Avodah Consulting & Design (hereinafter “we” “our” or “us”) is pleased to make AvodahDesign.com and AvodahConsulting.com (“Site(s)”) available to you. When you access and use our Site you agree to be bound by: (i) these Terms and Conditions; (ii) our Privacy Policy which identifies how we may use your personal and non-personal information when you access and use our Sites; (iii) and other requirements applicable to your access and use of any Site (collectively “Agreement”). In accessing and using any Site you also represent that you are of legal age to form such consent and have the authority to bind yourself to this Agreement.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU MUST NEITHER ACCESS NOR USE OUR SITES.

OVERVIEW
General. Our Sites enable you to organically discover services and events that are relevant to your interests. You may also learn about our specials and promotions, sign up for our newsletter and marketing emails, and communicate with us through the Site. When you authorize a transaction you warrant that all information used in connection with the Site is accurate and true.

PAYMENTS
You must provide us with your full legal name, an active telephone, a valid credit card and current address to make a transaction through Site. All payments are processed by PayPal (https://paypal.com) or EventBrite (www.eventbrite.com) and are subject to additional provisions. We will send you a confirmation email confirming that your request has been processed and that payment was received.

CANCELLATIONS
At this time we do not provide refunds for event or service cancellations.

PROMOTIONS
From time to time we may make promotions available through our Sites (“Promotion”) that require you to register and accept additional provisions to participate. Please review the applicable rules, terms, and disclaimers that govern each Promotion and understand that participation is your unconditional agreement and acceptance thereto.

LICENSE AND USE RESTRICTIONS
Site. We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use our Site as expressly permitted herein. Except for this limited license we do not grant you any other rights or license. We reserve all rights not expressly granted herein.
Materials. We hereby grant you to temporarily download one copy of the materials (blog or event information), (“Materials”) on AvodahDesign.com and AvodahConsulting.com web site for personal, non-commercial transitory viewing only. The Materials contained on AvodahDesign.com and AvodahConsulting.com are protected by applicable copyright and trademark law. This license shall automatically terminate if you violate any of the below restrictions and may be terminated by us at any time. Upon terminating your viewing of these Materials or upon the termination of this license, you must destroy any downloaded Materials in your possession whether in electronic or printed format. This is the grant of a license, not a transfer of title, and under this license you may not:
modify or copy the Materials;
use the Materials for any commercial purpose, or for any public display (commercial or non-commercial);
iii. remove any copyright or other proprietary notations from the Materials; or

transfer the Materials to another person or ‘mirror’ the Materials on any other server.
Your Content. You hereby grant to us and our owners, affiliates, representatives, licensees, licensors and assigns a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to use, distribute, store, transmit reproduce any information you submit in connection with the use of our Site (“Your Content”) to: (i) make the Site available to you; (ii) manage your information; (iii) address questions and issues; and (iv) process service payments or event registration purchases. You hereby represent and warrant that you own all rights to Your Content or, alternatively, that you have the right to give us the license described above. You represent and warrant that Your Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third-party.
Restrictions.
You are prohibited from violating or attempting to violate the security or integrity of our Sites or otherwise violating or infringing our rights or the rights of others who use our Sites and agree not to do the following:

use any “deep-link,” “robot,” or other automatic or manual device, software, program, code, algorithm or methodology, to access, copy, or monitor any portion of a Site, or in any way reproduce or circumvent the navigational structure or presentation of a Site, or obtain or attempt to obtain any materials or information through any means not purposely made available by us through a Site;
gain or attempt to gain unauthorized access to any portion or feature of our Site, or any other system or network connected to our Sites or to any of our third-party business partners’ servers, systems or networks, by hacking, “password-mining” or using any other illegitimate method of accessing data;
iii. probe, scan, or test the vulnerability of any Site or any network connected to our Sites;

take any action that would cause an unreasonably or disproportionately large load on the infrastructure of any Site or our systems or networks, or any systems or networks connected to our Sites or to us in an attempt to overwhelm our systems to create a “Denial of Service” or similar attack;
use any device, technology or method to interfere or attempt to interfere with the proper functioning of our Sites;
not to make any false or misleading statements in connection with your use of our Sites;
vii. use our Sites in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);

viii. upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

restrict or inhibit any other user from using and enjoying our Sites; and/or
violate any applicable laws or regulations.
WE RESERVE THE RIGHT TO IMMEDIATELY TERMINATE YOUR USE OF OUR SITE AND/OR YOUR EVENT REGISTRATION (IN OUR SOLE DISCRETION) IF WE DETERMINE THAT YOUR USE OF THE SITE IS IMPROPER OR IN VIOLATION OF ANY PROVISION OF THE AGREEMENT.

