arsenault Advisory makes no representations or warranties about the Website. The Website and all information provided to you via the Website is provided “as is” and “as available.” To the maximum extent permitted by applicable law, the AA Parties disclaim all express, implied, and statutory warranties with respect to the same, including without limitation any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service, and uninterrupted service. Arsenault Advisory neither represents nor warrants that the Website, services and content provided through the Website, or software or information downloaded from the Website will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.

BY MAKING AVAILABLE THE WEBSITE, ARSENAULT ADVISORY IS NOT MAKING AN OFFER OF ANY FINANCIAL, TAX, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICES OR GOODS, AND NONE OF THE INFORMATION PRESENTED ON THE WEBSITE SHOULD BE CONSTRUED AS LEGAL, TAX, ACCOUNTING OR ANY OTHER PROFESSIONAL ADVICE OR SERVICE.

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions apply, the exclusions and limitations in these Terms will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

OTHER LEGAL PROVISIONS

Amendments

We reserve the right to amend these Terms at any time, but we will use reasonable efforts to publish each amendment before it becomes effective. The latest, fully amended version of these Terms will be published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If you continue to use the Website after the effective date of any amendment, you will be conclusively deemed to have accepted the amended Terms.

Privacy

The Website has a Privacy Policy. You acknowledge that you have read the Privacy Policy located on the Website, as it may be updated from time to time. To the extent required under applicable law, by using the Website you consent to the collection, use, and disclosure by us of your personal information for the purposes identified in the Privacy Policy.

Our Remedies

Without limiting any of our rights, we may suspend, restrict, or terminate your use of the Website, effective at any time, without notice to you if: the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use; we have received a third-party complaint relating to your use or misuse; you have been or are in breach of any term or condition of these Terms; we are required to do so for legal reasons; or we have other valid reason to do so. We will have no responsibility to notify any third party of any suspension, restriction or termination of your access to the Website.

Enforceability

Your use of the Website, and the content and features accessed through it, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.

No Implied Waiver

If you do not comply with these Terms, and we do not take action immediately, this does not mean we or any of the AA Parties are giving up any rights that they or we may have, such as taking action in the future.

Limitation Period

Any cause of action you may have with respect to these Terms or the Website must be commenced within one year after the claim or cause of action arose, or it will be barred.

Assignment

We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Relationship

You agree that no joint venture, partnership, fiduciary, employment, or agency relationship exists between us and you as a result of these Terms or use of the Website.

Entire Agreement

These Terms, as amended from time to time, including any documents, pages, rules, terms and policies referenced herein, including the Privacy Policy, constitute the entire agreement between us and you with respect to your use of the Website.

Severability

If a particular term is found to be unenforceable, this will not affect any other terms.

Applicable Law and Dispute Resolution

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the laws of the State of California, without giving effect to any conflict-of-laws provisions, and regardless of your location. The parties expressly disclaim the applicability of, and waive any rights based on, the United Nations Convention on Contracts for the International Sale of Goods.

ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SUBJECT MATTER OF THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND ARSENAULT ADVISORY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN SAN FRANCISCO, CALIFORNIA, BEFORE A SINGLE NEUTRAL ARBITRATOR, IN ACCORDANCE WITH THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT, INSTEAD OF IN A COURT BY A JUDGE OR JURY. ARSENAULT ADVISORY AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND ARSENAULT ADVISORY EACH AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

Notwithstanding the foregoing, either party may (a) bring an individual claim in a small-claims court of competent jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Judgment on any arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration will be treated as confidential. Any demand for arbitration must be made within one (1) year from the date you became aware or should reasonably have become aware of the facts giving rise to the claim, and in any event no later than two (2) years after the cause of action accrued.