TERMS AND CONDITIONS FOR 

THE ONLINE SALE OF GOODS AND SERVICES

These terms and conditions (these “Terms”) apply to the individual purchasing the Services, as defined below, (referred to herein as “you”) regarding the purchase and sale of goods, products, and services through the website located at https://www.acellc.consulting/, including any links or subpages thereto (the “Site”) and any related services (collectively, including any new or updated features and applications, the “Services”). These Terms are subject to change by Ashby Consulting Enterprises LLC aka ACE LLC, a Colorado limited liability company (“Company”) without prior written notice at any time, in Company’s sole discretion. Any such changes are effective when posted to the Site. The latest version of these Terms will be posted on the Site, and you should review these Terms before purchasing any Services through the Site. Your continued use of the Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THESE TERMS CAREFULLY. BY CLICKING I ACCEPT OR PLACING AN ORDER FROM THE SITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. 

YOU MAY NOT ORDER OR OBTAIN SERVICES FROM THE SITE IF YOU: (A) DO NOT AGREE TO THESE TERMS; (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE, OR (ii) LEGAL AGE IN YOUR JURISDICTION TO FORM A BINDING CONTRACT; OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SITE OR THE SERVICES BY APPLICABLE LAW. If YOU DO NOT AGREE TO THESE TERMS, YOUR sole and exclusive remedy is to cease your access to or use of THe SITE.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of the Site. You should also carefully review Company’s Privacy Policy before placing an order through the Site (see Section 10).

1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all Services listed in your order. Company will send you a confirmation email with your order number and details of the items you have ordered within 72 hours of receipt of your order. The confirmation will include the length of time you will have access to the Services and all applicable subscription renewal terms. Company shall not have any obligation to fulfill any order unless and until the order is accepted by Company in writing. Company may reject any order in Company’s sole discretion. Acceptance of your order and the formation of the contract of sale between Company and you will not take place unless and until you have received your order confirmation email. You may cancel your order at any time before Company has sent your order confirmation email by contacting Company at [email protected].
2. Prices and Payment Terms. 
1. All prices posted on the Site are subject to change without notice. The price charged for a Service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. A renewal will be effective at the price then listed on the Site for each Service renewed unless a written agreement stating otherwise is signed by Company. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. Company is not responsible for pricing, typographical, or other errors in any offer by Company and Company reserves the right to cancel any orders arising from such errors.
2. Terms of payment are within Company’s sole discretion and, unless otherwise agreed by Company in writing, payment must be received by Company before Company’s acceptance of an order. You represent and warrant that: (i) the credit card information you supply to Company is true, correct, and complete; (ii) you are duly authorized to use such credit, debit, or other bank card for the purchase; (iii) charges incurred by you will be honored by your credit or debit card company or bank; and (iv) you will pay charges incurred by you at the posted prices, including, but not limited to, all applicable taxes, if any.
3. Shipments; Delivery; Title, and Risk of Loss. 
1. Company will arrange for shipment of any goods or products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.
2. Title and risk of loss pass to you upon Company’s transfer of any goods or products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. Company is not liable for any delays in shipments.
3. Company reserves the right to modify or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. Company has no obligation to retain any of your account information for any period of time beyond what may be required by applicable law.
4. Limited Warranty. YOUR USE OF THE SITE AND ANY SERVICE IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED BY LAW, STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. COMPANY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES 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 SITE WILL MEET YOUR EXPECTATIONS.

By making any purchase through the Site, you acknowledge and agree that you are aware of and understand that any use of any products purchased through the Site is done solely at your own risk and expense. You are solely responsible for knowing and complying with all applicable laws, regulations, and ordinances with respect to the use of any such products. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISK AND LIABILITY FOR THE USE OF ANY OF THE SERVICES, WHETHER IN TERMS OF GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF ANY OF THE SERVICES.