INTELLECTUAL PROPERTY RIGHTS
The design of our Sites and created text, scripts, graphics, interactive features and the trademarks, service marks and logos and portfolio content contained therein (“Our Content”), are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You agree not to engage in the use, copying, or distributing any of Our Content contained on our Sites.

DISCLAIMER OF WARRANTIES
OUR SITES ARE PROVIDED TO YOU AS IS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ANY SITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF ANY SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ANY SITE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN OUR SITES WILL BE CORRECTED.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

LIMITATION OF LIABILITY
YOUR USE OF OUR SITES IS ENTIRELY AT YOUR SOLE RISK. NEITHER WE NOR OUR OWNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND/OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH YOU MAY INCUR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE ANY SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

INDEMNIFICATION
You agree to defend and indemnify us and our affiliates, employees, subcontractors, officers, directors, shareholders and agents from and against any third party claim, including reasonable attorneys’ fees, court costs, settlements, and disbursements, from or relation to (i) Your Content; (ii) your use of any Site; (iii) your violation of any term of this Agreement; (iii) your violation of any third party rights; (iv) your violation of applicable law; and/or (v) use of any services provided by third party service providers. You may not settle or compromise any claim without our prior written consent.

TERMINATION
You may terminate your participation at any time by discontinuing use of our Site, services or events. If you have a dispute with us relating to the Site, immediately cease all use of our Site. Ceasing use of the Site is your only remedy with respect to any dispute that you may have with us. The Terms & Conditions shall survive termination of the Agreement or your use of our Site.

MODIFICATION
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE AT ANY TIME. When changes are made, we will make a new copy of the Agreement available on the Site. We will also update the “Last Revised” date at the top of the Agreement. Any changes to the Agreement will be effective immediately and your continued use of the Site constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF THIS AGREEMENT.

PRIVACY
We collect and use information about you and your use of the Site. Please review our Privacy Policy for more information.

COMMUNICATIONS
By providing your email address to us or registering for services or events you consent to receiving emails from us and from our third-party providers and affiliates. These parties may send you emails in order to collect payment of services, register for events, or communicate with you about products and services and to help with fulfilling your service or event requests. You may unsubscribe from these emails at any time by clicking on the “unsubscribe” link included in any email.

DISPUTE RESOLUTION
General. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. The parties agree that this intend Section satisfies the “writing” requirement of the Federal Arbitration Act. If any controversy, allegation, or claim arising out of, related to, or connected in any way to your use of our Sites, (collectively, “Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in Nashville, TN, and you agree that all disputes will be governed by the laws of the State of Tennessee without regard choice of law principles. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Tennessee. Arbitration under these Terms and Conditions shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court or tribunal with jurisdiction over the parties. As permitted by applicable law, you agree that any claim or cause of action you may have arising out of, related to or connected in any way with your use of Site must be filed by you within one (1) year after such claim or cause of action arose or be forever banned. Any and all claims, judgments, and awards will be limited to actual third-party, out-of-pocket costs incurred (if any), but in no event will attorneys’ fees be awarded or recoverable.
YOU ARE THUS GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, NO ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

SEVERABILITY; HEADINGS
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, we shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.

NON-WAIVER
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

ASSIGNMENT
We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)
Infringement Notification: If you believe that your work has been copied and posted on our Site in a way that constitutes copyright infringement, please provide our designated agent with the following information:
your contact information (i.e. name, email address, telephone number, and address);
a description of the copyrighted work of concern;
iii. a link to the location(s) on the Site of the copyrighted work of concern;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a signed statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright owner (or authorized to act on behalf of the copyright owner).
The foregoing information (“DMCA Notice”) should be sent to our “Designated Agent” as follows: info@avodahconsulting.com.

CONTACT INFORMATION AND/OR QUESTIONS
If you have any questions or concerns, please contact us at:

Avodah Consulting & Design
Telephone: (615) 787-3211
Mon. – Fri., 9am to 5pm CST
info@avodahconsulting.com