1. Limitation of Liability. 
1. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMPANY UNDER THE SALES CONFIRMATION FOR THE ORDER OF ANY SERVICES THROUGH THE SITE; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL LIMIT COMPANY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S OWN GROSS NEGLIGENCE OR FRAUDULENT MISREPRESENTATION. 
3. THROUGH THE SERVICES COMPANY MAY PROVIDE, OR THIRD PARTIES MAY PROVIDE, LINKS OR OTHER ACCESS TO OTHER SITES AND RESOURCES ON THE INTERNET. COMPANY HAS NO CONTROL OVER SUCH SITES AND RESOURCES AND IS NOT RESPONSIBLE FOR AND DOES NOT ENDORSE SUCH SITES AND RESOURCES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT COMPANY 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 OF THE SERVICES, CONTENT, OR GOODS AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE. ANY DEALINGS YOU HAVE WITH THIRD PARTIES FOUND WHILE USING THE SERVICES ARE BETWEEN YOU AND THE THIRD PARTY, AND YOU AGREE THAT COMPANY IS NOT LIABLE FOR ANY LOSS OR CLAIM THAT YOU MAY HAVE AGAINST ANY SUCH THIRD PARTY.
2. Services Not for Resale; Limited License. 
1. Unless otherwise expressly authorized herein or by Company in a signed 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. The Services are solely for your non-commercial, personal, entertainment use. 
2. With your purchase of the Services Company grants you a limited, non-exclusive, non-transferable, license to the Services. Except for the foregoing limited license, no right, title, or interest shall be transferred to you.
3. You agree not to use the service for public performances. Company 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.
3. Intellectual Property Use and Ownership. You acknowledge and agree that:
1. With respect to any of the Services sold on or through the Site, Company owns all right, title, and interest in, arising out of, or associated with any of the following, in any jurisdiction throughout the world: (i) patents and patent applications (whether provisional or non-provisional) and other indicia of invention ownership issued by any governmental authority; (ii) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing; (iii) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing; (iv) internet domain names and social media account or user names and handles, all associated URLs, domain names, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto; (v) all rights of publicity; and (vi) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (all of the foregoing, “Intellectual Property”).
2. Company will remain the sole and exclusive owner of all Intellectual Property rights in and to any product or service made available on the Site, including, but not limited to, the Services, and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, trademarks, and other intellectual property rights, subject only to the limited license granted under the product’s or service’s license agreement, if applicable. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through the Site, or of any intellectual property rights relating to those products or services.
3. You shall not resell, reverse engineer, copy, make, modify, improve, alter, or otherwise change any of the Services or Company’s goods or products, and you shall not sublicense, transmit, or otherwise transfer any of Company’s Intellectual Property. 
4. Company Responsibilities. Company shall provide tools in the form of videos, handouts, exercises, coaching, and library, as applicable, to help get you on a board. Company will not share your personal data, including contact information, with anyone else. 
5. Your Responsibilities. By accessing the Services (including any videos, workbooks, quizzes, or other tools) or clicking on any pages or downloads available through the Site, you agree to the following: You will keep these materials for your own, personal use only; you may not share any Services or work product obtained by or through Company; you agree to participate 100% and do the work to prepare yourself to get on a board, complete all assignments, and enjoy the journey of discovering how to get yourself on a board. You will only have access to the Services for the time period identified in your confirmation email. 
6. Indemnification. To the fullest extent permitted by law, you shall release, indemnify, and hold Company, Company’s affiliates, and each of their officers, employees, directors, and agents harmless from all losses, damages, expenses, liabilities, including, but not limited to, reasonable attorneys’ fees, rights, claims, actions of any kind, damage to property, and injury, including, but not limited to, death, arising out of or relating to your use of the Services, your connection to the Services, your violation of these Terms, or your violation of any third party rights.
7. Privacy. Company respects your privacy and is committed to protecting it. Company’s Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
8. Termination and Survival. You agree that Company, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason or no reason at all, including, but not limited to, for lack of use or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Services may be referred to appropriate law enforcement authorities. Company may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms may be effected without prior notice, and acknowledge and agree that Company 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 Services. Further, you agree that Company will not be liable to you or any third party for any termination of your access to the Services. All rights and your obligations under sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 survive any termination or non-renewal.
9. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any of your obligations to make payments to Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics or epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 30 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 12, either party may thereafter terminate this Agreement upon 10 days’ written notice.
10. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado. To the extent of any disputes arising under this Agreement, such disputes shall be brought exclusively in binding arbitration in Denver, Colorado, or within the state courts located in Denver County, Colorado, and the Parties agree to submit to the personal jurisdiction of such courts.
11. Dispute Resolution and Binding Arbitration.
1. BOTH PARTIES AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
2. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 14. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The prevailing party in any action arising under these Terms, as determined by the presiding factfinder, but in all cases requiring that such party receive substantially all of the relief sought thereby, shall be entitled to recover its reasonable attorney fees and costs.
3. You may elect to pursue your claim in small-claims court rather than arbitration if you provide Company with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
4. You agree to arbitration on an individual basis. In any dispute, NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
5. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
12. Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
13. No Waivers. The failure by Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by Company’s duly authorized representative.
14. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
15. Notices.
1. To You. Company may provide any notice to you under these Terms by: (i) sending a message to the email address you provide; or (ii) by posting to the Site. Notices sent by email will be effective when Company sends the email and notices Company provides by posting will be effective upon posting. It is your responsibility to keep your email address current.
2. To Company. To give Company notice under these Terms, you must be in writing and may be delivered by personal delivery, overnight courier, or registered or certified mail to Company at: 9605 South Kingston Court STE 200, Englewood, Colorado 80112. Company may update the address for notices to Company under these Terms by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
16. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
17. Entire Agreement. Company’s order confirmation, these Terms, and any license agreement relating to any product or service you obtain on or through the Site, together with the Website Terms of Use and Privacy Policy will be deemed the final and integrated agreement between you and Company on the matters contained in these Terms.